M&A - Verde Clean Fuels, Inc.

Form Type: 8-K

Filing Date: 2025-01-29

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025007878

Filing Summary: On January 29, 2025, Verde Clean Fuels, Inc. completed a private placement transaction with Cottonmouth Ventures LLC, selling 12,500,000 shares of Class A common stock at $4.00 per share for a total of $50 million. This transaction was part of a Class A Common Stock Purchase Agreement entered into on December 18, 2024. In connection with the closing of this transaction, the company also amended its Registration Rights Agreement to facilitate the resale of these shares. Additionally, on the same date, the company appointed Johnny Dossey to its Board of Directors, expanding the Board size from seven to eight members. A significant amendment was made to the company’s articles of incorporation to increase authorized shares of Class C common stock and further define board representation rights for Cottonmouth Stockholders. A press release was issued to announce the closing of the transaction.

Form Type: DEF 14C

Filing Date: 2025-01-06

Corporate Action: Merger

Type: New

Accession Number: 000121390025000941

Filing Summary: On December 18, 2024, Verde Clean Fuels, Inc. received written consent from the holder of a majority of its outstanding shares to amend and restate its Fourth Amended and Restated Certificate of Incorporation, contingent upon the closing of a recently announced PIPE investment. This includes increasing the authorized shares of Class C Common Stock from 25 million to 26 million and enlarging the Board of Directors from seven to eight members, allowing Cottonmouth Ventures LLC to designate a director nominee and observer as long as they own 10% or more of the voting power. The Restated Charter was approved without the need for further stockholder action, and the company plans to file the Restated Charter soon, following the required notice period. The upcoming Private Investment in Public Equity (PIPE) transaction will involve selling 12.5 million shares of Class A Common Stock at $4.00 each, totaling $50 million, to Cottonmouth, who, post-closing, will become a significant shareholder with approximately 32.5% of the outstanding shares. The modifications to the board and share structure aim to facilitate this investment and align with strategic goals.