Business Operations - Verde Clean Fuels has not generated revenue from its principal business activities as of September 30, 2024[147]. - The company is focused on converting syngas derived from natural gas or biomass into fully finished liquid fuels, including renewable gasoline[142]. - Verde Clean Fuels is evaluating opportunities to deploy its technology in various markets with stranded or flared natural gas[145]. - The company expects to generate significant future revenue from the sale of renewable gasoline primarily in low-carbon fuel credit markets[160]. - The company is still in the process of developing its first commercial production facility[147]. Technology and Development - The company has invested over $110 million in its STG+® technology, which has completed over 10,500 hours of operation producing gasoline or methanol[143]. - A joint development agreement with Cottonmouth Ventures LLC aims to produce approximately 3,000 barrels per day of fully-refined gasoline using Verde's patented STG+® process[152]. - Chemex Global, LLC has been selected as the contractor for the pre-FEED phase, with completion expected by mid-2025[153]. - The company has begun incurring development costs related to the JDA, planning to invest approximately $3 million for FEED costs[178]. Financial Performance - The company incurred a total operating loss of $8,821,798 for the nine months ended September 30, 2024, compared to $8,182,485 in the same period in 2023[172]. - Research and development expenses increased by approximately 42% to $350,158 for the nine months ended September 30, 2024, compared to $246,788 in the same period in 2023[175]. - General and administrative expenses decreased by approximately $0.8 million, or 8%, for the nine months ended September 30, 2024, compared to the same period in 2023[173]. - 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[179]. - The 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[181]. Risks and Challenges - Verde Clean Fuels faces risks related to competition, regulatory changes, and the ability to secure financing for future projects[149]. - There was no provision for income taxes for the three months ended September 30, 2024, due to a full valuation allowance[172]. - The preparation of unaudited consolidated financial statements requires management to make estimates and assumptions that could affect reported amounts[185]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[187]. Corporate Changes - The business combination completed in February 2023 resulted in the renaming of CENAQ Energy Corp. to Verde Clean Fuels, Inc.[136]. - Diamondback Energy, through Cottonmouth, made a $20 million equity investment in Verde to develop facilities in the Permian Basin[150].

Investment and Development - The Company has invested over $110 million in its technology, including a demonstration facility in New Jersey that has completed over 10,500 hours of operation producing gasoline or methanol [135]. - The Company is focused on developing its first commercial production facility, with potential production of renewable gasoline as early as 2026 [139]. - Diamondback Energy, Inc. made a $20 million equity investment in the Company and entered into an equity participation right agreement for joint development of facilities in the Permian Basin [140]. - A joint development agreement was established with Cottonmouth Ventures LLC for a facility to produce commodity-grade gasoline using natural gas feedstock from Diamondback's operations [141]. - The Company plans to grow its business by building and operating a portfolio of commercial production facilities, with identified opportunities in pipeline-constrained areas [142]. - The proprietary STG+® process converts syngas into reformulated blend-stock for oxygenate blending (RBOB) gasoline, focusing on renewable feedstocks [132]. - The company announced a non-binding carbon dioxide management agreement to construct a renewable gasoline production facility, expected to produce up to 7 million gallons per year, with operations starting in the second half of 2027 [143]. - The company plans to invest approximately $3 million for FEED costs in 2024 for a natural gas-to-gasoline facility in the Permian Basin [163]. Financial Performance - The Company has not derived revenue from its principal business activities as of March 31, 2024, and is still in the development stage [136]. - The company has not generated any revenue to date and expects significant future revenue from the sale of renewable gasoline in markets with low-carbon fuel credit systems [147]. - General and administrative expenses decreased by approximately $1.5 million, or 35%, from $4.3 million in Q1 2023 to $2.8 million in Q1 2024, primarily due to a decrease in share-based payment expenses [154]. - Research and development expenses for Q1 2024 were $85,835, consistent with $82,662 in Q1 2023, indicating stable investment in technology development [156]. - As of March 31, 2024, the company had cash and cash equivalents of $25.9 million and an accumulated deficit of $24.7 million [162]. - The company received approximately $37.3 million in net cash from the Business Combination, which will fund ongoing operations and R&D activities [164]. - Net cash used in operating activities for Q1 2024 was $2,829,250, a slight decrease from $2,846,040 in Q1 2023 [168]. - The company expects to construct only one of the originally planned four production facilities with the proceeds from the Business Combination [165]. - The provision for income taxes was $0 for both Q1 2024 and Q1 2023 due to a full valuation allowance [159]. Risks and Challenges - The Company is subject to risks including competition, changes in low-carbon fuel credit systems, and the ability to secure necessary governmental approvals [123]. - The Company aims to produce renewable gasoline that qualifies under federal and state renewable fuel standards, potentially providing significant value [135].

Financial Performance - For Q1 2024, Verde Clean Fuels reported a GAAP diluted net loss per share of $(0.13), compared to $(0.09) in Q1 2023[2][5] - The total operating loss for Q1 2024 was $2,875,211, a slight decrease from $3,049,302 in Q1 2023[5] - General and administrative expenses for Q1 2024 were $2,789,376, down from $4,265,640 in the same period last year[5] - As of March 31, 2024, Verde's total assets were $30,055,087, a decrease from $31,925,639 at the end of 2023[7] - Cash and cash equivalents as of March 31, 2024, were $25,941,604, down from $28,779,177 at the end of 2023[7] - The accumulated deficit increased to $(24,695,101) as of March 31, 2024, from $(23,922,730) at the end of 2023[7] Project Development - The company is in the process of selecting FEED/EPC services for the Cottonmouth Ventures project in the Permian Basin[3] - Verde is part of a DOE-funded consortium with a total funding of $500,000 to study the production of zero-emission methanol[3] Strategic Initiatives - Verde is engaging in preliminary discussions for long-term offtake arrangements for D3 RINs, LCFS Credits, and gasoline[3] - The company expects methanol to play a vital role in decarbonizing the maritime and chemical industries[3]

Investment and Technology Development - Verde Clean Fuels has invested over $110 million in its STG+® technology and demonstration facility, which has operated for over 10,500 hours producing gasoline or methanol [28]. - 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 [64]. - The company has invested over $110 million in developing and patenting its technology and conducted over 10,500 hours of testing at its demonstration facility [64]. - The company plans to develop future commercial production facilities near biomass and natural gas sources to ensure a stable supply of feedstocks [65]. - The company is focused on developing additional intellectual property for lower-carbon diesel and aviation fuel, alongside its renewable gasoline production [41]. Production and Commercialization Plans - The company plans to achieve its first commercial production of renewable gasoline as early as 2026, with a focus on projects that have quicker paths to commercialization [31]. - The anticipated renewable gasoline production facility in Kern County, California, could produce up to 7 million gallons per year, with operations expected to begin in the second half of 2027 [35]. - Verde Clean Fuels has identified opportunities for additional production facilities, including three planned facilities and potential projects in pipeline-constrained areas [34]. - The company expects to produce 1.5 RINs per gallon of gasoline, which can be sold alongside each gallon of renewable gasoline as a separate commodity [70]. - The company anticipates that its renewable gasoline will utilize existing fossil fuel gasoline distribution and retailing infrastructure, making it a drop-in solution [59]. Financial Performance and Projections - As of December 31, 2023, the company has an accumulated deficit of $23.9 million and has not generated any revenue to date [112]. - 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 [114]. - The company has incurred significant operating losses and negative operating cash flow during the fiscal years ended December 31, 2023, and 2022 [112]. - The business combination raised total proceeds of $37,329,178, which included $32 million from PIPE financing and $19 million from the CENAQ trust [46]. - The company expects significant expenditures on technology development and operational management, with expenses likely to exceed revenues for the foreseeable future [170]. 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 GHG reduction thresholds [81]. - The company anticipates that its renewable gasoline will qualify under the cellulosic biofuel category, allowing it to benefit from the RFS program [82]. - Compliance with environmental regulations, including the Clean Water Act and the Clean Air Act, is expected to incur significant costs for the company [75]. - The company is evaluating the potential impacts of the Inflation Reduction Act on its business, including opportunities for accessing production tax credits [78]. Risks and Challenges - The company is subject to various risks, including regulatory changes, technological risks, and competition from other fuel producers [107]. - The company may face challenges in obtaining necessary permits for facility operations, which could be impacted by stakeholder opposition [76]. - The company may face significant competition from established companies in the petroleum-based industry, which have greater resources and financial strength [127]. - The company may experience delays in obtaining specialized permitting required for the construction and operation of its facilities, impacting anticipated revenue [120]. - The company faces challenges related to achieving market acceptance of its renewable fuel and recruiting qualified employees in a competitive industry [111]. Intellectual Property and Competitive Advantage - 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 [54]. - 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 [187]. - Intellectual property protection is crucial for competitive advantage, but the company faces risks related to enforcement and potential infringement [180]. - 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 [184]. - Non-compliance with patent protection requirements could result in the abandonment or lapse of patents, harming the company's ability to protect its technology and compete effectively [191]. Management and Governance - The management team has limited experience in operating a public company, which may affect compliance with regulatory obligations [215]. - Holdings owns the majority of the voting stock and can appoint the majority of the Board members [225]. - The concentration of ownership by Holdings limits the influence of other Class A Common Stock holders on company management [225]. - Potential conflicts of interest may arise between Holdings and other stockholders regarding acquisitions and corporate opportunities [225]. - The loss of key personnel could materially adversely affect the company's ability to operate and develop products [221].

Financial Performance - For the full year 2023, Verde Clean Fuels reported a GAAP diluted net loss per share of $(0.45), with a total net loss of $(10,501,276) compared to a net income of $2,719,294 in 2022[2][5]. - General and administrative expenses increased significantly to $11,515,192 in 2023 from $4,514,994 in 2022, contributing to the total operating loss of $10,545,386[5]. - The company's accumulated deficit reached $(23,922,730) by the end of 2023, compared to $(11,672,536) in 2022[7]. Assets and Liabilities - As of December 31, 2023, Verde's total assets amounted to $31,925,639, a significant increase from $6,356,043 in 2022, primarily due to cash and cash equivalents of $28,779,177[7]. - Verde's total current liabilities decreased to $2,458,535 in 2023 from $3,868,478 in 2022, indicating improved financial management[7]. - The company has a total stockholders' equity of $28,825,330 as of December 31, 2023, up from $1,103,365 in 2022[7]. Project Development - Verde's joint development agreement with Cottonmouth Ventures aims to produce approximately 3,000 barrels per day of gasoline, potentially mitigating the flaring of up to 34 million cubic feet of natural gas per day in the Permian Basin[3]. - The company is in the process of selecting FEED and EPC partners for the Cottonmouth Ventures project, with expectations to finalize selections soon[3]. - Verde is engaged in preliminary discussions for long-term offtake arrangements for D3 RINs, LCFS Credits, and gasoline, which would help manage price risk and support project financing[3]. Technology and Growth - Verde's proprietary STG+ technology is designed to convert syngas into fully finished fuels, positioning the company for growth in the renewable energy sector[8].

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 [150]. - 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, reflecting significant changes in operating expenses [170]. - The company incurred 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 [177]. - The company has an accumulated deficit of $23.3 million as of September 30, 2023, with negative operating cash flow during the nine months ended September 30, 2023, and 2022 [185]. - 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 of $2.6 million related to the business combination [190]. 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, primarily due to higher professional fees, insurance costs, and share-based payment expenses [171]. - 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 [178]. - Research and development expenses for the three months ended September 30, 2023, were $78,314, slightly up from $72,548 in the same period in 2022, indicating ongoing investment in technology development [170]. - 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 [173]. Future Plans and Growth - 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 [166]. - Verde Clean Fuels plans to construct a new renewable gasoline production facility in Kern County, California, expected to produce approximately 7 million gallons per year, with project FID targeted for mid-2025 and operations expected to begin in the second half of 2027 [162]. - The first commercial production facility using the STG+® technology could be operational as early as 2025, which is critical for the company's success [163]. - The company has three additional production facilities planned and four additional identified potential production facility development opportunities, indicating a strong pipeline for future growth [159]. - The company expects to use the proceeds from the Business Combination to fund ongoing operations and R&D activities, with sufficient funds available to cover cash needs through 2024 [186]. Capital and Financing - The company raised approximately $37.3 million in net proceeds from the Business Combination, which closed on February 15, 2023 [186]. - The company anticipates that 70% of its total project capital requirements will be met through project financing, industrial revenue bonds, or pollution control bonds [187]. Internal Controls and Compliance - The company has identified material weaknesses in its internal control over financial reporting, which have not been fully remediated [195]. - Management believes there is no new accounting guidance issued but not yet effective that would have a material impact on the Company's current consolidated financial statements [212]. 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 [209]. - No service-based or performance-based incentive units were granted during the three- and nine-month periods ended September 30, 2023 [209]. - The Company authorized and approved the 2023 Plan, which includes potential future grants of stock appreciation rights, restricted stock, performance awards, and other stock-based awards [210]. - Amendments to existing unit-based awards resulted in all outstanding unvested Series A Incentive Units and Founders Incentive Units becoming fully vested upon completion of the Business Combination [208]. - The priority of distributions under the Series A Incentive Units and Founders Incentive Units was revised to 10% after a specified return to Holdings' Series A Incentive Unit holders [208]. - 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 [205]. - Compensation costs associated with certain arrangements were allocated by Holdings to Intermediate, with the ultimate contractual obligation resting with Holdings [207]. - Performance-based unit compensation cost is measured at the grant date based on the fair value of the equity instruments awarded and is expensed over the requisite service period [206]. - The Company expects to be an emerging growth company at least through 2023 following the consummation of the Business Combination [211].

Financial Performance - As of June 30, 2023, the company reported a net loss of $2.55 million for the three months ended June 30, 2023, compared to a net income of $677,708 for the same period in 2022 [176]. - The net loss for the six months ended June 30, 2023, was $5.67 million, compared to a net loss of $747,568 for the same period in 2022 [182]. - Net cash used in operating activities increased by $3.2 million during the six months ended June 30, 2023, primarily due to a higher net loss of $4.9 million compared to 2022 [194]. - The company incurred an accumulated deficit of $22.5 million as of June 30, 2023, with negative operating cash flow during the six months ended June 30, 2023, and 2022 [189]. Revenue Generation - 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 [172]. - The company has not generated any revenue to date and does not expect to do so until the commercialization of its first production facility [189]. Expenses - General and administrative expenses increased by approximately $1.3 million, or 115%, from $1.1 million in Q2 2022 to $2.4 million in Q2 2023, primarily due to higher professional fees and insurance costs [177]. - General and administrative expenses increased by approximately $4.2 million, or 172%, from $2.5 million for the six months ended June 30, 2022, to $6.7 million for the same period in 2023 [183]. - Research and development expenses rose by approximately $13 thousand, or 18%, from $73 thousand in Q2 2022 to $86 thousand in Q2 2023, driven by higher consulting fees and contractor billings [179]. - Interest expense for the six months ended June 30, 2023, was $169,268, attributed to the company's finance lease liability [182]. Cash Flow and Financing - Verde Clean Fuels reported a net increase in cash of $37.3 million following the business combination, consisting of $32.0 million in PIPE financing proceeds and $19.0 million from the trust [156]. - The company raised approximately $37.3 million in net cash from the Business Combination on February 15, 2023, after transaction expenses and capital contributions [190]. - The company expects to use the proceeds from the Business Combination to fund ongoing operations and R&D activities, with sufficient funds available to cover these needs through 2024 [190]. Production Facilities - The first commercial production facility in Maricopa, Arizona is expected to be operational as early as 2025, with an initial capacity of approximately 7 million gallons per year of renewable gasoline [160]. - A second phase of the Maricopa facility is anticipated to produce approximately 30 million gallons per year of renewable gasoline by 2026 [160]. - The company has entered into a Carbon Dioxide Management Agreement to construct a new renewable gasoline production facility in Kern County, California, expected to produce approximately 7 million gallons per year [167]. - The project in California is targeted for a final investment decision by mid-2025, with operations expected to begin in the second half of 2027 [168]. Internal Controls and Compliance - The company has identified material weaknesses in its internal control over financial reporting, which have not been fully remediated [199]. - Management believes there is no new accounting guidance issued that would have a material impact on the Company's current financial statements [217]. - The Company is classified as a smaller reporting company and is not required to provide certain market risk disclosures [218]. Share-Based Compensation - The Company accelerated share-based payment expense related to service-based units totaling $2.1 million for the three-month period ended March 31, 2023 [214]. - No service-based or performance-based incentive units were granted during the three-month or six-month period ended June 30, 2023 [214]. - The Company authorized the 2023 Omnibus Incentive Plan, which includes potential future grants of stock appreciation rights, restricted stock, performance awards, and other stock-based awards [215]. Company Classification - Following the Business Combination, the Company expects to be an emerging growth company at least through 2023 [216].

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 ...

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 [147]. - 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 [160]. - The company has an accumulated deficit of $21.8 million as of March 31, 2023, and management expects operating losses and negative cash flows to increase due to additional costs related to technology development [170]. - 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 [175]. - The company reported a net cash increase of approximately $34.4 million in cash and restricted cash for the three months ended March 31, 2023 [174]. 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, primarily due to increased share-based compensation and professional fees [166]. - 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 [168]. - 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 [193]. Production and Development - 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 [151]. - The proprietary STG+® process is designed to convert syngas into renewable gasoline, with potential applications for producing other products such as methanol and sustainable diesel [150]. - The company has three additional production facilities planned and four additional identified potential production facility development opportunities, indicating a strong pipeline for future growth [156]. - The company expects to construct only one of the originally planned four production facilities with the proceeds from the CENAQ transaction, which will cover capital expenditure requirements through 2025 [172]. Financing and Cash Flow - The company received approximately $37.3 million in net cash from the business combination and PIPE financing, after transaction expenses and capital contributions [171]. - The redemption rate for public stockholders who exercised redemption rights was approximately 89.3%, resulting in a payment of approximately $158.8 million [171]. - The company anticipates that 70% of total project capital requirements will be met through project financing or other debt financing options [172]. Internal Controls and Reporting - The company has identified material weaknesses in internal control over financial reporting, particularly related to the understatement of unit-based compensation expense [180]. - The company did not record any impairment charges for intangible or long-term assets during the three months ended March 31, 2023 [187][188]. - The company has not engaged in any off-balance sheet arrangements as of March 31, 2023 [179].