Highbridge Discloses 1.6M Warrant-Based Shares in VGAS, 6.8% Diluted

Rhea-AI Filing Summary

Highbridge Capital Management, LLC reported beneficial ownership of 1,606,006 shares of Verde Clean Fuels, Inc. Class A common stock, representing 6.8% of the class on a fully diluted basis. The filing states this percentage is calculated using 22,049,621 shares outstanding as of May 14, 2025 and that the 1,606,006 shares are issuable upon exercise of warrants held by Highbridge funds. Highbridge discloses sole voting and dispositive power over those 1,606,006 shares and confirms the holdings are held in the ordinary course of business and not to influence control of the issuer.

Positive

• Disclosure of >5% stake through a Schedule 13G provides transparency into significant ownership
• Sole voting and dispositive power over 1,606,006 shares is clearly stated
• Calculation basis disclosed: uses 22,049,621 shares outstanding as of May 14, 2025

Negative

• Holdings are warrant-based, so the reported stake is contingent on exercise and not currently outstanding shares
• No detail on exercise timing or economics of the warrants is provided in the filing
• Filing does not identify all underlying Highbridge Funds beyond naming one fund with >5% economic interest

Insights

Financial Analyst

TL;DR: Highbridge holds a meaningful warrant-based stake equal to 6.8% on a diluted basis, potentially affecting future free float if exercised.

Highbridge reports 1,606,006 shares beneficially owned via warrants, using 22,049,621 shares outstanding to calculate a 6.8% stake. From an investor-analytics perspective, this is a material pre-exercise disclosure because warrant exercises would increase immediate free float and voting power for Highbridge. The filing explicitly states sole voting and dispositive power and that holdings are held in the ordinary course of business; there is no indication of an attempted control transaction. This disclosure should be modeled as contingent dilution when assessing share count and ownership concentration.

Corporate Governance Expert

TL;DR: Reporting confirms >5% beneficial ownership via warrants with sole voting/dispositive power and ordinary-course certification.

The Schedule 13G indicates Highbridge is an investment adviser filing on behalf of funds and that the shares are issuable upon exercise of warrants. The filer certifies the position is not held to change or influence control. For governance review, the key facts are the sole voting/dispositive authority over 1,606,006 shares and the identification of Highbridge Tactical Credit Master Fund, L.P. as holding more than 5% voting/pecuniary rights. No group affiliation or additional control arrangements are disclosed.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

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)

06/30/2025

(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 1,606,006.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,606,006.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,606,006.00

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)

6.8 %

12

Type of Reporting Person (See Instructions)

IA, OO

Comment for Type of Reporting Person: The 1,606,006 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 277 Park Avenue, 23rd Floor, New York, New York 10172.
(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 May 14, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, filed with the Securities and Exchange Commission on May 14, 2025, and assumes the exercise of the warrants held by the Highbridge Funds.
(b)	Percent of class: 6.8%
(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.
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. Highbridge Tactical Credit Master Fund, L.P., a Highbridge Fund, has the right to receive or the power to direct the receipt of dividends or the proceeds from the sale of more than 5% of the shares of Class A Common Stock.
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:	08/14/2025

FAQ

What stake did Highbridge report in Verde Clean Fuels (VGAS)?

Highbridge reported beneficial ownership of 1,606,006 shares, representing 6.8% of the Class A common stock on a fully diluted basis.

Are the reported VGAS shares currently outstanding or contingent?

The filing states the 1,606,006 shares are issuable upon exercise of warrants, so the position is contingent on exercise.

What share count was used to calculate the 6.8% ownership in VGAS?

The percentage is calculated using an aggregate of 22,049,621 shares outstanding as of May 14, 2025.

Does Highbridge have voting power over the VGAS shares it reports?

Yes. The filing discloses sole voting power and sole dispositive power over the 1,606,006 shares.

Was Highbridge filing to influence control of Verde Clean Fuels?

Highbridge certified the securities were acquired and are held in the ordinary course of business and not to change or influence control of the issuer.