Verde Clean Fuels Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 3, 2025, Verde Clean Fuels, Inc. (the “Company”) filed a Certificate of Correction to its Fifth Amended and Restated Certificate of Incorporation (the “A&R Certificate”) filed with the Secretary of State of the State of Delaware on January 29, 2025. The preamble to the A&R Certificate inadvertently referred to the date the A&R Certificate was filed instead of the effective date of the Company’s previously filed Fourth Amended and Restated Certificate of Incorporation (the “Previous A&R Certificate”) as the “Effective Date” (as defined in the A&R Certificate). The Certificate of Correction corrects this scrivener’s error to the A&R Certificate and instead references the effective date of the Company’s Previous A&R Certificate as the “Effective Date.” The foregoing description of the Certificate of Correction is qualified in its entirety by reference to the full text of the Certificate of Correction attached as Exhibit 3.1 hereto.
Item 9.01. Financial Statement and Exhibits.
| (d) | Exhibits. |
| Exhibit Number |
Description | |
| 3.1 | Certificate of Correction to Fifth Amended and Restated Certificate of Incorporation of Verde Clean Fuels, Inc. filed on January 29, 2025, dated April 3, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: April 7, 2025 | Verde Clean Fuels, Inc. | ||
| By: | /s/ Ernest Miller | ||
| Name: | Ernest Miller | ||
| Title: | Chief Executive Officer | ||
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