Clean Energy Fuels Corp 2024年度报告

(Exact name of registrant as specified in its charter)Delaware33-0968580(State or other jurisdiction of incorporation or organization)(IRS Employer Identification No.)4675 MacArthur Court,Suite 800,Newport Beach,CA92660(Address of principal executive offices, including zip code)(949)437-1000(Registrant’s telephone number, including area code)Securities registered pursuant to Section12(b)of the Act: Securities registered pursuant to section12(g)of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.Yes☒No☐ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to suchfiling requirements for the past 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule405 of RegulationS-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required tosubmit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company,or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerginggrowth company” in Rule12b-2 of the Exchange Act. If an emerginggrowthcompany, indicate by check mark if the registrant has elected not to use the extended transition period for complying withany new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firmthat prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant includedin the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act).Yes☐No☒ The aggregate market value of the voting stock held by non-affiliates of the registrant as of June30, 2024, the last business day of the registrant’smost recently completed second fiscal quarter, was approximately $460,704,631. The treatment of persons as affiliates of the registrant for purposes ofthis calculation is not, and shall not be considered, a determination as to whether any such person is an affiliate of the registrant for any other purpose. As of February 14, 2025, there were223,605,152shares of the registrant’s common stock, par value $0.0001 per share, issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement for its 2024 annual meeting of stockholders are incorporated by reference in PartIII of this Clean Energy Fuels Corp. Annual Report on Form10-K For the FiscalYear Ended December 31, 2024 TABLE OF CONTENTS Cautionary NoteRegarding Forward-Looking Statements PartI3Item1.Business3Item1A.Risk Factors17Item1B.Unresolved Staff Comments31Item1C.Cybersecurity31Item2.Properties32Item3.Legal Proceedings32Item4.Mine Safety Disclosures32 PartII33Item5.Market for Registrant’s Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities33Item6.[Reserved]34Item7.Management’s Discussion and Analysis of Financial Condition and Results ofOperations34Item7A.Quantitative and Qualitative Disclosures About Market Risk52Item8.Financial Statements and Supplementary Data53Item9.Changes in and Disagreements with Accountants on Accounting and FinancialDisclosure111Item9A.Controls and Procedures111Item9B.Other Information111Item9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections111 PartIII112Item10.Directors, Executive Officers and Corporate Governance112Item11.Executive Compensation112Item12.Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters112Item13.Certain Relationships and Related Transactions, and Director Independence112Item14.Principal Accountant Fees and Services112 PartIV113Item15.Exhibits and Financial Statement Schedules113Item 16.Form 10-K Summary113 CAUTIONARY NOTEREGARDING FORWARD-LOOKING STATEMENTS This