What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-11-14 compared with 2025-08-13 · 125 added, 115 removed, 543 unchanged (31% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts) September 30,

2025 December 31,

25 unchanged sentences

Stockholders’ equity

Class A common stock, par value $ 0.0001 per share, 22,049,621 and 9,549,621 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively

Class C common stock, par value $ 0.0001 per share, 22,500,000 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively

Class A common stock, par value $ 0.0001 per share, 22,049,621 and 9,549,621 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively

Class C common stock, par value $ 0.0001 per share, 22,500,000 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively

Additional paid in capital 63,429 37,503

7 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

September 30, Nine Months Ended

September 30,

(in thousands, except share and per share amounts) 2025 2024 2025 2024

General and administrative expenses $ 2,752 $ 2,694 $ 8,844 $ 8,472

3 unchanged sentences

Loss before income taxes ( 2,230 ) ( 2,494 ) ( 7,455 ) ( 7,868 )

Income tax (benefit) expense ( 28,200 ) ( 13,866 ) 24,800 ( 13,866 )

Income tax expense (benefit) 104 - 129 ( 14 )

Net loss $ ( 2,334 ) $ ( 2,494 ) $ ( 7,584 ) $ ( 7,854 )

8 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Condensed Consolidated Statement of Stockholders’ Equity for the Three Months Ended June 30, 2025

Condensed Consolidated Statement of Stockholders’ Equity for the Three Months Ended September 30, 2025

(in thousands, except share and per share amounts) Class A

Common Class C

4 unchanged sentences

Shares Values Shares Values

Balance – March 31, 2025 22,049,621 $ 2,205 22,500,000 $ 2,250 $ 62,246,109 $ ( 28,503,797 ) $ 33,996,136 $ 67,742,903

Balance – June 30, 2025 22,049,621 $ 2 22,500,000 $ 2 $ 62,797 $ ( 29,764 ) $ 32,710 $ 65,747

Share-based compensation - - - - 632 - - 632

Equity offering cost adjustment - - - - 55,987 - - 55,987

Net loss - - - - - ( 1,155 ) ( 1,179 ) ( 2,334 )

Balance – June 30, 2025 22,049,621 $ 2,205 22,500,000 $ 2,250 $ 62,797,055 $ ( 29,763,927 ) $ 32,710,267 $ 65,747,850

Condensed Consolidated Statement of Stockholders’ Equity for the Three Months Ended June 30, 2024

Balance – September 30, 2025 22,049,621 $ 2 22,500,000 $ 2 $ 63,429 $ ( 30,919 ) $ 31,531 $ 64,045

Condensed Consolidated Statement of Stockholders’ Equity for the Three Months Ended September 30, 2024

(in thousands, except share and per share amounts) Class A

Common Class C

4 unchanged sentences

Shares Values Shares Values

Balance – March 31, 2024 9,428,797 $ 943 22,500,000 $ 2,250 $ 35,673,145 $ ( 24,695,101 ) $ 15,973,323 $ 26,954,560

Conversion of restricted stock units 120,824 12 - - ( 12 ) - - -

Balance – June 30, 2024 9,549,621 $ 1 22,500,000 $ 2 $ 36,051 $ ( 25,599 ) $ 13,931 $ 24,386

Share-based compensation - - - - 401 - - 401

Rebalancing of ownership percentage for issuance of Class A shares - - - - 114,903 - ( 114,903 ) -

Net loss - - - - - ( 778 ) ( 1,716 ) ( 2,494 )

Balance – June 30, 2024 9,549,621 $ 955 22,500,000 $ 2,250 $ 36,050,663 $ ( 25,598,808 ) $ 13,930,407 $ 24,385,467

Balance – September 30, 2024 9,549,621 $ 1 22,500,000 $ 2 $ 36,452 $ ( 26,377 ) $ 12,215 $ 22,293

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Condensed Consolidated Statement of Stockholders’ Equity for the Six Months Ended June 30, 2025

Condensed Consolidated Statement of Stockholders’ Equity for the Nine Months Ended September 30, 2025

(in thousands, except share and per share amounts) Class A

Common Class C

10 unchanged sentences

Net loss - - - - - ( 3,662 ) ( 3,922 ) ( 7,584 )

Balance – June 30, 2025 22,049,621 $ 2,205 22,500,000 $ 2,250 $ 62,797,055 $ ( 29,763,927 ) $ 32,710,267 $ 65,747,850

Balance – September 30, 2025 22,049,621 $ 2 22,500,000 $ 2 $ 63,429 $ ( 30,919 ) $ 31,531 $ 64,045

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Condensed Consolidated Statement of Stockholders’ Equity for the Six Months Ended June 30, 2024

Condensed Consolidated Statement of Stockholders’ Equity for the Nine Months Ended September 30, 2024

(in thousands, except share and per share amounts) Class A

Common Class C

9 unchanged sentences

Net loss - - - - - ( 2,454 ) ( 5,400 ) ( 7,854 )

Balance – June 30, 2024 9,549,621 $ 955 22,500,000 $ 2,250 $ 36,050,663 $ ( 25,598,808 ) $ 13,930,407 $ 24,385,467

Balance – September 30, 2024 9,549,621 $ 1 22,500,000 $ 2 $ 36,452 $ ( 26,377 ) $ 12,215 $ 22,293

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended

Nine Months Ended

September 30,

(in thousands) 2025 2024

Cash flows from operating activities:

12 unchanged sentences

Cash flows from investing activities:

Purchases of property, plant and equipment ( 2,019,809 ) ( 552,300 )

Reimbursement of capital expenditures 1,467,882 -

Additions to property, plant and equipment ( 4,458 ) ( 1,445 )

Reimbursements of development costs in accordance with the JDA 2,971 994

Net cash used in investing activities ( 1,487 ) ( 451 )

12 unchanged sentences

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – THE COMPANY

(in thousands, except share and per share amounts)

NOTE 1 – NATURE OF BUSINESS AND BASIS OF PRESENTATION

Verde Clean Fuels, Inc.

17 unchanged sentences

Prior to the Business Combination, and up to the Closing Date, Verde Clean Fuels, previously CENAQ Energy Corp., was a special purpose acquisition company (“SPAC”) incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements included in the Company’s Annual Report on Form 10-K filed on March 28, 2025 and are presented in conformity with accounting principles generally accepted in the United States of America (“U.S.

These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements included in the Company’s Annual Report on Form 10-K filed on March 28, 2025 and are presented in conformity with accounting principles generally accepted in the United States of America (“U.S.

GAAP”) and pursuant to the rules and regulations of the U.S.

2 unchanged sentences

The results of operations for an interim period may not give a true indication of results for a full year.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Risks and Uncertainties

The Company is currently in the development stage and has not yet commenced principal operations or generated revenue.

The development of the Company’s projects are subject to a number of risks and uncertainties including, but not limited to, the receipt of the necessary permits and regulatory approvals, commodity price risk impacting the decision to go forward

with the projects, and the availability and ability to obtain the necessary financing for the construction and development of projects.

The development of the Company’s projects are subject to a number of risks and uncertainties including, but not limited to,

the receipt of the necessary permits and regulatory approvals, commodity price risk impacting the decision to go forward with the projects, and the availability and ability to obtain the necessary financing for the construction and development of projects.

The Company’s ability to develop and operate commercial production plants, as well as expand production at future commercial production plants, is subject to many risks beyond its control, including regulatory developments, construction risks, and global and regional macroeconomic developments.

15 unchanged sentences

• Maricopa Renewable Fuels I, LLC.

The Company has reclassified certain comparative amounts to conform to the current period presentation.

These reclassifications had no effect on the reported results of operations.

All intercompany balances and transactions have been eliminated in consolidation.

14 unchanged sentences

Additionally, the Company’s investments held in a short-term money market fund are not guaranteed by the FDIC.

As of June 30, 2025 and December 31, 2024, the Company had not experienced losses on these accounts, and management believes the Company is not exposed to significant risks on such accounts.

As of September 30, 2025 and December 31, 2024, the Company had not experienced losses on these accounts, and management believes the Company is not exposed to significant risks on such accounts.

Accounts Receivable – Other

3 unchanged sentences

Measurement of Credit Losses on Financial Instruments”, the Company’s accounts receivable are required to be presented at the net amount expected to be collected through an allowance for credit losses that are expected to occur over the life of the remaining life of the asset, rather than incurred losses.

The Company considers the amounts due from Cottonmouth to be fully collectible and, accordingly, there was no allowance for credit losses recorded by the Company as of June 30, 2025 and December 31, 2024.

The Company considers the amounts due from Cottonmouth to be fully collectible and, accordingly, there was no allowance for credit losses recorded by the Company as of September 30, 2025 and December 31, 2024.

Other Current Assets

As of December 31, 2024, other current assets included $ 470 of deferred equity issuance costs in connection with the Company’s issuance of shares of its Class A common stock to Cottonmouth in January 2025.

There were no deferred equity issuance costs as of June 30, 2025, as deferred equity issuance costs were recorded within additional paid-in capital for the six months ended June 30, 2025 as a reduction to the proceeds received from the issuance of the Class A common stock to Cottonmouth.

There were no deferred equity issuance costs as of September 30, 2025, as deferred equity issuance costs were recorded within additional paid-in capital for the nine months ended September 30, 2025 as a reduction to the proceeds received from the issuance of the Class A common stock to Cottonmouth.

See Note 3 for further information.

1 unchanged sentence

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures” (“ASC 820”), approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.

The fair values of cash, restricted cash, cash equivalents, receivables, prepaid expenses, accounts payable and accrued expenses are estimated to approximate their respective carrying values as of June 30, 2025 and December 31, 2024 due to the short-term maturities of such instruments.

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures” (“ASC 820”), approximates the carrying amounts represented in the Condensed Consolidated Balance Sheets, primarily due to their short-term nature.

The fair values of cash, restricted cash, cash equivalents, receivables, prepaid expenses, accounts payable and accrued expenses are estimated to approximate their respective carrying values as of September 30, 2025 and December 31, 2024 due to the short-term maturities of such instruments.

In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value.

18 unchanged sentences

Diluted loss per share of Class A common stock is computed by dividing net loss attributable to Class A common stockholders by the weighted-average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive securities.

Antidilutive instruments, including outstanding warrants, stock options, certain restricted stock units (“RSUs”) and Sponsor earn out shares, were excluded from diluted earnings per share for the three and six months ended June 30, 2025 and 2024 because the inclusion of such instruments would be anti-dilutive.

Antidilutive instruments, including outstanding warrants, stock options, certain restricted stock units (“RSUs”) and Sponsor earn out shares, were excluded from diluted earnings per share for the three and nine months ended September 30, 2025 and 2024 because the inclusion of such instruments would be anti-dilutive.

As a result, diluted net loss per share of common stock is the same as basic net loss per share of common stock for all periods presented.

16 unchanged sentences

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2025 and December 31, 2024.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2025 and December 31, 2024.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

11 unchanged sentences

Cost reimbursements from project participants related to construction in progress assets are recorded as an offset to the construction in progress assets.

Upon entry into the JDA with Cottonmouth, the Company determined that the Permian Basin Project (as defined in Note 3) was probable and began capitalizing associated directly identifiable costs as construction in progress assets, net of reimbursements received.

See Notes 3 and 4 for further information.

Maintenance and repairs are charged to expense as incurred, and improvements that increase the useful life of the asset are capitalized.

When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gain or loss is recorded in the accompanying unaudited Condensed Consolidated Statements of Operations in the period realized.

When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gain or loss is recorded in the unaudited Condensed Consolidated Statements of Operations in the period realized.

Indefinite-Lived Intangible Assets

6 unchanged sentences

Fair value is determined primarily using the estimated cash flows discounted at a rate commensurate with the risk involved.

During the three and six months ended June 30, 2025 and 2024, the Company did not record any impairment charges.

During the three and nine months ended September 30, 2025 and 2024, the Company did not record any impairment charges.

Intangible Assets

1 unchanged sentence

In performing this analysis, macroeconomic conditions, industry and market conditions are considered in addition to current and forecasted financial performance, entity-specific events and changes in the composition or carrying amount of net assets.

During the three and six months ended June 30, 2025 and 2024, the Company did not record any impairment charges.

During the three and nine months ended September 30, 2025 and 2024, the Company did not record any impairment charges.

The Company accounts for leases under ASC 842, “Leases” (“ASC 842”).

The core principle of this standard is that a lessee should recognize the assets and liabilities that arise from leases by recognizing in the condensed consolidated balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset (“ROU asset”) representing the lessee’s right to use, or control the use of, the underlying asset for the lease term.

In accordance with the guidance of ASC 842, leases are classified as finance or operating leases, and both types of leases are recognized on the condensed consolidated balance sheet.

The core principle of this standard is that a lessee should recognize the assets and liabilities that arise from leases by recognizing a liability to make lease payments (the lease liability) and a right-of-use asset (“ROU asset”) representing the lessee’s right to use, or control the use of, the underlying asset for the lease term.

In accordance with the guidance of ASC 842, leases are classified as finance or operating leases, and both types of leases are recognized on the Condensed Consolidated Balance Sheets.

Certain lease arrangements may contain renewal options.

68 unchanged sentences

Early adoption is permitted.

The Company is currently evaluating the impact that ASU 2023-09 will have on its condensed consolidated financial statements.

The Company is currently evaluating the impact that ASU 2023-09 will have on the unaudited condensed consolidated financial statements.

In March 2024, the SEC issued Release No.

7 unchanged sentences

Furthermore, in June 2025, the SEC issued a notice that it was withdrawing several proposed rulemakings, including the SEC’s 2022 proposal titled “Enhanced Disclosures by Certain Investment Advisers and Investment Companies About Environmental, Social, and Governance Investment Practices.” The Company is currently monitoring the status of Release No.

33-11275 and is evaluating the impact that the release would have on its condensed consolidated financial statements.

33-11275 and is evaluating the impact that the release would have on the unaudited condensed consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) – Disaggregation of Income Statement Expenses” (“ASU 2024-03”), which requires additional disclosure about specified categories of expenses included in relevant expense captions presented on the income statement.

4 unchanged sentences

The Company considers the applicability and impact of all ASUs issued by the FASB.

There are no other accounting pronouncements which have been issued but are not yet effective that would have a material impact on the condensed consolidated financial statements when adopted.

There are no other accounting pronouncements which have been issued but are not yet effective that would have a material impact on the unaudited condensed consolidated financial statements when adopted.

NOTE 3 – RELATIONSHIP WITH COTTONMOUTH AND PERMIAN BASIN PROJECT

1 unchanged sentence

and is a wholly-owned subsidiary of Diamondback, 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.

As of June 30, 2025, the Company and Cottonmouth are advancing development activities related to the Permian Basin Project, including the FEED study (each as defined below).

As of September 30, 2025, the Company and Cottonmouth are advancing development activities related to the Permian Basin Project, including the FEED study (each as defined below).

See Notes 1, 4 and 6 for further information.

6 unchanged sentences

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.

In connection with entering into the JDA and the commencement of FEED, the Company began to incur development costs with respect to the project.

Under the terms of the JDA, 65 % of the approved development costs incurred by the Company (which includes the FEED costs) are reimbursed by Cottonmouth.

In connection with entering into the JDA and the commencement of the FEED study, the Company began to incur development costs with respect to the project.

Under the terms of the JDA, 65 % of the approved development costs incurred by the Company (which include costs associated with the FEED study) are reimbursed by Cottonmouth.

See Notes 4 and 6 for further information.

Second Investment

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

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

In connection with the closing of the PIPE Investment, on January 29, 2025, (i) Cottonmouth and the Company amended the Existing Equity Participation Right Agreement to remove certain preemptive rights with respect to the Company’s equity securities granted to Cottonmouth under the Existing Equity Participation Right Agreement and (ii) the Company entered into a second amended and restated registration rights agreement with Cottonmouth and the other parties thereto, which amended and restated that certain amended and restated registration rights agreement, dated February 15, 2023, by

and among the Company and certain stockholders named therein (the “Existing Registration Rights Agreement”), to add Cottonmouth as a party to the Existing Registration Rights Agreement.

which amended and restated that certain amended and restated registration rights agreement, dated February 15, 2023, by and among the Company and certain stockholders named therein (the “Existing Registration Rights Agreement”), to add Cottonmouth as a party to the Existing Registration Rights Agreement.

Additionally, in connection with the consummation of the transactions contemplated by the Purchase Agreement, the Company amended and restated its fourth amended and restated certificate of incorporation (the “Restated Charter”).

2 unchanged sentences

NOTE 4 – PROPERTY, PLANT AND EQUIPMENT

Major classes of property, plant, and equipment are as follows:

The Company's major classes of property, plant and equipment are as follows:

(in thousands) As of

September 30,

2025 December 31,

Construction in progress $ 2,245,700 $ 1,028,900

Construction in progress, net $ 3,316 $ 1,029

Computers, office equipment and hardware 42 34

4 unchanged sentences

Property, plant and equipment, net $ 3,382 $ 1,096

The Company's construction in progress assets are comprised of capitalized FEED costs, net of amounts reimbursable by Cottonmouth in accordance with the JDA.

The Company's construction in progress assets as of June 30, 2025 are comprised of capitalized FEED costs of $ 6,414,100 , net of amounts reimbursable by Cottonmouth of $ 4,168,400 .

See Note 3 for further information.

As of September 30, 2025, the Company’s construction in progress assets were comprised of $ 9,293 of capitalized development costs (which include costs associated with the FEED study) related to the Permian Basin Project, net of $ 5,977 of costs reimbursable by Cottonmouth in accordance with the JDA.

See Notes 3 and 6 for further information.

NOTE 5 - ACCRUED LIABILITIES

Accrued liabilities consist of the following:

June 30, 2025 December 31, 2024

The Company’s accrued liabilities are as follows:

(in thousands) As of

September 30, 2025 December 31, 2024

Accrued compensation $ 468 $ 331

3 unchanged sentences

Accrued excise tax liability - 978

Accrued income taxes 91 -

Other accrued expenses 33 62

5 unchanged sentences

The excise tax is imposed on the repurchasing corporation itself, not its stockholders from which shares are repurchased.

The amount of the excise tax is generally 1 % of the fair market value of the shares repurchased at the time of the repurchase.

The amount of repurchases applicable to the excise tax can be reduced by the fair market value of any

issuances at the time of issuance that occurred during the year, as well as certain exceptions provided by the U.S.

The amount of the excise tax is generally 1 % of the fair market value of the shares repurchased at the time of

the repurchase.

The amount of repurchases applicable to the excise tax can be reduced by the fair market value of any issuances at the time of issuance that occurred during the year, as well as certain exceptions provided by the U.S.

Department of the Treasury.

As of December 31, 2024, the Company had recorded an accrual for an excise tax liability of $ 978 .

During the six months ended June 30, 2025, the accrued excise tax liability was paid in full.

During the nine months ended September 30, 2025, the accrued excise tax liability was paid in full.

NOTE 6 – RELATED PARTY TRANSACTIONS

8 unchanged sentences

Also in June 2024, the parent organization of Holdings, through a separate subsidiary, made an unrelated preferred equity investment in the Shaw Group and, in connection with the investment, Jonathan Siegler, a Company director, was appointed as a director of the Shaw Group.

Total FEED study costs incurred as of June 30, 2025, net of reimbursement from Cottonmouth, were $ 2,245,700 and are recorded to Construction in Progress within Property, Plant and Equipment, Net on the Company’s unaudited Condensed Consolidated Balance Sheets.

The Company’s construction in progress assets are comprised of capitalized development costs related to the Permian Basin Project, net of amounts reimbursable by Cottonmouth in accordance with the JDA.

As of September 30, 2025, the Company’s construction in progress assets were primarily related to costs associated with the FEED study.

See Notes 3 and 4 for further information.

Five Star Clean Fuels

A subsidiary of the Company is a party to a letter agreement with Five Star Clean Fuels LLC, formerly known as Arb Clean Fuels Management LLC (“FSCF”), whereby it granted FSCF certain non-exclusive rights to utilize the STG+® technology and agreed to enter into mutually acceptable to be negotiated agreements related to a potential site in Odessa, Texas.

To date, there have been no material developments with respect to this arrangement, nor has the Company received any consideration from FSCF or incurred any expense in connection therewith.

A subsidiary of the Company is a party to a letter agreement with Five Star Clean Fuels LLC, formerly known as Arb Clean Fuels Management LLC (“FSCF”).

The letter agreement purports to grant FSCF certain non-exclusive rights to utilize the STG+® technology and reflects an intent to enter into mutually acceptable to be negotiated agreements related to a potential site in Odessa, Texas.

As of September 30, 2025, there have been no material developments with respect to this arrangement, nor has the Company received any consideration from FSCF or incurred any material expense in connection therewith.

Martijn Dekker, a Company director, is an officer and director of FSCF and his affiliate has an ownership interest in FSCF.

4 unchanged sentences

Office space is leased to provide adequate workspace for all employees.

Lease costs for the Company’s operating leases are presented below.

Statements of Operations Three Months Ended

June 30, Six Months Ended

The Company’s operating leases are as follows:

(in thousands) Statements of Operations Three Months Ended

September 30, Nine Months Ended

September 30,

Lease Cost Classification 2025 2024 2025 2024

2 unchanged sentences

Total operating lease cost $ 142 $ 134 $ 424 $ 372

Supplemental information related to the Company’s operating lease arrangements was as follows:

Six Months Ended

Supplemental information related to the Company’s operating lease arrangements are as follows:

(in thousands) Nine Months Ended

September 30,

Operating lease – supplemental information 2025 2024

2 unchanged sentences

Discount rate – operating leases 7.50 % 7.50 %

The Company had a restricted cash balance of $ 100,000 as of June 30, 2025 and December 31, 2024.

The restricted cash balance is maintained in support of a letter of credit.

As of September 30, 2025 and December 31, 2024, the Company had restricted cash of $ 100 .

The Company's restricted cash is maintained in support of a letter of credit.

Contingencies

The Company is not party to any litigation.

As of September 30, 2025 and December 31, 2024, the Company was not party to any litigation and has not recorded any contingent liabilities.

NOTE 8 – STOCKHOLDERS’ EQUITY

10 unchanged sentences

The Earn Out Equity was issued in connection with the Business Combination on February 15, 2023.

Holdings earn out shares are neither issued nor outstanding as of June 30, 2025 as the performance requirements for vesting were not achieved.

All Sponsor Shares granted in connection with the Business Combination were issued and outstanding as of June 30, 2025 and December 31, 2024.

Holdings earn out shares are neither issued nor outstanding as of September 30, 2025 as the performance requirements for vesting were not achieved.

All Sponsor Shares granted in connection with the Business Combination were issued and outstanding as of September 30, 2025 and December 31, 2024.

Sponsor Shares subject to forfeiture pursuant to the above terms that do not vest in accordance with such terms shall be forfeited.

1 unchanged sentence

The Company records compensation expense related to share-based compensation arrangements within general and administrative expenses.

The total compensation expense incurred related to the Company’s equity-based compensation plans was $ 494,959 and $ 911,509 for the three and six months ended June 30, 2025, respectively, and was $ 262,627 and $ 511,328 for the three and six months ended June 30, 2024, respectively.

No related income tax benefits were recognized during the three and six months ended June 30, 2025 and 2024.

The total compensation expense incurred related to the Company’s equity-based compensation plans was $ 632 and $ 1,543 for the three and nine months ended September 30, 2025, respectively, and was $ 401 and $ 912 for the three and nine months ended September 30, 2024, respectively.

No related income tax benefits were recognized during the three and nine months ended September 30, 2025 and 2024.

Stock Options

10 unchanged sentences

Discount for lack of marketability zero

During the six months ended June 30, 2025, the Company had changes in stock options as follows:

During the nine months ended September 30, 2025, the Company had changes in stock options as follows:

options Weighted

4 unchanged sentences

Forfeited / expired ( 192,288 ) $ 5.99 -

Outstanding as of June 30, 2025 5,950,499 $ 6.47 6.1

Unvested as of June 30, 2025 4,497,650 $ 5.93 6.4

Exercisable as of June 30, 2025 28,843 $ 5.99 -

As of June 30, 2025, there were 4,956,240 options granted to employees and officers outstanding, of which 3,943,953 were unvested, and 994,259 options granted to non-employee directors outstanding, of which 553,697 were unvested.

Outstanding as of September 30, 2025 5,921,656 $ 6.47 5.9

Unvested as of September 30, 2025 4,483,397 $ 5.93 6.1

Exercisable as of September 30, 2025 820,253 $ 5.99 5.7

As of September 30, 2025, there were 4,927,397 options granted to employees and officers outstanding, of which 3,929,700 were unvested, and 994,259 options granted to non-employee directors outstanding, of which 553,697 were unvested.

See Note 2 for further information.

2 unchanged sentences

In May 2024, the Company settled 120,824 of the vested RSUs through issuance of 120,824 shares of Class A common stock.

As of June 30, 2025, the Company has not yet settled 20,832 of the vested RSUs, as the awardee elected to defer receipt.

As of September 30, 2025, the Company has not yet settled 20,832 of the vested RSUs, as the awardee elected to defer receipt.

The Company includes the vested and deferred RSUs within weighted-average shares outstanding for the computation of basic and diluted loss per share.

See Note 2 for further information.

See Notes 2 and 10 for further information.

Incentive Units

13 unchanged sentences

The Company continues to evaluate the conditions related to the Founder Incentive Units.

As of June 30, 2025, such conditions continue to not have been met.

As of September 30, 2025, such conditions continue to not have been met.

See Note 6 for further information.

NOTE 9 – WARRANTS

There were 15,383,263 warrants outstanding as of June 30, 2025 (the "Warrants").

There were 15,383,263 warrants outstanding as of September 30, 2025 (the “Warrants”).

Each Warrant entitles the registered holder to purchase one share of Class A common stock at a price of $ 11.50 per share, subject to adjustment as discussed below.

2 unchanged sentences

If that exemption, or another exemption, is not available, holders will not be able to exercise their Warrants on a cashless basis.

In the event of such cashless exercise, each holder would pay the exercise price by

surrendering the Warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the Warrants, multiplied by the difference between the exercise price of the Warrants and the “fair market value” (defined below) by (y) the fair market value.

The “fair market value” for this purpose will mean the average reported last sale price of the shares of Class A common stock for the five trading days ending on the trading day prior to the date of exercise.

In the event of such cashless exercise, each holder would pay the exercise price by surrendering the Warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the Warrants, multiplied by the difference between the exercise price of the Warrants and the “fair market value” (defined below) by (y) the fair market value.

“fair market value” for this purpose will mean the average reported last sale price of the shares of Class A common stock for the five trading days ending on the trading day prior to the date of exercise.

The Warrants will expire on February 15, 2028, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

5 unchanged sentences

If and when the Warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

No Warrants were exercised during the three and six months ended June 30, 2025 and 2024.

No Warrants were exercised during the three and nine months ended September 30, 2025 and 2024.

NOTE 10 – LOSS PER SHARE

2 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

September 30, Nine Months Ended

September 30,

(in thousands, except share and per share amounts) 2025 2024 2025 2024

Net loss attributable to Verde Clean Fuels, Inc.

7 unchanged sentences

However, securities that could potentially be dilutive are excluded from the computation of diluted earnings per share when a loss from continuing operations exists or when the exercise price exceeds the average closing price of the Company’s Class A common stock during the period, because their inclusion would result in an anti-dilutive effect on per share amounts.

As of September 30, 2025, the Company has not yet settled 20,832 of the vested RSUs, as the awardee elected to defer receipt.

The Company includes the vested and deferred RSUs within weighted-average shares outstanding for the computation of basic and diluted loss per share.

See Notes 8 and 10 for further information.

The following amounts were not included in the calculation of net loss per diluted share for the periods presented because their effects were anti-dilutive:

As of June 30,

As of September 30,

Warrants 15,383,263 15,383,263

6 unchanged sentences

See Note 6 for further information.

(2) Excludes 20,832 of vested and deferred RSUs outstanding as of June 30, 2025.

Such shares are included within weighted-average shares outstanding for the computation of basic and diluted loss per share.

See Note 8 for further information.

Noncontrolling Interests

As of December 31, 2024, the ownership interests of the Class A common stockholders and the NCI were 29.80 % and 70.20 %, respectively.

As of June 30, 2025, the ownership interests of the Class A common stockholders and the NCI were 49.49 % and 50.51 %, respectively.

The change in ownership interests was due to the issuance of Class A common stock to Cottonmouth during the six months ended June 30, 2025.

As of September 30, 2025, the ownership interests of the Class A common stockholders and the NCI were 49.49 % and 50.51 %, respectively.

The change in ownership interests was due to the issuance of Class A common stock to Cottonmouth during the nine months ended September 30, 2025.

See Note 3 for further information.

NOTE 11 – INCOME TAX

As of June 30, 2025, the Company holds 49.49 % of the economic interest in OpCo, which is treated as a partnership for U.S.

As of September 30, 2025, the Company holds 49.49 % of the economic interest in OpCo, which is treated as a partnership for U.S.

federal income tax purposes.

3 unchanged sentences

federal income taxes, in addition to state and local income taxes, with respect to its distributive share of the net taxable income (loss) and any related tax credits of OpCo.

Intermediate was historically and remains a disregarded subsidiary of a partnership for U.S.

Federal income tax purposes.

As a direct result of the Business Combination, OpCo became the sole member of Intermediate.

As such, OpCo’s distributive share of any net taxable income or loss and any related tax credits of Intermediate are then distributed to the Company.

The Company’s effective tax rate was 1.1 % and ( 0.5 )% for the three and six months ended June 30, 2025, respectively, and was 0.5 % and 0.3 % for the three and six months ended June 30, 2024, respectively.

The Company’s effective tax rate was ( 4.7 )% and ( 1.7 )% for the three and nine months ended September 30, 2025, respectively, and was 0.0 % and 0.2 % for the three and nine months ended September 30, 2024, respectively.

The effective income tax rates for each period differed significantly from the statutory rate primarily due to the losses allocated to NCI and the recognition of a valuation allowance as a result of the Company’s tax structure.

The Company has assessed the realizability of its net deferred tax assets and that analysis has considered the relevant positive and negative evidence available to determine whether it is more likely than not that some portion or all of the deferred tax assets will be realized.

The Company has maintained a full valuation allowance against its deferred tax assets as of June 30, 2025, which will be maintained until there is sufficient evidence to support the reversal of all or some portion of these allowances.

As of September 30, 2025, the Company has maintained a full valuation allowance against its deferred tax assets, which will be maintained until there is sufficient evidence to support the reversal of all or some portion of the allowance.

The Company’s income tax filings will be subject to audit by various taxing jurisdictions.

2 unchanged sentences

Federal, state and local income tax returns are currently under examination by the respective taxing authorities.

On July 4, 2025, the “One Big, Beautiful Bill Act” (“OBBBA”) was signed into federal law.

The OBBBA included multiple provisions applicable to U.S.

income tax for businesses, including bonus depreciation for qualified tangible property, immediate expensing of research expenditures, and updates to the calculation of disallowed interest.

For the three and nine months ended September 30, 2025, the Company recognized the provisions of the OBBBA, which did not have a material impact on the unaudited condensed consolidated financial statements.

The Company is continuing to evaluate the potential benefits of the provisions of the OBBBA to its projects, including the Permian Basin Project.

Tax Receivable Agreement

On the Closing Date, in connection with the consummation of the Business Combination and as contemplated by the Business Combination Agreement, the Company 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, the Company 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 the Company 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 the Company's acquisition (or deemed acquisition for U.S.

Pursuant to the Tax Receivable Agreement, the Company is required to pay each TRA Holder 85 % of the amount of net cash savings, if any, in U.S.

increases in tax basis that occur as a result of the Company’s acquisition (or deemed acquisition for U.S.

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 Amended and Restated LLC Agreement of OpCo) and (ii) imputed interest deemed to be paid by the Company as a result of, and additional tax basis arising from, any payments the Company makes under the Tax Receivable Agreement.

2 unchanged sentences

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.

As of June 30, 2025 and December 31, 2024, the Company did not record a tax receivable balance.

As of September 30, 2025 and December 31, 2024, the Company did not record a tax receivable balance.

NOTE 12 - SEGMENT INFORMATION

8 unchanged sentences

Significant segment expenses and other segment items are reviewed by the CODM on a disaggregated basis as follows:

Three Months Ended Six Months Ended

June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Three Months Ended Nine Months Ended

(in thousands) September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

Outside services $ 822 $ 1,090 $ 3,111 $ 4,033

7 unchanged sentences

NOTE 13 – SUBSEQUENT EVENTS

On July 4, 2025, the “One Big, Beautiful Bill Act” ("OBBBA") was signed into federal law.

The OBBBA included multiple provisions applicable to U.S.

income tax for businesses, including bonus depreciation for qualified tangible property, immediate expensing of research expenditures, and updates to the calculation of disallowed interest.

The Company is currently evaluating the potential impact of these provisions.

Any impact to the Company's condensed consolidated financial statements would be accounted for in the period of enactment.

The Company evaluated subsequent events and transactions that occurred after the balance sheet date, up to the date which the consolidated financial statements were issued.

There were no subsequent events or transactions.

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-Q

Item 1. Financial Statements