8-K
Verde Clean Fuels, Inc. (VGAS)
UNITED STATESSECURITIES 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):August 13, 2024
Verde Clean Fuels, Inc.(Exact name of registrant as specified in its charter)
| Delaware | 001-40743 | 85-1863331 |
|---|---|---|
| (State or other jurisdiction of<br><br>incorporation or organization) | (Commission File Number) | (I.R.S. Employer<br><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 Capital Market |
| Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share | VGASW | The Nasdaq Capital Market |
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 ☒
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. ☒
Item 2.02. Results of Operations and FinancialCondition
On August 13, 2024, Verde Clean Fuels, Inc. (the “Company”) issued a press release reporting the financial results for its second quarter 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.
| ExhibitNumber | Description |
|---|---|
| 99.1* | Press Release dated August 13, 2024 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| * | Filed herewith. |
| --- | --- |
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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: August 13, 2024 | Verde Clean Fuels, Inc. | ||
|---|---|---|---|
| By: | /s/ Ernest Miller | ||
| Name: | Ernest Miller | ||
| Title: | Chief Executive Officer and Chief Financial Officer |
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Exhibit 99.1
Verde Clean Fuels, Inc. Reports Second Quarter2024 Results
Houston, TX, August 13, 2024 - Verde Clean Fuels, Inc. (“Verde” or the “Company”) (Nasdaq: VGAS), a renewable energy company focused on the development of commercial production facilities to convert syngas derived from diverse feedstocks into gasoline, today reported second quarter 2024 GAAP diluted net loss per share of $(0.14). The second quarter 2024 consolidated net loss was $2.8 million, of which $0.9 million was attributable to Verde. The second quarter net loss consists primarily of ongoing general and administrative and research and development expenses related to the Company’s continuing focus on development of its first commercial facility based on Verde’s proprietary STG+® technology which is designed to produce gasoline utilizing either stranded natural gas or waste feedstocks. The Company ended the second quarter with $23.2 million of cash and cash equivalents.
Business Update Highlights Through August 13, 2024
| ● | Verde selected Chemex Global as its FEED services partner for the Cottonmouth Ventures Permian Basin project. As announced in June 2024, Chemex Global was selected<br> to spearhead the front-end engineering and design for the proposed development, construction, and operation of a natural<br> gas-to-gasoline facility in the Permian Basin. With the selection of Chemex Global, FEED work has commenced and is expected to be<br> completed in early 2025. |
|---|---|
| ● | Verde is in preliminary discussions with various potential offtake parties with respect to carbon credits and gasoline. Verde is in preliminary discussions with various parties<br> with respect to potential offtake arrangements for the purchase of D3 RINs and LCFS credits<br> as well as gasoline that may be produced in any future project. The goal of any such<br> potential arrangements, if finalized and entered into, would be to help manage price risk<br> associated with these credits and the gasoline as well as to possibly support expected project<br> finance requirements. |
| --- | --- |
“Kicking off work with our FEED services partner, Chemex Global, on the Cottonmouth project was an important step forward in pursuing our first commercial scale facility for producing gasoline from waste natural gas in the Permian Basin,” said Verde CEO Ernest Miller. “We continue to work with Cottonmouth on this proposed project, with the goal to help Diamondback Energy reduce flaring and overall environmental impact from its Permian operations.”
VERDE CLEAN FUELS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| Three Months Ended<br> June 30, | Six Months Ended<br> June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |||||||||
| General and administrative expenses | $ | 2,988,774 | $ | 2,457,882 | $ | 5,778,150 | $ | 6,723,522 | ||||
| Contingent consideration | - | - | - | (1,299,000 | ) | |||||||
| Research and development expenses | 173,020 | 85,812 | 258,855 | 168,474 | ||||||||
| Total operating loss | 3,161,794 | 2,543,694 | 6,037,005 | 5,592,996 | ||||||||
| Other (income) | (316,208 | ) | (94,887 | ) | (662,336 | ) | (94,887 | ) | ||||
| Interest expense | - | 101,443 | - | 169,268 | ||||||||
| Loss before income taxes | (2,845,586 | ) | (2,550,250 | ) | (5,374,669 | ) | (5,667,377 | ) | ||||
| Income tax (benefit) | (13,866 | ) | - | (13,866 | ) | - | ||||||
| Net loss | $ | (2,831,720 | ) | $ | (2,550,250 | ) | $ | (5,360,803 | ) | $ | (5,667,377 | ) |
| Net loss attributable to noncontrolling interest | $ | (1,928,013 | ) | $ | (1,801,103 | ) | $ | (3,684,725 | ) | $ | (4,343,770 | ) |
| Net loss attributable to Verde Clean Fuels, Inc. | $ | (903,707 | ) | $ | (749,147 | ) | $ | (1,676,078 | ) | $ | (1,323,607 | ) |
| Earnings per share | ||||||||||||
| Weighted average Class A common stock outstanding, basic and diluted | 6,297,162 | 6,130,487 | 6,235,439 | 6,127,383 | ||||||||
| Loss per Share of Class A common stock | $ | (0.14 | ) | $ | (0.12 | ) | $ | (0.27 | ) | $ | (0.22 | ) |
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VERDE CLEAN FUELS, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
| December 31,<br> 2023 | |||||
| ASSETS | |||||
| Current assets: | |||||
| Cash and cash equivalents | 23,209,901 | $ | 28,779,177 | ||
| Accounts receivable - other | 644,194 | - | |||
| Restricted cash | 100,000 | 100,000 | |||
| Prepaid expenses | 1,012,989 | 373,324 | |||
| Total current assets | 24,967,084 | 29,252,501 | |||
| Non-current assets: | |||||
| Security deposits | 160,669 | 160,669 | |||
| Property, plant and equipment, net | 405,311 | 62,505 | |||
| Operating lease right-of-use assets, net | 377,362 | 524,813 | |||
| Intellectual patented technology | 1,925,151 | 1,925,151 | |||
| Total non-current assets | 2,868,493 | 2,673,138 | |||
| Total assets | 27,835,577 | $ | 31,925,639 | ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||
| Current liabilities: | |||||
| Accounts payable | 211,986 | $ | 184,343 | ||
| Accrued liabilities | 2,816,869 | 1,976,812 | |||
| Operating lease liabilities – current portion | 287,289 | 297,380 | |||
| Other current liabilities | 24,977 | - | |||
| Total current liabilities | 3,341,121 | 2,458,535 | |||
| Non-current liabilities: | |||||
| Promissory note – related party | - | 409,612 | |||
| Operating lease liabilities | 108,989 | 232,162 | |||
| Total non-current liabilities | 108,989 | 641,774 | |||
| Total liabilities | 3,450,110 | 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 June 30, 2024 and December 31, 2023, respectively | 955 | 939 | |||
| Class C common stock, par value 0.0001 per share, 22,500,000 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively | 2,250 | 2,250 | |||
| Additional paid in capital | 36,050,663 | 35,014,836 | |||
| Accumulated deficit | (25,598,808 | ) | (23,922,730 | ) | |
| Noncontrolling interest | 13,930,407 | 17,730,035 | |||
| Total stockholders’ equity | 24,385,467 | 28,825,330 | |||
| Total liabilities and stockholders’ equity | 27,835,577 | $ | 31,925,639 |
All values are in US Dollars.
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About Verde Clean Fuels, Inc.
Verde Clean Fuels, Inc. is a renewable energy company focused on the development of commercial production plants to convert syngas, derived from diverse feedstocks including biomass or stranded or flared natural gas, into gasoline through its innovative and proprietary liquid fuels technology, the STG+^®^ process. Through its STG+^®^ process, Verde converts syngas into fully finished fuels that require no additional refining, such as Reformulated Blend-stock for Oxygenate Blending (“RBOB”) gasoline. To learn more, please visit www.verdecleanfuels.com.
Investor Contact:
Caldwell Bailey (ICR)
verdeIR@icrinc.com
Forward-Looking Statements
The information included herein and in any oral statements made in connection herewith include “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 herein, regarding Verde’s expectations and any future financial performance, as well as Verde’s strategy, future operations, financial position, prospects, plans and objectives of management are forward-looking statements. When used herein, including any oral statements made in connection herewith, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “plans,” “goal,” “project,” “preliminary discussions,” “designed,” “potential,” 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. These forward-looking statements are based on Verde 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, Verde 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. Verde 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 control of Verde. These risks include, but are not limited to: general economic, financial, legal, political and business conditions and changes in domestic and foreign markets; the failure to realize the anticipated benefits of a particular transaction; the risks related to the growth of Verde’s business and the timing of expected business milestones; the ability of Verde to obtain financing in connection with a particular transaction or in the future; and the effects of competition on Verde’s future business. 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 Verde presently do not know or that Verde currently believe 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 Verde’s expectations and projections can be found in Verde’s filings with the Securities and Exchange Commission (the “SEC”). Verde’s SEC filings are available publicly on the SEC’s website at www.sec.gov.
Source: Verde Clean Fuels, Inc.
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