Verde Clean Fuels(VGAS) - 2022 Q2 - Quarterly Report

IPO and Fundraising - The company completed its initial public offering (IPO) on August 17, 2021, raising gross proceeds of $150 million from the sale of 15 million units at $10.00 per unit[142]. - An additional $22.5 million was generated from the full exercise of the underwriters' overallotment option[142]. - The underwriters were granted a 45-day option to purchase an additional 2,250,000 units to cover over-allotments, which was fully exercised on August 19, 2021[169]. - An underwriting discount of 2% on the gross proceeds of the initial public offering and over-allotment was paid, totaling $3,450,000[170]. - The underwriters will receive a deferred underwriting discount of 3.5% of the gross proceeds upon completion of the initial Business Combination[170]. Financial Performance - As of June 30, 2022, the company reported a net loss of $1,179,136 for the six months, with general and administrative expenses totaling $1,394,632[148]. - The company incurred $442,662 in general and administrative expenses for the three months ended June 30, 2022, including $236,978 related to identifying a target business[147]. - The company had $86,284 in its operating bank account and a working capital deficit of $938,699 as of June 30, 2022[150]. - Interest income earned from the Trust Account amounted to $221,148 for the six months ended June 30, 2022[148]. - The company has no long-term debt or capital lease obligations as of June 30, 2022[159]. Business Operations - The company has not commenced any operations and will not generate operating revenues until after completing a business combination[146]. - If a business combination is not completed by November 16, 2022, the company will cease operations and liquidate[155]. - The company has a commitment for working capital loans up to $1.5 million to finance transaction costs related to a business combination[152]. Regulatory Compliance - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to comply with new accounting standards based on the effective date for private companies[171]. - The company has opted out of the extended transition period under the JOBS Act, meaning it will adopt new accounting standards at the same time as public companies[171]. - The company is evaluating the benefits of reduced reporting requirements under the JOBS Act, which may exempt it from certain disclosures for five years post-offering[172]. - Exemptions may include not providing an auditor's attestation report on internal controls and not disclosing executive compensation comparisons[172]. Registration Rights - The registration rights agreement allows holders to make up to three demands for registration of securities, with certain conditions related to lock-up periods[168]. - The registration rights for Founder Shares will be effective after a specified price threshold is met for Class A common stock[168]. - The company will bear the expenses related to the filing of registration statements[168].