Verde Clean Fuels Inc-2026年季度报告

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☒ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ As of May11, 2026, there were 22,049,621 shares of Class A common stock and 22,500,000 shares of Class C common stock of theregistrant outstanding. TABLE OF CONTENTS ITEM 1.FINANCIAL STATEMENTS1ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONS23ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK29ITEM 4.CONTROLS AND PROCEDURES29 PART I FINANCIAL INFORMATION VERDE CLEAN FUELS, INC.CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY VERDE CLEAN FUELS, INC.NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – NATURE OF BUSINESS AND BASIS OF PRESENTATION Overview Verde Clean Fuels, Inc. (the “Company”, “Verde” and “Verde Clean Fuels”) owns an innovative and proprietary gas-to-liquidsprocessing technology capable of converting low-value or stranded feedstocks into higher-value clean transportation fuels. Verde'ssynthesis gas (“syngas”)-to-gasoline plus (STG+®) process is designed to convert syngas, derived from a variety of feedstocks,including natural gas and biomass, into fully finished liquid fuels that require no additional refining. The STG+® technology is The Company is a Delaware corporation headquartered in Houston, Texas. The Company also has an office and demonstration plant inHillsborough, New Jersey. See Note 8 for further information. The Company’s shares of Class A common stock, par value $0.0001 per share (the “Class A common stock”), and warrants that wereissued in the public offering are listed on Nasdaq under the symbols “VGAS” and “VGASW,” respectively. The Company’s primarystockholders are Bluescape Clean Fuels Holdings, LLC (“Holdings”) and Cottonmouth Ventures, LLC (“Cottonmouth”). Holdings isan affiliate of Bluescape Energy Partners, an alternative investment firm. Cottonmouth is a wholly-owned subsidiary of Diamondback Recent Developments On February6, 2026, the Company announced the suspension of development of the Permian Basin Project (as defined in Note 3)primarily as a result of changing market conditions driven by increasing demand for natural gas in the Permian Basin. See Notes 3, 4 On February 18, 2026, the Company announced a revised strategy to deploy its innovative and proprietary liquid fuels processingtechnology through capital-lite opportunities. The shift in strategy is intended to identify the most effective pathways to commercializethe STG+® technology with a disciplined approach to capital allocation. Related to its revised strategy, the Company has implemented On March20, 2026, the Company announced the appointment of George Burdette as Chief Executive Officer (“CEO”) andengagement of Roth Capital Partners (“Roth”) as financial advisor to assist the Company in evaluating strategic alternatives. Theseannouncements are part of the Company’s continued advancement of its previously announced restructuring and cost reductioninitiatives. Mr. Burdette succeeds Ernie Miller who has stepped down from his role as CEO to pursue another opportunity. Mr. Miller Business Combination On February15, 2023 (the “Closing Date”), the Company consummated (the “Closing”) a business combination (the “BusinessCombination”) pursuant to a Business Combination Agreement, dated as of August 12, 2022 (the “Business Combination Agreement”)by and among CENAQ Energy Corp. (“CENAQ”), Verde Clean Fuels OpCo, LLC, a Delaware limited liability company and a whollyowned subsidiary of CENAQ (“OpCo”), Holdings, Bluescape Clean Fuels Intermediate Holdings, LLC, a Delaware limited liability Following the completion of the Business Combination, the combined company is organized under an umbrella partnership Ccorporation structure, and the direct assets of the Company consist of equity interests in OpCo, whose direct assets consist of equity Prior to the Busine