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United States securities and exchange commission logo
May 3, 2023
Ernest Miller
Chief Executive Officer
Verde Clean Fuels, Inc.
600 Travis Street, Suite 5050
Houston, Texas 77002
Re:Verde Clean Fuels, Inc.
Registration Statement on Form S-1
Filed April 20, 2023
File No. 333-271360
Dear Ernest Miller:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed April 20, 2023
Cover Page, page 0
1.We note your disclosure of the purchase price for certain securities being registered for
resale. For each of the shares being registered for resale, disclose the price that the selling
securityholders paid for such shares.

 FirstName LastNameErnest Miller
 Comapany NameVerde Clean Fuels, Inc.
 May 3, 2023 Page 2
 FirstName LastName
Ernest Miller
Verde Clean Fuels, Inc.
May 3, 2023
Page 2
Prospectus Summary, page 8
2.We note you disclose that cash proceeds associated with the exercises of the warrants are
dependent on the stock price and the likelihood that warrant holders will not exercise their
warrants if the warrants are out of the money. Provide similar disclosure in the risk factors
and MD&A. As applicable, describe the impact on your liquidity and update the
discussion on the ability of your company to fund your operations on a prospective basis
with your current cash on hand.
3.Revise your prospectus to disclose the price that each selling securityholder paid for the
securities being registered for resale. Highlight any differences in the current trading
price, the prices that the Sponsor, PIPE investors and other selling securityholders
acquired their shares, and the price that the public securityholders acquired their shares.
Disclose that while the selling securityholders may experience a positive rate of return
based on the current trading price, the public securityholders may not experience a similar
rate of return on the securities they purchased due to differences in the purchase prices and
the current trading price. Please also disclose the potential profit the selling
securityholders will earn based on the current trading price. Lastly, please include
appropriate risk factor disclosure.
Risk Factors
Risks Related to Ownership of Our Securities and Other General Matters
Future sales and issuances of our Class A Common Stock could result in additional dilution...,
page 36
4.We note your disclosure highlighting the negative pressure potential sales of shares
pursuant to this registration statement could have on the public trading price of the Class
A Common Stock. We note your illustration of this risk by disclosing the current
percentage of shares being registered for resale out of the total number of shares
outstanding. Also disclose the purchase price of the securities being registered for resale
and state that even though the current trading price is at or below the SPAC IPO price, the
private investors may have an incentive to sell because they will still profit on sales
because of the lower price that they purchased their shares than the public investors.

 FirstName LastNameErnest Miller
 Comapany NameVerde Clean Fuels, Inc.
 May 3, 2023 Page 3
 FirstName LastName
Ernest Miller
Verde Clean Fuels, Inc.
May 3, 2023
Page 3
Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 57
5.In light of the significant number of redemptions and the unlikelihood that the company
will receive significant proceeds from exercises of the warrants because of the disparity
between the exercise price of the warrants and the current trading price of the Class A
Common Stock, expand your discussion of capital resources to address any changes in the
company’s liquidity position since the business combination. We also note your
discussions with financing sources. If the company is likely to have to seek additional
capital, discuss the effect of this offering on the company’s ability to raise additional
capital.
6.Please expand your discussion here to reflect the fact that this offering involves the
potential sale of a substantial portion of shares for resale and discuss how such sales could
impact the market price of the company’s common stock. Your discussion should
highlight the fact that to Bluescape Clean Fuels Holdings, LLC, "Holdings," a beneficial
owner of 73.14% of your outstanding shares, will be able to sell all of its shares for so
long as the registration statement of which this prospectus forms a part is available for
use.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Nicholas O'Leary at 202-551-4451 or Margaret Schwartz at 202-551-7153
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Anne Peetz, Esq.