VGAS on Nasdaq

Verde Clean Fuels, Inc.

American industrial organic chemicals company, incorporated in Delaware1

In its 2026 annual report the company says: “We are a Delaware corporation headquartered in Houston, Texas. We also have an office and demonstration plant in Hillsborough, New Jersey. Our primary stockholder is Bluescape Clean Fuels Holdings, LLC.”4 Its shares trade on Nasdaq under the symbol VGAS.1

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Last updated Oct 20, 2026.

Overview

-$7.0MNet income, fiscal 20252

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  • TickerVGAS on Nasdaq1
  • IndustryIndustrial Organic Chemicals1
  • HeadquartersHouston, Texas1
  • Incorporated inDE3
  • Business address711 Louisiana Street, Suite 2160, Houston, Tx 770023
  • Filer categoryNon-accelerated filer, Smaller reporting company, Emerging growth company3

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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.4 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

-12.0%Return on equity2
-$16.6MFree cash flow2

Financial statements

Operating income5672-$16.5M in 2025+3502% since 2021
-$20.0M-$15.0M-$10.0M-$5.0M0$5.0M2021: -$456.8K-$456.8K20212022: $2.7M$2.7M20222023: -$10.5M-$10.5M20232024: -$11.7M-$11.7M2024+11%2025: -$16.5M-$16.5M2025+41%
Net income5672-$7.0M in 2025+1366% since 2021
-$7.5M-$5.0M-$2.5M0$2.5M$5.0M2021: -$474.6K-$474.6K20212022: $2.7M$2.7M20222023: -$2.7M-$2.7M20232024: -$3.3M-$3.3M2024+22%2025: -$7.0M-$7.0M2025+109%

Every line of the income statement as filed: the last 2 fiscal years, latest first.2

Period ending2025-12-312024-12-31
General and administrative expenses$11.9M$11.2M
Research and development expenses$591.0K$451.0K
Impairment of property, plant and equipment$3.9M$0
Total operating loss$16.5M$11.7M
Other (income)-$2.4M-$1.2M
Loss before income taxes-$14.0M-$10.5M
Income tax expense$106.0K$51.0K
Net loss-$14.1M-$10.5M
Net loss attributable to noncontrolling interest-$7.2M-$7.2M
Net loss attributable to Verde Clean Fuels, Inc.-$7.0M-$3.3M

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Corporate structure

Verde Clean Fuels, Inc. sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Verde Clean Fuels, Inc.

  • HIGHBRIDGE CAPITAL MANAGEMENT LLC Filed SCHEDULE 13G/A on Verde Clean Fuels, Inc., latest Feb 17, 2026 (4 filings since Jan 27, 2022)
  • Goldman Sachs Filed SCHEDULE 13G/A on Verde Clean Fuels, Inc., latest Feb 9, 2026 (2 filings since Nov 14, 2025)
  • Walleye Capital LLC Filed SCHEDULE 13G/A on Verde Clean Fuels, Inc., latest Apr 3, 2025 (3 filings since Feb 14, 2024)
  • BLUESCAPE CLEAN FUELS HOLDINGS, LLC Filed SCHEDULE 13D/A on Verde Clean Fuels, Inc., latest Jan 30, 2025 (2 filings since Feb 27, 2023)
  • Saba Capital Management, L.P. Filed SC 13G/A on Verde Clean Fuels, Inc., latest Feb 8, 2024 (3 filings since Oct 12, 2021)
  • CENAQ Sponsor LLC. Filed SC 13G/A on Verde Clean Fuels, Inc., latest Jan 23, 2024 (2 filings since May 25, 2022)
  • Lighthouse Investment Partners, LLC Filed SC 13G/A on Verde Clean Fuels, Inc., latest Feb 14, 2023 (2 filings since Feb 8, 2022)
  • Yakira Capital Management, Inc. Filed SC 13G/A on Verde Clean Fuels, Inc., latest Jan 31, 2023 (2 filings since Feb 9, 2022)
  • Shaolin Capital Management LLC Filed SC 13G on Verde Clean Fuels, Inc., latest Feb 11, 2022
  • Space Summit Capital LLC Filed SC 13G/A on Verde Clean Fuels, Inc., latest Feb 3, 2022
  • Weiss Asset Management LP Filed SC 13G/A on Verde Clean Fuels, Inc., latest Jan 28, 2022
  • Verde Clean Fuels, Inc. Houston, Texas

Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Verde Clean Fuels, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Construction in progress$1.0M7 Dec 31, 2024
Property and equipment, before depreciation$133.0K2 Dec 31, 2025$1.2M2 Dec 31, 2024−88.5%
Accumulated depreciation$71.0K2 Dec 31, 2025$58.0K2 Dec 31, 2024+22.4%
Property and equipment, net$62.0K2 Dec 31, 2025$1.1M2 Dec 31, 2024−94.3%
Operating-lease assets (leased space)$173.0K2 Dec 31, 2025$216.0K2 Dec 31, 2024−19.9%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$57.2M2 Dec 31, 2025$19.0M2 Dec 31, 2024+200.4%

Intangibles and goodwill

ItemLatestA year beforeChange
Intangible assets, net (excluding goodwill)$1.9M2 Dec 31, 2025$1.9M2 Dec 31, 20240%

Properties, in its own words

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. We lease our office in Houston, Texas and office and demonstration plant in Hillsborough, New Jersey. The lease for our office in Houston is through February 2027 and the lease for our office and demonstration plant in Hillsborough, New Jersey is through April 2026. Subsequent to year ended December 31, 2025, we extended the lease for our office and demonstration plant in Hillsborough, New Jersey for an additional year through April 2027.

Leasing our facilities gives us the flexibility to expand or reduce our office space as appropriate. We believe our current facilities are adequate for our current needs.

Item 2 of the 10-K filed Mar 27, 2026.4

Leadership

Who has led Verde Clean Fuels, Inc., and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. J. Russell Porter2021–2022

Chair

  1. John B. Connally Iii.2021

President

  1. Michael J. Mayell2021–2022

Chief financial officer

  1. Michael J. Mayell2021–2022
2025
Board members and other officers (13)

Former names

  • CENAQ Energy Corp.Jan 26, 2021 to Feb 16, 20233

Timeline

  1. Aug 11, 20268-K Results of operations27
  2. Jun 15, 20268-K Shareholder vote28
  3. Jun 9, 20268-K Executive or director change29
  4. May 12, 20268-K Results of operations30
  5. Mar 27, 20268-K Results of operations31
  6. Mar 23, 20268-K Executive or director change; Regulation FD disclosure32
  7. Feb 6, 20268-K Regulation FD disclosure33
  8. Nov 14, 20258-K Results of operations34
  9. Aug 13, 20258-K Results of operations35
  10. Jun 12, 20258-K Shareholder vote36
  11. May 14, 20258-K Financial statements and exhibits37
  12. Apr 7, 20258-K Bylaws or fiscal year changed38
  13. Oct 18, 2021New chief executive J. Russell Porter becomes CEO13

Calendar

Coming up

  1. Nov 12, 2026Reports results for the quarter ending Sep/202639

When it reported results

  1. Aug 11, 2026Reported quarterly or annual results27
  2. May 12, 2026Reported quarterly or annual results30
  3. Mar 27, 2026Reported quarterly or annual results31
  4. Nov 14, 2025Reported quarterly or annual results34
  5. Aug 13, 2025Reported quarterly or annual results35
  6. Mar 28, 2025Reported quarterly or annual results40
  7. Nov 13, 2024Reported quarterly or annual results41
  8. Aug 13, 2024Reported quarterly or annual results42

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

223 filings to the SEC since October 2021: 6 annual reports, 16 quarterly reports, 40 major events, 80 insider forms, 26 large holders, 55 other. The latest 20:

  1. Aug 14, 20264 EDGAR
  2. Aug 14, 20264 EDGAR
  3. Aug 14, 20264 EDGAR
  4. Aug 14, 20264 EDGAR
  5. Aug 14, 20264 EDGAR
  6. Aug 14, 20264 EDGAR
  7. Aug 14, 20264 EDGAR
  8. Aug 11, 202610-Q EDGAR
  9. Aug 11, 20268-K EDGAR
  10. Jul 31, 2026S-8 EDGAR
  11. Jun 15, 20268-K EDGAR
  12. Jun 9, 2026DEFA14A EDGAR
  13. Jun 9, 20268-K EDGAR
  14. May 12, 202610-Q EDGAR
  15. May 12, 20268-K EDGAR
  16. Apr 28, 2026DEFA14A EDGAR
  17. Apr 28, 2026DEF 14A EDGAR
  18. Mar 27, 202610-K EDGAR
  19. Mar 27, 20268-K EDGAR
  20. Mar 23, 20268-K EDGAR

The 223 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

3 open-market trades by officers, directors and large owners since October 2021: 3 buys and 0 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Jan 29, 2025Diamondback Energy, Inc.DirectorBuy12,500,000$4.00$50.0MForm 4
May 19, 2023DEKKER MARTIJNDirectorBuy25,000$10.00$250.0KForm 4
Feb 9, 2023Salinas Sada Benjamin FranciscoDirectorBuy387,973$10.31$4.0MForm 4

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 34. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Bluescape Energy Partners LLC800,000$816.0K0.3%No change
Vanguard Capital Management LLC122,540$125.0K0.0%No change
Geode Capital Management, LLC43,825$44.7K0.0%−61,382
Aqr Capital Management LLC37,259$38.0K0.0%+16,559
Susquehanna International Group, Llp32,401$33.0K0.0%New
BlackRock, Inc.28,387$29.0K0.0%−130,726
Tower Research Capital LLC (TRC)27,357$27.9K0.0%+21,467
Goldman Sachs Group Inc23,353$23.8K0.0%New
Carlson Capital, L.P.20,000$20.4K0.0%New
Jane Street Group, LLC19,507$19.9K0.0%New
PNC Financial Services Group, Inc.17,309$17.7K0.0%+5,775
Vanguard Fiduciary Trust Co10,028$10.2K0.0%−3,316
Morgan Stanley7,302$7.4K0.0%+5,073
Russell Investments Group, Ltd.5,690$5.8K0.0%+4,232
Fmr LLC4,404$4.5K0.0%−2,150
Integrated Wealth Concepts LLC2,096$2.1K0.0%New
Royal Bank Of Canada2,201$2.0K0.0%+603
UBS Group AG1,873$1.9K0.0%−954
Farther Finance Advisors, LLC582$5950.0%+28
Bnp Paribas Financial Markets506$5160.0%−892
Arax Advisory Partners472$4810.0%+466
GAMMA Investing LLC150$1530.0%No change
Barclays PLC141$1440.0%−781
Jpmorgan Chase & Co75$830.0%−1,745
EverSource Wealth Advisors, LLC64$650.0%+32

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Verde Clean Fuels, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARVerde Clean Fuels, Inc.1
  • CIK0001841425
  • Employer ID (EIN)85-18633314
  • Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; not a shell company4
  • Incorporated inDelaware4
  • Fiscal year endsDecember 311
  • Industry code (SIC)2860 Industrial Organic Chemicals1
  • SEC reviewing officeOffice of Industrial Applications and Services, Division of Corporation Finance1
  • Business address711 Louisiana Street, Suite 2160, Houston, TX 770021
  • Phone908-281-60001
  • Shares outstanding22,049,621 Common Class A shares; 22,500,000 Common Class C shares as of Mar 27, 20264
  • Public float$22.8M as of Jun 30, 20254
  • AuditorDeloitte & Touche LLP, Dallas, Texas PCAOB ID 34; no auditor attestation of internal control over financial reporting4
  • On EDGAR sinceJan 26, 20211
  • Filings252 in all: 4 (54), 8-K (41), 3 (24), 10-Q (16), DEFA14A (15), SC 13G/A (12), 424B3 (11), CORRESP (10)1
    All 35 form types

    SC 13G (10), UPLOAD (6), 10-K (5), S-1/A (5), 4/A (4), NT 10-Q (4), DEF 14A (3), EFFECT (3), POS AM (3), SCHEDULE 13D/A (3), SCHEDULE 13G/A (3), S-1 (2), S-8 (2), SC 13D (2), SCHEDULE 13G (2), 10-K/A (1), 10-Q/A (1), 25-NSE (1), 8-A12B (1), 8-K/A (1), CERT (1), DEF 14C (1), DEFM14A (1), DRS (1), PRE 14C (1), PREM14A (1), PRER14A (1)

  • Latest filingsAnnual report (10-K) Mar 27, 2026
    Quarterly report (10-Q) Aug 11, 2026
    Proxy statement (DEF 14A) Apr 28, 2026
    Latest 8-K (8-K) Aug 11, 2026

Securities registered for trading

ClassSymbolExchange
Class A Common Stock, par value $0.0001 per shareVGASThe 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 shareVGASWThe Nasdaq Stock Market LLC

From the cover page of the 10-K filed Mar 27, 2026 (Section 12(b) of the Exchange Act).4

Risk factors and legal proceedings

The risks Verde Clean Fuels, Inc. names in Item 1A of its 10-K filed Mar 27, 2026: 74 risks under these headings, as written.4

  • We may face additional risks and uncertainties that are not presently known to us, or that we currently deem immaterial, which may also impair our business or financial condition.
  • 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 should the Company determine to pursue development and operation of commercial production plants.
  • Suspension of Development of Permian Basin Project.
  • 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, 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.
  • 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.
The other 63 risks
  • Inflation may adversely affect us by increasing costs of our business.
  • We may face substantial competition from companies with greater resources and financial strength, which could adversely affect our performance and growth.
  • Our proposed growth 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.
  • We may not be able to develop, maintain and grow strategic relationships, identify new strategic relationship opportunities, or form strategic relationships, in the future.
  • We may acquire or invest in additional companies, which may divert our management’s attention, result in additional dilution to our stockholders, and consume resources that are necessary to sustain our business.
  • Fluctuations in the price and availability of energy to power our facilities may harm our performance.
  • We may be subject to liabilities and losses that may not be covered by insurance.
  • Renewable gasoline has not previously been used as a commercial fuel in significant amounts, its use subjects us to product liability risks and we may become subject to product liability claims, which could harm our financial condition and liquidity if we are not able to successfully defend or insure against such claims.
  • 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 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.
  • The facilities and processes may fail to produce 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.
  • Business interruptions, including those related to the widespread outbreak of an illness, pandemic (such as COVID-19), adverse weather conditions, manmade problems such as terrorism and other catastrophic events, may have an adverse impact on our business and results of operations.
  • 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.
  • 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 and natural-gas-derived gasoline, and if we fail to make the right investment decisions in our technologies and products, we may be at a competitive disadvantage.
  • Our business and prospects depend significantly on our ability to build our brand and we may not succeed in continuing to establish, maintain, and strengthen our brand, and our brand and reputation could be harmed by negative publicity regarding our company or products.
  • Legal, Legislative and Regulatory Matters
  • We may be unable to qualify for existing federal and 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.
  • Our operations, and future planned operations, are subject to certain environmental, health and safety laws or 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.
  • Transition risks related to climate change could have a material and adverse effects on us.
  • 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.
  • Increased focus on sustainability and ESG matters could impact our operations and expose us to additional risks.
  • Third parties on whom we may rely for transportation services are subject to complex federal, state and other laws that could adversely affect our operations.
  • We may not be able to obtain, or comply with terms and conditions for, government grants, loans, and other incentives for which we may apply for in the future, which may limit our opportunities to expand our business.
  • We may expand our operations globally, which would subject us to anti-corruption, anti-bribery, anti-money laundering, trade compliance, economic sanctions and similar laws, and non-compliance with such laws may subject us to criminal or civil liability and harm our business, financial condition and/or results of operations. We may also be subject to governmental export and import controls that could impair our ability to compete in international markets or subject us to liability if we violate the controls.
  • We face risks associated with increased geopolitical uncertainty, including as a result of evolving domestic and foreign tariff policies.
  • Concerns regarding the environmental impact of renewable gasoline production could affect public policy which could impair our ability to operate at a profit and substantially harm our revenues and operating margins.
  • 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.
  • Changes in laws or regulations, or a failure to comply with any laws or regulations, may adversely affect our business, investments and results of operations.
  • As a result of plans to expand our business operations, including to jurisdictions in which tax laws may not be favorable, our obligations may change or fluctuate, become significantly more complex or become subject to greater risk of examination by taxing authorities, any of which could adversely affect our after-tax profitability and financial results.
  • Changes in tax laws or the imposition of new or increased taxes may adversely affect our financial condition, results of operations and cash flows.
  • The new 1% U.S. federal excise tax on repurchases of corporate stock included in the IR Act could cause a reduction in the value of our Class A Common Stock.
  • Risks Related to Management and Our Employees
  • If we lose key personnel, including key management personnel, or are unable to attract and retain additional personnel, it could delay our development and harm our research, make it more difficult to pursue partnerships or develop our own products or otherwise have a material adverse effect on our business.
  • Agreements containing confidentiality provisions and restrictive covenants with employees, contractors, consultants and other third-parties may not adequately prevent disclosures of trade secrets and other proprietary information.
  • We may be subject to claims that our employees, consultants or independent contractors have wrongfully used or disclosed confidential information or alleged trade secrets of third parties or competitors or are in breach of noncompetition or non-solicitation agreements with our competitors or their former employers.
  • Risks Related to Ownership of Our Securities and Our Capital Structure
  • Future sales and issuances of shares of our Class A Common Stock could result in additional dilution of the percentage ownership of our stockholders and could cause our share price to fall.
  • Future sales of a substantial number of shares of our Class A Common Stock, or the perception in the market that the holders of a large number of shares of Class A Common Stock intend to sell shares, could reduce the market price of our Class A Common Stock.
  • We may issue additional shares of Class A Common Stock under an employee incentive plan. Any such issuances would dilute the interest of our stockholders and likely present other risks.
  • Holdings owns the majority of our voting stock and has the right to appoint a majority of our Board members, and its interests may conflict with those of other stockholders.
  • Cottonmouth owns a significant percentage of our Class A Common Stock and will be able to exert significant control over matters subject to stockholder approval.
  • We may amend the terms of the Warrants in a manner that may be adverse to holders of Public Warrants with the approval by the holders of at least 50% of the then-outstanding Public Warrants. As a result, the exercise price and the exercise period of the Warrants could be changed and the number of shares of our Class A Common Stock purchasable upon exercise of a Warrant could be decreased, all without a holder’s approval.
  • There can be no assurance that we will be able to comply with the continued listing standards of Nasdaq.
  • Because there are no current plans to pay cash dividends on shares of Class A Common Stock for the foreseeable future, you may not receive any return on investment unless you sell your shares of Class A Common Stock for a price greater than that which you paid for it.
  • The trading price of our securities is limited and volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control.
  • If securities or industry analysts do not publish or cease publishing research or reports about us, our business or our market, or if they change their recommendations regarding our Class A Common Stock adversely, the price and trading volume of our Class A Common Stock could decline.
  • We are a holding company, and our only material asset is our equity interest in OpCo, and we will accordingly be dependent upon distributions from OpCo to pay taxes, make payments under the Tax Receivable Agreement and cover our corporate and other overhead expenses.
  • In the event that payment obligations under the Tax Receivable Agreement are accelerated in connection with certain mergers, other forms of business combinations or other changes of control, the consideration payable to holders of our Class A Common Stock could be substantially reduced.
  • In certain circumstances, OpCo will be required to make tax distributions to the OpCo unitholders, including us, and the tax distributions that OpCo will be required to make may be substantial. The OpCo tax distribution requirement may complicate our ability to maintain our intended capital structure.
  • The JOBS Act permits “emerging growth companies” like us to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies.
  • We are a smaller reporting company, and we cannot be certain if the reduced reporting requirements applicable to smaller reporting companies will make our Class A Common Stock less attractive to investors.
  • We are a “controlled company” within the meaning of Nasdaq 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.
  • The Charter designates state courts within the State of Delaware as the exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or agents.
  • We will be required to make payments under the Tax Receivable Agreement and the amounts of such payments could be significant.
  • In certain cases, payments under the Tax Receivable Agreement may be accelerated and/or significantly exceed the actual benefits, if any, we realize in respect of the tax attributes subject to the Tax Receivable Agreement.
  • We will not be reimbursed for any payments made under the Tax Receivable Agreement in the event that any tax benefits are subsequently disallowed.
  • If OpCo were to become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, we and OpCo might be subject to potentially significant tax inefficiencies, and we would not be able to recover payments previously made by us under the Tax Receivable Agreement even if the corresponding tax benefits were subsequently determined to have been unavailable due to such status.
  • Risks Related to Financial and Accounting Matters
  • The Company identified material weaknesses in its internal control over financial reporting that have been remediated, and if we are unable to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results, and we may face litigation as a result.
  • There are inherent limitations in all control systems, and misstatements due to error or fraud that could seriously harm our business may occur and not be detected.
  • If our estimates or judgments relating to our critical accounting policies prove to be incorrect or financial reporting standards or interpretations change, our operating results could be adversely affected.
  • We may in the future use hedging arrangements to mitigate certain risks, but the use of such derivative instruments could have a material adverse effect on our results of operations.
  • Risks Related to Information Technology, Intellectual Property and Cybersecurity
  • 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.
  • If we fail to comply with our obligations under license or technology agreements with third parties or are unable to license rights to use technologies on reasonable terms, we may be required to pay damages and could potentially lose license rights that are critical to our business.
  • Obtaining and maintaining our patent protection depends on compliance with various procedural, documentary, fee payment and other requirements imposed by governmental patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements.

Legal proceedings

From time to time, we may be subject to various claims, lawsuits and other legal and administrative proceedings that may arise in the ordinary course of business. Some of these claims, lawsuits and proceedings may involve highly complex issues that are subject to substantial uncertainties, and could result in damages, fines, penalties, non-monetary sanctions or relief. Other than as described below, we are not currently a party to any known claim, lawsuit or proceeding.

On February 27, 2026, Five Star Clean Fuels filed an original petition against the Company seeking a declaratory judgment that a letter agreement between a subsidiary of the Company and a predecessor of Five Star Clean Fuels constituted a binding contract that effectuates a grant to Five Star Clean Fuels of certain non-exclusive rights to utilize the STG+® technology. The petition primarily seeks non-monetary relief, other than court costs and attorney fees. The Company intends to defend its position against the claim. At this time, the Company is unable to reasonably estimate a possible financial loss or range of financial loss, if any, that may be incurred to resolve this matter. See Notes 7 and 14 in the accompanying consolidated financial statements for further information.

The opening of Item 3, Legal Proceedings.4

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