8-K
Verde Clean Fuels, Inc. (VGAS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 28, 2025
Verde Clean Fuels, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40743 | 85-1863331 |
|---|---|---|
| (State or other jurisdiction of<br> incorporation or organization) | (Commission File Number) | (I.R.S. Employer<br> Identification No.) |
711 Louisiana St, Suite 2160
Houston, TX 77002
(908) 281-6000
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Class A Common Stock, par value $0.0001 per share | VGAS | The Nasdaq Stock Market LLC |
| Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of<br>$11.50 per share | VGASW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x
Item 2.02. Results of Operations and Financial Condition
On March 28, 2025, Verde Clean Fuels, Inc. (the “Company”) issued a press release reporting the financial results for the year ended December 31, 2024. A copy of the press release is attached to this Current Report on Form 8-K (“Current Report”) as Exhibit 99.1 and is incorporated herein solely for purposes of this Item 2.02 disclosure.
Item 9.01. Financial Statement and Exhibits.
(d)Exhibits.
| Exhibit<br>Number | Description |
|---|---|
| 99.1* | Press Release datedMarch28, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
*Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: March 28, 2025 | Verde Clean Fuels, Inc. | ||
|---|---|---|---|
| By: | /s/ Ernest Miller | ||
| Name: | Ernest Miller | ||
| Title: | Chief Executive Officer |
2
Document
Exhibit 99.1
Verde Clean Fuels, Inc. Reports Q4 and FY 2024 Results
Q4 2024 and Subsequent Event Highlights
•Continuing to advance front-end engineering and design (“FEED”) for proposed natural gas-to-gasoline project in the Permian Basin
•Closed $50 million equity investment by Cottonmouth Ventures, LLC ("Cottonmouth"), a wholly-owned subsidiary of Diamondback Energy, Inc. ("Diamondback")
HOUSTON – March 28, 2025 - Verde Clean Fuels, Inc. (“Verde” or “the Company”) (NASDAQ: VGAS) today reported results for the fourth quarter and full year 2024.
“We continue to advance our plans to deploy our proprietary liquid fuels processing technology through the development of commercial production plants. During 2024, we signed a joint development agreement with Cottonmouth and began FEED for the Permian Basin project, a proposed natural gas-to-gasoline plant to be jointly developed with Cottonmouth utilizing our technology and associated natural gas from Diamondback’s operations. More recently, we announced the signing and closing of an additional $50 million equity investment by Cottonmouth into Verde, which positions us to continue advancing our joint development activities. In addition to these efforts, we also continue to identify and evaluate other potential opportunities to deploy our technology while remaining disciplined with our resources,” said Ernest Miller, CEO of Verde.
For the three months ended December 31, 2024, the Company recorded net loss of $(2.7) million and diluted net loss per share of Class A common stock of $(0.14). For the twelve months ended December 31, 2024, the Company recorded net loss of $(10.5) million and diluted net loss per share of Class A common stock of $(0.53). The Company’s net loss for the three and twelve months ended December 31, 2024 was primarily attributable to ongoing general and administrative expenses.
As of December 31, 2024, the Company had cash and cash equivalents of $19.0 million and no debt. Also as of December 31, 2024, the Company had capitalized $1.0 million of FEED costs related to the proposed Permian Basin project net of amounts reimbursable under the joint development agreement between Verde and Cottonmouth.
On January 29, 2025, the Company announced the closing of a $50 million equity investment by Cottonmouth. The investment consisted of the purchase of 12.5 million shares of Verde’s Class A common stock by Cottonmouth at a price of $4.00 per share. The investment represented the second investment by Cottonmouth in Verde over the past two years, for a total investment of $70 million, making Cottonmouth the second largest shareholder of Verde.
About Verde Clean Fuels, Inc.
Verde is a clean fuels company focused on the deployment of its innovative and proprietary liquid fuels processing technology through development of commercial production plants. Verde's synthesis gas ("syngas")-to-gasoline plus (STG+®) process converts syngas, derived from diverse feedstocks, into fully finished liquid fuels that require no additional refining. Verde is currently focused on identifying and evaluating opportunities to convert associated natural gas into gasoline, which is expected to provide a market
for such natural gas with the added potential benefits of flare mitigation and production of gasoline with a lower carbon intensity than conventional gasoline.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included in this press release, regarding the Company’s expectations and any future financial performance, the Company’s strategy, future operations, financial position, prospects, plans, goals and objectives of management are forward-looking statements. The words “could,” “should,” “would,” “will,” “aim,” “may,” “focus,” “believe,” “anticipate,” ”intend,” “estimate,” “expect,” “advance,” ”project,” “plan,” “potential,” "goal,” “strategy,” “proposed,” “positions,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Such forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the control of the Company, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by applicable law, the Company disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date hereof. The Company cautions you that these forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and many of which are beyond the Company’s control. These risks and uncertainties include, but are not limited to: changes in general economic, financial, legal, political and business conditions; changes in domestic and foreign markets; the failure of Verde to develop its first commercial facility, whether due to the inability to obtain the required financing or for any other reason; the failure of Verde to develop any additional commercial facility for any reason; the risks and uncertainties relating to the implementation of Verde’s business strategy and the timing of any business milestone; and delays in acquisition, financing, construction and development of any potential projects. Should one or more of the risks or uncertainties described herein and in any oral statements made in connection therewith occur, or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. There may be additional risks that the Company presently does not know or that the Company currently believes are immaterial that could cause actual results to differ from those contained in the forward-looking statements. Additional information concerning these and other factors that may impact the Company’s expectations and projections can be found in the Company’s filings with the Securities and Exchange Commission (the “SEC”). The Company’s filings with the SEC are available publicly on the SEC’s website at www.sec.gov.
Contacts
Investor Relations:
Caldwell Bailey (ICR)
verdeIR@icrinc.com
Media Relations:
Juliet Fisher (Merchant)
juliet@merchant.agency
VERDE CLEAN FUELS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
| For The 3 Months Ended<br>December 31, | For The Year Ended<br>December 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| (Unaudited) | ||||||||
| 2024 | 2023 | 2024 | 2023 | |||||
| General and administrative expenses | $ | 2,734,130 | $ | 2,280,495 | $ | 11,205,770 | $ | 11,515,192 |
| Contingent consideration | - | - | - | (1,299,000) | ||||
| Research and development expenses | 100,914 | 82,406 | 451,072 | 329,194 | ||||
| Total operating loss | 2,835,044 | 2,362,901 | 11,656,842 | 10,545,386 | ||||
| Other (income) | (239,552) | (208,183) | (1,193,273) | (447,074) | ||||
| Interest expense | - | - | - | 236,699 | ||||
| Loss before income taxes | (2,595,492) | (2,154,718) | (10,463,569) | (10,335,011) | ||||
| Income tax provision | 65,331 | 47,079 | 51,465 | 166,265 | ||||
| Net loss | $ | (2,660,823) | $ | (2,201,797) | $ | (10,515,034) | $ | (10,501,276) |
| Net loss attributable to noncontrolling interest | $ | (1,780,277) | $ | (1,555,010) | $ | (7,180,678) | $ | (7,757,688) |
| Net loss attributable to Verde Clean Fuels, Inc. | $ | (880,546) | $ | (646,787) | $ | (3,334,356) | $ | (2,743,588) |
| Earnings per share | ||||||||
| Weighted average Class A common stock outstanding, basic and diluted | 6,336,078 | 6,153,461 | 6,286,033 | 6,140,529 | ||||
| Loss per share of Class A common stock | $ | (0.14) | $ | (0.11) | $ | (0.53) | $ | (0.45) |
VERDE CLEAN FUELS, INC.
CONSOLIDATED BALANCE SHEETS
| As of | ||||
|---|---|---|---|---|
| December 31,<br>2024 | December 31,<br>2023 | |||
| ASSETS | ||||
| Current assets: | ||||
| Cash and cash equivalents | $ | 19,044,067 | $ | 28,779,177 |
| Restricted cash | 100,000 | 100,000 | ||
| Accounts receivable – other | 226,157 | - | ||
| Other current assets | 804,186 | 373,324 | ||
| Total current assets | 20,174,410 | 29,252,501 | ||
| Non-current assets: | ||||
| Property, plant and equipment, net | 1,096,270 | 62,505 | ||
| Intellectual property and patented technology | 1,925,151 | 1,925,151 | ||
| Operating lease right-of-use assets, net | 215,806 | 524,813 | ||
| Deposits | 160,669 | 160,669 | ||
| Total non-current assets | 3,397,896 | 2,673,138 | ||
| Total assets | $ | 23,572,306 | $ | 31,925,639 |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||
| Current liabilities: | ||||
| Accounts payable | $ | 734,374 | $ | 184,343 |
| Accrued liabilities | 1,907,165 | 1,976,812 | ||
| Operating lease liabilities | 153,917 | 297,380 | ||
| Other current liabilities | 15,129 | - | ||
| Total current liabilities | 2,810,585 | 2,458,535 | ||
| Non-current liabilities: | ||||
| Promissory note – related party | - | 409,612 | ||
| Operating lease liabilities | 78,245 | 232,162 | ||
| Total non-current liabilities | 78,245 | 641,774 | ||
| Total liabilities | 2,888,830 | 3,100,309 | ||
| Commitments and Contingencies | ||||
| Stockholders’ equity | ||||
| Class A common stock, par value $0.0001 per share, 9,549,621 and 9,387,836 shares issued and outstanding as of December 31, 2024 and 2023, respectively | 955 | 939 | ||
| Class C common stock, par value $0.0001 per share, 22,500,000 shares issued and outstanding as of December 31, 2024 and 2023, respectively | 2,250 | 2,250 | ||
| Additional paid in capital | 37,502,903 | 35,014,836 | ||
| Accumulated deficit | (27,257,086) | (23,922,730) | ||
| Noncontrolling interest | 10,434,454 | 17,730,035 | ||
| Total stockholders’ equity | 20,683,476 | 28,825,330 | ||
| Total liabilities and stockholders’ equity | $ | 23,572,306 | $ | 31,925,639 |