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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): June 18, 2024

 

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 Capital Market
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 Capital Market

 

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 ☒

 

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. ☒

 

 

 

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On June 18, 2024, Verde Clean Fuels, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders were asked to consider and vote upon the proposals set forth below, each of which is more fully described in the Company’s definitive proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on April 29, 2024 (the “Proxy Statement”).

 

There were 31,928,797 shares of common stock issued and outstanding at the close of business on April 24, 2024, the record date (the “Record Date”) for the Annual Meeting. At the Annual Meeting, there were 30,743,228 shares present either by proxy or online, representing 96.287% of the total outstanding shares of the Company’s common stock as of the Record Date.

 

A summary of the voting results for each proposal is set forth below.

 

Proposal No. 1 – Election of Directors

 

The stockholders re-elected Duncan Palmer and Graham van’t Hoff to serve as Class I directors until the 2027 Annual Meeting of Stockholders of the Company and until their successors have been duly elected and qualified or until their earlier resignation, death, disability, disqualification or removal. The voting results were as follows:

 

 

Nominee  Votes For   Votes
Withheld		   Broker
Non-Votes		 
Duncan Palmer   29,005,807          0    114,353 
Graham van’t Hoff   29,005,822    0    114,338 

 

Proposal No. 2 – Ratification of the Selection of Independent Registered Public Accounting Firm

 

The stockholders approved and ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The voting results were as follows:

  

Votes For   Votes Against   Abstentions 
 30,740,821    254    2,153 

 

1

 

 

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: June 20, 2024 Verde Clean Fuels, Inc.
       
  By: /s/ Ernest Miller
    Name:  Ernest Miller
    Title: Chief Executive Officer and
Chief Financial Officer

 

2

 

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Cover
Jun. 18, 2024
Document Type 8-K
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Document Period End Date Jun. 18, 2024
Entity File Number 001-40743
Entity Registrant Name Verde Clean Fuels, Inc.
Entity Central Index Key 0001841425
Entity Tax Identification Number 85-1863331
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 711 Louisiana Street
Entity Address, Address Line Two Suite 2160
Entity Address, City or Town Houston
Entity Address, State or Province TX
Entity Address, Postal Zip Code 77002
City Area Code 908
Local Phone Number 281-6000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period true
Class A Common Stock, par value $0.0001 per share  
Title of 12(b) Security Class A Common Stock, par value $0.0001 per share
Trading Symbol VGAS
Security Exchange Name NASDAQ
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share  
Title of 12(b) Security Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share
Trading Symbol VGASW
Security Exchange Name NASDAQ
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