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 March 31, 2024 ☐ 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) (Address of principal executive o ...

Investment and Technology Development - Verde Clean Fuels has invested over $110 million in its technology, including a demonstration facility in New Jersey that has operated for over 10,500 hours producing gasoline or methanol[26]. - The company plans to achieve its first commercial production of renewable gasoline as early as 2026, with a focus on constructing a facility in Maricopa, Arizona[29]. - A joint development agreement with Cottonmouth Ventures aims to produce commodity-grade gasoline using natural gas from Diamondback's operations in the Permian Basin, with the facility expected to serve as a template for future projects[31]. - A carbon dioxide management agreement anticipates the construction of a new renewable gasoline production facility in California, targeting production of up to 7 million gallons per year, with operations expected to begin in the second half of 2027[33]. - Verde Clean Fuels has identified opportunities for additional production facilities, including three planned facilities and potential projects in pipeline-constrained areas[32]. - The STG+® process allows for the production of renewable gasoline from syngas, with potential applications for producing lower-carbon diesel and aviation fuel[26][38]. - The company is continuously advancing its technology to improve production efficiency and meet customer energy needs, with plans to develop additional intellectual property[38]. - The company plans to invest approximately $3 million in 2024 for a new FEED study to support its Permian Basin natural gas-to-gasoline facility, which is expected to take about eight months to complete[59]. - The company expects to develop natural gas-to-gasoline facilities in the Permian Basin, creating a higher-value sales channel for natural gas producers[64]. Financial Performance and Projections - The company completed a business combination that raised total proceeds of $37.3 million, including $32 million from PIPE financing and $19 million from the CENAQ trust[41]. - As of the business combination, there were 31,858,620 shares of common stock issued and outstanding, including 9,358,620 shares of Class A common stock[41]. - As of December 31, 2023, the company has an accumulated deficit of $23.9 million and has not generated any revenue to date[105]. - The company had approximately $28.8 million of cash and cash equivalents on hand as of December 31, 2023, which is expected to cover R&D activities and operating cash needs through 2024[107]. - The company has incurred significant operating losses and negative operating cash flow during the fiscal years ended December 31, 2023 and 2022[105]. - The company anticipates that operating losses and negative cash flows may increase due to additional costs related to technology development and strategic relationships[105]. - The company plans to fund approximately 70% of its capital expenditure for commercial production facilities through debt financing, which may include project financing and industrial revenue bonds[109]. - The company anticipates significant expenditures on technology development and operational management, which may exceed revenues for the foreseeable future[163]. Regulatory Environment and Compliance - The EPA issued a final rule on July 12, 2023, establishing biofuel volume requirements for 2023 to 2025, indicating steady growth in biofuels during these years[72]. - The RFS program mandates a certain volume of renewable fuel to replace or reduce petroleum-based fuels, with specific categories assigned D-codes based on GHG reduction thresholds[76]. - The company anticipates that its renewable gasoline will qualify under the cellulosic biofuel category, allowing it to benefit from the RFS program[77]. - Compliance with environmental regulations is costly, and noncompliance can lead to substantial penalties, impacting the company's profitability[70]. - The company expects to face challenges in obtaining necessary permits for facility construction and operation, which could be influenced by stakeholder opposition[71]. - The RFS program's volume requirements are subject to change, which may affect the company's ability to operate profitably[72]. - The EPA has the authority to adjust cellulosic, advanced, and total volumes set by Congress, which could impact the company's compliance strategy[79]. - The company is positioned to benefit from increased federal requirements for cellulosic biofuel volume obligations, enhancing its market opportunities[75]. Market and Competitive Landscape - The U.S. Energy Information Administration predicts gasoline demand in 2035 to be at 92-102% of 2022 levels, indicating sustained demand for gasoline despite the rise of electric vehicles[52]. - The company may face significant competition from established companies in the petroleum-based industry, which have greater resources and financial strength[120]. - The company may face challenges in competing with alternative fuel products and integrating new technologies into its processes[199]. - Concerns regarding the environmental impact of renewable gasoline production could negatively affect public perception and regulatory support[200]. Intellectual Property and Technology Risks - The company has been issued 28 patents globally, including 8 in the U.S., and has 3 pending patent applications, protecting key aspects of its STG+® technology[49]. - Intellectual property rights are crucial for competitive advantage, but the company faces risks of infringement and challenges in enforcement[171]. - The company believes its proprietary manufacturing technology provides a significant competitive advantage, but it may not be able to prevent competitors from replicating this technology, potentially leading to a decrease in revenue[178]. - The company may incur significant costs and expenses due to intellectual property claims from incumbent market participants, which could adversely affect its business and financial condition[175]. Operational and Management Challenges - The company has focused on developing projects with quicker paths to commercial operations, particularly in the Permian Basin[103]. - The company lacks significant commercial operating experience, which may hinder its ability to attract customers and negotiate favorable contracts[161]. - The company may experience delays in obtaining specialized permitting required for the construction and operation of its commercial production facilities, impacting anticipated revenue[113]. - The company has identified material weaknesses in its internal control over financial reporting, which have been remediated[202]. - The loss of key personnel could adversely affect the company's ability to operate and develop its products[212]. Financial and Market Risks - The trading price of the company's securities has been volatile, fluctuating from a high of $18.30 to a low of $1.95 over the last 52 weeks[221]. - Factors affecting the trading price include fluctuations in quarterly financial results, changes in market expectations, and the performance of competitors[222]. - Future sales of Class A Common Stock could dilute existing shareholders and negatively impact share price[209]. - The concentration of ownership by Holdings makes it unlikely for other stockholders to influence management or business direction[216]. - The company may need to raise additional funds through equity or debt securities, which could lead to dilution for existing shareholders[110]. Environmental, Social, and Governance (ESG) Considerations - Growing scrutiny regarding ESG practices may require the company to adapt operations, with failure to comply potentially harming reputation and financial performance[144]. - Transition risks related to climate change may adversely affect the business, including increased operating costs and potential litigation risks[143]. - The company maintains insurance coverage consistent with industry practices, but may face liabilities and losses that exceed coverage limits, adversely affecting financial position[133]. Miscellaneous Risks - Cybersecurity threats and IT system failures pose risks that could disrupt operations and harm financial condition[151]. - Business interruptions from natural disasters or pandemics could negatively impact operations and financial condition[158]. - Supply chain disruptions could materially affect the company's operations and increase costs[166]. - The company may face difficulties in obtaining government grants and incentives, limiting expansion opportunities[167].

Financial Performance - Verde Clean Fuels reported a net increase in cash of $37.3 million, consisting of $32.0 million from PIPE Financing proceeds and $19.0 million from the trust, offset by $10.0 million in transaction expenses and a $3.75 million capital repayment [148]. - As of September 30, 2023, the company reported a net loss of $2.6 million compared to a net income of $4.3 million for the same period in 2022 [168]. - The company reported a net loss of $8,299,479 for the nine months ended September 30, 2023, compared to a net income of $3,600,180 for the same period in 2022 [175]. - Net cash used in operating activities increased by $4.5 million during the nine months ended September 30, 2023, primarily due to additional professional fees related to the business combination [188]. - The company has an accumulated deficit of $23.3 million as of September 30, 2023, and expects operating losses and negative cash flows to increase due to additional costs related to technology development [183]. Expenses - For the three months ended September 30, 2023, general and administrative expenses increased by approximately $1.6 million, or 189%, to $2.5 million compared to $868 thousand for the same period in 2022 [169]. - General and administrative expenses rose by approximately $5.9 million, or 177%, from $3.3 million for the nine months ended September 30, 2022, to $9.2 million for the same period in 2023, driven by higher professional fees and share-based compensation [176]. - R&D expenses increased by approximately $6 thousand, or 8%, from $72 thousand in Q3 2022 to $78 thousand in Q3 2023, primarily due to higher operating costs associated with the demonstration plant in New Jersey [171]. - Interest expense increased due to the company's finance lease liability, reflecting higher costs associated with financing arrangements [180]. Revenue Generation and Future Plans - The company has not generated any revenue to date but expects to generate significant future revenue from the sale of renewable RBOB grade gasoline in markets with low-carbon fuel credit systems [164]. - Verde Clean Fuels plans to commence commercial production of renewable gasoline as early as 2026, with three additional production facilities planned and four potential development opportunities identified [156][157]. - A Carbon Dioxide Management Agreement was announced with Carbon TerraVault JV HoldCo, LLC, targeting the construction of a renewable gasoline production facility expected to produce approximately 7 million gallons per year [160]. - The first commercial production facility using the patented STG+® technology is expected to be operational as early as 2025 [161]. - The company anticipates that its renewable gasoline will qualify for the Federal Renewable Fuel Standard (RFS) and various state carbon programs, potentially providing significant value through carbon credits [151]. Investment and Technology Development - The company has invested over $110 million in its technology, with its demonstration facility having completed over 10,500 hours of operation producing gasoline or methanol [153]. - Research and development expenses for the company are expected to grow as it continues to develop the STG+® technology and market relationships [166]. - The company expects to construct only one of the originally planned four production facilities with the proceeds from the CENAQ transaction, with the remaining capital requirements expected to be met through project financing [185]. Corporate Governance and Compliance - The company has identified material weaknesses in its internal control over financial reporting, which management is in the early stages of remediating [193]. - The Company does not anticipate paying any cash dividends in the foreseeable future, using an expected dividend yield of zero in the option valuation model [203]. - Management believes there is no new accounting guidance that would materially impact the Company's current consolidated financial statements [210]. - The Company is classified as a smaller reporting company and is not required to provide certain market risk information [211]. Share-Based Compensation - The Company accelerated share-based payment expense related to service-based units totaling $2.1 million during the three-month period ended March 31, 2023 [207]. - No service-based or performance-based incentive units were granted during the three- and nine-month periods ended September 30, 2023 [207]. - The Company authorized and approved the 2023 Plan, which includes potential future grants of stock options, RSUs, and other stock-based awards [208]. - All outstanding unvested Series A Incentive Units and Founders Incentive Units became fully vested upon completion of the Business Combination [206]. - Participants in the Series A Incentive Units now receive 10% of distributions after a specified return to Holdings' Series A Incentive Unit holders, revised from 20% [206]. - Forfeitures of service-based and performance-based units are recognized upon occurrence [204]. - The Company expects to be an emerging growth company at least through 2023 following the consummation of the Business Combination [209].

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 June 30, 2023 ☐ 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 | | --- | - ...

As filed with the Securities and Exchange Commission on May 25, 2023 Registration No. 333-271360 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________ VERDE CLEAN FUELS, INC. (Exact name of registrant as specified in its charter) ____________________ (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) Delaware 2860 85-1 ...

Financial Performance - Verde Clean Fuels reported a net increase in cash of $37.3 million, consisting of $32.0 million from PIPE Financing, $19.0 million from the trust, and $91 thousand from the CENAQ operating account, offset by $10.0 million in transaction expenses and a $3.75 million capital repayment to Holdings[140]. - The company has not generated any revenue to date and expects to generate significant future revenue from the sale of renewable RBOB grade gasoline in markets with low-carbon fuel credit systems[152]. - The company has an accumulated deficit of $21.8 million as of March 31, 2023, and expects operating losses and negative cash flows to increase due to additional costs related to technology development[161]. - Net cash used in operating activities increased by $2.1 million to $2.8 million for the three months ended March 31, 2023, compared to the same period in 2022, primarily due to higher general and administrative expenses[166]. - Net cash provided by financing activities increased by approximately $36.0 million during the three months ended March 31, 2023, primarily due to the closing of the business combination[168]. Expenses - General and administrative expenses increased by approximately $3 million or 226%, from $1.3 million for the three months ended March 31, 2022, to $4.33 million for the same period in 2023[157]. - Research and development expenses decreased by approximately $15 thousand or 15%, from $97 thousand for the three months ending March 31, 2022, to $83 thousand for the same period in 2023[159]. - The company accelerated share-based payment expense related to service-based units totaling $2.1 million during the three-month period ending March 31, 2023, in connection with the business combination[183]. Production Facilities - The first commercial production facility in Maricopa, Arizona, is expected to be operational as early as 2025, with an initial production capacity of approximately 7 million gallons per year, increasing to 30 million gallons per year in the second phase expected in 2026[144]. - Verde Clean Fuels has three additional production facilities planned and four additional identified potential production facility development opportunities[148]. - The company expects to construct only one of the originally planned four production facilities with the proceeds from the CENAQ transaction, which will contribute to capital expenditure requirements through 2025[163]. - The company entered into a 25-year land lease in Maricopa, Arizona, for the purpose of building a biofuel processing facility, with the lease commencement date in February 2023[169]. Technology and Innovation - Over $110 million has been invested in the company's technology, including a demonstration facility in New Jersey that has completed over 10,500 hours of operation producing gasoline or methanol[145]. - The company aims to protect and continuously develop its patented STG+ technology to maintain a competitive edge in the renewable fuels market[150]. - The gross and carrying amount of the company's intangible asset, consisting of intellectual property and patented technology, was $1,925,151 as of March 31, 2023[175]. - The company did not record any impairment charges for intangible or long-term assets during the three months ended March 31, 2023[177][178]. Internal Controls and Compliance - The company has identified material weaknesses in internal control over financial reporting, particularly related to the understatement of unit-based compensation expense[171]. - The company expects to be classified as an emerging growth company at least through 2023, following the consummation of the business combination[184].

As filed with the Securities and Exchange Commission on May 8, 2023 Registration No. 333-271360 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________ VERDE CLEAN FUELS, INC. (Exact name of registrant as specified in its charter) ____________________ (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) Delaware 2860 85-18 ...

FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________ VERDE CLEAN FUELS, INC. (Exact name of registrant as specified in its charter) ____________________ (State or other jurisdiction of incorporation or organization) Delaware 2860 85-1863331 (Primary Standard Industrial Classification Code Number) As filed with the Securities and Exchange Commission on April 20, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Ernie Miller Chi ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ 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 | | --- | --- | ...