Highbridge discloses 1.7% Verde Clean Fuels (VGAS) stake via warrants

Rhea-AI Filing Summary

Highbridge Capital Management filed an amended Schedule 13G reporting a passive ownership stake in Verde Clean Fuels, Inc. through warrants. Highbridge is deemed to beneficially own 388,671 shares of Class A common stock issuable upon warrant exercise, representing 1.7% of the class.

The percentage is based on 22,049,621 Class A shares outstanding as of November 14, 2025, as disclosed in Verde’s Form 10-Q. Highbridge reports sole voting and dispositive power over the 388,671 underlying shares, which are held for the Highbridge funds in the ordinary course of business without an intent to influence control.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Verde Clean Fuels, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

923372106

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 923372106

1

Names of Reporting Persons

Highbridge Capital Management, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 388,671.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 388,671.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

388,671.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

1.7 %

12

Type of Reporting Person (See Instructions)

IA, OO

Comment for Type of Reporting Person: The 388,671 shares of Class A Common Stock (as defined in Item 2(a)) are issuable upon exercise of warrants reported herein.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Verde Clean Fuels, Inc.
(b)	Address of issuer's principal executive offices: 711 Louisiana Street, Suite 2160, Houston, TX, 77002
Item 2.
(a)	Name of person filing: This statement is filed by Highbridge Capital Management, LLC ("Highbridge" or the "Reporting Person"), a Delaware limited liability company and the investment adviser to certain funds and accounts (the "Highbridge Funds"), with respect to the shares of class A common stock, par value $0.0001 per share ("Class A Common Stock"), of Verde Clean Fuels, Inc., a Delaware corporation (the "Issuer"), issuable upon exercise of warrants directly held by the Highbridge Funds. The filing of this statement should not be construed as an admission that any of the foregoing persons or the Reporting Person is, for the purposes of Section 13 of the Securities Exchange Act of 1934, the beneficial owner of the securities reported herein.
(b)	Address or principal business office or, if none, residence: The address of the business office of the Reporting Person is 390 Madison Avenue, 28th Floor, New York, NY 10017.
(c)	Citizenship: Highbridge is a Delaware limited liability company.
(d)	Title of class of securities: Class A Common Stock, par value $0.0001 per share
(e)	CUSIP No.: 923372106
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: The information required by Item 4(a) is set forth in Row 9 of the cover page for the Reporting Person and is incorporated herein by reference. The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 22,049,621 shares of Class A Common Stock outstanding as of November 14, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025, filed with the Securities and Exchange Commission on November 14, 2025, and assumes the exercise of the warrants held by the Highbridge Funds.
(b)	Percent of class: 1.7%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for the Reporting Person and is incorporated herein by reference.
	(ii) Shared power to vote or to direct the vote: The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for the Reporting Person and is incorporated herein by reference.
	(iii) Sole power to dispose or to direct the disposition of: The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for the Reporting Person and is incorporated herein by reference.
	(iv) Shared power to dispose or to direct the disposition of: The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for the Reporting Person and is incorporated herein by reference.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. See Item 2(a). The Highbridge Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Class A Common Stock reported herein.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Highbridge Capital Management, LLC

Signature:	/s/ Kirk Rule
Name/Title:	Kirk Rule, Executive Director
Date:	02/17/2026

FAQ

What ownership stake in VGAS does Highbridge Capital Management report?

Highbridge Capital Management reports beneficial ownership of 388,671 Verde Clean Fuels Class A shares, representing 1.7% of the class. These shares are issuable upon exercise of warrants held for Highbridge-managed funds, giving Highbridge sole voting and dispositive power over the underlying stock.

How did Highbridge Capital Management obtain its Verde Clean Fuels (VGAS) position?

Highbridge’s Verde Clean Fuels position comes from warrants it holds for its funds. The 388,671 reported Class A shares are not currently outstanding shares, but are shares issuable upon exercise of these warrants, giving potential voting and disposal rights if exercised.

What share count did Highbridge use to calculate its 1.7% VGAS ownership?

Highbridge calculated its 1.7% ownership using 22,049,621 Class A shares outstanding as of November 14, 2025. This figure comes from Verde Clean Fuels’ Form 10-Q for the quarter ended September 30, 2025, and assumes exercise of the warrants held by Highbridge funds.

Is Highbridge’s Verde Clean Fuels (VGAS) stake a passive investment?

Highbridge characterizes its Verde Clean Fuels stake as a passive investment. It certifies the securities were acquired and are held in the ordinary course of business, not for the purpose or effect of changing or influencing control of the issuer, consistent with a Schedule 13G filing.

Who ultimately benefits from Highbridge’s VGAS holdings reported on Schedule 13G/A?

The economic benefits from Highbridge’s Verde Clean Fuels holdings accrue to the Highbridge Funds. Highbridge Capital Management, as investment adviser, has sole voting and dispositive power over the 388,671 warrant-based shares, while the funds have the right to dividends and sale proceeds.

What type of entity is Highbridge Capital Management in this VGAS filing?

Highbridge Capital Management is identified as an investment adviser organized as a Delaware limited liability company. It files the Schedule 13G/A on behalf of certain funds and accounts it advises, reflecting their warrant-based beneficial ownership in Verde Clean Fuels Class A common stock.