Verde Clean Fuels Files 8-K: Agreements, Equity Sales, and Board Changes

TL;DR

Verde Clean Fuels filed an 8-K detailing new agreements, equity sales, and board/officer changes.

AI Summary

Verde Clean Fuels, Inc. announced on December 17, 2024, the entry into a material definitive agreement. The company also reported on unregistered sales of equity securities, departure of directors, election of directors, appointment of officers, and compensatory arrangements for certain officers. Additionally, matters were submitted to a vote of security holders, and other events occurred.

Why It Matters

This 8-K filing indicates significant corporate actions including new agreements and changes in leadership, which could impact the company's strategic direction and stock performance.

Risk Assessment

Risk Level: medium — The filing covers multiple significant events including material agreements, equity sales, and changes in directors and officers, suggesting potential volatility.

Key Players & Entities

• Verde Clean Fuels, Inc. (company) — Filer of the 8-K
• CENAQ Energy Corp. (company) — Former name of Verde Clean Fuels, Inc.
• 2024-12-17 (date) — Date of report and key events
• 20241219 (date) — Filing date

FAQ

Key Financial Figures

• $0.0001 — tered Class A Common Stock, par value $0.0001 per share VGAS The Nasdaq Capital M
• $11.50 — A Common Stock at an exercise price of $11.50 per share VGASW The Nasdaq Capital
• $4.00 — ("Class A Common Stock"), at a price of $4.00 per share for an aggregate purchase pri
• $50,000,000 — hare for an aggregate purchase price of $50,000,000 (the "PIPE Investment"). The Company e

Filing Documents

• ea0225303-8k_verde.htm (8-K) — 41KB
• ea022530301ex10-1_verde.htm (EX-10.1) — 562KB
• ea022530301ex99-1_verde.htm (EX-99.1) — 16KB
• ex99-1_001.jpg (GRAPHIC) — 2KB
• 0001213900-24-110329.txt ( ) — 964KB
• vgasw-20241217.xsd (EX-101.SCH) — 4KB
• vgasw-20241217_def.xml (EX-101.DEF) — 26KB
• vgasw-20241217_lab.xml (EX-101.LAB) — 36KB
• vgasw-20241217_pre.xml (EX-101.PRE) — 25KB
• ea0225303-8k_verde_htm.xml (XML) — 6KB

01. Entry into a Material Agreement

Item 1.01. Entry into a Material Agreement. On December 18, 2024, Verde Clean Fuels, Inc. (the "Company") entered into a Class A Common Stock Purchase Agreement (the "Purchase Agreement") with Cottonmouth Ventures LLC (the "Purchaser"), a subsidiary of Diamondback Energy, Inc., pursuant to which, on the terms and subject to the conditions set forth therein, the Company agreed to issue and sell to the Purchaser in a private placement an aggregate of 12,500,000 shares (the "PIPE Shares") of the Company's Class A common stock, par value $0.0001 per share ("Class A Common Stock"), at a price of $4.00 per share for an aggregate purchase price of $50,000,000 (the "PIPE Investment"). The Company expects to use the proceeds from the PIPE Investment to fund a portion of the development and construction of certain facilities in the Permian Basin and for other general corporate purposes. Consummation of the PIPE Investment (the "Closing") is subject to certain customary conditions set forth in the Purchase Agreement, including, but not limited to (i) the Company receiving the Written Consent (as defined below) (which has been satisfied, as described under Item 5.07), (ii) the absence of any governmental authority issuing any order or other legal restraint that makes consummation of the PIPE Investment illegal or otherwise prohibited, (iii) at least 20 business days having elapsed since the Company's mailing to its stockholders of an information statement on Schedule 14C (as contemplated by Regulation 14C of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (the "Information as an exhibit to the Purchase Agreement (the "Restated Charter"), pursuant to the Written Consent, (iv) the PIPE Shares having been approved for listing on The Nasdaq Stock Market, subject only to official notice of the issuance thereof, (v) the filin

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The description set forth under Item 1.01 above of the issuance of PIPE Shares and the terms thereof is incorporated herein by reference. The PIPE Shares will be issued in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(a)(2) thereof, to a single "accredited investor" as defined in Rule 501 of Regulation D promulgated by the SEC without the use of any general solicitation or advertising to market or otherwise offer the securities for sale. The information contained in this Current Report on Form 8-K is not an offer to sell or the solicitation of an offer to buy any securities of the Company.

02. Departure of Directors or Certain

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On December 17, 2024, Ms. Shannon Linden notified the Company of her intention to resign from her role as the Chief Accounting Officer of the Company, effective January 3, 2025.

07. Submission of Matters to a Vote

Item 5.07. Submission of Matters to a Vote of Security Holders. On December 18, 2024, the Company received an executed written consent (the "Written Consent") from the holder of a majority of the outstanding shares of Class A Common Stock and Class C common stock, par value $0.0001 per share ("Class C Common Stock" and, together with the Class A Common Stock, the "Common Stock"), (i) approving the amendment and restatement of the Company's Fourth Amended and Restated Certificate of Incorporation, in the form of the Restated Charter, and adopting the Restated Charter, which provides for, among other things, an increase to the number of authorized shares of Class C Common Stock, an increase to the size of the Board from seven to eight, and the granting to the Purchaser certain Board designation and observer rights, and (ii) approving the transactions contemplated by the Purchase Agreement. Pursuant to rules adopted by the SEC under the Exchange Act, the Information Statement will be filed with the SEC as soon as practicable and mailed to the holders of Common Stock. 1

01. Other Events

Item 8.01. Other Events. On December 19, 2024, the Company issued a press release announcing its entry into the Purchase Agreement. A copy of the press release announcing the proposed transactions is furnished herewith as Exhibit 99.1. Cautionary Note Regarding Forward-Looking This Current Report on Form 8-K includes "forward-looking statements" within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. All statements, other than statements of present or historical fact included herein, regarding the Company's expectations and any future financial performance, as well as the Company's strategy, future operations, financial position, prospects, plans and objectives of management are forward-looking statements, including, but not limited to, statements regarding the anticipated Closing of the PIPE Investment and the intended use of proceeds therefrom. When used herein, the words "could," "should," "will," "may," "focused," "believe," "anticipate," "intend," "estimate," "expect," "plan," "goal," "project," "designed," "proposed," "potential," the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by applicable law, the Company disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date hereof. The Company cautions you that these forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of the Company. These risks and uncertainties i

01. Financial

Item 9.01. Financial (d) Exhibits. Exhibit Number Description 10.1* Class A Common Stock Purchase Agreement, dated as of December 18, 2024 by and between Verde Clean Fuels, Inc. and Cottonmouth Ventures LLC. 99.1* Press Release dated December 19, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Filed herewith. 2 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: December 19, 2024 Verde Clean Fuels, Inc. By: /s/ Ernest Miller Name: Ernest Miller Title: Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR