As filed with the Securities and Exchange Commission on May 8, 2023 Registration No. 333-271360 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________ VERDE CLEAN FUELS, INC. (Exact name of registrant as specified in its charter) ____________________ (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) Delaware 2860 85-18 ...

As filed with the Securities and Exchange Commission on May 8, 2023 Registration No. 333-271360 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________ VERDE CLEAN FUELS, INC. (Exact name of registrant as specified in its charter) ____________________ (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) Delaware 2860 85-18 ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 As filed with the Securities and Exchange Commission on April 20, 2023 Registration No. 333- ____________________ VERDE CLEAN FUELS, INC. (Exact name of registrant as specified in its charter) ____________________ Ernie Miller Chief Executive Officer and Interim Chief Financial Officer c/o Verde Clean Fuels, Inc. 600 Travis Street, Suite 5050 Houston, Texas 77002 (469) 398 ...

FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________ VERDE CLEAN FUELS, INC. (Exact name of registrant as specified in its charter) ____________________ (State or other jurisdiction of incorporation or organization) Delaware 2860 85-1863331 (Primary Standard Industrial Classification Code Number) As filed with the Securities and Exchange Commission on April 20, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Ernie Miller Chi ...

Production and Capacity - Verde Clean Fuels expects its first commercial production facility in Maricopa, Arizona, to be operational by the first half of 2025, producing approximately 7 million gallons of renewable gasoline in its first full year[31]. - The company plans to expand production capacity to approximately 30 million gallons per year by 2026[31]. - Total capital expenditures for three additional planned production facilities are estimated to be around $900 million, with funding expected through equity and project-related debt[34]. - Future facilities could require an estimated $100 to $200 million of additional capital expenditures and take 18 to 24 months to construct[56]. - The development cycle for commercial production facilities typically lasts from 24 to 36 months, with an additional ramp-up period of six months or longer to reach expected production levels[102]. - The company plans to develop future commercial production facilities near biomass and MSW sources to lower feedstock costs[57]. Technology and Innovation - Over $110 million has been invested in technology development, including a demonstration facility in New Jersey that has completed over 10,500 hours of operation[32]. - The company holds 28 patents globally, including 8 in the U.S., protecting key aspects of its STG+® technology[44]. - Renewable gasoline reduces lifecycle emissions by over 60% compared to traditional fossil fuel-based gasoline[52]. - The company relies on proprietary manufacturing technology for a substantial portion of its revenue, and its competitive advantage depends on protecting its intellectual property rights[167]. Financial Performance and Projections - Verde Clean Fuels has not yet derived revenue from its principal business activities as of December 31, 2022[32]. - The company anticipates significant capital investment requirements for the construction and development of commercial production facilities, planning to fund approximately 70% of these costs through debt financing[99]. - The company expects to spend significant amounts on technology development, acquiring production facilities, and general administrative expenses, with expenses anticipated to exceed revenues for the foreseeable future[152]. - The company has incurred net losses since inception and is currently in the development stage without generating revenue, relying on BERR for additional capital[151]. - Significant future revenue will depend on the ability to attract customers and negotiate long-term supply agreements for renewable gasoline, with initial agreements likely to involve limited quantities[149]. Market and Regulatory Environment - The U.S. Energy Information Administration projects gasoline demand in 2035 to be at 92-102% of 2022 levels, indicating a sustained market for renewable gasoline[51]. - The Renewable Fuel Standard (RFS) program mandates a certain volume of renewable fuel, which the company expects to benefit from[71]. - The company anticipates that its renewable gasoline will qualify for federal and state carbon credit programs, potentially adding significant value[32]. - The efficiency of the voluntary carbon credit market is currently affected by demand insufficiency and lack of standardization, which could impact future revenue from carbon credits[98]. - The company faces risks related to regulatory changes affecting renewable fuels, technological risks, and competition from other fuel producers[94]. Risks and Challenges - The company faces risks related to market acceptance of its renewable fuel and competition from established companies with greater financial and technical resources[97]. - The company may experience fluctuations in financial performance due to the lengthy customer acquisition and sales process, which can take months to recognize revenue from new production facilities[105]. - The company may face challenges in obtaining necessary permits and approvals for its commercial production facilities, which could delay operations and impact revenue[104]. - The company may encounter difficulties in recruiting and retaining qualified personnel, which could adversely affect its operational capabilities and financial position[113]. - The company may face litigation and regulatory actions that could adversely impact profitability and financial position[202]. Corporate Governance and Structure - A Business Combination closed on February 15, 2023, resulting in the issuance of 825,000 shares of Class A Common Stock and a private placement of 3,200,000 shares for gross proceeds of $32.0 million[86]. - Following the Business Combination, the company changed its name to Verde Clean Fuels, Inc., and its Common Stock is now listed on Nasdaq under the symbol "VGAS"[88]. - The company is classified as a "controlled company," qualifying for exemptions from certain corporate governance requirements, which may limit stockholder protections[200]. - Holdings owns the majority of the voting stock, allowing it to influence significant corporate decisions, which may conflict with other stockholders' interests[210]. Environmental and Compliance Issues - The company relies on third parties for compliance with environmental laws, and any failures could result in liabilities that adversely affect its operations[129]. - Future operations may incur increased costs due to compliance with environmental laws and regulations, which could impact financial results[130]. - Concerns regarding the environmental impact of renewable gasoline production could negatively affect public policy and harm revenues and operating margins[192]. Market Dynamics and Competition - The company operates in a competitive environment where obtaining third-party licenses may be challenging, potentially affecting its market position and financial results[184]. - The company may not be able to effectively compete with alternative fuel products and integrate the latest technology into its processes, risking obsolescence of existing products[190]. - Projections regarding revenues and market share are subject to significant risks and uncertainties, which could lead to material deviations from expectations[185]. Stock and Financial Risks - Future sales of Class A Common Stock could lead to dilution of existing stockholders' ownership and potentially lower share prices[203]. - The trading price of the company's securities could be volatile and subject to wide fluctuations due to various factors beyond its control[215]. - The company is subject to significant income, withholding, and other tax obligations, which could affect its after-tax profitability and financial results[224]. - Changes in laws or regulations may adversely affect the company's business, investments, and results of operations[220].

Financial Performance - As of September 30, 2022, the company reported a net loss of $2,387,015 for the three months ended, with general and administrative expenses totaling $3,013,729, including $2,501,501 related to identifying a target business [172]. - For the nine months ended September 30, 2022, the company incurred a net loss of $3,566,151, with general and administrative expenses of $4,408,361, including $3,410,564 for identifying a target business [173]. - The company earned interest income of $757,106 for the three months ended September 30, 2022, from the proceeds held in the Trust Account [172]. - The company has incurred $4,212 in interest expense on a promissory note from a related party for the nine months ended September 30, 2022 [173]. - As of September 30, 2022, the Company had no long-term debt or lease obligations [184]. IPO and Financing - The company completed its initial public offering (IPO) on August 17, 2021, raising gross proceeds of $150 million from the sale of 15 million units at $10.00 per unit, with an additional $22.5 million from the full exercise of the underwriter's over-allotment option [152]. - The underwriters received an underwriting discount of 2% of the gross proceeds from the Public Offering and over-allotment, totaling $3,450,000 [183]. - The company plans to raise an additional $80 million through a private placement (PIPE Financing) by selling 8 million shares of Class A common stock at $10.00 per share [161]. - The Sponsor deposited $1,725,000 into the Trust Account, representing 1% of the gross proceeds of the IPO, to extend the business combination deadline to February 16, 2023 [177]. Business Operations and Future Plans - The company has not commenced any operations and will not generate operating revenues until after completing a business combination [171]. - A business combination agreement was entered into on August 12, 2022, with Verde Clean Fuels OpCo, LLC, and Bluescape Clean Fuels Holdings, LLC, which will result in the company changing its name to Verde Clean Fuels, Inc. [156][157]. - The company will enter into a Tax Receivable Agreement, providing for payments to TRA Holders of 85% of net cash savings in U.S. federal, state, and local income tax after the business combination [164]. - The Company has committed to provide Working Capital Loans up to $1,500,000 to finance transaction costs related to a Business Combination [177]. - If the Company cannot complete a Business Combination by February 16, 2023, it will cease operations except for liquidation purposes [180]. Financial Position and Risks - The company had a working capital deficit of $3,600,490 as of September 30, 2022, with only $8,242 in its operating bank account [175]. - The Company may need additional financing to complete its Business Combination or to redeem public shares, which could involve issuing more securities or incurring debt [178]. - The Company has no current off-balance sheet arrangements or significant contractual obligations beyond the mentioned commitments [193]. - The Company has no adjustments in its financial statements for the possibility of ceasing operations as a going concern [179]. - The Company has identified critical accounting estimates that could materially differ from actual results, particularly in stock valuations [185]. - The Company has opted out of the extended transition period under the JOBS Act, meaning it will adopt new accounting standards when public companies do [196].

IPO and Fundraising - The company completed its initial public offering (IPO) on August 17, 2021, raising gross proceeds of $150 million from the sale of 15 million units at $10.00 per unit[142]. - An additional $22.5 million was generated from the full exercise of the underwriters' overallotment option[142]. - The underwriters were granted a 45-day option to purchase an additional 2,250,000 units to cover over-allotments, which was fully exercised on August 19, 2021[169]. - An underwriting discount of 2% on the gross proceeds of the initial public offering and over-allotment was paid, totaling $3,450,000[170]. - The underwriters will receive a deferred underwriting discount of 3.5% of the gross proceeds upon completion of the initial Business Combination[170]. Financial Performance - As of June 30, 2022, the company reported a net loss of $1,179,136 for the six months, with general and administrative expenses totaling $1,394,632[148]. - The company incurred $442,662 in general and administrative expenses for the three months ended June 30, 2022, including $236,978 related to identifying a target business[147]. - The company had $86,284 in its operating bank account and a working capital deficit of $938,699 as of June 30, 2022[150]. - Interest income earned from the Trust Account amounted to $221,148 for the six months ended June 30, 2022[148]. - The company has no long-term debt or capital lease obligations as of June 30, 2022[159]. Business Operations - The company has not commenced any operations and will not generate operating revenues until after completing a business combination[146]. - If a business combination is not completed by November 16, 2022, the company will cease operations and liquidate[155]. - The company has a commitment for working capital loans up to $1.5 million to finance transaction costs related to a business combination[152]. Regulatory Compliance - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to comply with new accounting standards based on the effective date for private companies[171]. - The company has opted out of the extended transition period under the JOBS Act, meaning it will adopt new accounting standards at the same time as public companies[171]. - The company is evaluating the benefits of reduced reporting requirements under the JOBS Act, which may exempt it from certain disclosures for five years post-offering[172]. - Exemptions may include not providing an auditor's attestation report on internal controls and not disclosing executive compensation comparisons[172]. Registration Rights - The registration rights agreement allows holders to make up to three demands for registration of securities, with certain conditions related to lock-up periods[168]. - The registration rights for Founder Shares will be effective after a specified price threshold is met for Class A common stock[168]. - The company will bear the expenses related to the filing of registration statements[168].

IPO and Fundraising - The company completed its initial public offering (IPO) on August 17, 2021, raising gross proceeds of $150 million from the sale of 15 million units at $10.00 per unit[118]. - An additional $22.5 million was generated from the full exercise of the underwriters' overallotment option[118]. - Underwriters were granted a 45-day option to purchase an additional 2,250,000 units to cover over-allotments, which were fully exercised on August 19, 2021[144]. - The underwriting discount paid to underwriters was 2% of the gross proceeds, totaling $3,450,000, with a deferred underwriting discount of 3.5% upon completion of the initial Business Combination[145]. Financial Performance - As of March 31, 2022, the company reported a net loss of $263,321, with general and administrative expenses amounting to $279,885 and interest income of $16,564[123]. - The company had $155,930 in its operating bank account and working capital of $207,198 as of March 31, 2022[125]. - The company has no long-term debt or capital lease obligations as of March 31, 2022[134]. - The company has not commenced any operations and will not generate operating revenues until after completing a Business Combination[122]. Business Combination and Operations - The company has committed to provide up to $1.5 million in Working Capital Loans to finance transaction costs related to a Business Combination[127]. - If the company fails to complete a Business Combination by August 17, 2022, it will cease operations and liquidate the Trust Account[130]. Accounting and Reporting - The company recognized a change in the carrying value of redeemable common stock, resulting in charges against additional paid-in capital and accumulated deficit[138]. - The company is evaluating the impact of recent accounting standards updates on its financial position and operations[140]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to comply with new accounting standards based on the effective date for private companies[146]. - The company has opted out of the extended transition period under the JOBS Act, meaning it will adopt new accounting standards at the same time as public companies[146]. - The company is evaluating the benefits of reduced reporting requirements under the JOBS Act, which may exempt it from certain disclosures for five years or until it is no longer an "emerging growth company"[147].

IPO and Financial Proceeds - The company completed its IPO on August 17, 2021, raising gross proceeds of $150 million from the sale of 15 million units at $10.00 per unit[22]. - An additional $22.5 million was generated from the underwriters exercising their over-allotment option, bringing total gross proceeds to $172.5 million[27]. - The trust account initially holds $174,225,000 available for a business combination, equating to $10.10 per unit before any underwriting commissions and expenses[57]. - The net proceeds from the IPO and private placement warrants available outside the trust account are approximately $600,000, which may not be sufficient for operations over the next 12 months[161]. - Offering expenses totaled $576,438, which did not exceed the estimated $900,000, allowing for an increase in available funds outside the trust account[161]. Business Combination Strategy - The company has identified potential business combination targets in the energy sector, focusing on energy transition and renewable fuels industries[21]. - The company plans to focus on acquiring assets that are underperforming due to capital starvation or other market dislocations, aiming for attractive risk-adjusted returns[39]. - The company aims to leverage relationships with management teams and financial institutions to identify numerous business combination opportunities[38]. - The company intends to conduct comprehensive due diligence on potential targets, leveraging the management team's experience in the energy sector[45]. - The company may pursue opportunities with entities where officers or directors have fiduciary obligations, potentially allowing co-investment during the initial business combination[50]. Management and Experience - The management team has over 170 years of combined experience in forming, financing, and operating public and private oil and gas companies[31]. - The CEO has previously led the acquisition of over 150 oil and gas properties, with a net production of 18,500 BOPD and 146 MMCFD at the time of acquisition[34]. - The management team has a proven track record of executing transactions under varying economic conditions, enhancing the attractiveness of potential target businesses[36]. - The company is dependent on a relatively small group of individuals, particularly its officers and directors, for its operations, and their loss could adversely affect the company's ability to operate[203]. Regulatory and Compliance Issues - The company is classified as an "emerging growth company," allowing it to benefit from reduced reporting requirements until it reaches $1.07 billion in annual gross revenue or other specified thresholds[55]. - The company may remain a "smaller reporting company" until the market value of its common stock held by non-affiliates exceeds $250 million or annual revenues exceed $100 million[56]. - Stockholder approval is required for mergers involving the company if shares issued equal or exceed 20% of Class A common stock outstanding[69]. - The company must ensure that net tangible assets remain above $5,000,001 to avoid being classified as a "penny stock" under SEC rules[92]. - The company is subject to NASDAQ's initial listing requirements, which include maintaining a stock price of at least $4.00 per share[142]. Redemption Rights and Stockholder Approval - The anticipated redemption price for public stockholders is approximately $10.10 per share, based on the trust account balance[76]. - Public stockholders can redeem shares either through a stockholder meeting or a tender offer, with a minimum notice period of 10 days[77]. - If stockholder approval is sought, a majority of outstanding shares must vote in favor for the business combination to proceed[81]. - Redemption rights are limited to 15% of shares sold in the IPO for any single stockholder or group acting in concert[83]. - The company will not redeem shares if it would cause net tangible assets to fall below $5,000,001[82]. Risks and Challenges - The company acknowledges the risks of depending on a single business for future performance post-combination, which may expose it to economic and regulatory challenges[65]. - The company may face challenges in completing its initial business combination due to limited resources and significant competition[116]. - The ongoing COVID-19 pandemic may materially adversely affect the company's search for a business combination and the status of debt and equity markets, potentially limiting travel and meetings necessary for negotiations[153]. - The ability to raise equity and debt financing may be impacted by COVID-19, leading to increased market volatility and decreased liquidity, which could adversely affect the company's financing capabilities[154]. - The company faces intense competition from other blank check companies and private equity groups in identifying target businesses[107]. Financial Condition and Future Outlook - The company has no operating history and has generated no revenues to date[114]. - As of December 31, 2021, the company had $505,518 in cash and working capital of $487,083, raising substantial doubt about its ability to continue as a going concern[194][195]. - The company’s balance sheet reflects negative stockholders' equity, indicating potential financial instability[120]. - The company may incur write-downs or other charges post-business combination that could negatively impact financial condition and stock price, potentially leading to losses for investors[162]. - If the initial business combination is not completed, public stockholders may receive approximately $10.10 per share on liquidation of the trust account, which could be less in certain circumstances[201]. Conflicts of Interest - Conflicts of interest may arise as officers and directors may be affiliated with entities engaged in similar business activities, affecting their allocation of time and business opportunities[212]. - The company may engage in a business combination with target businesses affiliated with its sponsor, officers, or directors, which could raise potential conflicts of interest[216]. - The management team may negotiate employment or consulting agreements with a target business, which could create conflicts of interest in determining the most advantageous business combination[208]. Additional Financing and Share Issuance - The company may seek additional funds through private offerings of debt or equity securities in connection with the business combination[60]. - The company may issue additional shares of common stock or preferred stock to complete its initial business combination, which could dilute existing shareholders' interests[196]. - The company may attempt to complete multiple business combinations simultaneously, which could complicate operations[120]. - The issuance of additional shares could cause a change of control, potentially affecting the company's ability to use net operating loss carryforwards and resulting in the resignation or removal of current officers and directors[204].

IPO and Financial Proceeds - The company completed its initial public offering (IPO) on August 17, 2021, raising gross proceeds of $150 million from the sale of 15 million units at $10.00 per unit[106]. - An additional $22.5 million was generated from the full exercise of the underwriters' overallotment option[106]. - The company incurred transaction costs of $17,771,253 related to the IPO and overallotment, which included $3,450,000 in underwriting discounts[106]. - The company placed $174,225,000 in a Trust Account following the IPO, which is intended for future business combinations[109]. Financial Performance - As of September 30, 2021, the company reported a net loss of $67,295 for the three months ended, primarily due to formation and operating costs[111]. - For the nine months ended September 30, 2021, the net loss was $72,647, reflecting similar cost structures[112]. - The company had $539,610 in its operating bank account and working capital of $757,200 as of September 30, 2021[113]. Future Commitments and Financial Adjustments - A commitment letter was signed by the sponsor to provide loans of up to $1.5 million for transaction costs related to a future business combination[114]. - The company restated its financial statements to classify 1,082,716 shares of Class A common stock as temporary equity instead of permanent equity[117]. - The underwriters are entitled to a deferred underwriting discount of 3.5% of the gross proceeds upon the completion of the initial business combination[129]. Market Risk Disclosures - No quantitative and qualitative disclosures about market risk are required for smaller reporting companies[132].