vgasw-20251231

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____to _____

Commission File Number: 001-40743

Verde Clean Fuels, Inc.

(Exact name of registrant as specified in its charter)


Delaware						85-1863331
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification Number)


711 Louisiana St., Suite 2160 Houston, Texas						77002
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: (908) 281-6000

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 $11.50 per share

VGASW

The Nasdaq Stock Market LLC

Securities registered pursuant to section 12(g) of the Act:

None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☒

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. x

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. o

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of June 30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the voting and non-voting common stock outstanding held by non-affiliates of the registrant was approximately $22.8 million (based on the closing sales price of the Class A common stock on June 30, 2025 of $3.44 per share as reported on the Nasdaq Capital Market).

As of March 27, 2026, there were 22,049,621 shares of Class A common stock and 22,500,000 shares of Class C common stock of the registrant outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Certain sections of the Registrant’s definitive Proxy Statement for its 2026 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission (the “SEC”) within 120 days of the Registrant’s fiscal year ended December 31, 2025, are incorporated by reference in Part III of this Annual Report on Form 10-K (this “Report” and "Annual Report").

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Verde Clean Fuels, Inc.

FORM 10-K

For the Fiscal Year Ended December 31, 2025

TABLE OF CONTENTS


		PAGE
PART I		1
ITEM 1.	Business	1
ITEM 1A.	Risk Factors	15
ITEM 1B.	Unresolved Staff Comments	51
ITEM 1C.	Cybersecurity	51
ITEM 2.	Properties	52
ITEM 3.	Legal Proceedings	52
ITEM 4.	Mine Safety Disclosures	52

PART II		53
ITEM 5.	Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities	53
ITEM 6.	[Reserved]	53
ITEM 7.	Management’s Discussion And Analysis Of Financial Condition And Results Of Operations	53
ITEM 7A.	Quantitative and Qualitative Disclosures about Market Risk	60
ITEM 8.	Financial Statements and Supplementary Data	F-1
ITEM 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	61
ITEM 9A.	Controls and Procedures	61
ITEM 9B.	Other Information	62
ITEM 9C.	Disclosure Regarding Foreign Jurisdictions That Prevent Inspections	62

PART III		63
ITEM 10.	Directors, Executive Officers and Corporate Governance	63
ITEM 11.	Executive Compensation	63
ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	63
ITEM 13.	Certain Relationships and Related Transactions, and Director Independence	63
ITEM 14.	Principal Accountant Fees and Services	63

PART IV		64
ITEM 15.	Exhibits and Consolidated Financial Statement Schedules	64
ITEM 16.	Form 10-K Summary	68

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of present or historical fact, included in this Report, including, without limitation, statements under the headings “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” regarding the Company’s expectations and any future financial performance, as well as the Company’s strategy, future operations, financial position, prospects, plans 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. Important factors, among others, that may affect actual results or outcomes include:

•the financial and business performance of the Company;

•the ability to maintain the listing of the Class A Common Stock and Public Warrants (each as defined below) on Nasdaq (as defined below), and the potential liquidity and trading of such securities;

•the failure to realize the anticipated benefits of the Business Combination (as defined below) that the Company consummated in February 2023, which may be affected by, among other things, competition;

•the future development status of the Company's Permian Basin Project (as defined below), which was suspended in February 2026;

•the Company’s ability to implement and execute its current strategy to pursue capital-lite opportunities, such as the deployment of our STG+® technology through licensing arrangements;

•the Company’s ability to develop and operate any potential project if and to the extent the Company determines in the future to pursue that strategy;

•the Company’s ability to obtain any required financing to advance any potential project;

•the reduction or elimination of government economic incentives to the renewable energy market;

•changing market conditions driven by increasing demand for natural gas in the Permian Basin and potentially in other regions, which could result in higher value markets for such natural gas;

•delays or lack of success in licensing its technology, as well as any acquisition, financing, construction and development of any project that may be developed;

•the length of development cycles for potential projects, including the design and construction processes for a project;

•the Company’s ability to license its STG+® technology and/or identify suitable locations for new or anticipated projects;

•the Company’s or third-party licensee’s dependence on suppliers;

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•changes in local, state, and federal laws, regulations or policies that may affect our business or our industry (such as the effects of tax law changes, and changes in, or rollback of, environmental, health, and safety regulation and regulations addressing climate change, and trade policy);

•decline in public and governmental acceptance and support of renewable energy development and projects;

•demand for renewable energy not being sustained;

•impacts of climate change, changing weather patterns and conditions, and natural disasters;

•the ability to secure necessary governmental and regulatory approvals;

•the availability of, and our ability to qualify for, federal or state level low-carbon fuel credits or other carbon credits;

•any decline in the value of federal or state level low-carbon fuel credits or other carbon credits and the development of the carbon credit markets;

•risks relating to the Company’s status as a development stage company with a history of net losses and no revenue;

•risks relating to the uncertainty of success, any commercial viability, or delays of the Company’s research and development efforts, including any study in which the Company participates that is funded by the Department of Energy or any other governmental agency;

•significant developments in macroeconomic and political conditions beyond the Company’s control, including disruptions in the supply chain, product supply and price volatility due to current hostilities in the Middle East and the government change in Venezuela, increased costs due to inflation, the imposition of tariffs or trade disputes;

•the Company’s success in retaining or recruiting, or changes required in, its officers, key employees or directors;

•the ability of the Company to execute its business model, including market acceptance of gasoline derived from renewable feedstocks;

•litigation and the ability to adequately protect intellectual property rights;

•competition from companies with greater resources and financial strength in the industries in which the Company operates;

•other economic, competitive, governmental, legislative, regulatory, geopolitical, and technological factors that may negatively impact our businesses or operations; and

•other factors detailed under the section titled “Risk Factors.”

The forward-looking statements contained in this Report are based on the Company’s current expectations and beliefs concerning future developments and their potential effects on the Company. There can be no assurance that future developments affecting the Company will be those that the Company has anticipated. These forward-looking statements involve a number of risks, uncertainties (many of which are beyond the Company’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described or incorporated by reference under the heading “Risk Factors” below. Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. There may be additional risks that the Company considers immaterial or which are unknown. It is not possible to predict or identify all such risks. The Company will not and does not undertake any obligation to update or

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revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

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SUMMARY OF SELECTED RISKS ASSOCIATED WITH OUR BUSINESS

Our business faces significant risks and uncertainties. If any of the following risks are realized, our business, financial condition and results of operations could be materially and adversely affected. You should carefully review and consider the full discussion of our risk factors in the section titled “Risk Factors” in Part I, Item 1A of this Report. Some of the more significant risks include the following:

Risks Related to Our Business, Operations and Industry

•Our commercial success depends on our ability to license our STG+® technology and/or to develop and operate plants for the commercial production of gasoline if and to the extent the Company determines to pursue development and operation of commercial production plants;

•While we are focused on optimizing our costs, deploying our technology through capital-lite opportunities and evaluating strategic alternatives that may be available, there is no assurance that we will be successful in this endeavor;

•Our limited history, lack of revenue and limited liquidity makes it difficult to evaluate our business and prospects and may increase the risks associated with your investment;

•We are a development stage company with a history of net losses, we are currently not profitable and we may not achieve or maintain profitability, and if we incur substantial losses, we may have to curtail our operations, which may prevent us from successfully operating and expanding our business;

•Significant capital investment is required to develop and conduct our operations and we intend to raise additional funds and these funds may not be available with acceptable terms or may not be available when needed;

•If we determine to construct new commercial production plants, we likely would face a long and variable design, fabrication, and construction development cycle that requires significant resource commitments and may create fluctuations in whether and when any revenue is recognized, and may have an adverse effect on our business;

•Disruption in the supply chain, including increases in costs, shortage of materials or other disruption of supply, or in the workforce could materially adversely affect our business;

•We have entered into relatively new markets, including renewable natural gas, renewable gasoline and biofuel and these new markets are highly volatile and have significant risk associated with current market conditions;

•Fluctuations in the price of product inputs, including natural gas or renewable feedstocks, may affect our cost structure;

•Fluctuations in petroleum prices and customer demand patterns may reduce demand for renewable fuels and bio-based chemicals and a prolonged environment of low petroleum prices or reduced demand for renewable fuels or biofuels could have a material adverse effect on our long-term business prospects, financial condition and results of operations;

•We may face substantial competition from companies with greater resources and financial strength, which could adversely affect our performance and growth;

•Our proposed projects may not be completed or, if completed, may not perform as expected and our project development activities may consume a significant portion of our management’s focus, and if not successful, reduce any anticipated profitability;

•Fluctuations in the price and availability of energy to power our facilities may harm our performance;

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•We may not be able to develop, maintain and grow strategic relationships, identify new strategic relationship opportunities, or form strategic relationships, in the future;

•Failure of third parties to manufacture quality products or provide reliable services in accordance with schedules, prices, quality and volumes that are acceptable to us could cause delays in developing and operating our commercial production plants, which could damage our reputation, adversely affect our partner relationships or adversely affect our growth;

•We may be unable to successfully perform under future supply and distribution agreements to provide our gasoline, which could harm our commercial prospects;

•Our facilities and processes may fail to produce renewable gasoline at the volumes, rates and costs we expect;

•Even if we are successful in completing a commercial production plant and consistently producing renewable gasoline on a commercial scale, we may not be successful in commencing and expanding commercial operations to support the growth of our business;

•Our actual costs may be greater than expected in developing our commercial production plants if we pursue that strategy, causing us to realize significantly lower profits, if any, or greater losses; and

•Our industry and our technologies are rapidly evolving and may be subject to unforeseen changes and developments in alternative technologies may adversely affect the demand for renewable gasoline, and if we fail to make the right investment decisions in our technologies and products, we may be at a competitive disadvantage.

Legal, Legislative and Regulatory Matters

•We may be unable to qualify for existing federal or state level low-carbon fuel credits and other carbon credits and the carbon credit markets may not develop as quickly or efficiently as we anticipate or at all;

•Liabilities and costs associated with hazardous materials, contamination and other environmental conditions may require us to conduct investigations or remediation or expose us to other liabilities, both of which may adversely impact our operations and financial condition;

•Our operations, and future planned operations, are subject to certain environmental, health and safety laws and permitting requirements, which could result in increased compliance costs or additional operating costs and restrictions. Failure to comply with such laws and regulations could result in substantial fines or other limitations that could adversely impact our financial results or operations;

•Increased geopolitical uncertainty, including as a result of evolving domestic and foreign tariff policies, may adversely affect us by increasing the costs of our business; and

•From time to time, we may be involved in litigation (including the current claim as discussed in Item 3. Legal Proceedings), regulatory actions or government investigations and inquiries, which could have an adverse impact on our financial results and consolidated financial position.

Risks Related to Ownership of Our Securities and Our Capital Structure

•We are a “controlled company” within the meaning of Nasdaq Capital Market rules and, as a result, qualify for exemptions from certain corporate governance requirements, and as a result, you do not have the same protections afforded to stockholders of companies that are not exempt from such corporate governance requirements; and

•We will be required to make payments under the Tax Receivable Agreement (as defined below) and the amounts of such payments could be significant.

Risks Related to Information Technology, Intellectual Property and Cybersecurity

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•Failure to protect our intellectual property, inability to enforce our intellectual property rights or loss of our intellectual property rights through costly litigation or administrative proceedings, could adversely affect our ability to compete and our business.

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PART I

ITEM 1. Business.

Overview

Verde Clean Fuels, Inc. (“we,” “us,” “our,” “Verde,” “Verde Clean Fuels” or the “Company”) owns an innovative and proprietary gas-to-liquids processing technology capable of converting low-value or stranded feedstocks into higher-value clean transportation fuels. Our synthesis 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 engineered for industrial-scale deployment and intended to be delivered in standardized modular units. The technology has been validated through a fully integrated demonstration plant that has completed over 10,000 hours of operation.

We are a Delaware corporation headquartered in Houston, Texas. Our principal executive offices are located at 711 Louisiana St., Suite 2160, Houston, Texas 77002. We also have an office and demonstration plant in Hillsborough, New Jersey.

Our shares of Class A Common Stock and Public Warrants (each as defined below) are listed on the Nasdaq Capital Market ("Nasdaq") under the symbols “VGAS” and “VGASW,” respectively. Our primary stockholder is Bluescape Clean Fuels Holdings, LLC (“Holdings”). Holdings is an affiliate of Bluescape Energy Partners, an alternative investment firm. Our second largest stockholder is Cottonmouth Ventures, LLC (“Cottonmouth”). Cottonmouth is a wholly-owned subsidiary of Diamondback Energy, Inc. (“Diamondback”), an independent oil and natural gas company.

As of December 31, 2025, we are still in the process of deploying our STG+® technology and have not derived revenue from our principal business activities.

“Clean” or “lower-carbon” as used to describe the Company’s products refers to lower carbon intensity (“CI”), lower lifecycle emissions, and lower quantity of greenhouse gas (“GHG”) emissions resulting directly from fuel combustion, relative to gasoline derived from petroleum refining. “Renewable” as used in relation to the Company’s products refers to energy or fuel derived from biomass feedstock.

Recent Developments

On February 6, 2026, we announced the suspension of development of the Permian Basin Project (as defined below) primarily as a result of changing market conditions driven by increasing demand for natural gas in the Permian Basin.

On February 18, 2026, we announced a revised strategy to deploy our innovative and proprietary liquid fuels processing technology through capital-lite opportunities. The shift in strategy is intended to identify the most effective pathways to commercialize the STG+® technology with a disciplined approach to capital allocation. Related to our revised strategy, we have implemented and intend to continue implementing aggressive cost savings initiatives targeting a 50% reduction in costs in 2026 as compared to 2025. In connection with this initiative, our Board of Directors has created a Restructuring Committee and appointed director Jonathan Siegler as the sole member of that committee. The Restructuring Committee’s mandate includes overseeing all aspects of our revised strategy and evaluation of strategic alternatives while ensuring we remain fully NASDAQ-compliant. In connection with our cost savings initiatives, we are streamlining our Board of Directors. Related thereto, current directors Martijn Dekker and Dail St. Claire will not be standing for re-election at the end of their term.

On March 20, 2026, we announced the appointment of George Burdette as Chief Executive Officer (“CEO”) and engagement of Roth Capital Partners (“Roth”) as financial advisor to assist the Company in evaluating strategic alternatives. These announcements are part of the Company’s continued advancement of its previously announced restructuring and cost reduction initiatives. Mr. Burdette succeeds Ernie Miller who is stepping down from his role as CEO to pursue another opportunity. Mr. Miller will remain with the Company as a senior advisor. Mr. Burdette, who has served as the Company’s Chief Financial Officer (“CFO”) since October 2024, will also continue in that role.

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Technology

We acquired our STG+® technology from Primus Green Energy (“Primus”) in 2020, which was originally founded in 2007 and invested over $110 million in developing and demonstrating such technology, including the construction and operation of the demonstration plant. The demonstration plant represents the scalable nature of our operational modular commercial design which has fully integrated reactors and recycle lines and is designed with key variables, like gas velocity and catalyst bed length, at a one-to-one scale with our commercial design. The demonstration plant began operations in 2013, completed over 10,000 hours of operation and is currently maintained in an idle state.

Our STG+® process is designed to convert syngas into fully finished liquid fuels that require no additional refining. Syngas can be produced using conventional processes from a variety of feedstocks, including natural gas and biomass, using established reforming or gasification technologies. Our innovative and proprietary STG+® process compresses and passes syngas through a series of four catalytic reactors in a proprietary sequence operating in a continuous vapor-phase loop to produce fully finished liquid fuels.

The STG+® process utilizes fixed-bed catalytic reactors, minimal rotating equipment, and conventional refinery and gas-plant hardware, contributing to predictable catalyst cycles and steady-state continuous operation. Because the process remains in the vapor phase throughout, it eliminates intermediate condensation, handling, purification, and re-vaporization steps typical of legacy methanol-to-gasoline technologies. The catalysts employed in our process are standard and widely available through established commercial supply chains.

The STG+® process is capable of producing higher-value clean transportation fuels, including reformulated blendstock for oxygenate blending (“RBOB”) gasoline that is free of sulfur and benzene. The gasoline produced is suitable to be considered a “drop-in” substitute for petroleum-derived gasoline and is designed to meet applicable [ASTM] specifications after standard downstream blending. We have developed two different pathways to gasoline production, namely natural gas-to-gasoline and biomass-to-gasoline. In each case, syngas is generated from the feedstock, which is then processed into RBOB gasoline through the STG+® process. Our STG+® process has also been adapted to produce methanol and may be adapted to produce other transportation fuels, which could include sustainable aviation fuel or renewable diesel.

Competition

Commercial production plants that utilize the STG+® technology face competition, including companies in the incumbent petroleum-based industry, as well as those in the emerging renewable fuels industry and others selling carbon credits as a commodity

In the gas-to-liquids (“GTL”) and methanol-to-gasoline (“MTG”) technology markets, we primarily compete with established Fischer-Tropsch (“FT”) technologies and other MTG-based processes. Conventional FT technologies typically convert syngas into a broad distribution of hydrocarbons, including significant heavy wax fractions that require substantial downstream upgrading and refining infrastructure. In the MTG-to-gasoline market specifically, there are only two other companies of which we are aware that have proprietary technologies designed to convert syngas or methanol into gasoline: ExxonMobil Corporation (“Exxon”) and Topsoe A/S (“Topsoe”). We expect that other market participants and/or emerging technologies may also present competition to us in the future.

SEC Form 10-K filed by Verde Clean Fuels Inc.