Verde Clean Fuels, Inc.
For the period ended Jun 30, 2026. Filed Aug 11, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 11, 2026
VGAS$1.00+1.1%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-12.
0001628280-26-033746
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-11.
0001628280-26-055390
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 98 previous paragraphs and 102 current paragraphs.
74 unchanged; 17 reworded; 9 added; 7 removed; 0 previous and 2 current paragraphs rearranged.
Tables are not compared: 2 previous and 3 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (9)
Current report
On June 3, 2026, Martijn Dekker informed the Company's board of directors (the "Board") of his resignation as a director effective as of that same date. On June 12, 2026, the Company held its 2026 Annual Meeting of Stockholders (the "Annual Meeting") and the stockholders re-elected Jonathan Siegler to serve as the sole Class III director until the 2029 annual meeting of stockholders. Dail St. Claire did not stand for re-election as a Class III director and, consequently, ceased to serve as a director as well as a member of the Company's audit committee (“Audit Committee”) following the Annual Meeting. Immediately following the Annual Meeting, Ron Hulme replaced Ms. St. Claire as a member of the Company's Audit Committee. The Board determined to decrease the total number of directors from eight to six effective as of the Annual Meeting.
Current report
In May 2024, the Company and Koch Modular Process Systems, LLC ("KMPS") entered into a license agreement for certain front-end engineering and design ("FEED") work product prepared by KMPS related to the Permian Basin Project.
Current report
For the three months ended June 30, 2026, our general and administrative expenses decreased by $735, or 24%, as compared to the same period in 2025. The decrease was primarily due to implementation of our cost savings initiatives, including a reduction in employee headcount and lower outside services and insurance expenses, which was partially offset by contingency expense.
Current report
Income Tax Expense
Current report
For the three months ended June 30, 2026, our income tax expense decreased approximately $78, or 276%, as compared to the same period in 2025. The decrease was primarily due to the recognition in 2026 of additional research expenditures related to the Permian Basin Project in 2025, which were eligible for immediate expensing in accordance with the provisions of the OBBB Act.
Current report
Comparison of the six months ended June 30, 2026 and 2025
Current report
Other income decreased by $211, or 18%, for the six months ended June 30, 2026 as compared to the same period in 2025. The decrease was primarily due to lower interest and dividend income earned on our cash and cash equivalents.
Current report
Income Tax
Current report
Income tax expense decreased approximately $85, or 342%, for the six months ended June 30, 2026 as compared to the same period in 2025. The decrease was primarily due to the recognition in 2026 of additional research expenditures related to the Permian Basin Project in 2025, which were eligible for immediate expensing in accordance with the provisions of the OBBB Act.
Removed paragraphs (7)
Previous report
Restated Charter
Previous report
On December 18, 2024, the holder of a majority of the issued and outstanding shares of Class A common stock and Class C common stock, par value $0.0001 (“Class C common stock”) adopted resolutions by written consent, in lieu of a meeting of stockholders to, among other things, amend and restate, immediately prior to and contingent upon the consummation of the closing of the PIPE Investment, our fourth amended and restated certificate of incorporation (the “Restated Charter”) to (A) increase the amount of authorized shares of Class C common stock from 25,000,000 to 26,000,000 and (B) increase the size of our Board of Directors (the “Board” or "Board of Directors") from seven to eight and to provide Cottonmouth with certain director designation and board observer rights. The Restated Charter was approved and recommended by the Board prior to the stockholder action by written consent.
Previous report
Immediately prior to closing of the PIPE Investment, on January 29, 2025, the Company filed the Restated Charter with the Delaware Secretary of State.
Previous report
General and Administrative Expenses
Previous report
Research and Development Expenses
Previous report
General and Administrative
Previous report
Research and Development
Reworded paragraphs (17)
Previous wording
References in this Quarterly Report on Form 10-Q (this “Quarterly Report”) to “we,” “our,” “us,” “Verde,” “Verde Clean Fuels” or the “Company” refer to Verde Clean Fuels, Inc. References to our “management” or our “management team” refer to our officers and directors. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto contained elsewhere in this Quarterly Report. The amounts contained herein are presented in thousands, except historical investment, share and per share amounts. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Current wording
References in this Quarterly Report on Form 10-Q (this “Quarterly Report”) to “we,” “our,” “us,” “Verde,” “Verde Clean Fuels” or the “Company” refer to Verde Clean Fuels, Inc. References to our “management” or our “management team” refer to our officers and directors. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto contained elsewhere in this Quarterly Report. The amounts contained herein are presented in thousands except share and per share amounts and as otherwise noted. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Previous wording
•litigation and the ability to adequately protect intellectual property rights;
Current wording
•litigation and the ability to adequately protect intellectual property rights, (see Part II, Item 1. Legal Proceedings);
Previous wording
On March 20, 2026, we announced the appointment of George Burdette as CEO and engagement of Roth Capital Partners as financial advisor to assist the Company in evaluating strategic alternatives. These announcements are part of the Company’s continued advancement of its previously announced restructuring and cost reduction initiatives. Mr. Burdette succeeds Ernie Miller who has stepped down from his role as CEO to pursue another opportunity. Mr. Miller remains with the Company as a senior advisor. Mr. Burdette, who has served as the Company’s CFO since October 2024, continues to serve in that role.
Current wording
On March 20, 2026, we announced the appointment of George Burdette as CEO and engagement of Roth Capital Partners as financial advisor to assist the Company in evaluating strategic alternatives. These announcements are part of the Company’s continued advancement of its previously announced restructuring and cost reduction initiatives. Mr. Burdette succeeded Ernie Miller who stepped down from his role as CEO to pursue another opportunity. Mr. Miller remains with the Company as a senior advisor. Mr. Burdette, who has served as the Company’s CFO since October 2024, continues to serve in that role.
Previous wording
In June 2024, we entered into a contract with Chemex Global, LLC (“Chemex”), a Shaw Group company (“Shaw Group”), for a front-end engineering and design (“FEED”) study related to the Permian Basin Project. In connection with entering into the JDA and the commencement of the FEED study, we began to incur development costs with respect to the project. Under the terms of the JDA, 65% of the approved development costs that we incur (which include the FEED costs) are reimbursed by Cottonmouth.
Current wording
In June 2024, we entered into a contract with Chemex Global, LLC (“Chemex”), a Shaw Group company (“Shaw Group”), for a FEED study related to the Permian Basin Project. In connection with entering into the JDA and the commencement of the FEED study, we began to incur development costs with respect to the project. Under the terms of the JDA, 65% of the approved development costs that we incur (which include the FEED costs) are reimbursed by Cottonmouth.
Previous wording
The FEED study was completed in December 2025; however, the Permian Basin Project was suspended in February 2026. We believe the FEED study will continue to be useful as we explore other opportunities to deploy the STG+® technology.
Current wording
The FEED study was completed in December 2025; however, the Permian Basin Project was suspended in February 2026. We believe the FEED study will continue to be useful as we explore other opportunities to deploy the STG+® technology. In the event that the Company desires to obtain ownership rights to the FEED work product prepared by KMPS, such ownership could be obtained upon (i) KMPS being awarded a supply contract for the reaction and distillation modular system for the first commercial production facility utilizing the Company's STG+® technology or (ii) payment to KMPS of $1.0 million.
Previous wording
We have not generated any revenue to date. We expect that future revenue generation opportunities would result from capital-lite opportunities to deploy our STG+® technology. Such opportunities include licensing technology and providing engineering, technical, and operational services.
Current wording
We have not generated any revenue to date. We expect that future revenue generation opportunities would result from capital-lite opportunities to deploy our STG+® technology, if any. Such opportunities include licensing technology and providing engineering, technical, and operational services. There can be no assurance that we will be successful in this endeavor.
Previous wording
Of our general and administrative expenses for the three months ended March 31, 2026 and 2025, $17 and $66, respectively, were business development costs. The decrease was primarily due to reduced development activities driven by our revised strategy to deploy our technology through capital-lite opportunities.
Current wording
Of our general and administrative expenses for the three months ended June 30, 2026 and 2025, $0 and $7, respectively, were business development costs. The decrease was primarily due to reduced development activities driven by our revised strategy to deploy our technology through capital-lite opportunities.
Previous wording
For the three months ended March 31, 2026, our research and development expenses decreased by $2, or 1%, as compared to the same period in 2025. The decrease was primarily due to lower engineering software costs, which were largely offset by higher employee compensation as a portion of the engineers’ and consultants’ time associated with the Permian Basin Project in 2025 was capitalized as construction in progress.
Current wording
For the three months ended June 30, 2026, our research and development expenses increased by $20, or 14%, as compared to the same period in 2025. The increase was primarily due to higher employee compensation as a portion of the engineers’ time associated with the Permian Basin Project in 2025 was capitalized as construction in progress, which was largely offset by lower engineering software costs.
Previous wording
For the three months ended March 31, 2026, our other income decreased by $23, or 4%, as compared to the same period in 2025. The decrease was primarily due to lower interest and dividend income earned on our cash and cash equivalents resulting from lower cash and cash equivalents.
Current wording
For the three months ended June 30, 2026, our other income decreased by $187, or 28%, as compared to the same period in 2025. The decrease was primarily due to lower interest and dividend income earned on our cash and cash equivalents.
Previous wording
For the three months ended March 31, 2026, our general and administrative expenses decreased by $325, or 11%, as compared to the same period in 2025. The decrease was primarily due to lower outside services and insurance expenses, which was offset by additional share-based compensation expense.
Current wording
General and administrative expenses decreased approximately $1,060, or 17%, for the six months ended June 30, 2026 as compared to the same period in 2025. The decrease was primarily due to implementation of our cost savings initiatives, including a reduction in employee headcount and lower outside services and insurance expenses, which was partially offset by contingency expense and additional share-based compensation expense.
Previous wording
We have not generated any revenue to date. We expect that future revenue generation opportunities would result from capital-lite opportunities to deploy our STG+® technology. Such opportunities include licensing technology and providing engineering, technical, and operational services.
Current wording
We have not generated any revenue to date. We expect that any future revenue generation opportunities would result from capital-lite opportunities to deploy our STG+® technology. Such opportunities include licensing technology and providing engineering, technical, and operational services.
Previous wording
As of March 31, 2026, we are still in the process of deploying our STG+® technology and have not derived revenue from our principal business activities. We do not expect to generate revenue unless and until we are able to deploy our STG+® technology. Since inception, we have incurred operating losses and generated negative operating cash flows that were primarily attributable to our general and administrative expenses and development activities.
Current wording
As of June 30, 2026, we are still in the process of deploying our STG+® technology and have not derived revenue from our principal business activities. We do not expect to generate revenue unless and until we are able to deploy our STG+® technology and there can be no assurance that we will be successful in this endeavor. Since inception, we have incurred operating losses and generated negative operating cash flows that were primarily attributable to our general and administrative expenses and development activities.
Previous wording
As of March 31, 2026, we had cash and cash equivalents of $54,281. We expect that our cash and cash equivalents will be sufficient to fund our cash requirements, including ongoing general and administrative expenses, for the next 12 months from the reporting date.
Current wording
As of June 30, 2026, we had cash and cash equivalents of $53,454. We expect that our cash and cash equivalents will be sufficient to fund our cash requirements, including ongoing general and administrative expenses, for the next 12 months from the reporting date.
Previous wording
Comparison of Cash Flows for the Three Months Ended March 31, 2026 and 2025
Current wording
Comparison of Cash Flows for the Six Months Ended June 30, 2026 and 2025
Previous wording
For the three months ended March 31, 2026, our net cash used in operating activities decreased by $1,085 as compared to the same period in 2025. The decrease was primarily due to lower working capital requirements, lower general administrative and research and development costs, and higher non-cash shared-based compensation expense.
Current wording
For the six months ended June 30, 2026, our net cash used in operating activities decreased by $2,440 as compared to the same period in 2025. The decrease was primarily due to lower working capital requirements and implementation of our cost savings initiatives, which resulted in lower general administrative expenses.
Previous wording
For the three months ended March 31, 2026, our net cash used in investing activities increased by $305 as compared to the same period in 2025. The increase was primarily attributable to the timing of payments made related to the Permian Basin Project, net of amounts reimbursable by Cottonmouth in accordance with the JDA. See Notes 3, 4 and 5 in the accompanying unaudited condensed consolidated financial statements for further information.
Current wording
For the six months ended June 30, 2026, our net cash used in investing activities decreased by $234 as compared to the same period in 2025. The decrease was primarily attributable to the timing of payments made related to the Permian Basin Project, net of amounts reimbursable by Cottonmouth in accordance with the JDA. See Notes 3, 4 and 5 in the accompanying unaudited condensed consolidated financial statements for further information.
Previous wording
For the three months ended March 31, 2026, our net cash provided by financing activities decreased by $49,950 as compared to the same period in 2025. The decrease was due to the net proceeds received from the closing of the PIPE Investment in January 2025.
Current wording
For the six months ended June 30, 2026, our net cash provided by financing activities decreased by $49,446 as compared to the same period in 2025. The decrease was due to the net proceeds received from the closing of the PIPE Investment in January 2025.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
Of our general and administrative expenses for the six months ended June 30, 2026 and 2025, $17 and $73, respectively, were business development costs. The decrease was primarily due to reduced development activities driven by our revised strategy to deploy our technology through capital-lite opportunities.
Current report — wording carried from elsewhere
Research and development expenses increased by $18, or 5%, for the six months ended June 30, 2026 as compared to the same period in 2025. The increase was primarily due to higher employee compensation as a portion of the engineers’ time associated with the Permian Basin Project in 2025 was capitalized as construction in progress, which was largely offset by lower engineering software costs.