SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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1. Name and Address of Reporting Person*
Diamondback Energy, Inc.

(Last) (First) (Middle)
500 WEST TEXAS AVENUE, SUITE 100

(Street)
MIDLAND TX 79701

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
02/15/2023
3. Issuer Name and Ticker or Trading Symbol
Verde Clean Fuels, Inc. [ VGAS ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock 2,000,000 I See Footnotes(1)(2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Diamondback Energy, Inc.

(Last) (First) (Middle)
500 WEST TEXAS AVENUE, SUITE 100

(Street)
MIDLAND TX 79701

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Cottonmouth Ventures LLC

(Last) (First) (Middle)
500 WEST TEXAS AVENUE, SUITE 100

(Street)
MIDLAND TX 79701

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Diamondback Energy E&P LLC

(Last) (First) (Middle)
500 WEST TEXAS AVENUE, SUITE 100

(Street)
MIDLAND TX 79701

(City) (State) (Zip)
Explanation of Responses:
1. This Form 3 is being filed by Diamondback Energy, Inc. ("Diamondback"), Diamondback E&P LLC ("Diamondback E&P"), and Cottonmouth Ventures LLC ("Cottonmouth", and collectively with Diamondback and Diamondback E&P, 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.
2. 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.
Remarks:
DIAMONDBACK ENERGY, INC., Name: /s/ Teresa L. Dick, Title: Executive Vice President, Chief Accounting Officer and Assistant Secretary of Diamondback Energy, Inc. 02/28/2023
DIAMONDBACK E&P LLC, By: Diamondback Energy, Inc., its sole member, Name: /s/ Teresa L. Dick, Title: Executive Vice President, Chief Accounting Officer and Assistant Secretary of Diamondback Energy, Inc. 02/28/2023
COTTONMOUTH VENTURES LLC, By: Diamondback E&P LLC, its sole member, Name: /s/ Teresa L. Dick, Title: Executive Vice President, Chief Accounting Officer and Assistant Secretary of Diamondback Energy, Inc. 02/28/2023
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                                                                  Exhibit 99.1


                         Form 3 Joint Filer Information


Name:                                  Diamondback E&P LLC

Address:                               500 West Texas, Suite 100, Midland,
                                       TX 79701


Date of Event Requiring Statement:    02/15/2023



Name:                                 Cottonmouth Ventures LLC

Address:                              500 West Texas, Suite 100, Midland,
                                      TX 79701


Date of Event Requiring Statement:    02/15/2023