BRD / Beard Energy Transition Acquisition Corp - Class A - Документы SEC, Годовой отчет, Доверенное заявление

BRD / Beard Energy Transition Acquisition Corp - Class A / ADAGE CAPITAL PARTNERS GP, L.L.C. - BEARD ENERGY TRANSITION ACQUISITION CORP. Passive Investment

SC 13G/A 1 p24-0621sc13ga.htm BEARD ENERGY TRANSITION ACQUISITION CORP. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Beard Energy Transition Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 07402Q101 (CUSIP Number) December 31, 2023 (Date of Ev

BRD / Beard Energy Transition Acquisition Corp - Class A / Saba Capital Management, L.P. - FORM SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Beard Energy Transition Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 07402Q101 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to des

BRD / Beard Energy Transition Acquisition Corp - Class A / HIGHBRIDGE CAPITAL MANAGEMENT LLC - BEARD ENERGY TRANSITION ACQUISITION CORP. Passive Investment

SC 13G/A 1 p24-0122sc13ga.htm BEARD ENERGY TRANSITION ACQUISITION CORP. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Beard Energy Transition Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 07402Q101 (CUSIP Number) December 31, 2023 (Date of ev

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-41098 Beard Energy Transition Acquisition Corp. (Exact name of registra

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on December 26, 2023, pursuant to the provisions of Rule 12d2-2 (a).

TERMINATION OF THE BUSINESS COMBINATION AGREEMENT

Exhibit 10.1 TERMINATION OF THE BUSINESS COMBINATION AGREEMENT THIS TERMINATION OF THE BUSINESS COMBINATION AGREEMENT (this “Termination Agreement”) is entered into as of 27 November, 2023 (the “Termination Date”), by and among Beard Energy Transition Acquisition Corp., a Delaware corporation (“Acquiror”), Suntuity Inc., a Delaware corporation and wholly owned Subsidiary of Acquiror (“New PubCo”),

BEARD ENERGY TRANSITION ACQUISITION CORP. AND SUNTUITY RENEWABLES Mutually Agree to Terminate Business Combination Agreement

Exhibit 99.1 BEARD ENERGY TRANSITION ACQUISITION CORP. AND SUNTUITY RENEWABLES Mutually Agree to Terminate Business Combination Agreement NEW YORK, N.Y. and HOLMDEL, N.J., November 27, 2023 – Beard Energy Transition Acquisition Corp., a special purpose acquisition corporation (“BRD” or the “Company”) (NYSE: BRD, BRD.U, BRD.WS), and Suntuity Renewables, a leading provider of renewable energy soluti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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): November 27, 2023 Beard Energy Transition Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41098 86-1990354 (State or other jurisdiction of incorp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Beard Energy Transition Acquisition Cor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): August 16, 2023 BEARD ENERGY TRANSITION ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41098 86-1990354 (State or other jurisdiction (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Beard Energy Transition Acquisition Corp. (E

Amended and Restated Investment Management Trust Agreement, dated May 26, 2023 by and between Beard Energy Transition Acquisition Corp., Beard Energy Transition Acquisition Holdings LLC and Continental Stock Transfer & Trust Company, as trustee.

Exhibit 10.1 AMENDED AND RESTATED INVESTMENT MANAGEMENT TRUST AGREEMENT This Amended and Restated Investment Management Trust Agreement (this “Agreement”) is made effective as of May 26, 2023, by and among Beard Energy Transition Acquisition Corp., a Delaware corporation (the “Company”), Beard Energy Transition Acquisition Holdings LLC, a Delaware limited liability company (“Opco” and together wit

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 25, 2023 BEARD ENERGY TRANSIT

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 25, 2023 BEARD ENERGY TRANSITION ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41098 86-1990354 (State or other jurisdiction (Commission Fi

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 25, 2023 BEARD ENERGY TRANSIT

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 25, 2023 BEARD ENERGY TRANSITION ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41098 86-1990354 (State or other jurisdiction (Commission Fi

Promissory Note, dated as of May 26, 2023, by and between Beard Energy Transition Acquisition Holdings LLC and Suntuity Renewables LLC.

Exhibit 10.2 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Second Amended and Restated Certificate of Incorporation of Beard Energy Transition Acquisition Corp.

Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BEARD ENERGY TRANSITION ACQUISITION CORP. May 25, 2023 Beard Energy Transition Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Beard Energy Transition Acquisition Corp.”. The Corporation was o

Promissory Note, dated as of May 26, 2023, by and between Beard Energy Transition Acquisition Holdings LLC and Suntuity Renewables LLC.

Exhibit 10.2 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Amended and Restated Investment Management Trust Agreement, dated May 26, 2023 by and between Beard Energy Transition Acquisition Corp., Beard Energy Transition Acquisition Holdings LLC and Continental Stock Transfer & Trust Company, as trustee.

Exhibit 10.1 AMENDED AND RESTATED INVESTMENT MANAGEMENT TRUST AGREEMENT This Amended and Restated Investment Management Trust Agreement (this “Agreement”) is made effective as of May 26, 2023, by and among Beard Energy Transition Acquisition Corp., a Delaware corporation (the “Company”), Beard Energy Transition Acquisition Holdings LLC, a Delaware limited liability company (“Opco” and together wit

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 25, 2023 BEARD ENERGY TRANSIT

Filed by Suntuity Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Beard Energy Transition Acquisition Corp. Commission File No.: 001-41098 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 A

Second Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-41098), filed with the Securities and Exchange Commission on May 30, 2023).

Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BEARD ENERGY TRANSITION ACQUISITION CORP. May 25, 2023 Beard Energy Transition Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Beard Energy Transition Acquisition Corp.”. The Corporation was o

Beard Energy Transition Acquisition Corp. Announces Stockholder Approval of Proposals at Special Meeting

Filed by Beard Energy Transition Acquisition Corp. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Beard Energy Transition Acquisition Corp. Commission File No.: 001-41098 Beard Energy Transition Acquisition Corp. Announces Stockholder Approval of Proposals at Special Meeting NEW YORK, NY (May 25, 2

Beard Energy Transition Acquisition Corp. Announces Stockholder Approval of Proposals at Special Meeting

Filed by Suntuity Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Beard Energy Transition Acquisition Corp. Commission File No.: 001-41098 Beard Energy Transition Acquisition Corp. Announces Stockholder Approval of Proposals at Special Meeting NEW YORK, NY (May 25, 2023) – Beard Energy Transiti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

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 18, 2023 BEARD ENERGY TRANSIT

425 Filed by Suntuity Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Beard Energy Transition Acquisition Corp. Commission File No.: 001-41098 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 Exchan

Entry into a Material Definitive Agreement, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events

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 18, 2023 BEARD ENERGY TRANSITION ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41098 86-1990354 (State or incorporation or organization) (C

Regulation FD Disclosure, Financial Statements and Exhibits

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 19, 2023 BEARD ENERGY TRANSITION ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41098 86-1990354 (State or incorporation or organization) (C

Leading Residential Solar Provider Suntuity Renewables to Become a Public Company Through Business Combination with Beard Energy Transition Acquisition Corp.

EX-99.1 Exhibit 99.1 Leading Residential Solar Provider Suntuity Renewables to Become a Public Company Through Business Combination with Beard Energy Transition Acquisition Corp. • Suntuity is contributing to America’s transition to solar energy and home electrification. The Company conducts comprehensive customer outreach and engagement and provides end-to-end solar system and energy storage desi

Form of Lock-Up Agreement.

EX-10.3 Exhibit 10.3 May 18, 2023 Beard Energy Transition Acquisition Corp. 595 Madison Avenue, 28th Floor New York, NY 10022 Suntuity Inc. 595 Madison Avenue, 28th Floor New York, NY 10022 Re: Lock-Up Agreement Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Business Combination Agreement (as the same may be amended, supplemented or mod

Sponsor Agreement, dated as of May 18, 2023, by and among Beard Energy Transition Acquisition Sponsor LLC, Beard Energy Transition Acquisition Corp., Beard Energy Transition Acquisition Holdings LLC, Suntuity Inc., Suntuity Renewables LLC and Gregory A Beard.

EX-10.2 Exhibit 10.2 SPONSOR AGREEMENT This SPONSOR AGREEMENT (this “Agreement”), dated as of May 18, 2023, is made by and among Beard Energy Transition Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Beard Energy Transition Acquisition Corp., a Delaware corporation (“Acquiror”), Beard Energy Transition Acquisition Holdings LLC, a Delaware limited liability company a

Business Combination Agreement, dated as of May 18, 2023, by and among Beard Energy Transition Acquisition Corp, Suntuity Inc., Beard Merger Sub I Corp., Beard Merger Sub II LLC, Suntuity Renewables, LLC and, for limited purposes, Beard Energy Transition Acquisition Sponsor LLC and Gregory A. Beard.

EX-2.1 Exhibit 2.1 BUSINESS COMBINATION AGREEMENT by and among BEARD ENERGY TRANSITION ACQUISITION CORP., SUNTUITY RENEWABLES, LLC, SUNTUITY INC., BEARD MERGER SUB I CORP., BEARD MERGER SUB II LLC and, solely for purposes of Section 7.17 and Article X, BEARD ENERGY TRANSITION ACQUISITION SPONSOR LLC and GREGORY A. BEARD Dated as of May 18, 2023 TABLE OF CONTENTS Page ARTICLE I THE MERGERS, THE OpC

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 18, 2023 BEARD ENERGY TRANSIT

425 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 18, 2023 BEARD ENERGY TRANSITION ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41098 86-1990354 (State or incorporation or organization

Business Combination Agreement, dated as of May 18, 2023, by and among Beard Energy Transition Acquisition Corp, Suntuity Inc., Beard Merger Sub I Corp., Beard Merger Sub II LLC, Suntuity Renewables, LLC and, for limited purposes, Beard Energy Transition Acquisition Sponsor LLC and Gregory A. Beard (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 001-41098), filed with the Securities and Exchange Commission on May 19, 2023).

EX-2.1 Exhibit 2.1 BUSINESS COMBINATION AGREEMENT by and among BEARD ENERGY TRANSITION ACQUISITION CORP., SUNTUITY RENEWABLES, LLC, SUNTUITY INC., BEARD MERGER SUB I CORP., BEARD MERGER SUB II LLC and, solely for purposes of Section 7.17 and Article X, BEARD ENERGY TRANSITION ACQUISITION SPONSOR LLC and GREGORY A. BEARD Dated as of May 18, 2023 TABLE OF CONTENTS Page ARTICLE I THE MERGERS, THE OpC

Disclaimer Basis of Presentation This Presentation (this “Presentation”) is provided for informational purposes only with respect to the potential business combination between Suntuity Renewables LLC (“Suntuity”), Beard Energy Transition Acquisition

EX-99.2 Exhibit 99.2 Investor Presentation May 2023 Disclaimer Basis of Presentation This Presentation (this “Presentation”) is provided for informational purposes only with respect to the potential business combination between Suntuity Renewables LLC (“Suntuity”), Beard Energy Transition Acquisition Corp. (“Beard”), Suntuity Inc. (“NewCo”) and the other parties to the Business Combination Agreeme

Support Agreement, dated as of May 18, 2023, by and among Beard Energy Transition Acquisition Corp. and TJFT STY Holdings, LLC.

EX-10.1 Exhibit 10.1 SUPPORT AGREEMENT This SUPPORT AGREEMENT, dated as of May 18, 2023, (this “Agreement”), is by and among Beard Energy Transition Acquisition Corp., a Delaware corporation (“Acquiror”), and TJFT STY Holdings, LLC, a Delaware limited liability company (“TJFT”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

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 19, 2023 BEARD ENERGY TRANSIT

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 19, 2023 BEARD ENERGY TRANSITION ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41098 86-1990354 (State or incorporation or organization) (C

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 19, 2023 BEARD ENERGY TRANSIT

Filed by Suntuity Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Beard Energy Transition Acquisition Corp. Commission File No.: 001-41098 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 A

Sponsor Agreement, dated as of May 18, 2023, by and among Beard Energy Transition Acquisition Sponsor LLC, Beard Energy Transition Acquisition Corp., Beard Energy Transition Acquisition Holdings LLC, Suntuity Inc., Suntuity Renewables LLC and Gregory A Beard.

EX-10.2 Exhibit 10.2 SPONSOR AGREEMENT This SPONSOR AGREEMENT (this “Agreement”), dated as of May 18, 2023, is made by and among Beard Energy Transition Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Beard Energy Transition Acquisition Corp., a Delaware corporation (“Acquiror”), Beard Energy Transition Acquisition Holdings LLC, a Delaware limited liability company a

Support Agreement, dated as of May 18, 2023, by and among Beard Energy Transition Acquisition Corp. and TJFT STY Holdings, LLC.

EX-10.1 Exhibit 10.1 SUPPORT AGREEMENT This SUPPORT AGREEMENT, dated as of May 18, 2023, (this “Agreement”), is by and among Beard Energy Transition Acquisition Corp., a Delaware corporation (“Acquiror”), and TJFT STY Holdings, LLC, a Delaware limited liability company (“TJFT”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business C

Form of Lock-Up Agreement.

Exhibit 10.3 May 18, 2023 Beard Energy Transition Acquisition Corp. 595 Madison Avenue, 28th Floor New York, NY 10022 Suntuity Inc. 595 Madison Avenue, 28th Floor New York, NY 10022 Re: Lock-Up Agreement Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Business Combination Agreement (as the same may be amended, supplemented or modified, t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Beard Energy Transition Acquisition Corp. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

PRE 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Subsidiaries of the Registrant

Exhibit 21.1 List of Subsidiaries Name Jurisdiction of Incorporation Beard Energy Transition Acquisition Holdings LLC Delaware

Description of Capital Securities of Beard Energy Transition Acquisition Corp.

Exhibit 4.7 DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following summary of the material terms of the securities of Beard Energy Transition Acquisition Corp. (“we,” “us,” “our” or “the company”) is not intended to be a complete summary of the rights and preferences of such securities and is subject to and qualified by reference to our ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41098 Beard Energy Tr

BRD / Beard Energy Transition Acquisition Corp / Sculptor Capital LP - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* (Name of Issuer) BEARD ENERGY TRANSITION ACQUISITION CORP. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 7402Q101 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this S

BRD / Beard Energy Transition Acquisition Corp / Saba Capital Management, L.P. - FORM SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Beard Energy Transition Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 07402Q101 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to des

BRD / Beard Energy Transition Acquisition Corp / HIGHBRIDGE CAPITAL MANAGEMENT LLC - BEARD ENERGY TRANSITION ACQUISITION CORP. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Beard Energy Transition Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 07402Q101 (CUSIP Number) December 31, 2022 (Date of event which requires filing of this statement) Check the appropriate box to d

BEARD ENERGY TRANSITION ACQUISITION CORP. ANNOUNCES CANCELLATION OF SPECIAL MEETING OF STOCKHOLDERS

Exhibit 99.1 BEARD ENERGY TRANSITION ACQUISITION CORP. ANNOUNCES CANCELLATION OF SPECIAL MEETING OF STOCKHOLDERS NEW YORK, January 31, 2023 – Beard Energy Transition Acquisition Corp. (NYSE: BRD, BRD.U, BRD.WS) (“BRD” or the “Company”) announced today the cancellation of its special meeting of stockholders (the “Special Meeting”) originally scheduled for February 1, 2023, and to withdraw from cons

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A 1 d427175ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule

Financial Statements and Exhibits, Other Events

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): January 31, 2023 BEARD ENERGY TRANSITION ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41098 86-1990354 (State or other jurisdiction of incorpo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Amendment No. 1) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Amendment No. 1) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

PRE 14A 1 d424737dpre14a.htm PRE 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Beard Energy Transition Acquisition Cor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Beard Energy Transition Acquisition Corp. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Beard Energy Transition Acquisition Corp. (

Subsidiaries of the Registrant

Exhibit 21.1 List of Subsidiaries Name Jurisdiction of Incorporation Beard Energy Transition Acquisition Holdings LLC Delaware

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41098 Beard Energy Tr

Description of Capital Securities of Beard Energy Transition Acquisition Corp.

Exhibit 4.7 DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following summary of the material terms of the securities of Beard Energy Transition Acquisition Corp. (?we,? ?us,? ?our? or ?the company?) is not intended to be a complete summary of the rights and preferences of such securities and is subject to and qualified by reference to our ame

Indemnification Agreement, dated February 18, 2022, between the Company and Yoav Lurie.

EXHIBIT 10.2 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this ?Agreement?) is made as of February 18, 2022, by and between Beard Energy Transition Acquisition Corp., a Delaware corporation (the ?Company?), and Yoav Lurie (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors or officers unless they are pr

Insider Letter Acknowledgment and Agreement, dated February 18, 2022, between the Company and Yoav Lurie.

EXHIBIT 10.1 Insider Letter Acknowledgement and Agreement Reference is made to the letter agreement delivered to Beard Energy Transition Acquisition Corp., a Delaware corporation (the ?Company?), dated November 23, 2021 and attached hereto as Exhibit A (the ?Insider Letter?). In exchange for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersig

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): February 18, 2022 BEARD ENERGY TRANSITION ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41098 86-1990354 (State or other jurisdiction (Commissi

Sculptor Capital LP - SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* (Name of Issuer) BEARD ENERGY TRANSITION ACQUISITION CORP. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 7402Q101 (CUSIP Number) January 19, 2022 (Date of Event Which Requires Filing of this Statement) C

Financial Statements and Exhibits, Other Events

8-K 1 beard-8k20220114.htm UNIT SEPARATION 8-K 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): January 14, 2022 BEARD ENERGY TRANSITION ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41098 86-

Beard Energy Transition Acquisition Corp. Announces the Separate Trading of its Class A Common Stock and Warrants, Commencing

EX-99.1 2 beard-ex9916.htm EX-99.1 Exhibit 99.1 Beard Energy Transition Acquisition Corp. Announces the Separate Trading of its Class A Common Stock and Warrants, Commencing January 14, 2022 NEW YORK, January 14, 2022 — Beard Energy Transition Acquisition Corp. (NYSE: BRD U) (the “Company”) announced that, commencing January 14, 2022, holders of the units sold in the Company’s initial public offer

ADAGE CAPITAL PARTNERS GP, L.L.C. - BEARD ENERGY TRANSITION ACQUISITION CORP.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Beard Energy Transition Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 07402Q200** (CUSIP Number) November 29, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to

BEARD ENERGY TRANSITION ACQUISITION CORP. INDEX TO CONSOLIDATED FINANCIAL STATEMENT

Exhibit 99.1 BEARD ENERGY TRANSITION ACQUISITION CORP. INDEX TO CONSOLIDATED FINANCIAL STATEMENT Report of Independent Registered Public Accounting Firm F-2 Consolidated Balance Sheet as of November 29, 2021 F-3 Notes to Consolidated Financial Statement F-4 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Shareholders Beard Energy Transition Acquisition Corp. Opinion

Financial Statements and Exhibits, Other Events

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): November 29, 2021 BEARD ENERGY TRANSITION ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41098 86-1990354 (State or other jurisdiction (Commissi

Saba Capital Management, L.P. - FORM SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Beard Energy Transition Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 07402Q200 (CUSIP Number) November 24, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to design

Form of Indemnification Agreement, dated November 23, 2021.

Exhibit 10.7 FORM OF INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this ?Agreement?) is made as of November 23, 2021, by and between Beard Energy Transition Acquisition Corp., a Delaware corporation (the ?Company?), and [?] (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors or officers unless they are p

Private Warrant Agreement, dated November 23, 2021, by and between Beard Energy Transition Acquisition Corp. and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-41098) filed with the SEC on November 30, 2021).

EX-4.1 4 beard-ex4124.htm EX-4.1 Exhibit 4.1 FORM OF PRIVATE WARRANT AGREEMENT by and between BEARD ENERGY TRANSITION ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of November 23, 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated as of November 23, 2021, is by and between Beard Energy Transition Acquisition Corp., a Delaware corporation (the “Company”), and Continen

Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-41098) filed with the SEC on November 30, 2021).

EX-3.1 3 beard-ex3125.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BEARD ENERGY TRANSITION ACQUISITION CORP. November 23, 2021 Beard Energy Transition Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1.The name of the Corporation is “Beard Energy Transition Acquisition

Second Amended and Restated Limited Liability Company Agreement of Opco, dated November 23, 2021.

Exhibit 10.6 SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BEARD ENERGY TRANSITION ACQUISITION HOLDINGS LLC DATED AS OF NOVEMBER 23, 2021 THE LIMITED LIABILITY COMPANY INTERESTS IN BEARD ENERGY TRANSITION ACQUISITION HOLDINGS LLC HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES LAWS OF ANY STATE, OR ANY OTHER APPLICABLE SECURITIES LAWS

Letter Agreement, dated November 23, 2021, among the Company, its officers and directors and the Sponsor.

Exhibit 10.1 November 23, 2021 Beard Energy Transition Acquisition Corp. 595 Madison Avenue, 29th Floor New York, NY 10022 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and between Beard Energy Transition Acquisition Corp., a Delaware corp

Private Placement Warrants Purchase Agreement, dated November 23, 2021, between the Company and the Sponsor.

EX-10.5 10 beard-ex10519.htm EX-10.5 Exhibit 10.5 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, effective as of November 23, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Beard Energy Transition Acquisition Corp., a Delaware corporation (the “Company”), and Beard Energy Transition Acquisition Spon

Underwriting Agreement, dated as of November 23, 2021, by and between the Company and Citigroup Global Markets Inc.

Exhibit 1.1 20,000,000 Units Beard Energy Transition Acquisition Corp. UNDERWRITING AGREEMENT November 23, 2021 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 As Representative of the several Underwriters Ladies and Gentlemen: Beard Energy Transition Acquisition Corp., a Delaware corporation (the ?Company?), proposes to sell to you and, as applicable, to the several un

Investment Management Trust Agreement, dated November 23, 2021, between the Company, Opco and Continental Stock Transfer & Trust Company, as trustee.

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of November 23, 2021, by and among Beard Energy Transition Acquisition Corp., a Delaware corporation (the ?Company?), Beard Energy Transition Acquisition Holdings LLC, a Delaware limited liability company (?Opco? and together with the Company, the ?SPAC Parties?), a

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

8-K 1 beard-8k20211129.htm CLOSING 8-K 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): November 29, 2021 BEARD ENERGY TRANSITION ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41098 86-1990354

Registration Rights Agreement, dated November 23, 2021, among the Company, the Sponsor and certain other security holders named therein.

EX-10.3 8 beard-ex10320.htm EX-10.3 Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 23, 2021, is made and entered into by and among Beard Energy Transition Acquisition Corp., a Delaware corporation (the “Company”), Beard Energy Transition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned par

Public Warrant Agreement, dated November 23, 2021, by and between Beard Energy Transition Acquisition Corp. and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K (File No. 001-41098) filed with the SEC on November 30, 2021).

Exhibit 4.2 FORM OF PUBLIC WARRANT AGREEMENT by and between BEARD ENERGY TRANSITION ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of November 23, 2021 THIS WARRANT AGREEMENT (this ?Agreement?), dated as of November 23, 2021, is by and between Beard Energy Transition Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company

Administrative Services Agreement, dated November 23, 2021, between the Company, Opco, Beard Energy Transition Acquisition Holdings Sub LLC and the Sponsor.

EX-10.4 9 beard-ex10418.htm EX-10.4 Exhibit 10.4 BEARD ENERGY TRANSITION ACQUISITION HOLDINGS LLC 595 Madison Avenue, 29th Floor New York, NY 10022 November 23, 2021 Beard Energy Transition Acquisition Holdings Sub LLC 595 Madison Avenue, 29th Floor New York, NY 10022 Re:Administrative Support Agreement Gentlemen: This letter agreement by and between Beard Energy Transition Acquisition Corp. (the

$200,000,000 Beard Energy Transition Acquisition Corp. 20,000,000 Units

Filed Pursuant to Rule 424(b)(4) Registration No. 333-254049 PROSPECTUS $200,000,000 Beard Energy Transition Acquisition Corp. 20,000,000 Units Beard Energy Transition Acquisition Corp. is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more busi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

8-A12B 1 beard-8a20211122.htm 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Beard Energy Transition Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Delaware 86-1990354 (State or other jurisdiction of Incorpora

Beard Energy Transition Acquisition Corp. 595 Madison Avenue, 29th Floor New York, NY 10022 (214) 833-8913

Beard Energy Transition Acquisition Corp. 595 Madison Avenue, 29th Floor New York, NY 10022 (214) 833-8913 November 19, 2021 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Attention:Maryse Mills-Apenteng Re:Beard Energy Transition Acquisition Corp. Form S-1 Registration Statement File No. 333-254049 Dear Ms. Mills-Ape

[signature page follows]

CORRESP 1 filename1.htm November 19, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Maryse Mills-Apenteng Re: Beard Energy Transition Acquisition Corp. Acceleration Request for Registration Statement on Form S-1 (File No. 333-254049) Ladies and Gentlemen: In connection with the above-captioned Registr

Form of Private Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit 4.6 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-254049), filed with the Securities and Exchange Commission on November 12, 2021).

Exhibit 4.6 FORM OF PRIVATE WARRANT AGREEMENT by and between BEARD ENERGY TRANSITION ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [?], 2021 THIS WARRANT AGREEMENT (this ?Agreement?), dated as of [?], 2021, is by and between Beard Energy Transition Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York co

Form of Amended and Restated Certificate of Incorporation.

Exhibit 3.3 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BEARD ENERGY TRANSITION ACQUISITION CORP. [?], 2021 Beard Energy Transition Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1.The name of the Corporation is ?Beard Energy Transition Acquisition Corp.?. The original certificate of inco

Form of Underwriting Agreement.

Exhibit 1.1 20,000,000 Units Beard Energy Transition Acquisition Corp. UNDERWRITING AGREEMENT [?], 2021 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 As Representative of the several Underwriters Ladies and Gentlemen: Beard Energy Transition Acquisition Corp., a Delaware corporation (the ?Company?), proposes to sell to you and, as applicable, to the several underwrite

As filed with the U.S. Securities and Exchange Commission on November 12, 2021.

As filed with the U.S. Securities and Exchange Commission on November 12, 2021. Registration No. 333-254049 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Beard Energy Transition Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 86-1990354 (State or Othe

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant and Opco.

Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of [?], 2021, by and among Beard Energy Transition Acquisition Corp., a Delaware corporation (the ?Company?), Beard Energy Transition Acquisition Holdings LLC, a Delaware limited liability company (?Opco? and together with the Company, the ?SPAC Parties?), and Conti

Form of Letter Agreement among Opco, the Registrant and its officers and directors and sponsor.

Exhibit 10.2 [?], 2021 Beard Energy Transition Acquisition Corp. 595 Madison Avenue, 29th Floor New York, NY 10022 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among Beard Energy Transition Acquisition Corp., a Delaware corporation (t

Form of Letter Agreement among Opco, the Registrant and its officers and directors and sponsor.

EX-10.2 11 beard-ex10220.htm EX-10.2 Exhibit 10.2 [•], 2021 Beard Energy Transition Acquisition Corp. 595 Madison Avenue, 29th Floor New York, NY 10022 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Beard Energy Transition Acquisi

Form of Underwriting Agreement.

Exhibit 1.1 20,000,000 Units Beard Energy Transition Acquisition Corp. UNDERWRITING AGREEMENT [?], 2021 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 As Representative of the several Underwriters Ladies and Gentlemen: Beard Energy Transition Acquisition Corp., a Delaware corporation (the ?Company?), proposes to sell to you and, as applicable, to the several underwrite

Form of Private Placement Warrants Purchase Agreement between the Registrant and sponsor.

EX-10.8 13 beard-ex1087.htm EX-10.8 Exhibit 10.8 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, effective as of [●], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Beard Energy Transition Acquisition Corp., a Delaware corporation (the “Company”), and Beard Energy Transition Acquisition Sponsor LLC,

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant and Opco.

Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of [?], 2021, by and among Beard Energy Transition Acquisition Corp., a Delaware corporation (the ?Company?), Beard Energy Transition Acquisition Holdings LLC, a Delaware limited liability company (?Opco? and together with the Company, the ?SPAC Parties?), and Conti

Form of Public Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 4.5 FORM OF PUBLIC WARRANT AGREEMENT by and between BEARD ENERGY TRANSITION ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [?], 2021 THIS WARRANT AGREEMENT (this ?Agreement?), dated as of [?], 2021, is by and between Beard Energy Transition Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York cor

Form of Private Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 4.6 FORM OF PRIVATE WARRANT AGREEMENT by and between BEARD ENERGY TRANSITION ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [?], 2021 THIS WARRANT AGREEMENT (this ?Agreement?), dated as of [?], 2021, is by and between Beard Energy Transition Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York co

Specimen Public Warrant Certificate (incorporated by reference to Exhibit 4.3 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-254049), filed with the Securities and Exchange Commission on October 22, 2021).

Exhibit 4.3 [Form of Warrant Certificate] [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW BEARD ENERGY TRANSITION ACQUISITION CORP. Incorporated Under the Laws of the State of Delaware CUSIP [] Warrant Certificate This Warrant Certificate certifies that , or registered assigns, i

Specimen Private Warrant Certificate (incorporated by reference to Exhibit 4.4 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-254049), filed with the Securities and Exchange Commission on September October 22, 2021).

Exhibit 4.4 [Form of Warrant Certificate] [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW BEARD ENERGY TRANSITION ACQUISITION CORP. Incorporated Under the Laws of the State of Delaware CUSIP [] Warrant Certificate This Warrant Certificate certifies that , or registered assigns, i

As filed with the U.S. Securities and Exchange Commission on October 22, 2021.

As filed with the U.S. Securities and Exchange Commission on October 22, 2021. Registration No. 333-254049 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Beard Energy Transition Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 86-1990354 (State or Other

Form of Amended and Restated Certificate of Incorporation.

Exhibit 3.3 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BEARD ENERGY TRANSITION ACQUISITION CORP. [?], 2021 Beard Energy Transition Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1.The name of the Corporation is ?Beard Energy Transition Acquisition Corp.?. The original certificate of inco

Form of Administrative Support Agreement between Opco and sponsor or an affiliate thereof.

Exhibit 10.10 BEARD ENERGY TRANSITION ACQUISITION HOLDINGS LLC 595 Madison Avenue, 29th Floor New York, NY 10022 [?], 2021 [Sponsor Affiliate] 595 Madison Avenue, 29th Floor New York, NY 10022 Re:Administrative Support Agreement Gentlemen: This letter agreement by and between Beard Energy Transition Acquisition Corp. (the ?SPAC?), Beard Energy Transition Acquisition Holdings LLC (the ?Company?), B

Form of Second Amended and Restated Limited Liability Company Agreement of Opco.

Exhibit 10.11 SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BEARD ENERGY TRANSITION ACQUISITION HOLDINGS LLC DATED AS OF [?], 2021 THE LIMITED LIABILITY COMPANY INTERESTS IN BEARD ENERGY TRANSITION ACQUISITION HOLDINGS LLC HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES LAWS OF ANY STATE, OR ANY OTHER APPLICABLE SECURITIES LAWS, AND H

Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.2 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-254049), filed with the Securities and Exchange Commission on October 22, 2021).

Exhibit 4.2 NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [?] BEARD ENERGY TRANSITION ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF BEARD ENERGY TRANSITION ACQUISITION CORP. (THE ?CORPORATION?) transferab

Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-254049), filed with the Securities and Exchange Commission on October 22, 2021).

Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [?] BEARD ENERGY TRANSITION ACQUISITION CORP. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-HALF OF ONE REDEEMABLE WARRANT TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (?Unit?) consists of one (1) share of Class A common stock, par value $0.0001 per share (?Co

Form of Indemnification Agreement.

EX-10.9 14 beard-ex10919.htm EX-10.9 Exhibit 10.9 FORM OF INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Beard Energy Transition Acquisition Corp., a Delaware corporation (the “Company”), and [●] (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors

Form of Letter Agreement among Opco, the Registrant and its officers and directors and sponsor.

Exhibit 10.2 [?], 2021 Beard Energy Transition Acquisition Corp. 601 Lexington Avenue, 20th Floor, #1001 New York, New York 10022 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among Beard Energy Transition Acquisition Corp., a Delaware

Specimen Unit Certificate.

Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [?] BEARD ENERGY TRANSITION ACQUISITION CORP. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-THIRD OF ONE REDEEMABLE WARRANT TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (?Unit?) consists of one (1) share of Class A common stock, par value $0.0001 per share (?C

Form of Underwriting Agreement.

EX-1.1 2 beard-ex11362.htm EX-1.1 Exhibit 1.1 25,000,000 Units Beard Energy Transition Acquisition Corp. UNDERWRITING AGREEMENT [•], 2021 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 As Representative of the several Underwriters Ladies and Gentlemen: Beard Energy Transition Acquisition Corp., a Delaware corporation (the “Company”), proposes to sell to you and, as app

Specimen Class A Common Stock Certificate.

Exhibit 4.2 NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [?] BEARD ENERGY TRANSITION ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF BEARD ENERGY TRANSITION ACQUISITION CORP. (THE ?CORPORATION?) transferab

Specimen Warrant Certificate.

Exhibit 4.3 [Form of Warrant Certificate] [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW BEARD ENERGY TRANSITION ACQUISITION CORP. Incorporated Under the Laws of the State of Delaware CUSIP [] Warrant Certificate This Warrant Certificate certifies that , or registered assigns, i

Subsidiaries of the Registrant

Exhibit 21.1 List of Subsidiaries Name Jurisdiction of Incorporation Beard Energy Transition Acquisition Holdings LLC Delaware

Form of Indemnification Agreement.

Exhibit 10.9 FORM OF INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this ?Agreement?) is made as of [?], 2021, by and between Beard Energy Transition Acquisition Corp., a Delaware corporation (the ?Company?), and [?] (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors or officers unless they are provided

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 4.4 WARRANT AGREEMENT by and between BEARD ENERGY TRANSITION ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [?], 2021 THIS WARRANT AGREEMENT (this ?Agreement?), dated as of [?], 2021, is by and between Beard Energy Transition Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as wa

Form of Registration Rights Agreement among the Registrant, Beard Energy Transition Acquisition Sponsor LLC and the other parties thereto (incorporated by reference to Exhibit 10.4 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-254049), filed with the Securities and Exchange Commission on June 15, 2021).

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [?], 2021, is made and entered into by and among Beard Energy Transition Acquisition Corp., a Delaware corporation (the ?Company?), Beard Energy Transition Sponsor LLC, a Delaware limited liability company (the ?Sponsor?), and the undersigned parties listed under Holder on the signature pa

Form of Private Placement Warrants Purchase Agreement between the Registrant and sponsor.

Exhibit 10.8 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, effective as of [?], 2021 (as it may from time to time be amended, this ?Agreement?), is entered into by and between Beard Energy Transition Acquisition Corp., a Delaware corporation (the ?Company?), and Beard Energy Transition Acquisition Sponsor LLC, a Delaware limited liability company

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant and Opco.

Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of [?], 2021, by and among Beard Energy Transition Acquisition Corp., a Delaware corporation (the ?Company?), Beard Energy Transition Acquisition Holdings LLC, a Delaware limited liability company (?Opco? and together with the Company, the ?SPAC Parties?), and Conti

Form of Second Amended and Restated Limited Liability Company Agreement of Opco.

EX-10.11 15 beard-ex1011361.htm EX-10.11 Exhibit 10.11 SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BEARD ENERGY TRANSITION ACQUISITION HOLDINGS LLC DATED AS OF [●], 2021 THE LIMITED LIABILITY COMPANY INTERESTS IN BEARD ENERGY TRANSITION ACQUISITION HOLDINGS LLC HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES LAWS OF ANY STATE, OR AN

Form of Administrative Support Agreement between Opco and sponsor or an affiliate thereof.

Exhibit 10.10 BEARD ENERGY TRANSITION ACQUISITION HOLDINGS LLC 601 Lexington Avenue, 20th Floor #1001 New York, NY 10022 [?], 2021 [Sponsor Affiliate] 601 Lexington Avenue, 20th Floor #1001 New York, NY 10022 Re:Administrative Support Agreement Gentlemen: This letter agreement by and between Beard Energy Transition Acquisition Corp. (the ?SPAC?), Beard Energy Transition Acquisition Holdings LLC (t

Form of Amended and Restated Certificate of Incorporation.

Exhibit 3.3 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BEARD ENERGY TRANSITION ACQUISITION CORP. [?], 2021 Beard Energy Transition Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1.The name of the Corporation is ?Beard Energy Transition Acquisition Corp.?. The original certificate of inco

As filed with the U.S. Securities and Exchange Commission on June 15, 2021.

As filed with the U.S. Securities and Exchange Commission on June 15, 2021. Registration No. 333-254049 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Beard Energy Transition Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 86-1990354 (State or Other Ju

Beard Energy Transition Acquisition Corp. 601 Lexington Avenue, 20th Floor, #1001, New York, NY 10022

Beard Energy Transition Acquisition Corp. 601 Lexington Avenue, 20th Floor, #1001, New York, NY 10022 June 15, 2021 Division of Corporation Finance Office of Real Estate and Construction United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Beard Energy Transition Acquisition Corp. Registration Statement on Form S-1 File

Consent of Robert C. Reeves.

EX-99.1 10 beard-ex991244.htm EX-99.1 Exhibit 99.1 Consent of Director Nominee Beard Energy Transition Acquisition Corp. Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of Beard Energy Transition Acquisition Corp., the undersigned hereby con

Founders Unit Issuance Agreement, dated February 10, 2021, between Opco and sponsor.

Exhibit 10.7 FOUNDERS UNIT ISSUANCE AGREEMENT This Founders Unit Issuance Agreement (this ?Agreement?) is executed and agreed to as of February 10, 2021 (the ?Effective Date?), by and between Beard Energy Acquisition Holdings LLC, a Delaware limited liability company (the ?Company?), and Beard Energy Acquisition Sponsor LLC (the ?Grantee?). Capitalized terms used in this Agreement but not defined

Promissory Note, dated February 8, 2021, issued to sponsor by Opco.

Exhibit 10.1 PROMISSORY NOTE Not to Exceed $300,000 February 9, 2021 FOR VALUE RECEIVED, the undersigned Beard Energy Acquisition Holdings LLC, a Delaware limited liability company (?Maker? or the ?Company?), hereby unconditionally promises to pay to the order of Beard Energy Acquisition Sponsor LLC, a Delaware limited liability company (?Payee?), the sum of THREE HUNDRED THOUSAND DOLLARS ($300,00

Securities Subscription Agreement, dated February 9, 2021, between the Registrant, Opco and Gregory A. Beard.

Exhibit 10.5 SECURITIES SUBSCRIPTION AGREEMENT This Securities Subscription Agreement (this ?Agreement?), effective as of February 9, 2021, is made and entered into by and between Beard Energy Acquisition Corp., a Delaware corporation (the ?Company?), Gregory A. Beard (the ?Buyer?) and Beard Energy Acquisition Holdings LLC, a Delaware limited liability company (?Holdings?). RECITALS: WHEREAS, the

Securities Subscription and Contribution Agreement, dated February 10, 2021, between the Registrant and Opco.

Exhibit 10.6 SECURITIES SUBSCRIPTION AND CONTRIBUTION AGREEMENT This Securities Subscription and Contribution Agreement (this ?Agreement?), effective as of February 10, 2021, is made and entered into by and between Beard Energy Acquisition Corp., a Delaware corporation (the ?Company?) and Beard Energy Acquisition Holdings LLC, a Delaware limited liability company (?Holdings?). RECITALS: WHEREAS, H

Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-254049), filed with the Securities and Exchange Commission on March 9, 2021).

Exhibit 3.1 CERTIFICATE OF INCORPORATION OF BEARD ENERGY ACQUISITION CORP. THE UNDERSIGNED, acting as the incorporator of a corporation under and in accordance with the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended from time to time (the ?DGCL?), hereby adopts the following Certificate of Incorporation (the ?Certificate?) for such corporation: Art

Certificate of Amendment to the Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.2 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-254049), filed with the Securities and Exchange Commission on March 9, 2021).

Exhibit 3.2 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF BEARD ENERGY ACQUISITION CORP. March 2, 2021 This Certificate of Amendment to Certificate of Incorporation (this ?Amendment?) has been duly executed and is filed pursuant to Section 242 of the General Corporation Law of the State of Delaware (the ?DGCL?) to amend the Certificate of Incorporation (the ?Certificate of Incorporat

Registration Statement - S-1 INITIAL IPO

As filed with the U.S. Securities and Exchange Commission on March 9, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Beard Energy Transition Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 86-1990354 (State or Other Jurisdiction of Incorporati

Amended and Restated Bylaws (incorporated by reference to Exhibit 3.4 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-254049), filed with the Securities and Exchange Commission on March 9, 2021).

Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF BEARD ENERGY TRANSITION ACQUISITION CORP. (THE ?CORPORATION?) Article I OFFICES Section 1.1Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corpo

Consent of Charles Cherington.

Exhibit 99.2 Consent of Director Nominee Beard Energy Transition Acquisition Corp. Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the ?Securities Act?), in connection with the Registration Statement on Form S-1 (the ?Registration Statement?) of Beard Energy Transition Acquisition Corp., the undersigned hereby consents to being named and described as