What changed in this filing

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Item 9A. Controls and Procedures

2023-03-31 compared with 2022-03-30 · 1042 added, 892 removed, 66 unchanged (97% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our

Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our

disclosure controls and procedures as of December 31, 2021.

Based upon their evaluation, our Chief Executive Officer and Chief Financial

Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were

not effective, due solely to the material weakness in our internal control over financial reporting related to the Company's accounting

for complex financial instruments, specifically common stock subject to redemption and over-allotment option.

As a result, we performed

additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with GAAP.

Accordingly, management

believes that the financial statements included in this Annual Report present fairly in all material respects our financial position,

results of operations and cash flows for the period presented.

Limitations on Effectiveness

of Controls and Procedures and Internal Control over Financial Reporting

designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management recognizes

that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired

control objectives.

In addition, the design of disclosure controls and procedures and internal control over financial reporting must

reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of

possible controls and procedures relative to their costs.

Management’s Report on Internal Controls

Disclosure controls and procedures are controls and other procedures

that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded,

processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures

include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed

or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Interim Chief

Financial Officer, to allow timely decisions regarding required disclosure.

As required by Rules 13a-15 and 15d-15 under the

Exchange Act, our Chief Executive Officer and Interim Chief Financial Officer carried out an evaluation of the effectiveness of the design

and operation of our disclosure controls and procedures as of December 31, 2022.

Based upon their evaluation, our Chief Executive Officer

and Interim Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)

under the Exchange Act) were not effective as of the end of the period covered by this Annual Report on Form 10-K due to the material

weaknesses in our internal control over financial reporting related to the Company’s accounting for complex financial instruments,

specifically common stock subject to redemption and the improper recording of accrued liabilities.

As a result, we performed additional

analysis as deemed necessary to ensure that our consolidated financial statements were prepared in accordance with U.S.

generally accepted

accounting principles.

Accordingly, management believes that the consolidated financial statements included in this Form 10-K present

fairly in all material respects our financial position, results of operations and cash flows for the period presented.

Disclosure controls

and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed,

summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated

and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar

functions, as appropriate to allow timely decisions regarding required disclosure.

Management identified material weaknesses in internal

control related to the Company’s accounting for complex financial instruments and improper recording of accrued liabilities.

of September 30, 2021, management identified a material weakness in internal control relating to the classification of common stock subject

to redemption and additionally as of March 31, 2022 a material weakness relating to the improper recording of accrued liabilities.

we have processes to identify and appropriately apply applicable accounting requirements, we plan to enhance our system of evaluating

and implementing the accounting standards that apply to our consolidated financial statements, including through enhanced analyses by

our personnel and third-party professionals with whom we consult regarding complex accounting applications.

The elements of our remediation

plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.

Management’s Report on Internal Controls Over Financial Reporting

As required by SEC rules and regulations implementing

Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over financial

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial

reporting and the preparation of our consolidated financial statements for external reporting purposes in accordance with GAAP.

control over financial reporting includes those policies and procedures that:

(1) pertain to the maintenance of records that, in reasonable

detail, accurately and fairly reflect the transactions and dispositions of the assets of our company,

(2) provide reasonable assurance that transactions are recorded

as necessary to permit preparation of consolidated financial statements in accordance with GAAP, and that our receipts and expenditures

are being made only in accordance with authorizations of our management and directors, and

(3) provide reasonable assurance regarding prevention or timely

detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial

Because of its inherent limitations, internal

control over financial reporting may not prevent or detect errors or misstatements in our financial statements.

Also, projections of any

evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,

or that the degree or compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal

control over financial reporting at December 31, 2022.

In making these assessments, management used the criteria set forth by the

Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013).

Based on our assessments and those criteria, management determined that its internal controls over financial reporting as of December

31, 2022 were not effective with respect to accounting for complex transactions and improper recording of accrued liabilities.

Management has implemented remediation steps to

improve our internal control over financial reporting.

Specifically, we expanded and improved our review process for complex securities

and related accounting standards.

We plan to further improve this process by enhancing access to accounting literature, identification

of third-party professionals with whom to consult regarding complex accounting applications and consideration of additional staff with

the requisite experience and training to supplement existing accounting professionals.

This Annual Report on Form 10-K does not include

an attestation report of our independent registered public accounting firm due to our status as an emerging growth company under the JOBS

Changes in Internal Control over Financial Reporting

Other than changes that have resulted from the

material weakness remediation activities noted above, there has been no change in our internal control over financial reporting, during

the most recently completed fiscal quarter, that has materially affected, or is reasonably likely to materially affect, our internal control

over financial reporting.

This Report does not include a report of management’s assessment

regarding internal control over financial reporting or an attestation report of our registered public accounting firm due to a transition

period established by the rules of the SEC for new public companies.

Changes in Internal Control over Financial

Management identified a material weakness in internal control related

to the Company's accounting for complex financial instruments.

During the quarter ended September 30, 2021, management identified a material

weakness in internal control relating to the classification of common stock subject to redemption.

During the quarter ended December 31, 2021, management identified

a material weakness in internal control relating to the over-allotment option.

While we have processes to identify and appropriately apply

applicable accounting requirements, we plan to enhance our system of evaluating and implementing the accounting standards that apply to

our financial statements, including through enhanced analyses by our personnel and third-party professionals with whom we consult regarding

complex accounting applications.

The elements of our remediation plan can only be accomplished over time, and we can offer no assurance

that these initiatives will ultimately have the intended effects.

Other Information.

5 unchanged sentences

Officers and Directors

Our officers and directors

are as follows:

The following table and

accompanying descriptions sets forth the names, ages and background of each of our executive officers and directors.

Ernest Miller

Chief Executive Officer and Interim Chief Financial Officer

Chief Technology Officer

Chairman of the Board

Russell Porter

Chief Executive Officer and Director

President, Chief Financial Officer and Director

Benjamin Francisco Salinas Sada

Denise DuBard

David Bullion

Connally III, Chairman

Connally currently serves as our Chairman.

He has decades

of experience in the formation, management and growth of exploration and production companies as well as numerous contacts within the

energy and energy private equity communities.

Connally has also served as chairman of the board of Texas South Energy, Inc.

TXSO) since January 2017.

Connally currently serves as chairman of the Texas Lt.

Governor’s Energy Advisory Board.

Connally was a founding shareholder of Texas South and GulfSlope Energy, Inc., and a founding director of Nuevo Energy, Inc., Endeavor

International Corp, Pure Energy Group (where he also served as chief executive officer) and Pure Gas Partners.

Connally practiced

corporate and securities and merger and acquisition law for the energy industry and investment banking industry as a partner at the law

firm of Baker & Botts.

He received both his Bachelor of Arts and JD from the University of Texas.

Russell Porter, CEO and Director

Our Chief Executive Officer J.

Russell Porter

has over 30 years of executive level experience in the oil and gas business with a strong background in property acquisition, energy

finance, oil and natural gas marketing as well as conventional and unconventional resource business development.

His experience has primarily

been leading publicly traded upstream companies operating in the U.S.

enhanced by previous work in the energy banking industry.

January 2019 to September 2020, Mr.

Porter was Executive Chairman and Chief Executive Officer of Freedom Oil & Gas,

Inc., an Australian listed E&P company with assets and operations in the Eagle Ford shale.

Porter managed the liquidation of

Freedom’s U.S.

assets after the Australian parent and U.S.

subsidiaries filed voluntary Chapter 11 proceedings in May 2020.

From September 2000 to April 2018, Mr.

Porter was Chief Operating Officer and subsequently President and Chief Executive Officer of Gastar.

Gastar filed a voluntary Chapter 11 bankruptcy on October 31, 2018 after Mr.

Porter’s departure.

From April 1994 to August 2000,

Porter served as Executive Vice President, along with various other leadership roles, at Forcenergy Inc.

Porter holds a Bachelor

of Science degree in Petroleum Land Management from Louisiana State University and a M.B.A.

from the Kenan-Flagler School of Business

at The University of North Carolina at Chapel Hill.

Mayell, President, Chief Financial Officer and Director

Mayell currently serves as our President

and Chief Financial Officer, and has over 52 years of experience in the oil and gas business with more than 38 years in top

management positions of multiple E&P companies.

Mayell has also served as the Chief Executive Officer and a director of Texas

South Energy, Inc.

TXSO) since January 2017.

Prior to joining Texas South, Mr.

Mayell served as President, Chief Operating

Officer and a director of The Meridian Resource Corporation which he co-founded in 1985.

He served in those capacities at Meridian for

over 20 years until it merged into Alta Mesa Holdings in 2010.

Prior to Meridian, in 1982, Mr.

Mayell founded and as served as President

and CEO of Sydson Energy, Inc.

which drilled and produced various properties in Louisiana, Oklahoma, and Texas.

Sydson Energy and its

affiliated companies continue to be active in 2021.

Prior to his time at Meridian and Sydson, Mr.

Mayell was Vice President of Engineering

and Operations at Kirby Exploration Company with responsibility for all of the company’s activity in North America.

began his career with Shell Oil Company in New Orleans, Louisiana with assignments in multiple engineering and operating groups both

onshore and offshore South Louisiana.

Mayell received his Bachelor of Science degree in Mechanical Engineering from Clarkston University.

Benjamin Francisco Salinas Sada, Director

In December 2013, Mr.

Salinas founded

Typhoon Offshore, a company to provide oil and gas services to PEMEX, with an innovative business model.

In October 2015, Mr.

Salinas was appointed as Chief Executive Officer of TV Azteca, Mexico’s second largest television broadcasting company.

is the Founder and Chairman of BTC Investments, a firm organized as a Mexico-based multi-strategy investment management fund primarily

allocating venture capital investments in seed, early, and late-stage start-ups from a wide range of sectors.

Salinas holds

a Bachelor’s Degree in Business Administration from the Instituto Tecnológicoy de Estudios Superiores de

Monterrey, one of Mexico’s most prestigious universities.

Bahorich, Director

Bahorich has over 35 years of experience

in upstream oil and gas with a background in finding and developing conventional fields and shale assets.

He joined Apache in November 1996

and was a member of Apache Corporation’s senior management team from June 2000 to June 2015.

From November 1981

to November 1996 he was a geophysicist, researcher and exploration manager with Amoco.

Formerly, Mr.

Bahorich was President of the

Society of Exploration Geophysicists.

Bahorich served as a director on two public boards, Energy XXI (between 2017 to 2018) and Global

Geophysical Services (between 2011 to 2015), as well as two private boards, Premier Oilfield Group and SigmaCubed.

Energy XXI filed for

bankruptcy protection in April 2016.

Global Geophysical Services filed for bankruptcy protection in March 2014 and August 2016.

in Geology from the University of Missouri and an M.S.

in Geophysics from Virginia Tech.

David Bullion, Director

Bullion has over 30 years of experience

in upstream oil and gas.

He worked at BP plc (formerly The British Petroleum Company plc and BP Amoco plc) since July 1988, first

as a field petrophysics in Alaska.

Bullion held multiple positions including Asset Manager GOM Deepwater from

March 2001 to December 2002, Business Development Technical Manager GOM Deep Water from January 2003 to January 2004, Resource

Manager for Rockies U.S.A.

from February 2004 to December 2005 and managed tight gas fields.

After leaving BP in July 2008,

Bullion became Vice President, General Manager for Red Willow LLC leading all operations for the firm in Texas, Oklahoma, Louisiana,

and the Gulf of Mexico until his departure in May 2010.

Most recently, he has been involved with multiple acquisition and divestment

projects advising both buyers and sellers.

Bullion has a BS and MS in Geophysics from Texas A&M University and attended

MIT Sloan School of Business Project Academy while at BP.

Denise DuBard, Director

Denise DuBard has served as Vice

President and Chief Accounting Officer of Amplify Energy Corp.

since August 2018, until her retirement on July 1,2021.

From March 2015 until July 2018, Ms.

DuBard served

as Chief Accounting Officer and Controller of Contango Oil & Gas Company.

DuBard also served as Chief Financial

Officer, Treasurer and Secretary of PetroPoint Energy Partners, LP from 2012 until August 2014, when the company was sold.

Prior to that, Ms.

DuBard served as a consultant with Axia Partners, a CPA advisory firm, providing accounting and

finance related consulting services to the energy industry from December 2014 until March 2015.

DuBard worked

with Axia Partners as a consultant in the same capacity as mentioned above from 2009 to 2012.

From 2005 to 2009 Ms.

DuBard served

as Vice President, Controller and Chief Accounting Officer for Rosetta Resources Inc., a public oil and gas company.

DuBard started

her career with Deloitte in the assurance practice and held accounting and consulting positions before 2005 at Sonat Offshore Drilling

and Team, Inc.

DuBard graduated with honors from Texas A&M University with a Bachelor of Business Administration degree

in Finance and brings over 30 years of energy experience in accounting, finance and management.

Terms of Office of Officers and Directors

As of the date of this Annual Report we have seven directors.

In accordance

with NASDAQ corporate governance requirements, we are not required to hold an annual meeting until one year after our first fiscal year

end following our listing on NASDAQ.

Our Board will be divided

into three classes with only one class of directors being elected in each year and each class (except for those directors appointed before

our first annual meeting of stockholders) serving a three-year term.

The term of office of the first class of directors, consisting currently

David Bullion will expire at our first annual meeting of stockholders.

The term of office of the second class of directors, consisting

of Benjamin Salinas, Denise DuBard and Michael Bahorich, will expire at the second annual meeting of stockholders.

The term of office

of the third class of directors, consisting of John B.

Connally III, Michael Mayell and J.

Russell Porter will expire at the third annual

meeting of stockholders.

Under our amended and restated

certificate of incorporation, holders of our founder shares will have the right to elect all of our directors before consummation of

our initial business combination and holders of our public shares will not have the right to vote on the election of directors during

These provisions of our amended and restated certificate of incorporation may only be amended if approved by holders of at

least 90% of our outstanding common stock entitled to vote thereon.

Subject to any other special rights applicable to the shareholders,

any vacancies on our Board may be filled by the affirmative vote of a majority of the directors present and voting at the meeting of

our board or by a majority of the holders of our founder shares.

Our officers are appointed

by the Board and serve at the discretion of the Board, rather than for specific terms of office.

Our Board is authorized to appoint persons

to the offices set forth in our bylaws as it deems appropriate.

Our bylaws provide that our officers may consist of one or more Chief

Executive Officer, a Chief Financial Officer, a Secretary and such other officers (including without limitation, a Chairman of the Board,

Presidents, Vice Presidents, Partners, Managing Directors and Senior Managing Directors) and such other offices as may be determined

Curtis Hébert, Jr.

Graham van’t Hoff

Duncan Palmer

Jonathan Siegler

Martijn Dekker

Ernest Miller has

served as Chief Executive Officer and Interim Chief Financial Officer since February 15, 2023.

Miller previously served as the Chief

Executive Officer at Intermediate from August 2020 until February 2023.

Miller has over 25 years of experience in the commodity-driven energy

From September 2017 to August 2020, Mr.

Miller served as the Chief Financial Officer and Chief Commercial Officer

Prior to joining Primus, Mr.

Miller served as Chief Financial Officer for Rodeo Resources Incorporated from 2004 to 2017,

a company that invested in operated and non-operated E&P midstream and mineral interests from North America, South America and

Prior to joining Rodeo Resources, Mr.

Miller served as an Asset Manager and Director of Finance at Calpine Corporation

from 1997 to 2002, where he developed and financed over 4,500 MW of industrial cogeneration facilities at six locations representing more

than $4.0 billion in capital investment.

Miller earned a Master of Natural Resources from Texas A&M University and a

Bachelor of Science from the University of the South.

John Doyle has

served as Chief Technology Officer since February 15, 2023.

Doyle previously served as the Chief Technology Officer at Intermediate

from August 2020 until February 2023.

Doyle has over 25 years in the renewable energy space, taking advanced technologies from design

development to commercial implementation.

Prior to joining Intermediate, Mr.

Doyle served as the Chief Project Officer of Primus

from 2013 to through June 2020.

Prior to joining Primus, Mr.

Doyle was a founder and key executive at Verenium Corporation, a cellulosic

ethanol company that operated for 12 years before being acquired by BP plc for approximately $120.0 million, becoming the basis

for BP Biofuels.

Doyle has managed approximately $1.0 billion in capital projects in the environmental and renewable energy

space including, ethanol plants and large-scale pollution projects.

Doyle has earned a Master of Business Administration

from the University of Virginia Darden School of Business and a Bachelor of Science in Mechanical Engineering from Cornell University.

Ron Hulme has

served as Chairman since February 15, 2023.

Hulme currently serves as the Chief Executive Officer of Parallel Resource Partners.

has served in this role since February 2011.

Hulme also currently serves as the Managing Director of Bluescape Energy Partners

and has served in leadership roles at Bluescape Energy Partners since August 2015.

Hulme formerly served as a senior partner

at McKinsey & Company (“McKinsey”) from 1982 to 2008, a 26 year career.

He led several of McKinsey’s global energy

practices and led the firm’s client relationships with several leading energy companies.

Hulme also co-founded and

co-led McKinsey’s Global Corporate Finance Practice, which established the firm’s M&A Advisory and Private Equity

He led McKinsey’s Global Strategy Practice, and he founded and led the firm’s Global Risk Practice.

In these roles,

Hulme advised dozens of the firm’s clients on financial restructurings, operational turnaround, major M&A transactions

and risk mitigation strategies across a wide range of industries.

Hulme left McKinsey in 2008 to become the Chief Executive Officer

of Carlson Capital LP, a multi strategy hedge fund with approximately $5.0 billion of assets under management and $20.0 billion

of gross market value.

Hulme was also Head of Energy at Carlson Capital LP, overseeing a portfolio with approximately $2.0 billion

gross market value of energy investments in public equities, credit and private equity.

Hulme left Carlson Capital LP

to found and serve as Chief Executive Officer of Parallel Resource Partners, an energy-focused private equity firm jointly sponsored

by Carlson Capital LP and Bluescape Resources Company.

Parallel Resource Partners raised an institutional fund in 2021 and Mr.

continues to manage the fund’s portfolio of upstream energy assets.

Hulme also became Chief Executive Officer

of Bluescape Energy Partners, a successor institutional private equity form that invests in both upstream energy and electric power.

earned a Bachelor’s in Business Administration from the University of Texas, where he graduated first in his class and a Master

in Business Administration from the Stanford Graduate School of Business, where he was an Arjay Miller Scholar.

We believe Mr.

extensive experience in business qualifies him to serve on the Verde Clean Fuels Board.

Curtis Hébert,

has served as a Director since February 15, 2023.

Hébert is the former Commissioner and Chairman of the Federal

Energy Regulatory Commission (FERC), where he served from November 1997 to September 2001, and a former Executive Vice President

for Entergy Corporation, where he served from September 2001 to July 2010.

Hébert is currently a Partner with

the Brunini Law Firm, where has advised energy companies and corporations throughout the globe on numerous matters, including building

accountability and transparency into corporate governance, improving the quality of regulatory filings, reporting and relationships, and

executing complex, structured regulatory settlements since July 2012.

He also served as a visiting scholar with the Bipartisan Policy

Center in Washington, where he co-chaired the Energy Reliability Task Force and the Cybersecurity Task Force.

Previously, Mr.

served as Chief Executive Officer of Lexicon Strategy Group, an energy, finance and regulatory law advisory firm, from August 2010

to July 2012.

Hébert has broad and deep experience in multiple segments of the energy sector, spanning exploration

and production, natural gas transportation, electric generation and distribution, chemicals, and mining.

He brings a thorough knowledge

of national and international energy markets, policy, and regulatory processes.

Hébert also spent years in the telecommunications,

transportation, and water/sewage sector on regulatory filings and administrative hearings.

Hébert serves as an independent

director, a member of the audit committee, a member of the nominating committee and the chairman of the compensation committee of Bluescape

Opportunity Acquisition Corp.

and has served in these roles since September 2020.

Hébert earned a Juris Doctorate

from the Mississippi College School of Law and a Bachelor’s from the University of Southern Mississippi.

We believe Mr.

extensive experience in corporate governance and regulatory matters qualify him to serve on the Verde Clean Fuels Board.

Hoff has served as a Director since February 15, 2023.

van’t Hoff currently serves on several boards, as described

below, and has participated in consulting work in the energy and chemical industry since June of 2019.

Prior to this, Mr.

Hoff served as the Chief Executive Officer of Shell Chemicals from January 2013 to June 2019, the Executive Vice President of

Shell Alternative Energies from January 2012 to December 2012, a board member of Shell International Petroleum Co.

to 2017 and Chairman of Shell UK Limited from March 2011 to December 2012.

He has extensive board experience on several global

joint ventures, including Raizen, a Brazilian biofuels company, Infineum, a joint venture between Shell and ExxonMobil focused on the

formulation, manufacturing and marketing of petroleum additives for lubricants and fuels, as well as Chairman of CSPC (CNOOC Shell Petrochemicals

Co), one of the largest Chinese petrochemical companies.

During his tenure at Shell, Mr.

van’t Hoff oversaw significant global

growth in the revenue and profit of Shell’s chemical businesses, with revenues exceeding $24 billion.

Hoff’s 35 years of experience spans multiple segments of the energy and chemical sectors from upstream through refining, marketing

and trading, P&L leadership, strategy, government relations, technology and IT.

van’t Hoff’s extensive international

business experience includes appointments to the boards and executive committees of multiple international chemical industry associations,

including ACC (the American Chemistry Council), CEFIC (the European Chemical Industry Association), and ICCA (the International Council

of Chemical Associations).

He was also a founding member of the Alliance to End Plastic Waste, formed in 2019, which gained $1.5 billion

of funding commitments in its first year of formation, and is on the Oxford University Chemistry Development Board.

He also serves on

the North American Advisory Board for Air Liquide, and on the board of the privately-owned, commercial solar farm developer and operator,

Silicon Ranch Corporation.

Additionally, Mr.

van’t Hoff serves as an independent director, a member of the audit committee,

the chairman of the nominating committee and a member of the compensation committee of Bluescape Opportunities Acquisition Corp.

served in these roles since September 2020.

He has also served as a director of 5E Advanced Materials, Inc.

since October 2022.

Hoff earned a Master in Business Management, with Distinction, from Manchester Business School and a Master in Chemistry from the University

We believe Mr.

van’t Hoff’s extensive experience in business qualifies him to serve on the Verde Clean Fuels

Duncan Palmer has

served as a Director since February 15, 2023.

Palmer serves as an independent director, the chairman of the audit committee, a member

of the nominating committee and a member of the compensation committee of Bluescape Opportunities Acquisition Corp.

and has served in

these roles since October 2020.

Additionally, he is the former Chief Financial Officer of Cushman & Wakefield, a leading

global real estate services company and served in this position from November 2014 to February 2021.

From 2012 to 2014, Mr.

served as the Chief Financial Officer of RELX, a global provider of information-based analytics and decision tools and from 2007

Palmer served as the Chief Financial Officer of Owens Corning, a global manufacturer of building materials and fiber

glass reinforcements.

Palmer currently sits on the board of Oshkosh Corporation, a vehicle and equipment supplier with global

operations, where he has served as a member of the board since 2011 and has been chairman of the audit committee since 2019.

Financial Officer, Mr.

Palmer led Cushman & Wakefield’s IPO and oversaw all aspects of the company’s financial

operations, including multiple corporate functions from treasury and investor relations to tax and internal audit.

extensive financial operations, transactional, and business development knowledge and experience through previous Chief Financial Officer

appointments at Cushman & Wakefield, RELX, Owens Corning and as a senior finance executive at Royal Dutch Shell.

extensive international business experience includes leadership of finance organizations ranging in size from 500-2,000 employees

and encompasses multi-billion dollar capital allocation programs, merger integrations, debt offerings and share repurchase programs.

His experience spans many segments of the energy, lubricants, materials, information services and real estate services sectors.

also has deep transactional and business development experience, having overseen mergers and acquisitions execution, as well as corporate

Palmer earned a Master of Business Administration from the Stanford Graduate School of Business and a Master’s

degree from St.

John’s College Cambridge (UK).

He is a Fellow of the Chartered Institute of Management Accountants (UK).

Palmer’s extensive experience in business qualifies him to serve on the Verde Clean Fuels Board.

Jonathan Siegler has

served as a Director since February 15, 2023.

Siegler currently serves as the President and Chief Operating Officer and Non Independent

Director of Bluescape Opportunities Acquisition Corp.

and has served in these positions since July 2020.

Siegler also serves

as Managing Director, and member of the Investment Committee of three investment vehicles (i) Bluescape Resources Company since May 2008;

(ii) Parallel Resource Partners since February 2011 and (iii) Bluescape Energy Partners since May 2016.

also serves on the Valuation, Compliance and Risk Committees for the investment vehicles.

Siegler serves on the boards of many

of the portfolio investments and is responsible for driving performance management, strategy, investment, decision making and transaction

As Managing Director, Mr.

Siegler has helped lead more than $1.7 billion of investments across 25 major investments.

Highlights include the origination and greenfield development of one of the largest contiguous positions in the Marcellus Shale, the development

of long haul transmission lines to enable wind generation and the performance improvement of multiple deregulated energy companies.

was formerly Senior Vice President of Strategy and M&A at TXU Corp (“TXU”) from 2004 to 2008.

helped (i) design and implement the performance improvement program, (ii) ensure the competitive market was maintained in Texas,

(iii) design TXU’s new build generation strategy and (iv) helped lead the sale of TXU to an investment group led by affiliates

of KKR, TPG and Goldman Sachs.

Prior to TXU, Siegler was an engagement manager at McKinsey from 2001 to 2004 leading strategy, finance

and operations work across the energy/industrial sector.

Siegler led strategic turnaround work at both energy and production

“E&P” and power companies and led operational turnaround work power plants.

Prior to that, Mr.

Siegler served as

a lieutenant from 1990 to 2001 aboard the nuclear powered ballistic missile submarine USS Pennsylvania (SSBN 735B), qualifying as a naval

nuclear engineer and receiving three Navy and Marine Corps achievement medals for superior service.

Siegler earned a Master of

Science in Electrical Engineering from Stanford University and a Bachelor of Science in Electrical Engineering from the United States

Naval Academy, where he graduated with distinction.

We believe Mr.

Siegler’s extensive experience in business qualifies him

to serve on the Verde Clean Fuels Board.

served as a Director since February 15, 2023.

Claire currently serves as the Chief Executive Officer of St.

Claire Consultants,

LLC, an advisory and management consulting firm she founded in 2013, and as the Chief Strategist of ESG Investments and Sustainable Cash

Management of Amalgamated Bank since May 2022.

Prior to founding St.

Claire Consultants, Ms.

Claire co-founded Williams Capital

(formerly known as Williams Capital Group, L.P.

/ Williams Capital Management, LLC), a registered investment advisor and mutual fund trust

company, where she served as President and Treasurer.

Prior to founding Williams Capital, Ms.

Claire served as the Vice President

of Amalgamated Bank, where she directed proxy and shareholder engagement, and as Senior Investment Officer of the Office of the New York

City Comptroller.

Claire is an independent director of the board of directors of CRS Temporary Housing, where she has served as

a member since 2022.

Since 2021, Ms.

Claire has served as an appointed member of the board of directors of the New York State Common

Retirement Fund’s Investment Advisory Committee.

Since March 2021, she has also served as a special advisor to Reverence Capital

Partners, L.P., a private investment firm focused on private equity and structured credit.

Claire earned a Master’s in Public

Policy from the University of Chicago, Harris School, and a Bachelor’s in Cultural Anthropology from the University of California,

San Diego, Revelle College.

We believe Ms.

Claire’s extensive experience in business qualifies her to serve on the Verde

Clean Fuels Board.

Martijn Dekker has

served as a Director since February 15, 2023.

Dekker is managing partner of Aurivos, an America-focused energy company he co-founded in

Dekker is a strategic business executive with expertise in the energy industry and in leadership positions covering all

aspects of upstream oil and gas and developing clean energy strategies, and he has a strong track record of collaboration, innovation

and delivering value for all stakeholders.

Prior to founding Aurivos, Mr.

Dekker held various roles during his eleven-year career

at Shell International (“Shell”), most recently as Vice President of Strategy and Portfolio from 2016 to 2021, where he led

the development of Shell’s hydrogen strategy, development, and implementation of digitalization strategy and refreshing the technology

strategy and portfolio.

Dekker also held various technical and business roles in Shell’s upstream business, including Vice

President of Strategy and Growth of Americas Exploration and as Development Manager for groundbreaking Gulf of Mexico projects.

holds a MS in Chemical Engineering from the University of Technology Eindhoven, Netherlands and a MS in Business Management from Aberdeen

University, United Kingdom.

We believe Mr.

Dekker’s extensive experience in business qualifies him to serve on the Verde Clean

Number and Terms of Office of Officers and Directors

As of the date of this

Annual Report we have seven directors.

Our directors were nominated at the special meeting of the stockholders of the Company held on

January 4, 2023.

Our charter provides

that until such time the Company is no longer a “controlled company” within the meaning of the Nasdaq Listing Rules (a “Controlled

Company Event”), the directors shall be divided into three classes designated Class I, Class II and Class III.

Our board is divided

among the three classes as follows:

● initial Class I directors are Graham van’t Hoff

and Duncan Palmer, and they will serve for a term expiring at the first annual meeting of stockholders following the Closing Date;

● initial Class II directors are Curtis Hébert,

and Ron Hulme, and they will serve for a term expiring at the second annual meeting of stockholders following the Closing Date;

● initial Class III directors are Dail St.

Claire, Martijn

Dekker and Jonathan Siegler, and they will serve for a term expiring at the third annual meeting of stockholders following the Closing

Any Director so chosen

shall hold office until his or her successor shall be duly elected and qualified or until such Director’s earlier death, disqualification,

resignation or removal.

If the number of directors is changed, any increase or decrease shall be apportioned among the classes so as to

maintain the number of directors in each class as nearly equal as possible, but in no case will a decrease in the number of directors

shorten the term of any incumbent director.

Following the Controlled Company Event, the classification of our board shall terminate, and

each director shall be elected to serve a term of one year, with each director’s term to expire at the next annual meeting of stockholders

following the director’s election.

There are no agreements with respect to the election of directors.

There are no family relationships

among our executive officers and directors.

Board Leadership Structure

Our Board has appointed

Hulme as the Chairman of the Board in order to help reinforce the independence of the Board as a whole.

The position of Chairman

has been structured to serve as an effective balance to Mr.

Miller’s role as Chief Executive Officer.

The Chairman is

empowered to, among other duties and responsibilities, work with the Chief Executive Officer to develop and approve an appropriate board

meeting schedule;

work with the Chief Executive Officer to develop and approve meeting agendas;

provide the Chief Executive Officer feedback

on the quality, quantity and timeliness of the information provided to the board;

develop the agenda and moderate executive sessions of

the independent members of the board;

preside over board meetings when the Chief Executive Officer is not present or when such person’s

performance or compensation is discussed;

act as principal liaison between the independent members of the board and the Chief Executive

convene meetings of the independent directors as appropriate;

and perform such other duties as may be established or delegated

by the board.

Director Independence

NASDAQ listing standards

require that a majority of our board of directors be independent.

An “independent director” is defined generally as a person

other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion

of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out

the responsibilities of a director.

Our Board has determined

that David Bullion, Benjamin Salinas, Denise DuBard and Michael Bahorich are independent directors.

Our independent directors have regularly

scheduled meetings at which only independent directors are present.

Committees of the Board of Directors

Our Board has two standing

an audit committee and a compensation committee.

Each committee operates under a charter that has been approved by our board

and has the composition and responsibilities described below.

The charter of each committee is available on our website.

As a result, we believe that the Chairman can help ensure the effective independent functioning of the Board in its oversight

responsibilities.

Risk Oversight

key functions of our Board is informed oversight of our risk management process.

Our Board does not have a standing risk management committee,

but rather administers this oversight function directly through the Board as a whole, as well as through various standing committees of

our Board that address risks inherent in their respective areas of oversight.

In particular, our Board is responsible for monitoring and

assessing strategic risk exposure and our audit committee has the responsibility to consider and discuss our major financial risk exposures

and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process

by which risk assessment and management is undertaken.

The audit committee also monitors compliance with legal and regulatory requirements .

Advance Notice Requirements for Stockholder Proposals and Director

Under our charter, advance notice of stockholder

nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders shall be

given in the manner and to the extent provided in our bylaws.

Committees of the Board

Our board maintains a

standing audit committee (“Audit Committee”) and a standing compensation committee (“Compensation Committee”),

but does not currently maintain a nominating/governance committee based upon the exceptions from the Nasdaq Listing Rules for “controlled

companies.” The Board has overall responsibility for the selection of candidates for nomination or appointment to the Board.

Audit Committee

We established an audit committee of the Board.

Denise DuBard, John

Connally III and David Bullion who serve as members of our audit committee.

Under NASDAQ listing standards and applicable SEC rules, we

are required to have at least three members of the audit committee, all of whom must be independent.

Under NASDAQ rules, our audit committee

must have one independent member at the time of listing, a majority of independent members within 90 days of listing, and consist

of all independent members within one year of listing.

DuBard meets the independent director standard under NASDAQ’s listing

standard and under Rule 10A-3(b)(1) of the Exchange Act and will serve as chairperson of the audit committee.

Each member of the audit committee is financially

literate, and our Board has determined that Ms.

DuBard qualifies as an “audit committee financial expert” as defined

in applicable SEC rules.

We adopted an audit committee charter, which

details the principal functions of the audit committee, including:

the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us;

pre-approving all audit and permitted non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;

reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence;

setting clear hiring policies for employees or former employees of the independent auditors;

setting clear policies for audit partner rotation in compliance with applicable laws and regulations;

obtaining and reviewing a report, at least annually, from the independent auditors describing (i) the independent auditor’s internal quality-control procedures and (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC before us entering into such transaction;

reviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

Our board appointed Ms.

Palmer and Mr.

Hébert to serve on our Audit Committee, with Mr.

Palmer serving as the chair.

Our board has determined

that each member of our Audit Committee qualifies as an independent director under the Nasdaq Listing Rules and the independence requirements

of Rule 10A-3 under the Exchange Act.

Our board has determined that Mr.

Palmer, as a member of our Audit Committee, qualifies as an “audit

committee financial expert” as such term is defined in Item 407(d)(5) of Regulation S-K and possesses financial sophistication,

as defined under the rules of Nasdaq.

The purpose and responsibilities

of our Audit Committee are set forth in the Audit Committee Charter adopted by our board on February 15, 2023.

Compensation Committee

We established a compensation

committee of the Board.

Connally III and Michael Bahorich serve as members of our compensation committee.

Our compensation committee

must have one independent member at the time of listing, a majority of independent members within 90 days of listing and consist

of all independent members within one year of listing.

Michael Bahorich meets the independent director standard under NASDAQ listing

standards and will serve as chairman of the compensation committee.

We adopted a compensation

committee charter, which details the principal functions of the compensation committee, including:

reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;

reviewing and approving on an annual basis the compensation of all of our other officers;

reviewing on an annual basis our executive compensation policies and plans;

implementing and administering our incentive compensation equity-based remuneration plans;

assisting management in complying with our proxy statement and annual report disclosure requirements;

approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;

if required, producing a report on executive compensation to be included in our annual proxy statement;

reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

Notwithstanding the foregoing,

as indicated above, no compensation of any kind, including finder’s, consulting or other similar fees will be paid to any of our

existing stockholders, officers, directors or any of their respective affiliates, before, or for any services they render in order to

complete the consummation of a business combination.

Accordingly, it is likely that before the consummation of an initial business combination,

the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into

in connection with such initial business combination.

The charter provides that

the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other

adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser.

However, before

engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee

will consider the independence of each such adviser, including the factors required by NASDAQ and the SEC.

Director Nominations

We do not have a standing

nominating committee.

In accordance with Rule 5605(e)(2) of the NASDAQ Rules, a majority of the independent directors may recommend

a director nominee for selection by the Board.

The Board believes that the independent directors can satisfactorily carry out the responsibility

of properly selecting or approving director nominees without the formation of a standing nominating committee.

As we do not have a standing

nominating committee, we will not have a nominating committee charter in place.

Our Board considers candidates

for nomination who have a high level of personal and professional integrity, strong ethics and values and the ability to make mature

business judgments.

In general, in identifying and evaluating nominees for director, our Board will also consider experience in corporate

management such as serving as an officer or former officer of a publicly held company, experience as a board member of another publicly

held company, professional and academic experience relevant to our business, leadership skills, experience in finance and accounting

or executive compensation practices, whether candidate has the time required for preparation, participation and attendance at Board meetings

and committee meetings, if applicable, independence and the ability to represent the best interests of our stockholders.

Compensation Committee Interlocks and Insider Participation

None of our officers currently

serve, and in the past year none of them has served, as a member of the compensation committee of any entity that has one or more officers

serving on our Board.

Code of Ethics

We have adopted a Code

of Ethics applicable to our directors, officers and employees.

The Code of Ethics is available on our website.

We will also post any

amendments to or waivers of our Code of Ethics on our website.

Corporate Governance Guidelines

Our Board will adopt corporate

governance guidelines in accordance with the corporate governance rules of NASDAQ that serve as a flexible framework within which our

Board and its committees operate.

These guidelines will cover a number of areas including board membership criteria and director qualifications,

director responsibilities, board agenda, roles of the Chairman of the board, Chief Executive Officer and presiding director, meetings

of independent directors, committee responsibilities and assignments, board member access to management and independent advisors, director

communications with third parties, director compensation, director orientation and continuing education, evaluation of senior management

and management succession planning.

A copy of our corporate governance guidelines is posted on our website.

Conflicts of Interest

Certain of our officers

and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities

pursuant to which such officer or director is or will be required to present business combination opportunities to such entity.

in the future, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity

to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations

to present such opportunity to such entity.

We do not believe, however, that any fiduciary duties or contractual obligations of our officers

arising in the future would materially undermine our ability to complete our business combination.

Our amended and restated certificate

of incorporation provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity

is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one

we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue.

Our officers and directors

have agreed not to become an officer or director of any other special purpose acquisition company with a class of securities registered

under the Exchange Act that competes with our business or with the business of the planned business combination, and to provide us advance

notice if they intend to serve on any other board of a special purpose acquisition company.

Notwithstanding the foregoing,

we may pursue an acquisition opportunity jointly with our sponsor, or one or more of its affiliates, which we refer to as an “Affiliated

Joint Acquisition.” Such entities may co-invest with us in the target business at the time of our initial business combination,

or we could raise additional proceeds to complete the acquisition by issuing to such entity a class of equity or equity-linked securities.

Each of our officers and directors presently has, and any of them in the future, may have additional fiduciary or contractual obligations

to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to

Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for

an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual

obligations to present such opportunity to such other entity.

We do not believe, however, that the fiduciary duties or contractual obligations

of our officers or directors will materially affect our ability to complete our business combination.

In addition, we may pursue an Affiliated

Joint Acquisition opportunity with an entity to which an officer or director has a fiduciary or contractual obligation.

Any such entity

may co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to

complete the acquisition by issuing to such entity a class of equity or equity-linked securities.

Our amended and restated certificate

of incorporation provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity

is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one

we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue.

In addition, the company

and its affiliates, including our officers and directors who are affiliated with the company, may sponsor or form other blank check companies

similar to ours during the period in which we are seeking an initial business combination.

Any such companies may present additional

conflicts of interest in pursuing an acquisition target.

However, we do not believe that any such potential conflicts would materially

affect our ability to complete our initial business combination.

Potential investors should also be aware of

the following other potential conflicts of interest:

None of our officers or directors is required to commit his or her full time to our affairs in particular and, accordingly, each of them may have conflicts of interest in allocating his or her time among various business activities.

In the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to us as well as the other entities with which they are affiliated.

Our officers and directors may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

Our sponsor, officers and directors have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the consummation of our initial business combination.

Additionally, our sponsor, officers and directors have agreed to waive their redemption rights with respect to any founder shares held by them if we fail to consummate our initial business combination within 12 months (or within 18 months if we extend the period of time to consummate our initial business combination in accordance with the terms described in the IPO’s registration statement) closing of the IPO.

If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the private placement warrants held in the trust account will be used to fund the redemption of our public shares, and the private placement warrants will expire worthless.

With certain limited exceptions, the founder shares will not be transferable, assignable by our sponsor until the earlier of:

(A) six months after the completion of our initial business combination or (B) after our initial business combination, (x) if the last sale price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 75 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property.

With certain limited exceptions, the private placement warrants and the Class A common stock underlying such warrants, will not be transferable, assignable or salable by our sponsor or its permitted transferees until 30 days after the completion of our initial business combination.

Our underwriters have also agreed to restrictions on transfer with respect to their representative shares as detailed below.

Since our sponsor, underwriters and officers and directors may directly or indirectly own common stock and warrants following the IPO, our officers and directors may have a conflict of interest in determining whether a particular target business is an appropriate business with which to complete our initial business combination.

Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.

Our sponsor, officers or directors may have a conflict of interest with respect to evaluating a business combination and financing arrangements as we may obtain loans from our sponsor or an affiliate of our sponsor or any of our officers or directors to finance transaction costs in connection with an intended initial business combination.

Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender.

Such warrants would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period.

The representative shares held by the representative and/or its designees will also be worthless if we do not consummate an initial business combination.

Therefore, if the representative provides services to us in connection with our initial business combination, these financial interests may result in the representative having a conflict of interest when providing such services to us.

The conflicts described above may not be resolved

in our favor.

In general, officers and directors of a corporation

incorporated under the laws of the State of Delaware are required to present business opportunities to a corporation if:

the corporation could financially undertake the opportunity;

the opportunity is within the corporation’s line of business;

it would not be fair to our company and its stockholders for the opportunity not to be brought to the attention of the corporation.

Accordingly, as a result

of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting business opportunities

meeting the above-listed criteria to multiple entities.

Furthermore, our amended and restated certificate of incorporation provides that

we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered

to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually

permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to

refer that opportunity to us without violating another legal obligation.

We are not prohibited from

pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors, subject to certain

approvals and consents.

In the event we seek to complete our initial business combination with such a company, we, or a committee of

independent directors, would obtain an opinion from an independent investment banking firm which is a member of FINRA, or from an independent

accounting firm, that such an initial business combination is fair to our company from a financial point of view.

We cannot assure you that

any of the above-mentioned conflicts will be resolved in our favor.

If we submit our initial

business combination to our public stockholders for a vote, our sponsor has agreed to vote any founder shares held by it and any public

shares purchased during or after the IPO, and the anchor investors have agreed to vote any founder shares held by them, in favor of our

initial business combination and our officers and directors have also agreed to vote any public shares purchased during or after the

IPO in favor of our initial business combination.

Limitation on Liability and Indemnification of Officers and

Our amended and restated

certificate of incorporation provides that our officers and directors will be indemnified by us to the fullest extent authorized by Delaware

law, as it now exists or may in the future be amended.

In addition, our amended and restated certificate of incorporation provides that

our directors will not be personally liable for monetary damages to us or our stockholders for breaches of their fiduciary duty as directors,

unless they violated their duty of loyalty to us or our stockholders, acted in bad faith, knowingly or intentionally violated the law,

authorized unlawful payments of dividends, unlawful stock purchases or unlawful redemptions, or derived an improper personal benefit

from their actions as directors.

We entered into agreements

with our officers and directors to provide contractual indemnification in addition to the indemnification provided for in our amended

and restated certificate of incorporation.

Our bylaws also will permit us to secure insurance on behalf of any officer, director or employee

for any liability arising out of his or her actions, regardless of whether Delaware law would permit such indemnification.

a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense,

settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.

These provisions may discourage

stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty.

These provisions also may have the effect

of reducing the likelihood of derivative litigation against officers and directors, even though such an action, if successful, might

otherwise benefit us and our stockholders.

Furthermore, a stockholder’s investment may be adversely affected to the extent we pay

the costs of settlement and damage awards against officers and directors pursuant to these indemnification provisions.

We believe that these provisions,

the directors’ and officers’ liability insurance and the indemnity agreements are necessary to attract and retain talented

and experienced officers and directors.

Insofar as indemnification

for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing

provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities

Act and is therefore unenforceable.

Technical Committee

In addition to management,

the company has assembled a group of professionals to serve as a non-executive technical committee.

Members of the technical committee

shall receive founder shares and may be considered for full-time employment by the company upon completion of a Qualifying Transaction.

Access to the talents and experience of the technical committee members enhances the due diligence abilities of the company without the

necessity and expense of a full-time technical staff.

Members of the technical committee and their biographies are below:

Eric Bahorich

Bahorich has been working

in the upstream E&P industry for seven years with diverse experience across conventional and unconventional reservoirs at both large

and small companies.

Starting out as an operations and reservoir engineer at Noble Energy, he worked in field and office capacities on

corporate projects and on University-backed research projects.

Eric identified a hydraulic fracturing fluid mixture that increased well

production by 15% on average while only increasing costs by 1%.

This methodology was adopted and implemented widely in the field.

with Durango Resources as the only reservoir engineer on staff, he sourced, modeled, pitched, and closed a deal in the Permian that resulted

in doubling the size of the company over a few months without selling equity.

Bennett has 6 years

of experience in upstream oil and gas as a reservoir engineer in addition to 3 years of experience in the non-profit

space as a project manager.

She most recently worked for Quantum Reservoir Impact (QRI) in a technical senior advisory role delivering

solutions for oil & gas operators, banks, and investment groups through augmented AI.

She worked on 18 fields across

North America, South America, the Middle East, and China.

She has experience working on both onshore and offshore

as well as conventional and unconventional plays.

Bennett served

as a project manager for Border Green Energy Team, a small non-profit that implements renewable energy technologies along the Thailand-Myanmar

She also co-founded a children’s home, Grace Boarding, which provides a home and future for 26 hill tribe children by providing them the

opportunity to attend school.

Bennett holds a B.S.

in Biomechanical Engineering and a M.S.

in Energy Resources Engineering

both from Stanford University.

She is currently an MBA candidate at London Business School.

Emily Boecking

a dynamic, highly engaged petroleum engineer with over 12 years of industry experience.

Boecking has extensive

experience in the acquisition & divestiture space where she has advised and supported the evaluation of nearly $5 billion in

transactions, both on the advisory side at Wells Fargo Securities as well as in corporate development at Anadarko Petroleum Company.

Additionally, she has served in a wide array of operational roles including asset manager, reservoir engineer, and field engineer at

companies such as Chesapeake Energy and Sanchez Oil & Gas.

Emily currently works in the reserve based lending

space at Bank of Oklahoma Financial where she evaluates the company’s current and prospective loans.

These roles have given

Boecking a vast working knowledge of all the major U.S.

Onshore basins including Permian, Eagle Ford, Haynesville, Powder

River, DJ, and SCOOP/STACK, as well as numerous legacy vertical and enhanced recovery fields.

Boecking is a

graduate from Duke University where she received her B.S.E.

in mechanical engineering and biomedical engineering.

Martin has 12 years

of experience as a geologist, engineer, and decision analyst in upstream oil and gas for E&P companies and private investors.

years ago, she started a consulting company that specializes in risk assessment and decision analysis for energy investments.

going independent, she spent 10 years with Chevron, Noble Energy, and Newfield Exploration as a geologist and engineer working exploration

and production operations in multiple countries, basins, and reservoir types.

She holds a B.S.

in Petroleum Engineering from Texas A&M University.

Professional certifications include Strategic Decision and Risk Management

from McCombs Executive Education at University of Texas at Austin.

She is published in the Society of Petroleum Engineers at SPE-117703-MS.

Ondrej Sestak

Sestak has 5 years

of experience in the energy and finance sectors.

First as a reservoir engineer for Shell where he developed forecasts,

reserve reports, and subsurface models in the Haynesville shale and Vaca Muerta basin.

He also worked as an analyst at a private

equity firm, Odien Group, in Prague researching and developing investor material for a €750 million luxury accommodation portfolio

across Europe.

Since 2018 he has been working with INEXS to value oil and gas assets for acquisitions, divestitures, and bankruptcies.

Ondrej has a MS degree in Energy Resource Engineering from Stanford University and BS in Petroleum Engineering from the University of

Texas at Austin.

He is an active member of the Society of Petroleum Engineers, or SPE.

Delinquent Section 16(a) Reports

16(a) of the Exchange Act requires our executive officers, directors and persons who beneficially own more than 10% of a registered class

of our equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and

other equity securities.

These executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation to

furnish us with copies of all Section 16(a) forms filed by such reporting persons.

solely upon our review of the Section 16(a) filings that have been furnished to us and representations by our directors and executive

officers (where applicable), we believe that all filings required to be made under Section 16(a) during the fiscal year ended December

31, 2021 were timely made.

Our board appointed Mr.

van’t Hoff, Mr.

Siegler and Mr.

Hulme to serve on our Compensation Committee, with Mr.

Siegler serving as the chair.

Our board has

determined that each member of our Compensation Committee qualifies as an independent director under the Nasdaq Listing Rules.

The purpose and responsibilities

of our Compensation Committee are set forth in the Compensation Committee Charter adopted by our board on February 15, 2023.

Code of Business Conduct and Ethics

Our board adopted a Code

of Business Conduct and Ethics on February 15, 2023 (the “Code of Ethics”) that applies to all of our directors, officers

and employees, including our principal executive officer, principal financial officer and principal accounting officer, which is available

on our website.

Our Code of Ethics is a “code of ethics,” as defined in Item 406(b) of Regulation S-K.

We will make any legally

required disclosures regarding amendments to, or waivers of, provisions of our code of ethics on our website at www.verdecleanfuels.com.

Limitation on Liability and Indemnification Matters

Our charter contains provisions that limit

the liability of our directors for damages to the fullest extent permitted by Delaware law.

Consequently, our directors will not be personally

liable to us or our stockholders for damages as a result of an act or failure to act in his or her capacity as a director, unless:

● the presumption that directors are acting in good faith,

on an informed basis, and with a view to the interests of Verde Clean Fuels has been rebutted;

● it is proven that the director’s act or failure to

act constituted a breach of his or her fiduciary duties as a director and such breach involved intentional misconduct, fraud or a knowing

violation of law.

Executive Compensation

Executive Officer and Director Compensation

None of our officers or directors

has received any cash compensation for services rendered to us.

No compensation of any kind, including finder’s and consulting

fees, will be paid to our sponsor, officers and directors, or any of their respective affiliates, for services rendered before or in

connection with the completion of our initial business combination.

Our sponsor, officers

and directors, or any of their respective affiliates, will be reimbursed for any bona-fide, documented out-of-pocket expenses incurred

in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable

None of our officers or directors has received

any cash compensation for services rendered to us.

No compensation of any kind, including finder’s and consulting fees, will be

paid to our Sponsor, officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with

the completion of our Initial Business Combination.

However, these individuals will be reimbursed for any out-of-pocket expenses

incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable

business combinations.

Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers, directors

Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, officers or directors,

or our or their affiliates.

After the completion

of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management

fees from the combined company.

All of these fees will be fully disclosed to stockholders, to the extent then known, in the tender offer

materials or proxy solicitation materials furnished to our stockholders in connection with a proposed business combination.

established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management.

It is unlikely the amount of such compensation will be known at the time of the proposed business combination, because the directors

of the post-combination business will be responsible for determining officer and director compensation.

Any compensation to be paid to

our officers will be determined, or recommended to the Board for determination, either by a compensation committee constituted solely

by independent directors or by a majority of independent directors on our board of directors.

Following a business

combination, to the extent we deem it necessary, we may seek to recruit additional managers to supplement the incumbent management team

of the target business.

We cannot assure you that we will have the ability to recruit additional managers, or that additional managers

will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.

We do not intend to take and have not taken any

action to ensure that members of our management team will be part of our management team after the business combination, although it is

possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements to remain with us

after an Initial Business Combination.

We are not party to any agreements with our executive officers and directors that provide for benefits

upon termination of employment.

For more information about the interests of our

Sponsor, directors and officers in the business combination, see the section entitled “Proposal No.

1 — The Business

Combination Proposal — Interests of Certain Persons in the Business Combination.”

Unless we state otherwise or the context otherwise

requires, in this Executive Compensation section, the terms “we,” “us,” “our” and the “Company” refer

to Intermediate prior to the consummation of the business combination.

This section discusses the material components of the executive

compensation program for Intermediate’s executive officers named in the “2022 Summary Compensation Table” below.

We are currently considered an “emerging

growth company” within the meaning of the Securities Act for purposes of the SEC’s executive compensation disclosure rules.

Accordingly, we are required to provide a Summary Compensation Table and an Outstanding Equity Awards at Fiscal Year End Table, as well

as limited narrative disclosures regarding executive compensation for our last completed fiscal year.

Further, our reporting obligations

extend only to “named executive officers,” which are the individuals who served as principal executive officer and the next

two most highly compensated executive officers at the end of the fiscal year 2022.

We had only two executive officers at the end of the

fiscal year 2022 and, accordingly, our “named executive officers” for purposes of the disclosure herein (“Named Executive

Officers”) are:

Principal Position

Ernest Miller

Chief Executive Officer

Chief Technology Officer

2022 Summary Compensation Table

The following table summarizes the compensation

awarded to, earned by or paid to our Named Executive Officers for the fiscal years ended December 31, 2021 and December 31, 2022.

Name and Principal Position

Ernest Miller

Chief Executive Officer

Chief Technology Officer

During 2022, Mr.

Miller received an annual base

salary of $375,000 and a bonus of $80,000 in connection with his employment with us.

During 2022, Mr.

Doyle did not receive any compensation

other than the annual base salary of $275,000 in connection with his employment with us.

Outstanding Equity Awards at 2022 Fiscal Year-End

The following table reflects information regarding

outstanding equity-based awards held by our Named Executive Officers as of December 31, 2022.

Option Awards (1)

Number of Securities Underlying Unexercised Options (#) Exercisable

Number of Securities Underlying Unexercised Options (#) Unexercisable

Option Expiration

Ernest Miller

(1) The “Incentive Units” (as defined in the limited

liability company agreement of Holdings (the “Holdings LLC Agreement”)) represent profits interests in Holdings, our parent

company prior to the Closing Date, and, while we believe the Incentive Units are most analogous to options, the Incentive Units are

not traditional options;

therefore, there is no exercise price or option expiration date associated therewith.

(2) 336 “Series A Incentive Units” (as defined

in the Holdings LLC Agreement) were granted to Mr.

Miller on August 7, 2020, which vested or will vest in equal annual installments

on each of the first four anniversaries of the grant date, subject to Mr.

Miller’s continued employment through the applicable

vesting date.

(3) 500 “Founder Incentive Units” (as defined in the

Holdings LLC Agreement) were granted to Mr.

Miller on August 7, 2020, which vest in full in the event that a certain level

of “distributions” (as defined in the Holdings LLC Agreement) are made pursuant to the Holdings LLC Agreement on account

of such Founder Incentive Units, subject to Mr.

Miller’s continued employment through such vesting date.

(4) 80 Series A Incentive Units were granted to Mr.

on August 7, 2020, which vested or will vest in equal annual installments on each of the first four anniversaries of the grant date,

subject to Mr.

Doyle’s continued employment through the applicable vesting date.

On August 5, 2022, Holdings entered into

an agreement with Intermediate’s management team (including Ernest Miller and John Doyle) whereby, all outstanding unvested Series

A Incentive Units and Founder Incentive Units became fully vested on the closing of the Business Combination.

As part of the agreement,

the priority of distributions under the Series A Incentive Units and Founders Units was also revised such that participants receive 10%

of distributions after a specified return to Holdings’ Series A Preferred Unit holders (instead of 20%).

Narrative Disclosure to Summary Compensation Table

Employment Agreements

Our Named Executive Officers were not party to

employment agreements or offer letters during fiscal year 2022 .

The base salaries of our Named Executive Officers

are approved by our Board of Directors and are subject to annual review by our Board of Directors.

For fiscal year 2022, Mr.

base salary was $375,000 and Mr.

Doyle’s base salary was $275,000.

Incentive Compensation

We believe that equity incentive grants motivate

our executives to dedicate themselves to our long-term performance and help to align the interests of our executives and our stockholders.

In addition, we believe that equity grants with a time-based vesting feature promote executive retention because this feature incentivizes

our executive officers to remain in our employment during the vesting period.

Accordingly, our Board of Directors has periodically reviewed

the equity incentive compensation of our employees and executive officers and from time to time granted equity incentive awards to our

employees and executive officers, including our Named Executive Officers, in the form of Incentive Units pursuant to the Holdings

LLC Agreement and award agreements thereunder.

The Incentive Units are intended to qualify as “profits interests” for

federal income tax purposes and the grantees are required to make a timely and effective election under Section 83(b) of

the Code with respect thereto.

Incentive Units granted to our Named Executive

Officers consist of Founder Incentive Units and Series A Incentive Units.

Founder Incentive Units vest in full in the event

that a certain level of distributions are made pursuant to the Holdings LLC Agreement on account of such Founder Incentive Units (which

will only occur after a specified aggregate amount of distribution have been made to holders of Series A Preferred Units (as

defined in the Holdings LLC Agreement) of Holdings), subject to the grantee’s continued employment or service through such vesting

Series A Incentive Units only participate in distributions of Holdings after a specified return to holders of Series A

Preferred Units of Holdings, and generally vest in equal annual installments over four years, subject to the grantee’s

continued employment or service through the applicable vesting date.

Following the termination of the applicable grantee’s employment

or service other than for “cause” (as defined in the Holdings LLC Agreement), any then-vested Incentive Units are

subject to repurchase at our election for a purchase price equal to the “fair market value” (as defined in the Holdings LLC

Holders of Incentive Units are subject to certain restrictive covenants, including perpetual confidentiality and non-disparagement covenants,

customer and employee non-solicitation covenants that apply during the service period and for one year thereafter and non-competition covenants

that apply during the service period and for one or two years thereafter.

Holdings had an arrangement payable to Intermediate’s

CEO and a consultant whereby a contingent payment could become payable in the event that certain return on investment hurdles are met.

On August 5, 2022, Holdings entered into an agreement with Intermediate’s management and CEO whereby, if the Business Combination

reaches closing, the contingent payment would be forfeited.

Therefore, the contingent payment arrangement was terminated in February 2023

and no payments were made.

Also on August 5, 2022, Holdings entered

into an agreement with our management team (including Ernest Miller and John Doyle) whereby, all outstanding unvested Series A Incentive

Units and Founder Incentive Units became fully vested on the closing of the Business Combination.

As part of the agreement, the priority

of distributions under the Series A Incentive Units and Founders Units was also revised such that participants receive 10% of distributions

after a specified return to Holdings’ Series A Preferred Unit holders (instead of 20%).

Arrangements Following the Closing of the Business Combination

The Company plans to enter into employment agreements

with each of its Named Executive Officers in 2023.

The employment agreements are intended to be in-line with compensation provided to

executives at peer companies.

In connection with the Business Combination, we

adopted the Verde Clean Fuels, Inc.

2023 Omnibus Incentive Plan (the “2023 Plan”).

The 2023 Plan provides for the grant of

stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, stock awards, dividend equivalents,

other stock-based awards, cash awards and substitute awards to our employees (including our Named Executive Officers), consultants

and directors and is intended to align the interests of our service providers with those of our stockholders.

We plan to grant stock

option awards to our management team (including our Named Executive Officers) in 2023.

Additional Narrative Disclosure

Employee and Retirement Benefits

We currently provide broad-based health and

welfare benefits that are available to our full-time employees, including our Named Executive Officers, including health, life, vision

and dental insurance.

In addition, we currently make available a retirement plan intended to provide benefits under Section 401(k) of

the Code, pursuant to which employees (including our Named Executive Officers) may elect to defer a portion of their compensation on a

pre-tax basis and have it contributed to the plan.

Pre-tax contributions are allocated to each participant’s individual

account and are then invested in selected investment alternatives according to the participants’ directions.

Our 401(k) plan

does not provide for any employer contributions.

All contributions under our 401(k) plan are subject to certain annual dollar limitations

in accordance with applicable laws, which are periodically adjusted for changes in the cost of living.

Other than the 401(k) plan,

we do not provide any qualified or non-qualified retirement or deferred compensation benefits to our employees, including our Named

Executive Officers.

Potential Payments Upon Termination or Change in Control

As described above, our Named Executive Officers

are not party to employment agreements and do not have any contractual rights to severance benefits upon a termination of employment.

The treatment of Incentive Units in connection with the Named Executive Officer’s termination of employment and in connection

with a change in control are described above under “Narrative Disclosure to Summary Compensation Table-Equity Incentive Compensation.”

For purposes of the Incentive Units, a “change

of control” generally means:

(a) the sale of all or substantially all of the consolidated assets of the Company and its subsidiaries

to a third party purchaser;

(b) the sale, transfer or exchange resulting in all of the units of the Company and all of the Company’s

equity interests in each of the Company’s subsidiaries being held by a third party purchaser;

or (c) a merger, consolidation,

recapitalization or reorganization of the Company with or into a third party purchaser that results in the inability of the members of

the Company to directly or indirectly designate or elect a number of managers (or the board of directors (or its equivalent) of the resulting

entity or its parent company) which is the same or greater than the number of managers entitled to be designated or elected by a group

of affiliated persons who are not the members of the Company or their successors and affiliates;

provided that, the Board may determine,

in good faith, that the Company or its successor is expected to continue business operations after such transaction and therefore deem

that a change of control has not occurred.

Director Compensation

We did not have any non-employee directors

who received compensation for their service on our Board of Directors or committees of our Board of Directors for the year ended December 31,

However, beginning in 2023 we approved the implementation of a non-employee director compensation program.

Security Ownership of Certain Beneficial

Owners and Management and Related Stockholder Matters

The following table sets

forth information regarding the beneficial ownership of our common stock as of January 31, 2022 based on information obtained from the

persons named below, with respect to the beneficial ownership of common stock, by:

each person known by us to be the beneficial owner of more than 5%

of our outstanding common stock;

each of our executive officers and directors that beneficially owns

our common stock;

all our executive officers and directors as a group.

Unless otherwise indicated, we believe that all persons named in the

table have sole voting and investment power with respect to all of our common stock beneficially owned by them.

As of March 18, 2022 there

were 17,439,750 shares of Class A common stock and 4,312,500 shares of Class B common stock outstanding.

The following table does not

reflect record or beneficial ownership of the private placement warrants as these warrants are not exercisable within 60 days of March

Unless otherwise noted, the business address of each of our stockholders is CENAQ Energy Corp.

4550 Post Oak Place Dr., Suite

300, Houston, Texas.

Beneficial Ownership

Name of Security holder

The following table sets forth information known

to us regarding the beneficial ownership of Class A Common Stock as of March 31, 2023 by:

● each person who is the beneficial owner of more than 5% of the outstanding shares of Class A Common

● each of our named executive officers and directors;

● all of our executive officers and directors as a group.

Beneficial ownership is determined according to

the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or

shared voting or investment power over that security.

Under those rules, beneficial ownership includes securities that the individual

or entity has the right to acquire, such as through the exercise of warrants or stock options or the vesting of restricted stock units,

within 60 days of March 31, 2023.

Shares subject to warrants or options that are currently exercisable or exercisable within 60 days

of March 31, 2023 or subject to restricted stock units that vest within 60 days of March 31, 2023 are considered outstanding and beneficially

owned by the person holding such warrants, options or restricted stock units for the purpose of computing the percentage ownership of

that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

Shares issuable

pursuant to the exchange of Class C OpCo Units listed in the table below are represented in shares of Class A Common Stock.

Except as described in

the footnotes below and subject to applicable community property laws and similar laws, we believe that each person listed below has sole

voting and investment power with respect to such shares.

The beneficial ownership of our securities is based on (i) 9,358,620

shares of Class A Common Stock issued and outstanding and (ii) 22,500,000 shares of Class C Common Stock issued and outstanding.

Name and Address of Beneficial Owners (1)

Named Executive Officers and Directors:

Curtis Hébert, Jr.

Graham van’t Hoff

Duncan Palmer

Jonathan Siegler

Martijn Dekker

Ernest Miller

All directors and officers after as a group (9 persons)

Five Percent Holders:

Bluescape Clean Fuels Holdings, LLC (2)(3)

CENAQ Sponsor LLC (4)(5)

Lighthouse Investment Partners, LLC (3)

Shaolin Capital Management LLC (4)

Saba Capital Management, L.P.

Highbridge Capital Management, LLC (6)

Yakira Partners, L.P.

Connally III (2)(8)

Russell Porter (2)(8)

Mayell (2)(8)

Benjamin Francisco Salinas Sada (8)

Denise DuBard (8)

David Bullion (8)

All officers and directors as a group (7 individuals) (2)(8)

Interests shown consist solely of founder

shares, classified as shares of Class B common stock.

Such shares will automatically convert into shares of Class A common stock at the

time of our initial business combination.

Our sponsor is the record holder of such shares.

Cottonmouth Ventures LLC (6)

Unless otherwise noted, the business address of each of the directors and officers is 600 Travis Street, Suite 5050, Houston, Texas 77002.

Consists of (i) 22,500,000 shares of Class A Common Stock issuable upon conversion of 22,500,000 Class C OpCo Units of OpCo and a corresponding number of shares of Class C Common Stock and (ii) 800,000 shares of Class A Common Stock.

The business address of Holdings is 300 Crescent Court Suite 1860, Dallas, TX 75201.

This information is based on a Schedule 13D filed by Holdings on February 27, 2023.

Holdings is the record holder of such shares.

Holdings is a 100% owned subsidiary (portfolio company) of Bluescape Energy Recapitalization and Restructuring Fund IV LP (“BERR”), and Bluescape Energy Partners III GP LLC is the general partner of BERR.

The BERR funds are managed by Bluescape Energy Partners LLC.

Bluescape Resources Company LLC is the parent of Bluescape Energy Partners III GP LLC and Bluescape Energy Partners LLC and is principally owned and controlled by Mr.

Wilder disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

The principal business address of each of the entities and persons identified in this paragraph is c/o Bluescape Resources Company LLC, 300 Crescent Court, Suite 1860, Dallas, TX 75201.

Consists of (i) 3,487,500 shares of Class A Common Stock held directly

by CENAQ Sponsor and (ii) 2,475,000 Private Placement Warrants, each exercisable as of March 17, 2023 to purchase one share of Class A

Common Stock at $11.50 per share.

CENAQ Sponsor is the record holder of such shares.

Connally III, J.

Russell Porter and Michael J.

Mayell are each a manager of CENAQ Sponsor, LLC, and as such, each has voting and investment discretion with respect to the founder shares held of record by our sponsor and may be deemed to have beneficial ownership of the founder shares held directly by our sponsor.

Mayell are each a manager of CENAQ Sponsor, and as such, each has voting and investment discretion with respect to the shares held directly by CENAQ Sponsor.

Connally III, J.

Russell Porter and Michael J.

Mayell each disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

Information based on a Schedule 13G/A filed on February 8, 2022.

According to the report, Lighthouse Investment Partners, LLC, or Lighthouse, serves as the investment manager of MAP 214 and MAP 136.

LHP Ireland serves as the manager to MAP 501, LMAP 909, LMAP 910.

Because Lighthouse and LHP Ireland may be deemed to control MAP 214, MAP 136, MAP 501, LMAP 909, and LMAP 910, as applicable, Lighthouse and LHP Ireland may be deemed to beneficially own, and to have the power to vote or direct the vote of, and the power to direct the disposition of the shares reported.

Each of MAP 214 and MAP 136 are segregated portfolios of LMA SPC, a Cayman Islands segregated portfolio company.

MAP 501 is a sub-trust of an Ireland umbrella unit trust.

Each of LMAP 909 and LMAP 910 are sub-funds of an Irish collective asset-management vehicle.

Lighthouse is a Delaware limited liability company.

LHP Ireland is an Ireland limited company.

The addresses of Lighthouse are 3801 PGA Boulevard, Suite 500, Palm Beach Gardens, FL 33410 and32 Molesworth Street, Dublin, D02 Y512, Ireland.

Information based on a Schedule 13G filed on February 11, 2022.

According to the report, Shaolin Capital Management LLC, a company incorporated under the laws of State of Delaware, serves as the investment advisor to Shaolin Capital Partners Master Fund, Ltd.

a Cayman Islands exempted company, MAP 214 Segregated Portfolio, a segregated portfolio of LMA SPC, and DS Liquid DIV RVA SCM LLC being managed accounts advised by the Shaolin Capital Management LLC.

The address of Shaolin Capital is 7610 NE 4th Court, Suite 104 Miami FL 33138.

Information based on a Schedule 13G/A filed on February 14, 2022.

According to the report, the schedule was filed by Saba Capital Management, L.P., a Delaware limited partnership, Saba Capital Management GP, LLC, a Delaware limited liability company, and Mr.

The address of Saba Capital is 405 Lexington Avenue, 58th Floor, New York, New York 10174.

Information based on a Schedule 13G/A filed on January 27, 2022.

According to the report, Highbridge is a Delaware limited liability company.

The address of the business office of Reporting Person is 277 Park Avenue, 23rd Floor, New York, New York 10172.

Information based on a Schedule 13G filed on February 9, 2022.

According to the report, Yakira Capital Management, Inc.

and Yakira Partners L.P.

are Delaware entities.

MAP 136 Segregated Portfolio is a Cayman Island entity.

The address of Yakira Capital 1555 Post Road East, Suite 202, Westport, CT 06880.

Does not include any shares indirectly owned by this individual

as a result of his/her ownership interest in our sponsor.

Restrictions on Transfers of Founder Shares and Private Placement

The founder shares

and the private placement warrants, and any shares of Class A common stock issued upon conversion or exercise thereof are subject

to transfer restrictions pursuant to lock-up provisions in a letter agreement (other than the founder shares that may be transferred

to the anchor investors, which are subject to transfer restrictions pursuant to an investment agreement) to be entered into by us, our

sponsor, officers and directors.

Those lock-up provisions provide that such securities are not transferable or salable (i) in the

case of the founder shares, until the earlier of (A) six months after the completion of our initial business combination or (B) after

our initial business combination, (x) if the last sale price of our Class A common stock equals or exceeds $12.00 per share

(as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading

day period commencing at least 75 days after our initial business combination, or (y) the date on which we complete a liquidation,

merger, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders having the right

to exchange their shares of common stock for cash, securities or other property, and (ii) in the case of the private placement warrants

and the Class A common stock underlying such warrants, until 30 days after the completion of our initial business combination,

except in each case (a) to our officers or directors, any affiliates or family members of any of our officers or directors, any

members of our sponsor, or any affiliates of our sponsor, (b) in the case of an individual, by gift to a member of the individual’s

immediate family, to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such

person, or to a charitable organization;

of the individual;

(d) in the case of an individual, pursuant to a qualified domestic relations order;

(e) by private sales

or transfers made in connection with the consummation of a business combination at prices no greater than the price at which the securities

were originally purchased;

(f) in the event of our liquidation before the completion of our initial business combination;

virtue of the laws of Delaware or our sponsor’s limited liability company agreement upon dissolution of our sponsor;

the event of our liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of our

stockholders having the right to exchange their shares of common stock for cash, securities or other property after the completion of

our initial business combination;

provided, however, that in the case of clauses (a) through (h) these permitted transferees

must enter into a written agreement agreeing to be bound by these transfer restrictions.

Registration Rights

The holders of the founder

shares, placement warrants, and warrants that may be issued upon conversion of working capital loans, and any shares of Class A common

stock issuable upon the exercise of the placement warrants and any warrants (and underlying Class A common stock) that may be issued

upon conversion of working capital loans and Class A common stock issuable upon conversion of the founder shares, will be entitled to

registration rights pursuant to a registration rights agreement which they have entered into with us, requiring us to register such securities

for resale (in the case of the founder shares, only after conversion to our Class A common stock).

The holders of the majority of these

securities are entitled to make up to three demands, excluding short form demands, that we register such securities.

In addition, the

holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion

of our initial business combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities

The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays

in registering our securities.

We will bear the expenses incurred in connection with the filing of any such registration statements.

Securities Authorized for Issuance under Equity

Compensation Table

As of December 31, 2021,

we had no compensation plans (including individual compensation arrangements) under which equity securities were authorized for issuance.

Changes in Control

Mayell each disclaims any beneficial ownership of the reported shares other than the extent of any pecuniary interest he may have therein, directly or indirectly.

Cottonmouth Ventures LLC (“Cottonmouth”) is the record holder of such shares.

Cottonmouth is a wholly-owned subsidiary of Diamondback Energy, Inc.

(“Diamondback”), and as such, has voting and investment discretion with respect to the shares held directly by Cottonmouth.

The principal business address of each of the entities identified in this paragraph is c/o Diamondback Energy Inc., 500 West Texas, Suite 1200, Midland, TX 79701.

This information is based on a Schedule 13D filed by Diamondback on March 1, 2023.

Certain Relationships and Related

Transactions, and Director Independence

Certain Relationships

and Related Transactions

following is a summary of transactions since our formation, to which we have been a participant in which the amount involved exceeded

or will exceed the lesser of $120,000 or 1% of the average of our total assets as of December 31, 2021, and in which any of our directors,

executive officers or holders of more than 5% of our capital stock, or any member of the immediate family of the foregoing persons, had

or will have a direct or indirect material interest.

The following is a summary of transactions since

March 31, 2023, to which CENAQ and Intermediate, as applicable, have been a participant in which the amount involved exceeded or will

exceed the lesser of (i) $120,000 or (ii) 1% of the average of CENAQ’s or Intermediate’s, as applicable, total assets as of

December 31, 2021 and 2022, and in which any of their directors, executive officers or holders of more than 5% of any class of capital

stock at the time of such transaction, or any members of their immediate family, had or will have a direct or indirect material interest.

CENAQ Related Person Transactions

Founder Shares

On December 31, 2020, the

Sponsor paid $25,000, or approximately $0.006 per share, to cover certain offering costs in consideration for 4,312,500 Class

B common stocks, par value $0.0001 (the “Founder Shares”).

Up to 562,500 Founder Shares are subject to forfeiture

by the Sponsor depending on the extent to which the underwriters’ over-allotment option is exercised.

On August 19, 2021, the underwriters

exercised the over-allotment option in full.

As a result, these 562,500 founder shares are no longer subject to forfeiture.

Additionally, upon consummation

of the IPO, the Sponsor sold 75,000 Founder Shares to each of the 11 Anchor Investors that purchased at least 9.9% of the units sold

in the IPO, at their original purchase price of approximately $0.0058 per share.

The aggregate fair value of these founder shares attributable

to anchor investors is $570,406, or $7.60 per share.

The Company offset the excess of the fair value against the gross proceeds

from these anchor investors as a reduction in its additional paid-in capital.

The initial stockholders

and the Anchor Investors have agreed not to transfer, assign or sell any of their Founder Shares and any Class A common stock issuable

upon conversion thereof until the earlier to occur of:

(A) six months after the completion of the initial Business Combination or

(B) subsequent to the initial Business Combination, (x) if the last sale price of the Company’s Class A common stock equals or

exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20

trading days within any 30-trading day period commencing at least 75 days after the initial Business Combination, or (y) the date on

which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of its stockholders

having the right to exchange their shares of common stock for cash, securities or other property (the “Lock-up” ).

Notwithstanding

the foregoing, if (1) the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for

stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day

period commencing at least 75 days after the initial Business Combination, or (2) the Company completes a liquidation, merger, capital

stock exchange or other similar transaction that results in all of its stockholders having the right to exchange their shares of common

stock for cash, securities or other property, the Founder Shares will be released from the Lock-up.

On December 31, 2020, CENAQ Sponsor paid

$25,000, or approximately $0.006 per share, to cover certain offering costs in consideration for 4,312,500 Founder Shares.

Up to 562,500

Founder Shares were subject to forfeiture by CENAQ Sponsor depending on the extent to which the underwriters’ over-allotment option

is exercised.

On August 19, 2021, the underwriters exercised the over-allotment option in full.

As a result, these 562,500 Founder

Shares are no longer subject to forfeiture.

Additionally, upon consummation of the IPO, CENAQ

Sponsor sold 75,000 Founder Shares to each of the 11 Anchor Investors that purchased at least 9.9% of the units sold in the IPO, at their

original purchase price of approximately $0.0058 per share.

The aggregate fair value of these Founder Shares attributable to Anchor Investors

is $570,406, or $7.60 per share.

CENAQ offset the excess of the fair value against the gross proceeds from these Anchor Investors as a

reduction in its additional paid-in capital.

The initial stockholders have agreed not to transfer,

assign or sell any of their Founder Shares and any Class A Common Stock issuable upon conversion thereof until the earlier to occur

(A) six months after the completion of the Business Combination or (B) subsequent to the Business Combination, (x) if

the last sale price of CENAQ’s Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock

dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any period of 30 consecutive trading

days commencing at least 75 days after the Business Combination, or (y) the date on which we complete a liquidation, merger,

capital stock exchange or other similar transaction that results in all of CENAQ’s stockholders having the right to exchange their

shares of common stock for cash, securities or other property (the “Lock-up”).

Notwithstanding the foregoing, if (1) the

closing price of Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations,

recapitalizations and the like) for any 20 trading days within any period of 30 consecutive trading days commencing at least

75 days after the Business Combination, or (2) we complete a liquidation, merger, capital stock exchange or other similar transaction

that results in all stockholders having the right to exchange their shares of common stock for cash, securities or other property, the

Founder Shares will be released from the Lock-up.

On October 26, 2022, CENAQ Sponsor elected

to convert 3,487,500 of the Founder Shares into shares of CENAQ’s Class A Common Stock.

Due from Related Party

The Company had $45,312 due from a related party

which consisted of $50,000 incurred from purchase of over-allotment private warrants, offset by $4,688 of other miscellaneous costs paid

CENAQ had $45,312 due from a related party which

consisted of $50,000 incurred from purchase of over-allotment private warrants, offset by $4,688 of other miscellaneous costs paid

by Michael J.

Mayell and the Sponsor.

As of December 31, 2021 and December 31, 2020, the Company had $0 due from a related party.

The Sponsor paid off the balance in full on October 1, 2021.

Promissory Note — Related

On December 31, 2020, the Sponsor agreed to loan

the Company up to $500,000 to be used for a portion of the expenses of the IPO.

Mayell and CENAQ Sponsor.

As of December 31, 2022 and December 31, 2021, CENAQ had $0 due from a related

CENAQ Sponsor paid off the balance in full on October 1, 2021.

Promissory Note — Related Party

On December 31, 2020, CENAQ Sponsor agreed

to loan CENAQ up to $500,000 to be used for a portion of the expenses of the IPO.

These loans were non-interest bearing, unsecured

and were due at the earlier of September 30, 2021 or the closing of the IPO.

As of December 31, 2020, the Company borrowed $88,333 under

the promissory note and the loan was fully repaid upon the closing of the IPO out of the offering proceeds.

As of December

31, 2021, the promissory note balance was $0.

The loan was fully repaid upon the closing of the

IPO out of the offering proceeds.

As of December 31, 2022 and December 31, 2021, the promissory note balance was $0.

In addition, on May 31, 2022, CENAQ issued

an unsecured promissory note in the principal amount of $125,000 to CENAQ Sponsor (“Promissory Note”).

The Promissory Note

had a 10% interest rate and was repaid in full upon consummation of the Business Combination.

As of December 31, 2022, the unsecured

promissory note balance was $125,000.

On November 15, 2022, CENAQ issued an unsecured

promissory note in the principal amount of $1,725,000 to CENAQ Sponsor (“Extension Note”).

The Extension Note was non-interest

bearing and was due and payable upon the earlier to occur of the closing of the IPO or liquidation of CENAQ on or before February 16,

2023 or such later liquidation date as approved by the CENAQ’s stockholders.

There was $1,725,000 and $0 outstanding under the note

as of December 31, 2022 and 2021, respectively.

On November 15, 2022, CENAQ issued an unsecured

promissory note (“Sponsor Note”) allowing it to borrow up to $467,500 from the CENAQ Sponsor.

Amounts drawn under the Sponsor

Note were non-interest bearing and were due and payable upon the earlier to occur of the closing of the Business Combination or liquidation

of CENAQ on or before February 16, 2023 or such later liquidation date as approved by the CENAQ’s stockholders.

On November 15,

2022, the Company requested and received $100,000 under the Sponsor Note.

There was $100,000 outstanding under the Sponsor Note as of

December 31, 2022.

In connection with the closing of the Business

Combination, and based on the $158,797,476 of redemptions, CENAQ Sponsor was due $184,612 under the Extension Note.

At closing, CENAQ

Sponsor was also due $100,000 under the Sponsor Note and $125,000 under the Promissory Note.

However, on February 15, 2023, in lieu of

repayment of the Extension Note and repayment of the Sponsor Note and Promissory Note, CENAQ entered into a new promissory note with the

Sponsor totaling $409,612 (“New Promissory Note”).

The New Promissory Note, cancels and supersedes the Extension Note and

the Sponsor Note.

The New Promissory note is non-interest bearing and the entire principal balance of the New Promissory Note is payable

on or before February 15, 2024.

The New Promissory Note is payable at Verde Clean Fuel’s election in cash or in Class A Common Stock

at a conversion price of $10.00 per share.

Working Capital Loans

In addition, in order to finance transaction costs

in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers

and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”).

If the Company

completes the initial Business Combination, the Company would repay the Working Capital Loans.

In the event that the initial Business

Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital

Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans.

Up to $1,500,000 of such Working Capital

Loans may be convertible into Private Placement Warrants at a price of $1.00 per warrant at the option of the lender.

Such warrants

would be identical to the Private Placement Warrants.

As of December 31, 2021, the Company had no borrowings under the Working Capital

Related Person Transaction Policy

We have adopted a written

policy relating to the approval of related person transactions.

A “related person transaction” is a transaction or arrangement

or series of transactions or arrangements in which we participate (whether or not we are a party) and a related person has a direct or

indirect material interest in such transaction.

Our audit committee will review and approve or ratify all relationships and related person

transactions between us and (i) our directors, director nominees or executive officers, (ii) any record or beneficial owner

of 5% or more of our common stock or (iii) any immediate family member of any person specified in (i) and (ii).

The audit committee

will review all related person transactions and, where the audit committee determines that such transactions are in our best interests,

approve such transactions in advance of such transaction being given effect.

As set forth in the related person transaction

policy, in the course of its review and approval or ratification of a related party transaction, the audit committee will, in its judgment,

consider in light of the relevant facts and circumstances whether the transaction is, or is not inconsistent with, our best interests,

including consideration of various factors enumerated in the policy.

Any member of the audit committee who is a

related person with respect to a transaction under review will not be permitted to participate in the discussions or approval or ratification

of the transaction.

Our policy also includes certain exceptions for transactions that need not be reported and provides the audit committee

with the discretion to pre-approve certain transactions.

To further minimize conflicts of interest,

we have agreed not to consummate an initial business combination with an entity that is affiliated with any of our sponsor, officers

or directors unless we, or a committee of independent directors, have obtained an opinion from an independent investment banking firm

which is a member of FINRA or an independent accounting firm that our initial business combination is fair to our company from a financial

point of view.

Furthermore, no finder’s fees, reimbursements or cash payments will be made to our sponsor, officers or directors,

or our or their affiliates, for services rendered to us before or in connection with the completion of our initial business combination.

However, the following payments will be made to our sponsor, officers or directors, or our or their affiliates, none of which will be

made from the proceeds of the IPO held in the trust account before the completion of our initial business combination:

Reimbursement for any out-of-pocket expenses related to our formation and initial public offering and to identifying, investigating and completing an initial business combination;

Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto.

in connection with a business combination, CENAQ Sponsor or an affiliate of CENAQ Sponsor or certain of CENAQ officers and directors were

permitted to, but not obligated to, loan CENAQ funds as required.

If CENAQ completed a business combination, CENAQ would repay the working

capital loans.

In the event that a business combination did not close, CENAQ would use a portion of the working capital held outside the

Trust Account to repay the working capital loans but no proceeds from the Trust Account would be used to repay the working capital loans.

Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender.

Our audit committee will review on a quarterly

basis all payments that were made to our sponsor, officers or directors, or our or their affiliates.

would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period.

completion of the Business Combination, CENAQ did not seek loans from parties other than CENAQ Sponsor or an affiliate of CENAQ Sponsor.

As of the closing of the Business Combination, CENAQ had no borrowings under the working capital loans.

Private Placement Warrants

CENAQ Sponsor and the underwriters purchased an

aggregate of 6,675,000 Private Placement Warrants for a purchase price of $1.00 per warrant in a private placement that occurred simultaneously

with the closing of the IPO.

As such, the interest of CENAQ Sponsor in this transaction is valued at approximately $3.5 million.

Each Private Placement Warrant entitles the holder

to purchase one share of Class A Common Stock at $11.50 per share.

The purchasers of the Private Placement Warrants agreed, subject

to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants (except to permitted transferees) until

30 days after the closing of the Business Combination.

These restrictions expired on March 17, 2023.

Lock-Up Agreement

In connection with the execution of the Business Combination Agreement,

on August 12, 2022, Holdings entered into the Lock-Up Agreement with CENAQ, pursuant to which it agreed, subject to certain exceptions,

not to (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or

agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent

position within the meaning of Section 16 of the Exchange Act and the rules and regulations of the SEC promulgated thereunder, any OpCo

Units or corresponding shares of Class C Common Stock received in connection with the business combination pursuant to the Business Combination

Agreement (or shares of Class A Common Stock that would be received upon an exchange of Class C OpCo Units pursuant to the OpCo Exchange

Right, Mandatory Exchange or Call Right), (b) enter into any swap or other arrangement that transfers to another, in whole or in part,

any of the economic consequences of ownership of any security or (c) publicly announce any intention to effect any transaction specified

in clause (a) or (b) until the earlier of (i) six months after the Closing Date, and (ii) subsequent to the Closing Date (x) if the last

sale price of the shares of Class A Common Stock quoted on the Nasdaq Capital Market is greater than or equal to $12.00 per share for

any 20 trading days within any period of 30 consecutive trading days commencing at least 75 days after the Closing Date or (y) the date

on which Verde Clean Fuels completes a liquidation, merger capital stock exchange, reorganization or other similar transaction with a

third party that results in all of Verde Clean Fuels’ stockholders having the right to exchange their shares of Class A Common Stock

for cash, securities or other property.

Sponsor Letter

In connection with the execution of the Business

Combination Agreement, on August 12, 2022, CENAQ Sponsor entered into the Sponsor Letter, pursuant to which, among other things,

CENAQ Sponsor agreed to (i) forfeit 2,475,000 of its Private Placement Warrants, (ii) comply with the lock-up provisions

in the Letter Agreement, dated August 12, 2021, by and among CENAQ, CENAQ Sponsor and CENAQ’s directors and officers, (iii) vote

all the shares of Class A Common Stock and Founder Shares held by it in favor of the adoption and approval of the Business Combination

Agreement and the Business Combination, (iv) not redeem any shares of Class A Common Stock owned by it in connection with such

stockholder approval, (v) waive its anti-dilution rights with respect to the Founder Shares owned by it in connection with the

consummation of the Business Combination and (vi) subject a portion of the shares of Class A Common Stock as a result of the

conversion of its Founder Shares to forfeiture pursuant to the terms of the Sponsor Earn Out.

Equity Participation Right Agreement

On February 13, 2023, CENAQ and OpCo entered into

an Equity Participation Right Agreement (the “Participation Right Agreement”) with Cottonmouth, pursuant to which, among other

things, Verde Clean Fuels and OpCo will grant Cottonmouth the right to participate between 50% to 65% in the ownership of certain future

project facilities of Verde Clean Fuels on the terms and conditions described therein through December 31, 2043.

In addition, the Participation

Right Agreement allows Verde Clean Fuels and OpCo to participate in certain future project facilities brought forth by Cottonmouth on

the terms and conditions described therein.

Additionally, Verde Clean Fuels has granted certain contractual preemptive rights to Cottonmouth

relating to the sale of equity securities in Verde Clean Fuels for a period of five years.

Intermediate Related Party Transactions

Intermediate had no related party transactions,

or any other transactions or relationships required to be disclosed pursuant to Item 404 of Regulation S-K.

Verde Clean Fuels Related Person Transactions

A&R Registration

Rights Agreement

In connection with the

Closing, the IPO Registration Rights Agreement, was amended and restated by Verde Clean Fuels, certain persons and entities holding securities

of CENAQ prior to the Closing (the “Initial Holders”) and certain persons and entities receiving Class A Common Stock and

Class C Common Stock pursuant to the Business Combination (together with the Initial Holders, the “Reg Rights Holders”) (as

amended and restated, the “A&R Registration Rights Agreement”).

Pursuant to the A&R Registration Rights Agreement,

within 60 days after February 15, 2023, Verde Clean Fuels shall use its commercially reasonable efforts to file with the SEC (at Verde

Clean Fuels’ sole cost and expense) a registration statement registering the resale of certain securities held by or issuable to

the Reg Rights Holders (the “Resale Registration Statement”), and Verde Clean Fuels will use its commercially reasonable efforts

to have the Resale Registration Statement declared effective as soon as reasonably practicable after the filing thereof.

In certain circumstances,

the Reg Rights Holders can demand Verde Clean Fuels’ assistance with underwritten offerings and block trades, and the Reg Rights

Holders are entitled to certain piggyback registration rights.

The A&R Registration Rights Agreement does not provide for the payment

of any cash penalties by Verde Clean Fuels if it fails to satisfy any of its obligations under the A&R Registration Rights Agreement.

Tax Receivable

On the Closing Date,

in connection with the consummation of the Business Combination and as contemplated by the Business Combination Agreement, Verde Clean

Fuels entered into a tax receivable agreement (the “Tax Receivable Agreement”) with Holdings (together with its permitted

transferees, the “TRA Holders,” and each a “TRA Holder”) and the Agent (as defined in the Tax Receivable Agreement).

Pursuant to the Tax Receivable Agreement, Verde Clean Fuels is required to pay each TRA Holder 85% of the amount of net cash savings,

if any, in U.S.

federal, state and local income and franchise tax that Verde Clean Fuels actually realizes (computed using certain simplifying

assumptions) or is deemed to be realized in certain circumstances in periods after the Closing as a result of, as applicable to each such

TRA Holder, (i) certain increases in tax basis that occur as a result of Verde Clean Fuels’ acquisition (or deemed acquisition for

federal income tax purposes) of all or a portion of such TRA Holder’s Class C OpCo Units pursuant to the exercise of the OpCo

Exchange Right, a Mandatory Exchange or the Call Right (each as defined in the OpCo A&R LLC Agreement) and (ii) imputed interest deemed

to be paid by Verde Clean Fuels as a result of, and additional tax basis arising from, any payments Verde Clean Fuels makes under the

Tax Receivable Agreement.

Verde Clean Fuels will retain the benefit of the remaining 15% of these net cash savings.

Director Independence

Holdings beneficially

owns a majority of the voting power of all outstanding shares of the Company’s common stock.

As a result, the Company is a “controlled

company” within the meaning of the Nasdaq Listing Rules.

Under the Nasdaq Listing Rules, a company of which more than 50% of the

voting power for the election of directors is held by an individual, group or another company is a “controlled company” and

may elect not to comply with certain corporate governance standards, including the requirements (1) that a majority of its board of directors

consist of independent directors, (2) that its board of directors have a compensation committee that is composed entirely of independent

directors with a written charter addressing the committee’s purpose and responsibilities and (3) that director nominees must either

be selected, or recommended for the board’s selection, either by independent directors constituting a majority of the board’s

independent directors in a vote in which only independent directors participate, or a nominating and corporate governance committee comprised

solely of independent directors with a written charter addressing the committee’s purpose and responsibilities.

Notwithstanding

the availability of such exemptions, all seven of the Company’s current Board members qualify as independent under applicable Nasdaq

rules and the Compensation Committee of the Board is comprised of three directors, each of whom qualifies as an independent under applicable

Nasdaq and SEC rules for compensation committee service.

Nasdaq rules generally

require that independent directors must comprise a majority of a listed company’s board of directors.

Under the rules of Nasdaq,

a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that

person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities

of a director.

Based upon information requested from and provided by each proposed director concerning his or her background, employment

and affiliations, including family relationships, the Board has determined that Mr.

van’t Hoff, Mr.

Claire and Mr.

Dekker are “independent” as that term is defined under the applicable rules and

regulations of the SEC and the listing requirements and rules of Nasdaq.

Principal Accountant Fees

and Services.

Change in Auditor

In connection with the

Business Combination, on February 15, 2023, the Audit Committee approved the dismissal of Marcum LLP (“Marcum”) as our independent

registered public accounting firm, effective upon completion of Marcum’s audit of CENAQ’s consolidated financial statements

as of and for the year ended December 31, 2022, and the issuance of their report thereon (the “Auditor Change Effective Date”).

The management communicated the Audit Committee’s decision to Marcum on February 15, 2023.

Marcum’s report

of independent registered public accounting firm dated March 31, 2023, on the CENAQ financial statements as of December 31, 2022

and as of December 31, 2021, and the related statements of operations, changes in stockholders’ deficit and cash flows for year

ended December 31, 2022 and December 31, 2021, and the related notes to the financial statements did not contain any adverse opinion or

disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting

During the years ended

December 31, 2022 and December 31, 2021 and the subsequent period through March 31, 2023, there were no “disagreements” (as

that term is described in Item 304(a)(1)(iv) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange

Act”), and the related instructions to Item 304 of Regulation S-K under the Exchange Act) with Marcum on any matter of accounting

principles or practices, financial statement disclosures or audited scope or procedures, which disagreements if not resolved to Marcum’s

satisfaction would have caused Marcum to make reference to the subject matter of the disagreement in connection with its report.

the years ended December 31, 2022 and December 31, 2021 and the subsequent period through March 31, 2023, there have been no “reportable

events” (as defined in Item 304(a)(1)(v) of Regulation S-K under the Exchange Act), other than the material weakness in internal

controls identified by management related to the lack of ability to account for complex financial instruments, including the reevaluation

of the classification of the Class A Common Stock subject to possible redemptions, which resulted in the restatement of CENAQ’s

audited balance sheet dated August 17, 2021.

In addition, as part of such process, CENAQ identified a material weakness in internal control

relating to the over-allotment option for the quarter ended December 31, 2021, and a material weakness for improper recording of accrued

liabilities during the quarter ended June 30, 2022, which affected the quarter ended March 31, 2022.

An amended and restated Quarterly

Report on Form 10-Q for the quarter ended March 31, 2022 was filed with the SEC on August 26, 2022.

We previously provided

Marcum with a copy of the disclosures regarding the dismissal reproduced in this Annual Report on Form 10-K and received a letter from

Marcum addressed to the SEC stating that it agrees with the above statements.

This letter was filed as Exhibit 16.1 to our Current Report

on Form 8-K filed with the SEC on February 21, 2023.

February 15, 2023, the Board approved the engagement of Deloitte & Touche LLP (“Deloitte”) as its independent

registered public accounting firm, effective upon the Auditor Change Effective Date.

Deloitte previously served as the independent

registered public accounting firm of Intermediate prior to the Business Combination.

During the years ended December 31, 2022 and

2021 and the subsequent period through March 31, 2023 , neither the Company, nor anyone

on the Company’s behalf consulted with Deloitte, on behalf of the Company, regarding the application of accounting principles

to a specified transaction (either completed or proposed), the type of audit opinion that might be rendered on the Company’s

financial statements, or any matter that was either the subject of a “disagreement,” as defined in Item 304(a)(1)(iv) of

Regulation S-K, or a “reportable event,” as defined in Item 304(a)(1)(v) of Regulation S-K.

The following table represents aggregate fees

billed to us for the period from June 24, 2020 (inception) to December 31, 2020 and for the year ended December 31, 2021, by Marcum LLP,

our independent registered public accounting firm.

(inception) to

Audit-Related Fees

All Other Fees

Audit fees consist of fees billed for professional

services rendered for the audit of our year-end financial statements, reviews of our quarterly financial statements and services that

are normally provided by our independent registered public accounting firm in connection with regulatory filings.

The aggregate fees billed

for audit fees, inclusive of required filings with the SEC and for services rendered in connection with our initial public offering for

the year ended December 31, 2021, totaled $116,905.

There were no audit fees billed for the period from inception through December 31,

Our audit fees related to the December 31, 2021 financial statements are expected to be approximately $30,900.

billed to CENAQ for the years ended December 31, 2022 and 2021, by Marcum LLP, CENAQ’s independent registered public accounting

Year Ended December 31,

Audit Fees(1)

Audit-Related Fees(2)

Audit-related fees consist of fees billed for assurance and related

services that are reasonably related to performance of the audit or review of our year-end financial statements and are not reported under

“Audit Fees.” These services include attest services that are not required by statute or regulation and consultation concerning

financial accounting and reporting standards.

We did not pay Marcum LLP audit-related fees during the period from June 24, 2020 (inception)

through December 31, 2020 or for the year ended December 31, 2021.

Tax fees consist of fees billed for professional services relating

to tax compliance, tax planning and tax advice.

We did not pay Marcum LLP any tax fees during the period from June 24, 2020 (inception)

through December 31, 2020 or for the year ended December 31, 2021.

All Other Fees(2)

All other fees consist of fees billed for all other services.

not pay Marcum LLP for other fees during the period from June 24, 2020 (inception) through December 31, 2020 or for the year ended December

Pre-Approval Policy

Our audit committee was

formed upon the consummation of our IPO.

As a result, the audit committee did not pre-approve all of the foregoing services, although

any services rendered prior to the formation of our audit committee were approved by our board of directors.

Since the formation of our

audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit

services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit

services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

Exhibits, Financial Statements and

Financial Statement Schedules

The following documents are filed as part of this Report:

Consists of fees billed for professional services provided to CENAQ in connection with the audit of CENAQ’s annual financial statements, the review of its quarterly financial statements, as well as audit services that are normally provided by an independent registered public accounting firm in connection with statutory and regulatory filings or engagements for those fiscal years, such as statutory audits.

The audit fees also include fees for professional services provided in connection with CENAQ’s initial business combination, incurred during the fiscal year ended December 31, 2022, including consents and review of documents filed with the SEC.

CENAQ’s audit fees related to the December 31, 2022 financial statements are expected to be approximately $131,318.

CENAQ did not pay Marcum any audit-related fees for the years ended December 31, 2022 or 2021.

All fees described above

were pre-approved by the Audit Committee.

There were no services that were approved by the Audit Committee pursuant to Rule 2-01(c)(7)(i)(C) (relating

to the approval of a de minimis amount of non-audit services after the fact but before completion of the audit).

Pre-Approval Policies and Procedures

Our Audit Committee has adopted a policy and procedures

for the pre-approval of audit and non-audit services rendered by our independent registered public accounting firm.

The policy generally

pre-approves specified services in the defined categories of audit services, audit-related services and tax services and permissible non-audit

services subject to a de minimis exception.

Pre-approval may also be given as part of our Audit Committee’s approval of the scope

of the engagement of the independent auditor or on an individual, explicit, case-by-case basis before the independent auditor is engaged

to provide each service.

The pre-approval of services may be delegated to one or more of our Audit Committee’s members, but the

decision must be reported to the full Audit Committee at its next scheduled meeting.

Prior to the Business Combination, all of the

services listed in the table above provided by Marcum were pre-approved by CENAQ in accordance with its policies then in effect.

the Business Combination, all of the services listed in the table above provided by Deloitte were pre-approved by Verde Clean Fuels’

Audit Committee.

Verde Clean Fuels’ Audit Committee has determined that the rendering of services other than audit services by Deloitte

& Touche LLP is compatible with maintaining the principal accountant’s independence.

Exhibits, Consolidated Financial

Statement Schedules

following documents are filed as part of this Form 10-K:

(1) Consolidated

Financial Statements:

Index to Financial Statements

Report of Independent Registered Public Accounting

Firm (PCAOB ID 688)

Financial Statements

Balance Sheet as of December 31, 2021

Statement of Operations for the period from June 24, 2020 (inception)

through December 31, 2021

Statement of Changes in Stockholders’ Equity for the period from

June 24, 2020 (inception) through December 31, 2021

Statement of Cash Flows for the period from June 24, 2020 (inception)

through December 31, 2021

Notes to Financial Statements

Financial Statements Schedule

All financial statement

schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is

presented in the financial statements and notes beginning on F-1 on this Report.

and Supplementary Data.

(2) Consolidated

Financial Statement Schedules:

We hereby file as part of this Report the exhibits

listed in the attached Exhibit Index.

Exhibits which are incorporated herein by reference can be inspected and copied at the public reference

facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C.

Copies of such material can also be obtained

from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C.

20549, at prescribed rates or on the SEC website at

Incorporated by Reference

Filed/Furnished

Certificate of Incorporation.

S-1 333-253695

Amended and Restated Certificate of Incorporation.

S-1 333-253695

Second Amended and Restated Certificate of Incorporation.

S-1 333-253695

Third Amended and Restated Certificate of Incorporation.

S-1 333-253695

Certificate of Validation.

S-1 333-253695

Business Combination Agreement, dated as of August 12, 2022, by and among the Company, CENAQ, Holdings, OpCo and Sponsor.

Amendment No.

1 to the Business Combination Agreement, dated December 21, 2022 by and among CENAQ, OpCo, Holdings, Intermediate and Sponsor.

Fourth Amended and Restated Certificate of Incorporation of Verde Clean Fuels, Inc.

Amended and Restated Bylaws of Verde Clean Fuels, Inc.

Specimen Unit Certificate.

S-1 333-253695

Specimen Class A Common Stock Certificate.

S-1 333-253695

Specimen Warrant Certificate.

S-1 333-253695

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and CENAQ Energy Corp.

S-1 333-253695

Description of Securities of CENAQ Energy Corp.

Form of Letter Agreement among CENAQ Energy Corp.

Warrant Agreement between Continental Stock Transfer & Trust Company and CENAQ Energy Corp., dated August 17, 2021.

Description of Securities of Verde Clean Fuels, Inc.

Form of Verde Clean Fuels Indemnification Agreement

2023 Omnibus Incentive Plan

Letter Agreement, dated as of August 12, 2021, by and among CENAQ Energy Corp.

and its officers and directors and CENAQ Sponsor, LLC.

S-1 333-253695

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and CENAQ Energy Corp.

S-1 333-253695

Form of Registration Rights Agreement among CENAQ Energy Corp.

and certain security holders.

S-1 333-253695

Securities Subscription Agreement, dated December 31, 2020, between CENAQ Energy Corp.

and CENAQ Sponsor, LLC.

S-1 333-253695

Sponsor Warrants Purchase Agreement, dated March 1, 2021, between CENAQ Energy Corp.

and CENAQ Sponsor, LLC.

S-1 333-253695

Form of Underwriters Warrants Purchase Agreement between CENAQ Energy Corp.

and the Underwriters

S-1 333-253695

Form of Indemnity Agreement.

Promissory Note, dated December 31, 2020 issued to CENAQ Sponsor, LLC.

S-1 333-253695

Form of Letter Agreement between CENAQ Energy Corp.

and the Underwriters

S-1 333-253695

Form of Investment Agreement with Anchor Investors

S-1 333-253695

Amendment No.

1 to Sponsor Letter Agreement, dated as of October 26, 2022, by and among CENAQ Energy Corp.

and its officers and directors and CENAQ Sponsor, LLC.

Amendment No.

2 to Sponsor Letter Agreement, dated as of February 14, 2023, by and among CENAQ Energy Corp.

and its officers and directors and CENAQ Sponsor, LLC.

Incorporated by Reference

Filed/Furnished

Sponsor Agreement, dated as of August 12, 2022, by and among the Company, CENAQ, Holdings and Sponsor.

Underwriters Letter, dated as of August 12, 2022, by and among Intermediate, CENAQ, Holdings and the underwriters.

Form of Subscription Agreement.

Tax Receivable Agreement, dated February 15, 2023, by and among Verde Clean Fuels, Inc.

and the persons named therein.

A&R Registration Rights Agreement, dated February 15, 2023, by and among Verde Clean Fuels, Inc.

and the persons named therein.

OpCo A&R LLC Agreement, including any Certificates of Designations.

Lock-Up Agreement, dated as of August 12, 2022.

Equity Participation Right Agreement, dated as of February 13, 2023, by and among CENAQ, OpCo and Cottonmouth.

Lease Agreement, dated as of March 1, 2011, by and between Hillsborough Park, L.L.C.

and Primus Green Energy.

First Amendment to the Lease Agreement, dated as of June 16, 2015, by and between Hillsborough Park, L.L.C.

and Primus Green Energy (the “Lease Agreement”).

Second Amendment to the Lease Agreement, dated as of December 24, 2018, by and between Hillsborough Park, L.L.C.

and Primus Green Energy.

Third Amendment to the Lease Agreement, dated as of December, 2019 by and between Hillsborough Park, L.L.C.

and Primus Green Energy.

Fourth Amendment to the Lease Agreement, dated as of December 29, 2020, by and between Hillsborough Park, L.L.C.

and Bluescape Clean Fuels, LLC.

Fifth Amendment to the Lease Agreement, dated as of December 20, 2021, by and between Hillsborough Park, L.L.C.

and Bluescape Clean Fuels, LLC.

Sixth Amendment to the Lease Agreement, dated as of January 4, 2023, by and between Hillsborough Park, L.L.C.

and Bluescape Clean Fuels, LLC.

Promissory Note, dated February 15, 2023, issued to the CENAQ Sponsor by Verde Clean Fuels.

Letter from Marcum LLP to the SEC dated February 15, 2023.

List of subsidiaries.

Power of Attorney (included on signature pages of this Annual Report on Form 10-K).

Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Executive Officer Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Financial Officer Pursuant to 18 U.S.C.

Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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Inline XBRL Instance Document.

Inline XBRL Taxonomy Extension Schema Document.

3 unchanged sentences

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Inline XBRL for the cover page of this Annual Report on Form 10-K, included in the Exhibit 101 Inline XBRL Document Set.

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Schedules and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(b)(2).

The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

Form 10-K Summary

Pursuant to the requirements

of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned,

thereunto duly authorized.

Pursuant to the requirements of Section 13 or

15(d) of the Securities Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto

duly authorized.

March 31, 2023

CENAQ Energy Corp.

Russell Porter

Chief Executive Officer

Verde Clean Fuels, Inc.

/s/ Ernest Miller

Ernest Miller

Chief Executive Officer and Interim

Chief Financial Officer

(Principal Executive Officer)

POWER OF ATTORNEY

person whose individual signature appears below hereby authorizes and appoints J.

Russell Porter and Michael J.

Mayell, and each of them,

with full power of substitution and resubstitution and full power to act without the other, as his or her true and lawful attorney-in-fact

and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually and in each

capacity stated below, and to file any and all amendments to this Annual Report on Form 10-K and to file the same, with all exhibits

thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact

and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that

said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes may lawfully do or cause to be done

by virtue thereof.

Pursuant to the requirements

of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in

the capacities and on the dates indicated.

Russell Porter

Chief Executive Officer

March 29, 2022

Russell Porter

(Principal Executive Officer) and Director

/s/ Michael J.

Each person whose individual signature appears

below hereby authorizes and appoints Ernest Miller as his or her true and lawful attorney-in-fact and agent to act in his or her name,

place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file any

and all amendments to this Annual Report on Form 10-K and to file the same, with all exhibits thereto, and other documents in connection

therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power

and authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents or any

of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities

Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and

on the dates indicated.

/s/ Ernest Miller

Chief Executive Officer and Interim

Chief Financial Officer

March 31, 2023

(Principal Financial and Accounting Officer) and Director

Ernest Miller

(Principal Executive Officer,

Principal Financial Officer and

Principal Accounting Officer)

/s/ Ron Hulme

Chairman of the Board

March 31, 2023

/s/ Benjamin Francisco Salinas Sada

/s/ Martijn Dekker

March 31, 2023

Benjamin Francisco Salinas Sada

/s/ Denise DuBard

Martijn Dekker

/s/ Curtis Hébert, Jr.

March 31, 2023

Denise DuBard

/s/ Michael S.

Curtis Hébert, Jr.

/s/ Duncan Palmer

March 31, 2023

/s/ David Bullion

Duncan Palmer

/s/ Jonathan Siegler

March 31, 2023

David Bullion

Jonathan Siegler

March 31, 2023

/s/ Graham van’t Hoff

March 31, 2023

Graham van’t Hoff

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 9A. Controls and Procedures