UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
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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:
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Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The 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
If an emerging growth company, indicate by check
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standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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). |
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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 | ||
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