vgasw-20250612
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 12, 2025
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 12, 2025, Verde Clean Fuels, Inc. (the “Company”) held its 2025 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 25, 2025 (the “Proxy Statement”).
There were 44,549,621 shares of common stock issued and outstanding at the close of business on April 24, 2025, the record date (the “Record Date”) for the Annual Meeting. At the Annual Meeting, there were 43,401,664 shares present either by proxy or online, representing 97.4% 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 Ron Hulme and Curtis Hébert, Jr. to serve as Class II directors until the 2028 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 | |||||||||||||||||||||||||||||||||||
| Ron Hulme | 41,537,340 | 185,200 | 1,679,124 | |||||||||||||||||||||||||||||||||||
| Curtis Hébert, Jr. | 41,532,862 | 189,678 | 1,679,124 | |||||||||||||||||||||||||||||||||||
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, 2025. The voting results were as follows:
| Votes For | Votes Against | Abstentions | ||||||||||||||||||||||||||||||
| 43,400,064 | 391 | 1,209 | ||||||||||||||||||||||||||||||
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 12, 2025 | Verde Clean Fuels, Inc. | ||||||||||
| By: | /s/ George Burdette, III | ||||||||||
| Name: | George Burdette, III | ||||||||||
| Title: | Chief Financial Officer | ||||||||||