Verde Clean Fuels Inc-A 2024年度报告

FORM10-K (Mark One)xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31, 2024 oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from_____to_____ Commission File Number:001-40743 Verde Clean Fuels, Inc.(Exact name of registrant as specified in its charter) Registrant’s telephone number, including area code:(908)281-6000 Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.YesoNox Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.YesoNox Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.YesxNoo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).YesxNoo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated fileroAccelerated fileroNon-accelerated filerxSmaller reporting companyxEmerging growth companyx If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.x Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.o If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.o Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YesoNox As of June 28, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market valueof the voting and non-voting common stock outstanding held by non-affiliates of the registrant was approximately $35.7million(based on the closing sales price of the Class A common stock on June 28, 2024 of $4.14 per share as reported on the Nasdaq CapitalMarket). As of March28, 2025, there were22,049,621shares of Class A common stock and22,500,000shares of Class C common stock of theregistrant outstanding. DOCUMENTS INCORPORATED BY REFERENCE Certain sections of the Registrant’s definitive Proxy Statement for its 2025 Annual Meeting of Stockholders to be filed with theSecurities and Exchange Commission (the “SEC”) within 120 days of the Registrant’s fiscal year ended December31, 2024, areincorporated by reference in Part III of this Annual Report on Form 10-K (this “Report” and "Annual Report"). Verde Clean Fuels, Inc.FORM 10-K For the Fiscal Year Ended December 31, 2024 TABLE OF CONTENTS CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, otherthan statements of present or historical fact, included in this Report, including, without limitation, statements under the headings“Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” regarding the Company’sexpectations and any future financial performance, as well as the Company’s strategy, future operations, financial position, prospects,plans and objectives of management are forward-looking statements. The words “could,” “should,” "would," “will,” “aim