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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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VERDE CLEAN FUELS, INC. (Name of Issuer) |
Class A common stock, par value $0.0001 per share (Title of Class of Securities) |
15130M102 (CUSIP Number) |
Jonathan Siegler c/o Bluescape Clean Fuels Holdings, LLC, 300 Crescent Court, Suite 1860 Dallas, TX, 75201 (469) 398-2200 Sean T. Wheeler, P.C. Kirkland & Ellis LLP, 609 Main St Houston, TX, 77002 (713) 836-3600 Debbie P. Yee P.C. Kirkland & Ellis LLP, 609 Main St Houston, TX, 77002 (713) 836-3600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/29/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 15130M102 |
| 1 |
Name of reporting person
Bluescape Clean Fuels Holdings, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
23,300,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
52.30 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Rows 7, 9 and 11 each represent the reported securities (the "Reported Securities") of (i) 800,000 shares of Class A common stock, par value $0.0001 per share ("Class A Shares"), of Verde Clean Fuels, Inc., a Delaware corporation (the "Issuer"), and (ii) 22,500,000 Class A Shares issuable upon exchange of 22,500,000 Class C common units ("Class C OpCo Units") of Verde Clean Fuels OpCo, LLC, a Delaware limited liability company ("OpCo"), together with a corresponding number of shares of the Issuer's Class C common stock, par value $0.0001 per share ("Class C Shares" and, together with the Class A Shares, the "common stock").
The calculation for Row 13 is based upon 44,549,621 shares of common stock, which includes (i) 9,549,621 Class A Shares outstanding as of December 20, 2024 as reported on the Issuer's Definitive Information Statement on Schedule 14C, filed on December 27, 2024, (ii) 22,500,000 Class A Shares issuable upon exchange of 22,500,000 Class C OpCo Units and a corresponding number of Class C Shares and (iii) 12,500,000 Class A Shares issued on January 29, 2025 in a private placement (the "PIPE Investment") to Cottonmouth Ventures LLC, a Delaware limited liability company ("Cottonmouth"), as reported on the Issuer's Current Report on Form 8-K filed on January 29, 2025.
SCHEDULE 13D
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| CUSIP No. | 15130M102 |
| 1 |
Name of reporting person
Bluescape Energy Recapitalization & Restructuring Fund IV LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
23,300,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
52.30 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Rows 7, 9 and 11 each represent (i) 800,000 Class A Shares and (ii) 22,500,000 Class A Shares issuable upon exchange of 22,500,000 Class C OpCo Units and a corresponding number of Class C Shares. The calculation for Row 13 is based upon 44,549,621 shares of common stock, which includes (i) 9,549,621 Class A Shares outstanding as of December 20, 2024 as reported on the Issuer's Definitive Information Statement on Schedule 14C, filed on December 27, 2024, (ii) 22,500,000 Class A Shares issuable upon exchange of 22,500,000 Class C OpCo Units and a corresponding number of Class C Shares and (iii) 12,500,000 Class A Shares issued on January 29, 2025 in the PIPE Investment to Cottonmouth, as reported on the Issuer's Current Report on Form 8-K filed on January 29, 2025.
SCHEDULE 13D
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| CUSIP No. | 15130M102 |
| 1 |
Name of reporting person
Bluescape Energy Partners LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
23,300,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
52.30 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Rows 7, 9 and 11 each represent (i) 800,000 Class A Shares and (ii) 22,500,000 Class A Shares issuable upon exchange of 22,500,000 Class C OpCo Units and a corresponding number of Class C Shares. The calculation for Row 13 is based upon 44,549,621 shares of common stock, which includes (i) 9,549,621 Class A Shares outstanding as of December 20, 2024 as reported on the Issuer's Definitive Information Statement on Schedule 14C, filed on December 27, 2024, (ii) 22,500,000 Class A Shares issuable upon exchange of 22,500,000 Class C OpCo Units and a corresponding number of Class C Shares and (iii) 12,500,000 Class A Shares issued on January 29, 2025 in the PIPE Investment to Cottonmouth, as reported on the Issuer's Current Report on Form 8-K filed on January 29, 2025.
SCHEDULE 13D
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| CUSIP No. | 15130M102 |
| 1 |
Name of reporting person
C. John Wilder | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
23,300,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
52.30 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Rows 7, 9 and 11 each represent (i) 800,000 Class A Shares and (ii) 22,500,000 Class A Shares issuable upon exchange of 22,500,000 Class C OpCo Units and a corresponding number of Class C Shares. The calculation for Row 13 is based upon 44,549,621 shares of common stock, which includes (i) 9,549,621 Class A Shares outstanding as of December 20, 2024 as reported on the Issuer's Definitive Information Statement on Schedule 14C, filed on December 27, 2024, (ii) 22,500,000 Class A Shares issuable upon exchange of 22,500,000 Class C OpCo Units and a corresponding number of Class C Shares and (iii) 12,500,000 Class A Shares issued on January 29, 2025 in the PIPE Investment to Cottonmouth, as reported on the Issuer's Current Report on Form 8-K filed on January 29, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A common stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
VERDE CLEAN FUELS, INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
711 LOUISIANA STREET, SUITE 2160, HOUSTON,
TEXAS
, 77002. | |
Item 1 Comment:
Explanatory Note.
The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. This Amendment No. 1 on Schedule 13D (the "Amendment No. 1") amends and supplements the Schedule 13D originally filed by the Reporting Persons with the SEC on February 27, 2023 (the "Original Schedule 13D"), relating to the Class A Shares of the Issuer.
Information reported in the Original Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 1. All references in the Original Schedule 13D and this Amendment No. 1 to the "Schedule 13D" or this "statement" will be deemed to refer to the Original Schedule 13D, as amended and supplemented by this Amendment No. 1. Unless otherwise indicated, all capitalized terms used herein in this Amendment No. 1 shall have the meaning ascribed to them in the Original Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information contained in rows (11) and (13) of the cover pages to this Amendment No. 1 is incorporated herein by reference. The Reported Securities are held directly by Holdings. Holdings is a 100% owned subsidiary (portfolio company) of BERR, and Bluescape Energy Partners IV GP LLC is the general partner of BERR. The BERR funds are managed by Partners. Bluescape Resources Company LLC is the parent of Partners and is principally owned and controlled by Mr. Wilder. Thus, BERR, Partners and Mr. Wilder may be deemed to have beneficial ownership of the Reported Securities. The filing of this statement shall not be construed as an admission by any Reporting Person that such person is, for the purposes of sections 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities covered by this statement. | |
| (b) | The information contained in rows (7) through (10) of the cover pages to this Amendment No. 1 is incorporated herein by reference. In this regard, because of the relationships described between and among the Reporting Persons as described in section (a) of this Item 5, the Reporting Persons may be deemed to share voting and dispositive power over the reported securities. | |
| (c) | There were no transactions in Class A Shares effected by the Reporting Persons during the prior sixty days. | |
| (d) | Not applicable. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information provided or incorporated by reference in Items 3 and 4 of the Original Schedule 13D and Item 5 of this Amendment No. 1 is incorporated herein by reference. Item 6 is hereby amended and supplemented by adding the following to the end thereof:
Second A&R Registration Rights Agreement
In connection with the PIPE Investment, the Amended and Restated Registration Rights Agreement, dated February 15, 2023, was amended and restated (as amended and restated, the "Second A&R Registration Rights Agreement") by the Issuer, Holdings, Sponsor and Cottonmouth (together with Holdings and Sponsor, the "Holders"). The Second A&R Registration Rights Agreement, among other things, (i) requires the Issuer to register for resale the Class A Shares issued to Cottonmouth pursuant to the PIPE Investment and certain other Registrable Securities (as defined in the Second A&R Registration Rights Agreement) and (ii) provides the Holders and their permitted transferees certain customary demand and piggyback rights with respect to the Registrable Securities, subject to certain terms and conditions set forth therein.
The foregoing description of the Second A&R Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Second A&R Registration Rights Agreement, a copy of which is filed as Exhibit 99.7 hereto and incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.7 Second A&R Registration Rights Agreement, by and among the Issuer and the other persons named therein (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K, filed with the SEC on January 29, 2025). | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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