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Item 1. Business

2026-03-27 compared with 2025-03-28 · 162 added, 152 removed, 215 unchanged (59% of the section changed)

Verde Clean Fuels, Inc.

(“we,” “us,” “our,” “Verde,” “Verde Clean Fuels” or the “Company”) is a clean fuels company focused on the deployment of our innovative and proprietary liquid fuels processing technology through development of commercial production plants.

Our synthesis gas ("syngas")-to-gasoline plus (STG+®) process converts syngas, derived from diverse feedstocks, into fully finished liquid fuels that require no additional refining.

Verde is currently focused on identifying and evaluating opportunities to convert associated natural gas into gasoline, which is expected to provide a market for such natural gas with the added potential benefits of flare mitigation and production of gasoline with a lower carbon intensity than conventional gasoline.

(“we,” “us,” “our,” “Verde,” “Verde Clean Fuels” or the “Company”) owns an innovative and proprietary gas-to-liquids processing technology capable of converting low-value or stranded feedstocks into higher-value clean transportation fuels.

Our synthesis gas (“syngas”)-to-gasoline plus (STG+®) process is designed to convert syngas, derived from a variety of feedstocks, including natural gas and biomass, into fully finished liquid fuels that require no additional refining.

The STG+® technology is engineered for industrial-scale deployment and intended to be delivered in standardized modular units.

The technology has been validated through a fully integrated demonstration plant that has completed over 10,000 hours of operation.

We are a Delaware corporation headquartered in Houston, Texas.

Our principal executive offices are located at 711 Louisiana St., Suite 2160, Houston, Texas 77002.

We also have a demonstration plant (the "demonstration plant") and office in Hillsborough, New Jersey.

We also have an office and demonstration plant in Hillsborough, New Jersey.

Our shares of Class A Common Stock and Public Warrants (each as defined below) are listed on the Nasdaq Capital Market ("Nasdaq") under the symbols “VGAS” and “VGASW,” respectively.

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Holdings is an affiliate of Bluescape Energy Partners, an alternative investment firm.

As of December 31, 2024, the Company is still in the process of developing its first commercial production facility and has not derived revenue from its principal business activities.

Our second largest stockholder is Cottonmouth Ventures, LLC (“Cottonmouth”).

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

(“Diamondback”), an independent oil and natural gas company.

As of December 31, 2025, we are still in the process of deploying our STG+ ® technology and have not derived revenue from our principal business activities.

“Clean” or “lower-carbon” as used to describe the Company’s products refers to lower carbon intensity (“CI”), lower lifecycle emissions, and lower quantity of greenhouse gas (“GHG”) emissions resulting directly from fuel combustion, relative to gasoline derived from petroleum refining.

“Renewable” as used in relation to the Company’s products refers to energy or fuel derived from biomass feedstock.

Recent Developments

On February 6, 2026, we announced the suspension of development of the Permian Basin Project (as defined below) primarily as a result of changing market conditions driven by increasing demand for natural gas in the Permian Basin.

On February 18, 2026, we announced a revised strategy to deploy our innovative and proprietary liquid fuels processing technology through capital-lite opportunities.

The shift in strategy is intended to identify the most effective pathways to commercialize the STG+® technology with a disciplined approach to capital allocation.

Related to our revised strategy, we have implemented and intend to continue implementing aggressive cost savings initiatives targeting a 50% reduction in costs in 2026 as compared to 2025.

In connection with this initiative, our Board of Directors has created a Restructuring Committee and appointed director Jonathan Siegler as the sole member of that committee.

The Restructuring Committee’s mandate includes overseeing all aspects of our revised strategy and evaluation of strategic alternatives while ensuring we remain fully NASDAQ-compliant.

In connection with our cost savings initiatives, we are streamlining our Board of Directors.

Related thereto, current directors Martijn Dekker and Dail St.

Claire will not be standing for re-election at the end of their term.

On March 20, 2026, we announced the appointment of George Burdette as Chief Executive Officer (“CEO”) and engagement of Roth Capital Partners (“Roth”) as financial advisor to assist the Company in evaluating strategic alternatives.

These announcements are part of the Company’s continued advancement of its previously announced restructuring and cost reduction initiatives.

Burdette succeeds Ernie Miller who is stepping down from his role as CEO to pursue another opportunity.

Miller will remain with the Company as a senior advisor.

Burdette, who has served as the Company’s Chief Financial Officer (“CFO”) since October 2024, will also continue in that role.

We acquired our STG+ ® technology from Primus Green Energy (“Primus”) in 2020, which was originally founded in 2007 and invested over $110 million in developing and demonstrating such technology, including the construction and operation of the demonstration plant.

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The demonstration plant began operations in 2013, completed over 10,000 hours of operation and is currently maintained in an idle state.

Our innovative and proprietary STG+ ® process converts syngas, derived from diverse feedstocks, such as natural gas or biomass, into fully finished liquid fuels.

Our process begins with syngas, consisting primarily of carbon monoxide and hydrogen, that is produced through conventional methods depending on the feedstock utilized.

Our process then compresses and passes the syngas through a series of four catalytic reactors in a proprietary sequence to produce fully finished liquid fuels.

Such fuels would be free of sulfur and benzene and require no additional refining.

The catalysts employed in our process are standard and widely available.

Our proposed commercial production plants would utilize readily available and well-known commercial process equipment components.

Furthermore, we will employ a modularized approach to design and build our proposed commercial production plants, with large sections, or modules, fabricated, assembled, and tested in an offsite fabrication shop.

The modules would then be transported to the plant site where they would be assembled and integrated with the balance of plant equipment.

As a result, our solution is modular and scalable, enabling us to competitively deploy commercial production plants in areas with abundant and low-cost feedstock.

Our STG+® process is designed to convert syngas into fully finished liquid fuels that require no additional refining.

Syngas can be produced using conventional processes from a variety of feedstocks, including natural gas and biomass, using established reforming or gasification technologies.

Our innovative and proprietary STG+® process compresses and passes syngas through a series of four catalytic reactors in a proprietary sequence operating in a continuous vapor-phase loop to produce fully finished liquid fuels.

The STG+® process utilizes fixed-bed catalytic reactors, minimal rotating equipment, and conventional refinery and gas-plant hardware, contributing to predictable catalyst cycles and steady-state continuous operation.

Because the process remains in the vapor phase throughout, it eliminates intermediate condensation, handling, purification, and re-vaporization steps typical of legacy methanol-to-gasoline technologies.

The catalysts employed in our process are standard and widely available through established commercial supply chains.

The STG+® process is capable of producing higher-value clean transportation fuels, including reformulated blendstock for oxygenate blending (“RBOB”) gasoline that is free of sulfur and benzene.

The gasoline produced is suitable to be considered a “drop-in” substitute for petroleum-derived gasoline and is designed to meet applicable [ASTM] specifications after standard downstream blending.

We have developed two different pathways to gasoline production, namely natural gas-to-gasoline and biomass-to-gasoline.

In each case, syngas is generated from the feedstock, which is then further refined through the STG+ ® process to produce reformulated blendstock for oxygenate blending (“RBOB”) gasoline.

The gasoline produced is suitable in quality to be considered a “drop-in” substitute to gasoline derived from petroleum refining.

When using natural gas as the feedstock, our technology provides an alternative use for natural gas that is stranded or would otherwise be vented or flared by converting such natural gas to RBOB gasoline.

In each case, syngas is generated from the feedstock, which is then processed into RBOB gasoline through the STG+® process.

Our STG+® process has also been adapted to produce methanol and may be adapted to produce other transportation fuels, which could include sustainable aviation fuel or renewable diesel.

Commercial production plants that utilize the STG+® technology face competition, including companies in the incumbent petroleum-based industry, as well as those in the emerging renewable fuels industry and others selling carbon credits as a commodity

In the gas-to-liquids (“GTL”) and methanol-to-gasoline (“MTG”) technology markets, we primarily compete with established Fischer-Tropsch (“FT”) technologies and other MTG-based processes.

Conventional FT technologies typically convert syngas into a broad distribution of hydrocarbons, including significant heavy wax fractions that require substantial downstream upgrading and refining infrastructure.

In the MTG-to-gasoline market specifically, there are only two other companies of which we are aware that have proprietary technologies designed to convert syngas or methanol into gasoline:

ExxonMobil Corporation (“Exxon”) and Topsoe A/S (“Topsoe”).

We expect that other market participants and/or emerging technologies may also present competition to us in the future.

Key differentiators of our STG+® technology relative to conventional FT and certain MTG technologies are as follows:

Continuous Vapor-Phase Design .

Our STG+® process operates in a continuous vapor-phase loop through a sequence of fixed-bed catalytic reactors.

We believe our continuous vapor-phase design may reduce intermediate processing steps and simplify plant configuration relative to certain legacy MTG technologies that require condensation and re-vaporization steps.

In addition, we believe our process may reduce equipment count and simplify plant configuration.

Fully Finished Liquid Fuels.

Our STG+® process is designed to selectively produce fully finished liquid fuels that require no additional refining.

This is distinctly different than conventional FT technologies, which typically produce a broad range of hydrocarbons, including heavy wax fractions that require substantial downstream upgrading and refining infrastructure.

Distributed Scale Application .

Commercial production plants that utilize the STG+® technology are expected to be operated on a smaller or "distributed" scale relative to traditional large scale GTL facilities.

We believe this distributed scale configuration may provide advantages when deployed near constrained or localized feedstock sources, such as stranded natural gas or biomass-derived feedstocks.

The STG+® technology is engineered for industrial-scale deployment and intended to be delivered in standardized modular units.

Key differentiators of our deployment model are as follows:

Standard Equipment .

Our STG+® process utilizes standard process equipment, including fixed-bed catalytic reactors, standard refinery and gas-plant hardware, and commercially available catalysts.

This approach is intended to support predictable catalyst cycles, steady-state continuous operation, and supply chain flexibility.

Modular Deployment .

Our STG+® technology is engineered for delivery in standardized modular units that can be fabricated and assembled offsite prior to installation.

This modular approach is intended to reduce construction complexity, improve schedule predictability, and enable scalable capacity expansion through replicable unit blocks.

Key Inputs and Suppliers

Commercial production plants that utilize the STG+® technology are not expected to be dependent on sole source or limited source suppliers for raw materials or chemicals.

The STG+® technology relies upon syngas as the primary input.

Syngas can be produced using conventional processes from a variety of feedstocks, including natural gas and biomass, using established reforming or gasification technologies.

Other key inputs to commercial production plants that utilize the STG+® technology include key utilities such as power and water.

When using natural gas as the feedstock, our process may provide an alternative use for natural gas that is stranded or would otherwise be vented or flared by converting such natural gas to RBOB gasoline.

Our technology generates in-basin demand for associated natural gas resulting from oil production, alleviating pipeline and takeaway constraints.

This enables oil and gas companies to transform surplus associated natural gas into a high-value marketable product while reducing carbon emissions.

When using biomass as the feedstock, our technology provides an alternative to landfill disposal of organic matter such as agricultural byproducts by converting such biomass to renewable gasoline.

This could enable oil and gas companies to transform surplus associated natural gas into a higher-value marketable product while reducing carbon emissions.

When using biomass as the feedstock, our process may provide an alternative to landfill disposal of organic matter such as agricultural byproducts by converting such biomass to renewable gasoline.

Our renewable gasoline, when paired with carbon capture and sequestration, represents a significant reduction in lifecycle carbon emissions as compared to the carbon emissions resulting from gasoline derived from petroleum refining.

Our renewable gasoline could also benefit from various federal and state carbon credit programs designed to incentivize reductions in lifecycle CI and GHG emissions.

While we are currently focused on pathways to gasoline production, we believe our STG+ ® process could also be applied to produce other fully finished liquid fuels, including methanol, renewable diesel, or sustainable aviation fuel.

Growth Strategy

We intend to grow our business by leveraging our competitive advantages in the design and implementation of small-scale modular facilities that can be situated in proximity to renewable feedstock or natural gas sources.

We believe we have a number of avenues to achieve our growth objectives:

Construction and Development of Commercial Production Plants

A critical step in our success will be the successful construction and operation of the first commercial production plant using our STG+® technology.

Concurrent with the Business Combination, Diamondback Energy, Inc (“Diamondback”) through its wholly-owned subsidiary, Cottonmouth Ventures LLC (“Cottonmouth"), made a $20 million equity investment in Verde and entered into an equity participation right agreement pursuant to which Verde must grant Cottonmouth the right to participate and jointly develop facilities in the Permian Basin utilizing Verde’s STG+® technology for the production of gasoline derived from economically disadvantaged natural gas feedstocks.

Diamondback is an independent oil and natural gas company headquartered in Midland, Texas, focused on the acquisition, development, exploration and exploitation of unconventional, onshore oil and natural gas reserves in the Permian Basin in West Texas.

The production of gasoline from natural gas sourced from the Permian Basin is designed to allow Diamondback to mitigate the flaring of natural gas while also producing a high-margin product from natural gas streams that are subject to being price disadvantaged compared to other natural gas basins.

In August 2023, we announced a non-binding carbon dioxide management agreement with Carbon TerraVault JV HoldCo, LLC focused on carbon capture and sequestration development with respect to a potential renewable gasoline production facility in Kern County, California, to produce renewable gasoline from biomass and other agricultural waste feedstock.

To date, there has been no material progress with respect to this potential project and there is no assurance that this project will materialize.

In February 2024, Verde and Cottonmouth entered into a joint development agreement (the “JDA”) for the proposed development, construction, and operation of a facility to produce commodity-grade gasoline using natural gas feedstock supplied from Diamondback’s operations in the Permian Basin.

The JDA provides a pathway forward for the parties to reach final definitive documents and final investment decision (“FID”).

The JDA frames the contracts contemplated to be entered into between the parties, including an operating agreement, ground lease agreement, construction agreement, license agreement and financing agreements as well as conditions precedent to close such as FID.

We expect that the proposed facility, which is to be located in the Permian Basin (the "Permian Basin Project"), could serve as a template for additional natural gas-to-gasoline projects throughout the Permian Basin and other pipeline-constrained basins in the U.S., as well as addressing flared or stranded natural gas opportunities internationally.

In December 2024, we entered into a Class A Common Stock Purchase Agreement with Cottonmouth (the “Purchase Agreement"), pursuant to which we agreed to issue and sell to Cottonmouth in a private placement an aggregate of 12,500,000 shares (the “PIPE Shares”) of our Class A common stock, par value $0.0001 ("“Class A Common Stock"”), at a price of $4.00 per share for an aggregate purchase price of $50,000,000 (the “PIPE Investment”).

Closing of the PIPE Investment occurred on January 29, 2025.

We expect to use the proceeds from the PIPE Investment to further the development and construction of potential natural gas-to-gasoline production plants in the Permian Basin and for other general corporate purposes.

“Management’s Discussion and Analysis of Financial Condition and Results of

Operations – Recent Developments” and Note 15 in the accompanying Consolidated Financial Statements for further information.

We plan to grow our business by building and operating a portfolio of commercial production plants.

In addition to the Permian Basin Project that may be jointly developed with Cottonmouth, we have identified potential opportunities to produce gasoline from natural gas in other pipeline-constrained production areas as well as opportunities to produce renewable gasoline from biomass in locations with access to suitable feedstock, carbon sequestration, and markets.

Expansion of Commercial Operations and Customer Base

We believe there are growth opportunities utilizing our technology for the production of gasoline derived from existing locations with economically disadvantaged natural gas, flared natural gas and stranded natural gas feedstocks.

We also plan to achieve growth through the expansion of our in-process projects as the facilities are expanded or otherwise begin to produce renewable gasoline.

We also intend to license our technology in places where we do not anticipate deploying our own capital.

Additionally, we intend to expand internationally to regions interested in our STG+® process, like the European Union and United Kingdom, and may enter relationships with other businesses to expand our operations and to create service networks to support our production and delivery of renewable gasoline.

Establishing and Maintaining Relationships with Key Strategic Partners

We have established, maintained and managed strategic relationships with certain key strategic partners, including Cottonmouth, who have the resources to promote mutually beneficial business relationships and grow our business.

To expand our business, we plan to continue to identify and evaluate development and partnership opportunities and other suitable and scalable business relationships.

Other Important Relationships

In June 2024, the Company entered into a contract with Chemex Global, LLC (“Chemex”), a Shaw Group company (“Shaw Group”), for a front-end engineering and design (“FEED”) study related to the Permian Basin Project.

Assuming the Permian Basin Project achieves FID, Chemex would also be expected to perform engineering, procurement, and construction (“EPC”) services.

The EPC contractor will be an important strategic relationship for Verde to support the strategy of engineering a system once and building many with minimal changes.

Koch Modular Process Systems, LLC (“Koch”) is expected to be an important EPC subcontractor and equipment manufacturer.

Koch specializes in the design and manufacturing of modular mass transfer systems, which we intend to employ to design and build our proposed commercial production plants.

The STG+® process also utilizes standard process equipment and commercially available catalysts, which can be sourced from a variety of suppliers.

Intellectual Property

We own or have rights to use the intellectual property associated with the STG+® technology.

We have a portfolio of patents that protect key aspects of our STG+® technology related to our ability to produce commodity-grade gasoline from syngas and the specific fuel composition produced by our proprietary systems.

We hold patents related to such key aspects of our STG+® technology in the U.S.

as well as 14 other jurisdictions.

We actively manage and maintain our patent portfolio to preserve and extend protection of our intellectual property where

Patents related to our ability to produce commodity-grade gasoline from syngas are generally valid through 2031 and patents related to the specific fuel composition produced by our proprietary systems are generally valid through 2033.

Our current strategy is focused on the deployment of our STG+® technology through capital-lite opportunities.

Such opportunities include licensing technology and providing engineering, technical, and operational services to customers to enable them to build, own, and operate commercial production plants that utilize the STG+® technology.

We had previously been focused on the deployment of our STG+® technology through development of capital-intensive commercial production plants.

The shift in strategy is intended to identify the most effective pathways to commercialize the STG+® technology with a disciplined approach to capital allocation.

Related to our revised strategy, announced on February 18, 2026, we have implemented and intend to continue implementing aggressive cost savings initiatives.

Related to the change in strategy, we have eliminated roles related to the development of capital-intensive commercial production plants that are no longer aligned with our current operating plan.

Potential customers for the liquid fuels produced at commercial production plants that utilize the STG+® technology include fuel refiners, importers, distributors, blenders, retailers, and trading organizations.

Such customers may be obligated by clean fuel standards or regulations to purchase physical volumes of renewable fuel.

Potential customers that may develop commercial production plants that utilize the STG+® technology include consumers of the liquid fuels that would be produced as well as energy companies, project developers, and industrial operators.

Commercial production plants that utilize the STG+® technology could also derive value from environmental attributes associated with renewable fuels.

For example, certain gasoline produced from renewable feedstock, such as cellulosic biomass, qualifies under the federal renewable fuel standard (“RFS”) for a D3 renewable identification number ("RIN"), a renewable fuel credit based, in part, on GHG intensity.

Similarly, we believe that gasoline produced in this fashion may qualify for various state carbon programs including California’s low carbon fuel standard ("LCFS").

The availability and value of environmental attributes are subject to potential changes in regulatory environment and market conditions.

Relationships

Our primary stockholder is Holdings.

Holdings is an affiliate of Bluescape Energy Partners, an alternative investment firm.

Diamondback .

Our second largest stockholder is Cottonmouth.

Cottonmouth is a wholly-owned subsidiary of Diamondback, an independent oil and natural gas company.

In June 2024, we entered into a contract with Chemex Global, LLC (“Chemex”), a Shaw Group company (“Shaw”), for a front-end engineering and design (“FEED”) study related to the Permian Basin Project (defined below).

The FEED study was completed in December 2025;

however, the Permian Basin Project was suspended in February 2026.

We believe the FEED study will continue to be useful as we explore other opportunities to deploy the STG+® technology.

Koch Modular .

Koch Modular Process Systems, LLC (“Koch Modular”) specializes in the design and manufacturing of modular mass transfer systems for the chemical process industry.

Koch Modular was engaged to design standardized modular units for the STG+® technology for the Permian Basin Project.

We believe the standardized modular units designed will continue to be useful as we explore other opportunities to deploy the STG+® technology.

Formation, Business Combination and Related Transactions

On February 15, 2023 (the “Closing Date”), we consummated (the "Closing") a business combination (the "Business Combination") pursuant to that certain business combination agreement, dated as of August 12, 2022 (“Business Combination Agreement”), by and among CENAQ Energy Corp.

(“CENAQ”), a Delaware corporation, Verde Clean Fuels OpCo, LLC, a Delaware limited liability company and a wholly owned subsidiary of CENAQ (“OpCo”), Holdings, Bluescape Clean Fuels Intermediate Holdings, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Holdings (“Intermediate”), and CENAQ Sponsor LLC (“Sponsor”).

On February 15, 2023 (the “Closing Date”), we consummated (the "Closing") a business combination (the "Business Combination") pursuant to a business combination agreement, dated as of August 12, 2022 (“Business Combination Agreement”), by and among CENAQ Energy Corp.

(“CENAQ”), a Delaware corporation, Verde Clean Fuels OpCo, LLC,

a Delaware limited liability company and a wholly owned subsidiary of CENAQ (“OpCo”), Holdings, Bluescape Clean Fuels Intermediate Holdings, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Holdings (“Intermediate”), and CENAQ Sponsor LLC (“Sponsor”).

Immediately upon the completion of the Business Combination, CENAQ was renamed as "Verde Clean Fuels, Inc."

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(ii) (A) CENAQ contributed to OpCo (1) all of its assets (excluding its interests in OpCo and the aggregate amount of cash required to satisfy any exercise by CENAQ stockholders of their Redemption Rights (as defined below)) and (2) 22,500,000 newly issued shares of Class C Common Stock (such shares, the “Holdings Class C Shares”) and (B) in exchange therefor, OpCo issued to CENAQ a number of Class A common units of OpCo (the “Class A OpCo Units”) equal to the number of total shares of Class A Common Stock issued and outstanding immediately after the consummation of the transactions (the “Transactions”) contemplated by the Business Combination Agreement (such transactions, the “SPAC Contribution”);

and (iii) immediately following the SPAC Contribution, (A) Holdings contributed to OpCo 100%

of the issued and outstanding limited liability company interests of Intermediate and (B) in exchange therefor, OpCo transferred to Holdings (1) 22,500,000 Class C common units of OpCo (the “Class C OpCo Units” and, together with the Class A OpCo Units, the “OpCo Units”) and (2) the Holdings Class C Shares (such transactions, the "Holdings Contribution").

and (iii) immediately following the SPAC Contribution, (A) Holdings contributed to OpCo 100% of the issued and outstanding limited liability company interests of Intermediate and (B) in exchange therefor, OpCo transferred to Holdings (1) 22,500,000 Class C common units of OpCo (the “Class C OpCo Units” and, together with the Class A OpCo Units, the “OpCo Units”) and (2) the Holdings Class C Shares (such transactions, the "Holdings Contribution").

Additionally, the following transactions occurred in connection with the Business Combination:

• The issuance and sale of 3,200,000 shares of Class A Common Stock for a purchase price of $10.00 per share (Holdings purchased 800,000 of these shares of Class A Common Stock), for an aggregate purchase price of $32,000,000, in a private placement (the “PIPE Financing”);

• An aggregate of $158.8 million was paid from the CENAQ trust account to holders of 15,403,880 shares of Class A Common Stock that exercised their redemption rights (“Redemption Rights”) and the balance of $19,031,516 of proceeds from CENAQ’s trust account related to non-redeeming holders of 1,846,120 shares of Class A Common Stock were released from trust and delivered to Verde Clean Fuels as part of the Business Combination;

• An aggregate of $158.8 million was paid from the CENAQ trust account to holders of 15,403,880 shares of Class A Common Stock that exercised their redemption rights (“Redemption Rights”) and the balance of $19,031,516 of proceeds from CENAQ’s trust account related to non-redeeming holders of 1,846,120 shares of Class A Common Stock was released from trust and delivered to Verde Clean Fuels as part of the Business Combination;

• We repaid $3,750,000 of capital contributions made by Holdings and paid $10,043,793 of transaction expenses including deferred underwriting fees of $1,700,000;

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Upon the occurrence of Triggering Event I within the Earn Out Period, an aggregate of 1,750,000 Class C OpCo Units and a corresponding 1,750,000 shares of Class C Common Stock will be transferred to Holdings, and upon the occurrence of Triggering Event II within the Earn Out Period, an aggregate of 1,750,000 Class C OpCo Units and a corresponding 1,750,000 shares of Class C Common Stock will be transferred to Holdings.

If there is a Company Sale during the Earn Out Period pursuant to which the Company or any of its holders of Class A Common Stock have the right to receive consideration implying a value per share of Class A Common Stock that is greater than or equal to the applicable price specified in the Triggering Events, any Earn Out Equity that has not previously transferred will be deemed to have been transferred immediately prior to the closing of such Company Sale, and Holdings will be eligible to participate in such Company Sale with respect to the Earn Out Equity deemed transferred on the same terms, and subject to the same conditions, as apply to the holders of Class A Common Stock generally.

deemed transferred on the same terms, and subject to the same conditions, as apply to the holders of Class A Common Stock generally.

Upon consummation of a Company Sale, the Earn Out Period will terminate and Holdings will have no further right to receive or earn the Earn Out Equity other than in accordance with the Triggering Events, with respect to such Company Sale;

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The Business Combination was not treated as a change in control of Intermediate.

This determination reflects Holdings holding a majority of the voting power of Verde Clean Fuels, Intermediate’s pre-Business Combination operations being the majority post-Business Combination operations of Verde Clean Fuels, and Intermediate’s management team retaining similar roles at Verde Clean Fuels.

team retaining similar roles at Verde Clean Fuels.

Further, Holdings continues to control the Company's Board of Directors (the "Board" or "Board of Directors") through its majority voting rights.

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On the Closing Date, in connection with the consummation of the Business Combination, 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”).

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.

Pursuant to the Tax Receivable Agreement, Verde Clean Fuels is required to pay each TRA Holder 85% of the amount of realized tax benefit, 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 realize in certain circumstances in periods after the Closing Date 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 U.S.

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The Payment Cap would not be reduced or offset by any amounts previously paid under the Tax Receivable Agreement or any amounts that are required to be paid (but have not yet been paid) for the year in which the change of control occurs or any prior years.

Intellectual Property

As of December 31, 2024, we held 28 patents globally, including 8 patents in the U.S., and had 3 pending patent applications globally.

These patents, filed across 14 jurisdictions, including the U.S., protect key aspects of our technology, including the STG+® process, our proprietary method for converting syngas into gasoline.

We believe our intellectual property rights are important assets for our success, providing a significant competitive advantage, and we aggressively protect these rights to maintain our competitive advantage in the market.

patents expire on dates ranging from 2032 through 2039.

We regularly review our development efforts to assess the existence and patentability of new technology and inventions, and we are prepared to file additional patent applications when we determine it would benefit our business to do so.

We own or have adequate rights to use the intellectual property associated with the STG+® technology.

Approximately 17 patents or patent applications in our patent portfolio support and protect our ability to produce commodity-grade gasoline from syngas, 14 patents or patent applications relate to the specific fuel composition produced by our proprietary systems and certain claims of our patents relate potential future enhancements to our technology.

We manage our patent portfolio to maximize the lifecycle of protecting our intellectual property and various components and aspects of our system are protected by patents that will expire at staggered times.

Market Opportunity

Cottonmouth and Permian Basin Project

Concurrent with the Business Combination, Cottonmouth made a $20 million equity investment in Verde and entered into an equity participation right agreement pursuant to which Verde granted Cottonmouth the right to participate and jointly develop facilities in the Permian Basin utilizing Verde’s STG+® technology for the production of gasoline derived from economically disadvantaged natural gas feedstocks.

Cottonmouth is a wholly-owned subsidiary of Diamondback, an independent oil and natural gas company.

In February 2024, Verde and Cottonmouth entered into a joint development agreement (the “JDA”) related to the proposed development, construction, and operation of a natural gas-to-gasoline plant in the Permian Basin utilizing Verde's STG+® technology and associated natural gas from Diamondback's operations (the "Permian Basin Project").

The JDA frames the contracts contemplated to be entered into between the parties and outlines the conditions precedent for the parties to enter into definitive documents and achieve final investment decision (“FID”) to proceed with the Permian Basin Project.

The JDA conditions precedent include finalizing applicable project contracts, obtaining necessary permits, obtaining project financing on terms satisfactory to each party, and receiving FID by each party.

In December 2024, we entered into a Class A Common Stock Purchase Agreement with Cottonmouth (the “Purchase Agreement"), pursuant to which we agreed to issue and sell to Cottonmouth in a private placement an aggregate of 12,500,000 shares (the “PIPE Shares”) of our Class A common stock, par value $0.0001 (“Class A Common Stock”), at a price of $4.00 per share for an aggregate purchase price of $50,000,000 (the “PIPE Investment”).

Closing of the PIPE Investment occurred on January 29, 2025.

Proceeds from the PIPE Investment were intended to further the development and construction of potential natural gas-to-gasoline production plants in the Permian Basin and for other general corporate purposes.

In February 2026, the Company suspended development of the Permian Basin Project primarily as a result of changing market conditions driven by increasing demand for natural gas in the Permian Basin.

For the year ended December 31, 2025, the Company recorded an impairment of the full carrying value of its construction in progress assets related to the Permian Basin Project.

See Notes 4, 5, 7 and 14 in the accompanying consolidated financial statements for further information.

Demand for Renewable and Lower-Carbon Gasoline

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Based on the Fuel Institute’s “Life Cycle Analysis Comparison, 2022,” a single conventional ICE vehicle is accountable for approximately 66 tons of CO2 over a 200,000-mile life, which includes 5 tons of CO2 generated from the manufacturing process, 12 tons of CO2 generated from the production and processing of the oil and gasoline fuel used in the vehicle and 48 tons of CO2 generated from vehicle emissions.

We estimate that an ICE vehicle utilizing renewable gasoline produced using our STG+® process with carbon sequestration would be accountable for approximately negative 81 tons of CO2 over a 200,000-mile life, which includes five tons of CO2 generated from the manufacturing process, negative 134 tons of CO2 from the production of the renewable gasoline fuel used in the vehicle and 48 tons of CO2

generated from vehicle emissions.

We estimate that an ICE vehicle utilizing renewable gasoline produced using our STG+® process with carbon sequestration would be accountable for approximately negative 81 tons of CO2 over

a 200,000-mile life, which includes five tons of CO2 generated from the manufacturing process, negative 134 tons of CO2 from the production of the renewable gasoline fuel used in the vehicle and 48 tons of CO2 generated from vehicle emissions.

As a result, we estimate that an ICE vehicle running solely on renewable gasoline produced using our STG+® process with carbon sequestration would account for over 200% less CO2 emissions over its lifecycle than the same vehicle running on traditional hydrocarbon-based gasoline.

Our traditional competitors in the renewable fuel market include companies in the incumbent petroleum-based industry, as well as those in the emerging renewable fuels industry and others selling carbon credits as a commodity.

Our direct competitors are limited.

There are only two other companies of which we are aware that also have their own technology to convert syngas into renewable gasoline:

ExxonMobil Corporation (“Exxon”) and Topsoe A/S (“Topsoe”).

Although Exxon’s chemistry process is similar to ours, Exxon has historically focused on larger scale projects and markets.

Topsoe, although it also focuses on larger scale projects, only licenses its technology and processes to others and does not produce renewable liquid hydrocarbons.

We expect other market participants to emerge as competitors in the future.

We believe our technology, scale, and development capabilities are the competitive strengths that differentiate us from our competition.

Utilizing biomass through a gasifier to produce syngas, our proprietary STG+® process can efficiently and economically convert syngas to gasoline.

We plan to design our facilities to use modular construction and to operate at a scale that makes the use of renewable feedstocks viable.

We believe that when using biomass as a feedstock, our ability to design facilities on a smaller scale gives us a competitive advantage, because we are able to deploy equipment to the feedstock rather than being required to build a large central facility.

Our analysis suggests that the economies of scale that may benefit a larger facility are lost with the increased logistics and materials handling costs that come with the larger supply radius required to feed a large-scale facility.

Our process remains in a vapor phase throughout resulting in a lower piece-count and, therefore, lower capital cost.

We expect that emerging technologies in the future may also present competition to us.

Raw Materials and Suppliers

We plan to use renewable feedstocks, such as biomass, and other feedstocks, such as natural gas, to produce our renewable or lower-carbon gasoline.

We plan on contracting with various suppliers for renewable feedstocks, and intend to work with other commercial waste companies, agricultural industry participants and landowners to source our renewable feedstocks and maintain an established supply of product inputs.

Additionally, to lower feedstock costs and maximize the ease of access to sufficient feedstock volumes for commercial production, we intend to develop future commercial production plants in locations near biomass, natural gas or other feedstock sources.

We do not intend to be dependent on sole source or limited source suppliers for any of our raw materials or chemicals.

Additionally, as we intend to rely on various suppliers for the catalysts we use in our STG+® process, we do not expect to be dependent on a sole source for our supply of catalysts.

With RBOB as our product, we are able to market to a broad range of potential counterparties including refiners and importers of gasoline, distributors, blenders, retailers and trading organizations, among others.

We intend to enter into offtake agreements with creditworthy counterparties with terms that are acceptable to lenders and us as support for our project financing.

Renewable Gasoline.

We transitioned into the renewable energy industry after applying our STG+® technology to focus on renewable inputs, expanding our potential customer base beyond the natural gas sector and traditional gasoline consumers in this space.

Our potential customers will generally include companies obligated to purchase physical volumes of renewable fuel under the RFS program, such as refiners, blenders, fuel distributors and retailers and marketers, as well as trading shops.

We have a strategic partnership with Cottonmouth to develop natural gas-to-gasoline facilities in the Permian Basin.

We believe that these facilities will create a higher-value sales channel for natural gas producers by converting economically disadvantaged natural gas into high value gasoline.

Verde believes that similar strategic partnerships can be formed in other natural gas constrained basins such as the Appalachian Basin, the Williston Basin, and the Uinta Basin.

These opportunities are not limited to producing basins in the United States.

The Company expects to find similar opportunities globally.

Carbon Credits.

Expanding the application of our STG+® technology could also expand how we can create revenue opportunities.

The value of our operations could include carbon credits derived from converting waste and other bio-feedstocks into a single, finished fuel, which can have value.

For example, certain gasoline produced from renewable

feedstock, such as cellulosic biomass, qualifies under the federal renewable fuel standard (“RFS”) for a D3 renewable identification number, a renewable fuel credit based, in part, on GHG intensity (“RIN”).

Similarly, we believe that gasoline produced in this fashion could also qualify for various state carbon programs including California’s low carbon fuel standard ("LCFS").

However, as with other government programs, the use requirements of the RFS program and similar state-level programs are subject to change, which could impact potential opportunities.

Regulatory Environment

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Environmental Protection Agency (the "EPA") administers the RFS program with volume requirements for several categories of renewable fuels, which volume requirements are established through a notice-and-comment rulemaking process intended to occur at least 14 months prior to the year in which the volume will be required.

In July 2023 (as corrected in August 2023), EPA issued its latest final rule that establishes the biofuel volume requirements for 2023 to 2025.

In July 2023 (as corrected in August 2023), the EPA issued its latest final rule that establishes the biofuel volume requirements for 2023 to 2025.

Importantly, these most recent volume requirements include a steady growth of biofuels for 2023, 2024 and 2025.

EPA is expected to issue its next notice of proposed rulemaking for the RFS program in 2025.

In June 2025, the EPA issued a proposed rule, “Renewable Fuel Standard (RFS) Program:

Standards for 2026 and 2027, Partial Waiver of 2025 Cellulosic Biofuel Volume Requirement, and Other Changes.” The final rule is currently under interagency review with the Office of Management and Budget (the “OMB”).

Business—Environmental, Social and Governance—Sustainability” for more information.

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• The federal Water Pollution Control Act (also referred to as the “Clean Water Act”) imposes restrictions and controls on the discharge of pollutants into navigable waters.

These controls have become more stringent over the years, and it is possible that additional restrictions may be imposed in the future.

These controls have become more stringent over the

years, and it is possible that additional restrictions may be imposed in the future.

Permits must be obtained to discharge pollutants into state and federal waters.

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• The CAA and associated state laws and regulations restrict the emission of air pollutants from many sources, including facilities involved in manufacturing biofuels.

New facilities are generally required to obtain permits

before operations can commence, and new or existing facilities may be required to incur certain capital expenditures to install air pollution control equipment in connection with obtaining and maintaining operating permits and approvals.

New facilities are generally required to obtain permits before operations can commence, and new or existing facilities may be required to incur certain capital expenditures to install air pollution control equipment in connection with obtaining and maintaining operating permits and approvals.

Federal and state regulatory agencies can impose administrative, civil, and criminal penalties for non-compliance with permits or other requirements of the CAA and associated state laws and regulations.

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• The Inflation Reduction Act of 2022 (the “IR Act”) provides for, among other things, a new clean hydrogen production tax credit, a new credit for sustainable aviation fuel, credits for the production and purchase of electric vehicles, expanding eligibility for and increasing the value of the carbon capture and sequestration credit, extending the biodiesel, renewable diesel and alternative fuels tax credit, funding biofuel refueling infrastructure and providing additional funding for working lands conservation programs for farmers.

The IR Act could have many potential impacts on our business that we are continuing to evaluate, including new opportunities to access production tax credits, carbon sequestration credits, and other benefits, which could result in changes in the configuration of the plant, and could slightly delay commercial operation.

In January 2025, President Trump issued an executive order directing an immediate pause on the disbursement of funds appropriated through the Infrastructure Investment and Jobs Act and the IR Act.

However, in January 2025, President Trump issued an executive order directing an immediate pause on the disbursement of funds appropriated through the Infrastructure Investment and Jobs Act (the "IIJ Act") and the IR Act.

This pause on disbursements is subject to ongoing legal challenges.

Furthermore, the IR Act may be subject to attempts to amend or repeal, including through Congressional budget reconciliation.

The full impact of these actions and next steps remains uncertain at this time.

Further, on July 4, 2025, the One Big Beautiful Bill Act (the "OBBB Act"), through Congressional budget reconciliation was signed into law by President Trump.

The OBBB Act made significant changes to the IR Act and rescinded unobligated funds that the IIJ Act has appropriated.

The OBBB Act could have several potential impacts on our business that we are continuing to evaluate, including new opportunities to access production tax credits and carbon sequestration credits.

We may be required to obtain certain permits to construct and operate our facilities, including those related to air emissions, solid and hazardous waste management and water quality.

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In July 2023 (as corrected in August 2023), EPA issued a final rule that establishes the biofuel volume requirements for 2023 to 2025.

EPA is expected to issue its next notice of proposed rulemaking for the RFS program in 2025.

As noted above, the final rule for biofuel volume requirements for 2026 and 2027 are currently under interagency review with the OMB.

The EPA calculates a blending standard annually based on estimates of gasoline usage from the EIA.

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We anticipate that our renewable gasoline and other future products will benefit from the RFS program.

However, as stated above, the use requirements of the RFS program or state programs could change, which may impact our products and harm our ability to operate profitably.

However, as stated above, the use

requirements of the RFS program or state programs could change, which may impact our products and harm our ability to operate profitably.

Business—Environmental, Social and Governance—Sustainability" for more information.

Environmental, Social and Governance (“ESG”)

Sustainability .

Climate change continues to attract considerable public and scientific attention.

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Department of Agriculture and the Department of Energy.

We have participated in carbon lifecycle studies to validate the scoring of our CI, which we define as the quantity of GHG emissions associated with producing, distributing, and consuming a fuel, per unit of fuel energy and reduced lifecycle emissions (the GHG emissions associated with the production, distribution, and consumption of a fuel) of our renewable

gasoline as well as fuel, blending and engine testing to validate the specification and performance of our gasoline product.

Our CI score is based on an analysis styled after the Department of Energy’s Greenhouse gases Regulated Emissions, and Energy use in Technologies (“GREET”) lifecycle analysis.

We believe our gasoline produced from renewable feedstock, such as biomass, would qualify under the RFS program for a D3 RIN, which could have significant value.

Similarly, gasoline produced from our process may also qualify for various state carbon programs, including California’s LCFS.

Similarly, gasoline produced from our process may qualify for various state carbon programs, including California’s LCFS.

The RFS program is a federal policy that requires a certain volume of renewable fuel to replace or reduce the quantity of petroleum-based transportation fuel, heating oil or aviation fuel.

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Advanced pathways already approved include ethanol made from sugarcane, jet fuel made from camelina, cellulosic ethanol made from corn stover, compressed natural gas from municipal wastewater treatment facility digesters and others.

We believe our fuel will qualify for Pathway M.

We believe our fuel may qualify for Pathway M.

Lifecycle GHG reduction comparisons are based on a 2005 petroleum baseline as mandated by EISA.

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The EPA continues to review and approve new pathways, including for fuels made with advanced technologies or with new feedstocks.

Certain biofuels, such as our renewable gasoline, are similar enough to gasoline or diesel that they do not

have to be blended, but can be simply “dropped in” to existing petroleum-based fuels.

Certain biofuels, such as our renewable gasoline, are similar enough to gasoline or diesel that they do not have to be blended, but can be simply “dropped in” to existing petroleum-based fuels.

These drop-in biofuels directly replace petroleum-based fuels and hold particular promise for the future.

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Cellulosic waiver credits (“CWCs”) have historically been offered at a price determined by a formula in the Energy Act.

Obligated Parties had the option of purchasing CWCs plus an advanced RIN in lieu of blending cellulosic biofuel or obtaining a cellulosic RIN.

Obligated Parties had the option of

purchasing CWCs plus an advanced RIN in lieu of blending cellulosic biofuel or obtaining a cellulosic RIN.

As a result, CWCs, in some cases, set a ceiling for cellulosic RIN prices.

However, in the EPA’s July 2023 rule (as corrected in August 2023), EPA interpreted its authority in setting RIN volumes for 2023 through 2025 (which, for the first time were not set forth in statute) so as to preclude it from issuing CWCs in those years, absent a future waiver of EPA-established cellulosic standards.

The EPA is expected to issue its next notice of proposed rulemaking for the RFS program in 2025.

In November 2021, the U.S.

Infrastructure Investment and JOBS Act was signed into law that includes $65 billion in funding for power and grid investments.

As noted above, the final rule for biofuel volume requirements for 2026 and 2027 are currently under interagency review with the OMB.

In November 2021, the IIJ Act was signed into law that includes $65 billion in funding for power and grid investments.

This includes investments in grid reliability and resiliency as well as clean energy technologies such as carbon capture, hydrogen and advanced nuclear, including small modular reactors.

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The order also requires that federally owned buildings produce no net emissions by 2045 and that each federal agency achieve 100% zero-emission vehicle acquisitions by 2035.

In January 2025, President Trump issued an executive order directing an immediate pause on the disbursement of funds appropriated through the Infrastructure Investment and Jobs Act and the IR Act.

In January 2025, President Trump issued an executive order directing an immediate pause on the disbursement of funds appropriated through the IIJ Act and the IR Act.

This pause on disbursements is subject to ongoing legal challenges.

Furthermore, the IR Act may be subject to attempts to amend or repeal, including through Congressional budget reconciliation.

The full impact of these actions and next steps remains uncertain at this time.

Efforts have been made and continue to be made in the international community toward the adoption of international treaties or protocols intended to address

global climate change issues.

Furthermore, on July 4, 2025, the OBBB Act, was signed into law by President Trump.

The OBBB Act made significant changes to the IR Act and rescinded unobligated funds that the IIJ Act has appropriated..

Efforts have been made and continue to be made in the international community toward the adoption of international treaties or protocols intended to address global climate change issues.

These include the Paris Agreement (an international agreement from the 21st Conference of the Parties ("COP") of the United Nations Framework Convention on Climate Change that is aimed at addressing climate change with member countries agreeing to nationally determine their contributions and set GHG emission reduction goals every five years, and the Global Methane Pledge, a pact that aims to reduce global methane emissions at least 30% below 2020 levels by 2030, including “all feasible reductions” in the energy sector.

Since its formal launch at the 26th COP, over 150 countries have joined the pledge.

At the 27th COP, the EPA’s supplemental proposed rule to reduce methane

emissions from existing oil and gas sources was announced and the U.S.

At the 27th COP, the EPA’s supplemental proposed rule to reduce methane emissions from existing oil and gas sources was announced and the U.S.

agreed, in conjunction with the European Union and a number of other partner countries, to develop standards for monitoring and reporting methane emissions to help create a market for low methane intensity natural gas.

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In April 2024, the SEC issued an administrative stay of the implementation of the rules, pending judicial review.

Accordingly, we cannot predict whether the rules will be implemented as finalized, when they will become effective, if at all, nor the costs of implementation or any potential resulting adverse impacts.

Investor Pressures

The effects of climate change, including extreme weather events and rising temperature and the increased health and socio-economic stability of at-risk populations, have increased public focus on reducing GHGs and moving toward reduced carbon energy solutions.

Because of this, we see environmentally conscious policies, initiatives and businesses growing in value and preference among certain stakeholders.

For example, certain segments of the investor community have enhanced their consideration of ESG factors during the investment process and/or shifted their portfolios away from carbon-intensive assets.

In addition, a number of large integrated energy companies have set decarbonization strategies and diversified into different forms of carbon-free and carbon-reduced energy.

In March 2025, the SEC voted to cease defending the rules in court.

Accordingly, we cannot predict whether the rules will be implemented as finalized, when they may become effective, if at all, nor the costs of implementation or any potential resulting adverse impacts.

Human Capital Resources

As of December 31, 2025, our workforce consisted of 12 employees and 4 contractors.

In February 2026, we announced a revised strategy and elimination of roles related to the development of capital-intensive commercial production plants that

are no longer aligned with our current operating plan.

As of March 27, 2026, our workforce consisted of 9 employees and 3 contractors.

Our workforce is mostly concentrated in proximity to our offices in Houston, Texas and Hillsborough, New Jersey.

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Available Information

Our internet website address is www.verdecleanfuels.com.

Our website address is www.verdecleanfuels.com.

We furnish or file with the SEC our Annual Reports on Form 10-K, our Quarterly Reports on Form 10-Q, and our Current Reports on Form 8-K.

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In addition, corporate governance information, including our corporate governance guidelines and code of ethics, is also available on our investor relations website under the heading “Governance Documents.” Information contained on, or accessible through, our website is not incorporated by reference into this Annual Report or any of our other filings with the SEC.

The SEC also maintains an Internet website that contains reports, proxy statements and other information about issuers, like us, that file electronically with the SEC.

The address of that website is www.sec.gov.

The SEC also maintains an website that contains reports, proxy statements and other information about issuers, like us, that file electronically with the SEC.

The SEC website address is www.sec.gov.

Emerging Growth Company and Smaller Reporting Company Status

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Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

We have irrevocably opted out of this exemption from new or revised accounting standards and, therefore, will be subject to the same new or revised accounting standards as other public companies that are not emerging growth

As a result, our financial statements may not be comparable to other emerging growth companies that elect to take advantage of the extended transition period.

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We are also a “smaller reporting company” as defined in the Exchange Act and may continue to be a smaller reporting company even after we are no longer an emerging growth company.

We may take advantage of certain of the scaled disclosures and reporting requirements available to smaller reporting companies until the fiscal year following the determination that our voting and non-voting common stock held by non-affiliates is $250 million or more measured on the last business day of our second fiscal quarter, or our annual revenues $100 million or more during the most recently completed fiscal year and our voting and non-voting common stock held by non-affiliates is $700 million or more measured on the last business day of our second fiscal quarter.

We may take advantage of certain of the scaled disclosures and reporting requirements available to smaller reporting companies until the fiscal year following the determination that our voting and non-voting common stock held by non-affiliates is $250 million or more measured on the last business day of our second fiscal quarter, or our annual revenues are $100 million or more during the most recently completed fiscal year and our voting and non-voting common stock held by non-affiliates is $700 million or more measured on the last business day of our second fiscal quarter.

Controlled Company Status

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

What changed 10-K

Item 1. Business