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Filing Details

Accession Number:: 0000950170-25-011937
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2025-01-31 19:03:50
Reporting Period:: 2025-01-29

Accepted Time:: 2025-01-31 19:03:50
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1841425	Verde Clean Fuels Inc.	VGAS	Crude Petroleum & Natural Gas (1311)	DE

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1539838	Diamondback Energy, Inc.	500 West Texas Avenue, Suite 100 Midland TX 79701	No	No	No	No
1590692	Diamondback Energy E&P Llc	500 West Texas Avenue, Suite 100 Midland TX 79701	No	No	No	No
1966632	Cottonmouth Ventures Llc	500 West Texas Avenue, Suite 100 Midland TX 79701	No	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2025-01-29	12,500,000	$4.00	14,500,000	No	4	P	Indirect	See Footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See Footnote

Footnotes

Shares of Class A common stock, par value $0.0001 per share ("Class A Common Stock") of Verde Clean Resources, Inc. (the "Issuer") purchased in a private transaction (the "PIPE Investment") pursuant to a Class A Common Stock Purchase Agreement by and between the Issuer and Cottonmouth Ventures LLC ("Cottonmouth"), a subsidiary of Diamondback Energy, Inc. ("Diamondback"). The closing of the PIPE Investment was subject to certain customary conditions to closing, including the mailing of an information statement to the Issuer's stockholders. The closing conditions were satisfied, and the PIPE Investment closed on January 29, 2025.
This Form 4 is being filed by Diamondback, Diamondback E&P LLC ("Diamondback E&P"), and Cottonmouth (collectively, the "Reporting Persons"). Cottonmouth is wholly owned by Diamondback E&P and Diamondback E&P is wholly owned by Diamondback. Diamondback E&P, as the sole owner of Cottonmouth, and Diamondback, as the sole owner of Diamondback E&P, may be deemed to have voting and investment control over the shares held by Cottonmouth. This statement relates to shares of Class A Common Stock of Verde Clean Fuels, Inc. held by Cottonmouth.
The filing of this statement shall not be deemed an admission that any of the Reporting Persons is the beneficial owner of any of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise. For purposes of this filing, each of the Reporting Persons disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.