Verde Clean Fuels (VGAS) Form 3 Initial statement of insider ownership

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

BLUESCAPE CLEAN FUELS HOLDINGS, LLC

(Last) (First) (Middle)

300 CRESCENT COURT, SUITE 1860

(Street)

DALLAS TX 75201

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/15/2023

3. Issuer Name and Ticker or Trading Symbol
Verde Clean Fuels, Inc. [ VGAS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	800,000(1)	I	See note 1.
Class C Common Stock	22,500,000(1)	I	See note 1.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class C Units(2)	(3)	(3)	Class A Common Stock	22,500,000	(3)	I	See note 1.

1. Name and Address of Reporting Person^*

BLUESCAPE CLEAN FUELS HOLDINGS, LLC

(Last) (First) (Middle)

300 CRESCENT COURT, SUITE 1860

(Street)

DALLAS TX 75201

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BLUESCAPE ENERGY RECAPITALIZATION & RESTRUCTURING FUND IV LP

(Last) (First) (Middle)

200 CRESCENT COURT, SUITE 1900

(Street)

DALLAS TX 75201

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Bluescape Energy Partners LLC

(Last) (First) (Middle)

300 CRESCENT COURT, SUITE 1860

(Street)

DALLAS TX 75201

(City) (State) (Zip)

Explanation of Responses:

1. These shares are owned directly by Bluescape Clean Fuels Holdings, LLC ("Holdings"). Holdings is a 100% owned subsidiary (portfolio company) of Bluescape Energy Recapitalization and Restructuring Fund IV LP ("BERR"). Bluescape Energy Partners LLC ("Bluescape Partners") is the general partner of BERR. Mr. C. John Wilder is the manager of Bluescape Partners. Mr. Wilder disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

2. "Class C Units" means ownership interests in Verde Clean Fuels OpCo, LLC ("Verde LLC"). The Issuer is the sole managing member of Verde LLC.

3. The limited liability company agreement of Verde LLC provides certain holders of Class C Units with certain rights to cause Verde LLC to acquire all or a portion of the Class C Units (the "Redemption Right") for, at Verde LLC's election, (a) shares of Class A Common Stock at a redemption ratio of one share of Class A Common Stock for each Class C Unit redeemed, subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions, or (b) an equivalent amount of cash. The Class C Units and the right to exercise the Redemption Right have no expiration date.

Remarks:

This joint Form 3 is filed on behalf of Holdings, BERR and Bluescape Partners (collectively, the "Reporting Persons"). The address of each of the Reporting Persons is 300 Crescent Court, Suite 1860, Dallas, TX 75201.

	BLUESCAPE CLEAN FUELS HOLDINGS, LLC, By: Bluescape Energy Recapitalization and Restructuring Fund IV LP, its manager, By: Bluescape Energy Partners LLC, its general partner, By: /s/ C. John Wilder, Authorized Signatory	02/17/2023
	BLUESCAPE ENERGY RECAPITALIZATION AND RESTRUCTURING FUND IV LP, By: Bluescape Energy Partners LLC, its general partner, By: /s/ C. John Wilder, Name: C. John Wilder, Title: Executive Chairman	02/17/2023
	BLUESCAPE ENERGY PARTNERS LLC, By: /s/ C. John Wilder, Name: C. John Wilder, Title: Executive Chairman	02/17/2023
	** Signature of Reporting Person	Date
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