UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 30, 2026
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-43264 | 98-1821196 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 712 Fifth Avenue, 36th Floor | ||
| New York, NY | 10019 | |
| (Address of principal executive offices) | (Zip Code) |
(212) 993-0076
Registrant’s telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class registered |
Trading |
Name of each exchange | ||
| Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one warrant | MTNE.U | New York Stock Exchange | ||
| Class A ordinary shares, par value $0.0001 per share | MTNE | New York Stock Exchange | ||
| Warrants, exercisable for one Class A ordinary share at an exercise price of $11.50 per share | MTNE.WS | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 | Entry into a Material Definitive Agreement. |
On April 30, 2026, the registration statement on Form S-1, as amended (File No. 333-284199) (the “Registration Statement”), relating to the initial public offering (the “IPO”) of CH4 Natural Solutions Corporation, a Cayman Islands exempted company (the “Company”) was declared effective by the U.S. Securities and Exchange Commission (the “Commission”). On May 4, 2026, the Company completed its IPO of 20,000,000 units (the “Units”). The Units were issued pursuant to an underwriting agreement, dated April 30, 2026, between the Company and Santander US Capital Markets LLC (“Santander”). Each Unit had an offering price of $10.00 and consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one warrant of the Company (each such whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share.
In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Registration Statement:
| • | The Underwriting Agreement, dated April 30, 2026, between the Company and Santander. |
| • | A Private Warrant Agreement, dated April 30, 2026, between the Company and Continental Stock Transfer & Trust Company, as warrant agent. |
| • | A Public Warrant Agreement, dated April 30, 2026, between the Company and Continental Stock Transfer & Trust Company, as warrant agent. |
| • | A Letter Agreement (the “Letter Agreement”), dated April 30, 2026, among the Company, its officers and directors, CH4 Natural Solutions Acquisition Sponsor LLC (the “Sponsor”) and CH4 Natural Solutions Acquisition Security Holdings, LLC (the “Unit Holdings Sponsor”). |
| • | An Investment Management Trust Agreement, dated April 30, 2026, between the Company and Continental Stock Transfer & Trust Company, as trustee. |
| • | A Registration Rights Agreement, dated April 30, 2026, among the Company, the Sponsor and the Unit Holdings Sponsor. |
| • | An Administrative Support Agreement, dated April 30, 2026, between the Company and an affiliate of the Sponsor. |
| • | A Private Placement Units Purchase Agreement (the “Purchase Agreement”), dated April 30, 2026, among the Company and the Unit Holdings Sponsor. |
Each of the foregoing agreements is attached as Exhibits 1.1, 4.1, 4.2, 10.1, 10.2, 10.3, 10.4 and 10.5, respectively, and is incorporated into this Item 1.01 by reference.
| Item 3.02 | Unregistered Sales of Equity Securities. |
On May 4, 2026, simultaneously with the closing of the IPO of the Company and pursuant to the Purchase Agreement, the Company completed the private sale of 200,000 units (the “Private Placement Units”) at a purchase price of $10.00 per Private Placement Unit to the Unit Holdings Sponsor, generating gross proceeds to the Company of $2,000,000. The Private Placement Units are identical to the units sold as part of the Units sold in the IPO, except as otherwise disclosed in the Prospectus (as defined below). Pursuant to the Letter Agreement, the parties agreed not to transfer, assign or sell any Private Placement Units (except to certain permitted transferees) until 30 days after the completion of the Company’s initial business combination. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On April 30, 2026, Nate Zwald, Lauren Singer, Jean Rogers, Jeffrey Tepper and Ben Veres were appointed as members of the Board of Directors of the Company (the “Board”). The Board has determined that Nate Zwald, Ben Veres and Jeffrey Tepper are “independent directors” as defined in the New York Stock Exchange listing standards and applicable Commission rules. Jeffrey Tepper, Nate Zwald and Ben Veres will serve on the audit committee, with Mr. Tepper serving as chair of the audit committee. Jeffrey Tepper, Nate Zwald and Ben Veres will serve on the compensation committee, with Dr. Zwald serving as chair of the compensation committee.
On April 30, 2026, the Company entered into indemnification agreements with Ben Veres, Nate Zwald, Jean Rogers, David Leuschen, Lauren Singer, Jeffrey Tepper and Arthuros Mangriotis that require the Company to indemnify these individuals to the fullest extent permitted under applicable law and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. The foregoing description is qualified in its entirety by reference to the full text of the indemnification agreements, the form of which is filed as Exhibit 10.6 to this Current Report on Form 8-K and incorporated in this Item 5.02 by reference.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The Company’s Amended and Restated Memorandum and Articles of Association (as so amended, the “Memorandum and Articles”) were approved on April 30, 2026. A description of the Memorandum and Articles is contained in the section of the prospectus for the IPO, dated April 30, 2026, and filed pursuant to Rule 424(b) under the Securities Act (the “Prospectus”), entitled “Description of Securities” and is incorporated herein by reference. The description is qualified in its entirety by reference to the full text of the Memorandum and Articles which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated into this Item 5.03 by reference.
| Item 7.01 | Regulation FD Disclosure. |
On April 30, 2026, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing the pricing of the IPO.
In accordance with General Instruction B.2 of Form 8-K, the information presented herein under Item 7.01 and set forth in the attached press release included as Exhibit 99.1 to this report is deemed to be “furnished” solely pursuant to Item 7.01 of this report and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information or the exhibit be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.
| Item 8.01 | Other Events. |
Of the net proceeds of the IPO and the sale of the Private Placement Units, $200,000,000, including $6,000,000 of deferred underwriting discounts and commissions, has been deposited into a U.S. based trust account, with Continental Stock Transfer & Trust Company acting as trustee. In addition to the underwriting discounts and commissions, we will engage Santander to provide advisory services from time to time. As compensation for the services provided, we will pay Santander a fee equal to 3.00% of the gross proceeds from this offering, payable upon the completion of an initial business combination. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its taxes, the proceeds from the IPO and the sale of the Private Placement Units held in the trust account will not be released from the trust account until the earliest to occur of (a) the completion of the Company’s initial business combination (including the release of funds to pay any amounts due to any public shareholders who properly exercise their redemption rights in connection therewith), (b) the redemption of any public shares properly submitted in connection with a shareholder vote to approve an amendment to the Memorandum and Articles (i) in a manner that would affect the substance or timing of the Company’s obligation to redeem 100% of its public shares if an initial business combination is not completed within 24 months from the closing of the IPO or (ii) with respect to any other provision relating to the rights of holders of the Class A Ordinary Shares or pre-initial business combination activity or (c) the redemption of the Company’s public shares if the Company is unable to complete its business combination within 24 months from the closing of the IPO, subject to applicable law.
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| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CH4 NATURAL SOLUTIONS CORPORATION | ||||||
| Date: May 4, 2026 | By: | /s/ Arthuros Mangriotis | ||||
| Name: | Arthuros Mangriotis | |||||
| Title: | Chief Financial Officer, Chief Accounting Officer and Secretary | |||||
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