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):November 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 November 13, 2024, Verde Clean Fuels, Inc. (the “Company”) issued a press release reporting the financial results for its third 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 November 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: November 13, 2024 | Verde Clean Fuels, Inc. | ||
|---|---|---|---|
| By: | /s/ Ernest Miller | ||
| Name: | Ernest Miller | ||
| Title: | Chief Executive Officer |
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Exhibit 99.1
Verde Clean Fuels, Inc. Reports Third Quarter2024 Results
Third Quarter 2024 and Subsequent Company Highlights
| ● | Proceeding with front end engineering and design (“FEED”) for proposed Permian Basin projectwith Diamondback Energy |
|---|---|
| ● | Announced appointment of Mr. George Burdette as Chief Financial Officer in October 2024 |
| --- | --- |
HOUSTON – November 13, 2024 - Verde Clean Fuels, Inc. (“Verde” or “the Company”) (NASDAQ: VGAS) today reported results for third quarter 2024.
“We remain focused on our plans to deploy our proprietary liquid fuels processing technology through the development of commercial production plants. During Q3 2024, we continued to progress the FEED for the proposed Permian Basin project with Diamondback, which could serve as a template for additional projects going forward. We also continue to 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 September 30, 2024, the Company recorded net loss of $(2.5) million and diluted net loss per share of Class A common stock of ($0.12). For the nine months ended September 30, 2024, the Company recorded net loss of $(7.9) million and diluted net loss per share of Class A common stock of ($0.39). The Company’s net loss for the three and nine months ended September 30, 2024 was primarily attributable to ongoing general and administrative expenses.
As of September 30, 2024, the Company had cash and cash equivalents of $21.7 million and no debt. Also as of September 30, 2024, the Company had capitalized $0.7 million of FEED costs related to the proposed Permian Basin project, net of amounts reimbursable under the joint development agreement between Verde and a wholly owned subsidiary of Diamondback Energy.
Subsequent to September 30, 2024, the Company announced the appointment of George Burdette as Chief Financial Officer. Mr. Burdette will be responsible for all aspects of finance for the Company and brings more than 15 years of financial, commercial, corporate development, and investment management experience.
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 syngas-to-gasoline plus (STG+®) process converts syngas, derived from diverse feedstocks (including biomass or stranded or flared natural gas) into fully finished liquid fuels that require no additional refining, such as Reformulated Blend-stock for Oxygenate Blending (“RBOB”) gasoline.
For more information, please visit www.verdecleanfuels.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,” “focused,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “plans,” “goal,” “project,” “preliminary discussions,” “designed,” “proposed,” “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 develop its first commercial facility, whether due to the inability to obtain the required financing or for any other reason; the failure to realize the anticipated benefits of any particular project or transaction; the risks and uncertainties relating to the implementation of Verde’s business strategy and the timing of any business milestone; the ability of Verde to obtain financing to implement its business strategy with respect to anticipated projects (including its first proposed commercial facility); and the effects of competition on Verde’s business strategy. 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 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 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.
Contacts
Investor Relations:
Caldwell Bailey (ICR)
verdeIR@icrinc.com
Media Relations:
Juliet Fisher (Merchant)
juliet@merchant.agency
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VERDE CLEAN FUELS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| Three Months Ended<br> September 30, | Nine Months Ended<br> September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |||||||||
| General and administrative expenses | $ | 2,693,490 | $ | 2,511,176 | $ | 8,471,640 | $ | 9,234,697 | ||||
| Contingent consideration | - | - | - | (1,299,000 | ) | |||||||
| Research and development expenses | 91,303 | 78,314 | 350,158 | 246,788 | ||||||||
| Total operating loss | 2,784,793 | 2,589,490 | 8,821,798 | 8,182,485 | ||||||||
| Other (income) | (291,385 | ) | (144,004 | ) | (953,721 | ) | (238,891 | ) | ||||
| Interest expense | - | 67,430 | - | 236,699 | ||||||||
| Loss before income taxes | (2,493,408 | ) | (2,512,916 | ) | (7,868,077 | ) | (8,180,293 | ) | ||||
| Income tax (benefit) provision | - | 119,186 | (13,866 | ) | 119,186 | |||||||
| Net loss | $ | (2,493,408 | ) | $ | (2,632,102 | ) | $ | (7,854,211 | ) | $ | (8,299,479 | ) |
| Net loss attributable to noncontrolling interest | $ | (1,715,676 | ) | $ | (1,858,910 | ) | $ | (5,400,401 | ) | $ | (6,202,678 | ) |
| Net loss attributable to Verde Clean Fuels, Inc. | $ | (777,732 | ) | $ | (773,192 | ) | $ | (2,453,810 | ) | $ | (2,096,801 | ) |
| Earnings per share | ||||||||||||
| Weighted average Class A common stock outstanding, basic and diluted | 6,336,078 | 6,153,461 | 6,269,230 | 6,136,171 | ||||||||
| Loss per Share of Class A common stock | $ | (0.12 | ) | $ | (0.13 | ) | $ | (0.39 | ) | $ | (0.34 | ) |
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VERDE CLEAN FUELS, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
| December 31,<br> 2023 | |||||
| ASSETS | |||||
| Current assets: | |||||
| Cash and cash equivalents | 21,673,151 | $ | 28,779,177 | ||
| Accounts receivable – other | 242,138 | - | |||
| Restricted cash | 100,000 | 100,000 | |||
| Prepaid expenses and other current assets | 759,285 | 373,324 | |||
| Total current assets | 22,774,574 | 29,252,501 | |||
| Non-current assets: | |||||
| Property, plant and equipment, net | 749,008 | 62,505 | |||
| Operating lease right-of-use assets, net | 297,335 | 524,813 | |||
| Intellectual patented technology | 1,925,151 | 1,925,151 | |||
| Other assets | 162,119 | 160,669 | |||
| Total non-current assets | 3,133,613 | 2,673,138 | |||
| Total assets | 25,908,187 | $ | 31,925,639 | ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||
| Current liabilities: | |||||
| Accounts payable | 1,070,636 | $ | 184,343 | ||
| Accrued liabilities | 2,211,319 | 1,976,812 | |||
| Operating lease liabilities | 221,213 | 297,380 | |||
| Other current liabilities | 17,928 | - | |||
| Total current liabilities | 3,521,096 | 2,458,535 | |||
| Non-current liabilities: | |||||
| Promissory note – related party | - | 409,612 | |||
| Operating lease liabilities | 93,898 | 232,162 | |||
| Total non-current liabilities | 93,898 | 641,774 | |||
| Total liabilities | 3,614,994 | 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 September 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 September 30, 2024 and December 31, 2023, respectively | 2,250 | 2,250 | |||
| Additional paid in capital | 36,451,797 | 35,014,836 | |||
| Accumulated deficit | (26,376,540 | ) | (23,922,730 | ) | |
| Noncontrolling interest | 12,214,731 | 17,730,035 | |||
| Total stockholders’ equity | 22,293,193 | 28,825,330 | |||
| Total liabilities and stockholders’ equity | 25,908,187 | $ | 31,925,639 |
All values are in US Dollars.
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