| Item 1. | |
| (a) | Name of issuer:
VERDE CLEAN FUELS, INC. |
| (b) | Address of issuer's principal executive offices:
711 Louisiana St, Suite 2160 Houston, Texas,77002 |
| Item 2. | |
| (a) | Name of person filing:
THE GOLDMAN SACHS GROUP, INC.| GOLDMAN SACHS & CO. LLC |
| (b) | Address or principal business office or, if none, residence:
The Goldman Sachs Group, Inc. 200 West Street New York, NY 10282| Goldman Sachs & Co. LLC 200 West Street New York, NY 10282 |
| (c) | Citizenship:
THE GOLDMAN SACHS GROUP, INC. - Delaware| GOLDMAN SACHS & CO. LLC - New York |
| (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);
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| (b) |  Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership |
| (a) | Amount beneficially owned:
See the response(s) to Item 9 on the attached cover page(s). |
| (b) | Percent of class:
See the response(s)to Item 11 on the attached cover page(s). |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
See the response(s) to Item 5 on the attached cover page(s).
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| | (ii) Shared power to vote or to direct the vote:
See the response(s) to Item 6 on the attached cover page(s).
|
| | (iii) Sole power to dispose or to direct the disposition of:
See the response(s) to Item 7 on the attached cover page(s).
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| | (iv) Shared power to dispose or to direct the disposition of:
See the response(s) to Item 8 on the attached cover page(s).
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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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.
HIGHBRIDGE CAPITAL MANAGEMENT, LLC |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See Exhibit (99.2) |
| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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