[8-K] CH4 Natural Solutions Corp Reports Material Event

Rhea-AI Filing Summary

CH4 Natural Solutions Corporation reports completion of its initial public offering and a partial over-allotment exercise, together with a related private placement. The IPO comprised 20,000,000 units at $10.00 per unit and the underwriter later purchased 2,000,000 additional over-allotment units at the same price. A separate private placement of 200,000 units at $10.00 per unit generated an extra $2,000,000. In total, $220,000,000, including deferred underwriting discounts and commissions, was deposited into a trust account for the benefit of shareholders. The accompanying unaudited pro forma balance sheet as of May 8, 2026 shows 22,000,000 Class A ordinary shares subject to possible redemption at $10.00 per share and records related deferred underwriting fees, advisory fees, and over-allotment option adjustments.

Insights

Capital markets analyst

SPAC IPO and over-allotment fund a $220M trust structure.

CH4 Natural Solutions completed a SPAC-style IPO with 20,000,000 units sold at $10.00 per unit, plus a 2,000,000-unit over-allotment and a 200,000-unit private placement. The structure channels proceeds into a designated trust account for future business combination activity.

The balance sheet shows $220,000,000 held in a Trust Account as of May 8, 2026, matching 22,000,000 Class A ordinary shares subject to possible redemption at $10.00 per share. Deferred underwriting fees of $6,600,000 and advisory fees of $6,600,000 are recorded as liabilities, reflecting typical SPAC transaction costs.

Future developments will depend on how the company deploys the trust proceeds in a qualifying acquisition and how many shareholders elect redemption when a transaction is proposed. Subsequent filings may provide details on target identification and the remaining over-allotment option window.

8-K Event Classification

2 items: 8.01, 9.01

2 items

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 sold: 20,000,000 units at $10.00 Over-allotment units: 2,000,000 units at $10.00 Private placement: 200,000 units at $10.00 +5 more

8 metrics

IPO units sold 20,000,000 units at $10.00 Initial public offering on May 4, 2026

Over-allotment units 2,000,000 units at $10.00 Partial over-allotment exercise on May 8, 2026

Private placement 200,000 units at $10.00 Simultaneous private sale on May 4, 2026

Trust account balance $220,000,000 Cash held in Trust Account as of May 8, 2026

Redeemable Class A shares 22,000,000 shares at $10.00 Class A ordinary shares subject to possible redemption

Deferred underwriting fees $6,600,000 Liability after over-allotment-related adjustment

Advisory fees on over-allotment $600,000 3.0% of $20,000,000 over-allotment proceeds

Total assets pro forma $221,893,407 As adjusted balance sheet as of May 8, 2026

Key Terms

over-allotment option, Trust Account, Class A ordinary shares subject to possible redemption, deferred underwriting fees payable, +2 more

6 terms

over-allotment option financial

"underwriters were granted a 45-day option from the date of the prospectus for the IPO to purchase up to 3,000,000 additional units to cover over-allotments"

An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.

Trust Account financial

"A total of $20,000,000 of the net proceeds from the sale of the over-allotment option units was deposited in a trust account maintained by Continental Stock Transfer & Trust Company"

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.

Class A ordinary shares subject to possible redemption financial

"Class A ordinary shares subject to possible redemption, 22,000,000 shares at $10.00 per share"

deferred underwriting fees payable financial

"Deferred underwriting fees payable 6,000,000 ... 600,000 ... 6,600,000"

advisory fees financial

"Advisory fees 6,000,000 ... 600,000 ... To record advisory fees on the sale of over-allotment Units"

Advisory fees are payments made to financial advisors or investment managers for guidance, portfolio management, or other services, typically charged as a fixed amount or a percentage of assets under management. They matter because they lower an investor’s net returns—like paying a mechanic to tune a car, you expect better performance, so investors weigh whether the cost is justified by higher returns, better risk control, or convenience.

accumulated deficit financial

"Accumulated deficit (12,796,906) ... (13,249,706)"

Accumulated deficit is the running total of a company’s past net losses minus any profits, showing how much the business has eaten into its own funds over time—think of it like a bank account that’s been overdrawn by repeated shortfalls. It matters to investors because a large accumulated deficit reduces the cushion that protects owners and creditors, can limit dividends or borrowing, and signals how much funding the company may need to reach profitability.

Understanding 8-K Material Events →

CH4 Natural Solutions Corp false 0002044817 0002044817 2026-05-08 2026-05-08 0002044817 mtne:UnitsEachConsistingOfOneClassAOrdinaryShare0.0001ParValueAndOneHalfOfOneWarrantMember 2026-05-08 2026-05-08 0002044817 us-gaap:CapitalUnitClassAMember 2026-05-08 2026-05-08 0002044817 mtne:WarrantsExercisableForOneClassAOrdinaryShareAtAnExercisePriceOf11.50PerShareMember 2026-05-08 2026-05-08

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): May 8, 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)		(I.R.S. 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, each whole warrant 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 8.01 Other Events.

As previously disclosed, on May 4, 2026, CH4 Natural Solutions Corporation (the “Company”) completed its initial public offering (the “IPO”) of 20,000,000 units (the “IPO Units”). On May 6, 2026, the underwriter of the Company’s IPO exercised its over-allotment option in part and on May 8, 2026, the underwriter purchased an additional 2,000,000 units (the “Option Units”). Each Option Unit 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 whole warrant entitling the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share. The Option Units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $20,000,000.

As previously disclosed, on May 4, 2026, simultaneously with the consummation of the IPO, the Company completed the private sale (the “Private Placement”) of 200,000 units (the “Private Placement Units”) at a purchase price of $10.00 per Private Placement Unit to CH4 Natural Solutions Acquisition Security Holdings, LLC, generating gross proceeds to the Company of $2,000,000.

Of the net proceeds of the IPO, the sale of the Private Placement Units and the sale of the Option Units, a total of $220,000,000, including $6,600,000 of deferred underwriting discounts and commissions, was placed in a trust account with Continental Stock Transfer & Trust Company acting as trustee.

An unaudited balance sheet as of May 8, 2026 reflecting receipt of the proceeds from the consummation of the IPO, the Private Placement and the underwriter’s partial exercise of its over-allotment option, has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description of Exhibits
99.1		Unaudited Balance Sheet, as of May 8, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

1

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 14, 2026				By:		/s/ Arthuros Mangriotis
				Name:		Arthuros Mangriotis
				Title:		Chief Financial Officer, Chief Accounting Officer and Secretary

2

Exhibit 99.1

CH4 NATURAL SOLUTIONS CORPORATION

BALANCE SHEET

MAY 08, 2026

		MAY 04, 2026				Pro Forma Adjustments						As Adjusted
						(Unaudited)						(Unaudited)
ASSETS
Cash		$	1,663,700			$						$	1,663,700
Prepaid expenses			130,955										130,955
Total current assets			1,794,655				—						1,794,655
Cash held in Trust Account			200,000,000				20,000,000			(1)			220,000,000
Prepaid insurance - long term			98,752										98,752
Total Assets		$	201,893,407				$20,000,000					$	221,893,407
LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accounts payable		$	215,781			$						$	215,781
Due to related party			909,610										909,610
Accrued expenses			1,168,335										1,168,335
Total current liabilities			2,293,726				—						2,293,726
Deferred underwriting fees payable			6,000,000				600,000			(2)			6,600,000
Overallotment liability			220,800				(147,200	)		(4)			73,600
Advisory fees			6,000,000				600,000			(3)			6,600,000
Deferred legal fees			175,000										175,000
Total liabilities			14,689,526				1,052,800						15,742,326
Commitments and Contingencies
Class A ordinary shares subject to possible redemption, 22,000,000 shares at $10.00 per share			200,000,000				19,079,600			(1)			220,000,000
							(586,194	)		(2)
							1,506,594			(5)
Shareholders’ Deficit:
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding			—										—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 200,000 issued and outstanding (excluding 22,000,000 shares subject to possible redemption)			20										20
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 7,666,667 shares issued and outstanding (1)			767										767
Additional paid-in capital			—				920,400			(1)			(600,000	)
							(13,806	)		(2)
							(1,506,594	)		(5)
Accumulated deficit			(12,796,906	)			147,200			(4)			(13,249,706	)
							(600,000	)		(3)
Total shareholders’ deficit			(12,796,119	)			(1,052,800	)					(13,848,919	)
Total Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit		$	201,893,407			$	20,000,000					$	221,893,407

See Note to Pro Forma Unaudited Balance Sheet.

NOTE 1 – CLOSING OF OVER-ALLOTMENT OPTION

The accompanying unaudited Pro Forma Balance Sheet presents the Balance Sheet of CH4 Natural Solutions Corporation (the “Company”) as of May 8, 2026, adjusted for the closing of the underwriters’ partial exercise of their over-allotment option and related transactions, which closed on May 8, 2026, as described below.

On May 4, 2026, the Company consummated its initial public offering (“IPO”) of 20,000,000 units (the “units”). The units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $200,000,000. Each unit consists of one Class A ordinary share, par value $0.0001 per share (the “Class A ordinary shares”) and one-half of one warrant (“public warrant”) of the Company. Each whole public warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. Simultaneously with the closing of the IPO, 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 CH4 Natural Solutions Acquisition Security Holdings, LLC generating gross proceeds to the Company of $2,000,000.

In connection with the IPO, the underwriters were granted a 45-day option from the date of the prospectus for the IPO to purchase up to 3,000,000 additional units to cover over-allotments, if any. On May 6, 2026, the underwriters partially exercised their over-allotment option to purchase an additional 2,000,000 units at a purchase price of $10.00 per unit, generating additional gross proceeds of $20,000,000. The underwriters have 45 days from the date of the prospectus for the IPO to exercise the remainder of the over-allotment option.

A total of $20,000,000 of the net proceeds from the sale of the over-allotment option units was deposited in a trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), bringing the aggregate proceeds deposited in the Trust Account to $220,000,000.

Pro forma adjustments to reflect the exercise of the underwriters’ over-allotment option are as follows:

		Pro Forma Entries		Debit ($)				Credit ($)
(1)		Cash held in trust account			20,000,000
		Class A ordinary shares subject to possible redemption							19,079,600
		Additional paid-in capital							920,400
		To record the sale of Underwriters’ over-allotment Units: 2,000,000 at $10.00/unit; par value of $0.0001
(2)		Class A ordinary shares subject to possible redemption			586,194
		Additional paid-in capital			13,806
		Deferred underwriting fees payable							600,000
		To record deferred underwriting fees on the sale of over-allotment Units (3.0% of $20,000,000 in proceeds)
(3)		Accumulated deficit			600,000
		Advisory fees							600,000
		To record advisory fees on the sale of over-allotment Units (3.0% of $20,000,000 in proceeds)
(4)		Over-allotment option liability			147,200
		Accumulated deficit							147,200
		To record the write-off of two-third of the over-allotment option liability due to the exercise of two-third of the over-allotment option by the underwriters. The underwriters have 45 days from the date of the prospectus for the IPO to exercise the remaining portion of the over-allotment option.
(5)		Additional paid-in capital			1,506,594
		Class A ordinary shares subject to possible redemption							1,506,594
		To record accretion of ordinary shares subject to redemption to an amount of $10.00 per share.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 53.0 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.8 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 14.5 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 24.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 15.5 KB