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CH4 Natural Solutions (MTNE) sponsor discloses 7.67M Class B shares with forfeiture risk

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

CH4 Natural Solutions Corp insider entities filed an initial Form 3 showing indirect holdings of 7,666,667 Class B ordinary shares of MTNE through CH4 Natural Solutions Acquisition Sponsor LLC. These Class B shares automatically convert into Class A ordinary shares on a one-for-one basis at the time of the company’s initial business combination, subject to anti-dilution adjustments and with no expiration date. The position includes 1,000,000 Class B shares that may be forfeited if the underwriters in the initial public offering do not fully exercise their over-allotment option. The filing attributes record ownership to the sponsor LLC and explains an ownership chain through several LLCs and Riverstone Earth LLC to David M. Leuschen, who, along with the related entities, disclaims beneficial ownership beyond any pecuniary interest.

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Insider CH4 Natural Solutions Acquisition Sponsor LLC, CH4 Natural Solutions Acquisition Sponsor Holdings, LLC, CH4 Natural Solutions Acquisition Sponsor Manager, LLC, Riverstone Earth LLC, LEUSCHEN DAVID M
Role null | null | null | null | Chief Executive Officer
Type Security Shares Price Value
holding Class B Ordinary Shares, par value $0.0001 per share -- -- --
Holdings After Transaction: Class B Ordinary Shares, par value $0.0001 per share — 7,666,667 shares (Indirect, See footnotes)
Footnotes (1)
  1. The Class B Ordinary Shares are automatically convertible into the Issuer's Class A Ordinary Shares at the time of the Issuer's initial business combination (with such conversion taking place immediately prior to, simultaneously with, or immediately following the time of the Issuer's initial business combination, as may be determined by the Issuer's directors) on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, and have no expiration date. Includes 1,000,000 Class B Ordinary Shares that are subject to forfeiture if the underwriters in the Issuer's initial public offering do not exercise their over-allotment option in full. CH4 Natural Solutions Acquisition Sponsor LLC is the record holder of the shares reported herein. David M. Leuschen is the sole and managing member of Riverstone Earth LLC, which is the sole and managing member of CH4 Natural Solutions Acquisition Sponsor Manager, LLC. CH4 Natural Solutions Acquisition Sponsor Manager, LLC is the managing member of CH4 Natural Solutions Acquisition Sponsor Holdings, LLC. CH4 Natural Solutions Acquisition Sponsor Holdings, LLC is the sole and managing member of CH4 Natural Solutions Acquisition Sponsor LLC. Each of CH4 Natural Solutions Acquisition Sponsor Holdings, LLC, CH4 Natural Solutions Acquisition Sponsor Manager, LLC, Riverstone Earth LLC and Mr. Leuschen may be deemed to have or share beneficial ownership of the ordinary shares held directly by CH4 Natural Solutions Acquisition Sponsor LLC. Each such entity or person disclaims any such beneficial ownership of such securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
Indirect Class B holdings 7,666,667 shares Class B Ordinary Shares held through sponsor LLC
Shares subject to forfeiture 1,000,000 shares Class B shares forfeitable if IPO over-allotment not exercised in full
Conversion ratio 1-for-1 Automatic conversion of Class B into Class A at initial business combination
Exercise / conversion price $0.0000 per share Listed exercise or conversion price for Class B into Class A
Class B Ordinary Shares financial
"The Class B Ordinary Shares are automatically convertible into the Issuer's Class A Ordinary Shares"
Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.
over-allotment option financial
"subject to forfeiture if the underwriters in the Issuer's initial public offering do not exercise their over-allotment option in full"
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.
beneficial ownership financial
"may be deemed to have or share beneficial ownership of the ordinary shares held directly"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interest financial
"disclaims any such beneficial ownership of such securities except to the extent of their pecuniary interest therein"
Section 16 regulatory
"this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16"
Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.
Understanding Insider Trading Forms →
SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
CH4 Natural Solutions Acquisition Sponsor LLC
(Last)(First)(Middle)
C/O RIVERSTONE EARTH LLC
712 FIFTH AVENUE, 36TH FLOOR
(Street)
NEW YORK NEW YORK 10019
(City)(State)(Zip)
UNITED STATES
(Country)		2. Date of Event Requiring Statement (Month/Day/Year)
04/30/2026		3. Issuer Name and Ticker or Trading Symbol
CH4 Natural Solutions Corp [ MTNE ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below)Other (specify below)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B Ordinary Shares, par value $0.0001 per share (1) (1)Class A Ordinary Shares, par value $0.0001 per share7,666,667(2)(1)ISee footnotes(3)(4)
1. Name and Address of Reporting Person*
CH4 Natural Solutions Acquisition Sponsor LLC
(Last)(First)(Middle)
C/O RIVERSTONE EARTH LLC
712 FIFTH AVENUE, 36TH FLOOR
(Street)
NEW YORK NEW YORK 10019
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
CH4 Natural Solutions Acquisition Sponsor Holdings, LLC
(Last)(First)(Middle)
C/O RIVERSTONE EARTH LLC
712 FIFTH AVENUE, 36TH FLOOR
(Street)
NEW YORK NEW YORK 10019
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
CH4 Natural Solutions Acquisition Sponsor Manager, LLC
(Last)(First)(Middle)
C/O RIVERSTONE EARTH LLC
712 FIFTH AVENUE, 36TH FLOOR
(Street)
NEW YORK NEW YORK 10019
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Riverstone Earth LLC
(Last)(First)(Middle)
C/O RIVERSTONE EARTH LLC
712 FIFTH AVENUE, 36TH FLOOR
(Street)
NEW YORK NEW YORK 10019
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
LEUSCHEN DAVID M
(Last)(First)(Middle)
C/O RIVERSTONE EARTH LLC
712 FIFTH AVENUE, 36TH FLOOR
(Street)
NEW YORK NEW YORK 10019
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
Explanation of Responses:
1. The Class B Ordinary Shares are automatically convertible into the Issuer's Class A Ordinary Shares at the time of the Issuer's initial business combination (with such conversion taking place immediately prior to, simultaneously with, or immediately following the time of the Issuer's initial business combination, as may be determined by the Issuer's directors) on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, and have no expiration date.
2. Includes 1,000,000 Class B Ordinary Shares that are subject to forfeiture if the underwriters in the Issuer's initial public offering do not exercise their over-allotment option in full.
3. CH4 Natural Solutions Acquisition Sponsor LLC is the record holder of the shares reported herein. David M. Leuschen is the sole and managing member of Riverstone Earth LLC, which is the sole and managing member of CH4 Natural Solutions Acquisition Sponsor Manager, LLC. CH4 Natural Solutions Acquisition Sponsor Manager, LLC is the managing member of CH4 Natural Solutions Acquisition Sponsor Holdings, LLC. CH4 Natural Solutions Acquisition Sponsor Holdings, LLC is the sole and managing member of CH4 Natural Solutions Acquisition Sponsor LLC.
4. Each of CH4 Natural Solutions Acquisition Sponsor Holdings, LLC, CH4 Natural Solutions Acquisition Sponsor Manager, LLC, Riverstone Earth LLC and Mr. Leuschen may be deemed to have or share beneficial ownership of the ordinary shares held directly by CH4 Natural Solutions Acquisition Sponsor LLC. Each such entity or person disclaims any such beneficial ownership of such securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
Remarks:
Exhibit 24.1 - Power of Attorney Exhibit 24.2 - Power of Attorney
CH4 Natural Solutions Acquisition Sponsor LLC, By: /s/ Arthuros Mangriotis, Authorized Person04/30/2026
CH4 Natural Solutions Acquisition Sponsor Holdings, LLC, By: /s/ Arthuros Mangriotis, Authorized Person04/30/2026
CH4 Natural Solutions Acquisition Sponsor Manager, LLC, By: /s/ Arthuros Mangriotis, Authorized Person04/30/2026
Riverstone Earth LLC, By: /s/ Arthuros Mangriotis, Attorney-in-fact04/30/2026
David Leuschen, By: /s/ Arthuros Mangriotis, Attorney-in-fact04/30/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What does the MTNE Form 3 for CH4 Natural Solutions show?

The Form 3 reports indirect holdings of 7,666,667 Class B ordinary shares of CH4 Natural Solutions Corp, held through CH4 Natural Solutions Acquisition Sponsor LLC, as the initial ownership disclosure for several related entities and David M. Leuschen as a ten percent owner and executive.

How many MTNE Class B shares are reported as held by the sponsor?

The filing shows 7,666,667 Class B ordinary shares indirectly held through CH4 Natural Solutions Acquisition Sponsor LLC. This entire amount is currently reported as beneficially owned for Section 16 purposes, subject to the detailed ownership chain and related beneficial ownership disclaimers in the footnotes.

Can MTNE Class B shares reported in the Form 3 convert into Class A shares?

Yes. The Form 3 states that the Class B ordinary shares automatically convert into Class A ordinary shares on a one-for-one basis at the time of CH4 Natural Solutions Corp’s initial business combination, subject to specified anti-dilution adjustments, and that these Class B shares have no expiration date.

What is the significance of the 1,000,000 MTNE Class B shares subject to forfeiture?

The filing notes that 1,000,000 of the reported Class B ordinary shares are subject to forfeiture if underwriters in CH4 Natural Solutions Corp’s initial public offering do not fully exercise their over-allotment option, meaning the final number of sponsor-held Class B shares may be reduced depending on that outcome.

How is indirect beneficial ownership structured for MTNE in this Form 3?

The Form 3 explains that CH4 Natural Solutions Acquisition Sponsor LLC is the record holder, with an ownership chain running through CH4 Natural Solutions Acquisition Sponsor Holdings, Manager, and Riverstone Earth LLC to David M. Leuschen, and that each entity or person may be deemed to share beneficial ownership but disclaims it beyond pecuniary interest.

Does David M. Leuschen personally hold the MTNE shares reported on this Form 3?

The shares are held of record by CH4 Natural Solutions Acquisition Sponsor LLC, not directly by David M. Leuschen. The filing states that Mr. Leuschen and related entities may be deemed to share beneficial ownership, but each disclaims beneficial ownership except to the extent of any pecuniary interest.