Verde Clean Fuels, Inc.

Previous wording

Our commercial success depends on our ability to develop and operate plants for the commercial production of gasoline.

Current wording

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.

Previous wording

Our business strategy includes growth primarily through the construction and development of commercial production plants. This strategy depends on our ability to successfully construct and complete commercial production plants on favorable terms and on our expected schedule, obtain the necessary permits, governmental approvals and carbon credit qualifications needed to operate our commercial production plants and identify and evaluate development and partnership opportunities to expand our business. We cannot guarantee that we will be able to successfully develop any commercial production plants, obtain necessary approvals, qualifications and permits necessary to operate, identify new opportunities and develop new technologies and commercial production plants, or establish and maintain our relationships with key strategic partners. In addition, we will compete with other companies for these development opportunities, which may increase our costs. We also expect to achieve growth through the expansion of our in-process projects as the facilities are expanded or otherwise begin to produce renewable gasoline, but we cannot assure you that we will be able to reach or renew the necessary agreements to complete these commercial production plants or expansions. If we are unable to successfully identify and consummate future commercial production plant opportunities or complete or expand our planned commercial production plants, it will impede our ability to execute our growth strategy.

Current wording

Our business strategy includes growth primarily through the licensing of our STG+® technology and, if we so determine to pursue, the construction and development of commercial production plants. Historically, our focus was on construction and development of commercial production plants but we have recently adopted a capital-lite opportunities growth strategy focusing on licensing our STG+® technology and providing engineering, technical and operational services. Our strategy depends on our ability to contract with and license our technology with well-capitalized third-parties. If we in the future determine to construct and develop facilities, our strategy would depend upon our ability to successfully construct and complete commercial production plants on favorable terms and on our expected schedule, obtain the necessary permits, governmental approvals and carbon credit qualifications needed to operate our commercial production plants and identify and evaluate development and partnership opportunities to expand our business. We cannot guarantee that we will be able to successfully license our STG+® technology or provide necessary engineering, technical and operational services or, if we determine in the future to construct and develop any commercial production plants, obtain necessary approvals, qualifications and permits necessary to operate, identify new opportunities and develop new technologies and commercial production plants, or establish and maintain our relationships with key strategic partners. In addition, we will compete with other companies for these development opportunities, which may increase our costs. If we are unable to successfully implement our business strategy, it will impede our ability to grow.

Previous wording

There is no assurance that our JDA with Cottonmouth will result in a FID to proceed and/or entry into final definitive agreements with respect to the proposed project in the Permian Basin. We will be required to expend development costs prior to such determination, which costs we will not recoup if such project does not proceed.

Current wording

There is no assurance that our JDA with Cottonmouth will result in the development of any commercial production plant. As development of the Permian Basin Project was recently suspended, there can be no assurance that this project will ever regain traction, or if it does, that it will result in a FID to proceed and/or entry into final definitive agreements with respect to the proposed project in the Permian Basin. The costs we have spent to date will likely not be recouped.

Previous wording

Our ability to develop and operate commercial production plants, as well as expand production at future commercial production plants, is subject to many risks beyond our control, including:

Current wording

Our ability to license our STG+® technology and/or to develop and operate commercial production plants if we determine to pursue that strategy, as well as expand production at any future commercial production plants, is subject to many risks beyond our control, including:

Previous wording

•changes in quality standards or other regulatory changes that may limit our ability to produce gasoline or increase the costs of processing gasoline, or limit the attractiveness of our technology;

Current wording

•changes in quality standards or other regulatory changes, including roll-back of previously existing environment regulations, that may limit our ability to produce gasoline or increase the costs of processing gasoline, or limit the attractiveness of our technology;

Previous wording

•the ability to establish and maintain our relationships with key strategic partners, on favorable terms or at all;

Current wording

•the ability to establish and maintain our relationships with key strategic partners, including third-party licensees, on favorable terms or at all;

Previous wording

•the ability to obtain financing for a commercial production plant on acceptable terms or at all and the need for substantially more capital than initially budgeted to complete a commercial production plant and exposure to liabilities as a result of unforeseen environmental, construction, technological or other complications;

Current wording

•the ability to obtain financing for a commercial production plant (whether by third-party licensees or us if we decide in the future to construct and develop facilities) on acceptable terms or at all and the need for substantially more capital than initially budgeted by a third-party licensee or us to complete a commercial production plant and exposure to liabilities as a result of unforeseen environmental, construction, technological or other complications;

Previous wording

•global and regional macroeconomic conditions, such as tariffs, high inflation, high interest rates, changes to monetary policy, and military hostilities in multiple geographies (including the ongoing conflict between Ukraine and Russia and the conflict in the Middle East);

Current wording

•global and regional macroeconomic conditions, such as tariffs, high inflation, high interest rates, changes to monetary policy, and military hostilities in multiple geographies (including the ongoing conflict between Ukraine and Russia, and the ongoing hostilities in the Middle East, and the change in government in Venezuela);

Previous wording

Any of these factors could prevent us from developing, operating or expanding our commercial production plants, or otherwise adversely affect our business, financial condition and results of operations.

Current wording

Any of these factors could prevent a third-party licensee or us from developing, operating or expanding our commercial production plants, or otherwise adversely affect our business, financial condition and results of operations.

Previous wording

Although our core syngas-to-gasoline technology has been developed and tested since 2007, we have not produced gasoline on a large-scale, commercial level. As a result, we have a limited operating history upon which to evaluate our business and future prospects, which subjects us to a number of risks and uncertainties, including our ability to plan for and predict future growth. Since the acquisition of the STG+® technology, we have made progress towards constructing our first commercial production plant, including more recently focusing on our development of projects that we believe have quicker paths to commercial operations. For example, we anticipate the Permian Basin Project to result in our first commercial production plant.

Current wording

Although our STG+® technology has been developed and tested since 2007, we have not produced gasoline on a large-scale, commercial level. As a result, we have a limited operating history upon which to evaluate our business and future prospects, which subjects us to a number of risks and uncertainties, including our ability to plan for and predict future growth. To date, we have not generated any revenue. We do not expect to generate any meaningful revenue unless and until we are able to commercialize our technology. In February 2026, we suspended the development of the Permian Basin Project and announced a revised strategy to pursue capital-lite opportunities to deploy our STG+® technology through licensing and providing engineering, technical and operational services. There can be no assurance that our revised strategy will achieve our objective of commercializing our technology.

Previous wording

We have encountered and expect to continue to encounter risks and difficulties experienced by growing companies in rapidly developing and changing industries, including challenges related to achieving market acceptance of our low-carbon or renewable fuels, competing against companies with greater financial and technical resources, competing against entrenched incumbent competitors that have long-standing relationships with our prospective customers in the commercial renewable fuels market, recruiting and retaining qualified employees, and making use of our limited resources. We cannot ensure that we will be successful in addressing these and other challenges that we may face in the future, and our business may be adversely affected if we do not manage these risks appropriately. As a result, we may not attain sufficient revenue (if any) to achieve or maintain positive cash flow from operations or profitability in any given future period, if at all.

Current wording

We have encountered and expect to continue to encounter risks and difficulties experienced by growing companies in rapidly developing and changing industries, including challenges related to achieving market acceptance of our low-carbon or renewable fuels, competing against companies with greater financial and technical resources, competing against entrenched incumbent competitors that have long-standing relationships with our prospective customers in the commercial renewable fuels market, competition from recent market developments potentially providing a higher value outlet for natural gas in regions when natural gas has historically been stranded or flared, recruiting and retaining qualified employees, and making use of our limited resources. We cannot ensure that we will be successful in addressing these and other challenges that we may face in the future, and our business may be adversely affected if we do not manage these risks appropriately. As a result, we may not attain sufficient revenue (if any) to achieve or maintain positive cash flow from operations or profitability in any given future period, if at all.

Previous wording

To date, we have not generated any revenue. We do not expect to generate any meaningful revenue unless and until we are able to commercialize our first production plant. Since inception, we have incurred significant operating losses and negative operating cash flows. We expect that operating losses and negative cash flows will continue to be generated due to ongoing funding of general and administrative expenses and development activities until such time as our proposed commercial production plants become operational.

Current wording

To date, we have incurred significant operating losses and negative operating cash flows. We expect that operating losses and negative cash flows will continue to be generated due to ongoing funding of expenses until such time as we are able to commercialize our technology.

Previous wording

Further, we expect that additional capital will be required in order to complete our first commercial production plant. There can be no assurance that we will be able to obtain this financing on acceptable terms, or at all, if and when required.

Current wording

Further, to the extent that we pursue development of a commercial production facility, we expect that additional capital would be required. There can be no assurance that we would be able to obtain financing on acceptable terms, or at all, if and when required.

Previous wording

We have incurred net losses since our inception. We are currently in the development stage and have not yet commenced principal operations or generated revenue. Furthermore, we expect to spend significant amounts on further development of our technology, acquiring or otherwise gaining access to commercial production plants, marketing and general and administrative expenses associated with our planned growth and management of operations as a public company. In some market environments, we may have limited access to incremental financing, which could defer or cancel growth projects, reduce business activity or cause us to default under any debt agreements if we are unable to meet our payment schedules. In addition, the cost of preparing, filing, prosecuting, maintaining and enforcing patent, trademark and other intellectual property rights and defending ourselves against claims by others that we may be violating their intellectual property rights may be significant. As a result, even if we are able to generate revenues in future periods, we expect that our expenses will exceed revenues for the foreseeable future. We do not expect to achieve profitability in the near future, and may never achieve it. If we fail to achieve profitability, or if the time required to achieve profitability is longer than we anticipate, we may not be able to continue our business. Even if we do achieve profitability, we may not be able to sustain or increase profitability on a quarterly or annual basis. As such, we are exposed to the risk of being a development-stage company with a history of losses in an early-stage of operations.

Current wording

We have incurred net losses since our inception. We are currently in the development stage and have not yet commenced principal operations or generated revenue. Furthermore, we expect to spend resources on further development of our technology in connection with our current strategy of pursuing capital-lite opportunities to deploy our STG+® technology through licensing, engineering, technical and operational service, as well as marketing and general and administrative expenses associated with our planned growth and management of operations as a public company. In some market environments, we may have limited access to incremental financing, which could defer or cancel growth projects, reduce business activity or cause us to default under any debt agreements if we are unable to meet our payment schedules. In addition, the cost of preparing, filing, prosecuting, maintaining and enforcing patent, trademark and other intellectual property rights and defending ourselves against claims by others that we may be violating their intellectual property rights may be significant. As a result, even if we are able to generate revenues in future periods, we expect that our expenses will exceed revenues for the foreseeable future. We do not expect to achieve profitability in the near future, and may never achieve it. If we fail to achieve profitability, or if the time required to achieve profitability is longer than we anticipate, we may not be able to continue our business. Even if we do achieve profitability, we may not be able to sustain or increase profitability on a quarterly or annual basis. As such, we are exposed to the risk of being a development-stage company with a history of losses in an early-stage of operations.

Previous wording

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.

Current wording

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.

Previous wording

The construction and development of our proposed commercial production plants, including the Permian Basin Project, requires substantial capital investment. We may be required to raise additional funds to finance such developments or operations, and there can be no assurance that we will be able to obtain financing on acceptable terms, or at all, if and when required for these purposes .

Current wording

Our current strategy of pursuing capital-lite opportunities to deploy our STG+® technology through licensing, engineering, technical and operational service may not require a substantial capital investment. However, in the future if we determine to pursue a strategy requiring the construction and development of commercial production plants, this would require substantial capital investment. In this event, we may be required to raise additional funds to finance such developments or operations, and there can be no assurance that we will be able to obtain financing on acceptable terms, or at all, if and when required for these purposes.

Previous wording

We have been in discussions with banks and other credit counterparties regarding our debt financing options, including project financing, industrial revenue or pollution control bonds, and other debt instruments. While these discussions have led to indications of interest from lenders, there can be no assurance that we will be successful in obtaining such financing. If we are unable to obtain debt financing on favorable terms or at all, our development timeline may be delayed, the costs of such financing may be higher than anticipated, or we may be required to raise additional capital by other means.

Current wording

As part of our prior development strategy, we have been in discussions with banks and other credit counterparties regarding our debt financing options, including project financing, industrial revenue or pollution control bonds, and other debt instruments. While these discussions have led to indications of interest from lenders, there can be no assurance that we will be successful in obtaining such financing. If we are unable to obtain debt financing on favorable terms or at all, any development timeline may be delayed, the costs of such financing may be higher than anticipated, or we may be required to raise additional capital by other means.

Previous wording

Notwithstanding the PIPE Investment, we will likely be required to raise additional funds through the issuance of equity, equity-related or debt securities, through obtaining credit from government or financial institutions or by engaging in joint ventures or other alternative forms of financing. We cannot be certain that additional funds will be available on favorable terms when required, or at all. If we cannot raise additional funds when needed, our financial condition, results of operations, business and prospects could be materially and adversely affected. If we raise funds through the issuance of debt securities or through loan arrangements, the terms of such debt securities or loan arrangements could require significant interest payments, contain covenants that restrict our business, or contain other unfavorable terms. The current high interest rate environment adds additional risk and expense to the issuance of debt securities or loan arrangements to fund capital investment. In addition, to the extent we raise funds through the sale of additional equity securities, our stockholders would experience additional dilution.

Current wording

We will likely be required to issue equity, equity-related or debt securities, obtain credit from government or financial institutions or engage in joint ventures or other alternative forms of financing. We cannot be certain that additional funds will be available on favorable terms when required, or at all. If we cannot raise additional funds when needed, our financial condition, results of operations, business and prospects could be materially and adversely affected. If we raise funds through the issuance of debt securities or through loan arrangements, the terms of such debt securities or loan arrangements could require significant interest payments, contain covenants that restrict our business, or contain other unfavorable terms. The current high interest rate environment adds additional risk and expense to the issuance of debt securities or loan arrangements to fund capital investment. In addition, to the extent we raise funds through the sale of additional equity securities, our stockholders would experience dilution.

Previous wording

In order to construct new commercial production plants, we typically 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.

Current wording

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.

Previous wording

The timeframe to develop, design and construct our commercial production plants is uncertain. The development process typically begins by conducting a preliminary review and assessment as to whether the commercial production plant is commercially viable based on our expected return on investment, investment payback period, and other operating metrics, as well as the necessary permits to develop such commercial production plant. This extended development process requires the dedication of significant time and resources from our management team, with no certainty of success or recovery of our expenses, which could result in adverse financial consequences for our business.

Current wording

If we determine to construct and develop commercial production plants, the timeframe to develop, design and construct our commercial production plants is uncertain. .In February 2026, we suspended development of the Permian Basin Project with Cottonmouth, after entering into the Cottonmouth JDA in February 2024. The future status of the Permian Basin Project is uncertain. The development process typically begins by conducting a preliminary review and assessment as to whether the commercial production plant is commercially viable based on our expected return on investment, investment payback period, and other operating metrics, as well as the necessary permits to develop such commercial production plant. This extended development process requires the dedication of significant time and resources from our management team, with no certainty of success or recovery of our expenses, which could result in adverse financial consequences for our business.

Previous wording

If the preliminary review and assessment merits moving forward with the proposed project, the next step in development process would be to complete a FEED study for the proposed project. We expect that a FEED study will generally last up to 12 months, on average. Variables such as power and water may impact and extend the duration of a FEED study.

Current wording

If the preliminary review and assessment merits moving forward with the proposed project, the next step in development process would be to complete a FEED study for the proposed project. We expect that a FEED study will generally last up to 12 months, on average. Variables such as power and water may impact and extend the duration of a FEED study. In December 2025, we completed a FEED study related to the Permian Basin Project. The learnings from the work completed will continue to be useful as we explore other opportunities to deploy our technology.

Previous wording

If, after completing the FEED study, the project achieves FID, the next step in the development process would be to complete engineering, procurement and construction. We expect that the engineering, procurement and construction process for our commercial production plants will generally last from 18 to 24 months, on average. Variables such as lead times for essential components and weather may impact and extend the duration of the engineering, procurement and construction process.

Current wording

If, after completing the FEED study, the project achieves FID, of which there can be no assurance, the next step in the development process would be to complete engineering, procurement and construction. We expect that the engineering, procurement and construction process for our commercial production plants will generally last from 18 to 24 months, on average. Variables such as lead times for essential components and weather may impact and extend the duration of the engineering, procurement and construction process.

Previous wording

Our business will require suitable tracts of real property, with access to power and water, upon which to construct and operate the specialized equipment supporting our commercial production plants. We anticipate that such tracts of real property will be predominantly leased from third parties under long-term land leases, but it is possible that some of such tracts may be purchased by us. If we are unable to identify such suitable tracts of real property, or if we are unable to purchase or lease such tracts at commercially reasonable rates and under terms favorable to us, our business may be adversely affected.

Current wording

If we determine to construct and develop commercial plants, such strategy would require suitable tracts of real property, with access to power and water, upon which to construct and operate the specialized equipment supporting our commercial production plants. We anticipate that such tracts of real property will be predominantly leased from third parties under long-term land leases, but it is possible that some of such tracts may be purchased by us. If we are unable to identify such suitable tracts of real property, or if we are unable to purchase or lease such tracts at commercially reasonable rates and under terms favorable to us, our business may be adversely affected.

Previous wording

The complexity, expense, and nature of customer procurement processes result in a lengthy customer acquisition and sales process. We anticipate that it may take us months to attract, obtain an award from, contract with, and recognize revenue from the production of renewable gasoline by a new commercial production plant, if we are successful at all.

Current wording

The complexity, expense, and nature of customer procurement processes result in a lengthy customer acquisition and sales process. We anticipate that it may take us months to attract, obtain an award from, contract with, and recognize revenue from the production of renewable gasoline by a new commercial production plant, if we are successful at all. There is no assurance that we will ever complete construction and operate any commercial plant and/or generate any revenue therefrom, if a commercial plant is constructed.

Previous wording

The price and availability of natural gas or other feedstocks may be influenced by general economic, market and regulatory factors. These factors include, but are not limited to, geopolitical uncertainty, including as a result of evolving domestic and foreign tariff policies, the impact of proposed environmental regulations and other government policies and subsidies with respect to agriculture and global supply and demand. For example, renewable feedstock prices may increase significantly in response to increased demand for biomass for the production of competing renewable fuels.

Current wording

The price and availability of natural gas or other feedstocks may be influenced by general economic, market and regulatory factors. These factors include, but are not limited to, changing market conditions driven by increasing demand for natural gas providing producers with a higher value outlet that what we may be able to offer, geopolitical uncertainty, including as a result of evolving domestic and foreign tariff policies, the impact of proposed environmental regulations and other government policies and subsidies with respect to agriculture and global supply and demand. For example, (i) renewable feedstock prices may increase significantly in response to increased demand for biomass for the production of competing renewable fuels and (ii) natural gas prices may increase significantly due to other opportunities for natural gas that has historically been flared or stranded, such as the rapidly growing AI market segment.

Previous wording

We also may face substantial competition as we develop our commercial production plants and STG+® technology and seek to work with energy participants, agricultural industry participants, commercial waste companies and landowners to source our renewable feedstocks, including biomass and MSW, and other feedstocks, including natural gas, and lease or acquire land to install and operate commercial production plants. Our competitors include established companies and developers with significantly greater resources and financial strength, which may provide them with competitive advantages that we may not be able to overcome in a timely manner, or at all.

Current wording

We also may face substantial competition as we pursue the strategy of licensing our STG+® technology, as well as if we determine to construct and develop commercial production plants, including from energy participants, agricultural industry participants, commercial waste companies and landowners to source our renewable feedstocks (including biomass and natural gas), or to lease or acquire land to install and operate commercial production plants. Our competitors include established companies and developers with significantly greater resources and financial strength, which may provide them with competitive advantages that we may not be able to overcome in a timely manner, or at all.

Previous wording

We plan to grow our business by building multiple commercial production plants, including our first commercial STG+® based production plant in the United States, along with our additional planned and identified potential commercial production plants, with which we expect to produce low-carbon or renewable fuels, depending upon feedstocks utilized.. Development projects may require us to spend significant sums for engineering, permitting, legal, financial advisory and other expenses before we determine whether a development project is feasible, economically attractive or capable of being financed.

Current wording

We plan to grow our business by pursuing capital-lite opportunities to deploy our STG+® technology through licensing and providing engineering, technical and operational services and, to the extent if we so determine, through building commercial production plants with the goal to produce low-carbon or renewable fuels, depending upon feedstocks utilized. Development projects will likely require us to spend significant sums for engineering, permitting, legal, financial advisory and other expenses before we determine whether a development project is feasible, economically attractive or capable of being financed.

Previous wording

Our development projects are typically planned to be large and complex, and we may not be able to complete them. There can be no assurance that we will be able to negotiate the required agreements, overcome any local opposition, or obtain the necessary approvals, licenses, permits and financing. Failure to achieve any of these elements may prevent the development and construction of a project. If that were to occur, we could lose all of our investment in development expenditures and may be required to write-off project development assets.

Current wording

If we determine to develop commercial plants, it is expected that any such development projects will be large and complex, and we may not be able to complete them. The development of our Permian Basin Project with Cottonmouth was suspended in February 2026. Moreover, with any potential project, there can be no assurance that we will be able to negotiate the required agreements, overcome any local opposition, or obtain the necessary approvals, licenses, permits and financing. Failure to achieve any of these elements may prevent the development and construction of a project. If that were to occur, we could lose all of our investment in development expenditures and may be required to write-off project development assets.

Previous wording

We expect that our ability to establish, maintain, and manage strategic relationships, such as our relationships with Cottonmouth, could have a significant impact on the success of our business, although there can be no guarantee that these relationships will provide such impact. While we expect that our STG+® technology will enable us to become a more substantial operating entity in the future, there can be no assurance that we will be able to identify or secure suitable and scalable business relationship opportunities in the future or that our competitors will not capitalize on such opportunities before we do.

Current wording

We expect that our ability to establish, maintain, and manage strategic relationships could have a significant impact on the success of our business, although there can be no guarantee that these relationships will provide such impact. It is uncertain as to whether our previous efforts to develop the Permian Basin Project will resume and result in the development of any commercial production plant. While we expect that our STG+® technology will enable us to become a more substantial operating entity in the future, there can be no assurance that we will be able to identify or secure suitable and scalable business relationship opportunities in the future or that our competitors will not capitalize on such opportunities before we do.

Previous wording

Additionally, we cannot guarantee that the companies with which we have developed or will develop strategic relationships will continue to devote the resources necessary to promote mutually beneficial business relationships and grow our business. Our current arrangements are not exclusive, and some of our strategic partners work with our competitors. If we are unsuccessful in establishing or maintaining our relationships with key strategic partners, our overall growth could be impaired, and our business, prospects, financial condition, and operating results could be adversely affected.

Current wording

Additionally, we cannot guarantee that the companies with which we have developed or will develop strategic relationships will continue to devote the resources necessary to promote mutually beneficial business relationships and grow our business. Our current arrangements are not exclusive, and changing market conditions may impact whether any strategic relationship will result in the development of a commercial production plant. Moreover, it should be assumed that any strategic partner has relationships with our competitors. If we are unsuccessful in establishing or maintaining our relationships with key strategic partners, our overall growth could be impaired, and our business, prospects, financial condition, and operating results could be adversely affected.

Previous wording

We anticipate that our commercial production plants will require significant amounts of energy to produce our gasoline. Accordingly, our business is dependent upon energy supplied by third parties. The prices and availability of energy resources are subject to volatile market conditions. These market conditions are affected by factors beyond our control, such as weather conditions, overall economic conditions and governmental regulations. Should the price of energy increase or should access to the required energy sources be unavailable, our business could suffer and have a material adverse impact on our results of operations. In addition, a lack of availability of sufficient amounts of renewable energy to effectively decarbonize our facilities could have a material impact on our business and results of operations.

Current wording

We anticipate that any commercial production plant will require significant amounts of energy to produce our gasoline. Accordingly, the success of any commercial plant is dependent upon energy supplied by third parties. The prices and availability of energy resources are subject to volatile market conditions. These market conditions are affected by factors beyond our control, such as weather conditions, overall economic conditions and governmental regulations. Should the price of energy increase or should access to the required energy sources be unavailable, our business could suffer and have a material adverse impact on our results of operations. In addition, a lack of availability of sufficient amounts of renewable energy to effectively decarbonize our facilities could have a material impact on our business and results of operations.

Previous wording

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.

Current wording

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.

Previous wording

Our success depends on our ability to develop and operate our commercial production plants in a timely manner, which depends in part on the ability of third parties to provide us with timely and reliable products and services. In developing and operating our commercial production plants and technologies, we rely on products meeting our design specifications and components manufactured and supplied by third parties, and on services performed by contractors and subcontractors. We also rely on contractors and subcontractors to perform substantially all of the construction and installation work related to our commercial production plants, and we often need to engage contractors or subcontractors with whom we have no past experience.

Current wording

Our success depends on our ability to license our STG+® technology and, if we determine in the future, to develop and operate our commercial production plants in a timely manner, which depends in part on the ability of third parties to provide us with timely and reliable products and services. If we license our STG+® technology to third-parties or if and to the extent we determine to develop and operate commercial production plants, we would rely on products meeting our design specifications and components manufactured and supplied by third parties, and on services performed by contractors and subcontractors. We would also rely on contractors and subcontractors to perform substantially all of the construction and installation work related to our commercial production plants, and we would need to engage contractors or subcontractors with whom we have no past experience.

Previous wording

If any of our contractors or subcontractors are unable to provide services that meet or exceed our expectations or satisfy our contractual commitments, our reputation, business and operating results could be harmed. In addition, if we are unable to avail ourselves of warranties and other contractual protections with providers of products and services, we may incur liability to our customers or additional costs related to the affected products, which could adversely affect our business, financial condition and results of operations. Moreover, any delays, malfunctions, inefficiencies or interruptions in these products or services could adversely affect the quality and performance of our commercial production plants and require considerable expense to find replacement products and to maintain and repair our facilities. This could cause us to experience interruption in our production and distribution of renewable gasoline, difficulty retaining current relationships and attracting new relationships, or harm our brand, reputation or growth.

Current wording

If any of our contractors or subcontractors are unable to provide services that meet or exceed our expectations or satisfy our contractual commitments, our reputation, business and operating results could be harmed. In addition, if we are unable to avail ourselves of warranties and other contractual protections with providers of products and services, we may incur liability to our customers or additional costs related to the affected products, which could adversely affect our business, financial condition and results of operations. Moreover, any delays, malfunctions, inefficiencies or interruptions in these products or services could adversely affect the quality and performance of our commercial production plants and require considerable expense to find replacement products and to maintain and repair our facilities. This could cause us or a third-party to experience interruption in our production and distribution of renewable gasoline, difficulty retaining current relationships and attracting new relationships, or harm our brand, reputation or growth.

Previous wording

Our business strategy is to enter into multiple supply agreements pursuant to which we will supply our gasoline to various customers. Under certain of these supply agreements, we expect the purchasers will agree to pay for and receive, or cause to be received by a third party, or pay for even if not taken, the gasoline under contract (a “take-or-pay” arrangement). We anticipate that the timing and volume commitment of certain of these agreements will be conditioned upon, and subject to, our ability to complete the construction of our first commercial production plant and our additional planned and identified potential commercial production plants. In order to construct and commence operations of commercial production plants, we must secure third-party financing. While we believe that we will be able to secure adequate financing in order to commence construction of and complete our commercial production plants and, in turn, perform under these agreements, we cannot assure you that we will in the future be able to obtain adequate financing on favorable terms, or at all. Furthermore, we have not demonstrated that we can meet the production levels and specifications contemplated in anticipated or future supply agreements. If our production is slower than we expect, if demand decreases or if we encounter difficulties in successfully completing our first commercial production plant and our additional planned and identified potential commercial production plants, the counterparties may terminate the supply agreements and potential customers may be less willing to negotiate definitive supply agreements with us, and therefore adversely impact our anticipated financial performance.

Current wording

Our business strategy is for third-party licensees or us (if and to the extent we determine to develop and operate commercial plants) to enter into multiple supply agreements pursuant to which a third-party licensee or we will supply our gasoline to various customers. Under certain of these supply agreements, we expect the purchasers will agree to pay for and receive, or cause to be received by a third party, or pay for even if not taken, the gasoline under contract (a “take-or-pay” arrangement). We anticipate that the timing and volume commitment of certain of these agreements will be conditioned upon, and subject to, the ability to complete a commercial production plant, through licensing arrangements or otherwise. In order to construct and commence operations of commercial production plants, it will be necessary to secure third-party financing. While we believe that a third-party licensee or we will be able to secure adequate financing in order to commence construction of and complete commercial production plants and, in turn, perform under these agreements, we cannot assure you that a third-party licensee or we will in the future be able to obtain adequate financing on favorable terms, or at all. Furthermore, neither a third-party licensee or us has demonstrated that either can meet the production levels and specifications contemplated in anticipated or future supply agreements. If production is slower than expected, if demand decreases or if there is difficulty in successfully completing a commercial production plant, the counterparties may terminate the supply agreements and potential customers may be less willing to negotiate definitive supply agreements with a third-party licensee or us, and therefore adversely impact our anticipated financial performance.

Previous wording

In addition, from time to time, we may enter into letters of intent, memoranda of understanding and other largely non-binding agreements or understandings with potential customers or partners in order to develop our business and the markets that we serve. We can make no assurance that legally binding, definitive agreements reflecting the terms of such non-binding agreements will be completed with such customers or partners, or at all.

Current wording

In addition, from time to time, a third-party licensee or we may enter into letters of intent, memoranda of understanding and other largely non-binding agreements or understandings with potential customers or partners in order to develop our business and the markets that we serve. We can make no assurance that legally binding, definitive agreements reflecting the terms of such non-binding agreements will be completed with such customers or partners, or at all.

Previous wording

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

Current wording

The facilities and processes may fail to produce gasoline at the volumes, rates and costs we expect.

Previous wording

Some, or all, of our future commercial production plants may be in locations distant from natural gas, biomass and MSW, or other feedstock sources, which could increase our feedstock costs or prevent us from acquiring sufficient feedstock volumes for commercial production. General market conditions might also cause increases in feedstock prices, which could likewise increase our production costs.

Current wording

A future commercial production plant may be in a location distant from natural gas, biomass and municipal solid waste ("MSW"), or other feedstock sources, which could increase our feedstock costs or prevent a third-party licensee or us from acquiring sufficient feedstock volumes for commercial production. General market conditions might also cause increases in feedstock prices, which could likewise increase our production costs.

Previous wording

Even if we secure access to sufficient volumes of feedstock, our commercial production plants may fail to perform as expected. The equipment and subsystems that we install in our commercial production plants may never operate as planned. Unexpected problems may force us to cease or delay production and the time and costs involved with such delays may prove prohibitive. Any or all of these risks could prevent us from achieving the production throughput and yields necessary to achieve our target annualized production run rates and/or to meet the future volume demands or minimum requirements of our customers, including pursuant to definitive supply or distribution agreements that we may enter into, which may subject us to monetary damages. Failure to achieve these rates or meet these minimum requirements, or achieving them only after significant additional expenditures, could substantially harm our commercial performance.

Current wording

Even if a third-party licensee or we secure access to sufficient volumes of feedstock, the commercial production plants may fail to perform as expected. The equipment and subsystems installed in any commercial production plants may never operate as planned. Unexpected problems may force a third-party licensee or us to cease or delay production and the time and costs involved with such delays may prove prohibitive. Any or all of these risks could prevent a third-party licensee or us from achieving the production throughput and yields necessary to achieve targeted annualized production run rates and/or to meet the future volume demands or minimum requirements of customers, including pursuant to definitive supply or distribution agreements entered into, which may subject us to monetary damages. Failure to achieve these rates or meet these minimum requirements, or achieving them only after significant additional expenditures, could substantially harm our commercial performance.

Previous wording

Even if we are successful in completing the first 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.

Current wording

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.