Verde Clean Fuels, Inc. — fact timeline

Verde Clean Fuels, Inc. shareholders approved Ratification of the Selection of Independent Registered Public Accounting Firm at the 2026-06-12 meeting.

“Proposal No. 2 – Ratification of the Selection of Independent Registered Public Accounting Firm The stockholders approved and ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The voting results were as follows: Votes For Votes Against Abstentions 40,205,518 5,701 0”

Verde Clean Fuels, Inc. shareholders approved Election of Director at the 2026-06-12 meeting.

“Proposal No. 1 – Election of Director The stockholders re-elected Jonathan Siegler to serve as the sole Class III director until the 2029 Annual Meeting of Stockholders of the Company and until his successor has been duly elected and qualified or until his earlier resignation, death, disability, disqualification or removal. The voting results were as follows: Nominee Votes For Votes Withheld Broker Non-Votes Jonathan Siegler 38,174,994 337,358 1,698,867”

Verde Clean Fuels, Inc. reported first quarter 2026 results: net income $(2.3) million, EPS $(0.05).

“Verde Clean Fuels, Inc. (“Verde” or the "Company”) (Nasdaq: VGAS) announced today financial results for the first quarter 2026.”

Verde Clean Fuels, Inc. reported the year ended 2025 results: net income net loss of $(14.1) million, EPS diluted loss per share of Class A common stock of $(0.39).

“For the year ended 2025, the Company recorded a net loss of $(14.1) million and diluted loss per share of Class A common stock of $(0.39).”

Verde Clean Fuels, Inc. reported the fourth quarter 2025 results: net income net loss of $(6.6) million, EPS diluted net loss per share of Class A common stock of $(0.17).

“For the fourth quarter 2025, the Company recorded a net loss of $(6.6) million and diluted net loss per share of Class A common stock of $(0.17).”

Verde Clean Fuels, Inc.: Amended and restated certificate of incorporation to increase authorized Class C common shares from 25M to 26M, increase board size from 7 to 8, and grant Cottonmouth stockholders director nomination and board observer rights while owning ≥10% voting power (effective 2025-01-29).

“On January 29, 2025, immediately prior to the Closing, the Company filed the A&R Charter with the Secretary of State of the State of Delaware, which became effective upon filing.”

Johnny Dossey was appointed as Director at Verde Clean Fuels, Inc..

“appointed Johnny Dossey as a Cottonmouth Director (as defined in the A&R Charter), effective as of the same date”

George W. Burdette III was appointed as Chief Financial Officer at Verde Clean Fuels, Inc..

“On September 30, 2024, Verde Clean Fuels, Inc. (the “Company”) appointed George W. Burdette III (“Mr. Burdette”) as Chief Financial Officer of the Company”

Shannon Linden was appointed as Chief Accounting Officer at Verde Clean Fuels, Inc..

“On May 29, 2024, Verde Clean Fuels, Inc. (the “Company”) appointed Shannon Linden as Chief Accounting Officer”

Verde Clean Fuels, Inc. reported first quarter 2024 results: EPS $(0.13) per diluted share.

“reported first quarter 2024 GAAP diluted net loss per share of $(0.13).”

Verde Clean Fuels, Inc. reported the year ended December 31, 2023 results: net income Net (loss) income attributable to Verde Clean Fuels, Inc. $ (2,743,588 ), EPS Loss per Share of Class A common stock $ (0.45 ).

“today reported full year 2023 GAAP diluted net loss per share of $(0.45).”

Verde Clean Fuels, Inc. reported third quarter 2023 results: EPS $(0.13) per diluted share.

“Verde Clean Fuels, Inc. (“Verde”), 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).”

Verde Clean Fuels, Inc. reported second quarter 2023 results: EPS $(0.12) per diluted share.

“reported second quarter 2023 GAAP diluted loss per share of $(0.12).”

Verde Clean Fuels, Inc. reported first quarter 2023 results: EPS $(0.09).

“Verde Clean Fuels, Inc. (Nasdaq: VGAS) (“Verde”), a company focused on becoming leading supplier of gasoline and other fuels derived from renewable feedstocks or natural gas, today reported first quarter 2023 GAAP diluted loss per share of $(0.09).”

Verde Clean Fuels, Inc.: Company ceased to be a shell company as a result of the Business Combination (effective 2023-02-21).

“As a result of the Business Combination, the Company ceased to be a shell company.”

Verde Clean Fuels, Inc.: Adopted amended and restated bylaws in connection with the Closing (effective 2023-02-21).

“In connection with the Closing, the Company filed its Fourth A&R Charter with the Secretary of State of the State of Delaware and adopted its amended and restated bylaws (the " Bylaws ").”

Verde Clean Fuels, Inc.: Filed Fourth A&R Charter with Delaware to change name to Verde Clean Fuels, Inc (effective 2023-02-21).

“In connection with the Closing, the Company filed its Fourth A&R Charter with the Secretary of State of the State of Delaware and adopted its amended and restated bylaws (the " Bylaws "). Pursuant to the filing of the Fourth A&R Charter, the Company changed its name to "Verde Clean Fuels, Inc."”

Verde Clean Fuels, Inc. underwent a change of control involving Bluescape Clean Fuels Holdings, LLC (closed 2023-02-15).

“The Business Combination was completed on February 15, 2023.”

Verde Clean Fuels, Inc. entered into Fourth Amended and Restated Charter with Verde Clean Fuels valued at Fourth Amended and Restated Charter filed (effective 2023-02-16).

“Pursuant to the terms of the Business Combination Agreement, at Closing, Verde Clean Fuels filed the Fourth A&R Charter.”

David Bullion resigned as director at Verde Clean Fuels, Inc..

“each of Benjamin Francisco Salinas Sada, Denise DuBard, Michael S. Bahorich and David Bullion resigned from their positions as directors of CENAQ”

Michael S. Bahorich resigned as director at Verde Clean Fuels, Inc..

“each of Benjamin Francisco Salinas Sada, Denise DuBard, Michael S. Bahorich and David Bullion resigned from their positions as directors of CENAQ”

Denise DuBard resigned as director at Verde Clean Fuels, Inc..

“each of Benjamin Francisco Salinas Sada, Denise DuBard, Michael S. Bahorich and David Bullion resigned from their positions as directors of CENAQ”

Benjamin Francisco Salinas Sada resigned as director at Verde Clean Fuels, Inc..

“each of Benjamin Francisco Salinas Sada, Denise DuBard, Michael S. Bahorich and David Bullion resigned from their positions as directors of CENAQ”

Michael J. Mayell resigned as Chief Financial Officer and Director at Verde Clean Fuels, Inc..

“Michael J. Mayell resigned from his position as CENAQ’s Chief Financial Officer and Director”

J. Russell Porter resigned as Chief Executive Officer and Director at Verde Clean Fuels, Inc..

“J. Russell Porter resigned from his positions as CENAQ’s Chief Executive Officer and Director”

John B. Connally III resigned as Chairman at Verde Clean Fuels, Inc..

“John B. Connally III resigned from his position as CENAQ’s Chairman”

Verde Clean Fuels, Inc. entered into New Subscription Agreements with a number of investors (collectively, the "New PIPE Investors") valued at aggregate of 2,400,000 shares of Class A Common Stock (the “New PIPE Shares”) for a purchase price o (effective 2023-02-10).

“On February 10, 2023 and February 13, 2023, CENAQ entered into separate subscription agreements (collectively, the “New Subscription Agreements”) with a number of investors (collectively, the “New PIPE Investors”), pursuant to which the New PIPE Investors have agreed to purchase, and CENAQ agreed to sell to the New PIPE Investors, an aggregate of 2,400,000 shares of Class A Common Stock (the “New PIPE Shares”) for a purchase price of $10.00 per share, or an aggregate purchase price of $24,000,000, in a private placement (the “New PIPE”).”

Verde Clean Fuels, Inc. terminated Original Subscription Agreement (Terminating PIPE Investor) with CENAQ Energy Corp. ("CENAQ") and an Original PIPE Investor who agreed to purchase 200,000 shares (the "Terminating PIPE Investor") valued at aggregate purchase price of $2,000,000 (effective 2023-02-14).

“On February 14, 2023, CENAQ and an Original PIPE Investor who agreed to purchase 200,000 shares (the “Terminating PIPE Investor”) for an aggregate purchase price of $2,000,000 in the Original PIPE agreed to terminate such investor’s subscription agreement (together with the Arb Termination, the “Terminations”) due to the Terminating PIPE Investor purchasing 387,973 shares at the Per Share Redemption Price and for an aggregate amount of approximately $4,000,000 from CENAQ’s redeeming stockholders.”

Verde Clean Fuels, Inc. terminated Arb Subscription Agreement with CENAQ Energy Corp. ("CENAQ") and Arb Clean Fuels Management LLC ("Arb Clean Fuels") (effective 2023-02-14).

“On February 14, 2023, CENAQ and Arb Clean Fuels agreed to terminate the Arb Subscription Agreement due to the Arb Investors purchasing shares of Class A Common Stock in an amount equal to or greater than $14,250,000 (the “Arb Termination”).”

Verde Clean Fuels, Inc. amended Arb Amendment with Arb Clean Fuels Management LLC ("Arb Clean Fuels") and CENAQ Energy Corp. ("CENAQ") valued at Committed Amount was lowered to 1,500,000 shares for an aggregate purchase price of $15,000,000 (effective 2023-02-13).

“On February 13, 2023, Arb Clean Fuels and CENAQ entered into an amendment to the Arb Subscription Agreement (the “Arb Amendment”), pursuant to which, among other things, (i) the Committed Amount was lowered to 1,500,000 shares for an aggregate purchase price of $15,000,000 and the Reduction Option was removed, (ii) certain investors associated with Arb Clean Fuels (the “Arb Investors”) agreed to purchase shares at the per share redemption price of approximately $10.31 per share (the “Per Share Redemption Price”) in an aggregate amount equal to or greater than $14,250,000 from CENAQ’s redeeming stockholders and (iii) if the Arb Investors purchased shares in an amount equal to or greater than $14,250,000, CENAQ will terminate the Arb Subscription Agreement on or prior to the Closing.”

Verde Clean Fuels, Inc. entered into Original Subscription Agreements with certain investors (the "Original PIPE Investors") valued at aggregate of 8,000,000 shares of CENAQ’s Class A common stock, par value $0.0001 per share (the “Cla (effective 2022-08-12).

“On August 12, 2022, concurrently with the execution of the business combination agreement (as amended, the “Business Combination Agreement” and the transactions contemplated therein, the “Business Combination”) among CENAQ Energy Corp. (“CENAQ”), Verde Clean Fuels OpCo, LLC, a Delaware limited liability company and wholly-owned subsidiary of CENAQ (“OpCo”), Bluescape Clean Fuels Holdings, LLC, a Delaware limited liability company, Bluescape Clean Fuels Intermediate Holdings, LLC, a Delaware limited liability company, and, for a limited purpose, CENAQ Sponsor LLC, a Delaware limited liability company (“Sponsor”), certain investors (the “Original PIPE Investors”) entered into separate subscription agreements (the “Original Subscription Agreements”) with CENAQ, pursuant to which the Original PIPE Investors agreed to purchase, and CENAQ agreed to sell to the Original PIPE Investors, an aggregate of 8,000,000 shares of CENAQ’s Class A common stock, par value $0.0001 per share (the “Class A”

Verde Clean Fuels, Inc. shareholders approved Voting Rights - Class A and Class C common stock vote together as single class at the 2023-01-04 meeting.

“Proposal No. 2F – Voting Rights The proposal to provide that holders of Class A Common Stock and holders of Class C Common Stock will vote together as a single class on all matters, except as required by law or by our Proposed Fourth A&R Charter was approved. The voting results were as follows: Votes Against Abstentions 14,784,249 2,368,497 20,213”

Verde Clean Fuels, Inc. shareholders approved Limitation of Liability for Officers - exculpation from monetary liability at the 2023-01-04 meeting.

“Proposal No. 2E – Limitation of Liability for Officers The proposal to allow officers of Verde Clean Fuels to be exculpated from personal monetary liability pursuant to the General Corporation Law of the State of Delaware was approved. The voting results were as follows: Votes Against Abstentions 15,626,856 1,546,103 0”

Verde Clean Fuels, Inc. shareholders approved Changes in Connection with the Corporate Opportunity Doctrine - absolve certain stockholders from competition obligations at the 2023-01-04 meeting.

“Proposal No. 2D – Changes in Connection with the Corporate Opportunity Doctrine The proposal to absolve certain Verde Clean Fuels stockholders from certain competition and corporate opportunities obligations was approved. The voting results were as follows: Votes Against Abstentions 15,626,856 1,525,890 20,213”

Verde Clean Fuels, Inc. shareholders approved Stockholders' Ability to Call Special Meetings and Act by Written Consent at the 2023-01-04 meeting.

“Proposal No. 2C – Stockholders’ Ability to Call Special Meetings and Act by Written Consent The proposal to allow stockholders to call special meetings and act by written consent until such time that Verde Clean Fuels, Inc. (“Verde Clean Fuels”) is no longer a “Controlled Company” pursuant to the Nasdaq Capital Market Listing Rule 5615(c)(1) was approved. The voting results were as follows: Votes Against Abstentions 13,389,104 3,783,855 0”

Verde Clean Fuels, Inc. shareholders approved Provisions Specific to Special Purpose Acquisition Companies - remove blank check company provisions at the 2023-01-04 meeting.

“Proposal No. 2B – Provisions Specific to Special Purpose Acquisition Companies The proposal to remove certain provisions in the Charter relating to CENAQ’s initial business combination and provisions applicable only to blank check companies that will no longer be applicable to CENAQ following the Closing was approved. The voting results were as follows: Votes Against Abstentions 15,626,856 1,525,890 20,213”

Verde Clean Fuels, Inc. shareholders approved Provisions Specific to Authorized Share Capital - increase authorized shares from 221,000,000 to 376,000,000 at the 2023-01-04 meeting.

“Proposal No. 2A – Provisions Specific to Authorized Share Capital The proposal to increase the number of authorized shares of CENAQ’s capital stock, par value $0.0001 per share, from 221,000,000 shares, consisting of (a) 220,000,000 shares of common stock, including 200,000,000 shares of Class A Common Stock and 20,000,000 shares of Class B common stock, par value $0.0001 per share, and (b) 1,000,000 shares of preferred stock, to 376,000,000 shares, consisting of (i) 350,000,000 shares of Class A Common Stock, (ii) 25,000,000 shares of Class C Common Stock and (iii) 1,000,000 shares of preferred stock , was approved. The voting results were as follows: Votes Against Abstentions 15,647,069 1,525,890 0”

Verde Clean Fuels, Inc. shareholders approved Charter Proposal - approve fourth amended and restated certificate of incorporation at the 2023-01-04 meeting.

“Proposal No. 2 – The Charter Proposal The stockholders approved and adopted the fourth amended and restated certificate of incorporation (the “Proposed Fourth A&R Charter”), which will take effect upon Closing (the “Charter Proposal”). The voting results were as follows: Votes Against Abstentions 15,647,069 1,525,890 0”

Verde Clean Fuels, Inc. shareholders approved Business Combination Proposal - approve Business Combination Agreement and transactions at the 2023-01-04 meeting.

“Proposal No. 1 – The Business Combination Proposal The stockholders (a) approved and adopted the Business Combination Agreement and Plan of Reorganization, dated as of August 12, 2022 (the “Business Combination Agreement”), among CENAQ, Verde Clean Fuels OpCo, LLC, a Delaware limited liability company and a wholly owned subsidiary of CENAQ (“OpCo”), Bluescape Clean Fuels Holdings, LLC, a Delaware limited liability company (“Holdings”), Bluescape Clean Fuels Intermediate Holdings, LLC, a Delaware limited liability company (“Intermediate”), and CENAQ Sponsor LLC (solely with respect to Section 6.18 thereto), pursuant to which (i) (A) CENAQ will contribute to OpCo (1) all of its assets (excluding its interests in OpCo and the aggregate amount of cash required to satisfy any exercise by CENAQ stockholders of their redemption rights (“Redemption Rights”) pursuant to CENAQ’s third amended and restated certificate of incorporation (the “Charter”)) and (2) 22,500,000 newly issued shares of Cla”

Verde Clean Fuels, Inc. incurred loan of $1,725,000 with CENAQ Sponsor LLC at no interest maturing upon the earlier to occur of (i) the date on which CENAQ’s initial business combination is consummated and (ii) the liquidation of CENAQ on or before February 1.

“On November 15, 2022, CENAQ issued an unsecured promissory note (the “Note”) in the principal amount of $1,725,000 to CENAQ Sponsor LLC (the “Sponsor”) in connection with the Extension (as defined below). The Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which CENAQ’s initial business combination is consummated and (ii) the liquidation of CENAQ on or before February 16, 2023 or such later liquidation date as may be approved by CENAQ’s stockholders.”

Verde Clean Fuels, Inc. entered into Unsecured Promissory Note with CENAQ Sponsor LLC valued at $1,725,000 (effective 2022-11-15).

“On November 15, 2022, CENAQ issued an unsecured promissory note (the "Note") in the principal amount of $1,725,000 to CENAQ Sponsor LLC (the "Sponsor") in connection with the Extension (as defined below).”

David Bullion was appointed as Director at Verde Clean Fuels, Inc..

“Benjamin Francisco Salinas Sada, Denise Dubard, Michael S. Bahorich and David Bullion were appointed as members of the Board of Directors”

Michael S. Bahorich was appointed as Director at Verde Clean Fuels, Inc..

“Benjamin Francisco Salinas Sada, Denise Dubard, Michael S. Bahorich and David Bullion were appointed as members of the Board of Directors”

Denise Dubard was appointed as Director at Verde Clean Fuels, Inc..

“Benjamin Francisco Salinas Sada, Denise Dubard, Michael S. Bahorich and David Bullion were appointed as members of the Board of Directors”

Benjamin Francisco Salinas Sada was appointed as Director at Verde Clean Fuels, Inc..

“Benjamin Francisco Salinas Sada, Denise Dubard, Michael S. Bahorich and David Bullion were appointed as members of the Board of Directors”