CH4 Natural Solutions (NYSE: MTNE.U) prices $200M SPAC IPO units

Rhea-AI Filing Summary

CH4 Natural Solutions Corporation has completed its initial public offering of 20,000,000 units at $10.00 per unit, each consisting of one Class A ordinary share and one-half of one warrant exercisable at $11.50 per share. The company also sold 200,000 private placement units at $10.00 each to its sponsor.

Net proceeds from the IPO and the private placement totaling $200,000,000, including $6,000,000 of deferred underwriting discounts and commissions, have been placed in a U.S. trust account, to be used for a business combination within 24 months. The company appointed a board with independent directors, formed audit and compensation committees, and approved amended and restated governing documents.

Insights

Capital markets analyst

CH4 Natural Solutions raises $200M in a SPAC IPO and funds a trust for a future deal.

CH4 Natural Solutions Corporation completed a SPAC-style IPO of 20,000,000 units at $10.00 each, plus 200,000 private placement units at the same price. Each unit includes one Class A share and half a redeemable warrant, with whole warrants exercisable at $11.50 per share.

Combined IPO and private placement proceeds of $200,000,000, including $6,000,000 of deferred underwriting discounts and commissions, were deposited into a trust account. These funds are reserved for a business combination, subject to public shareholder redemption rights and other conditions in the governing documents.

The structure gives the company up to 24 months from the IPO closing to complete an initial business combination. If it fails to do so, public shares are subject to redemption using trust funds, after permitted tax-related withdrawals. Subsequent filings may provide details on deal targets and use of any warrant proceeds.

8-K Event Classification

7 items: 1.01, 3.02, 5.02, 5.03, 7.01, 8.01, 9.01

7 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

IPO units: 20,000,000 units at $10.00 Private placement units: 200,000 units at $10.00 Trust account balance: $200,000,000 +5 more

8 metrics

IPO units 20,000,000 units at $10.00 Initial public offering units sold

Private placement units 200,000 units at $10.00 Sold to Unit Holdings Sponsor

Trust account balance $200,000,000 Net IPO and private placement proceeds deposited

Deferred underwriting fees $6,000,000 Deferred underwriting discounts and commissions

Warrant exercise price $11.50 per share Exercise price for each whole redeemable warrant

Over-allotment option 3,000,000 units Underwriter’s 45-day option at IPO price

Business combination deadline 24 months From IPO closing to complete initial business combination

Advisory fee to Santander 3.00% of gross proceeds Payable upon completion of an initial business combination

Key Terms

initial public offering, trust account, deferred underwriting discounts and commissions, redemption rights, +2 more

6 terms

initial public offering financial

"the initial public offering (the “IPO”) of CH4 Natural Solutions Corporation"

An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.

trust account financial

"$200,000,000, including $6,000,000 of deferred underwriting discounts and commissions, has been deposited into a U.S. based trust account"

A trust account is a special bank or brokerage account where assets are held and managed by a designated person or firm (the trustee) for the benefit of another person or group (the beneficiary). It matters to investors because it separates assets from personal or corporate funds, can protect assets, control how and when money is used, and may affect tax or legal rights—think of it as a locked drawer opened only under agreed rules.

deferred underwriting discounts and commissions financial

"including $6,000,000 of deferred underwriting discounts and commissions, has been deposited into a U.S. based trust account"

redemption rights financial

"release of funds to pay any amounts due to any public shareholders who properly exercise their redemption rights in connection therewith"

Redemption rights are contractual provisions that allow a holder of a security—such as preferred shares, bonds, or certain fund units—to require the issuer to buy back the security under specified conditions, often at a set price or by a defined formula. For investors they act like a return policy that offers a forced exit or downside protection, affecting a security’s value, liquidity and the issuer’s cash planning.

business combination financial

"completion of the Company’s initial business combination (including the release of funds to pay any amounts due to any public shareholders)"

A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.

forward-looking statements regulatory

"This press release contains statements that constitute “forward-looking statements,” including with respect to the IPO."

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Understanding 8-K Material Events →

CH4 Natural Solutions Corp false 0002044817 --12-31 0002044817 2026-04-30 2026-04-30 0002044817 mtne:UnitsEachConsistingOfOneClassAOrdinaryShare0.0001ParValueAndOneHalfOfOneWarrantMember 2026-04-30 2026-04-30 0002044817 us-gaap:CapitalUnitClassAMember 2026-04-30 2026-04-30 0002044817 mtne:WarrantsExercisableForOneClassAOrdinaryShareAtAnExercisePriceOf11.50PerShareMember 2026-04-30 2026-04-30

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

CH4 Natural Solutions Corporation

(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 Symbol(s)		Name of each exchange on which registered
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”).

1

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.

Exhibit Number		Description of Exhibits
1.1		Underwriting Agreement, dated April 30, 2026, between the Company and Santander.
3.1		Amended and Restated Memorandum and Articles of Association.
4.1		Private Warrant Agreement, dated April 30, 2026, between the Company and Continental Stock Transfer & Trust Company, as warrant agent.
4.2		Public Warrant Agreement, dated April 30, 2026, between the Company and Continental Stock Transfer & Trust Company, as warrant agent.
10.1		Letter Agreement, dated April 30, 2026, among the Company, its officers and directors, the Sponsor and the Unit Holdings Sponsor.
10.2		Investment Management Trust Agreement, dated April 30, 2026, between the Company and Continental Stock Transfer & Trust Company, as trustee.
10.3		Registration Rights Agreement, dated April 30, 2026, among the Company, the Sponsor and the Unit Holdings Sponsor.
10.4		Administrative Support Agreement, dated April 30, 2026, between the Company and an affiliate of the Sponsor.
10.5		Private Placement Units Purchase Agreement, dated April 30, 2026, among the Company and the Unit Holdings Sponsor.
10.6		Form of Indemnification Agreement (incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form S-1 (Commission File No. 333-284199), filed April 24, 2026).
99.1		Press Release, dated April 30, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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

4

Exhibit 99.1

CH4 Natural Solutions Corporation Announces Pricing of Initial Public Offering

NEW YORK—April 30, 2026—CH4 Natural Solutions Corporation (the “Company”) announced today the pricing of its initial public offering (“IPO”) of 20,000,000 units at a price of $10.00 per unit. The units will be listed on the New York Stock Exchange (the “NYSE”) and trade under the ticker symbol “MTNE.U” beginning on May 1, 2026. Each unit consists of one Class A ordinary share and one-half of one redeemable warrant, with each whole warrant entitling the holder thereof to purchase one of the Company’s Class A ordinary shares at an exercise price of $11.50 per share. Once the securities comprising the units begin separate trading, the Class A ordinary shares and warrants are expected to be listed on the NYSE under the symbols “MTNE” and “MTNE.WS,” respectively.

Santander is acting as the sole book running manager for the proposed offering. The Company has granted the underwriter a 45-day option to purchase up to an additional 3,000,000 units at the IPO price.

The public offering will only be made by means of a prospectus. Copies of the preliminary prospectus relating to the offering and final prospectus, when available, may be obtained from Santander US Capital Markets LLC, Attention: ECM Syndicate, 437 Madison Avenue, New York, New York 10022, by telephone at 833-818-1602.

A registration statement relating to these securities has been declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on April 30, 2026. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About CH4 Natural Solutions Corporation

CH4 Natural Solutions Corporation was formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination. The Company intends to focus its search for a target business with a significant real-asset footprint that may provide opportunities for attractive risk-adjusted returns and benefit from accelerated methane mitigation initiatives at scale. The Company is sponsored by CH4 Natural Solutions Acquisition Sponsor LLC, which is an affiliate of Riverstone Earth LLC (“Riverstone Earth”). Riverstone Earth is an outgrowth of Riverstone Holdings LLC, carrying on its 25-year track record in energy, infrastructure, and real-asset investing. Riverstone Earth applies a disciplined approach to nature-based systems, focusing on scalable businesses in agriculture, land management, and related energy and industrial supply chains that support efficiency, resilience, and long-term value creation.

Forward Looking Statements

This press release contains statements that constitute “forward-looking statements,” including with respect to the IPO. No assurance can be given that the offering discussed above will be

completed on the terms described, or at all. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and preliminary prospectus for the Company’s offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Contacts

Investors:

Arthuros Mangriotis, Chief Financial Officer, Chief Accounting Officer and Secretary

Email: info@mtne.co

Phone: 212-993-0076

Media:

Daniel Yunger

Kekst CNC

daniel.yunger@kekstcnc.com

FAQ

What did CH4 Natural Solutions Corporation (MTNE-UN) announce in this 8-K?

CH4 Natural Solutions Corporation reported completion of its IPO and related private placement. The company sold 20,000,000 units at $10.00 each and 200,000 private placement units. Combined proceeds of $200,000,000, including deferred underwriting fees, were placed in a trust account for a future business combination.

How is the CH4 Natural Solutions (MTNE-UN) IPO structured?

The IPO consists of units combining shares and warrants. Each of the 20,000,000 units sold at $10.00 includes one Class A ordinary share and one-half of one warrant. Each whole warrant allows purchase of one Class A share at an exercise price of $11.50 per share.

How much capital did CH4 Natural Solutions (MTNE-UN) place in its trust account?

The company deposited $200,000,000 of IPO and private placement proceeds into a trust account. This amount includes $6,000,000 of deferred underwriting discounts and commissions and is reserved for completing a business combination or redeeming public shares under specified conditions.

What are the private placement units in CH4 Natural Solutions (MTNE-UN)?

The company sold 200,000 private placement units at $10.00 each to its sponsor. These units are generally identical to the public units but subject to transfer restrictions. Holders agreed not to transfer them, except to permitted transferees, until 30 days after completing an initial business combination.

How long does CH4 Natural Solutions (MTNE-UN) have to complete a business combination?

The company has up to 24 months from the IPO closing to complete its initial business combination. If it does not close a transaction in that period, public shares are subject to redemption from the trust, except for amounts previously released to pay taxes.

What governance steps did CH4 Natural Solutions (MTNE-UN) take with its IPO?

The company appointed a board, formed key committees, and approved new governing documents. Several directors were designated independent under NYSE and SEC rules, audit and compensation committees were formed, and amended and restated memorandum and articles of association were approved in connection with the IPO.

Filing Exhibits & Attachments

14 documents

Press Releases

• EX-99.1 EX-99.1 6.6 KB

Agreements & Contracts

• EX-10.1 EX-10.1 43.9 KB
• EX-10.2 EX-10.2 71.7 KB
• EX-10.3 EX-10.3 86.3 KB
• EX-10.4 EX-10.4 10.6 KB
• EX-10.5 EX-10.5 34.1 KB

Other Documents

• EX-1.1 EX-1.1 199.9 KB
• EX-3.1 EX-3.1 292.5 KB
• EX-4.1 EX-4.1 96.9 KB
• EX-4.2 EX-4.2 104.5 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.8 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 14.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 25.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 16.0 KB