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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/28/24 Verde Clean Fuels, Inc. 10-K 12/31/23 78:6.6M EdgarAgents LLC/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.42M
2: EX-10.22 Seventh Amendment to the Lease Agreement, Dated as HTML 31K
of January 10, 2024, by and Between Hillsborough
Park, L.L.C. and Bluescape Clean Fuels, LLC
3: EX-19.1 Insider Trading Policy HTML 81K
4: EX-23.1 Consent of Deloitte & Touche LLP, Independent HTML 20K
Registered Public Accounting Firm
9: EX-97.1 Policy Relating to Recovery of Erroneously Awarded HTML 37K
Compensation
5: EX-31.1 Certification -- §302 - SOA'02 HTML 26K
6: EX-31.2 Certification -- §302 - SOA'02 HTML 26K
7: EX-32.1 Certification -- §906 - SOA'02 HTML 22K
8: EX-32.2 Certification -- §906 - SOA'02 HTML 22K
15: R1 Cover HTML 108K
16: R2 Audit Information HTML 27K
17: R3 Consolidated Balance Sheets HTML 151K
18: R4 Consolidated Balance Sheets (Parentheticals) HTML 31K
19: R5 Consolidated Statements of Operations HTML 86K
20: R6 Consolidated Statements of Operations HTML 30K
(Parentheticals)
21: R7 Consolidated Statements of Changes in HTML 77K
Stockholders? Equity
22: R8 Consolidated Statements of Cash Flows HTML 114K
23: R9 The Company HTML 25K
24: R10 Business Combination HTML 49K
25: R11 Significant Accounting Policies HTML 83K
26: R12 Related Party Transactions HTML 29K
27: R13 Leases HTML 54K
28: R14 Property, Plant and Equipment HTML 35K
29: R15 Stockholders? Equity HTML 75K
30: R16 Warrants HTML 30K
31: R17 Income Tax HTML 54K
32: R18 Fair Value Measurements HTML 34K
33: R19 Loss Per Share HTML 40K
34: R20 Subsequent Events HTML 27K
35: R21 Pay vs Performance Disclosure HTML 34K
36: R22 Insider Trading Arrangements HTML 28K
37: R23 Accounting Policies, by Policy (Policies) HTML 127K
38: R24 Business Combination (Tables) HTML 38K
39: R25 Significant Accounting Policies (Tables) HTML 34K
40: R26 Leases (Tables) HTML 52K
41: R27 Property, Plant and Equipment (Tables) HTML 33K
42: R28 Stockholders? Equity (Tables) HTML 54K
43: R29 Income Tax (Tables) HTML 46K
44: R30 Fair Value Measurements (Tables) HTML 31K
45: R31 Loss Per Share (Tables) HTML 36K
46: R32 Business Combination (Details) HTML 97K
47: R33 Business Combination (Details) - Schedule of HTML 46K
Summarizes the Verde Clean Fuels Common Stock
Outstanding
48: R34 Significant Accounting Policies (Details) HTML 65K
49: R35 Significant Accounting Policies (Details) - HTML 36K
Schedule of Property, Plant and Equipment are
Stated at Cost, Less Accumulated Depreciation
50: R36 Significant Accounting Policies (Details) - HTML 32K
Schedule of Accrued Liabilities
51: R37 Related Party Transactions (Details) HTML 41K
52: R38 Leases (Details) HTML 24K
53: R39 Leases (Details) - Schedule of Lease Costs HTML 39K
54: R40 Leases (Details) - Schedule of Operating and HTML 59K
Finance Leases
55: R41 Leases (Details) - Schedule of Lease Supplemental HTML 30K
Information
56: R42 Property, Plant and Equipment (Details) HTML 35K
57: R43 Property, Plant and Equipment (Details) - Schedule HTML 37K
of Major Classes of Property, Plant and Equipment
58: R44 Stockholders? Equity (Details) HTML 122K
59: R45 Stockholders? Equity (Details) - Schedule of HTML 41K
Grant-date Fair Value of Earnout Shares
Attributable to Holdings and the Sponsor
60: R46 Stockholders? Equity (Details) - Schedule of Fair HTML 35K
Value of Stock Options Granted
61: R47 Stockholders? Equity (Details) - Schedule of Stock HTML 67K
Options
62: R48 Stockholders? Equity (Details) - Schedule of RSU HTML 33K
Activity
63: R49 Warrants (Details) HTML 40K
64: R50 Income Tax (Details) HTML 40K
65: R51 Income Tax (Details) - Schedule of Components of HTML 44K
Income Taxes
66: R52 Income Tax (Details) - Schedule of Reconciliation HTML 39K
of Income Tax Expense
67: R53 Income Tax (Details) - Schedule of Reconciliation HTML 23K
of Income Tax Expense (Parentheticals)
68: R54 Income Tax (Details) - Schedule of Deferred Income HTML 41K
Taxes reflect the Net Tax Effects of Temporary
69: R55 Fair Value Measurements (Details) HTML 26K
70: R56 Fair Value Measurements (Details) - Schedule of HTML 41K
Valuation of the Contingent Consideration
Liability
71: R57 Loss Per Share (Details) HTML 35K
72: R58 Loss Per Share (Details) - Schedule of Basic and HTML 57K
Diluted Net Loss Per Share
73: R59 Loss Per Share (Details) - Schedule of Net Income HTML 38K
Per Diluted
75: XML IDEA XML File -- Filing Summary XML 136K
78: XML XBRL Instance -- ea0201475-10k_verde_htm XML 986K
74: EXCEL IDEA Workbook of Financial Report Info XLSX 142K
11: EX-101.CAL XBRL Calculations -- cenqu-20231231_cal XML 127K
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Exhibit 97.1
VERDE CLEAN FUELS, INC.
CLAWBACK POLICY
PURPOSE
Verde Clean Fuels, Inc. (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Company’s Board of Directors (the “Board”) has therefore adopted this policy, which provides for the recoupment of certain executive compensation in the event that the Company is required to prepare an accounting restatement of its financial statements due to material noncompliance with any financial reporting requirement under the federal securities laws (this “Policy”). This Policy is designed to comply with Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the rules promulgated thereunder, and the listing standards of the national securities exchange on which the Company’s securities are listed.
ADMINISTRATION
This Policy shall be administered by the Compensation Committee of the Board (the “Compensation Committee”). Any determinations made by the Compensation Committee shall be final and binding on all affected individuals.
COVERED EXECUTIVES
This Policy applies to the Company’s current and former executive officers (as determined by the Compensation Committee in accordance with Section 10D of the Exchange Act, the rules promulgated thereunder, and the listing standards of the national securities exchange on which the Company’s securities are listed) and such other senior executives or employees who may from time to time be deemed subject to this Policy by the Compensation Committee (collectively, the “Covered Executives”). This Policy shall be binding and enforceable against all Covered Executives.
RECOUPMENT; ACCOUNTING RESTATEMENT
In the event that the Company is required to prepare an accounting restatement of its financial statements due to the Company’s material noncompliance with any financial reporting requirement under the securities laws, including any required accounting restatement (i) to correct an error in previously issued financial statements that is material to the previously issued financial statements, or (ii) that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (each an “Accounting Restatement”), the Compensation Committee will reasonably promptly require reimbursement or forfeiture of the Overpayment (as defined below) received by any Covered Executive (x) after beginning service as a Covered Executive, (y) who served as a Covered Executive at any time during the performance period for the applicable Incentive-Based Compensation (as defined below), and (z) during the three (3) completed fiscal years immediately preceding the date on which the Company is required to prepare an Accounting Restatement and any transition period (that results from a change in the Company’s fiscal year) within or immediately following those three (3) completed fiscal years.
INCENTIVE-BASED COMPENSATION
For purposes of this Policy, “Incentive-Based Compensation” means any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure, including, but not limited to: (i) non-equity incentive plan awards that are earned solely or in part by satisfying a financial reporting measure performance goal; (ii) bonuses paid from a bonus pool, where the size of the pool is determined solely or in part by satisfying a financial reporting measure performance goal; (iii) other cash awards based on satisfaction of a financial reporting measure performance goal; (iv) restricted stock, restricted stock units, stock options, stock appreciation rights, and performance share units that are granted or vest solely or in part based on satisfaction of a financial reporting measure performance goal; and (v) proceeds from the sale of shares acquired through an incentive plan that were granted or vested solely or in part based on satisfaction of a financial reporting measure performance goal.
Compensation that would not be considered Incentive-Based Compensation includes, but is not limited to: (i) salaries; (ii) bonuses paid solely based on satisfaction of subjective standards, such as demonstrating leadership, and/or completion of a specified employment period; (iii) non-equity incentive plan awards earned solely based on satisfaction of strategic or operational measures; (iv) wholly time-based equity awards; and (v) discretionary bonuses or other compensation that is not paid from a bonus pool that is determined by satisfying a financial reporting measure performance goal.
A financial reporting measure is: (i) any measure that is determined and presented in accordance with the accounting principles used in preparing financial statements, or any measure derived wholly or in part from such measure, such as revenues, EBITDA, or net income or (ii) stock price and total shareholder return. Financial reporting measures include, but are not limited to: revenues; net income; operating income; profitability of one or more reportable segments; financial ratios (e.g., accounts receivable turnover and inventory turnover rates); net assets or net asset value per share; earnings before interest, taxes, depreciation and amortization; funds from operations and adjusted funds from operations; liquidity measures (e.g., working capital, operating cash flow); return measures (e.g., return on invested capital, return on assets); earnings measures (e.g., earnings per share); sales per square foot or same store sales, where sales is subject to an accounting restatement; revenue per user, or average revenue per user, where revenue is subject to an accounting restatement; cost per employee, where cost is subject to an accounting restatement; any of such financial reporting measures relative to a peer group, where the Company’s financial reporting measure is subject to an accounting restatement; and tax basis income.
OVERPAYMENT: AMOUNT SUBJECT TO RECOVERY
The amount to be recovered will be the amount of Incentive-Based Compensation received that exceeds the amount of Incentive-Based Compensation that otherwise would have been received had it been determined based on the restated amounts, and must be computed without regard to any taxes paid (the “Overpayment”). Incentive-Based Compensation is deemed “received” in the Company’s fiscal period during which the financial reporting measure specified in the incentive-based compensation award is attained, even if the vesting, payment or grant of the incentive-based compensation occurs after the end of that period.
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For Incentive-Based Compensation based on stock price or total shareholder return, where the amount of erroneously awarded compensation is not subject to mathematical recalculation directly from the information in the Accounting Restatement, the amount must be based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or total shareholder return upon which the Incentive-Based Compensation was received, and the Company must maintain documentation of the determination of that reasonable estimate and provide such documentation to the exchange on which the Company’s securities are listed.
METHOD OF RECOUPMENT
The Compensation Committee will determine, in its sole discretion, the method or methods for recouping any Overpayment hereunder which may include, without limitation:
| ● | requiring reimbursement of cash Incentive-Based Compensation previously paid; |
| ● | seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer, or other disposition of any equity-based awards granted as Incentive-Based Compensation; |
| ● | offsetting any or all of the Overpayment from any compensation otherwise owed by the Company to the Covered Executive; |
| ● | cancelling outstanding vested or unvested equity awards; and/or |
| ● | taking any other remedial or recovery action permitted by law, as determined by the Compensation Committee. |
LIMITATION ON RECOVERY; NO ADDITIONAL PAYMENTS
The right to recovery will be limited to Overpayments received during the three (3) completed fiscal years prior to the date on which the Company is required to prepare an Accounting Restatement and any transition period (that results from a change in the Company’s fiscal year) within or immediately following those three (3) completed fiscal years. In no event shall the Company be required to award Covered Executives an additional payment if the restated or accurate financial results would have resulted in a higher Incentive-Based Compensation payment.
NO INDEMNIFICATION
The Company shall not indemnify any Covered Executives against the loss of any incorrectly awarded Incentive-Based Compensation.
INTERPRETATION
The Compensation Committee is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Policy. It is intended that this Policy be interpreted in a manner that is consistent with the requirements of Section 10D of the Exchange Act and the applicable rules or standards adopted by the Securities and Exchange Commission or any national securities exchange on which the Company’s securities are listed.
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EFFECTIVE DATE
This Policy shall be effective as of the date it is adopted by the Board (the “Effective Date”) and shall apply to Incentive-Based Compensation (including Incentive-Based Compensation granted pursuant to arrangements existing prior to the Effective Date). Notwithstanding the foregoing, this Policy shall only apply to Incentive-Based Compensation received (as determined pursuant to this Policy) on or after October 2, 2023.
AMENDMENT; TERMINATION
The Board may amend this Policy from time to time in its discretion. The Board may terminate this Policy at any time.
OTHER RECOUPMENT RIGHTS
The Board intends that this Policy will be applied to the fullest extent of the law. The Compensation Committee may require that any employment or service agreement, cash-based bonus plan or program, equity award agreement, or similar agreement entered into on or after the adoption of this Policy shall, as a condition to the grant of any benefit thereunder, require a Covered Executive to agree to abide by the terms of this Policy. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company pursuant to the terms of any similar policy in any employment agreement, equity award agreement, cash-based bonus plan or program, or similar agreement and any other legal remedies available to the Company.
IMPRACTICABILITY
The Compensation Committee shall recover any Overpayment in accordance with this Policy except to the extent that the Compensation Committee (or, if the Compensation Committee is not composed entirely of independent directors, the majority of the independent directors serving on the Board) determines such recovery would be impracticable because:
(A) The direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered;
(B) Recovery would violate home country law of the Company where that law was adopted prior to November 28, 2022; or
(C) Recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.
SUCCESSORS
This Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators or other legal representatives.
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| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/28/24 | 8-K | ||
| For Period end: | 12/31/23 | |||
| 10/2/23 | ||||
| 11/28/22 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/01/24 Verde Clean Fuels, Inc. 424B3 1:1.2M EdgarAgents LLC/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/17/23 Verde Clean Fuels, Inc. 8-K:5,9 4/12/23 13:525K EdgarAgents LLC/FA 3/31/23 Verde Clean Fuels, Inc. 10-K 12/31/22 56:5.7M EdgarAgents LLC/FA 2/21/23 Verde Clean Fuels, Inc. 8-K:1,2,3,4 2/15/23 26:2.3M EdgarAgents LLC/FA 2/14/23 Verde Clean Fuels, Inc. 8-K:1,3,8,9 2/10/23 14:513K EdgarAgents LLC/FA 8/12/22 Verde Clean Fuels, Inc. 8-K:1,3,7,9 8/12/22 19:13M EdgarAgents LLC/FA 8/17/21 Verde Clean Fuels, Inc. 8-K:1,3,5,7 8/12/21 13:1M EdgarAgents LLC/FA 6/21/21 Verde Clean Fuels, Inc. S-1/A 11:3.5M EdgarAgents LLC/FA 3/01/21 Verde Clean Fuels, Inc. S-1 15:3.8M EdgarAgents LLC/FA |