What changed in this filing

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Item 1. Business

2024-07-16 compared with 2023-04-14 · 46 added, 75 removed, 176 unchanged (41% of the section changed)

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used to convert natural gas into Syngas, which when combined with a Fischer-Tropsch (“ FT ”) reactor and catalyst, produces

fuels including gasoline, diesel, jet fuel and methanol.

G-Reformer units can be deployed to process a variety of natural gas streams

including pipeline gas, associated gas, flared gas, vented gas, coal-bed methane and/or biomass gas.

When derived from any of these natural

gas sources, the liquid fuels created are incrementally cleaner than conventionally produced oil-based fuels.

Our Company’s objective

is to become a material direct and licensed producer of renewable GTL synthesized diesel and jet fuels, with a near -term focus on U.S.

fuels including gasoline, diesel, jet fuel, methanol and other high-value chemicals.

We are also actively involved in producing G-Reformers

to produce hydrogen.

G-Reformer units can be deployed to process a variety of natural gas streams including pipeline gas, associated

gas, flared gas, vented gas, coal-bed methane and/or biomass gas.

When derived from any of these natural gas sources, the liquid fuels

created are incrementally cleaner than conventionally produced oil-based fuels.

Our Company’s objective is to become a material

direct and licensed producer of renewable GTL synthesized gasoline, diesel, jet fuel, high-value chemicals, methanol and hydrogen, with

a near-term focus on U.S.

market opportunities.

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and filed as Exhibit 10.5 to this Form 10-K, and incorporated by reference herein (the “ GIE Acquisition Agreement ”).

GIE owns patents and trade secrets for a proprietary technology to convert natural gas into Syngas.

GIE owns patents and trade secrets for proprietary technology to convert natural gas into Syngas.

Based on a new, breakthrough process

called Fractional Thermal Oxidation™ (“ FTO ”), we believe that the G-Reformer, combined with conventional FT

processes, offers an economical and scalable method to converting natural gas to liquid fuel.

On February 15, 2013, GIE filed for its

first patent on this GTL technology, resulting in the issue of U.S.

processes, offers an economical and scalable method to converting natural gas to liquid fuels, high-value chemicals, methanol and hydrogen.

On February 15, 2013, GIE filed for its first patent on this GTL technology, resulting in the issue of U.S.

Patent 8,574,501 B1 on November

On November 4, 2013, GIE

filed for a second patent covering other unique aspects of the design and was issued U.S.

Patent 8,795,597 B2 on August 5, 2014.

Company has several other pending patent applications, both domestic and international, related to various components and processes relating

to our proprietary GTL methods, complementing our existing portfolio of issued patents and pending patent applications.

On November 4, 2013, GIE filed for a second patent covering other unique aspects of the design and was issued U.S.

Patent 8,795,597

B2 on August 5, 2014.

The Company has several other pending patent applications, both domestic and international, related to various

components and processes relating to our proprietary GTL methods, complementing our existing portfolio of issued patents and pending

patent applications.

June 26, 2017, we and the University of Texas at Arlington (“ UTA ”) announced that we had successfully demonstrated

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certain proprietary prior prescribed testing metrics.

July 23, 2019, we announced that Mabert LLC, a Texas limited liability company (“ Mabert ”), 100% owned by Kevin Jones,

acquired INFRA Technology Group’s U.S.

GTL plant and technology located in Wharton, Texas (the “ Wharton Plan t”).

Mabert purchased the entire 5.2-acre site, plant and equipment, including INFRA’s proprietary FT reactor system and operating license

August 29, 2019, to further facilitate the commercialization process, we announced that Greenway entered into a joint venture with OPM

Green Energy, LLC, a Texas limited liability company (“ OPMGE ”), for a 42.857% ownership interest in OPMGE.

for its 42.857% ownership of OPMGE, Greenway agreed to contribute a G-Reformer to the entity.

The other members of OPMGE are Mabert,

which owns 42.857% and Tom Phillips, our former Vice President of Operations for GIE, who owns 14.286%.

Additionally, OPMGE entered a

LEASE AGREEMENT with Mabert whereby OPMGE leased the Wharton Plant from Mabert.

Our involvement in OPMGE was intended to facilitate third-party

certification of our G-Reformer and related equipment and technology.

In addition, we anticipated that OPMGE’s operations would

demonstrate that the G-Reformer is a commercially viable technology for producing Syngas and marketable fuel products.

As the first operating

GTL plant to use our proprietary reforming technology and equipment, the Wharton Plant was initially expected to yield a minimum of 75

- 100 barrels per day of gasoline and diesel fuels from converted natural gas.

never transferred the G-Reformer to OPMGE, as required by the LIMITED LIABILITY COMPANY AGREEMENT OF OPM GREEN ENERGY, LLC.

it defaulted on its obligation under the agreement.

Under the LEASE AGREEMENT between Mabert and OPMGE, OPMGE was required to pay rent

and to pay the following expenses relating to the operation of the Wharton Plant:

removal and lawn maintenance

Repairs or Alterations

lease stated that this transaction was a “Triple Net Lease.”

OPMG did not pay rent or the other expenses outlined above, it represented Events of Default, which allowed Mabert the right to terminate

Based on the Events of Default that occurred, Mabert exercised its right to terminate the lease.

April 28, 2020, the Company was issued a new U.S.

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GTL process fronted by our patented and revolutionary gas reformation unit, the G-Reformer®, makes us the innovator in GTL technology.

Our patents are based on scalability, transportability, flexibility and self-sustainment based on a wide variety of input gasses and

output mixtures.

Our patents are based on scalability, transportability, flexibility and self-sustainment based on a wide variety of input gases and output

Company’s process is made of small sized modularly scalable units which are portable and self-contained unlike other GTL solutions

based on Steam Methane reformation.

While many companies have tried to scale Steam Methane Reformation down for use in smaller, non-refinery-based GTL plants, they have been largely unsuccessful.

As a result, we can build self-sufficient GTL plants at virtually any location

capable of supplying wellhead or pipeline gas of sufficient ongoing volume.

This gives us the ability to eliminate flaring at the source

while keeping remote oil fields in production without flaring.

While many companies have tried to scale Steam Methane Reformation down for use in smaller, non-refinery-based

GTL plants, they have been largely unsuccessful.

As a result, we can build self-sufficient GTL plants at virtually any location capable

of supplying wellhead or pipeline gas of sufficient ongoing volume.

This gives us the ability to eliminate flaring at the source while

keeping remote oil fields in production without flaring.

The conversion of flaring gas to liquid allows trucks to easily move liquid

chemicals, clean diesel fuel, highly clean water and the power grid to move electricity from virtually any location.

initial ROI studies of the market for high purity chemicals we produce can provide incredibly rapid payback of investments.

initial ROI studies of the market for high purity chemicals that we produce can provide incredibly rapid payback of investments.

be noted the vast majority of these chemicals produced are made in China.

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More information can be found under the EPA’s New Source Performance Standards which are published under 40 CFR 60.

industry players include:

Chevron Corporation;

KBR Inc, PetroSA, Qatar Petroleum, Royal Dutch Shell;

and Sasol Limited.

In terms of global

production and consumption, Shell had the largest market share in 2021, with virtually all current production located overseas.

Our technology

is not designed to compete with the large refinery-size GTL plants operated by such large industry operators.

Our plants are designed

to be scaled to meet individual gas field production requirements on a distributed and mobile basis.

According to a report released in

July 2019 by the Global Gas Flaring Reduction Partnership (“GGFRP”), there are currently only 5 small-scale GTL plant technologies

that have been proven and are now available for flared gas monetization available in the U.S., including:

Greyrock (“Flare to Fuels”);

to Research Nester in July 2023, key industry players include:

Shell, Chevron, Exxon, PetroSA, Qatar Petroleum, Sasol, Velocys, ENI S.p.A..

In terms of global production and consumption, Shell had the largest market share in 2023, with virtually all current production located

Our technology is not designed to compete with the large refinery-size GTL plants operated by such large industry operators.

Our plants are designed to be scaled to meet individual gas field production requirements on a distributed and mobile basis.

to a report released in July 2019 by the Global Gas Flaring Reduction Partnership (“GGFRP”), there are currently only 5 small-scale

GTL plant technologies that have been proven and are now available for flared gas monetization available in the U.S., including:

(“Flare to Fuels”);

Advantage Midstream (licensing Greyrock technology);

EFT (“Flare Buster”);

Primus GE and GasTechno (“Methanol in a

We were not a direct part of this study, as we had not received 3rd party certification of our proprietary technology as

of the date of this report.

the GGFRP report mentioned us as follows, “Greenway Technologies announced on July 23, 2018 that Mabert LLC, a major investor in Greenway,

acquired the whole INFRA plant including an operating license agreement.

The purpose of the acquisition is the incorporation and commercial

demonstration of Greenway’s ‘G-Reformer’ technology.

We will see whether the new team will be able to make the plant

with the new reformer operational.

Primus GE and

GasTechno (“Methanol in a Box”).

We were not a direct part of this study, as we had not received 3rd party certification

of our proprietary technology as of the date of this report.

the GGFRP report mentioned us as follows, “Greenway Technologies announced on July 23, 2018 that Mabert LLC, a major investor in

Greenway, acquired the whole INFRA plant including an operating license agreement.

The purpose of the acquisition is the incorporation

and commercial demonstration of Greenway’s ‘G-Reformer’ technology.

We will see whether the new team will be able to

make the plant with the new reformer operational.

(Globe Newswire, Fort Worth, Texas, Aug 31, 2019).”

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including for “fundamental actions,” as such term is defined by the Texas Business Organizations Code (the “ TBOC ”).

To resolve any such potential errors, we called a special meeting of the Shareholders to be held December 11, 2019, in Arlington, Texas.

To resolve any such potential errors, we called a special meeting of the Shareholders to be held December 11, 2019, in Arlington,

December 11, 2019, we held a special meeting of the Shareholders to approve four proposals.

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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