SEC Comment Letter 0000000000-23-005166 to Verde Clean Fuels, Inc. (VGAS, VGASW) (CIK 0001841425) (VGAS)
Verde Clean Fuels, Inc. (VGAS, VGASW) (CIK 0001841425)
Date: May 15, 2023 · CIK: 0001841425 · Accession: 0000000000-23-005166
AI Filing Summary & Sentiment
File numbers found in text: 333-271360
Letter
United States securities and exchange commission logo May 15, 2023 Ernest Miller Chief Executive Officer Verde Clean Fuels, Inc. 600 Travis Street, Suite 5050 Houston, Texas 77002 Re:Verde Clean Fuels, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed May 8, 2023 File No. 333-271360 Dear Ernest Miller: We have reviewed your amended registration statement and have the following 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. Unless we note otherwise, our references to prior comments are to comments in our May 3, 2023 letter. Amendment No. 1 to Form S-1 filed May 8, 2023 Prospectus Summary, page 13 1.We note your response to our prior comment number 3, which we reissue in part. Please disclose in the Prospectus Summary 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.
FirstName LastNameErnest Miller Comapany NameVerde Clean Fuels, Inc. May 15, 2023 Page 2 FirstName LastName Ernest Miller Verde Clean Fuels, Inc. May 15, 2023 Page 2 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.
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United States securities and exchange commission logo
May 15, 2023
Ernest Miller
Chief Executive Officer
Verde Clean Fuels, Inc.
600 Travis Street, Suite 5050
Houston, Texas 77002
Re:Verde Clean Fuels, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed May 8, 2023
File No. 333-271360
Dear Ernest Miller:
We have reviewed your amended registration statement and have the following
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. Unless we note
otherwise, our references to prior comments are to comments in our May 3, 2023 letter.
Amendment No. 1 to Form S-1 filed May 8, 2023
Prospectus Summary, page 13
1.We note your response to our prior comment number 3, which we reissue in part. Please
disclose in the Prospectus Summary 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.
FirstName LastNameErnest Miller
Comapany NameVerde Clean Fuels, Inc.
May 15, 2023 Page 2
FirstName LastName
Ernest Miller
Verde Clean Fuels, Inc.
May 15, 2023
Page 2
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.