Technology Development - Verde Clean Fuels has developed the STG+® technology, which converts syngas from various feedstocks into fully finished liquid fuels without additional refining [30]. - The STG+® technology has been validated through a demonstration plant that has completed over 10,000 hours of operation [30]. - The STG+® process is designed to produce RBOB gasoline that is free of sulfur and benzene, making it a drop-in substitute for petroleum-derived gasoline [32]. - The company holds patents related to the STG+® technology, with validity extending through 2031 and 2033 for different aspects [46]. - The company is exploring opportunities to deploy the STG+® technology through modular units designed to reduce construction complexity and improve schedule predictability [39]. Strategic Initiatives - The company aims for a 50% reduction in costs in 2026 compared to 2025 as part of its aggressive cost savings initiatives [28]. - Verde Clean Fuels is shifting its strategy to capitalize on capital-lite opportunities, including licensing technology and providing engineering services [47]. - The company has appointed George Burdette as CEO and engaged Roth Capital Partners as a financial advisor to evaluate strategic alternatives [29]. - The company has shifted its strategy to focus on licensing its STG+® technology and providing engineering services, moving away from capital-intensive commercial production plants [112]. Financial Performance - Total proceeds raised from the Business Combination amounted to $51,122,970, including $32,000,000 from PIPE Financing and $19,031,516 from the CENAQ trust [57]. - As of the completion of the Business Combination, there were 31,858,620 shares of Common Stock issued and outstanding, comprising 9,358,620 shares of Class A Common Stock and 22,500,000 shares of Class C Common Stock [57]. - The Company has not generated any revenue to date and does not expect to do so until it can commercialize its STG+® technology, which has been under development since 2007 [121]. - The Company has incurred significant operating losses and negative cash flows, which are expected to continue until the technology is commercialized [123]. - The company is exploring financing options, including debt financing and equity issuance, but there is no assurance that favorable terms will be available when needed [128]. Market and Regulatory Environment - The regulatory environment for renewable fuels is subject to change, which may impact the company's operations and profitability [81]. - The RFS program mandates a minimum volume of renewable fuel in transportation fuel sold in the U.S., with the EPA establishing biofuel volume requirements for 2023 to 2025 [75]. - The Inflation Reduction Act of 2022 provides tax credits for clean hydrogen production, sustainable aviation fuel, and carbon capture, which could benefit the company's renewable gasoline products [80]. - The company believes its renewable gasoline will qualify for a D3 RIN under the RFS program, potentially providing significant value [85]. - The EPA has approved various fuel pathways under the RFS program, and the company’s renewable gasoline may qualify for Pathway M, allowing it to be used as a drop-in replacement for petroleum-based fuels [91]. Operational Challenges - The company faces significant risks related to regulatory changes affecting renewable fuels, technological advancements, and competition from other fuel producers [114]. - The company is subject to risks related to obtaining necessary permits and approvals for commercial production plants, which could impede growth [112]. - The complexity of customer procurement processes may result in lengthy timelines for revenue recognition from new commercial production plants [137]. - The company may face challenges in securing financing for commercial production plants, which could affect supply agreements and financial performance [167]. - The company is vulnerable to supply chain disruptions, which could increase costs and affect operations [179]. Competition and Market Dynamics - The company faces substantial competition from both the petroleum-based industry and emerging renewable fuels, which may hinder growth [146]. - Competitors may have greater resources and financial strength, making it challenging for the company to develop proprietary products and technologies [147]. - The company has limited experience in marketing and selling renewable gasoline, which may hinder its ability to compete effectively in the market [138]. - Future revenue will heavily depend on the ability to license STG+® technology and secure long-term supply agreements for renewable gasoline [171]. Environmental and Compliance Risks - Compliance with environmental, health, and safety laws may result in increased costs and operational restrictions [188]. - Changes in regulations could lead to additional expenditures and delays in operations [189]. - The company may face challenges in obtaining necessary permits for future operations, impacting growth and financial performance [190]. - Transition risks related to climate change could have material adverse effects on the company, potentially increasing operating costs and reducing access to financial markets [192]. Leadership and Workforce - The company has not experienced any work stoppages and maintains a good relationship with its employees [102]. - As of March 27, 2026, the workforce consisted of 9 employees and 3 contractors, down from 12 employees and 4 contractors as of December 31, 2025 [102]. - The appointment of George Burdette as CEO on March 20, 2026, follows the departure of Ernie Miller, who will remain as a senior advisor [217]. Future Outlook - The company expects carbon credits to be a significant source of future revenue, but market development may not occur as anticipated [186]. - The renewable and low-carbon fuels industry is rapidly evolving, and failure to keep pace with technological advancements may result in a competitive disadvantage [180]. - The company may not be able to obtain government grants or incentives, limiting opportunities for business expansion [200].

Exhibit 99.1 Verde Clean Fuels, Inc. Reports Q4 and FY 2025 Results HOUSTON – March 27, 2026 - Verde Clean Fuels, Inc. ("Verde" or the "Company") (NASDAQ: VGAS) announced today financial results for the fourth quarter and full year 2025. "We remain focused on our revised strategy to deploy our technology while remaining extremely disciplined with our resources. Related to our revised strategy, we are also continuing to evaluate strategic alternatives that may be available to us, including a potential sale o ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____ to _____ Commission File Number: 001-40743 Verde Clean Fuels, Inc. (Exact name of registrant as specified in its charter) | Delaware | 85-1863331 | | - ...

Financial Performance - For Q3 2025, Verde Clean Fuels, Inc. reported a net loss of $2.3 million, with a diluted net loss per share of $0.06[4] - The total operating loss for the nine months ended September 30, 2025, was $9.3 million, compared to $8.8 million for the same period in 2024, reflecting an increase of approximately 5.7%[10] - The company recorded general and administrative expenses of $2.8 million for Q3 2025, slightly up from $2.7 million in Q3 2024[10] - Research and development expenses for the nine months ended September 30, 2025, totaled $457,000, compared to $350,000 for the same period in 2024, indicating a 30.6% increase[10] - The accumulated deficit as of September 30, 2025, was $30.9 million, up from $27.3 million at the end of 2024[12] Cash and Assets - As of September 30, 2025, the company had cash and cash equivalents of $59.4 million and no debt, representing a significant increase from $19.0 million at the end of 2024[5] - Total assets as of September 30, 2025, were $67.2 million, a substantial increase from $23.6 million at the end of 2024[12] Project Development - Construction in progress for the Permian Basin project amounted to $3.3 million, which includes $9.3 million of capitalized development costs[5] - Verde is advancing front-end engineering and design for a proposed natural gas-to-gasoline plant in the Permian Basin, in collaboration with Cottonmouth, a subsidiary of Diamondback[3] Strategic Goals - The company aims to deploy its proprietary liquid fuels processing technology to convert associated natural gas into gasoline, targeting lower carbon intensity compared to conventional gasoline[6]

Revenue Generation - As of June 30, 2025, the company has not generated any revenue from its principal business activities and is still developing its first commercial production facility[146]. - The company expects to generate significant future revenue from the proposed Permian Basin Project, which aims to produce gasoline from natural gas[162]. - The company has not derived revenue from its principal business activities as of June 30, 2025, and does not expect to generate meaningful revenue until the commercialization of its first production plant[178]. Financial Performance - The total operating loss for the three months ended June 30, 2025, was $3,239,562, compared to $3,161,794 in 2024[168]. - The net loss for the three months ended June 30, 2025, was $2,545,999, a decrease from $2,831,720 in 2024[168]. - The company incurred a net loss of $5,249,584 for the six months ended June 30, 2025, compared to a net loss of $5,360,803 for the same period in 2024[173]. Expenses - General and administrative expenses for the three months ended June 30, 2025, were $3,094,320, an increase of 4% or $105,546 compared to the same period in 2024[168][169]. - Research and development expenses for the same period were $145,242, a decrease from $173,020 in 2024[168]. - General and administrative expenses increased by $313,692, or 5%, for the six months ended June 30, 2025, compared to the same period in 2024[174]. - Research and development expenses increased by $69,693, or 27%, for the six months ended June 30, 2025, compared to the same period in 2024[176]. - Research and development expenses decreased by $27,778, or 16%, for the three months ended June 30, 2025, compared to the same period in 2024[171]. Cash Flow - Net cash used in operating activities increased by approximately $0.9 million during the six months ended June 30, 2025, compared to the same period in 2024[184]. - Net cash provided by financing activities was $49.4 million for the six months ended June 30, 2025, compared to $0 for the same period in 2024[186]. - As of June 30, 2025, the company had cash and cash equivalents of $62.1 million, expected to fund cash requirements for the next 12 months[180]. Project Development - As of June 30, 2025, the company has capitalized FEED costs related to the Permian Basin Project amounting to $6,414,100, net of amounts reimbursable by Cottonmouth of $4,168,400[159]. - The company entered into a joint development agreement with Cottonmouth for the Permian Basin Project, which includes conditions for final investment decision (FID)[156]. - The company anticipates that commercial operations for the Permian Basin Project could be achieved within 18-24 months from the commencement of engineering, procurement, and construction work[158]. Other Income - Other income increased by $349,155, or 110%, for the three months ended June 30, 2025, primarily due to higher interest and dividend income[172]. - Other income increased by $533,270, or 81%, for the six months ended June 30, 2025, primarily due to higher interest and dividend income[177]. Tax Considerations - The company has a 49.49% economic interest in OpCo, which is treated as a partnership for U.S. federal income tax purposes, affecting its tax obligations[166].

Financial Performance - For Q2 2025, Verde Clean Fuels, Inc. reported a net loss of $2.5 million, with a diluted net loss per share of $0.07[4] - For the first half of 2025, the company recorded a net loss of $5.2 million, with a diluted loss per share of $0.15[4] - General and administrative expenses for Q2 2025 were $3.1 million, compared to $3.0 million in Q2 2024[10] - Research and development expenses for the first half of 2025 were $328,548, up from $258,855 in the same period of 2024[10] Cash and Assets - As of June 30, 2025, Verde had cash and cash equivalents of $62.1 million and no debt[5] - Total assets as of June 30, 2025, were $68.7 million, compared to $23.6 million as of December 31, 2024[12] Project Development - The company capitalized $2.2 million in front-end engineering and design costs for the proposed Permian Basin project[5] - The company is advancing plans for a natural gas-to-gasoline plant in the Permian Basin, in collaboration with Cottonmouth[3] - Verde's STG+® process aims to convert syngas into finished liquid fuels, targeting lower carbon intensity compared to conventional gasoline[6] - The company continues to evaluate additional opportunities for deploying its technology while managing resources effectively[3]

Part I Financial Information [Financial Statements](index=4&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) The company, currently in the development stage with no revenue, reported a net loss of **$2.7 million** for the three months ended March 31, 2025, with total assets significantly increasing to **$71.3 million** from **$23.6 million** due to a **$50 million** cash injection, reflecting ongoing development costs for the Permian Basin Project and preparations for commercial operations [Note 1 – The Company](index=8&type=section&id=NOTE%201%20%E2%80%93%20THE%20COMPANY) Verde Clean Fuels is a development-stage company focused on deploying its proprietary syngas-to-gasoline (STG+®) technology, organized under an Up-C structure following a February 2023 business combination, with primary stockholders being Bluescape Clean Fuels Holdings, LLC and Cottonmouth Ventures, LLC - The company's core business is deploying its proprietary STG+® process to convert syngas from diverse feedstocks, particularly associated natural gas, into finished gasoline[23](index=23&type=chunk) - The company was formed through a business combination with CENAQ Energy Corp., a SPAC, on February 15, 2023, and is organized under an umbrella partnership C corporation (Up-C) structure[25](index=25&type=chunk)[26](index=26&type=chunk)[27](index=27&type=chunk) [Note 2 – Summary of Significant Accounting Policies](index=8&type=section&id=NOTE%202%20%E2%80%93%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) The development-stage company, without revenue, capitalizes probable project development costs, treats STG+® technology as an indefinite-lived intangible asset, accounts for its Up-C structure, and has opted out of the extended transition period for new accounting standards - The company is a development-stage entity and has not yet commenced principal operations or generated revenue, with its ability to proceed subject to risks like obtaining permits, financing, and managing commodity price risk[29](index=29&type=chunk)[30](index=30&type=chunk) - Project development and construction costs are capitalized as 'construction in progress' once the project is determined to be probable, which began with the Permian Basin Project upon entry into the JDA with Cottonmouth[53](index=53&type=chunk) - The company's intellectual property and patented STG+® technology are considered indefinite-lived intangible assets and are not amortized but tested for impairment[55](index=55&type=chunk) - As an emerging growth company, Verde has elected to opt out of the extended transition period for new accounting standards, adopting them on the same timeline as other public companies[66](index=66&type=chunk) [Note 3 – Relationship with Cottonmouth and Permian Basin Project](index=16&type=section&id=NOTE%203%20%E2%80%93%20RELATIONSHIP%20WITH%20COTTONMOUTH%20AND%20PERMIAN%20BASIN%20PROJECT) The company is advancing the Permian Basin Project with Cottonmouth, which made a **$50 million** investment in January 2025, and under a Joint Development Agreement, Cottonmouth reimburses **65%** of approved development costs, including the ongoing FEED study - In January 2025, Cottonmouth completed a **$50 million** PIPE Investment, purchasing **12,500,000** shares of Class A common stock at **$4.00** per share[88](index=88&type=chunk) - A Joint Development Agreement (JDA) was established in February 2024 for the Permian Basin Project, which outlines the path to a final investment decision (FID)[86](index=86&type=chunk) - Under the JDA, Cottonmouth reimburses **65%** of the approved development costs, which includes the FEED study being conducted by Chemex Global, LLC[87](index=87&type=chunk) [Note 4 – Property, Plant, and Equipment](index=17&type=section&id=NOTE%204%20%E2%80%93%20PROPERTY%2C%20PLANT%2C%20AND%20EQUIPMENT) Net property, plant, and equipment increased to **$1.59 million** as of March 31, 2025, from **$1.10 million** at year-end 2024, primarily due to capitalized FEED study costs for the Permian Basin Project recorded under 'Construction in progress' Property, Plant, and Equipment, Net | Category | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Construction in progress | $1,518,039 | $1,028,900 | | **Property, plant and equipment, net** | **$1,592,001** | **$1,096,270** | - As of March 31, 2025, construction in progress assets consist of **$4,301,267** in capitalized FEED costs, net of **$2,783,228** reimbursable by Cottonmouth[91](index=91&type=chunk) [Note 8 – Stockholders’ Equity](index=20&type=section&id=NOTE%208%20%E2%80%93%20STOCKHOLDERS%E2%80%99%20EQUITY) Stockholders' equity includes earn-out shares contingent on stock price targets, with share-based compensation expense of **$416,550** for the quarter, and **3.2 million** stock options outstanding as of March 31, 2025, while no expense was recorded for unfulfilled incentive unit performance conditions - Earn-out shares for Holdings (**3.5 million** Class C shares) and the Sponsor (**3.2 million** Class A shares) are subject to vesting upon achieving VWAP targets of **$15.00** and **$18.00**[106](index=106&type=chunk)[107](index=107&type=chunk) - Share-based compensation expense was **$416,550** for the three months ended March 31, 2025, compared to **$248,701** for the same period in 2024[111](index=111&type=chunk) - As of March 31, 2025, there were **3,224,193** stock options outstanding with a weighted average exercise price of **$7.91**[114](index=114&type=chunk) [Note 10 – Loss Per Share](index=23&type=section&id=NOTE%2010%20%E2%80%93%20LOSS%20PER%20SHARE) The company reported a basic and diluted loss per share of **$0.08** for the three months ended March 31, 2025, with **21.8 million** potentially dilutive securities excluded due to their anti-dilutive effect, and Class A stockholders' ownership increasing to **49.49%** due to the Cottonmouth stock issuance Loss Per Share Calculation | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | Net loss attributable to Verde Clean Fuels, Inc. | $(1,246,711) | $(772,371) | | Basic weighted-average shares outstanding | 14,808,300 | 6,173,716 | | **Basic and Diluted loss per share** | **$(0.08)** | **$(0.13)** | - A total of **21.8 million** potentially dilutive instruments (warrants, options, etc.) were excluded from the diluted EPS calculation as their effect was anti-dilutive[127](index=127&type=chunk)[129](index=129&type=chunk) - The ownership interest of Class A common stockholders increased from **29.80%** at year-end 2024 to **49.49%** as of March 31, 2025, following the stock issuance to Cottonmouth[128](index=128&type=chunk) Consolidated Balance Sheet Highlights (Unaudited) | Account | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $65,280,360 | $19,044,067 | | Total current assets | $67,172,582 | $20,174,410 | | Property, plant and equipment, net | $1,592,001 | $1,096,270 | | Total assets | $71,289,198 | $23,572,306 | | **Liabilities & Equity** | | | | Total current liabilities | $3,456,938 | $2,810,585 | | Total liabilities | $3,546,295 | $2,888,830 | | Total stockholders' equity | $67,742,903 | $20,683,476 | Consolidated Statement of Operations Highlights (Unaudited) | Account | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | General and administrative expenses | $2,997,522 | $2,789,376 | | Research and development expenses | $183,306 | $85,835 | | Total operating loss | $3,180,828 | $2,875,211 | | Net loss | $(2,703,585) | $(2,529,083) | | Net loss attributable to Verde Clean Fuels, Inc. | $(1,246,711) | $(772,371) | | Loss per share of Class A common stock | $(0.08) | $(0.13) | Consolidated Statement of Cash Flows Highlights (Unaudited) | Activity | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | $(3,701,761) | $(2,829,250) | | Net cash used in investing activities | $(11,946) | $(8,323) | | Net cash provided by financing activities | $49,950,000 | $0 | | Net change in cash, cash equivalents and restricted cash | $46,236,293 | $(2,837,573) | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=26&type=section&id=ITEM%202.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Management discusses the company's development-stage status and STG+® technology, highlighting a **$50 million** PIPE investment, the ongoing Permian Basin Project FEED study, a Q1 2025 net loss of **$2.7 million** due to higher operating expenses, and sufficient cash of **$65.3 million** for 2025 operations, though additional capital is needed for the first commercial plant [Recent Developments](index=28&type=section&id=Recent%20Developments) In January 2025, the company completed a **$50 million** private placement with Cottonmouth, issuing **12.5 million** Class A common shares, and concurrently amended its charter to expand the Board of Directors and grant Cottonmouth director designation rights - On January 29, 2025, the company closed a **$50 million** PIPE Investment with Cottonmouth, a subsidiary of Diamondback Energy[147](index=147&type=chunk) - The company's charter was amended to increase the board size from seven to eight and grant Cottonmouth director designation and board observer rights[149](index=149&type=chunk) [Results of Operations](index=30&type=section&id=Results%20of%20Operations) For the three months ended March 31, 2025, the total operating loss increased to **$3.2 million** from **$2.9 million** in the prior-year period, primarily due to higher General & Administrative and Research & Development expenses from additional headcount, while other income rose due to increased interest on cash balances Comparison of Operations (Three Months Ended March 31) | Account | 2025 | 2024 | | :--- | :--- | :--- | | General and administrative expenses | $2,997,522 | $2,789,376 | | Research and development expenses | $183,306 | $85,835 | | **Total operating loss** | **$3,180,828** | **$2,875,211** | | Other (income) | $(530,243) | $(346,128) | | **Net loss** | **$2,703,585** | **$2,529,083** | - General and administrative expenses increased by approximately **$0.2 million (8%)** due to additional headcount[165](index=165&type=chunk) - Research and development expenses increased by approximately **$0.1 million (114%)** due to additional headcount and higher software costs[167](index=167&type=chunk) [Liquidity and Capital Resources](index=31&type=section&id=Liquidity%20and%20Capital%20Resources) As of March 31, 2025, the company had **$65.3 million** in cash and cash equivalents, expected to fund operations through fiscal year 2025, though additional capital will be required to complete the first commercial production plant, significantly boosted by **$49.95 million** in net proceeds from the January 2025 PIPE investment - The company had cash and cash equivalents of **$65.3 million** as of March 31, 2025[171](index=171&type=chunk) - Current cash is expected to fund requirements through the **2025 fiscal year**, but additional capital will be required to complete the first commercial production plant[172](index=172&type=chunk) - Net cash provided by financing activities was **$49.95 million** for the quarter, resulting from the PIPE Investment[177](index=177&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=32&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) As a smaller reporting company, the company is not required to provide quantitative and qualitative disclosures about market risk - As a smaller reporting company defined by Rule 12b-2 of the Exchange Act, the company is not required to provide quantitative and qualitative disclosures about market risk[183](index=183&type=chunk) [Controls and Procedures](index=33&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) Management concluded the company's disclosure controls and procedures were effective as of March 31, 2025, with no material changes to internal control over financial reporting during the quarter - Management concluded that as of March 31, 2025, the company's disclosure controls and procedures are effective[184](index=184&type=chunk) - No changes in internal control over financial reporting occurred during the quarter that have materially affected, or are reasonably likely to materially affect, internal controls[185](index=185&type=chunk) Part II Other Information [Legal Proceedings](index=34&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) As of March 31, 2025, the company is not a party to any material pending legal proceedings - The company is not currently a party to any material pending legal proceedings[188](index=188&type=chunk) [Risk Factors](index=34&type=section&id=ITEM%201A.%20RISK%20FACTORS) No material changes have occurred to the risk factors previously disclosed in the company's Annual Report on Form 10-K for the year ended December 31, 2024 - No material changes have been made to the risk factors disclosed in the Annual Report on Form 10-K for the period ended December 31, 2024[189](index=189&type=chunk)

Business Development and Technology - Verde Clean Fuels is focused on developing commercial production plants using its proprietary STG+® technology to convert syngas into finished liquid fuels [19]. - Verde Clean Fuels acquired the STG+ technology in 2020, which involved an investment of over $110 million in its development and demonstration [24]. - A $20 million equity investment from Diamondback Energy will support the development of facilities in the Permian Basin for gasoline production from natural gas [31]. - In February 2024, Verde and Cottonmouth entered into a joint development agreement for a facility to produce gasoline using natural gas from Diamondback's operations [33]. - Verde aims to expand its operations internationally, particularly in the European Union and the United Kingdom, leveraging its STG+® technology [37]. - The company has established strategic partnerships, including a contract with Chemex Global for engineering services related to the Permian Basin Project [39]. - Verde's technology provides an alternative use for stranded natural gas, potentially reducing carbon emissions while creating a marketable product [27]. - The STG+ process could also be adapted to produce other fuels, including methanol and renewable diesel, beyond gasoline [29]. - The company plans to use renewable feedstocks, such as biomass and natural gas, and will contract with various suppliers to ensure a stable supply of inputs for production [59]. - The company is exploring opportunities to expand its STG+® technology for generating carbon credits from converting waste and bio-feedstocks into finished fuel [63]. Financial Performance and Projections - The company has not yet generated revenue from its principal business activities as of December 31, 2024 [22]. - Total proceeds from the Business Combination amounted to $51,122,970, with net proceeds of $37,329,178 after accounting for transaction expenses of $10,043,793 and a capital repayment of $3,750,000 [43]. - The company has a Tax Receivable Agreement requiring it to pay TRA Holders 85% of net cash savings from tax benefits realized post-Business Combination, capped at $50,000,000 [48]. - The company anticipates requiring additional capital to complete its first commercial production plant, with no assurance of obtaining financing on acceptable terms [109]. - Significant operating losses and negative cash flows are expected to continue due to ongoing funding of general and administrative expenses and development activities [108]. - The company’s financial condition may be adversely impacted if it fails to qualify for federal and state low-carbon fuel credits, which are expected to be a significant source of future revenue [169]. Market Opportunities and Risks - The U.S. gasoline demand is projected to be at 92-102% of 2022 levels by 2035, despite the growth of electric vehicles, indicating a sustained market opportunity for renewable gasoline [52]. - Utilizing the STG+® process, the company could produce over 25 billion gallons of renewable gasoline annually from waste resources, meeting approximately 19% of the EIA's estimated 2022 gasoline demand [54]. - An internal combustion engine vehicle using renewable gasoline produced with the STG+® process could account for over 200% less CO2 emissions over its lifecycle compared to traditional gasoline [56]. - The company expects to benefit from the Renewable Fuel Standard (RFS) program, which mandates specific volumes of renewable fuel, with steady growth projected for 2023, 2024, and 2025 [65]. - The company anticipates that its renewable gasoline will qualify for a D3 renewable identification number (RIN) under the RFS program, potentially providing significant value [74]. - The company faces risks related to competition from other fuel producers with greater resources and established market presence [130]. - The complexity and length of the customer acquisition process may delay revenue recognition from new commercial production plants [123]. - The company is exposed to risks from regulatory changes affecting renewable fuels, which could significantly impact financial performance [104]. Regulatory and Environmental Considerations - The company is subject to stringent environmental regulations, which can impact operational costs and require compliance with various permits [66]. - The Inflation Reduction Act of 2022 may provide new opportunities for production tax credits and carbon sequestration credits, potentially affecting the company's operations [72]. - The EPA aims to boost long-term goals to 36 billion gallons of renewable fuel by 2022, with yearly volume requirements established at least 14 months prior to the required year [80]. - Obligated Parties under the RFS program must demonstrate compliance with renewable volume obligations (RVO) by blending renewable fuels or obtaining credits (RINs) [81]. - Environmental, health, and safety laws may impose increased compliance costs and operational restrictions, potentially affecting financial results [170]. - The company may incur liabilities for environmental contamination, which could lead to substantial costs and adversely impact operations [175]. - The company relies on third parties for compliance with environmental laws, and any failures could result in significant liabilities [177]. Competition and Market Position - The company faces significant competition from established companies with greater resources, which may hinder its ability to compete effectively [134]. - The company has limited experience in marketing and selling gasoline, which may hinder its ability to compete effectively in the renewable fuel market [124]. - The company’s commercial production plants may not achieve expected production volumes or costs, impacting profitability [153]. - The company’s success in establishing long-term supply agreements is crucial for revenue growth, but it may struggle to negotiate favorable terms [155]. Management and Operational Challenges - The management team has limited experience in operating a public company, which may lead to higher legal and consulting costs compared to competitors [200]. - The loss of senior management or technical personnel could materially adversely affect the company's business and financial condition [201]. - The company may face challenges in attracting and retaining key personnel, which could delay development and commercialization efforts [198][199]. - The company’s growth projects may not perform as expected, potentially consuming significant management focus and resources [136]. Market and Economic Factors - The trading price of the company's securities has been volatile, influenced by factors beyond its control, including the PIPE Investment pricing at $4.00 per share [216]. - General economic and political conditions, such as inflation and international conflicts, may impact the company's overall performance [218]. - Changes in tax laws, including potential increases in corporate tax rates from 21% to 28%, could adversely affect financial results [194]. - A new 1% federal excise tax on stock repurchases may reduce the value of Class A Common Stock [196].

Financial Performance - For Q4 2024, Verde Clean Fuels, Inc. reported a net loss of $2.7 million, with a diluted net loss per share of $(0.14)[4] - For the full year 2024, the company recorded a net loss of $10.5 million, with a diluted net loss per share of $(0.53)[4] - General and administrative expenses for Q4 2024 were $2.73 million, compared to $2.28 million in Q4 2023[13] - Research and development expenses for the full year 2024 were $451,072, up from $329,194 in 2023[13] Cash and Assets - As of December 31, 2024, Verde had cash and cash equivalents of $19.0 million and no debt[5] - Total assets as of December 31, 2024, were $23.57 million, down from $31.93 million in 2023[15] - Total stockholders' equity decreased to $20.68 million as of December 31, 2024, from $28.83 million in 2023[15] Investments and Agreements - Verde signed a joint development agreement with Cottonmouth for a natural gas-to-gasoline plant in the Permian Basin[3] - Cottonmouth made a $50 million equity investment in Verde, purchasing 12.5 million shares at $4.00 per share, totaling $70 million in investments over two years[6] Project Costs - The company capitalized $1.0 million in FEED costs related to the proposed Permian Basin project[5]

Business Operations - Verde Clean Fuels has not generated revenue from its principal business activities as of September 30, 2024[143]. - The company is developing its first commercial production facility, which is expected to produce approximately 3,000 barrels per day of fully-refined gasoline using its STG+® process[147]. - A joint development agreement with Cottonmouth Ventures LLC aims to utilize Verde's technology for producing gasoline from economically disadvantaged natural gas feedstocks in the Permian Basin[146]. - The company is focused on developing commercial production plants to deliver scalable and cost-effective gasoline from diverse feedstocks, including natural gas and biomass[139]. - The STG+® process is designed to convert syngas into fully finished liquid fuels without additional refining, differentiating it from other gas-to-liquids technologies[139]. - Diamondback Energy, through Cottonmouth, made a $20 million equity investment in Verde concurrent with the business combination, supporting the development of facilities in the Permian Basin[146]. - Chemex Global, LLC has been selected as the contractor for the pre-FEED phase of the project, with completion expected by mid-2025[148]. - A non-binding carbon dioxide management agreement was established to construct a renewable gasoline production facility capable of producing up to 7 million gallons per year[149]. - The anticipated completion of the first commercial production facility using patented STG+® technology could occur as early as 2027[151]. Financial Performance - General and administrative expenses for Q3 2024 increased by approximately $0.2 million, or 7%, compared to Q3 2023, primarily due to higher salaries and benefits[162]. - Research and development expenses for the nine months ended September 30, 2024 increased by approximately $0.1 million, or 42%, compared to the same period in 2023[170]. - As of September 30, 2024, the company had cash and cash equivalents of $21.7 million, expected to fund operations for at least the next 12 months[176]. - Net cash used in operating activities decreased by $0.1 million during the nine months ended September 30, 2024, compared to the same period in 2023[178]. - The company incurred a total operating loss of $8,821,798 for the nine months ended September 30, 2024, compared to $8,182,485 for the same period in 2023[167]. - The company plans to invest approximately $3 million for FEED costs in support of the Permian Basin natural gas-to-gasoline facility[175]. - Net cash provided by financing activities was zero for the nine months ended September 30, 2024, compared to $37.5 million for the same period in 2023[180]. Risks and Management - The company faces risks related to competition, regulatory changes, and the ability to secure financing for future projects[145]. - The company’s unaudited consolidated financial statements are based on significant accounting policies and estimates that may affect reported amounts of assets and liabilities[182]. - Management is not currently aware of any reasonably likely events that would result in materially different financial results[182]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[185]. Corporate Changes - The business combination completed in February 2023 involved a contribution of 22,500,000 shares of Class C common stock and resulted in the renaming of CENAQ Energy Corp. to Verde Clean Fuels, Inc.[133].