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CH4 Natural Solutions (MTNE) sponsor forfeits 333,333 Class B shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

CH4 Natural Solutions Corp reported that its affiliate CH4 Natural Solutions Acquisition Sponsor LLC automatically forfeited 333,333 Class B Ordinary Shares on June 15, 2026 after underwriters only partially exercised the IPO over-allotment option. Following this cancellation by the issuer, the sponsor holds 7,333,334 Class B shares, which are convertible into Class A Ordinary Shares on a one-for-one basis with no expiration, subject to anti-dilution adjustments. The transaction is classified as an "other" restructuring event, not an open-market trade, and upstream entities and David Leuschen may be deemed beneficial owners but expressly disclaim 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 10% Owner | 10% Owner | 10% Owner | 10% Owner | Chairman and CEO
Type Security Shares Price Value
Other Class B Ordinary Shares 333,333 $0.00 $0.00
Holdings After Transaction: Class B Ordinary Shares — 7,333,334 shares (Indirect, See footnote)
Footnotes (4)
  1. F1. The Class B Ordinary Shares are convertible into shares of the Issuer's Class A Ordinary Shares on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, and have no expiration date.
  2. F2. The Class B Ordinary Shares owned by CH4 Natural Solutions Acquisition Sponsor LLC (the "Sponsor") included up to 1,000,000 shares that were subject to forfeiture in the event the underwriters of the initial public offering of the Issuer's securities did not exercise their over-allotment option in full as described in the Issuer's Registration Statement on Form S-1 (File No. 333-284199). Because the underwriters exercised their over-allotment option in part and the remainder of the option expired, the Sponsor automatically forfeited 333,333 Class B Ordinary Shares on June 15, 2026 for cancellation by the Issuer.
  3. F3. The Sponsor is the record holder of the shares reported herein. CH4 Natural Solutions Acquisition Sponsor Holdings, LLC is the managing member of the Sponsor. CH4 Natural Solutions Acquisition Sponsor Manager, LLC is the managing member of CH4 Natural Solutions Acquisition Sponsor Holdings, LLC. Riverstone Earth LLC is the managing member of CH4 Natural Solutions Acquisition Sponsor Manager, LLC. David Leuschen is the sole member of Riverstone Earth LLC. As such, CH4 Natural Solutions Acquisition Sponsor Holdings, LLC, CH4 Natural Solutions Acquisition Sponsor Manager, LLC, Riverstone Earth LLC and David Leuschen may be deemed to have or share beneficial ownership of the ordinary shares held directly by the Sponsor. Such entity or person disclaims any beneficial ownership of such securities held by the Sponsor other than to the extent of any pecuniary interest they may have therein, directly or indirectly,
  4. F4. (Continued from footnote 3) 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 of the Securities Exchange Act of 1934, as amended, or any other purpose.
Restructuring shares 333,333 shares Class B Ordinary Shares forfeited and cancelled on June 15, 2026
Post-transaction holdings 7,333,334 shares Class B Ordinary Shares held by sponsor after forfeiture
Founder shares subject to forfeiture up to 1,000,000 shares Original Class B shares potentially forfeitable based on IPO over-allotment
Conversion ratio 1:1 Class B Ordinary Shares into Class A Ordinary Shares, subject to anti-dilution
Class B Ordinary Shares financial
"The Class B Ordinary Shares are convertible into shares of the Issuer's Class A Ordinary Shares on a one-for-one basis"
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 in the event the underwriters of the initial public offering ... did 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.
anti-dilution rights financial
"on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights"
beneficial ownership financial
"may be deemed to have or share beneficial ownership of the ordinary shares held directly by the Sponsor"
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.
Section 16 regulatory
"for purposes of Section 16 of the Securities Exchange Act of 1934, as amended"
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.

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Form 4 Insider Transactions: What Each Field Means →

FAQ

What insider transaction did CH4 Natural Solutions Corp (MTNE) report on this Form 4?
CH4 Natural Solutions Corp reported that its sponsor entity forfeited 333,333 Class B Ordinary Shares for cancellation. The forfeiture occurred automatically after IPO underwriters only partially exercised their over-allotment option, and it is classified as an “other” restructuring event, not an open-market trade.

How many CH4 Natural Solutions Corp (MTNE) Class B shares does the sponsor hold after the forfeiture?
After forfeiting 333,333 Class B Ordinary Shares, the sponsor holds 7,333,334 Class B shares. These remaining Class B shares are still outstanding at the sponsor level and can be converted into Class A Ordinary Shares on a one-for-one basis, subject to anti-dilution adjustments.

Why were 333,333 Class B shares of CH4 Natural Solutions Corp (MTNE) forfeited?
The 333,333 Class B shares were forfeited because up to 1,000,000 sponsor shares were subject to forfeiture if IPO underwriters did not fully exercise their over-allotment option. Since the option was only partially exercised and then expired, the remaining 333,333 shares were automatically surrendered for cancellation.

Are CH4 Natural Solutions Corp (MTNE) Class B shares convertible into Class A shares?
Yes. The Class B Ordinary Shares are convertible into Class A Ordinary Shares on a one-for-one basis. This conversion is subject to anti-dilution adjustments, and the Class B shares carry no expiration date, giving holders flexibility on when to convert into Class A shares.

How is David Leuschen connected to the CH4 Natural Solutions Corp (MTNE) sponsor shares?
The filing explains that David Leuschen is the sole member of Riverstone Earth LLC, which indirectly controls the sponsor entity holding the Class B shares. Because of this chain of ownership, he and the related entities may be deemed beneficial owners but formally disclaim beneficial ownership beyond any pecuniary interest.

Does the CH4 Natural Solutions Corp (MTNE) Form 4 reflect a market purchase or sale of shares?
No. The Form 4 describes an automatic forfeiture and cancellation of 333,333 Class B shares tied to the IPO over-allotment mechanics. It is coded as an “other” restructuring transaction, not an open-market purchase or sale, and no transaction price per share is reported.
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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. Issuer Name and Ticker or Trading Symbol
CH4 Natural Solutions Corp [ MTNE ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/15/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B Ordinary Shares(1)06/15/2026J(2)333,333 (1) (1)Class A Ordinary Shares333,333(1)7,333,334ISee footnote(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)
Chairman and CEO
Explanation of Responses:
1. The Class B Ordinary Shares are convertible into shares of the Issuer's Class A Ordinary Shares on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, and have no expiration date.
2. The Class B Ordinary Shares owned by CH4 Natural Solutions Acquisition Sponsor LLC (the "Sponsor") included up to 1,000,000 shares that were subject to forfeiture in the event the underwriters of the initial public offering of the Issuer's securities did not exercise their over-allotment option in full as described in the Issuer's Registration Statement on Form S-1 (File No. 333-284199). Because the underwriters exercised their over-allotment option in part and the remainder of the option expired, the Sponsor automatically forfeited 333,333 Class B Ordinary Shares on June 15, 2026 for cancellation by the Issuer.
3. The Sponsor is the record holder of the shares reported herein. CH4 Natural Solutions Acquisition Sponsor Holdings, LLC is the managing member of the Sponsor. CH4 Natural Solutions Acquisition Sponsor Manager, LLC is the managing member of CH4 Natural Solutions Acquisition Sponsor Holdings, LLC. Riverstone Earth LLC is the managing member of CH4 Natural Solutions Acquisition Sponsor Manager, LLC. David Leuschen is the sole member of Riverstone Earth LLC. As such, CH4 Natural Solutions Acquisition Sponsor Holdings, LLC, CH4 Natural Solutions Acquisition Sponsor Manager, LLC, Riverstone Earth LLC and David Leuschen may be deemed to have or share beneficial ownership of the ordinary shares held directly by the Sponsor. Such entity or person disclaims any beneficial ownership of such securities held by the Sponsor other than to the extent of any pecuniary interest they may have therein, directly or indirectly,
4. (Continued from footnote 3) 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 of the Securities Exchange Act of 1934, as amended, or any other purpose.
CH4 Natural Solutions Acquisition Sponsor LLC, By: Arthuros Mangriotis, Authorized Person, /s/ Arthuros Mangriotis06/15/2026
CH4 Natural Solutions Acquisition Sponsor Holdings, LLC, By: Arthuros Mangriotis, Authorized Person, /s/ Arthuros Mangriotis06/15/2026
CH4 Natural Solutions Acquisition Sponsor Manager, LLC, By: Arthuros Mangriotis, Authorized Person, /s/ Arthuros Mangriotis06/15/2026
Riverstone Earth LLC, By: Arthuros Mangriotis, Attorney-in-fact, /s/ Arthuros Mangriotis06/15/2026
David Leuschen, By: Arthuros Mangriotis, Attorney-in-fact, /s/ Arthuros Mangriotis06/15/2026
** 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 4 (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 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR