Gevo Inc

Board of Directors and Stockholders

Gevo, Inc.

Opinion on the financial statements

We have audited the accompanying consolidated balance sheets of Gevo, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income (loss), changes in stockholders’ equity, and cash flows for each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

Basis for opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical audit matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Consolidation – Variable interest model

As described in Notes 2 and 22 to the consolidated financial statements, the Company enters into agreements with special purpose entities (“SPEs”), some of which are variable interest entities (“VIEs”). The Company consolidates a VIE if it is deemed to be the primary beneficiary. The Company determines it is the primary beneficiary if it has the power to direct the activities that most significantly impact the VIEs’ economic performance and has the obligation to absorb losses or has the right to receive benefits of the VIE that could potentially be significant to the VIE. During September 2022 and February 2023, the Company entered into agreements with Zero6 Energy Development, Inc. (“ZEDI”) to develop and construct facilities to provide carbon neutral power to their Net Zero 1 project via the two Project LLCs: Kingsbury County Wind Fuel, LLC and Dakota Renewable Hydrogen, LLC, respectively. In December

2023 the agreements with ZEDI related to the two Project LLCs were amended to remove certain kickout rights that previously existed. Each Project LLC is a VIE, and the Company holds an implicit variable interest in each Project LLC. As of December 2023, the Company has concluded that the removal of the kickout rights from the agreements has resulted in a loss of control and that, therefore, the Company is no longer the primary beneficiary of the Project LLCs. We identified the Company’s assessment of the primary beneficiary of the Project LLCs as a critical audit matter.

The principal considerations for our determination that performing procedures relating to the deconsolidation of the Project LLCs as VIEs is a critical audit matter are that (i) there is significant judgment by management when determining whether the Company is the primary beneficiary of the VIEs based on the purpose and design of the project LLCs and other legal rights of the parties, including the determination of which party has power to direct the activities that most significantly affect the economic performance of the VIE, as well as the substance of the arrangements, the right to receive potentially significant benefits, indicators if the parties in the arrangements were acting in the role of agents or de facto agents, and (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating audit evidence related to the purpose of each Project LLCs rights and obligations of the variable interest holders, mechanisms for the resolution of disputes among variable interest holders, and other agreements with the legal entity and its variable interest holders.

Our audit procedures related to the assessment of the primary beneficiary of the Project LLCs included the following, among others.

/s/GRANT THORNTON LLP

We have served as the Company’s auditor since 2015.

Denver, Colorado

March 7, 2024