VGASW Verde Clean Fuels Inc

 

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): May 14, 2024

 

Verde Clean Fuels, Inc.
(Exact name of registrant as specified in its charter)

 

Delaware		001-40743		85-1863331
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer 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 Financial Condition

 

On May 14, 2024, Verde Clean Fuels, Inc. (the “Company”) issued a press release reporting the financial results for its first 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.

 

Exhibit Number		Description
99.1*		Press Release dated May 14, 2024
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:  May 14, 2024	Verde Clean Fuels, Inc.
	By:	/s/ Ernest Miller
		Name:	Ernest Miller
		Title:	Chief Executive Officer and Interim Chief Financial Officer

 

 

2

 

 

 

Exhibit 99.1

 

 

Verde Clean Fuels, Inc. Reports First Quarter 2024 Results

 

Houston, TX, May 14, 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 first quarter 2024 GAAP diluted net loss per share of $(0.13). The first quarter net loss consists 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.

 

Business Update Highlights Through May 14, 2024

 

●

Verde is participating in a US Department of Energy (DOE) funded consortium that is studying the production of zero emission methanol. A consortium, led by TDA Research, Inc. and which also includes the University of Colorado – Denver, plans to complete a conceptual design study for a system having the potential of capturing and then utilizing ambient CO2 to produce “green” methanol. TDA will design a direct air capture (DAC) process for sourcing of CO2 from the atmosphere and lead the integration of the DAC with the methanol plant. Verde plans to design and model the methanol production unit using its proprietary STG+® technology, with the goal to utilize CO2 from the DAC, and hydrogen from a carbon-free source, to potentially produce green methanol. Total funding under the award to the consortium is $400,000. An additional $100,000 is expected to come from non-DOE sources, for aggregate funding of up to $500,000 for the project. Based on the results of the study, other project phases may follow. The Company expects that methanol may play a vital role in decarbonizing the maritime and chemical industries.

 

●

Verde continues to proceed with the selection process for FEED/EPC services for the Cottonmouth Ventures Permian Basin project.  Since the execution of the Cottonmouth Ventures JDA in February 2024, Verde continues with the selection process of a front-end engineering and design (“FEED”) and engineering, procurement, and construction (“EPC”) partner.

 

●

Verde is in preliminary discussions with various potential offtake parties of carbon credits and gasoline.  Verde is in preliminary discussions with various parties with respect to long-term offtake arrangements for the purchase of D3 RINs, LCFS Credits, and gasoline that may be produced in any future projects.  Such potential arrangements, if entered into, could help manage price risk associated with these commodities and could support expected project finance requirements.

 

 

 

VERDE CLEAN FUELS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

		Three Months Ended March 31,
		2024				2023
General and administrative expenses		$	2,789,376			$	4,265,640
Contingent consideration			-				(1,299,000	)
Research and development expenses			85,835				82,662
Total operating loss			2,875,211				3,049,302
Other (income)			(346,128	)			-
Interest expense			-				67,825
Loss before income taxes			(2,529,083	)			(3,117,127	)
Provision for income taxes			-				-
Net loss		$	(2,529,083	)		$	(3,117,127	)
Net loss attributable to noncontrolling interest		$	(1,756,712	)		$	(2,542,666	)
Net loss attributable to Verde Clean Fuels, Inc.		$	(772,371	)		$	(574,461	)
Earnings per share
Weighted average Class A common stock outstanding, basic and diluted			6,173,716				6,124,245
Net loss per share of Class A common stock		$	(0.13	)		$	(0.09	)

 

 

 

VERDE CLEAN FUELS, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

		As of
		March 31, 2024				December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents		$	25,941,604			$	28,779,177
Restricted cash			100,000				100,000
Prepaid expenses			1,406,010				373,324
Total current assets			27,447,614				29,252,501
Non-current assets:
Security deposits			160,669				160,669
Property, plant and equipment, net			67,791				62,505
Operating lease right-of-use assets, net			453,862				524,813
Intellectual patented technology			1,925,151				1,925,151
Total non-current assets			2,607,473				2,673,138
Total assets		$	30,055,087			$	31,925,639
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	367,036			$	184,343
Accrued liabilities			2,227,546				1,976,812
Operating lease liabilities – current portion			326,446				297,380
Other current liabilities			32,027				-
Total current liabilities			2,953,055				2,458,535
Non-current liabilities:
Promissory note – related party			-				409,612
Operating lease liabilities			147,472				232,162
Total non-current liabilities			147,472				641,774
Total liabilities			3,100,527				3,100,309
Stockholders’ equity
Class A common stock, par value $0.0001 per share, 9,428,797 and 9,387,836 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively			943				939
Class C common stock, par value $0.0001 per share, 22,500,000 shares issued and outstanding as of March 31, 2024 and December 31, 2023			2,250				2,250
Additional paid in capital			35,673,145				35,014,836
Accumulated deficit			(24,695,101	)			(23,922,730	)
Noncontrolling interest			15,973,323				17,730,035
Total stockholders’ equity			26,954,560				28,825,330
Total liabilities and stockholders’ equity		$	30,055,087			$	31,925,639

 

 

 

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.

 

 

4

 

v3.24.1.1.u2

Cover	May 14, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 14, 2024
Entity File Number	001-40743
Entity Registrant Name	Verde Clean Fuels, Inc.
Entity Central Index Key	0001841425
Entity Tax Identification Number	85-1863331
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	711 Louisiana St
Entity Address, Address Line Two	Suite 2160
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77002
City Area Code	908
Local Phone Number	281-6000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	true
Class A Common Stock, par value $0.0001 per share
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	VGAS
Security Exchange Name	NASDAQ
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share
Trading Symbol	VGASW
Security Exchange Name	NASDAQ

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