MTNE 10-K & 10-Q changes, risk factors and insider trading
CH4 Natural Solutions Corp (also MTNE-UN, MTNE-WT) · NYSE · Blank Checks · CIK 2044817 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Comparison not available: Not available: fewer than two 10-K filings on EDGAR to compare..
What changed in the latest 10-Q
Risk Factors
In addition to the other information set forth in this Quarterly Report on Form
10-Q,
you should carefully consider the risks discussed under the caption “Risk Factors” in the Prospectus. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results. There have been no material changes in the risk factors discussed in the Prospectus.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
Largest changes
“The Company does not have sufficient liquidity to meet its obligations for at least one year from the date the condensed financial statements included in this Quarterly Report on Form 10-Q were issued. …”see in full comparison
“We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable and deferred underwriting discounts and commissions), to complete our Business Combination. We may withdraw interest to pay our taxes, if any. Our annual tax obligations generally will depend on the nature and amount of interest and other income earned on the amounts held in the Trust Account. …”see in full comparison
“Until the consummation of our IPO, our only source of liquidity was an initial purchase of our Class B ordinary shares, par value $0.0001 per share, by the sponsor and loans from the sponsor, which was subsequently transferred and assigned to an affiliate of the sponsor and repaid.”see in full comparison
“In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial Business Combination, our sponsor or an affiliate of our sponsor or our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial Business Combination, we may repay such loaned amounts out of the proceeds of the Trust Account released to us. …”see in full comparison
“We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. …”see in full comparison
“Subsequent to the quarterly period covered by this Quarterly Report, on May 4, 2026, we consummated the IPO of 20,000,000 units at $10.00 per unit, generating gross proceeds of $200,000,000. Simultaneously with the closing of the IPO, we consummated the sale of an aggregate of 200,000 private placement units at a price of $10.00 per private placement unit, or $2,000,000 in the aggregate, to the security holdings sponsor, in a private placement. …”see in full comparison
Full comparison: every changed paragraph (21)
Simultaneously with the closing of the IPO, the Company completed the private sale of 200,000 private placement units (each unit consists of one Class A ordinary share and one-half of one warrant) at a purchase price of $10.00 per private placement unit (the “private placement”) to CH4 Natural Solutions Acquisition Security Holdings, LLC (the “security holdings sponsor”), generating gross proceeds to the Company of $2,000,000, which is described in Note 4. On May 6, 2026, the underwriter of the IPO (the “Underwriter”) partially exercised the over-allotment option and on May 8, 2026, purchased an additional 2,000,000 units at a purchase price of $10.00 per Unit, generating additional gross proceeds of $20,000,000. Transaction costs amounted to $8,351,843,$8,951,843, including $6,000,000$6,600,000 in deferred underwriting fees, $250,000 in upfront underwriting fees, and $2,101,843 in other offering costs related to the IPO.IPO and over-allotment exercise. In addition, cash of $1,750,000 was held outside of the Trust Account (as defined below) and is available for the payment of offering costs and for working capital purposes.
On May 6, 2026, the underwriter of the IPO (the “Underwriter”) partially exercised the over-allotment option and on May 8, 2026, purchased an additional 2,000,000 units at a purchase price of $10.00 per Unit, generating additional gross proceeds of $20,000,000. The Underwriter has until 45 days after the date of the Company’s Prospectus to exercise on the remaining over-allotment option.
We have neither engaged in any operations nor generated any revenues to date. Our only activities from October 11, 2024 (inception) through MarchJune 31,30, 2026 were organizational activities and those necessary to prepare for the IPO. Subsequent to the IPO, our activities have included the Company’s search for a target business with which to complete an initial Business Combination. We do not expect to generate any operating revenues until after the completion of our initial Business Combination, at the earliest. Following the IPO, we will generate non-operating income in the form of interest income on marketable securities. We are incurring expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with completing an initial Business Combination.
For the threesix months ended MarchJune 31,30, 2026, we hadreported $100,452a innet loss of $5,894,317, which consisted of general and administrative expenses.expenses of $7,128,151, offset by $1,233,834 of interest earned on cash held in the Trust Account.
For the threesix months ended MarchJune 31,30, 2025, we hadreported $98,509a innet loss of $129,409 which consisted of general and administrative expenses.
As of June 30, 2026, the Company had a cash balance of $1,447,919 and a working capital deficit of $729,647.
For the six months ended June 30, 2026, cash used in operating activities was $232,581, which is made up of a net loss of $5,894,317 and changes in operating assets and liabilities of $6,591,621. These amounts were offset by accrued interest on cash held in the Trust Account of $1,233,834 and general and administrative expenses funded by a note payable to the sponsor and affiliates of $303,949.
The Company does not have sufficient liquidity to meet its obligations for at least one year from the date the condensed financial statements included in this Quarterly Report on Form 10-Q were issued. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC 205-40, “Presentation of Financial Statements-Going Concern,” management has determined that as of the issuance date of the condensed financial statements included in this Quarterly Report on Form 10-Q, the Company’s working capital is not sufficient to fund its operating needs for a period of at least one year. While the sponsor or its affiliates may provide additional financial support, including through loans or capital contributions, they are not obligated to do so and the timing of the funding may not align with the Company’s liquidity requirements. Accordingly, these conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the condensed financial statements included in this Quarterly Report on Form 10-Q were issued. Management intends to address this uncertainty through working capital loans from the sponsor or its affiliates, and additional capital contributions from the sponsor or its affiliates; however, there can be no assurance that such financing will be available on acceptable terms.
Until the consummation of our IPO, our only source of liquidity was an initial purchase of our Class B ordinary shares, par value $0.0001 per share, by the sponsor and loans from the sponsor, which was subsequently transferred and assigned to an affiliate of the sponsor and repaid.
Subsequent to the quarterly period covered by this Quarterly Report, on May 4, 2026, we consummated the IPO of 20,000,000 units at $10.00 per unit, generating gross proceeds of $200,000,000. Simultaneously with the closing of the IPO, we consummated the sale of an aggregate of 200,000 private placement units at a price of $10.00 per private placement unit, or $2,000,000 in the aggregate, to the security holdings sponsor, in a private placement. On May 8, 2026, we consummated the sale of an additional 2,000,000 units sold pursuant to the underwriter’s partial over-allotment option, generating gross proceeds of $20,000,000. Each private placement unit consists of one private placement share and one-half of one private placement warrant.
Following the IPO and the sale of the private placement units on May 4, 2026 and the partial over-allotment close on May 8, 2026, a total of $220,000,000 is held in the Trust Account. We incurred total transaction costs of $8,951,843, including $6,600,000 in deferred underwriting fees, $250,000 in upfront underwriting fees, and $2,101,843 in other offering costs related to the IPO.
We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable and deferred underwriting discounts and commissions), to complete our Business Combination. We may withdraw interest to pay our taxes, if any. Our annual tax obligations generally will depend on the nature and amount of interest and other income earned on the amounts held in the Trust Account. Based on current interest rates and the taxes we currently expect to be applicable to us, we expect that the interest earned on the Trust Account will be sufficient to pay our taxes. To the extent that our shares or debt is used, in whole or in part, as consideration to complete our initial Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination.
In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial Business Combination, our sponsor or an affiliate of our sponsor or our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial Business Combination, we may repay such loaned amounts out of the proceeds of the Trust Account released to us. In the event that our initial Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into units of the post-Business Combination entity at a price of $10.00 per unit at the option of the lender. The units and their underlying securities would be identical to the private placement units and their underlying securities, including as to exercise price, exercisability and exercise period with respect to the private placement warrants. The terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of our initial Business Combination, we do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account.
We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our public shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.
The holders of the founder shares, private placement units (and their underlying securities) and units that may be issued upon conversion of working capital loans (and their underlying securities) and any Class A ordinary shares held by our initial shareholder at the completion of the IPO or acquired prior to or in connection with our initial Business Combination, will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the registration statement of which the Prospectus forms a part, requiring us to register such securities for resale (in the case of the founder shares, only after conversion to our Class A ordinary shares). The holders of these securities, having a value of at least $25 million in the aggregate, are entitled to make up to three demands that we offer such securities in an underwritten offering. These holders also have certain “piggyback” registration rights with respect to certain underwritten offerings we may conduct. We will bear the expenses incurred in connection with registering these securities.
On May 8, 2026, the underwriter purchased 2,000,000 Units in partial exercise of the over-allotment option. The underwriter hashad a 45-day option from the date of the Prospectus to exercise the remaining over-allotment option. On June 15, 2026, upon the expiration of the over-allotment period, the underwriter forfeited their rights to exercise the remainder of the over-allotment option resulting in the sponsor forfeiting 333,333 Class B ordinary shares.
In addition to the underwriting discounts and commissions, the Company engaged Santander US Capital Markets LLC to provide advisory services from time to time. As compensation for the services provided under an engagement letter, the Company shall pay Santander US Capital Markets LLC a fee equal to 3.00% of the gross proceeds from the IPO, payable upon the completion of an initial Business Combination. The Company agreed to indemnify Santander US Capital Markets LLC and its affiliates in connection with its role in providing such advisory services. Upon the completion of the IPO and the partial exercise of the over-allotment option by the underwriter, the Company recorded a charge against earnings for $6,600,000 which represents the 3.00% advisory fees payable by the Company since the termination clause in the agreement deems the advisory fee earned and recordable as suchof feesthe aredate notof tiedthe toIPO futureand services.over-allotment exercise.
The Company has entered into an agreement with an affiliate of the sponsor pursuant to which the Company is obligated to, commencing on the date the securities of the Company were first listed on the New York Stock Exchange, pay an aggregate of $10,000 per month for office space, utilities, and secretarial and administrative support. Upon completion of an initial Business Combination or the Company’s liquidation, we will cease paying these monthly fees. NoThe feesCompany wereincurred accrued$20,000 and $0 for the threesix months ended MarchJune 31,30, 2026 and 2025.2025, respectively.
We describe our significant accounting policies in Note 2 - —Summary of Significant Accounting Policies, of the Notes to Unaudited Condensed Financial Statements included in this Form 10-Q. Our condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. Certain of our accounting policies require that the Company’s management apply significant judgments in defining the appropriate assumptions integral to financial estimates. On an ongoing basis, the Company’s management reviews the accounting policies, assumptions, estimates and judgments to ensure that our financial statements are presented fairly and in accordance with GAAP. Judgments are based on historical experience, terms of existing contracts, industry trends and information available from outside sources, as appropriate. However, by their nature, judgments are subject to an inherent degree of uncertainty, and, therefore, actual results could differ from our estimates. The Company does not have any critical accounting policies and estimates.
We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of MarchJune 31,30, 2026.2026 and 2025. We do not participate in transactions that create relationships with entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.
MTNE insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 1 Form 4 filing (1 insider, 1 trade date, 200,000 shares, about $0) and open-market sales in 0 filings. Net open-market shares: 200,000 (purchases minus sales); net value about $0.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-05-04 | Riverstone Earth Llc |
Open-market purchase | 200,000 | — | — |
Well-known investors holding MTNE (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Millennium Management (Israel Englander) | 2026-06-30 | 850,000 | $8.5M | 0.01% | New position |
| Two Sigma Investments | 2026-06-30 | 362,500 | $3.6M | 0.0% | New position |