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].

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 ...

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 ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 As filed with the Securities and Exchange Commission on April 20, 2023 Registration No. 333- ____________________ VERDE CLEAN FUELS, INC. (Exact name of registrant as specified in its charter) ____________________ Ernie Miller Chief Executive Officer and Interim Chief Financial Officer c/o Verde Clean Fuels, Inc. 600 Travis Street, Suite 5050 Houston, Texas 77002 (469) 398 ...

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 ...