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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/27/23 Verde Clean Fuels, Inc. S-8 4/27/23 7:220K EdgarAgents LLC/FA |
Document/Exhibit Description Pages Size
1: S-8 Registration Statement - Securities for an HTML 81K
Employee Benefit Plan
2: EX-5.1 Opinion of Kirkland & Ellis LLP HTML 11K
3: EX-23.1 Consent of Marcum LLP HTML 6K
4: EX-23.2 Consent of Deloitte & Touche LLP HTML 5K
7: EX-FILING FEES Filing Fee Table HTML 16K
5: EX-99.2 Form of Non-Employee Director Rsu Grant Notice and HTML 54K
Award Agreement
6: EX-99.3 Form of Employee Stock Option Award Agreement HTML 51K
| Page | (sequential) | (alphabetic) | ↑Top | ||
|---|---|---|---|---|---|
| 1 | 1st Page – Filing Submission | ||||
| " | Power of Attorney (included on signature page) | ||||
As filed with the Securities and Exchange Commission on April 27, 2023
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Verde Clean Fuels, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 85-1863331 | |
(State
or other jurisdiction |
(IRS Employer Identification No.) | |
600 Travis Street Suite 5050 |
77002 | |
| (Address of principal executive offices) | (Zip Code) | |
Verde Clean Fuels, Inc. 2023 Omnibus Incentive Plan
(Full title of the plan)
Ernest Miller
Chief Executive Officer and Interim Chief Financial Officer
Verde Clean Fuels, Inc.
600 Travis Street
Suite 5050
(469) 398-2200
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Debbie P. Yee, P.C.
Anne G. Peetz
Kirkland & Ellis LLP
609 Main St
(713) 836-3600
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☒
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information.
The documents containing the information specified in Part I will be delivered in accordance with Rule 428(b) under the Securities Act. Such documents are not required to be, and are not, filed with the Securities and Exchange Commission (the “Commission”), either as part of this registration statement (the “Registration Statement”) or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act of 1933, as amended (the “Securities Act”). These documents, and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of the Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information.
The written statement required by Item 2 of Part I is included in documents that will be delivered to participants in the plans covered by this Registration Statement pursuant to Rule 428(b) of the Securities Act.
I-1
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed with the Commission, are incorporated by reference into this Registration Statement:
| (i) | The Registrant’s Annual Report on Form 10-K (File No. 001-40743) (the “Form 10-K”) for the fiscal year ended December 31, 2022, filed with the Commission on March 31, 2023; |
| (ii) | The Registrant’s Current Reports on Form 8-K (File No. 001-40743) (other than information furnished rather than filed), filed with the Commission on January 4, 2023, February 14, 2023, February 21, 2023 (and the subsequent amendment thereto filed on Form 8-K/A on April 7, 2023) and April 17, 2023; and |
| (iii) | The description of the Registrant’s Common Stock which is contained in a registration statement on Form 8-A filed on August 12, 2021 (File No. 001-40743) under the Exchange Act of 1934, as amended (the “Exchange Act”), as updated in Exhibit 4.5 to the Form 10-K, as well as any additional amendments or reports filed for the purpose of updating such description. |
In addition, all documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, as amended (other than Current Reports on Form 8-K furnished pursuant to Item 2.02 or Item 7.01 of Form 8-K, including any exhibits included with such information that are related to such items), prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration Statement.
Any statement contained in the documents incorporated or deemed to be incorporated by reference in this Registration Statement shall be deemed to be modified, superseded, or replaced for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference in this Registration Statement modifies, supersedes, or replaces such statement. Any such statement so modified, superseded or replaced shall not be deemed, except as so modified, superseded or replaced, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
The Registrant is governed by the Delaware General Corporate Law, as the same exists or may hereafter be amended (the “DGCL”). Section 145 of the DGCL (“Section 145”) provides that a Delaware corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation) by reason of the fact that such person is or was a director, officer, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnification may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful. Section 145 also provides that a Delaware corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of such corporation, under the same conditions, except that such indemnification is limited to expenses (including attorneys’ fees) actually and reasonably incurred by such person, and except that no indemnification is permitted without judicial approval if such person is adjudged to be liable to such corporation. Where an officer or director of a corporation is successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to above, or any claim, issue or matter therein, the corporation must indemnify that person against the expenses (including attorneys’ fees) which such officer or director actually and reasonably incurred in connection therewith.
II-1
Section 145 further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would otherwise have the power to indemnify such person against such liability under Section 145.
The Registrant’s Fourth Amended and Restated Certificate of Incorporation (the “Charter”) and the Registrant’s Amended and Restated Bylaws (the “Bylaws”) provide that the Registrant shall indemnify, to the fullest extent permitted by law, any person made or threatened to be made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he or she is or was our director or executive officer (as defined in our Bylaws) or serves or served at any other corporation, partnership, joint venture, trust or other enterprise as a director or executive officer at our request.
The Charter eliminates the liability of directors and officers to the fullest extent permitted by the DGCL. Pursuant to Section 102(b)(7) of the DGCL, a corporation may eliminate the personal liability of directors and officers to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or an officer, as applicable, except for liabilities arising (i) from any breach of the director’s or officer’s duty of loyalty to the corporation or its stockholders, (ii) from acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) from any transaction from which the director derived an improper personal benefit, or (iv) with respect to a director, under Section 174 of the DGCL, and with respect to an officer, from any action by or in the right of the corporation.
These provisions may be held not to be enforceable for certain violations of the federal securities laws of the United States.
Furthermore, on February 15, 2023, the Registrant entered into the Indemnification Agreements with each of its directors and executive officers which provide that the Registrant shall indemnify such directors and executive officers under the circumstances and to the extent provided for therein, from and against all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claim, demand, action, suit or proceeding, whether civil, criminal, administrative or investigative, and whether formal or informal, and including appeals, in which he or she may be involved, or is threatened to be involved, as a party or otherwise, to the fullest extent permitted under Delaware law and our by-laws.
In addition, the Registrant has purchased a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures the Registrant against its obligations to indemnify its officers and directors.
Item 7. Exemption from Registration Claimed.
Not Applicable.
II-2
Item 8. Exhibits.
| Incorporated by Reference | ||||||||||
Exhibit Number | Description | Schedule/ Form | File No. | Exhibit | Filing Date | |||||
| 3.1 | Fourth Amended and Restated Certificate of Incorporation of Verde Clean Fuels Inc, Inc. | 8-K | 001-400743 | 2.1 | February 21, 2023 | |||||
| 3.2 | Amended and Restated Bylaws of Verde Clean Fuels, Inc. | 8-K | 001-400743 | 2.2 | February 21, 2023 | |||||
| 5.1* | Opinion of Kirkland & Ellis LLP | |||||||||
| 23.1* | Consent of Marcum LLP | |||||||||
| 23.2* | Consent of Deloitte & Touche LLP | |||||||||
| 23.3* | Consent of Kirkland & Ellis LLP (included in Exhibit 5.1) | |||||||||
| 24.1* | Power of Attorney (included on signature page) | |||||||||
| 99.1 | 2023 Omnibus Incentive Plan | 8-K | 001-400743 | 10.2 | February 21, 2023 | |||||
| 99.2* | Form of Non-Employee Director RSU Grant Notice and Award Agreement | |||||||||
| 99.3* | Form of Employee Stock Option Award Agreement | |||||||||
| 107* | ||||||||||
| * | Filed herewith. |
II-3
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
| (1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: |
| (i) | to include any prospectus required by Section 10(a)(3) of the Securities Act; |
| (ii) | to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
| (iii) | to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; |
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
| (2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
II-4
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on this 27th day of April, 2023
| VERDE CLEAN FUELS, INC. | ||
| By: | /s/ Ernest Miller | |
| Name: Ernest Miller | ||
| Title: Chief Executive Officer and Interim Chief Executive Officer | ||
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints each of Ernest Miller and Jonathan Siegler as the undersigned’s true and lawful attorney-in-fact and agent, with the powers of substitution and revocation, for the undersigned and in the undersigned’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC, granting unto such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary to be done in order to affect the same as fully, to all intents and purposes, as the undersigned might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agent may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Ernest Miller | Chief Executive Officer and Interim Chief Financial | April 27, 2023 | ||
| Ernest Miller | Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) | |||
| /s/ Dail St. Claire | Director | April 27, 2023 | ||
| Dail St. Claire | ||||
| /s/ Martijn Dekker | Director | April 27, 2023 | ||
| Martijn Dekker | ||||
| /s/ Curtis Hébert, Jr. | Director | April 27, 2023 | ||
| Curtis Hébert, Jr. | ||||
| /s/ Graham van’t Hoff | Director | April 27, 2023 | ||
| Graham van’t Hoff | ||||
| /s/ Ron Hulme | Director | April 27, 2023 | ||
| Ron Hulme | ||||
| /s/ Duncan Palmer | Director | April 27, 2023 | ||
| Duncan Palmer | ||||
| /s/ Jonathan Siegler | Director | April 27, 2023 | ||
| Jonathan Siegler |
II-5
| This ‘S-8’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / Effective on: | 4/27/23 | 4 | ||
| 4/7/23 | 8-K/A | |||
| 3/31/23 | 10-K | |||
| 2/21/23 | 8-K | |||
| 2/15/23 | 25-NSE, 3, 4, 8-K, 8-K/A | |||
| 12/31/22 | 10-K | |||
| 8/12/21 | 8-A12B, 8-K, CERT, EFFECT | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/17/23 Verde Clean Fuels, Inc. 8-K:5,9 4/12/23 13:525K EdgarAgents LLC/FA 4/07/23 Verde Clean Fuels, Inc. 8-K/A:9 2/15/23 14:752K EdgarAgents LLC/FA 3/31/23 Verde Clean Fuels, Inc. 10-K 12/31/22 56:5.7M EdgarAgents LLC/FA 2/21/23 Verde Clean Fuels, Inc. 8-K:1,2,3,4 2/15/23 26:2.3M EdgarAgents LLC/FA 2/14/23 Verde Clean Fuels, Inc. 8-K:1,3,8,9 2/10/23 14:513K EdgarAgents LLC/FA 1/04/23 Verde Clean Fuels, Inc. 8-K:5,8 1/04/23 11:282K EdgarAgents LLC/FA 8/12/21 Verde Clean Fuels, Inc. 8-A12B 1:21K EdgarAgents LLC/FA |