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Item 1A. Risk Factors

2026-03-27 compared with 2025-03-28 · 208 added, 167 removed, 684 unchanged (35% of the section changed)

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Risks Related to Our Business, Operations and Industry

Our commercial success depends on our ability to develop and operate plants for the commercial production of gasoline.

Our business strategy includes growth primarily through the construction and development of commercial production plants.

This strategy depends on our ability to successfully construct and complete commercial production plants on favorable terms and on our expected schedule, obtain the necessary permits, governmental approvals and carbon credit qualifications needed to operate our commercial production plants and identify and evaluate development and partnership opportunities to expand our business.

We cannot guarantee that we will be able to successfully develop any commercial production plants, obtain necessary approvals, qualifications and permits necessary to operate, identify new opportunities and develop new technologies and commercial production plants, or establish and maintain our relationships with key strategic partners.

Our commercial success depends on our ability to license our STG+® technology and/or to develop and operate plants for the commercial production of gasoline should the Company determine to pursue development and operation of commercial production plants.

Our business strategy includes growth primarily through the licensing of our STG+® technology and, if we so determine to pursue, the construction and development of commercial production plants.

Historically, our focus was on construction and development of commercial production plants but we have recently adopted a capital-lite opportunities growth strategy focusing on licensing our STG+® technology and providing engineering, technical and operational services.

Our strategy depends on our ability to contract with and license our technology with well-capitalized third-parties.

If we in the future determine to construct and develop facilities, our strategy would depend upon our ability to successfully construct and complete commercial production plants on favorable terms and on our expected schedule, obtain the necessary permits, governmental approvals and carbon credit qualifications needed to operate our commercial production plants and identify and evaluate development and partnership opportunities to expand our business.

We cannot guarantee that we will be able to successfully license our STG+® technology or provide necessary engineering, technical and operational services or, if we determine in the future to construct and develop any commercial production plants, obtain necessary approvals, qualifications and permits necessary to operate, identify new opportunities and develop new technologies and commercial production plants, or establish and maintain our relationships with key strategic partners.

In addition, we will compete with other companies for these development opportunities, which may increase our costs.

We also expect to achieve growth through the expansion of our in-process projects as the facilities are expanded or otherwise begin to produce renewable gasoline, but we cannot assure you that we will be able to reach or renew the necessary agreements to complete these commercial production plants or expansions.

If we are unable to successfully identify and consummate future commercial production plant opportunities or complete or expand our planned commercial production plants, it will impede our ability to execute our growth strategy.

There is no assurance that our JDA with Cottonmouth will result in a FID to proceed and/or entry into final definitive agreements with respect to the proposed project in the Permian Basin.

We will be required to expend development costs prior to such determination, which costs we will not recoup if such project does not proceed.

Our ability to develop and operate commercial production plants, as well as expand production at future commercial production plants, is subject to many risks beyond our control, including:

If we are unable to successfully implement our business strategy, it will impede our ability to grow.

There is no assurance that our JDA with Cottonmouth will result in the development of any commercial production plant.

As development of the Permian Basin Project was recently suspended, there can be no assurance that this project will ever regain traction, or if it does, that it will result in a FID to proceed and/or entry into final definitive agreements with respect to the proposed project in the Permian Basin.

The costs we have spent to date will likely not be recouped.

Our ability to license our STG+® technology and/or to develop and operate commercial production plants if we determine to pursue that strategy, as well as expand production at any future commercial production plants, is subject to many risks beyond our control, including:

• regulatory changes that affect the value of renewable fuels or low-carbon fuels including changes to existing federal RFS program or state level low-carbon fuel credit systems, which could have a significant effect on the financial performance of our commercial production plants and the number of potential projects with attractive economics;

• technological risks, including technological advances or changes in production methods that may render our technologies and products obsolete or uneconomical, delaying or failing to adapt or incorporate technological advances, new standards or production technologies that may require us to make significant expenditures to replace or modify our operations, and challenges in obtaining, implementing or financing any new technologies;

• changing market conditions as a result of increasing demand for natural gas in the Permian Basin and other regions, which could provide a higher value market for natural gas producers and result in our clean energy alternative being less attractive;

• competition from other fuel producers that may have greater resources than us;

• ability to identify and market our resources to regions where natural gas is flared or stranded without access to a higher value outlet to market;

• changes in energy commodity prices, such as crude oil and natural gas as well as wholesale electricity prices, which could have a significant effect on our revenues and expenses;

• changes in quality standards or other regulatory changes that may limit our ability to produce gasoline or increase the costs of processing gasoline, or limit the attractiveness of our technology;

• changes in quality standards or other regulatory changes, including roll-back of previously existing environment regulations, that may limit our ability to produce gasoline or increase the costs of processing gasoline, or limit the attractiveness of our technology;

• changes in the broader waste collection industry or changes to environmental regulations governing the waste collection industry, including changes affecting the waste collection and biogas potential of the landfill industry, which could limit the renewable fuel feedstock for our commercial production plants;

• substantial construction risks, including the risk of delay, that may arise due to forces outside of our control, including those related to engineering problems, changes in laws and regulations and inclement weather and labor disruptions;

• the ability to establish and maintain our relationships with key strategic partners, on favorable terms or at all;

• the ability to establish and maintain our relationships with key strategic partners, including third-party licensees, on favorable terms or at all;

• disruptions in sales, production, service or other business activities or our inability to attract and retain qualified personnel;

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• challenges arising from our ability to recruit and retain key personnel;

• the ability to obtain financing for a commercial production plant on acceptable terms or at all and the need for substantially more capital than initially budgeted to complete a commercial production plant and exposure to liabilities as a result of unforeseen environmental, construction, technological or other complications;

• the ability to obtain financing for a commercial production plant (whether by third-party licensees or us if we decide in the future to construct and develop facilities) on acceptable terms or at all and the need for substantially more capital than initially budgeted by a third-party licensee or us to complete a commercial production plant and exposure to liabilities as a result of unforeseen environmental, construction, technological or other complications;

• failures or delays in obtaining desired or necessary land rights, including ownership, leases, easements, zoning rights or building permits;

• global and regional macroeconomic conditions, such as tariffs, high inflation, high interest rates, changes to monetary policy, and military hostilities in multiple geographies (including the ongoing conflict between Ukraine and Russia and the conflict in the Middle East);

• a decrease in the availability, pricing or timeliness of delivery of raw materials and components, necessary for the commercial production plants to function;

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• identifying potential customers for our products or entering into contracts to sell our products on favorable terms.

Any of these factors could prevent us from developing, operating or expanding our commercial production plants, or otherwise adversely affect our business, financial condition and results of operations.

Any of these factors could prevent a third-party licensee or us from developing, operating or expanding our commercial production plants, or otherwise adversely affect our business, financial condition and results of operations.

Suspension of Development of Permian Basin Project.

In February 2024, the Company and Cottonmouth entered into a JDA to develop a natural gas-to-gasoline plant in the Permian Basin utilizing Verde’s technology and associated natural gas from Diamondback’s operations.

Following the announcement of the JDA, the Company began development work on the Permian Basin Project, which included a FEED study that was completed in December 2025.

In February 2026, the Company announced the suspension of 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.

It is uncertain whether or not the Permian Basin Project will proceed.

As such, there can be no assurance that the Permian Basin Project will ever be finalized or that the Company and Cottonmouth will pursue additional opportunities in the Permian Basin.

It is possible that other natural gas production regions where natural gas was stranded or flared may also benefit from changing market conditions driven by increasing demand for natural gas.

While we intend to devote our resources toward pursuing other opportunities in regions where natural gas is stranded or flared without access to a higher value outlet to market, there can be no assurance as to the success of these efforts.

While we are focused on optimizing our costs, deploying our technology through capital-lite opportunities and evaluating strategic alternatives that may be available, there is no assurance that we will be successful in this endeavor.

The Company has initiated a restructuring and cost optimization program designed to align its operating structure with its strategic priorities, to significantly reduce operating expenses, and to focus on the deployment of the STG+® technology through capital-lite opportunities.

As part of our cost optimization program, consistent with ongoing efforts to maximize shareholder value, the Company is evaluating strategic alternatives that may be available to the Company.

These alternatives may include, among other options, a strategic partnership, merger, sale of the Company, asset sale, licensing arrangement, capital raise or other transactions involving the Company’s STG+® technology platform or assets.

There can be no assurance that this exploration of strategic alternatives will result in the Company entering or completing any transaction and there can be no assurance that any transaction will occur.

Moreover, we may not be successful in pursuing our restructuring and cost optimization program which could impact our continued operations.

Our limited history, lack of revenue and limited liquidity makes it difficult to evaluate our business and prospects and may increase the risks associated with your investment.

Although our core syngas-to-gasoline technology has been developed and tested since 2007, we have not produced gasoline on a large-scale, commercial level.

Although our STG+® technology has been developed and tested since 2007, we have not produced gasoline on a large-scale, commercial level.

As a result, we have a limited operating history upon which to evaluate our business and future prospects, which subjects us to a number of risks and uncertainties, including our ability to plan for and predict future growth.

Since the acquisition of the STG+® technology, we have made progress towards constructing our first commercial production plant, including more recently focusing on our development of projects that we believe have quicker paths to commercial operations.

For example, we anticipate the Permian Basin Project to result in our first commercial production plant.

We have encountered and expect to continue to encounter risks and difficulties experienced by growing companies in rapidly developing and changing industries, including challenges related to achieving market acceptance of our low-carbon or renewable fuels, competing against companies with greater financial and technical resources, competing against entrenched incumbent competitors that have long-standing relationships with our prospective customers in the commercial renewable fuels market, recruiting and retaining qualified employees, and making use of our limited resources.

To date, we have not generated any revenue.

We do not expect to generate any meaningful revenue unless and until we are able to commercialize our technology.

In February 2026, we suspended the development of the Permian Basin Project and announced a revised strategy to pursue capital-lite opportunities to deploy our STG+® technology through licensing and providing engineering, technical and operational services.

There can be no assurance that our revised strategy will achieve our objective of commercializing our technology.

We have encountered and expect to continue to encounter risks and difficulties experienced by growing companies in rapidly developing and changing industries, including challenges related to achieving market acceptance of our low-carbon or renewable fuels, competing against companies with greater financial and technical resources, competing against entrenched incumbent competitors that have long-standing relationships with our prospective customers in the commercial renewable fuels market, competition from recent market developments potentially providing a higher value outlet for natural gas in regions when natural gas has historically been stranded or flared, recruiting and retaining qualified employees, and making use of our limited resources.

We cannot ensure that we will be successful in addressing these and other challenges that we may face in the future, and our business may be adversely affected if we do not manage these risks appropriately.

As a result, we may not attain sufficient revenue (if any) to achieve or maintain positive cash flow from operations or profitability in any given future period, if at all.

To date, we have not generated any revenue.

We do not expect to generate any meaningful revenue unless and until we are able to commercialize our first production plant.

Since inception, we have incurred significant operating losses and negative operating cash flows.

We expect that operating losses and negative cash flows will continue to be generated due to ongoing funding of general and administrative expenses and development activities until such time as our proposed commercial production plants become operational.

Further, we expect that additional capital will be required in order to complete our first commercial production plant.

There can be no assurance that we will be able to obtain this financing on acceptable terms, or at all, if and when required.

To date, we have incurred significant operating losses and negative operating cash flows.

We expect that operating losses and negative cash flows will continue to be generated due to ongoing funding of expenses until such time as we are able to commercialize our technology.

Further, to the extent that we pursue development of a commercial production facility, we expect that additional capital would be required.

There can be no assurance that we would be able to obtain financing on acceptable terms, or at all, if and when required.

We are a development-stage company with a history of net losses, we are currently not profitable and we may not achieve or maintain profitability and if we incur substantial losses, we may have to curtail our operations, which may prevent us from successfully operating and expanding our business.

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We are currently in the development stage and have not yet commenced principal operations or generated revenue.

Furthermore, we expect to spend significant amounts on further development of our technology, acquiring or otherwise gaining access to commercial production plants, marketing and general and administrative expenses associated with our planned growth and management of operations as a public company.

Furthermore, we expect to spend resources on further development of our technology in connection with our current strategy of pursuing capital-lite opportunities to deploy our STG+® technology through licensing, engineering, technical and operational service, as well as marketing and general and administrative expenses associated with our planned growth and management of operations as a public company.

In some market environments, we may have limited access to incremental financing, which could defer or cancel growth projects, reduce business activity or cause us to default under any debt agreements if we are unable to meet our payment schedules.

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As a result, even if we are able to generate revenues in future periods, we expect that our expenses will exceed revenues for the foreseeable future.

We do not expect to achieve profitability in the near future, and may never

We do not expect to achieve profitability in the near future, and may never achieve it.

If we fail to achieve profitability, or if the time required to achieve profitability is longer than we anticipate, we may not be able to continue our business.

Even if we do achieve profitability, we may not be able to sustain or increase profitability on a quarterly or annual basis.

Even if we do achieve profitability, we may not be able to sustain or increase

profitability on a quarterly or annual basis.

As such, we are exposed to the risk of being a development-stage company with a history of losses in an early-stage of operations.

Significant capital investment is required to develop and conduct our operations and we intend to raise additional funds and these funds may not be available with acceptable terms or may not be available when needed.

The construction and development of our proposed commercial production plants, including the Permian Basin Project, requires substantial capital investment.

We may be required to raise additional funds to finance such developments or operations, and there can be no assurance that we will be able to obtain financing on acceptable terms, or at all, if and when required for these purposes .

We have been in discussions with banks and other credit counterparties regarding our debt financing options, including project financing, industrial revenue or pollution control bonds, and other debt instruments.

Significant capital investment is required to develop and conduct our operations, we intend to raise additional funds, and these funds may not be available with acceptable terms or may not be available when needed.

Our current strategy of pursuing capital-lite opportunities to deploy our STG+® technology through licensing, engineering, technical and operational service may not require a substantial capital investment.

However, in the future if we determine to pursue a strategy requiring the construction and development of commercial production plants, this would require substantial capital investment.

In this event, we may be required to raise additional funds to finance such developments or operations, and there can be no assurance that we will be able to obtain financing on acceptable terms, or at all, if and when required for these purposes.

As part of our prior development strategy, we have been in discussions with banks and other credit counterparties regarding our debt financing options, including project financing, industrial revenue or pollution control bonds, and other debt instruments.

While these discussions have led to indications of interest from lenders, there can be no assurance that we will be successful in obtaining such financing.

If we are unable to obtain debt financing on favorable terms or at all, our development timeline may be delayed, the costs of such financing may be higher than anticipated, or we may be required to raise additional capital by other means.

Notwithstanding the PIPE Investment, we will likely be required to raise additional funds through the issuance of equity, equity-related or debt securities, through obtaining credit from government or financial institutions or by engaging in joint ventures or other alternative forms of financing.

If we are unable to obtain debt financing on favorable terms or at all, any development timeline may be delayed, the costs of such financing may be higher than anticipated, or we may be required to raise additional capital by other means.

We will likely be required to issue equity, equity-related or debt securities, obtain credit from government or financial institutions or engage in joint ventures or other alternative forms of financing.

We cannot be certain that additional funds will be available on favorable terms when required, or at all.

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The current high interest rate environment adds additional risk and expense to the issuance of debt securities or loan arrangements to fund capital investment.

In addition, to the extent we raise funds through the sale of additional equity securities, our stockholders would experience additional dilution.

In order to construct new commercial production plants, we typically face a long and variable design, fabrication, and construction development cycle that requires significant resource commitments and may create fluctuations in whether and when any revenue is recognized, and may have an adverse effect on our business.

The timeframe to develop, design and construct our commercial production plants is uncertain.

In addition, to the extent we raise funds through the sale of additional equity securities, our stockholders would experience dilution.

If we determine to construct new commercial production plants, we likely would face a long and variable design, fabrication, and construction development cycle that requires significant resource commitments and may create fluctuations in whether and when any revenue is recognized, and may have an adverse effect on our business.

If we determine to construct and develop commercial production plants, the timeframe to develop, design and construct our commercial production plants is uncertain.

.In February 2026, we suspended development of the Permian Basin Project with Cottonmouth, after entering into the Cottonmouth JDA in February 2024.

The future status of the Permian Basin Project is uncertain.

The development process typically begins by conducting a preliminary review and assessment as to whether the commercial production plant is commercially viable based on our expected return on investment, investment payback period, and other operating metrics, as well as the necessary permits to develop such commercial production plant.

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Variables such as power and water may impact and extend the duration of a FEED study.

If, after completing the FEED study, the project achieves FID, the next step in the development process would be to complete engineering, procurement and construction.

We expect that the engineering, procurement and construction process for our commercial production plants will generally last from 18 to 24 months, on average.

In December 2025, we completed a FEED study related to the Permian Basin Project.

The learnings from the work completed will continue to be useful as we explore other opportunities to deploy our technology.

If, after completing the FEED study, the project achieves FID, of which there can be no assurance, the next step in the development process would be to complete engineering, procurement and construction.

We expect that the engineering,

procurement and construction process for our commercial production plants will generally last from 18 to 24 months, on average.

Variables such as lead times for essential components and weather may impact and extend the duration of the engineering, procurement and construction process.

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All of these factors, and in particular, increased spending that is not offset by anticipated increased revenues, can contribute to fluctuations in our quarterly financial performance and increase the likelihood that our operating results in a particular period will fall below investor expectations.

Our business will require suitable tracts of real property, with access to power and water, upon which to construct and operate the specialized equipment supporting our commercial production plants.

We anticipate that such tracts of real property will be predominantly leased from third parties under long-term land leases, but it is possible that some of such

tracts may be purchased by us.

If we determine to construct and develop commercial plants, such strategy would require suitable tracts of real property, with access to power and water, upon which to construct and operate the specialized equipment supporting our commercial production plants.

We anticipate that such tracts of real property will be predominantly leased from third parties under long-term land leases, but it is possible that some of such tracts may be purchased by us.

If we are unable to identify such suitable tracts of real property, or if we are unable to purchase or lease such tracts at commercially reasonable rates and under terms favorable to us, our business may be adversely affected.

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We anticipate that it may take us months to attract, obtain an award from, contract with, and recognize revenue from the production of renewable gasoline by a new commercial production plant, if we are successful at all.

There is no assurance that we will ever complete construction and operate any commercial plant and/or generate any revenue therefrom, if a commercial plant is constructed.

We have entered into relatively new markets, including renewable natural gas, renewable gasoline and biofuel, and these new markets are highly volatile and have significant risk associated with current market conditions.

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The price and availability of natural gas or other feedstocks may be influenced by general economic, market and regulatory factors.

These factors include, but are not limited to, geopolitical uncertainty, including as a result of evolving domestic and foreign tariff policies, the impact of proposed environmental regulations and other government policies and subsidies with respect to agriculture and global supply and demand.

For example, renewable feedstock prices may increase significantly in response to increased demand for biomass for the production of competing renewable fuels.

These factors include, but are not limited to, changing market conditions driven by increasing demand for natural gas providing producers with a higher value outlet that what we may be able to offer, geopolitical uncertainty, including as a result of evolving domestic and foreign tariff policies, the impact of proposed environmental regulations and other

government policies and subsidies with respect to agriculture and global supply and demand.

For example, (i) renewable feedstock prices may increase significantly in response to increased demand for biomass for the production of competing renewable fuels and (ii) natural gas prices may increase significantly due to other opportunities for natural gas that has historically been flared or stranded, such as the rapidly growing AI market segment.

Fluctuations in petroleum prices and customer demand patterns may reduce demand for renewable fuels and bio-based chemicals and a prolonged environment of low petroleum prices or reduced demand for renewable fuels or biofuels could have a material adverse effect on our long-term business prospects, financial condition and results of operations.

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As more companies develop new intellectual property in our markets, the possibility of a competitor acquiring patent or other rights that may limit our business or operations increases, which could lead to litigation.

Furthermore, to secure purchase agreements from certain customers, we may be required to enter into exclusive supply contracts, which could limit our ability to further expand our sales to new customers.

Furthermore, to secure purchase agreements from certain customers, we may be required to

enter into exclusive supply contracts, which could limit our ability to further expand our sales to new customers.

Likewise, major potential customers may be locked into long-term, exclusive agreements with our competitors, which could inhibit our ability to compete for their business.

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Such spending programs could lead to increased funding for our competitors or a rapid increase in the number of competitors within those markets.

We also may face substantial competition as we develop our commercial production plants and STG+® technology and seek to work with energy participants, agricultural industry participants, commercial waste companies and landowners to source our renewable feedstocks, including biomass and MSW, and other feedstocks, including natural gas, and lease or acquire land to install and operate commercial production plants.

We also may face substantial competition as we pursue the strategy of licensing our STG+® technology, as well as if we determine to construct and develop commercial production plants, including from energy participants, agricultural industry participants, commercial waste companies and landowners to source our renewable feedstocks (including biomass and natural gas), or to lease or acquire land to install and operate commercial production plants.

Our competitors include established companies and developers with significantly greater resources and financial strength, which may provide them with competitive advantages that we may not be able to overcome in a timely manner, or at all.

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Our proposed growth projects may not be completed or, if completed, may not perform as expected and our project development activities may consume a significant portion of our management’s focus, and if not successful, reduce any anticipated profitability.

We plan to grow our business by building multiple commercial production plants, including our first commercial STG+® based production plant in the United States, along with our additional planned and identified potential commercial production plants, with which we expect to produce low-carbon or renewable fuels, depending upon feedstocks utilized..

Development projects may require us to spend significant sums for engineering, permitting, legal, financial advisory and other expenses before we determine whether a development project is feasible, economically attractive or capable of being financed.

Our development projects are typically planned to be large and complex, and we may not be able to complete them.

There can be no assurance that we will be able to negotiate the required agreements, overcome any local opposition, or obtain the necessary approvals, licenses, permits and financing.

We plan to grow our business by pursuing capital-lite opportunities to deploy our STG+® technology through licensing and providing engineering, technical and operational services and, to the extent if we so determine, through building commercial production plants with the goal to produce low-carbon or renewable fuels, depending upon feedstocks utilized.

Development projects will likely require us to spend significant sums for engineering, permitting, legal, financial advisory and other expenses before we determine whether a development project is feasible, economically attractive or capable of being financed.

If we determine to develop commercial plants, it is expected that any such development projects will be large and complex, and we may not be able to complete them.

The development of our Permian Basin Project with Cottonmouth was suspended in February 2026.

Moreover, with any potential project, there can be no assurance that we will be able to negotiate the required agreements, overcome any local opposition, or obtain the necessary approvals, licenses, permits and financing.

Failure to achieve any of these elements may prevent the development and construction of a project.

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We may not be able to develop, maintain and grow strategic relationships, identify new strategic relationship opportunities, or form strategic relationships, in the future.

We expect that our ability to establish, maintain, and manage strategic relationships, such as our relationships with Cottonmouth, could have a significant impact on the success of our business, although there can be no guarantee that these relationships will provide such impact.

We expect that our ability to establish, maintain, and manage strategic relationships could have a significant impact on the success of our business, although there can be no guarantee that these relationships will provide such impact.

It is uncertain

as to whether our previous efforts to develop the Permian Basin Project will resume and result in the development of any commercial production plant.

While we expect that our STG+® technology will enable us to become a more substantial operating entity in the future, there can be no assurance that we will be able to identify or secure suitable and scalable business relationship opportunities in the future or that our competitors will not capitalize on such opportunities before we do.

Additionally, we cannot guarantee that the companies with which we have developed or will develop strategic relationships will continue to devote the resources necessary to promote mutually beneficial business relationships and grow our business.

Our current arrangements are not exclusive, and some of our strategic partners work with our competitors.

Our current arrangements are not exclusive, and changing market conditions may impact whether any strategic relationship will result in the development of a commercial production plant.

Moreover, it should be assumed that any strategic partner has relationships with our competitors.

If we are unsuccessful in establishing or maintaining our relationships with key strategic partners, our overall growth could be impaired, and our business, prospects, financial condition, and operating results could be adversely affected.

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Fluctuations in the price and availability of energy to power our facilities may harm our performance.

We anticipate that our commercial production plants will require significant amounts of energy to produce our gasoline.

Accordingly, our business is dependent upon energy supplied by third parties.

We anticipate that any commercial production plant will require significant amounts of energy to produce our gasoline.

Accordingly, the success of any commercial plant is dependent upon energy supplied by third parties.

The prices and availability of energy resources are subject to volatile market conditions.

These market conditions are affected by factors beyond our control, such as weather conditions, overall economic conditions and governmental regulations.

Should the price of energy increase or should access to the required energy sources be unavailable, our business could suffer and have a material adverse

impact on our results of operations.

Should the price of energy increase or should access to the required energy sources be unavailable, our business could suffer and have a material adverse impact on our results of operations.

In addition, a lack of availability of sufficient amounts of renewable energy to effectively decarbonize our facilities could have a material impact on our business and results of operations.

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A product liability claim could also generate substantial negative publicity about our business and operations and could have an adverse effect on our brand, business, prospects, financial condition, and operating results.

Failure of third parties to manufacture quality products or provide reliable services in accordance with schedules, prices, quality and volumes that are acceptable to us could cause delays in developing and operating our commercial production plants, which could damage our reputation, adversely affect our partner relationships or adversely affect our growth.

Our success depends on our ability to develop and operate our commercial production plants in a timely manner, which depends in part on the ability of third parties to provide us with timely and reliable products and services.

In developing and operating our commercial production plants and technologies, we rely on products meeting our design specifications and components manufactured and supplied by third parties, and on services performed by contractors and subcontractors.

We also rely on contractors and subcontractors to perform substantially all of the construction and installation work related to our commercial production plants, and we often need to engage contractors or subcontractors with whom we have no past experience.

Failure of third parties to manufacture quality products or provide reliable services in accordance with schedules, prices, quality and volumes that are acceptable to us could cause delays in developing and operating commercial production plants, which could damage our reputation, adversely affect our partner relationships or adversely affect our growth.

Our success depends on our ability to license our STG+® technology and, if we determine in the future, to develop and operate our commercial production plants in a timely manner, which depends in part on the ability of third parties to provide us with timely and reliable products and services.

If we license our STG+® technology to third-parties or if and to the extent we determine to develop and operate commercial production plants, we would rely on products meeting our design specifications and components manufactured and supplied by third parties, and on services performed by contractors and subcontractors.

We would also rely on contractors and subcontractors to perform substantially all of the construction and installation work related to our commercial production plants, and we would need to engage contractors or subcontractors with whom we have no past experience.

If any of our contractors or subcontractors are unable to provide services that meet or exceed our expectations or satisfy our contractual commitments, our reputation, business and operating results could be harmed.

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Moreover, any delays, malfunctions, inefficiencies or interruptions in these products or services could adversely affect the quality and performance of our commercial production plants and require considerable expense to find replacement products and to maintain and repair our facilities.

This could cause us to

experience interruption in our production and distribution of renewable gasoline, difficulty retaining current relationships and attracting new relationships, or harm our brand, reputation or growth.

This could cause us or a third-party to experience interruption in our production and distribution of renewable gasoline, difficulty retaining current relationships and attracting new relationships, or harm our brand, reputation or growth.

We may be unable to successfully perform under future supply and distribution agreements to provide our gasoline, which could harm our commercial prospects.

Our business strategy is to enter into multiple supply agreements pursuant to which we will supply our gasoline to various customers.

Our business strategy is for third-party licensees or us (if and to the extent we determine to develop and operate commercial plants) to enter into multiple supply agreements pursuant to which a third-party licensee or we will supply our gasoline to various customers.

Under certain of these supply agreements, we expect the purchasers will agree to pay for and receive, or cause to be received by a third party, or pay for even if not taken, the gasoline under contract (a “take-or-pay” arrangement).

We anticipate that the timing and volume commitment of certain of these agreements will be conditioned upon, and subject to, our ability to complete the construction of our first commercial production plant and our additional planned and identified potential commercial production plants.

In order to construct and commence operations of commercial production plants, we must secure third-party financing.

While we believe that we will be able to secure adequate financing in order to commence construction of and complete our commercial production plants and, in turn, perform under these agreements, we cannot assure you that we will in the future be able to obtain adequate financing on favorable terms, or at all.

Furthermore, we have not demonstrated that we can meet the production levels and specifications contemplated in anticipated or future supply agreements.

If our production is slower than we expect, if demand decreases or if we encounter difficulties in successfully completing our first commercial production plant and our additional planned and identified potential commercial production plants, the counterparties may terminate the supply agreements and potential customers may be less willing to negotiate definitive supply agreements with us, and therefore adversely impact our anticipated financial performance.

In addition, from time to time, we may enter into letters of intent, memoranda of understanding and other largely non-binding agreements or understandings with potential customers or partners in order to develop our business and the markets that we serve.

We anticipate that the timing and volume commitment of certain of these agreements will be conditioned upon, and subject to, the ability to complete a commercial production plant, through licensing arrangements or otherwise.

In order to construct and commence operations of commercial production plants, it will be necessary to secure third-party financing.

While we believe that a third-party licensee or we will be able to secure adequate financing in order to commence construction of and complete commercial production plants and, in turn, perform under these agreements, we cannot assure you that a third-party licensee or we will in the future be able to obtain adequate financing on favorable terms, or at all.

Furthermore, neither a third-party licensee or us has demonstrated that either can meet the production levels and specifications contemplated in anticipated or future supply agreements.

If production is slower than expected, if demand decreases or if there is difficulty in successfully completing a commercial production plant, the counterparties may terminate the supply agreements and potential customers may be less willing to negotiate definitive supply agreements with a third-party licensee or us, and therefore adversely impact our anticipated financial performance.

In addition, from time to time, a third-party licensee or we may enter into letters of intent, memoranda of understanding and other largely non-binding agreements or understandings with potential customers or partners in order to develop our business and the markets that we serve.

We can make no assurance that legally binding, definitive agreements reflecting the terms of such non-binding agreements will be completed with such customers or partners, or at all.

Our facilities and processes may fail to produce gasoline at the volumes, rates and costs we expect.

Some, or all, of our future commercial production plants may be in locations distant from natural gas, biomass and MSW, or other feedstock sources, which could increase our feedstock costs or prevent us from acquiring sufficient feedstock volumes for commercial production.

The facilities and processes may fail to produce gasoline at the volumes, rates and costs we expect.

A future commercial production plant may be in a location distant from natural gas, biomass and municipal solid waste ("MSW"), or other feedstock sources, which could increase our feedstock costs or prevent a third-party licensee or us from acquiring sufficient feedstock volumes for commercial production.

General market conditions might also cause increases in feedstock prices, which could likewise increase our production costs.

Even if we secure access to sufficient volumes of feedstock, our commercial production plants may fail to perform as expected.

The equipment and subsystems that we install in our commercial production plants may never operate as planned.

Unexpected problems may force us to cease or delay production and the time and costs involved with such delays may prove prohibitive.

Any or all of these risks could prevent us from achieving the production throughput and yields necessary to achieve our target annualized production run rates and/or to meet the future volume demands or minimum requirements of our customers, including pursuant to definitive supply or distribution agreements that we may enter into, which may subject us to monetary damages.

Even if a third-party licensee or we secure access to sufficient volumes of feedstock, the commercial production plants may fail to perform as expected.

The equipment and subsystems installed in any commercial production plants may never operate as planned.

Unexpected problems may force a third-party licensee or us to cease or delay production and the time and costs involved with such delays may prove prohibitive.

Any or all of these risks could prevent a third-party licensee or us from achieving the production throughput and yields necessary to achieve targeted annualized production run rates and/or to meet the future volume demands or minimum requirements of customers, including pursuant to definitive supply or distribution agreements entered into, which may subject us to monetary damages.

Failure to achieve these rates or meet these minimum requirements, or achieving them only after significant additional expenditures, could substantially harm our commercial performance.

Even if we are successful in completing the first commercial production plant and consistently producing renewable gasoline on a commercial scale, we may not be successful in commencing and expanding commercial operations to support the growth of our business.

Our ability to achieve meaningful future revenue will depend in large part upon our ability to attract customers and enter into contracts on favorable terms.

We expect that many of our customers will be large companies with extensive experience operating in the fuels or chemicals markets.

Even if we are successful in completing a commercial production plant and consistently producing renewable gasoline on a commercial scale, we may not be successful in commencing and expanding commercial operations to support the growth of our business.

Our ability to achieve meaningful future revenue will depend in large part upon our ability to license our STG+® technology or, if we determine to construct any commercial plants, to attract customers and enter into contracts on favorable terms.

We expect that many customers will be large companies with extensive experience operating in the fuels or chemicals markets.

We lack significant commercial operating experience and may face difficulties in developing marketing expertise in these fields.

Our business model relies upon our ability to successfully implement the first commercial production plant and commence and expand commercial operations and successfully negotiate, structure and fulfill long-term supply agreements for our renewable gasoline.

Agreements with potential customers may initially only provide for the purchase of limited quantities from us.

Our ability to increase our sales will depend in large part upon our ability to expand these existing customer relationships into long-term supply agreements.

Our business model relies upon our ability to either license our STG+® technology or successfully implement a commercial production plant and commence and expand commercial operations and successfully negotiate, structure and fulfill long-term supply agreements for our renewable gasoline.

In February 2026, we announced

the suspension of development of the Permian Basin Project as a result of changing market conditions driven by increasing demand for natural gas in the Permian Basin.

The future status of the Permian Basin Project is uncertain and, as a result, we are currently pursuing a strategy of licensing our STG+® technology to third-parties.

Any agreements with potential customers may initially only provide for the purchase of limited quantities from us or a third-party licensee..

The ability to increase sales will depend in large part upon the ability to expand these existing customer relationships into long-term supply agreements.

Establishing, maintaining and expanding relationships with customers can require substantial investment without any assurance from customers that they will place significant orders.

In addition, many of our potential customers may be more experienced in these matters than we are, and we may fail to successfully negotiate these agreements in a timely manner or on favorable terms which, in turn, may force us to slow our production, dedicate additional resources to increasing our storage capacity and/or dedicate resources to sales in spot markets.

Furthermore, should we become more dependent on spot market sales, any potential

profitability will become increasingly vulnerable to short-term fluctuations in the price and demand for petroleum-based fuels and competing substitutes.

Our actual costs may be greater than expected in developing our commercial production plants or growth projects, causing us to realize significantly lower profits, if any, or greater losses.

We generally must estimate the costs of completing a specific commercial production plant or growth project prior to the construction of the facility or project.

In addition, many potential customers may be more experienced in these matters than any third-party licensee or we are, and a third-party licensee or we may fail to successfully negotiate these agreements in a timely manner or on favorable terms which, in turn, may force any third-party licensee or us to slow production, dedicate additional resources to increasing storage capacity and/or dedicate resources to sales in spot markets.

Furthermore, should either a third-party licensee or us become more dependent on spot market sales, any potential profitability will become increasingly vulnerable to short-term fluctuations in the price and demand for petroleum-based fuels and competing substitutes.

Our actual costs may be greater than expected in developing our commercial production plants if we pursue that strategy, causing us to realize significantly lower profits, if any, or greater losses.

We generally must estimate the costs of completing a specific commercial production plant or growth project prior to the construction of the facility or project if we pursue that strategy.

The actual cost of labor and materials may vary from the costs we originally estimated.

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We do not have a detailed disaster recovery plan.

In addition, we may not carry sufficient business interruption or other insurance to compensate us for losses that may occur and it is possible that sufficient insurance coverage may not be available on acceptable terms, if at all.

In addition, we may not carry sufficient business interruption or other insurance to compensate us for losses that may occur

and it is possible that sufficient insurance coverage may not be available on acceptable terms, if at all.

Any losses or damages we incur could have a material adverse effect on our cash flows and success as an overall business.

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Disruption in the supply chain, including increases in costs, shortage of materials or other disruption of supply, or in the workforce could materially adversely affect our business.

We rely on our suppliers and strategic partners for our business, from feedstocks to materials for our commercial production plants and our STG+® technology.

If and to the extent we pursue the development of commercial plants, we would rely on our suppliers and strategic partners for our business, from feedstocks to materials for our commercial production plants and our STG+® technology.

Future delays or interruptions in the supply chain could expose us to the various risks which would likely significantly increase our costs and/or impact our operations or business plans including:

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Any developments with respect to these technologies and related renewables research, or the perception that they may occur, may prompt us to invest heavily in additional research to compete effectively with these advances, which research and development may not be effective.

Any failure by us to successfully react to changes in existing technologies could adversely affect our competitive position and growth prospects.

failure by us to successfully react to changes in existing technologies could adversely affect our competitive position and growth prospects.

Our business and prospects depend significantly on our ability to build our brand and we may not succeed in continuing to establish, maintain, and strengthen our brand, and our brand and reputation could be harmed by negative publicity regarding our company or products.

Our business and prospects are dependent on our ability to develop, maintain, and strengthen our brand.

Promoting and positioning our brand will depend significantly on our ability to provide high quality clean, renewable gasoline.

Promoting and positioning our brand will depend significantly on our ability or the ability of a third-party licensee to provide high quality clean, renewable gasoline.

In addition, we expect that our ability to develop, maintain, and strengthen our brand will also depend heavily on the success of our branding efforts.

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We may be unable to obtain trademark protection for our technologies, logos, slogans and brands, and our existing trademark registrations and applications, and any trademarks that may be used in the future, may not provide us with competitive advantages or distinguish our products and services from those of our competitors.

we may not timely or successfully register our trademarks.

Further, we may not timely or successfully register our trademarks.

If we do not adequately protect our rights in our trademarks from infringement and unauthorized use, any goodwill that we have developed in those trademarks could be lost or impaired, which could harm our brand and our business.

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At the same time, the efficiency and integrity of the voluntary carbon credit market is currently subject to pressures and scrutiny relating to a number of factors including insufficiency of credit demand, the risk that carbon credits could be counted multiple times, concerns regarding the additionality or permanence of climate benefits that the credits represent, lack of standardization of and concerns regarding the integrity of credit verification.

Additionally, such forces could put negative pressure on the value of voluntary carbon credits or otherwise make it more difficult to monetize any climate benefits that may be associated with our products.

Additionally, such forces could put negative pressure on the value of voluntary carbon

credits or otherwise make it more difficult to monetize any climate benefits that may be associated with our products.

More broadly, the value of products produced using our process technologies may be dependent on the value of carbon credits which may fluctuate based on these market forces relevant to regulatory carbon markets or voluntary carbon markets.

Under the current RFS regulations, renewable gasoline produced from separated yard waste, crop residue, slash, and pre-commercial thinnings, biogenic components of separated municipal solid waste (“MSW”), cellulosic components of separated food waste, and cellulosic components of annual cover crops through a gasification and upgrading process qualifies for D3 RINs.

We intend for our commercial production plants to ultimately utilize gasification and upgrading to produce renewable gasoline from one or more of these feedstocks.

Accordingly, we believe that the renewable gasoline produced by our commercial production plants will qualify for D3 RINs and intend to register with EPA as a producer of RINs prior to the commercial operation of our first commercial production plant.

Under the current RFS regulations, renewable gasoline produced from separated yard waste, crop residue, slash, and pre-commercial thinnings, biogenic components of separated MSW, cellulosic components of separated food waste, and cellulosic components of annual cover crops through a gasification and upgrading process qualifies for D3 RINs.

We intend for commercial production plants that utilize our technology to ultimately utilize gasification and upgrading to produce renewable gasoline from one or more of these feedstocks.

Accordingly, we believe that the renewable gasoline produced by commercial production plants that utilize our technology may qualify for D3 RINs.

However, if our renewable gasoline is unable to qualify under the RFS for the D3 RIN and various state carbon programs, or for the generation of quality voluntary carbon credits that can be sold on registries preferred by consumers, or if changes to regulatory or voluntary standards otherwise limit the potential for such qualification, our financial condition and results of operations could be adversely impacted.

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Failure to comply with such laws and regulations could result in substantial fines or other limitations that could adversely impact our financial results or operations.

Our operations, as well as our contractors, suppliers, and customers, are subject to certain federal, state, local and foreign environmental, health and safety laws and regulations governing, among other things, the generation, storage,

transportation, and disposal of hazardous substances and wastes.

Our operations, as well as those of third-party licensees, contractors, suppliers, and customers, are subject to certain federal, state, local and foreign environmental, health and safety laws and regulations governing, among other things, the generation, storage, transportation, and disposal of hazardous substances and wastes.

We or others in our supply chain may be required to obtain permits and comply with procedures that impose various restrictions and operations that could have adverse effects on our operations.

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Should permitted limits or other requirements applicable to our current or future operations change in the future, we may be required to install additional, more costly control technology to ensure continued compliance with environmental laws or permits.

Any failure to comply with environmental laws could result in significant fines and penalties or business interruptions that could adversely impact our financial results or operations.

Any failure to comply with environmental

laws could result in significant fines and penalties or business interruptions that could adversely impact our financial results or operations.

Transition risks related to climate change could have a material and adverse effects on us.

We are committed to a clean energy future and we believe our business is well-positioned to benefit from growing regulatory and policy support for decarbonization and other trends related to climate change.

We are committed to a clean energy future and we believe our business is well-positioned to benefit from growing global regulatory and policy support for decarbonization and other trends related to climate change.

However, we cannot rule out the possibility that these developments may in the future adversely affect the business, our suppliers, and the demand for our product while supporting the development of competing technologies and energy sources.

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We may also face increased litigation risks related to disclosures made pursuant to the rule if finalized as proposed.

The current U.S.

administration has rolled back certain EPA rules and regulations in favor of promoting fossil fuel development which negatively impacts the clean energy industry and could adversely impact our business strategy.

It is unclear what the long-term impact of this current regulatory framework will be on the clean energy industry.

Liabilities and costs associated with hazardous materials, contamination and other environmental conditions may require us to conduct investigations or remediation or expose us to other liabilities, both of which may adversely impact our operations and financial condition.

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Furthermore, we rely on third parties to ensure compliance with certain environmental laws, including those relating to the disposal of wastes.

Any failure to properly handle or dispose of wastes, regardless of whether such failure is ours or our

contractors, could result in liability under environmental, health and safety laws.

Any failure to properly handle or dispose of wastes, regardless of whether such failure is ours or our contractors, could result in liability under environmental, health and safety laws.

The costs of liability could have a material adverse effect on our business, financial condition or results of operations.

Increased focus on sustainability and ESG matters could impact our operations and expose us to additional risks.

Companies across all industries are facing increasing scrutiny from a variety of stakeholders, including investor advocacy groups, proxy advisory firms, certain institutional investors, and lenders, investment funds and other influential investors and rating agencies, related to their ESG and sustainability practices.

Companies across all industries have faced increased scrutiny in recent years from a variety of stakeholders, including investor advocacy groups, proxy advisory firms, certain institutional investors, and lenders, investment funds and other influential investors and rating agencies, related to their ESG and sustainability practices.

The success of our business in part depends on customers and financial institutions viewing our business and operations as having a positive ESG profile.

Increasing attention to, and societal expectations regarding, climate change, human rights, and other ESG topics may require us to make certain changes to our business operations to satisfy the expectations of customers and financial institutions.

Additionally, our customers may be driven to purchase our fuel products due to their own sustainability or ESG commitments, which may entail holding their suppliers — including us — to ESG standards that go beyond compliance with laws and regulations and our ability to comply with such standards.

compliance with laws and regulations and our ability to comply with such standards.

Failure to maintain operations that align with such “beyond compliance” standards may negatively impact our reputation, cause potential customers to not do business with us or otherwise hurt demand for our products.

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We may not be able to obtain, or comply with terms and conditions for, government grants, loans, and other incentives for which we may apply for in the future, which may limit our opportunities to expand our business.

We anticipate that in the future there will be new opportunities for us to apply for grants, loans, and other federal and state incentives.

It is unclear if there will be opportunities for us to apply for grants, loans, and other federal and state incentives.

Our ability to obtain funds or incentives from government sources is subject to the availability of funds under applicable government programs and approval of our applications to participate in such programs.

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We may expand our operations globally, which would subject us to anti-corruption, anti-bribery, anti-money laundering, trade compliance, economic sanctions and similar laws, and non-compliance with such laws may subject us to criminal or civil liability and harm our business, financial condition and/or results of operations.

We may also be

subject to governmental export and import controls that could impair our ability to compete in international markets or subject us to liability if we violate the controls.

We may also be subject to governmental export and import controls that could impair our ability to compete in international markets or subject us to liability if we violate the controls.

If we expand our operations globally, we would be subject to the U.S.

Foreign Corrupt Practices Act of 1977, as amended, U.S.

domestic bribery laws, and other anti-corruption and anti-money laundering laws in the countries in which we would conduct business.

Foreign Corrupt Practices Act of 1977, as amended, and other anti-corruption and anti-money laundering laws in the countries in which we would conduct business.

Anti-corruption and anti-bribery laws have been enforced aggressively in recent years and are interpreted broadly to generally prohibit companies, their employees, and their third-party intermediaries from authorizing, offering, or providing, directly or indirectly, improper payments or benefits to recipients in the public or private sector.

If we engage in international operations, sales and business with partners and third-party intermediaries to market our products, we may be required to obtain additional permits, licenses, and other regulatory approvals.

If we engage in international

operations, sales and business with partners and third-party intermediaries to market our products, we may be required to obtain additional permits, licenses, and other regulatory approvals.

In addition, we or our third-party intermediaries may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities.

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We face risks associated with increased geopolitical uncertainty, including as a result of evolving domestic and foreign tariff policies.

Ongoing and potential military actions across the globe, including the ongoing conflicts in Ukraine and the Middle East, as well as the sanctions, bans and other measures taken by governments, organizations and companies against the involved countries and certain citizens of those countries in response thereto, has increased the global political uncertainty and has strained the relations between a significant number of governments, including the U.S.

Ongoing and potential military actions across the globe, including the ongoing conflicts in Ukraine and Iran as well as hostilities in the Middle East in general, as well as the sanctions, bans and other measures taken by governments, organizations and companies against the involved countries and certain citizens of those countries in response thereto, has increased the global political uncertainty and has strained the relations between a significant number of governments, including the U.S.

The duration and outcome of these conflicts, any retaliatory actions or escalation, and the impact on regional or global economies is unknown but could have a material adverse effect on our business, financial condition and results of its operations.

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government international trade policy and has commenced activities to renegotiate, or potentially terminate, certain existing bilateral or multi-lateral trade agreements and treaties with foreign countries.

Furthermore, such administration has initiated, or is considering imposing, tariffs on certain foreign goods.

Related to this action, certain foreign governments, including China, have instituted, or are considering imposing, tariffs on certain U.S.

Furthermore, the administration has imposed, and continues to consider imposing, tariffs on certain foreign goods.

Related to this action, certain foreign governments, including China, have imposed, and continue to consider imposing, tariffs on certain U.S.

It remains unclear what the current U.S.

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Concerns regarding the environmental impact of renewable gasoline production could affect public policy which could impair our ability to operate at a profit and substantially harm our revenues and operating margins.

Under the EISA, the EPA is required to produce a report to Congress every three years of the environmental impacts associated with current and future biofuel production and use, including effects on air and water quality, soil quality and conservation, water availability, energy recovery from secondary materials, ecosystem health and biodiversity, invasive species and international impacts.

Under the EISA, the EPA is required to periodically produce a report to Congress on the environmental impacts associated with current and future biofuel production and use, including effects on air and water quality, soil quality and conservation, water availability, energy recovery from secondary materials, ecosystem health and biodiversity, invasive species and international impacts.

The first report to Congress was completed in 2011 and provided an assessment of the environmental and resource conservation impacts associated with increased biofuel production.

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To the extent that state or federal laws are modified or public perception turns against biofuels or other renewable fuels, use requirements such as RFS and LCFS may not continue, which could materially impact our ability to ever operate profitably.

From time to time, we may be involved in litigation, regulatory actions or government investigations and inquiries, which could have an adverse impact on our financial results and consolidated financial position.

The current U.S.

administration’s position favoring the fossil fuel industry over clean energy could materially impact our ability to operate profitably.

From time to time, we may be involved in litigation (including the current claim as discussed in Item 3.

Legal Proceedings), regulatory actions or government investigations and inquiries, which could have an adverse impact on our financial results and consolidated financial position.

We may be involved in a variety of litigation, other claims, suits, regulatory actions or government investigations and inquiries and commercial or contractual disputes that, from time to time, are significant.

In addition, from time to time, we may also be involved in legal proceedings and investigations arising in the normal course of business including, without limitation, commercial or contractual disputes, including warranty claims and other disputes with potential customers, former employees and suppliers, intellectual property matters, personal injury claims, environmental issues, tax matters, and employment matters.

It is difficult to predict the outcome or ultimate financial exposure, if any, represented by these

matters, and there can be no assurance that any such exposure will not be material.

Such claims may also negatively affect our reputation.

former employees and suppliers, intellectual property matters, personal injury claims, environmental issues, tax matters, and employment matters.

As discussed in Item 3.

Legal Proceedings, we currently face a claim from another company that asks the court to confirm the validity and enforceability of a letter agreement that it contends conveys it a non-exclusive right to use of our technology.

It is difficult to predict the outcome, the impact on our operations and business strategy, or ultimate financial exposure, if any, represented by the current claim as well as any other future claim or matter, and there can be no assurance that any such exposure will not be material.

Any such claim may also negatively affect our reputation.

Changes in laws or regulations, or a failure to comply with any laws or regulations, may adversely affect our business, investments and results of operations.

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Internal Revenue Service (“IRS”) and several foreign tax authorities have increasingly focused attention on intercompany transfer pricing with respect to sales of products and services and the use of intangibles.

Tax authorities could disagree with our intercompany charges, cross-jurisdictional transfer pricing or other matters and assess additional taxes.

Tax authorities could disagree with

our intercompany charges, cross-jurisdictional transfer pricing or other matters and assess additional taxes.

If we do not prevail in any such disagreements, our financial results may be affected.

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Additionally, states in which we operate or own assets may impose new or increased taxes.

in tax laws or the imposition of new or increased taxes could adversely affect our financial condition, results of operations and cash flows.

Changes in tax laws or the imposition of new or increased taxes could adversely affect our financial condition, results of operations and cash flows.

The new 1% U.S.

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Therefore, it is critical that our management team and employee workforce are knowledgeable in the areas in which we operate.

The departure, illness or absence of any key members of our management, including our named executive officers, or the failure to attract or retain other key employees who possess the requisite expertise for the conduct of our business, could prevent us from developing and commercializing our renewable gasoline for our target markets and entering into partnership arrangements to execute our business strategy.

The departure, illness or absence of any key members of our management, consisting primarily of our named executive officers, or the failure to attract or retain other key employees who possess the requisite expertise for the conduct of our business, could prevent us from developing and commercializing our renewable gasoline for our target markets and entering into partnership arrangements to execute our business strategy.

In addition, the loss of any key scientific staff, or the failure to attract or retain other key scientific employees, could prevent us from developing and commercializing our renewable gasoline for our target markets and entering into partnership arrangements to execute our business strategy.

Certain key members of management have entered into employment agreements, which can be terminated by either party, subject to post-termination obligations.

success of the Company is dependent upon, along with other factors, the service of our executive officers and additional employees that we engage, there is no assurance that key personnel will continue with the Company.

On March 20, 2026, we announced the appointment of George Burdette as CEO.

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 CFO since October 2024, will also continue in that role.

The loss of the services of our senior management or technical personnel could have a material adverse effect on our business, financial condition and results of operations.

All other employees are at-will employees, meaning that either the employee or we may terminate their employment at any time.

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The failure to retain access to the services provided by these individuals, or to attract and retain individuals to provide consulting or other services, could also delay or prevent us from developing and commercializing our renewable gasoline for our target markets and entering into partnership arrangements to execute our business strategy, and otherwise executing on our business plans.

Our management team has limited experience in operating a public company.

Our executive officers have limited experience in the management of a publicly traded company.

Our management team may not successfully or effectively manage our operations to comply with the regulatory oversight and reporting obligations under federal securities laws.

We may not have adequate personnel with the appropriate level of knowledge, experience, and training in the policies, practices or internal controls over financial reporting required of public companies in the United States.

As a result, we may be required to pay higher outside legal, accounting or consulting costs than our competitors, and our management team members may have to devote a higher proportion of their time to issues relating to compliance with the laws applicable to public companies, both of which might put us at a disadvantage relative to competitors.

The loss of our senior management or technical personnel could adversely affect our ability to successfully operate our business.

While the success of the Company is dependent upon, along with other factors, the service of our executive officers and additional employees that we engage, there is no assurance that key personnel will continue with the Company.

The loss of the services of our senior management or technical personnel could have a material adverse effect on our business, financial condition and results of operations.

In addition, the Company believes that the future success will depend in large part of its ability to attract and retain qualified management and technical personnel, and there can be no assurance that such personnel can be attracted and retained.

Agreements containing confidentiality provisions and restrictive covenants with employees, contractors, consultants and other third-parties may not adequately prevent disclosures of trade secrets and other proprietary information.

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These agreements also generally provide that know-how and inventions conceived by the individual in the course of rendering services to us shall be our exclusive property.

Nevertheless, these agreements may be insufficient or breached, or may not be enforceable, our proprietary information may be disclosed, third parties could reverse engineer our biocatalysts and others may independently develop substantially equivalent proprietary information and techniques or otherwise gain access to our trade secrets.

Nevertheless, these agreements may be insufficient or breached, or may not be enforceable, our proprietary information may be disclosed, third parties could may independently develop substantially equivalent proprietary information and techniques or otherwise gain access to our trade secrets.

Moreover, these agreements may not provide an adequate remedy for breaches or in the event of unauthorized use or disclosure of our confidential information or technology.

Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain trade secret protection could adversely affect our competitive business position.

In addition, trade secrets and know-how can be difficult to protect and some courts inside and outside of the United States are less willing or unwilling to protect trade secrets and know-how.

In addition, trade secrets and know-how can be difficult to protect and some courts inside and outside of the U.S.

are less willing or unwilling to protect trade secrets and know-how.

If any of our trade secrets were to be lawfully obtained or independently developed by a competitor or other third party, we would not be able to prevent them from using that technology or information to compete with us, and our competitive position could be materially and adversely harmed.

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• may adversely affect prevailing market prices for our Class A Common Stock and/or Public Warrants.

Holdings owns the majority of our voting stock and has the right to appoint a majority of our board members, and our interests may conflict with those of other stockholders.

Holdings owns the majority of our voting stock and has the right to appoint a majority of our Board members, and its interests may conflict with those of other stockholders.

Holdings owns the majority of our voting stock and is entitled to appoint the majority of our Board.

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For example, Holdings may have different tax positions from us, especially in light of the Tax Receivable Agreement, that could influence our decisions regarding whether and when to support the disposition of assets, a change of control transaction, the incurrence or refinancing of new or existing indebtedness, or the termination of the Tax Receivable Agreement and acceleration of our obligations thereunder.

In addition, the determination of future tax reporting positions, the structuring of future transactions and the handling of any challenge by any taxing authority to our tax reporting positions may take into consideration tax or other considerations of Holdings, including the effect of such positions on our obligations under the Tax Receivable Agreement, which may differ from the considerations of ours or other stockholders.

Cottonmouth owns a significant percentage of our Class A Common Stock following the consummation of the PIPE Investment and will be able to exert significant control over matters subject to stockholder approval.

As a result of the consummation of the PIPE Investment in January 2025, Cottonmouth became our second largest stockholder and beneficially owns a significant percentage of our Class A Common Stock.

In addition, the determination of future tax reporting positions, the structuring of future transactions and the handling of any challenge by any taxing authority to our tax reporting

positions may take into consideration tax or other considerations of Holdings, including the effect of such positions on our obligations under the Tax Receivable Agreement, which may differ from the considerations of ours or other stockholders.

Cottonmouth owns a significant percentage of our Class A Common Stock and will be able to exert significant control over matters subject to stockholder approval.

Cottonmouth is our second largest stockholder and beneficially owns a significant percentage of our Class A Common Stock.

As a result, Cottonmouth will have significant influence over the outcome of corporate actions requiring stockholder approval, including the election of directors, approval of any potential acquisition of us, changes to our organizational documents and significant corporate transactions.

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As a result, Cottonmouth will be able to influence matters requiring our stockholder or Board approval.

The interests of Cottonmouth, or our other principal stockholders, with respect to matters potentially or actually involving or affecting us, such as the election of directors, approval of any potential acquisition of us, changes to our organizational documents and significant corporate transactions, may not be the same as, and may even conflict with the interests of our

other stockholders.

The significant concentration of stock ownership may adversely affect the per-share trading price of our Class A Common Stock due to investors’ perception that conflicts of interest may exist or arise.

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Our shares of Class A Common Stock and the Public Warrants are listed on Nasdaq under the symbols “VGAS” and “VGASW,” respectively.

If Nasdaq delists our securities from trading on its exchange for failure to meet the continued listing standards, we and our stockholders could face significant negative consequences.

If Nasdaq delists our securities from trading on its exchange for failure to meet the continued

listing standards, we and our stockholders could face significant negative consequences.

The consequences of failing to meet the listing requirements include:

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We intend to retain future earnings, if any, for future operations, expansion and debt repayment and there are no current plans to pay any cash dividends for the foreseeable future.

The declaration, amount and payment of any future dividends on shares of Class A Common Stock will be at the sole discretion of our board, who may take into account general and economic conditions, our financial condition and results of operations, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax, and regulatory restrictions, implications on the payment of dividends by us to our its stockholders or by our subsidiaries to us and such other factors our board may deem relevant.

The declaration, amount and payment of any future dividends on shares of Class A Common Stock will be at the sole discretion of our Board, who may take into account general and economic conditions, our financial condition and results of operations, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax, and regulatory restrictions, implications on the payment of dividends by us to our stockholders or by our subsidiaries to us and such other factors our Board may deem relevant.

In addition, our ability to pay dividends will likely be limited by covenants of any indebtedness we incur.

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The trading price of our securities has been and may continue to be volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control.

In connection with the PIPE Investment, we issued shares of Class A Common Stock to Cottonmouth at a price of $4.00 per share and this pricing may impact future trading prices of shares of our Class A Common Stock.

Additionally, any of the factors listed below could have a material adverse effect on your investment in our securities and our securities may trade at prices significantly below the price you paid for them.

In connection with the PIPE Investment, we issued shares of Class A Common Stock to Cottonmouth at a price of $4.00 per share.

Our shares of Class A Common Stock have traded at closing prices as high as $2.55 per share and as low as $0.95 per share from January 1, 2026 through March 27, 2026.

Additionally, any of the factors listed below, among others, could have a material adverse effect on your investment in our securities and our securities may trade at prices significantly below the price you paid for them.

In such circumstances, the trading price of our securities may not recover and may experience a further decline.

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To the extent OpCo has available cash, we intend to cause OpCo to make (i) generally pro rata distributions to the holders of OpCo Units, including us, in an amount at least sufficient to allow us to pay our taxes and make payments under the Tax Receivable Agreement and any subsequent tax receivable agreement that we may enter into in connection with future acquisitions and (ii) non-pro rata payments to us to reimburse us for our corporate and other overhead expenses.

To the extent that we need funds and OpCo or its subsidiaries are restricted from making such distributions or payments under applicable law or regulation or under the terms of any current or future financing arrangements, or are otherwise unable to provide such funds, our liquidity and financial condition could be materially adversely affected.

arrangements, or are otherwise unable to provide such funds, our liquidity and financial condition could be materially adversely affected.

Moreover, because we have no independent means of generating revenue, our ability to make tax payments and payments under the Tax Receivable Agreement will be dependent on the ability of OpCo to make distributions to us in an amount sufficient to cover our tax obligations (and those of its wholly owned subsidiaries) and obligations under the Tax Receivable Agreement.

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If we experience a change of control (as defined under the Tax Receivable Agreement, which includes certain mergers, asset sales and other forms of business combinations), we would be obligated to make a substantial immediate lump-sum payment, and such payment may be significantly in advance of, and may materially exceed, the actual realization, if any, of the future tax benefits to which the payment relates;

provided that any such payment would be subject to the Payment Cap

of $50,000,000, which applies only to certain payments required to be made under the Tax Receivable Agreement in connection with the occurrence of a change of control.

provided that any such payment would be subject to the Payment Cap of $50,000,000, which applies only to certain payments required to be made under the Tax Receivable Agreement in connection with the occurrence of a change of control.

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.

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

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth

companies, but any such election to opt out is irrevocable.

We have elected to irrevocably opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we will adopt the new or revised standard at the time public companies adopt the new or revised standard.

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The Charter designates state courts within the State of Delaware as the exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or agents.

The Charter provides that, unless we consent in writing to the selection of an alternative forum, (a) the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of us, (ii) any action asserting a claim of breach of a fiduciary duty owed by, or other wrongdoing by, any current or former director, officer, employee or agent of ours to us or our stockholders, or a claim of aiding and abetting any such breach of fiduciary duty, (iii) any action asserting a claim against us or any director, officer, employee or agent of ours arising pursuant to any provision of the Delaware General Corporation Law (“DGCL”), the Charter or the Bylaws (as either may be amended, restated, modified, supplemented or waived from time to time), (iv) any action to interpret, apply, enforce or determine the validity of the Charter or the Bylaws (as either may be amended,

restated, modified, supplemented or waived from time to time), (v) any action asserting a claim against us or any director, officer, employee or agent of ours that is governed by the internal affairs doctrine or (vi) any action asserting an “internal corporate claim” as that term is defined in Section 115 of the DGCL.

the Charter or the Bylaws (as either may be amended, restated, modified, supplemented or waived from time to time), (iv) any action to interpret, apply, enforce or determine the validity of the Charter or the Bylaws (as either may be amended, restated, modified, supplemented or waived from time to time), (v) any action asserting a claim against us or any director, officer, employee or agent of ours that is governed by the internal affairs doctrine or (vi) any action asserting an “internal corporate claim” as that term is defined in Section 115 of the DGCL.

In addition, the Charter provides that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act and the rules and regulations promulgated thereunder.

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Alternatively, if a court were to find the choice of forum provision contained in our amended and restated bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial condition.

We will be required to make payments under the Tax Receivable Agreement for certain tax benefits that it may claim, and the amounts of such payments could be significant.

We will be required to make payments under the Tax Receivable Agreement and the amounts of such payments could be significant.

The payment obligations under the Tax Receivable Agreement are our obligations and not obligations of OpCo, and we expect that the payments required to be made under the Tax Receivable Agreement will be substantial.

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The calculation of anticipated future payments would be based upon certain assumptions and deemed events set forth in the Tax Receivable Agreement, including (i) that we have sufficient taxable income to fully utilize the tax benefits covered by the Tax Receivable Agreement, and (ii) that any OpCo Units (other than those held by us) outstanding on the termination date are deemed to be redeemed on the termination date.

If we were to experience a change of control, we estimate that the early termination payment, calculated on the basis of the

above assumptions, would be approximately $32 million (calculated using a discount rate equal to (i) the greater of (A) 0.25% and (B) the Secured Overnight Financing Rate (“SOFR”), plus (ii) 150 basis points, applied against an undiscounted liability of $48 million based on the 21% U.S.

If we were to experience a change of control, we estimate that the early termination payment, calculated on the basis of the above assumptions, would be approximately $32 million (calculated using a discount rate equal to (i) the greater of (A) 0.25% and (B) the Secured Overnight Financing Rate (“SOFR”), plus (ii) 150 basis points, applied against an undiscounted liability of $48 million based on the 21% U.S.

federal corporate income tax rate and estimated applicable state and local income tax rates).

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Applicable U.S.

Treasury regulations provide for certain safe harbors from treatment as a publicly traded partnership, and we intend to operate such that redemptions or other transfers of OpCo Units qualify for one or more of such safe harbors.

Treasury regulations provide for certain safe harbors

from treatment as a publicly traded partnership, and we intend to operate such that redemptions or other transfers of OpCo Units qualify for one or more of such safe harbors.

For example, we limited the number of holders of OpCo Units, and the OpCo operating agreement (“A&R LLC Agreement”), provides for certain limitations on the ability of holders of OpCo Units to transfer their OpCo Units and provides us, as the manager of OpCo, with the right to prohibit the exercise of an OpCo Exchange Right if it determines (based on the advice of counsel) there is a material risk that OpCo would be a publicly traded partnership as a result of such exercise.

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Risks Related to Financial and Accounting Matters

accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results, and we may face litigation as a result.

The Company identified material weaknesses in its internal control over financial reporting that have been remediated, and if we are unable to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results, and we may face litigation as a result.

In connection with the preparation of Intermediate’s financial statements for the year ended December 31, 2022 and the period from July 31, 2020 (inception) to December 31, 2021, management noted a material weakness in our internal control over financial reporting as described in the Company’s quarterly report on Form 10-Q for the period ended March 31, 2023.

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Additionally, we regularly monitor our compliance with applicable financial reporting standards and review new pronouncements and drafts thereof that are relevant to us.

As a result of new standards, changes to existing standards, and

changes in interpretation, we might be required to change our accounting policies, alter our operational policies, or implement new or enhance existing systems so that they reflect new or amended financial reporting standards, or we may be required to restate our published financial statements.

As a result of new standards, changes to existing standards, and changes in interpretation, we might be required to change our accounting policies, alter our operational policies, or implement new or enhance existing systems so that they reflect new or amended financial reporting standards, or we may be required to restate our published financial statements.

Changes to existing standards or changes in their interpretation may have an adverse effect on our reputation, business, financial position, and profit, or cause an adverse deviation from our revenue and operating profit target, which may negatively impact our financial results.

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Failure to protect our intellectual property, inability to enforce our intellectual property rights or loss of our intellectual property rights through costly litigation or administrative proceedings, could adversely affect our ability to compete and our business.

Our success depends in large part on our ability to obtain and maintain patent and other proprietary protection for commercially important inventions, to obtain and maintain know-how related to our business, including our proprietary manufacturing technology, to defend and enforce our intellectual property rights, in particular our patent rights, to preserve the confidentiality of our trade secrets, and to operate without infringing, misappropriating, or violating the valid and enforceable patents and other intellectual property rights of third parties.

the confidentiality of our trade secrets, and to operate without infringing, misappropriating, or violating the valid and enforceable patents and other intellectual property rights of third parties.

We rely on various intellectual property rights, including patents, trademarks, and trade secrets, as well as confidentiality provisions and contractual arrangements, and other forms of statutory protection to protect our proprietary rights.

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Further, the laws of certain countries do not protect proprietary rights to the same extent as the laws of the United States, and, therefore, in certain jurisdictions, we may be unable to protect our proprietary technology.

Effective patent, trademark and other intellectual property

protection may not be available in every country in which our services are made available.

Effective patent, trademark and other intellectual property protection may not be available in every country in which our services are made available.

To the extent we expand our international activities, our exposure to unauthorized copying and use of our intellectual property and proprietary information may increase.

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We have entered into confidentiality agreements with certain contractors and consultants as well as agreements containing restrictive covenants and confidentiality provisions with certain employees, and we may enter into agreements with similar provisions with our employees and with other third parties in the future.

We cannot ensure that these agreements, or all the terms thereof, will be enforceable or compliant with applicable law, or otherwise effective in controlling access to, use of, reverse engineering, and distribution of our proprietary information.

We cannot ensure that these agreements, or all the

terms thereof, will be enforceable or compliant with applicable law, or otherwise effective in controlling access to, use of, reverse engineering, and distribution of our proprietary information.

Further, these agreements with our employees, contractors, and other parties may not prevent other parties from independently developing technologies, products and services that are substantially equivalent or superior to our technologies, products and services.

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Termination by the licensor would cause us to lose valuable rights, and could prevent us from selling our products and services, or inhibit our ability to commercialize future products and services.

Our business would suffer if any current or future licenses terminate,

if the licensors fail to abide by the terms of the license, if the licensed intellectual property rights are found to be invalid or unenforceable, or if we are unable to enter into necessary licenses on acceptable terms.

Our business would suffer if any current or future licenses terminate, if the licensors fail to abide by the terms of the license, if the licensed intellectual property rights are found to be invalid or unenforceable, or if we are unable to enter into necessary licenses on acceptable terms.

Moreover, our licensors may own or control intellectual property that has not been licensed to us and, as a result, we may be subject to claims, regardless of their merit, that we are infringing or otherwise violating the licensor’s rights.

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Such royalties are a component of the cost of our products or services and may affect the margins on our products and services.

In addition, such licenses may be non-exclusive, which could give our competitors access to the same intellectual property licensed to us.

In addition, such licenses may be non-exclusive, which could give our competitors access to the same intellectual property

licensed to us.

Any of the foregoing could have a material adverse effect on our competitive position, business, financial condition and results of operations.

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We may be subject to intellectual property rights claims by third parties, which could be costly to defend, could require us to pay significant damages and, if we are unsuccessful in defending such claims, could limit our ability to use certain technologies and compete.

Third parties may assert claims of infringement of intellectual property rights or violation of other statutory, license or contractual rights in technology against us or against our customers for which we may be liable or have an indemnification obligation.

Any such claim by a third party, even if without merit, could cause us to incur substantial costs defending against such claim and could distract our management and our development teams from our business.

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Certain measures that could increase the security of our IT system take significant time and resources to deploy broadly, and such measures may not be deployed in a timely manner or be effective against an attack.

The inability to implement, maintain and upgrade adequate safeguards could have a material and adverse impact on our business, financial condition and results of operations.

Significant disruption to our IT system or breaches of data security could also have a material

adverse effect on our business, financial condition and results of operations.

The inability to implement, maintain and upgrade adequate safeguards could have a material and adverse impact on our business, financial condition

and results of operations.

Significant disruption to our IT system or breaches of data security could also have a material adverse effect on our business, financial condition and results of operations.

Cyber-attacks are of ever-increasing levels of sophistication, and despite our security measures, our IT and infrastructure may be vulnerable to such attacks or may be breached, including due to employee error or malfeasance.

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Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data.

As an early-stage company without significant investments in data security protection, we may not be sufficiently protected against such occurrences.

Despite investments in data security protection, we may not be sufficiently protected against such occurrences.

We may not have sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents.

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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 1A. Risk Factors