Verde Clean Fuels(VGAS) - 2022 Q3 - Quarterly Report

Financial Performance - As of September 30, 2022, the company reported a net loss of $2,387,015 for the three months ended, with general and administrative expenses totaling $3,013,729, including $2,501,501 related to identifying a target business [172]. - For the nine months ended September 30, 2022, the company incurred a net loss of $3,566,151, with general and administrative expenses of $4,408,361, including $3,410,564 for identifying a target business [173]. - The company earned interest income of $757,106 for the three months ended September 30, 2022, from the proceeds held in the Trust Account [172]. - The company has incurred $4,212 in interest expense on a promissory note from a related party for the nine months ended September 30, 2022 [173]. - As of September 30, 2022, the Company had no long-term debt or lease obligations [184]. IPO and Financing - 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, with an additional $22.5 million from the full exercise of the underwriter's over-allotment option [152]. - The underwriters received an underwriting discount of 2% of the gross proceeds from the Public Offering and over-allotment, totaling $3,450,000 [183]. - The company plans to raise an additional $80 million through a private placement (PIPE Financing) by selling 8 million shares of Class A common stock at $10.00 per share [161]. - The Sponsor deposited $1,725,000 into the Trust Account, representing 1% of the gross proceeds of the IPO, to extend the business combination deadline to February 16, 2023 [177]. Business Operations and Future Plans - The company has not commenced any operations and will not generate operating revenues until after completing a business combination [171]. - A business combination agreement was entered into on August 12, 2022, with Verde Clean Fuels OpCo, LLC, and Bluescape Clean Fuels Holdings, LLC, which will result in the company changing its name to Verde Clean Fuels, Inc. [156][157]. - The company will enter into a Tax Receivable Agreement, providing for payments to TRA Holders of 85% of net cash savings in U.S. federal, state, and local income tax after the business combination [164]. - The Company has committed to provide Working Capital Loans up to $1,500,000 to finance transaction costs related to a Business Combination [177]. - If the Company cannot complete a Business Combination by February 16, 2023, it will cease operations except for liquidation purposes [180]. Financial Position and Risks - The company had a working capital deficit of $3,600,490 as of September 30, 2022, with only $8,242 in its operating bank account [175]. - The Company may need additional financing to complete its Business Combination or to redeem public shares, which could involve issuing more securities or incurring debt [178]. - The Company has no current off-balance sheet arrangements or significant contractual obligations beyond the mentioned commitments [193]. - The Company has no adjustments in its financial statements for the possibility of ceasing operations as a going concern [179]. - The Company has identified critical accounting estimates that could materially differ from actual results, particularly in stock valuations [185]. - The Company has opted out of the extended transition period under the JOBS Act, meaning it will adopt new accounting standards when public companies do [196].