Correspondence 0001213900-23-043188 from Verde Clean Fuels, Inc. (VGAS, VGASW) (CIK 0001841425) (VGAS)
Verde Clean Fuels, Inc. (VGAS, VGASW) (CIK 0001841425)
Date: May 25, 2023 · CIK: 0001841425 · Accession: 0001213900-23-043188
AI Filing Summary & Sentiment
File numbers found in text: 333-271360
Referenced dates: May 15, 2023
Letter
Verde Clean Fuels, Inc.
Travis Street, Suite 5050
Houston, Texas 77002
May 25, 2023
Division of Corporation Finance
Office of Life Sciences
United States Securities and Exchange Commission
Division of Corporation Finance
F Street, N.E.
Washington, D.C. 20549-3561
Re: Verde Clean Fuels, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed May 8, 2023
File No. 333-271360
Ladies and Gentlemen:
Set forth below are the responses of Verde Clean Fuels, Inc. (the “Company,” “Verde Clean Fuels,” “we,” “us” or “our”) to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated May 15, 2023, with respect to the Company’s Amendment No. 1 to the Registration Statement on Form S-1, File No. 333-271360, filed with the Commission on May 8, 2023 (the “Registration Statement”). Concurrently with the submission of this letter, the Company is filing an Amendment No. 2 to the Registration Statement (the “Amended Registration Statement”).
For your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text. All references to page numbers and captions correspond to the Amended Registration Statement unless otherwise specified. All capitalized terms not otherwise defined herein shall have the meaning assigned to them in the Amended Registration Statement.
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.
RESPONSE: We acknowledge the Staff’s comment and have revised our disclosure on page 11 of the Amended Registration Statement accordingly.
* * * * *
Securities and Exchange Commission
May 25, 2023
Page
We respectfully request the Staff’s assistance in completing the review of the Registration Statement, as amended, as soon as possible. Please direct any questions that you have with respect to the foregoing or if any additional supplemental information is required by the Staff, please contact Anne Peetz of Kirkland & Ellis LLP at (713) 836-3711.
Sincerely,
VERDE CLEAN FUELS, INC.
Show Raw Text
CORRESP
1
filename1.htm
Verde
Clean Fuels, Inc.
600
Travis Street, Suite 5050
Houston,
Texas 77002
May
25, 2023
Division
of Corporation Finance
Office
of Life Sciences
United
States Securities and Exchange Commission
Division
of Corporation Finance
100
F Street, N.E.
Washington,
D.C. 20549-3561
Re:
Verde
Clean Fuels, Inc.
Amendment
No. 1 to Registration Statement on Form S-1
Filed
May 8, 2023
File
No. 333-271360
Ladies
and Gentlemen:
Set
forth below are the responses of Verde Clean Fuels, Inc. (the “Company,” “Verde Clean Fuels,” “we,”
“us” or “our”) to comments received from the staff of the Division of Corporation
Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
by letter dated May 15, 2023, with respect to the Company’s Amendment No. 1 to the Registration Statement on Form S-1, File No.
333-271360, filed with the Commission on May 8, 2023 (the “Registration Statement”). Concurrently with the
submission of this letter, the Company is filing an Amendment No. 2 to the Registration Statement (the “Amended Registration
Statement”).
For
your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text. All
references to page numbers and captions correspond to the Amended Registration Statement unless otherwise specified. All capitalized
terms not otherwise defined herein shall have the meaning assigned to them in the Amended Registration Statement.
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.
RESPONSE: We
acknowledge the Staff’s comment and have revised our disclosure on page 11 of the Amended Registration Statement accordingly.
* *
* * *
Securities
and Exchange Commission
May
25, 2023
Page
2
We
respectfully request the Staff’s assistance in completing the review of the Registration Statement, as amended, as soon as possible.
Please direct any questions that you have with respect to the foregoing or if any additional supplemental information is required by
the Staff, please contact Anne Peetz of Kirkland & Ellis LLP at (713) 836-3711.
Sincerely,
VERDE CLEAN FUELS, INC.
By:
/s/
Ernest B. Miller
Name:
Ernest
B. Miller
Title:
Chief
Executive Officer and
Interim Chief Financial Officer
Enclosures
cc: Debbie
Yee, P.C. (Kirkland & Ellis LLP)
Anne
G. Peetz (Kirkland & Ellis LLP)