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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 3, 2025
Verde Clean Fuels, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40743 | 85-1863331 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
711 Louisiana Street, Suite 2160
Houston, TX 77002
(908) 281-6000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Class A Common Stock, par value $0.0001 per share | VGAS | The Nasdaq Stock Market LLC | ||
| Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share | VGASW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☒
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒ On April 3, 2025, Verde Clean Fuels, Inc. (the “Company”) filed a Certificate of Correction to its Fifth Amended and Restated Certificate of Incorporation (the “A&R Certificate”) filed with the Secretary of State of the State of Delaware on January 29, 2025. The preamble to the A&R Certificate inadvertently referred to the date the A&R Certificate was filed instead of the effective date of the Company’s previously filed Fourth Amended and Restated Certificate of Incorporation (the “Previous A&R Certificate”) as the “Effective Date” (as defined in the A&R Certificate). The Certificate of Correction corrects this scrivener’s error to the A&R Certificate and instead references the effective date of the Company’s Previous A&R Certificate as the “Effective Date.” The foregoing description of the Certificate of Correction is qualified in its entirety by reference to the full text of the Certificate of Correction attached as Exhibit 3.1 hereto.
Item 9.01. Financial Statement and Exhibits.
| (d) | Exhibits. |
| Exhibit Number |
Description | |
| 3.1 | Certificate of Correction to Fifth Amended and Restated Certificate of Incorporation of Verde Clean Fuels, Inc. filed on January 29, 2025, dated April 3, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: April 7, 2025 | Verde Clean Fuels, Inc. | ||
| By: | /s/ Ernest Miller | ||
| Name: | Ernest Miller | ||
| Title: | Chief Executive Officer | ||
2
Exhibit 3.1
STATE OF DELAWARE
CERTIFICATE OF CORRECTION
TO
FIFTH AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
VERDE CLEAN FUELS, INC.
Verde Clean Fuels, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”).
DOES HEREBY CERTIFY:
1. The name of the corporation is Verde Clean Fuels, Inc.
2. That a Fifth Amended and Restated Certificate of Incorporation (the “Certificate”) was filed by the Secretary of State of Delaware on January 29, 2025, and that said Certificate requires correction as permitted by subsection (f) of Section 103 of the General Corporation Law of the State of Delaware.
3. The Certificate is an inaccurate record of the corporate action taken due to a scrivener’s error whereby the definition of “Effective Date” in the preamble inadvertently refers to the date the Certificate was filed instead of the effective date of the Corporation’s previously filed Fourth Amended and Restated Certificate of Incorporation.
4. The preamble to the Certificate is hereby corrected to read in its entirety as follows:
“Verde Clean Fuels, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS:
1. That the name of this corporation is Verde Clean Fuels, Inc. The Corporation was originally incorporated under the name “CENAQ Energy Corp.” by filing of its Certificate of Incorporation with the office of the Secretary of State of the State of Delaware (the “Delaware Secretary”) on June 24, 2020 (as amended and restated on February 15, 2023 (the “Effective Date”), the “Previous Certificate”).
2. This Fifth Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), which both restates and amends the provisions of the Previous Certificate, was duly adopted in accordance with Sections 242 and 245 of the General Corporation Law.
3. This Certificate of Incorporation shall become effective on the date of filing with the Delaware Secretary.
4. The text of the Previous Certificate is hereby restated and amended in its entirety to read as follows:”
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Correction to be signed by the undersigned authorized officer this 3rd day of April, 2025.
| VERDE CLEAN FUELS, INC. | |||
| By: | /s/ Ernest Miller | ||
| Name: | Ernest Miller | ||
| Title: | Chief Executive Officer | ||