What changed in this filing

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Item 1. Business

2026-03-19 compared with 2025-03-19 · 46 added, 44 removed, 100 unchanged (47% of the section changed)

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jurisdictions.

In addition to this patent, the Company has received one additional patent in the United States (U.S.

In addition to this patent, the Company has received two additional patents in the United States (U.S.

11,484,858B2),

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The patented CTS process is a continuous mechanical/chemical

dry process for breaking down cellulosic material for conversion into biofuels.

process for breaking down cellulosic material for conversion into biofuels.

CTS can break down any cellulosic material – including

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that CTS can process compared to just corn as the feedstock.

The CTS feedstocks are nonfood and have much lower costs than corn.

while in corn ethanol only the corn kernels are used, CTS uses the whole plant or its waste products, meaning it could obtain much higher

yields per acre.

2022, the Company partnered with K.R.

Komarek to build its CTS machines going forward.

Komarek is an industry leading manufacturing company

that builds briquetting machines and compaction/granulation systems with throughput capacities up to 50 tons per hour.

2023, the Company completed the build-out of a pilot plant based on a modified Komarek machine and optimized the core process.

is now upscaling, testing and optimizing the pre and post processing elements at this pilot scale plant to finalize design and operational

parameters to provide operating cost estimates of a full-scale commercial volume system.

Due to its mechanical nature and modularity,

we anticipate that one plant would have multiple modular CTS systems.

This process is partially funded by the $1.15 million SBIR Phase

2 Department of Energy grant, which followed up from the SBIR Phase 1 DOE grant that helped fund the finalizing of the proof of concept.

The CTS feedstocks are non-food and have much lower costs than corn.

addition, while in corn ethanol only the corn kernels are used, CTS uses the whole plant or its waste products, meaning it could obtain

much higher yields per acre.

As a rough comparison our feedstock “king grass” can yield up to 3,500 gallons per acre per

year whereas corn only yields around 600 gallons per acre per year.

2023, the Company completed the build-out of a pilot plant and optimized the core process.

In 2025, the Company has now finalized the upscaling,

testing and optimizing of the pre and post processing elements at this pilot scale plant to finalize design and operational parameters

to provide operating cost estimates of a full-scale commercial volume system.

Due to its mechanical nature and modularity, we anticipate

that one plant would have multiple modular CTS systems.

This process was partially funded by the $1.15 million SBIR Phase 2 Department

of Energy grant, which followed up from the SBIR Phase 1 DOE grant that helped finalize the proof of concept.

This project has been finalized

and reported back to the DOE and has been deemed successful.

The Blue Biofuels process is ready and suitable to build a first production

addition, the Company has licensed the Vertimass Process which is a patented one step process that converts ethanol into sustainable

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VertiBlue Fuels plans to initially convert sugarcane

ethanol, and then, when the Company’s CTS technology is fully commercialized, to build commercial CTS and ethanol facilities on

the front-end to produce cellulosic SAF and generate the large D7 RIN and other government credits.

Commencing commercial production

will require project financing.

ethanol, and then, as soon as the Company’s first CTS technology factory is finalized, switch to cellulosic ethanol.

to build commercial CTS and ethanol facilities on the front-end of ethanol-to-SAF facilities to produce cellulosic SAF and generate the

large D7 RIN and other government credits.

Commencing commercial production will require project financing.

new biofuels plant that is built would require various government permits.

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D3 is the code for renewable ethanol that comes from cellulosic materials.

EPA’s final D3 RIN volume mandates for cellulosic biofuel include 840 million gallons for 2023, 1.09 billion gallons for 2024,

and 1.38 billion gallons for 2025 (the D3 mandate).

This mandate has increased every year and is statutorily mandated to increase in

the future and become a larger portion of the full renewable fuels mandate, if and when cellulosic biofuels can be produced profitably

in larger and larger quantities.

The RFS mandate for 2024 called for 21.54 billion gallons of total renewable fuel, whereas for 2025

it’s 22.33 billion gallons with 7.33 billion gallons from advanced biofuels, including cellulosic biofuels, leaving 15 billion

gallons for conventional biofuels (corn ethanol).

The “blend wall” (or upper limit to the amount of ethanol that can be blended

gasoline and automobile performance and comply with the Clean Air Act) of limiting ethanol content in gasoline to 10%, limits

the total amount of ethanol consumed in the United States.

Recent proposals have make 15% blending available year around in some states.

The value of the D3 RIN fluctuates, but as of this filing, it is approximately $2.48 per gallon of ethanol.

For comparison, the D6 RIN

for corn ethanol is $0.72.

To profit from these incentives, the Company plans to apply for these RIN credits as it brings its first plant

into commercial operation.

EPA’s final D3 RIN volume mandates for cellulosic biofuel included 840 million gallons for 2023, 1.09 billion gallons for 2024,

and 1.19 billion gallons for 2025 (the D3 mandate), and the proposed rule for 2026 and 2027 are 1.30 billion gallons and 1.36 billion

gallons, respectively.

This mandate has increased every year and is statutorily mandated to increase in the future and become a larger

portion of the full renewable fuels mandate, if and when cellulosic biofuels can be produced profitably in larger and larger quantities.

The RFS mandate for 2024 called for 21.54 billion gallons of total renewable fuel, whereas for 2025 it’s 22.33 billion gallons

with 7.33 billion gallons from advanced biofuels, including cellulosic biofuels, leaving 15 billion gallons for conventional biofuels

(corn ethanol).

The “blend wall” (or upper limit to the amount of ethanol that can be blended into U.S.

gasoline and automobile

performance and comply with the Clean Air Act) of limiting ethanol content in gasoline to 10%, limits the total amount of ethanol consumed

in the United States.

The present administration has approved 15% blending available year around.

The value of the D3 RIN fluctuates,

but as of this filing, it is approximately $2.44 per gallon of ethanol.

For comparison, the D6 RIN for corn ethanol is $1.40.

from these incentives, the Company plans to apply for these RIN credits as it brings its first plant into commercial operation.

45Z of the Inflation Reduction Act passed on August 16, 2022, offers a Clean Fuel Production Credit (CFPC) per gallon of transportation

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California is currently offering around $71 per metric ton of CO2 reduction.

When it is closer to commercial production, the Company plans to analyze the cost effectiveness of applying for these LCFS credits to

When it is closer to commercial production, the Company plans to analyse the cost effectiveness of applying for these LCFS credits to

determine in which state it could earn the most credits.

commercial scale, management expects to be able to earn substantial renewable fuel credits and produce sustainable ethanol, sustainable

aviation fuel, biogasoline, and other sustainable biofuels more profitably than they could be from existing commercial corn ethanol producers.

aviation fuel, bio-gasoline, and other sustainable biofuels more profitably than they could be from existing commercial corn ethanol

Cellulosic ethanol comes with a much more valuable D3 RIN credit as compared to the D6 RIN allocated to corn ethanol;

cellulosic SAF

comes with a very valuable D7 RIN, and cellulosic bio-gasoline comes with a valuable D3 RIN.

The Company also expects to receive Clean

Fuel Production Credits related to section 45Z of the Inflation Reduction Act, and the Company also plans to pursue Low Carbon Fuel Standard

SAF comes with a very valuable D7 RIN, and cellulosic bio-gasoline comes with a valuable D3 RIN.

The Company also expects to receive

Clean Fuel Production Credits related to section 45Z of the Inflation Reduction Act, and the Company also plans to pursue Low Carbon

Fuel Standard Credits.

its first plant is profitable, the Company intends to grow with additional plants in the United States and explore international growth

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Each share of Company Common Stock is entitled to one (1) vote per share.

Company currently employs six full-time employees, one part-time employee and seven consultants.

Company currently employs six full-time employees, one part-time employee and four consultants.

The Company plans to hire additional

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business