VGAS Verde Clean Fuels Inc

Verde Clean Fuels, Inc. (“Verde”) (Nasdaq: VGAS), a company focused on becoming leading supplier of gasoline and other fuels derived from renewable feedstocks or natural gas, today reported third quarter 2023 GAAP diluted loss per share of $(0.13). The 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 that are otherwise landfilled.

Business Update Highlights

• Verde has entered a Master Services Agreement with Anacapa Engineering and Design. Verde has entered into a Master Services Agreement (MSA) with Anacapa Engineering and Design to support Verde through the California permitting process and the accompanying Environmental Impact Report for our Elk Hills Project. The Elk Hills Project is located at CRC’s Net Zero Industrial Park in Kern County, California where Verde proposes to produce over 7 million gallons of renewable gasoline from agricultural waste while sequestering over 100,000 metric tons of carbon dioxide per year. The resulting fuel is expected to have a negative carbon intensity as a result of the carbon capture and sequestration. Gasoline produced at the Elk Hills facility is expected to qualify for the federal D3 RIN, California’s LCFS credit, and the EPA’s 45-Q carbon sequestration credit.

• Verde is in discussions with various potential offtakers of carbon credits and gasoline. Verde is discussing long-term offtake arrangements with various entities, including super-majors, for the purchase of D3 RINs, LCFS Credits, and gasoline produced by our facilities. Such an arrangement would help manage price risk associated with these commodities and would support our project finance requirements.

• Verde and Cottonmouth Ventures are negotiating a Joint Development Agreement for the first proposed location in the Permian Basin. Verde and Cottonmouth Ventures have completed a preliminary evaluation of several possible Permian Basin locations, including a review of natural gas supply and available utilities, and the parties have selected the first development location for a potential joint project. Verde and Cottonmouth Ventures expect to enter into a Joint Development Agreement to proceed with Front End Engineering and Design (FEED), permitting, and other development activities required for Final Investment Decision (FID).

• Verde has commenced the selection process for FEED/EPC services for the Verde – Cottonmouth Ventures plant in the Permian Basin. Verde has conducted an evaluation of FEED (Front End Engineering and Design) and EPC (Engineering, Procurement, and Construction) providers and is evaluating information and proposals from a select group of firms. Verde expects to enter into a FEED contract upon the completion of its Joint Development Agreement with Cottonmouth Ventures.

 

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

 

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

General and administrative expenses

 

$

2,511,176

 

 

$

867,704

 

 

$

9,234,697

 

 

$

3,338,467

 

Contingent Consideration

 

 

-

 

 

 

(5,288,000

)

 

 

(1,299,000

)

 

 

(7,181,000

)

Research and development expenses

 

 

78,314

 

 

 

72,548

 

 

 

246,788

 

 

 

242,353

 

Total Operating (income) loss

 

 

2,589,490

 

 

 

(4,347,748

)

 

 

8,182,485

 

 

 

(3,600,180

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other (income)

 

 

(144,004

)

 

 

-

 

 

 

(238,891

)

 

 

-

 

Interest Expense

 

 

67,430

 

 

 

-

 

 

 

236,699

 

 

 

-

 

Loss (income) before income taxes

 

 

2,512,916

 

 

 

(4,347,748

)

 

 

8,180,293

 

 

 

(3,600,180

)

Provision for income taxes

 

 

119,186

 

 

 

-

 

 

 

119,186

 

 

 

-

 

Net income (net loss)

 

$

(2,632,102

)

 

$

4,347,748

 

 

$

(8,299,479

)

 

$

3,600,180

 

Net income (loss) attributable to noncontrolling interest

 

$

(1,858,910

)

 

 

-

 

 

$

(6,202,678

)

 

 

-

 

Net income (loss) attributable to Verde Clean Fuels, Inc.

 

$

(773,192

)

 

$

4,347,748

 

 

$

(2,096,801

)

 

$

3,600,180

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average Class A common stock outstanding, basic and diluted

 

 

6,153,461

 

 

 

N/A

 

 

 

6,136,171

 

 

 

N/A

 

Loss per Share of Class A common stock

 

$

(0.13

)

 

 

N/A

 

 

$

(0.34

)

 

 

N/A

 

 

CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

 

 

September 30, 2023

 

 

December 31, 2022

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

31,153,940

 

 

$

463,475

 

Restricted cash

 

 

100,000

 

 

 

-

 

Prepaid expenses

 

 

812,929

 

 

 

113,676

 

Deferred transaction costs

 

 

-

 

 

 

3,258,880

 

Deferred financing costs

 

 

28,847

 

 

 

6,277

 

Total current assets

 

 

32,095,716

 

 

 

3,842,308

 

 

 

 

 

 

 

 

 

 

Non-current assets:

 

 

 

 

 

 

 

 

Security deposits

 

 

268,669

 

 

 

258,000

 

Property, plant and equipment, net

 

 

8,374

 

 

 

7,414

 

Operating lease right-of-use assets, net

 

 

273,712

 

 

 

323,170

 

Intellectual patented technology

 

 

1,925,151

 

 

 

1,925,151

 

Total non-current assets

 

 

2,475,906

 

 

 

2,513,735

 

Total assets

 

$

34,571,622

 

 

$

6,356,043

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$

475,119

 

 

$

2,857,223

 

Accrued liabilities

 

 

2,250,687

 

 

 

762,119

 

Operating lease liabilities – current portion

 

 

255,078

 

 

 

237,970

 

Notes payable – insurance premium financing

 

 

-

 

 

 

11,166

 

Promissory note – related party

 

 

409,612

 

 

 

-

 

Income taxes payable

 

 

431,632

 

 

 

-

 

Total current liabilities

 

 

3,822,128

 

 

 

3,868,478

 

 

 

 

 

 

 

 

 

 

Non-current liabilities:

 

 

 

 

 

 

 

 

Contingent consideration

 

 

-

 

 

 

1,299,000

 

Operating lease liabilities

 

 

-

 

 

 

85,200

 

Total non-current liabilities

 

 

-

 

 

 

1,384,200

 

Total liabilities

 

 

3,822,128

 

 

 

5,252,678

 

Commitments and Contingencies (see Note 5)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity

 

 

 

 

 

 

 

 

Intermediate Member’s Equity

 

$

-

 

 

$

12,775,902

 

Class A common stock, par value $0.0001 per share, 9,387,836 shares issued and outstanding as of September 30, 2023

 

 

939

 

 

 

-

 

Class C common stock, par value $0.0001 per share, 22,500,000 shares issued and outstanding as of September 30, 2023

 

 

2,250

 

 

 

-

 

Additional paid in capital

 

 

34,737,203

 

 

 

-

 

Accumulated deficit

 

 

(23,275,942

)

 

 

(11,672,537

)

Noncontrolling interest

 

 

19,285,044

 

 

 

-

 

Total stockholders’ equity

 

 

30,749,494

 

 

 

1,103,365

 

 

 

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$

34,571,622

 

 

$

6,356,043

 

 

About Verde Clean Fuels

Verde Clean Fuels, Inc. is a renewable energy company specializing in the conversion of synthesis gas, or syngas, derived from diverse feedstocks, such as biomass, municipal solid waste and mixed plastics, as well as natural gas (including synthetic natural gas) and other feedstocks, into gasoline through an innovative and proprietary liquid fuels technology, the STG+® process. Through its STG+® process, Verde converts syngas into Reformulated Blend-stock for Oxygenate Blending (“RBOB”) gasoline. Verde is focused on the development of commercial facilities aimed at turning waste and other bio-feedstocks into a usable stream of syngas which is then transformed into a single finished fuel, such as gasoline, without any additional refining steps.

To learn more about Verde, 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 the benefits of the transaction, Verde’s future financial performance following the transaction, as well as Verde’s strategy, future operations, financial position, estimated revenues and losses, projected costs, 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,” “project,” 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 the business combination, 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 the 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.

View source version on businesswire.com: https://www.businesswire.com/news/home/20231113697146/en/

Investor Relations Contact Caldwell Bailey (ICR) verdeIR@icrinc.com