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                                May 3, 2023

       Ernest Miller
       Chief Executive Officer
       Verde Clean Fuels, Inc.
       600 Travis Street, Suite 5050
       Houston, Texas 77002

                                                        Re: Verde Clean Fuels,
Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed April 20,
2023
                                                            File No. 333-271360

       Dear Ernest Miller:

              We have limited our review of your registration statement to
those issues we have
       addressed in our comments. In some of our comments, we may ask you to
provide us with
       information so we may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Registration Statement on Form S-1 filed April 20, 2023

       Cover Page, page 0

   1.                                                   We note your disclosure
of the purchase price for certain securities being registered for
                                                        resale. For each of the
shares being registered for resale, disclose the price that the selling
                                                        securityholders paid
for such shares.
 Ernest Miller
FirstName  LastNameErnest Miller
Verde Clean  Fuels, Inc.
Comapany
May  3, 2023NameVerde Clean Fuels, Inc.
May 3,
Page 2 2023 Page 2
FirstName LastName
Prospectus Summary, page 8

2.       We note you disclose that cash proceeds associated with the exercises
of the warrants are
         dependent on the stock price and the likelihood that warrant holders
will not exercise their
         warrants if the warrants are out of the money. Provide similar
disclosure in the risk factors
         and MD&A. As applicable, describe the impact on your liquidity and
update the
         discussion on the ability of your company to fund your operations on a
prospective basis
         with your current cash on hand.
3.       Revise your prospectus to disclose the price that each selling
securityholder paid for the
         securities being registered for resale. Highlight any differences in
the current trading
         price, the prices that the Sponsor, PIPE investors and other selling
securityholders
         acquired their shares, and the price that the public securityholders
acquired their shares.
         Disclose that while the selling securityholders may experience a
positive rate of return
         based on the current trading price, the public securityholders may not
experience a similar
         rate of return on the securities they purchased due to differences in
the purchase prices and
         the current trading price. Please also disclose the potential profit
the selling
         securityholders will earn based on the current trading price. Lastly,
please include
         appropriate risk factor disclosure.
Risk Factors
Risks Related to Ownership of Our Securities and Other General Matters
Future sales and issuances of our Class A Common Stock could result in
additional dilution...,
page 36

4.       We note your disclosure highlighting the negative pressure potential
sales of shares
         pursuant to this registration statement could have on the public
trading price of the Class
         A Common Stock. We note your illustration of this risk by disclosing
the current
         percentage of shares being registered for resale out of the total
number of shares
         outstanding. Also disclose the purchase price of the securities being
registered for resale
         and state that even though the current trading price is at or below
the SPAC IPO price, the
         private investors may have an incentive to sell because they will
still profit on sales
         because of the lower price that they purchased their shares than the
public investors.
 Ernest Miller
FirstName  LastNameErnest Miller
Verde Clean  Fuels, Inc.
Comapany
May  3, 2023NameVerde Clean Fuels, Inc.
May 3,
Page 3 2023 Page 3
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Overview, page 57

5.       In light of the significant number of redemptions and the unlikelihood
that the company
         will receive significant proceeds from exercises of the warrants
because of the disparity
         between the exercise price of the warrants and the current trading
price of the Class A
         Common Stock, expand your discussion of capital resources to address
any changes in the
         company   s liquidity position since the business combination. We also
note your
         discussions with financing sources. If the company is likely to have
to seek additional
         capital, discuss the effect of this offering on the company   s
ability to raise additional
         capital.
6.       Please expand your discussion here to reflect the fact that this
offering involves the
         potential sale of a substantial portion of shares for resale and
discuss how such sales could
         impact the market price of the company   s common stock. Your
discussion should
         highlight the fact that to Bluescape Clean Fuels Holdings, LLC,
"Holdings," a beneficial
         owner of 73.14% of your outstanding shares, will be able to sell all
of its shares for so
         long as the registration statement of which this prospectus forms a
part is available for
         use.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Nicholas O'Leary at 202-551-4451 or Margaret Schwartz at
202-551-7153
with any other questions.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of
Industrial Applications and
                                                               Services
cc:      Anne Peetz, Esq.