UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, ~~2022~~2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

For the transition period from ________________ to ________________

Commission File Number 001-35073

GEVO, INC.

(Exact name of registrant as specified in its charter)


Delaware									87-0747704
(State or other jurisdiction of incorporation or organization)									(I.R.S. Employer Identification No.)


345 Inverness Drive South, Building C, Suite 310 Englewood, CO									80112
(Address of principal executive offices)									(Zip Code)

(303) 858-8358

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share	GEVO	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange 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. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:


Large accelerated filer	☒☐	Accelerated filer	☐

Non-accelerated filer	☐☒	Smaller reporting company	☐☒

		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May ~~6, 2022~~9, 2023,~~201,752,722 shares~~ 237,246,223 shares of the registrant’s common stock were outstanding.

Table of Contents

GEVO, INC.

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED MARCH 31, ~~2022~~2023

TABLE OF CONTENTS


		Page
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements	3
	Consolidated Balance Sheets as of March 3 1 ~~, 202~~2 31, 2023 (unaudited) and December 31, ~~202~~12022	3
	Consolidated Statements of Operations for the threemonths ended March 3 1 ~~, 202~~2 31, 2023 and ~~202~~12022 (unaudited)	4
	Consolidated Statements of Comprehensive ~~Income (Loss)~~Loss for the threemonths ended March 31,~~, 202~~2 2023 and ~~202~~12022 (unaudited)	5
	Consolidated Statements of Stockholders' Equity for the three~~three~~ months ended March 31, ~~2022~~ 2023 and ~~2021~~2022 (unaudited)	6
	Consolidated Statements of Cash Flows for the three~~three~~ months ended March 31, ~~2022~~2023 and ~~2021~~2022 (unaudited)	7
	Notes to Consolidated Financial Statements (unaudited)	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3335
Item 4.	Controls and Procedures	3335

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	3436
Item 1A.	Risk Factors	3436
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3436
Item 3.	Defaults Upon Senior Securities	3436
Item 4.	Mine Safety Disclosures	3536
Item 5.	Other Information	3536
Item 6.	Exhibits	36

	Signatures	38

Table of Contents

PART I: FINANCIAL INFORMATION

Item 1. Financial Statements.

GEVO, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited, in thousands, except share and per share amounts)


		Note	March 31, 2022		December 31, 2021			Note	As of March 31, 2023		As of December 31, 2022
Assets	Assets						Assets
Current assets	Current assets						Current assets
Cash and cash equivalents	Cash and cash equivalents		$	44,626	$	40,833	Cash and cash equivalents		$	342,283	$	237,125
Marketable securities (current)		5, 17	265,813		275,340
Marketable securities							Marketable securities	4	32,897		167,408
Restricted cash (current)	Restricted cash (current)	12	16,216		25,032		Restricted cash (current)	5	1,032		1,032
Accounts receivable, net			168		978
Trade accounts receivable, net							Trade accounts receivable, net		855		476
Inventories	Inventories	7	2,735		2,751		Inventories	8	4,355		6,347
Prepaid expenses and other current assets	Prepaid expenses and other current assets	4	5,861		6,857		Prepaid expenses and other current assets	6	4,985		3,034
Total current assets	Total current assets		335,419		351,791		Total current assets		386,407		415,422
Property, plant and equipment, net	Property, plant and equipment, net	8	156,896		139,141		Property, plant and equipment, net	9	183,862		176,872
Long-term marketable securities		5, 17	32,724		64,396
Long-term restricted cash		12	70,238		70,168

Restricted cash (non-current)							Restricted cash (non-current)	5	76,736		77,219
Operating right-of-use assets	Operating right-of-use assets	6	2,209		2,414		Operating right-of-use assets	7	1,285		1,331
Finance right-of-use assets	Finance right-of-use assets	6	26,887		27,297		Finance right-of-use assets	7	217		219
Intangible assets, net	Intangible assets, net	9	8,656		8,938		Intangible assets, net	10	7,400		7,691
Deposits and other assets	Deposits and other assets		5,631		2,331		Deposits and other assets	11	32,787		21,994
Total assets	Total assets		$	638,660	$	666,476	Total assets		$	688,694	$	700,748

Liabilities	Liabilities						Liabilities
Current liabilities	Current liabilities						Current liabilities
Accounts payable and accrued liabilities	Accounts payable and accrued liabilities	11	$	13,410	$	28,288	Accounts payable and accrued liabilities	12	$	24,931	$	24,760
Operating lease liabilities (current)	Operating lease liabilities (current)	6	416		772		Operating lease liabilities (current)	7	421		438
Finance lease liabilities (current)	Finance lease liabilities (current)	6	4,029		3,413		Finance lease liabilities (current)	7	59		79
Loans payable - other (current)		12	89		158
Loans payable (current)							Loans payable (current)	13	152		159
Total current liabilities	Total current liabilities		17,944		32,631		Total current liabilities		25,563		25,436
2021 Bonds payable (long-term)		12, 17	66,669		66,486
Loans payable - other (long-term)		12	276		318
Operating lease liabilities (long-term)		6	1,838		1,902
Finance lease liabilities (long-term)		6	17,403		17,797
Other long-term liabilities			95		87
2021 Bonds payable, net							2021 Bonds payable, net	13	67,408		67,223
Loans payable (non-current)							Loans payable (non-current)	13	126		159
Operating lease liabilities (non-current)							Operating lease liabilities (non-current)	7	1,392		1,450
Finance lease liabilities (non-current)							Finance lease liabilities (non-current)	7	184		183
Other liabilities (non-current)							Other liabilities (non-current)		560		820
Total liabilities	Total liabilities		104,225		119,221		Total liabilities		95,233		95,271

Stockholders' Equity	Stockholders' Equity						Stockholders' Equity
Common stock, $0.01 par value per share; 500,000,000 and 250,000,000 shares authorized at March 31, 2022 and December 31, 2021, respectively; 201,752,722 and 201,988,662 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively.			2,019		2,020
Common stock, $0.01 par value per share; 500,000,000 shares authorized; 237,261,164 and 237,166,625 shares issued and outstanding at March 31, 2023, and December 31, 2022, respectively.							Common stock, $0.01 par value per share; 500,000,000 shares authorized; 237,261,164 and 237,166,625 shares issued and outstanding at March 31, 2023, and December 31, 2022, respectively.		2,373		2,372
Additional paid-in capital	Additional paid-in capital		1,107,051		1,103,224		Additional paid-in capital		1,264,203		1,259,527
Accumulated other comprehensive loss	Accumulated other comprehensive loss		(1,587)		(614)		Accumulated other comprehensive loss		(115)		(1,040)
Accumulated deficit	Accumulated deficit		(573,048)		(557,375)		Accumulated deficit		(673,000)		(655,382)
Total stockholders' equity	Total stockholders' equity		534,435		547,255		Total stockholders' equity		593,461		605,477

Total liabilities and stockholders' equity	Total liabilities and stockholders' equity		$	638,660	$	666,476	Total liabilities and stockholders' equity		$	688,694	$	700,748

See the accompanying Notes to the Consolidated Financial Statements.

Table of Contents

GEVO, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited, in thousands, except share and per share amounts)

Note Three Months Ended March 31,
2022 2021
Revenue and cost of goods sold
Ethanol sales and related products, net 2 $ 169 $ —
Hydrocarbon revenue 2 63 13
Other revenue 2 — 80
Total revenues 2, 18 232 93
Cost of production (including non-cash compensation expense of $0.09 million and nil, respectively) 14, 18 3,090 901
Depreciation and amortization 8, 9, 18 1,091 1,093
Total cost of goods sold 4,181 1,994
Gross loss (3,949) (1,901)
Operating expenses
Research and development expense (including non-cash compensation expense of $0.1 million and $0.5 million, respectively) 14 1,192 1,378
Selling, general and administrative expense (including non-cash compensation expense of $1.4 million and $0.5 million, respectively) 14 9,367 3,814
Preliminary stage project costs 507 2,727
Other operations (including non-cash compensation expense of $0.1 million and nil, respectively) 14 589 —
Depreciation and amortization 8, 9, 18 351 58
Total operating expenses 12,006 7,977
Loss from operations 18 (15,955) (9,878)
Other income (expense)
(Loss) gain from change in fair value of derivative warrant liability — (53)
Interest expense 12, 18 (2) (5)
Interest and dividend income 5 252 31
Other income (expense), net 32 (152)
Total other income (expense), net 282 (179)
Net loss $ (15,673) $ (10,057)

Net loss per share - basic and diluted 3 $ (0.08) $ (0.05)

Weighted-average number of common shares outstanding - basic and diluted 201,925,747 183,566,524


	Note	Three Months Ended March 31,
			2023		2022
Total operating revenues	2, 19		$	4,060	$	232
Operating expenses:
Cost of production	14		4,425		3,090
Depreciation and amortization	9, 10		4,575		1,442
Research and development expense	14		1,198		1,192
General and administrative expense	14		10,761		9,367
Project development costs	14		2,959		1,096
Facility idling costs			999		—


Total operating expenses	14		24,917		16,187
Loss from operations			(20,857)		(15,955)
Other income (expense)
Interest expense			(539)		(2)
Investment income			3,067		252
Other income, net			711		32
Total other income, net			3,239		282
Net loss			$	(17,618)	$	(15,673)
Net loss per share - basic and diluted			$	(0.07)	$	(0.08)
Weighted-average number of common shares outstanding - basic and diluted	3		237,260,681		201,925,747

See the accompanying Notes to the Consolidated Financial Statements.

GEVO, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE ~~INCOME (LOSS)~~LOSS

(Unaudited, in thousands)

Note Three Months Ended March 31,
2022 2021
Net loss $ (15,673) $ (10,057)
Other comprehensive income (loss)
Unrealized gain (loss) on available-for-sale securities, net of tax 5 (974) —
Adjustment for net gain (loss) realized and included in net income, net of tax 5 1 —
Total change in other comprehensive income (loss) (973) —
Comprehensive loss $ (16,646) $ (10,057)


	Note	Three Months Ended March 31,
			2023		2022
Net loss			$	(17,618)	$	(15,673)
Other comprehensive loss
Unrealized gain (loss) on available-for-sale securities	4		925		(973)
Comprehensive loss			$	(16,693)	$	(16,646)

See the accompanying Notes to the Consolidated Financial Statements.

Table of Contents

GEVO, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(Unaudited, in thousands, except share amounts)






















		Three Months Ended March 31, 2023 and 2022
		Common Stock			Paid-In Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Stockholders’ Equity
	Note	Shares	Amount
Balance, December 31, 2022		237,166,625	$	2,372	$	1,259,527	$	(1,040)	$	(655,382)	$	605,477


Non-cash stock-based compensation	14	—	—		4,677		—		—		4,677
Stock-based awards and related share issuances, net	18	94,539	1		(1)		—		—		—
Other comprehensive income		—	—		—		925		—		925
Net loss		—	—		—		—		(17,618)		(17,618)
Balance, March 31, 2023		237,261,164	$	2,373	$	1,264,203	$	(115)	$	(673,000)	$	593,461

Balance, December 31, 2021		201,988,662	$	2,020	$	1,103,224	$	(614)	$	(557,375)	$	547,255

Issuance of common stock upon exercise of warrants	18	4,677	—		3		—		—		3
Non-cash stock-based compensation	14	—	—		4,044		—		—		4,044
Stock-based awards and related share issuances, net	18	(240,617)	(1)		(220)		—		—		(221)
Other comprehensive loss		—	—		—		(973)		—		(973)
Net loss		—	—		—		—		(15,673)		(15,673)
Balance, March 31, 2022		201,752,722	$	2,019	$	1,107,051	$	(1,587)	$	(573,048)	$	534,435

Note Common Stock Paid-In Capital Accumulated Other Comprehensive Loss Accumulated Deficit Stockholders’ Equity
Shares Amount
Balance, December 31, 2021 201,988,662 $ 2,020 $ 1,103,224 $ (614) $ (557,375) $ 547,255
Issuance of common stock upon exercise of warrants 10 4,677 — 3 — — 3
Non-cash stock-based compensation 14 — — 4,044 — — 4,044
Issuance of common stock under stock plans, net of taxes 14 (240,617) (1) (220) — — (221)
Other comprehensive loss — — — (973) — (973)
Net loss — — — — (15,673) (15,673)
Balance, March 31, 2022 201,752,722 $ 2,019 $ 1,107,051 $ (1,587) $ (573,048) $ 534,435
Balance, December 31, 2020 128,138,311 $ 1,282 $ 643,269 $ — $ (498,172) $ 146,379
Issuance of common stock, net of issuance costs 68,170,579 682 457,008 — — 457,690
Issuance of common stock upon exercise of warrants 10 1,863,058 18 1,099 — — 1,117
Non-cash stock-based compensation 14 — — 562 — — 562
Issuance of common stock under stock plans, net of taxes 14 (121,499) (1) 1 — — —
Net loss — — — — (10,057) (10,057)
Balance, March 31, 2021 198,050,449 $ 1,981 $ 1,101,939 $ — $ (508,229) $ 595,691

See the accompanying Notes to the Consolidated Financial Statements.

Table of Contents

GEVO, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in thousands)


		Note	Three Months Ended March 31,					Note	Three Months Ended March 31,
			2022		2021				2023		2022
Operating Activities	Operating Activities						Operating Activities
Net loss	Net loss		$	(15,673)	$	(10,057)	Net loss		$	(17,618)	$	(15,673)
Adjustments to reconcile net loss to net cash used in operating activities:	Adjustments to reconcile net loss to net cash used in operating activities:						Adjustments to reconcile net loss to net cash used in operating activities:

Stock-based compensation	Stock-based compensation	14	4,258		925		Stock-based compensation	14	4,677		4,258
Depreciation and amortization	Depreciation and amortization	8, 9, 18	1,442		1,149		Depreciation and amortization	9, 10	4,575		1,442
Non-cash lease expense		6	139		17
Non-cash interest expense		5	1,150		—

Amortization of marketable securities (discount) premium							Amortization of marketable securities (discount) premium		(114)		1,150
Other noncash expense							Other noncash expense		234		139
Changes in operating assets and liabilities:	Changes in operating assets and liabilities:						Changes in operating assets and liabilities:
Accounts receivable	Accounts receivable		810		435		Accounts receivable		(379)		810
Inventories	Inventories	7	16		39		Inventories	8	1,650		16
Prepaid expenses and other current assets, deposits and other assets	Prepaid expenses and other current assets, deposits and other assets	4	(2,317)		(4,273)		Prepaid expenses and other current assets, deposits and other assets	6, 11	(12,852)		(2,367)
Accounts payable, accrued expenses and long-term liabilities		11, 12, 6	(2,285)		4,600
Accounts payable, accrued expenses and non-current liabilities							Accounts payable, accrued expenses and non-current liabilities	12	381		(2,269)
Net cash used in operating activities	Net cash used in operating activities		(12,460)		(7,165)		Net cash used in operating activities		(19,446)		(12,494)

Investing Activities	Investing Activities						Investing Activities
Acquisitions of property, plant and equipment	Acquisitions of property, plant and equipment	8	(31,218)		(4,630)		Acquisitions of property, plant and equipment	9	(11,434)		(31,218)
Acquisition of patent portfolio	Acquisition of patent portfolio	9	(10)		—		Acquisition of patent portfolio	10	—		(10)
Proceeds from sale and maturity of marketable securities	Proceeds from sale and maturity of marketable securities	5	71,082		—		Proceeds from sale and maturity of marketable securities	4	135,550		71,082
Proceeds from sale of property, plant and equipment							Proceeds from sale of property, plant and equipment	9	67		—

Purchase of marketable securities							Purchase of marketable securities	4	—		(31,993)
Net cash provided by investing activities							Net cash provided by investing activities		124,183		7,861
Financing Activities							Financing Activities

Purchase of marketable securities		5	(31,993)		—

Net cash used in investing activities			7,861		(4,630)

Financing Activities

Debt and equity offering costs		12	—		(31,683)
Proceeds from issuance of common stock and common stock warrants			—		489,373
Proceeds from exercise of warrants	Proceeds from exercise of warrants	10	3		1,117		Proceeds from exercise of warrants	18	—		3
Net settlement of common stock under stock plans	Net settlement of common stock under stock plans	14	(220)		—		Net settlement of common stock under stock plans	14	—		(220)
Payment of loans payable - other		12	(103)		(27)

Payment of debt							Payment of debt	13	(39)		(103)
Payment of finance lease liabilities	Payment of finance lease liabilities	6	(34)		—		Payment of finance lease liabilities	7	(23)		—

Net cash provided by financing activities			(354)		458,780

Net cash used in financing activities							Net cash used in financing activities		(62)		(320)
Net increase (decrease) in cash and cash equivalents	Net increase (decrease) in cash and cash equivalents		(4,953)		446,985		Net increase (decrease) in cash and cash equivalents		104,675		(4,953)
Cash, cash equivalents and restricted cash at beginning of period	Cash, cash equivalents and restricted cash at beginning of period		136,033		78,338		Cash, cash equivalents and restricted cash at beginning of period		315,376		136,033
Cash, cash equivalents and restricted cash at end of period	Cash, cash equivalents and restricted cash at end of period		$	131,080	$	525,323	Cash, cash equivalents and restricted cash at end of period		$	420,051	$	131,080


		Three Months Ended March 31,					Three Months Ended March 31,
Schedule of cash, cash equivalents and restricted cash	Schedule of cash, cash equivalents and restricted cash	2022		2021		Schedule of cash, cash equivalents and restricted cash	2023		2022

Cash and cash equivalents	Cash and cash equivalents	$	44,626	$	525,323	Cash and cash equivalents	$	342,283	$	44,626
Restricted cash (current)	Restricted cash (current)	16,216		—		Restricted cash (current)	1,032		16,216
Long-term restricted cash		70,238		—
Non-current restricted cash						Non-current restricted cash	76,736		70,238
Total cash, cash equivalents and restricted cash	Total cash, cash equivalents and restricted cash	$	131,080	$	525,323	Total cash, cash equivalents and restricted cash	$	420,051	$	131,080

Three Months Ended March 31,
Supplemental disclosures of cash and non-cash investing and financing transactions 2022 2021
Cash paid for interest $ 2 $ 3
Cash paid for interest capitalized to construction in progress $ 516 $ —
Non-cash interest capitalized to construction in progress $ 1 $ —
Non-cash purchase of property, plant and equipment $ 7,530 $ 999
Right-of-use asset purchased with operating lease $ — $ 1,562


	Three Months Ended March 31,
Supplemental disclosures of cash and non-cash investing and financing transactions	2023		2022
Cash paid for interest, net of amounts capitalized	$	515	$	(514)
Non-cash purchase of property, plant and equipment	$	13,277	$	7,530

See the accompanying Notes to the Consolidated Financial Statements.

Table of Contents

GEVO, INC.

Notes to Consolidated Financial Statements

(unaudited)

1.Nature of Business, Financial Condition and Basis of Presentation

Nature of business. Gevo, Inc. (Nasdaq: GEVO) ("Gevo", "we", "us", "our", or the "Company," which, unless otherwise indicated, refers to Gevo, Inc. and its subsidiaries), a Delaware corporation founded in 2005, is a growth-oriented company with the mission of solving greenhouse gas ("GHG") emissions for those sectors of the transportation industry that are not amenable to electrification or hydrogen.

The Company is focused on transforming renewable energy into energy-dense liquid drop-in hydrocarbons that can be used as renewable fuels, such as sustainable aviation fuel ("SAF"), and other fuels and chemicals, with the potential to achieve a “net-zero” ~~greenhouse gas ("GHG") footprint. The Company uses~~GHG, or even carbon negative footprint measured by the Argonne National Laboratory’s GREET (Greenhouse gases, Regulated Emissions, and Energy use in Transportation) model (the "GREET Model") to measure, predict and verify GHG emissions across the ~~life-cycle of its products. The~~life-cycle. Our “net-zero” concept means ~~Gevo expects that~~production of drop-in hydrocarbon fuels by using sustainably grown feedstocks (e.g., low till, no-till and dry corn cultivation), renewable and substantially decarbonized energy sources, ~~drop-in hydrocarbon fuels can be produced that have~~resulting in a net-zero carbon footprint from the full life cycle ~~footprint~~of the fuel measured from the capture of renewable carbon through the burning of the fuel.

Gevo's primary market focus, given current demand and growing customer interest, is SAF. The Company believes it also has commercial opportunities for other renewable hydrocarbon products, such as (i) renewable natural gas, also known as biogas (“RNG”), (ii) hydrocarbons for gasoline blendstocks and diesel fuel, ~~(ii) ingredients for the chemical industry, such as ethylene and butenes,~~ and (iii) plastics, materials and other chemicals. We are engaged in technology, process and intellectual property development targeted to large scale deployment of net-zero hydrocarbon fuels and chemicals. We are developing the marketplace and customers for SAF and other related products. We also are engaged as a developer and enabler/licensor for large scale commercial production, and we expect to be a co-investor on certain projects. Gevo's business model is that of a developer of projects, a licensor, process technology developer, and operator of certain assets in the future.

Net-Zero Projects

In early 2021, we announced the concept of “Net-Zero Projects” as a series of planned facilities to produce energy dense liquid hydrocarbons using renewable energy and our proprietary technology. The ~~Company believes it~~concept of a Net-Zero Project is to convert renewable energy (e.g., photosynthetic, wind, RNG) from a variety of sources into energy dense liquid hydrocarbons that, when burned in traditional engines, has the potential to achieve net-zero GHG emissions across the whole lifecycle of the liquid fuel: from the way carbon is captured from the atmosphere, processed to make liquid fuel products, and burnt as a fuel for planes, cars, trucks and ships. As announced in February 2022, and as a result of our agreement and relationship with Axens North America, Inc. (“Axens”), Gevo made the decision to utilize Axens’ ethanol fermentation technology instead of our proprietary isobutanol fermentation technology to produce sustainable aviation fuel and ~~know-how~~other renewable hydrocarbon products in our Net-Zero Projects.

Our initial Net-Zero Project, Net-Zero 1 (“NZ1"), is expected to ~~convert various carbohydrate feeds through a~~be located in Lake Preston, South Dakota, and is being currently designed to produce approximately 65 million gallons per year ("MGPY") of total hydrocarbon volumes, including 60 MGPY of SAF. Along with the hydrocarbons, NZ1 is being designed to produce approximately 1,390 million pounds per year of high-value protein products for use in the food chain and more than 34 million pounds per year of corn oil. Our products will be produced in three steps; the first step is milling the corn and the production of protein, oil, and carbohydrates, the second step produces alcohols using fermentation ~~process into alcohols~~ and ~~then transform~~the third step is the conversion of the alcohols into ~~renewable fuels~~hydrocarbons.

We also are developing other commercial production projects for SAF at other locations in the United States where we expect to use the design of the ethanol-to-jet plant of Lake Preston. Gevo expects to play the role of developer and ~~materials. While~~licensor; and, depending upon circumstances, partial owner of these projects.

Table of Contents

GEVO, INC.

Notes to Consolidated Financial Statements

(unaudited)

Renewable Natural Gas Facilities

Gevo's RNG facilities in Northwest Iowa ("NW Iowa RNG") are owned by Gevo NW Iowa RNG, LLC, and produce RNG captured from dairy cow manure. The manure is supplied by three local dairies that have over 20,000 milking cows in total. Animal manure can be digested anaerobically to produce biogas, which is then upgraded to pipeline quality gas referred to as RNG. Gevo NW Iowa RNG, LLC sells the ~~Company expects its first major capital deployments~~produced RNG to ~~focus on~~the California market through an agreement with BP Canada Energy Marketing Corp. and BP Products North America Inc. (collectively, "BP"). In addition, NW Iowa RNG generates and sells Low Carbon Fuel Standard ("LCFS") credits as well as D3 Renewable Identification Numbers ("RINs") through the production of SAF, Gevo recognizes that there are opportunities to operate in several different markets, and it will pursue those opportunities when appropriate based on customer interest, access to capital and expected investment returns.RNG (collectively, "environmental attributes").

Luverne Facility

~~Gevo currently operates a wholly-owned~~Gevo's development plant in Luverne, Minnesota (the "Luverne Facility")~~. The Luverne Facility~~ was originally constructed in 1998 and is located on approximately 55 acres of land, which contains approximately 50,000 square feet of building space. ~~Our Luverne Facility is a scale up and development site.~~ Gevo ~~intends to~~may use the Luverne Facility in the future to prove our processes, process concepts, unit operations and for other purposes in order to optimize feedstocks and the processes used for producing hydrocarbons from alcohols.Currently, the activities at the Luverne Facility are minimized to care and maintenance, as the Company has shifted focus to the Net-Zero Projects.

Gevo's renewable natural gas ("RNG") project ("NW Iowa RNG") owned by Gevo NW Iowa RNG, LLC, will generate RNG captured from dairy cow manure supplied by 3 dairies located in Northwest Iowa totaling over 20,000 milking cows. Animal manure can be digested anaerobically to produce biogas, which is then upgraded to pipeline quality gas referred to as RNG. Gevo NW Iowa RNG, LLC intends to sell RNG to the California market through an agreement with BP Canada Energy Marketing Corp. and BP Products North America Inc. (collectively, "BP"). Our dairy farm partners realize a varietyBasis of benefits including improved operational and environmental compliance options. These services facilitate long-term relationships with project hosts that may serve as a source for future projects and relationships. Gevo believes that RNG has potential to displace fossil-based natural gas used in the future production of net-zero hydrocarbon manufacturing facilities, providing the benefit of lowering the carbon intensity of hydrocarbon fuels.

In 2021, we began construction on NW Iowa RNG under a self-perform project delivery format. We completed most of the construction efforts at the end of 2021, and in January 2022, we began the process of commissioning the project. NW Iowa RNG is expected to be completed within budget. All digesters are currently in the start-up phase and are expected to reach steady production levels in the second quarter of 2022. When fully operational, NW Iowa RNG is expected to generate approximately 355,000 MMBtu of RNG per year.

We also operate a demonstration facility in Silsbee, Texas in partnership with South Hampton Resources, Inc. (the "South Hampton Facility"), from which the Company produces limited volumes of SAF and liquid hydrocarbon fuel.

Ultimately, the Company believes that the attainment of profitable operations is dependent upon future events, including, but not limited to (i) the successful development of the Company's initial Net-Zero Project (the "Net-Zero 1 Project") and future projects for the production of energy dense liquid hydrocarbons using renewable energy and our proprietary technology; and (ii) the achievement of a level of revenues adequate to support its cost structure.presentation

~~Basis of presentation.~~The accompanying unaudited condensed consolidated financial statements ~~of the Company (which include the accounts of its wholly-owned subsidiaries Gevo Asset, LLC, Gevo RNG HoldCo, LLC, Gevo NW Iowa RNG, LLC, Gevo Net-Zero~~

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~~GEVO, INC.~~

~~Notes to Consolidated Financial Statements~~

~~(unaudited)~~

~~HoldCo, LLC, Gevo Net-Zero 1~~, ~~LLC, and Agri-Energy, LLC (“Agri-Energy”))~~ have been prepared ~~without audit, pursuant~~in accordance with U.S. generally accepted accounting principles (“GAAP”) along with the instructions to Form 10-Q and Article 10 of Regulation S-X assuming the ~~rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”).~~Company will continue as a going concern. Accordingly, they do not include all information and footnotes required by ~~accounting principles generally accepted in the United States (“GAAP”)~~GAAP for complete financial statements. These statements reflect all normal and recurring adjustments which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows of the Company as of, and for the three months ended, March 31, ~~2022,~~2023, and are not necessarily indicative of the results to be expected for the full year. These statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included under the heading “Financial Statements and Supplementary Data” in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022. The financial statements at December 31, ~~2021,~~2022, have been derived from the audited financial statements as of that date. For further information, refer to our audited financial statements and notes thereto included for the year ended December 31, ~~2021~~2022 (the ~~"2021~~"2022 Annual Report").

Reclassifications. The Company reclassified certain prior period amounts to conform to the current period ~~presentation, including~~presentation. The reclassifications included the categorization of depreciation and amortization on the Consolidated Statements of ~~Operations. These reclassifications~~Operations and had no impact on total revenues, ~~total cost of goods sold,~~ total operating expenses, net loss or stockholders' equity for any period.

2.Revenues from Contracts with Customers and Other Revenues

The Company’s revenues are primarily comprised of the sale of RNG and related environmental attributes produced at the NW Iowa RNG facility under long-term contracts with customers. Revenue is recognized at a point in time when the Company transfers the product to its customer. The customer obtains control of the product upon RNG delivery into gas pipeline system, whereas the title and control for the environmental attributes are transferred to the customer subsequent to the issuance of such attributes by the relevant regulatory agency. The Company generally has a single performance obligation in our arrangements with customers. The Company’s performance obligation related to the sales of RNG and related environmental attributes are satisfied at a point in time upon delivery to the customer.

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GEVO, INC.

Notes to Consolidated Financial Statements

(unaudited)

The ~~Company's~~following table displays the Company’s revenue by major source based on product type (in thousands):


	Three Months Ended March 31,
Major Goods/Service Line		2023		2022
Ethanol sales and related products, net		$	—	$	169
Hydrocarbon revenue		397		63
Renewable natural gas commodity		130		—
Environmental attribute revenue		3,533		—
Total operating revenue		$	4,060	$	232

Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring its products. There is no variable consideration present in the Company’s performance obligations. Consideration for each transaction is based upon quoted market prices at the time of delivery.

The Company recorded limited revenues ~~are derived~~ from 2its development-scale ~~plants: (i) the South Hampton Facility and (ii)~~plant, the Luverne ~~Facility.~~Facility, during the three months ended March 31, 2023, and 2022. These revenues ~~are~~were promotional in nature and from customer contracts for ethanol sales and related products and hydrocarbon revenues, which ~~include~~included SAF, isooctene, and isooctane. These ~~are~~products were sold mostly on a free-on-board shipping point basis (recognized at a point in time), ~~are~~were independent transactions, do did not provide post-sale support or promises to deliver future goods, and ~~are~~were single performance obligations. Historically, grant revenues consisted of governmental and cooperative research grants, while other revenue includes consulting services and short-term leases for certain storage facilities at the Luverne Facility. For the quarters ended March 31, 2022 and 2021, there were no ~~variable revenues and as of March 31, 2022 and December 31, 2021, there were~~ no remaining unfulfilled or partially fulfilled performance obligations. The Company does not offer explicit or implicit price concessions, so it records the revenue and trade receivables at 100% of the transaction price. Since all amounts are provided and due in less than one year, the Company elects to not record a financing component.

3.Net ~~loss~~Loss Per Share

Basic net loss per share is calculated based on the weighted average number of common shares outstanding for the period. Diluted net loss per share is calculated based on the assumption that stock options and other dilutive securities outstanding, which have an exercise price less than the average market price of the Company's common shares during the period, would have been exercised on the later of the beginning of the period or the date granted, and that the funds obtained from the exercise were used to purchase common shares at the average market price during the period. None of the Company's stock options or other dilutive securities are considered to be dilutive in periods with net losses.

The effect of the Company’s dilutive securities is calculated using the treasury stock method and only those instruments that result in a reduction in net income per common share are included in the calculation. Diluted net loss per share ~~for the three months ended March 31, 2022 and 2021~~ excluded ~~1,751,170 and 220,099, respectively, of~~ common stock equivalents because the effect of their inclusion would be anti-dilutive or would decrease the reported net loss per share. Therefore 58,651 and 72,434 of dilutive common stock equivalents have been excluded for the three months ended March 31, 2023 and 2022, respectively, as the Company is in a net loss position. See Notes 14 and 18 for all outstanding options and warrants that were not included in the computation of diluted weighted average common shares outstanding, as the exercise price of the options and warrants exceeded the average price of the Company’s common stock during the reporting period, and therefore are anti-dilutive.

Basic and diluted net loss per share is calculated as follows (net loss in thousands):


	Three Months Ended March 31,
		2023		2022
Net loss		$	(17,618)	$	(15,673)
Basic weighted-average shares outstanding		237,260,681		201,925,747
Net loss per share - basic and diluted		$	(0.07)	$	(0.08)

910

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GEVO, INC.

Notes to Consolidated Financial Statements

(unaudited)

~~Basic and diluted net loss per share is calculated as follows (net loss in thousands):~~

Three Months Ended March 31,
2022 2021
Net loss $ (15,673) $ (10,057)
Basic and diluted weighted-average shares outstanding 201,925,747 183,566,524
Basic and diluted net loss per share $ (0.08) $ (0.05)

4.~~Prepaid and Other Current Assets~~

~~The following table sets forth the components of the Company’s prepaid and other current assets (in thousands):~~

March 31, 2022 December 31, 2021
Prepaid insurance $ 397 $ 805
Interest receivable 1,252 1,530
Exclusivity fees — 3,250
Prepaid engineering 2,275 409
Prepaid other 1,937 863
Total Prepaid and other current assets $ 5,861 $ 6,857

~~The $3.3 million of prepaid fees above are exclusivity fees and are reported in Deposits and other assets in the Consolidated Balance Sheets (Note 13) as of March 31, 2022.~~

5.Marketable Securities

The Company's investments in marketable securities are stated at fair value and are ~~available-for-sale.~~available for sale. The following table summarizes the Company's investments in marketable securities (in thousands): as of:

Available-for-Sale Securities at
March 31, 2022
Maturity Amortized Cost Basis Gross Unrealized Losses Fair Value
Short-term marketable securities
U.S. Treasury notes Within one year $ 188,665 $ (527) $ 188,138
U.S. Government-sponsored enterprise securities Within one year 78,375 (700) 77,675
Total short-term marketable securities $ 267,040 $ (1,227) $ 265,813
Long-term marketable securities
U.S Treasury notes Within two years $ 11,040 $ (72) $ 10,968
U.S. Government-sponsored enterprise securities Within two years 22,044 (288) 21,756
Total long-term marketable securities $ 33,084 $ (360) $ 32,724


	March 31, 2023
	Amortized Cost Basis		Gross Unrealized Losses		Fair Value
Marketable securities (current)
U.S. Treasury notes	$	11,005	$	(61)	$	10,944
U.S. Government-sponsored enterprise securities	22,007		(54)		21,953
Total marketable securities (current)	$	33,012	$	(115)	$	32,897

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~~GEVO, INC.~~

~~Notes to Consolidated Financial Statements~~

~~(unaudited)~~

Available-for-Sale Securities at
December 31, 2021
Maturity Amortized Cost Basis Gross Unrealized Losses Fair Value
Short-term marketable securities
U.S. Treasury notes Within one year $ 226,136 $ (344) $ 225,792
U.S. Government-sponsored enterprise securities Within one year 49,618 (70) 49,548
Total short-term marketable securities $ 275,754 $ (414) $ 275,340
Long-term marketable securities
U.S Treasury notes Within two years $ — $ — $ —
U.S. Government-sponsored enterprise securities Within two years 64,596 (200) 64,396
Total long-term marketable securities $ 64,596 $ (200) $ 64,396


	December 31, 2022
	Amortized Cost Basis		Gross Unrealized Losses		Fair Value
Marketable securities (current)
U.S. Treasury notes	$	56,418	$	(344)	$	56,074
U.S. Government-sponsored enterprise securities	112,030		(696)		111,334
Total marketable securities (current)	$	168,448	$	(1,040)	$	167,408

The cost of securities sold is based upon the specific identification method. Interest receivable related to the marketable securities of ~~$1.3~~$0.2 million was included within ~~prepaid~~"Prepaid expenses and other current ~~assets~~assets" on the ~~accompanying~~ Consolidated Balance Sheets as of March 31, ~~2022.~~2023.

Interest income from marketable securities totaled $0.6 million and $1.6 million ~~the three months ended March 31, 2022 (nil~~ for the three months ended March 31, ~~2021)~~2023 and 2022, respectively, and is included in ~~"Interest and dividend~~"Investment income" in the Consolidated Statements of Operations.

5.Restricted Cash

~~Future maturities~~Current and non-current restricted cash of $77.8 million consists of amounts held as collateral for letters of credit to provide financing support for development and construction of the ~~Company's marketable securities~~NW Iowa RNG and NZ1 projects and interest earned on restricted cash.

The Company entered into an irrevocable direct pay letter of credit (the "Bond Letter of Credit") with Citibank N.A ("Citibank") in April 2021 to support the 2021 Bonds (as defined below) for the development and construction of NW Iowa RNG. See Note 13, Debt, for additional information on the 2021 Bonds. The Bond Letter of Credit has a 0.5% annual fee and expires April 4, 2024 (unless terminated earlier). The Company deposited $71.2 million with Citibank as restricted cash to secure any amounts drawn under the Bond Letter of Credit. The Company is entitled to receive interest income on the restricted cash. As of March 31, 2023, no amounts have been drawn under the Bond Letter of Credit.

The proceeds from issuance of the 2021 Bonds recorded as restricted cash are ~~$207.0~~maintained by the Trustee (as defined below) under the Indenture (as defined below) and are released to the Company to pay costs of the construction of NW Iowa RNG. The Company has used all bond proceeds for the project as of March 31, 2023.

In September 2022, the Company entered into a Pledge and Assignment agreement with Citibank to provide credit support in the form of a letter of credit (the “Power Letter of Credit”) from Citibank to a local electric utility company in order to induce the utility company to design and construct the power transmission and distribution facilities that will serve NZ1. The Company deposited $6.6 million of restricted cash in ~~2022~~an account with Citibank to collateralize the Power Letter

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GEVO, INC.

Notes to Consolidated Financial Statements

(unaudited)

of Credit, which has a 0.3% annual fee and ~~$91.5 million in 2023.~~expires September 30, 2024 (unless terminated earlier). As of March 31, 2023, no amounts have been drawn under the Power Letter of Credit.

6.Prepaid Expenses and Other Current Assets

The following table sets forth the components of the Company’s prepaid expenses and other current assets (in thousands) as of:


	March 31, 2023		December 31, 2022
Prepaid insurance	$	1,744	$	911
Interest receivable	1,219		514
Prepaid feedstock	1,097		1,097
Prepaid other	925		512
Total prepaid expenses and other current assets	$	4,985	$	3,034

7.Leases, Right-of-Use Assets and Related Liabilities

The Company is party to an operating lease contract for the Company’s office and research facility in Englewood, Colorado, ~~that~~which expires in January 2029. The lease contains an option to extend the lease which management does not reasonably expect to exercise, so it is not included in the length of the term. The Company also has one production line piece of equipment with an operating lease that expires in 2024. As of March 31, 2022, right-of-use assets under operating leases totaling $2.2 million are included in "Operating right-of use assets," and related lease liabilities totaling $2.3 million ($0.4 million in current and $1.8 million in long-term) are included in the Consolidated Balance Sheets.

The Company ~~also~~ has 4four finance leases for land under arrangements related to NW Iowa RNG. Under these contracts, the Company leases land from dairy farmers on which it has built 3three anaerobic digesters, and related equipment and pipelines to condition raw biogas from cow manure provided by the farmers. The partially conditioned biogas ~~will be~~is transported from the 3three digester sites to a central gas upgrade system located at the fourth site that ~~will upgrade~~upgrades the biogas to ~~pipeline quality~~pipeline-quality RNG for sale. These leases expire at various dates between 2031 and 2050. Since the Company adopted the practical expedient, all amounts paid to the lessor under these arrangements for cow manure and non-lease services are classified as lease payments and are included in the calculation of the right-of-use assets and lease liabilities. This results in significantly higher right-of-use assets and lease liabilities than if the Company did ~~not~~ ~~elect this practical expedient. The Company also has one office equipment finance lease, which expires in 2025. As of March 31, 2022~~, right-of-use assets under finance leases totaling $26.9 million are included in "Finance right-of-use assets," and related lease liabilities totaling $21.4 million ($4.0 million in current and $17.4 million in long-term) are included in the Consolidated Balance Sheets.

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~~GEVO, INC.~~

~~Notes to Consolidated Financial Statements~~

~~(unaudited)~~

The following ~~table presents~~tables present the ~~(a) costs by lease category and (b)~~(i) other quantitative information ~~relating~~and (ii) future minimum payments under non-cancelable financing and operating leases as they relate to the Company’s leases (in ~~thousands)~~thousands, except for weighted averages):

Three Months Ended March 31,
2022 2021
Lease Cost

Finance lease cost:
Amortization of right-of-use assets (1) $ 464 $ —
Interest on lease liabilities (1) 262 11
Operating lease cost 139 61
Short-term lease cost 379 132
Variable lease cost (2) 115 39
Total lease cost $ 1,359 $ 243

~~(1)~~$0.6 million and $0.4 million of amortization and interest expense for the three months ended March 31, 2022 and 2021, respectively, were capitalized as part of construction in progress, for related finance lease liabilities of $23.0 million and $0.6 million, respectively. The accumulated capitalized amounts of $3.0 million are included in "Property, plant and equipment, net" in the Consolidated Balance Sheets as the related NW Iowa RNG facilities were still under construction on March 31, 2022. Since these leases include approximately 75% fuel supplies, when the RNG facilities reach 60% production (expected in the second or third quarter of 2022), these capitalized amounts will be moved to inventory, and as units are sold they will be expensed through cost of goods sold.

~~(2)~~Represents amounts incurred in excess of minimum payments, including payments for common area expenses under our office and research facility lease, and additional amounts due under our NW Iowa RNG leases based on the number of cows maintained by the owners above the minimum required by the contracts of the respective facilities.


		Three Months Ended March 31,					Three Months Ended March 31,
		2022		2021			2023		2022
Other Information	Other Information					Other Information
Cash paid for amounts included in the measurement of lease liabilities:	Cash paid for amounts included in the measurement of lease liabilities:					Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from finance leases	Operating cash flows from finance leases	$	16	$	6	Operating cash flows from finance leases	$	23	$	1
Operating cash flows from operating leases	Operating cash flows from operating leases	$	456	$	61	Operating cash flows from operating leases	$	74	$	287
Finance cash flows from finance leases	Finance cash flows from finance leases	$	34	$	7	Finance cash flows from finance leases	$	2	$	1
Right-of-use asset obtained in exchange for new finance lease liabilities		$	—	$	—
Right-of-use asset obtained in exchange for new operating lease liabilities		$	—	$	1,562

Weighted-average remaining lease term, finance lease (months)	Weighted-average remaining lease term, finance lease (months)	215		221		Weighted-average remaining lease term, finance lease (months)	308		314
Weighted-average remaining lease term, operating leases (months)	Weighted-average remaining lease term, operating leases (months)	71		94		Weighted-average remaining lease term, operating leases (months)	61		68
Weighted-average discount rate - finance leases (1)	Weighted-average discount rate - finance leases (1)	5%		13%		Weighted-average discount rate - finance leases (1)	12%		11%
Weighted-average discount rate - operating leases (1)	Weighted-average discount rate - operating leases (1)	5%		5%		Weighted-average discount rate - operating leases (1)	5%		5%

(1)Our leases do not provide an implicit interest rate; we calculate the lease liability at lease commencement as the present value of unpaid lease payments using our estimated incremental borrowing rate. The ~~discount~~incremental borrowing rate ~~used for operating~~represents the rate of interest that we would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term and ~~finance leases~~ is determined using a portfolio approach based on information available at the ~~Company's implicit borrowing rate ("IBR"). The Company estimated~~commencement date of the ~~IBR based on collateralized borrowings for similar terms and payments.~~lease.

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GEVO, INC.

Notes to Consolidated Financial Statements

(unaudited)

~~The table below shows the future minimum payments under non-cancelable financing and operating leases at March 31, 2022~~ (~~in thousands):~~


Year ending December 31,		Operating Leases		Finance Leases

2022 (remaining)		$	447	$	2,204
2023		528		1,713
Year Ending December 31,						Year Ending December 31,	Operating Leases		Finance Leases
2023 (remaining)						2023 (remaining)	$	454	$	30
2024	2024	305		1,729		2024	305		31
2025	2025	315		1,743		2025	315		25
2026	2026	324		1,781		2026	324		25
2027 and thereafter		706		22,130
2027						2027	334		25
2028 and thereafter						2028 and thereafter	373		571
Total	Total	2,625		31,300		Total	2,105		707
Less: Amounts representing present value discounts		371		9,868

Less: amounts representing present value discounts						Less: amounts representing present value discounts	(292)		(464)
Total lease liabilities	Total lease liabilities	2,254		21,432		Total lease liabilities	1,813		243
Less: current portion	Less: current portion	416		4,029		Less: current portion	(421)		(59)
Long-term portion		$	1,838	$	17,403
Non-current portion						Non-current portion	$	1,392	$	184

7.8.Inventories

The following table sets forth the components of the Company’s inventory balances (in thousands): as of:

March 31, 2022 December 31, 2021
Raw materials
Corn $ 223 $ 301
Enzymes and other inputs 108 183
Nutrients 2 3
Palladium 203 265
Finished goods
SAF, Isooctane and Isooctene 501 335
Isobutanol 181 223
Ethanol 82 96
Work in process
Agri-Energy 84 83
Gevo 51 —
Spare parts 1,300 1,262
Total inventories $ 2,735 $ 2,751


	March 31, 2023		December 31, 2022
Raw materials

Consumables	$	29	$	29
Catalyst	77		139
Finished goods
SAF, Isooctane, Isooctene and other	1,061		1,457
Isobutanol	124		124

Work in process

Environmental attributes, net of allowance of $2,122 and $2,378, respectively	2,656		4,193
Jet fuel	51		51
Spare parts	357		354
Total inventories	$	4,355	$	6,347

~~Work~~Environmental attributes represent distinguishable and material output from our NW Iowa RNG operations. The Company started allocating the cost of production to the sales value of RNG, credits from California's LCFS program and U.S. Environmental Protection Agency ("EPA") RIN credits. The value of the environmental attributes is reviewed for potential write-downs based on the net realizable value methodology.

During the three months ended March 31, 2023, the Company did not adjust its finished goods and work in process inventory, ~~includes unfinished SAF, isooctane and isooctene inventory.~~

excluding environmental attributes, to net realizable value. During the three months ended March 31, 2022, the Company adjusted its finished goods and work in process inventory to net realizable value and recorded a loss of $2.9 million ~~loss~~ in cost of ~~goods sold. There were no net realizable losses recorded during the~~ ~~three months ended March 31, 2021, as the Luverne Facility was temporarily shut down due to the COVID-19 pandemic.~~production.

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GEVO, INC.

Notes to Consolidated Financial Statements

(unaudited)

8.9.Property, Plant and Equipment

The following table sets forth the Company’s property, plant and equipment by classification (in thousands): as of:

Useful Life (in years) March 31, 2022 December 31, 2021
Luverne Facility retrofit asset 20 $ 70,820 $ 70,820
Plant machinery and equipment 10 17,949 17,949
Site improvements 10 7,157 7,157
Lab equipment, furniture and fixtures and vehicles 5 6,813 6,811
Demonstration plant 2 3,597 3,597
Buildings 10 2,543 2,543
Leasehold improvements, pilot plant, land and support equipment 2 to 7 2,841 2,802
Computer, office equipment and software 3 to 6 2,338 2,332
Construction in progress — 107,848 88,989
Total property, plant and equipment 221,906 203,000
Less accumulated depreciation and amortization (65,010) (63,859)
Property, plant and equipment, net $ 156,896 $ 139,141


	March 31, 2023		December 31, 2022
Land	$	6,452	$	6,452
Plant facilities and infrastructure			76,875		76,900
Machinery and equipment			88,002		87,248
Furniture and office equipment			2,990		2,977
Software			2,217		2,217
Construction in progress	82,780		72,717
Total property, plant and equipment			259,316		248,511
Less: accumulated depreciation and amortization			(75,454)		(71,639)
Property, plant and equipment, net			$	183,862	$	176,872

The Company recorded depreciation expenses of $4.2 million and ~~amortization expense related to property, plant~~$1.2 million for the three months ended March 31, 2023 and ~~equipment and intangible assets as follows (in thousands):~~

Three Months Ended March 31,
2022 2021
Depreciation:
Cost of goods sold $ 1,086 $ 1,088
Operating expenses 65 56
Patent amortization:
Cost of goods sold 5 5
Operating expenses 286 —
Total depreciation and amortization $ 1,442 $ 1,149
2022, respectively.

Construction in progress includes ~~$0.6~~$28.9 million for Gevo, ~~$13.1~~$11.4 million for the Agri-Energy ~~$67.4~~segment ("Agri-Energy") related to a fractionation and hydrocarbon skid, $1.6 million for NW Iowa RNG and ~~$26.8~~$40.9 million for ~~the Net-Zero 1 Project~~NZ1 at March 31, ~~2022.~~2023. Construction in progress includes ~~$0.4~~$25.9 million for Gevo, ~~$9.1~~$11.4 million for Agri-Energy, ~~$56.9~~$1.0 million for NW Iowa RNG and ~~$22.5~~$34.4 million for ~~Net-Zero 1 Project~~NZ1 at December 31, ~~2021.~~2022. Construction in progress is not subject to depreciation until the assets are placed into service. At March 31, 2023, construction in progress included accruals of $13.3 million.

Borrowing costs. Borrowing costs directly attributable to acquisition and construction of an asset are capitalized until it is completed and ready for its intended use, and thereafter are recognized in profit or loss for the ~~current~~ period. The Company did not capitalize interest expense during the three months ended March 31, 2023, and capitalized $0.5 million ~~and nil~~ of interest expense for the three months endedMarch 31, ~~2022, and March 31, 2021, respectively.~~2022.

9.10.Intangible Assets

~~Intangible~~Identifiable intangible assets consist of patents, which management evaluates to determine whether they (i) support current ~~products;~~products, (ii) support planned research and development, or (iii) prevent others from competing with Gevo's products.

The following tables set forth the Company’s intangible assets by classification (in thousands) as of:


	March 31, 2023
	Gross Carrying Amount		Accumulated Amortization		Identifiable Intangible Assets, net		Weighted-Average Useful Life (Years)
Patents	$	4,580	$	(1,184)	$	3,396	7.4
Defensive assets	4,900		(896)		4,004		8.4
Intangible assets	$	9,480	$	(2,080)	$	7,400	7.9

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GEVO, INC.

Notes to Consolidated Financial Statements

(unaudited)

~~The following table sets forth the Company’s identifiable intangible assets by classification (in thousands):~~

March 31, 2022
Gross Carrying Amount Accumulated Amortization Identifiable Intangible Assets, Net Weighted-Average Useful Life (Years)
Finite-lived intangible assets:
Patents $ 4,580 $ (516) $ 4,064 7.3
Defensive assets 4,900 (308) 4,592 8.4
Identifiable intangible assets $ 9,480 $ (824) $ 8,656 7.9


		December 31, 2021								December 31, 2022
		Gross Carrying Amount		Accumulated Amortization		Identifiable Intangible Assets, Net		Weighted-Average Useful Life (Years)		Gross Carrying Amount		Accumulated Amortization		Identifiable Intangible Assets, Net		Weighted-Average Useful Life (Years)
Finite-lived intangible assets:
Patents	Patents	$	4,575	$	(368)	$	4,207	7.3	Patents	$	4,580	$	(1,039)	$	3,541	7.4
Defensive assets	Defensive assets	4,895		(164)		4,731		8.4	Defensive assets	4,900		(750)		4,150		8.4
Identifiable intangible assets		$	9,470	$	(532)	$	8,938	7.9
Intangible assets									Intangible assets	$	9,480	$	(1,789)	$	7,691	7.9

The Company recorded amortization expense of $0.3 million for each of the three months ended March 31, 2023 and 2022.

The following table details the estimated amortization of ~~identifiable~~ intangible assets as ofMarch 31, ~~2022~~ (in2023 (in thousands):

Year ending December 31, Patents Defensive Assets Total
2022 (remaining) $ 452 $ 442 $ 894
2023 599 586 1,185
2024 601 588 1,189
2025 599 586 1,185
2026 585 586 1,171
2027 and thereafter 1,228 1,804 3,032
Total $ 4,064 $ 4,592 $ 8,656

~~See Note 8 for the amortization of intangible assets for the three months endedMarch 31, 2022and March 31, 2021~~.


Year Ending December 31,	Patents		Defensive Assets		Total
2023 (remaining)	$	437	$	439	$	876
2024	582		586		1,168
2025	582		586		1,168
2026	582		586		1,168
2027	582		586		1,168
2028 and thereafter	631		1,221		1,852
Total intangible assets	$	3,396	$	4,004	$	7,400

~~10.~~11.~~Warrants~~Deposits and Other Assets

~~On February 17, 2022, the Series K warrants expired with 7,126 unexercised warrants.~~

The following table sets forth ~~information pertaining~~the components of the Company's deposits and other assets (in thousands) as of:


	March 31, 2023		December 31, 2022
Deposits (1)	$	276	$	276
Prepaid feedstock (2)	1,175		934
Equity interest (3)	1,500		1,500
Exclusivity fees (4)	2,522		2,522
Deposits receivable (5)	18,961		8,302
Other assets, net (6)	8,353		8,460
Total deposits and other assets	$	32,787	$	21,994

(1)Deposits for legal services and products for NZ1.

(2)Prepaid feedstock fees, non-current, for the production of RNG.

(3)The Company directly holds a 4.6% interest in the Series A Preferred Stock of Zero6 Clean Energy Assets, Inc. ("Zero6"), formerly Juhl Clean Energy Assets, Inc., which is not a publicly listed entity with a readily determinable fair value. The Company therefore measures the securities at cost, which is deemed to ~~shares issued upon~~be the ~~exercise~~value indicated by the last observable transaction in Zero6's stock, subject to impairment. The equity interest in Zero6 is also pledged as collateral against two future obligations to Rock County Wind Fuel, LLC ("RCWF"), a Zero6 subsidiary, see Note 16, Commitments and Contingencies, for additional information.

(4)Axens will provide certain alcohol-to-SAF technologies and services exclusively provided to the Company which may be offset against future license fees subject to the delivery of ~~warrants:~~

Issuance Date Expiration Date Exercise Price as of March 31, 2022 Shares Underlying Warrants on Issuance Date Shares Issued upon Warrant Exercises as of March 31, 2022 Shares Underlying Warrants Outstanding as of March 31, 2022
Series 2020-A Warrants (1) 7/6/2020 7/6/2025 $ 0.60 30,000,000 29,914,069 85,931

~~(1) The Series 2020-A Warrants are equity-classified warrants.~~

a process design package.

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GEVO, INC.

Notes to Consolidated Financial Statements

(unaudited)

~~During~~(5)Deposits provided to a developer of certain wind-farm projects and power utility contractor to induce the ~~three months ended March 31, 2022~~, ~~common stock was issued~~contractor to design and construct the power generation, transmission and distribution facilities that will serve NZ1, $5.5 million of which will be either reimbursed or used as ~~a result~~an investment into wind generation facility and the remaining $13.5 million is expected to be fully reimbursed upon completion of the ~~exercise~~project. Gevo has contractual priority liens against the equipment and constructed facilities under the contracts.

(6)Payments which were allocated to the non-lease fuel supply, primarily related to sand separation systems, to support NW Iowa RNG fuel supply agreements prior to commencement of ~~warrants as shown below (dollars in thousands):~~operations, being amortized over the life of the project.

Common Stock Issued Proceeds
Series 2020-A Warrants 4,677 $ 3

~~11.~~12.Accounts Payable and Accrued Liabilities

The following table sets forth the components of the Company's accounts payable and accrued liabilities in the Consolidated Balance Sheets (in thousands): as of:

March 31, 2022 December 31, 2021
Accounts payable - trade $ 1,399 $ 4,868
NW Iowa RNG accrued project costs 2,902 11,000
Accrued employee compensation 3,294 4,678
Net-Zero 1 accrued project costs 2,778 5,010
Other accrued liabilities 3,037 2,732
Total accounts payable and accrued liabilities $ 13,410 $ 28,288


	March 31, 2023		December 31, 2022
Accounts payable	$	3,858	$	5,009
Accrued liabilities	16,193		12,594
Accrued payroll and related benefits	4,505		5,105
Accrued sales and use tax	375		2,052
Total accounts payable and accrued liabilities	$	24,931	$	24,760

~~12.~~13.Debt

2021 Bond Issuance

On April 15, 2021, on behalf of Gevo NW Iowa RNG, LLC, the Iowa Finance Authority ~~("the~~(the "Authority") issued $68,155,000 of its non-recourse Solid Waste Facility Revenue Bonds (Gevo NW Iowa RNG, LLC Renewable Natural Gas Project), Series 2021 (Green Bonds) (the "2021 Bonds") for NW Iowa RNG. The bond proceeds ~~are being~~were used as a source of construction financing alongside equity from the Company. The ~~bonds~~2021 Bonds were issued under a Trust Indenture dated ~~as of~~ April 1, 2021 (the "Indenture") between the Authority and Citibank, N.A. as trustee (the "Trustee"). The 2021 Bonds mature April 1, 2042. ~~They initially~~The bonds bear interest at ~~1.50%~~1.5% per annum during the Initial Term Rate Period (as defined in the Indenture), payable semi-annually on January 1 and July 1 of each year. The ~~bonds~~effective interest rate is 1.0%. The 2021 Bonds are supported by athe $71.2 million ~~irrevocable direct pay letter~~Bond Letter of ~~credit (the "Letter of Credit"), which expires April 4, 2024 (unless terminated earlier), and was issued by Citibank, N.A.~~Credit; see Note 5, Restricted Cash. The Trustee ~~will~~can draw sufficient amounts on the Bond Letter of Credit to pay the principal and interest until the first mandatory tender date of April 1, 2024. The ~~bonds are~~2021 Bonds became callable and re-marketable on ~~or after~~ October 1, 2022. If the ~~bonds~~2021 Bonds have not been called and re-marketed by the first mandatory tender date, the Trustee may draw on the Bond Letter of Credit to repay the ~~bonds~~2021 Bonds in their entirety at the purchase price. ~~Gevo deposited $71.2 million with Citibank, N.A. as restricted cash to secure any amounts drawn under the Letter of Credit.~~ As of March 31, ~~2022,~~2023, no amounts have been drawn under the ~~Letter of Credit.~~

Gevo anticipates re-marketing the 2021 Bonds in the fall of 2022 under revised terms that will include a long-term maturity date and be non-recourse to Gevo. Upon a successful remarketing, Gevo anticipates that the Letter of Credit, the associated reimbursement agreement and the associated pledge of cash will be terminated, with a concurrent release of the restricted cash securing theBond Letter of Credit.

The 2021 Bonds were issued at a premium of $0.8 million and debt issuance costs were $3.0 million. The bond debt is classified as ~~long-term~~non-current debt and is presented net of the premium and issuance costs, which are being amortized over the life of the ~~bonds~~2021 Bonds using the interest method. As of March 31, 2023 and December 31, 2022, the premium balance and the debt issuance cost net of amortization were ~~$0.6~~$0.3 million, $0.4 million, $1.0 million, and ~~$2.1~~$1.3 million, respectively.

~~Restricted cash and cash equivalents~~. The Company’s restricted cash and restricted cash equivalents consists of unused proceeds from the issuance of the 2021 Bonds, and are restricted for the purpose of constructing NW Iowa RNG projects as well as amounts pledged and assigned to Citibank, N.A. in its capacity as provider of the Letter of Credit as collateral for the reimbursement obligations of Gevo.

~~Table of Contents~~

~~GEVO, INC.~~

~~Notes to Consolidated Financial Statements~~

~~(unaudited)~~

The proceeds from issuance of the 2021 Bonds are maintained by the Trustee under the Indenture and are released to the Company only to pay costs of the construction of NW Iowa RNG. The Company has used $53.0 million for the project. As of March 31, 2022, unused bond proceeds of $15.2 million are included in restricted cash classified as current since the proceeds will be distributed within 12 months. We expect all construction invoices will be received and paid, and the remaining unused bond proceeds will be released to reimburse Gevo by the end of the second quarter of 2022.

~~As ofMarch 31, 2022~~, ~~$71.2 million is held in restricted cash as collateral for the Letter of Credit. The Company is entitled to receive interest income on the restricted cash.~~

~~The restricted cash held by the Trustee is made up of the following (in thousands). Numbers are stated since inception and as of March 31, 2022:~~


	~~March 31, 2022~~

~~Bond proceeds~~	$	~~68,995~~
~~Disbursement of funds~~	~~(53,085)~~
~~Interest paid on bonds~~	~~(727)~~
~~Interest income~~	11

~~Total restricted cash held by Trustee~~	~~15,194~~
~~Total restricted cash for collateral~~	~~71,260~~

~~Total restricted cash and restricted cash equivalents~~	~~86,454~~
~~Current portion~~	~~(16,216)~~

~~Total restricted cash held by Trustee~~	$	~~70,238~~

Loans Payable ~~- Other~~

~~The equipment loans are secured by the related equipment.~~

In April 2020, the Company and Agri-Energy each entered into a loan agreement with Live Oak Banking Company, pursuant to which the Company and Agri-Energy obtained loans from the Small Business Administration's Paycheck Protection Program (“SBA PPP”) totaling $1.0 million in the aggregate (the "SBA Loans").

OnIn April ~~15,~~ 2021, ~~the Small Business Administration forgave~~ the entire balance of $0.5 million of the Company's and $0.1 million of Agri-Energy's loans and accrued interest obtained through the SBA ~~PPP.~~PPP were forgiven. The remaining SBA Loan for Agri-Energy totals ~~$0.3~~$0.2 million, bears interest at 1.0% per annum and matures in April 2025. Monthly payments of $8,230, including interest, began on June 5, 2021, and are payable through April 2025.

~~The summary of the 2021 Bonds and Loans payable - other are as follows (in thousands):~~

Interest Rate Maturity Date March 31, 2022 December 31, 2021
2021 Bonds 1.5% January 2042 $ 66,669 $ 66,486
SBA Loans 1.0% April 2025 296 320
Equipment 4% to 5% February 2022 to December 2024 70 156
Total loans payable - other 67,035 66,962
Less current portion (89) (158)
Long-term portion $ 66,946 $ 66,804

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GEVO, INC.

Notes to Consolidated Financial Statements

(unaudited)

The summary of the Company's debt is as follows (in thousands) as of:


	Interest Rate			Maturity Date			March 31, 2023		December 31, 2022
2021 Bonds, net	1.5%			April 2042			$	67,408	$	67,223
SBA Loans	1.0%			April 2025			200		224
Equipment	4%	to	5%	December 2023	to	December 2024	78		94
Total debt							67,686		67,541
Less: current portion							(152)		(159)
Non-current portion							$	67,534	$	67,382

Future ~~principal~~ payments for the Company's ~~long-term~~ debt are as follows (in thousands):

Year Ending December 31,
2022 (remaining) $ 48
2023 159
2024 66,799
2025 29
2026 —
$ 67,035

~~13.Deposits and Other Assets~~

~~Deposits and other assets include the following:~~

March 31, 2022 December 31, 2021
Deposits (1) $ 881 $ 831
Investment in Juhl (2) 1,500 1,500
Exclusivity fees (3) 3,250 —
Total Deposits and Other Assets $ 5,631 $ 2,331

~~(1) Deposits for legal services and for product for Net-Zero 1.~~

~~(2) Investment in Juhl's future wind farms.~~

~~(3) Axens North America, Inc. ("Axens") will provide certain alcohol-to-SAF services exclusively to the Company which may be offset against future license fees.~~


Year Ending December 31,	Total Debt
2023 (remaining)	$	120
2024	67,537
2025	29
Total debt	$	67,686

14.Stock-Based Compensation

Equity incentive plans. In February 2011, the Company’s stockholders approved the Gevo, Inc. 2010 Stock Incentive Plan (as amended and restated to date, the "2010 Plan"), and the Employee Stock Purchase Plan (the "ESPP").

The 2010 Plan ~~provided~~provides for the grant of non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock awards, restricted stock units and other equity awards to employees and directors of the Company. OnIn June 9, 2021, ~~with~~upon approval of the stockholders at the 2021 Annual Meeting of Stockholders, the 2010 Plan was amended and restated, which increased the number of shares of common stock reserved for issuance under the 2010 Plan to ~~a total of 22,980,074.~~22,980,074 shares. At March 31, ~~2022, 7,717,026~~2023, 4,109,441 shares ~~remained~~were available for ~~awards~~future issuance under the 2010 Plan.

~~Restricted common stock and non-qualified stock option activity during the three months ended March 31, 2022,consisted of the following:~~

Period
Total Number of Restricted Shares Issued

Total Number of Non-qualified Stock Options Granted Vesting Periods Years
January 1, 2022 to March 31, 2022 (340,502) (1) — N/A
Total (340,502) —

~~(1)Includes shares of common stock cancelled related to the unvested restricted stock awards.~~

~~ESPP~~. The offering periods for the ESPP are from January 1 to June 30 and from July 1 to December 31 of each calendar year. The Company has reserved 190 shares of common stock for issuance under the ESPP, of which 190 shares as of March 31, 2022, are available for future issuance. The purchase price of the common stock under the ESPP is 85% of

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~~GEVO, INC.~~

~~Notes to Consolidated Financial Statements~~

~~(unaudited)~~

~~the lower of the fair market value of a share of common stock on the first or last day of the purchase period. There were~~ no ~~purchases of common stock under the ESPP during the three months ended March 31, 2022or 2021~~.

Stock-based compensation expense. The Company records stock-based compensation expense during the requisite service period for share-based payment awards granted to employees and non-employees.

Our stock-based compensation is classified as either an equity award or a liability award in accordance with generally accepted accounting principles. The fair value of an equity-classified award is determined at the grant date and is amortized on a straight-line basis over the vesting life of the award. The fair-value of a liability-classified award is determined on a quarterly basis through the final vesting date and is amortized based on the current fair value of the award and the percentage of vesting period incurred to date.

The following table sets forth the Company’s stock-based compensation expense for the periods indicated (in thousands):

Three Months Ended March 31,
2022 2021
Equity Classified Awards
Stock options
Cost of goods sold $ 85 $ —
Research and development 51 —
Selling, general and administrative 1,444 —
Preliminary stage projects 5 0
Other 94 0
Restricted stock
Cost of goods sold 108 —
Research and development 58 125
Selling, general and administrative 2,050 437
Preliminary stage projects 11 0
Other 138 0
Total equity classified awards 4,044 562
Liability Classified Awards
Restricted stock
Selling, general and administrative 193 —
Stock appreciation rights
Research and development — 348
Selling, general and administrative 21 15
Total liability classified awards 214 363
Total stock-based compensation $ 4,258 $ 925


	Three Months Ended March 31,
		2023		2022
Equity Classified Awards
Cost of production		$	18	$	193
General and administrative		3,923		3,494
Other		736		357
Total equity classified awards		4,677		4,044





Liability Classified Awards
General and administrative		—		214

Total liability classified awards		—		214
Total stock-based compensation		$	4,677	$	4,258

1917

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GEVO, INC.

Notes to Consolidated Financial Statements

(unaudited)

Stock option award activity. Stock option activity under the Company’s stock incentive plans and changes during the three months ended March 31, ~~2022,~~2023, were as follows:


		Number of Options	Weighted-Average Exercise Price (1)		Weighted-Average Remaining Contractual Term (years)	Aggregate Intrinsic Value			Number of Options	Weighted-Average Exercise Price (1)		Weighted-Average Remaining Contractual Term (years)	Aggregate Intrinsic Value

Options outstanding at December 31, 2021		4,739,940	$	5.14	9.6	$	—
Options outstanding at December 31, 2022								Options outstanding at December 31, 2022	5,945,321	$	4.65	9.6	$	—
Granted	Granted	—	0					Granted	55,918	$	2.12		$	—
Canceled or forfeited	Canceled or forfeited	(174,187)	$	5.63				Canceled or forfeited	(26,173)	$	8.04		$	—
Exercised	Exercised	—	0					Exercised	—	$	—		$	—

Options outstanding at March 31, 2022		4,565,753	$	5.12	9.4	$	—

Options exercisable at March 31, 2022		1,520	$	427.69	4.4	$	—

Options outstanding at March 31, 2023								Options outstanding at March 31, 2023	5,975,066	$	4.62	9.1	$	—
Options vested and expected to vest at March 31, 2023								Options vested and expected to vest at March 31, 2023	1,492,796	$	5.26	0.5	$	—

(1)Exercise price of options outstanding range from $4$2.12 to ~~$99,300~~$11,160 as of March 31, ~~2022~~2023. The higher end of the range is ~~related~~due to ~~historical~~the impact of several reverse stock ~~reverse splits.~~splits during the years 2015 to 2018, subsequent to certain option grants, and relates to awards that expire during 2023.

No ~~stock options vested during the three months ended March 31, 2022~~. As of March 31, ~~2022~~2023, the total unrecognized compensation expense, net of estimated forfeitures, relating to stock options was ~~$16.6~~$11.6 million, which is expected to be recognized over the remaining weighted-average period of approximately ~~3.6~~1.9 years.

Restricted stock. Non-vested restricted stock awards and the changes during the three months ended March 31, ~~2022,~~ 2023, were as follows:

Number of Shares
Weighted-Average Grant-Date Fair Value
Outstanding at December 31, 2021 7,094,785 $ 3.93
Granted — $ —
Exercised (165,870) $ 1.09
Canceled or forfeited (174,268) $ 4.53
Vested (364) $ 2.30
Non-vested at March 31, 2022 6,754,283 $ 4.01


	Number of Shares	Weighted-Average Grant-Date Fair Value
Outstanding at December 31, 2022	5,254,457	$	3.94
Granted	89,334	$	1.89
Vested and issued	—	$	—
Canceled or forfeited	(7,295)	$	3.39

Non-vested at March 31, 2023	5,336,496	$	3.91

~~The total fair value of restricted stock that vested during the three months ended March 31, 2022,~~
~~was nil.~~

As of March 31, ~~2022~~, 2023, the total unrecognized compensation expense, net of estimated forfeitures, relating to restricted stock awards was ~~$19.4~~$14.3 million, which is expected to be recognized over the remaining weighted-average period of approximately ~~2.9~~1.8 years. As of March 31, ~~2022~~, ~~we had recorded a liability of $1.0 million for earned and unvested~~2023, there are no liability-classified restricted stock ~~awards based on the fair value of our common stock as of March 31, 2022~~.awards.

15.Income Taxes

The Company has incurred operating losses since ~~inception,~~inception; therefore no provision for income taxes was recorded and all related deferred tax assets are fully ~~reserved for.~~reserved. We continue to assess the impact of a deferred tax asset as it relates to income taxes.

16.Commitments and Contingencies

Legal ~~matters~~Matters. From time to time, the Company has been, and may again become, involved in legal proceedings arising in the ordinary course of its business. The Company is not presently a party to any litigation and is not aware of any

~~Table of Contents~~

~~GEVO, INC.~~

~~Notes to Consolidated Financial Statements~~

~~(unaudited)~~

pending or threatened litigation against the Company that it believes could have a material adverse effect on its business, operating results, financial condition or cash flows.

Table of Contents

GEVO, INC.

Notes to Consolidated Financial Statements

(unaudited)

Indemnifications. In the ordinary course of its business, the Company makes certain indemnities under which it may be required to make payments in relation to certain transactions. As of March 31, ~~2022~~2023, the Company did not have any liabilities associated with indemnities.

In addition, the Company ~~as permitted under Delaware law and in accordance with its amended and restated certificate of incorporation and second amended and restated bylaws, in each case, as amended to date,~~ indemnifies its officers and directors for certain events or occurrences, subject to certain ~~limits, while the officer or director is or was serving at the Company’s request in such capacity.~~limitations. The duration of these indemnifications, commitments, and guarantees varies and, in certain cases, is indefinite. The maximum amount of potential future indemnification is unlimited; however, the Company has a director and officer insurance policy that may enable it to recover a portion of any future amounts paid. The Company accrues ~~for~~ losses for any known contingent liability, including those that may arise from indemnification provisions, when future payment is probable. No such losses have been recorded to date.

Environmental ~~liabilities~~Liabilities. The Company’s operations are subject to environmental laws and regulations adopted by various governmental authorities in the jurisdictions in which it operates. These laws require the Company to investigate and remediate the effects of the release or disposal of materials at its locations. Accordingly, the Company has adopted policies, practices and procedures in the areas of pollution control, occupational health and the production, handling, storage and use of hazardous materials to prevent material environmental or other damage, and to limit the financial liability which could result from such events. Environmental liabilities are recorded when the Company’s liability is probable, and the costs can be reasonably estimated. No environmental liabilities have been recorded as of March 31, ~~2022.~~2023.

~~In February 2022, an incident occurred at one of~~Fuel Supply Commitment. The Company has three long-term fuel supply contracts to source feedstock for the anaerobic digesters ~~that is part of~~at the NW Iowa RNG ~~that resulted~~project. These contracts provide an annual amount of feedstock to be used in the ~~accidental discharge~~production of a mixture of water and manure into the environment. We promptly notified the Iowa Department of Natural Resources (the "DNR") and began mitigation work to minimize the impact of the discharge. The DNR has issued a notice of violation in connection with the discharge.RNG.

Praj Commitment. In ~~April 2022, two separate incidents occurred at two~~June 2021 the Company contracted with a manufacturer in India to build a fractionation and hydrocarbon skid for $10.2 million. The remaining commitment for the contract is $3.6 million as of the anaerobic digesters that are part of NW Iowa RNG that resulted in the accidental discharge of very small amounts of water and manure into the environment. The DNR has issued notices of violation in connection with the two discharges.March 31, 2023.

~~There is~~Zero6 Commitments. In September 2022, the Company entered into a ~~possibility that~~development agreement with Zero6 to construct and operate a wind project for the ~~DNR will initiate an enforcement action with respect~~provision of electric energy for NZ1. Pursuant to the ~~discharges described above that could result in a monetary sanction being levied against Gevo~~agreement, the Company has committed to pay Zero6 total development charges of $8.6 million, comprised of advanced development fee payments of $0.9 million, certain reimbursable costs of $1.2 million, and $6.5 million upon completion of the project. The Company is not contractually obligated for the ~~accidental discharges. We do not believe that any such monetary sanctions would be material to~~specified development charges until certain milestones are met in future periods, and upon completion of the ~~Company.~~project.

Additionally, the Company's investment in Zero6, see Note 11 above, is pledged separately as collateral for two commitments for the purchase of wind electricity for the Luverne Facility, as well as the purchase of 100% of RCWF's renewable energy credits. Gevo has a commitment to purchase all of RCWF's electricity. The portion not used by the Luverne Facility is charged to the Company at a lower price.

The estimated commitments as of March 31, 2023, and thereafter are shown below (in thousands):


	December 31,												Total
	2023 (remaining)		2024		2025		2026		2027		2028 and thereafter
Fuel Supply Payments	$	2,309	$	2,408	$	1,702	$	1,718	$	1,736	$	28,263	$	38,136
Zero6 Commitment	222		322		6,747		—		—		—		7,291
Praj Commitment	3,600		—		—		—		—		—		3,600
Renewable Energy Credits	114		152		152		152		152		1,877		2,599
Electricity Above Use (Est.)	234		321		332		345		357		5,498		7,087
Total	$	6,479	$	3,203	$	8,933	$	2,215	$	2,245	$	35,638	$	58,713

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GEVO, INC.

Notes to Consolidated Financial Statements

(unaudited)

17.Fair Value Measurements

Accounting standards define fair value, outline a framework for measuring fair value, and detail the required disclosures about fair value measurements. Under these standards, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or most advantageous market. Standards establish a hierarchy in determining the fair market value of an asset or liability. The fair value hierarchy has three levels of inputs, both observable and unobservable. Standards require the utilization of the highest possible level of input to determine fair value.

Level 1 – inputs include quoted market prices in an active market for identical assets or liabilities.

Level 2 – inputs are market data, other than Level 1, that are observable either directly or indirectly. Level 2 inputs include quoted market prices for similar assets or liabilities, quoted market prices in an inactive market, and other observable information that can be corroborated by market data.

Level 3 – inputs are unobservable and corroborated by little or no market data.

~~Table of Contents~~

~~GEVO, INC.~~

~~Notes to Consolidated Financial Statements~~

~~(unaudited)~~

The carrying value and fair value, by fair value hierarchy, of the Company's financial instruments at March 31, ~~2022,~~2023, and December 31, ~~2021, respectively,~~2022 are as follows (in thousands):

Fair Value Measurements at March 31, 2022
Fair Value at March 31, 2022 Quoted Prices in
Active Markets for
Identical Assets
(Level 1) Significant Other
Observable Inputs
(Level 2) Significant
Unobservable
Inputs
(Level 3)
Recurring
Marketable securities
U.S. Treasury notes $ 199,106 $ 199,106 $ — $ —
U.S. Government-sponsored enterprise securities 99,431 99,431 — —

Other
Liability-classified restricted stock awards 894 894 — —
Total recurring $ 299,431 $ 299,431 $ — $ —


			Fair Value Measurements at March 31, 2023
	Fair Value at March 31, 2023		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash and cash equivalents (1)	$	342,283	$	342,283	$	—	$	—
Marketable securities	$	32,897	$	32,897	$	—	$	—

Fair Value Measurements at December 31, 2021
Fair Value at December 31, 2021 Quoted Prices in
Active Markets for
Identical Assets
(Level 1) Significant Other
Observable Inputs
(Level 2) Significant
Unobservable
Inputs
(Level 3)
Recurring
Marketable securities
U.S. Treasury notes $ 225,792 $ 225,792 $ — $ —
U.S. Government-sponsored enterprise securities 113,944 113,944 — —
Other
Liability-classified restricted stock awards 702 702 — —
Total recurring $ 340,438 $ 340,438 $ — $ —


			Fair Value Measurements at December 31, 2022
	Fair Value at December 31, 2022		Quoted Prices in Active Markets for Identical Assets (Level 1)				Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash and cash equivalents (1)	$	237,125	$	237,125	$	—	$	—	$	—
Marketable securities	$	167,408	$	167,408			$	—	$	—

~~There were~~

(1)no ~~transfers to or from Level 3~~Cash and cash equivalents includes $317.3 million and $200.7 million invested in ~~the three months ended~~J.P Morgan U.S. government money market funds as of March 31, ~~2022.~~2023 and December 31, 2022, respectively.

The Company had no transfers of assets or liabilities between fair value hierarchy levels between December 31, 2022, and March 31, 2023.

For the 2021 Bonds, the fair values are estimated using the Black-Derman-Toy interest rate lattice framework. The effective maturity of the 2021 Bonds was assumed to be April 1, 2024 (three years from issuance) with repayment of 100% of principal on that date. The impact of the Company's optional redemption feature, effective October 1, 2022, is appropriately captured by the Black-Derman-Toy interest rate lattice. The carrying values and estimated fair values of the 2021 ~~bonds~~Bonds as of March 31, ~~2022,~~2023, are summarized as ~~follows:~~follows (in thousands):

March 31, 2022
Carrying Value Estimated Fair Value
2021 Bonds $ 68,155 $ 66,657

~~The Company has~~ ~~not~~ ~~elected the fair value option for any of its instruments.~~

2220

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GEVO, INC.

Notes to Consolidated Financial Statements

(unaudited)


	Carrying Value		Estimated Fair Value

2021 Bonds	$	67,408	$	65,334

18.~~Segments~~Stockholders' Equity

Share Issuances

In February 2018, the Company commenced an at-the-market offering program, which allows it to sell and issue shares of its common stock from time to time. In 2021, the at-the-market offering program was amended to provide a total capacity of $500.0 million. As of March 31, 2023, the Company has remaining capacity to issue up to approximately $360.6 million of common stock under the at-the-market offering program.

On June 8, 2022, the Company completed a registered direct offering ("the June 2022 Offering") of an aggregate of 33,333,336 shares of the Company’s common stock at a price of $4.50 per share, accompanied by Series 2022-A warrants to purchase an aggregate of 33,333,336 shares of the Company’s common stock (each, a “Series 2022-A Warrant”) pursuant to a securities purchase agreement with certain institutional and accredited investors. The Series 2022-A Warrants are exercisable for a term of five years from the date of issuance at an exercise price of $4.37 per share. As of March 31, 2023, none of the Series 2022-A Warrants had been exercised.

The net proceeds to the Company from the June 2022 Offering were $139.2 million, after deducting placement agent's fees, advisory fees and other offering expenses payable by the Company, and assuming none of the Series 2022-A Warrants issued in the June 2022 Offering are exercised for cash. The Company intends to use the net proceeds from the June 2022 Offering to fund capital projects, working capital and for general corporate purposes.

Warrants

In addition to the Series 2022-A Warrants, the Company has warrants outstanding that were issued in conjunction with a registered direct offering in August 2020 (the “Series 2020-A Warrants”). The Company evaluated the Series 2022-A Warrants and Series 2020-A Warrants for liability or equity classification and determined that equity treatment was appropriate because both the Series 2022-A Warrants and Series 2020-A Warrants do not meet the definition of liability instruments.

The Series 2022-A Warrants and Series 2020-A Warrants are classified as a component of permanent equity because they are freestanding financial instruments that are legally detachable and separately exercisable from the shares of common stock with which they were issued, are immediately exercisable and will expire five years from the date of issuance, do not embody an obligation for the Company to repurchase its shares, and permit the holders to receive a fixed number of shares of common stock upon exercise. In addition, the Series 2022-A Warrants and Series 2020-A Warrants do not provide any guarantee of value or return. The Company valued the Series 2022-A Warrants and Series 2020-A Warrants at issuance using the Black-Scholes option pricing model. The fair value at the issuance date of the Series 2022-A Warrants was $92.9 million with the key inputs to the valuation model including a weighted average volatility of 151.1%, a risk-free rate of 2.86% and an expected term of five years. The fair value at the issuance date of the Series 2020-A Warrants was $8.3 million with the key inputs to the valuation model including a weighted average volatility of 130%, a risk-free rate of 0.30% and an expected term of five years.

While the Company believes that its valuation methods are appropriate and consistent with other market participants, it recognizes that the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.

On February 17, 2022, the remaining Series K warrants expired with 7,126 unexercised warrants.

Table of Contents

GEVO, INC.

Notes to Consolidated Financial Statements

(unaudited)

The following table sets forth information pertaining to shares issued upon the exercise of warrants:


	Issuance Date	Expiration Date	Exercise Price as of March 31, 2023		Shares Underlying Warrants on Issuance Date	Shares Issued upon Warrant Exercises as of March 31, 2023	Shares Underlying Warrants Outstanding as of March 31, 2023
Series 2020-A Warrants (1)	7/6/2020	7/6/2025	$	0.60	30,000,000	29,914,069	85,931
Series 2022-A Warrants (1)	6/8/2022	6/7/2027	$	4.37	33,333,336	—	33,333,336
Total Warrants					63,333,336	29,914,069	33,419,267

(1)Equity-classified warrants.

During the three months ended March 31, 2023, no warrants were exercised.

19.Segments

Operating segments are defined as components of an entity for which discrete financial information is available that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The ~~Company's chief~~Company’s Chief Executive Officer is the CODM. The CODM reviews financial information presented on a consolidated basis for purposes of making operating ~~decision maker is provided with~~decisions, allocating resources, and reviews a monthly executive package which separately identifies its business segments based on the nature of the products and services offered through each of its consolidated legal entities. In January 2021, the Company began to separately identify the Renewable Natural Gas Segment in the monthly executive package.evaluating financial performance. As such, management has determined that the Company has ~~determined that it ha~~organized its operations and activities into~~s 3 operati~~ three reportable ng segments: (i) Gevo segment; (ii) Agri-Energy segment; and (iii) Renewable Natural Gas segment. Transactions between segments are eliminated in consolidation.

Gevo segment. The Gevo segment is responsible for all research and development activities related to transforming renewable energy into energy-dense liquid hydrocarbons that can be used as renewable fuels, such as SAF, with the ~~future production of SAF,~~potential to achieve a “net-zero” greenhouse gas ("GHG") footprint; commercial opportunities for other renewable hydrocarbon products, such as hydrocarbons for gasoline blendstocks and diesel fuel; ingredients for the chemical industry, such as ethylene and butenes; plastics and materials; and other chemicals. The Gevo segment also develops, maintains and protects its intellectual property portfolio, provides corporate oversight services, and is responsible for development and construction of our Net-Zero ~~projects.~~Projects.

Agri-Energy segment. The Agri-Energy segment is currently responsible for the operation of the Company’s Luverne Facility and the development and optimization of the production of isobutanol, ethanol and related products.

Renewable ~~natural gas~~Natural Gas segment. The Renewable Natural Gas segment produces ~~low-carbon~~pipeline quality methane gas captured from ~~manure for the production of RNG.~~dairy cow manure.

2322

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GEVO, INC.

Notes to Consolidated Financial Statements

(unaudited)

Three Months Ended March 31,
2022 2021
Revenues:
Gevo $ 63 $ 13
Agri-Energy 169 80
Renewable Natural Gas — —
Consolidated $ 232 $ 93
Loss from operations:
Gevo $ (12,124) $ (7,763)
Agri-Energy (3,808) (2,047)
Renewable Natural Gas (23) (68)
Consolidated $ (15,955) $ (9,878)
Acquisitions of patents, plant, property and equipment:
Gevo $ 4,438 $ 253
Agri-Energy 3,947 10
Renewable Natural Gas 10,393 5,169
Consolidated $ 18,778 $ 5,432














	Three Months Ended March 31, 2023
	Gevo		Agri-Energy		Renewable Natural Gas		Consolidated
Revenues	$	397	$	—	$	3,663	$	4,060
Loss from Operations	$	(15,499)	$	(3,147)	$	(2,211)	$	(20,857)
Acquisitions of patents, plant, property and equipment	$	9,977	$	—	$	1,457	$	11,434

	Three Months Ended March 31, 2022
	Gevo		Agri-Energy		Renewable Natural Gas		Consolidated
Revenues	$	63	$	169	$	—	$	232
Loss from Operations	$	(12,124)	$	(3,808)	$	(23)	$	(15,955)
Acquisitions of patents, plant, property and equipment	$	4,438	$	3,947	$	10,393	$	18,778

March 31, 2022 December 31, 2021
Total assets
Gevo $ 450,048 $ 484,528
Agri-Energy 65,834 64,008
Renewable Natural Gas 122,778 117,940
Consolidated (1) $ 638,660 $ 666,476


	March 31, 2023
	Gevo		Agri-Energy		Renewable Natural Gas		Consolidated
Total assets	$	560,914	$	32,109	$	95,671	$	688,694

	December 31, 2022
	Gevo		Agri-Energy		Renewable Natural Gas		Consolidated
Total assets	$	573,057	$	34,440	$	93,251	$	700,748

Table of Contents

GEVO, INC.

Notes to Consolidated Financial Statements

(unaudited)

~~19.~~20.Subsequent Events

Recent Agreements. On May 5, 2023, Gevo entered into a Side Agreement (the "Side Agreement") with Axens, which modifies the exclusivity provisions contained in the Company's existing agreement with Axens, permitting Axens to provide certain services and grant certain licenses relating to the conversion of ethanol to hydrocarbons fuels via dehydration, oligomerization, and saturation in certain areas of the Midwest to Phillips 66 Company (“P66”), Archer-Daniels-Midland Company (“ADM” and together with P66, the "Potential Partners"), or a joint venture entity between ADM and P66 (the "JV"). In connection with the Side Agreement, and as consideration for Gevo to share Axens’ technology with P66 and ADM, Gevo, P66 and ADM entered into a Technology Access Agreement, dated as of May 5, 2023 (the “TAA”). As consideration for Gevo entering into the TAA and the Side Agreement, the Potential Partners shall cause the applicable JV to pay Gevo certain milestone payments in connection with the development and production of the hydrocarbon fuels, expected to equal to $50 million if all milestones are achieved. Additionally, the Potential Partners will cause the applicable JV to make royalty payments to Gevo on such renewable hydrocarbons produced during a certain period (subject to a cap) and described in the TAA. The royalty payments are expected to equal at least $75 million if certain conditions and production milestones are achieved.

LG Chem Agreement. In April ~~2022,~~2023, Gevo ~~signed an amendment to its Fuel Supply Agreement~~entered into a joint development agreement with ~~Rock River Jerseys, LLC~~LG Chem, Ltd. ("~~RRJ"~~LG Chem") to ~~reimburse RRJ~~develop bio-propylene for ~~part~~renewable chemicals using Gevo’s Ethanol-to-Olefins ("ETO") technology. Under the terms of the ~~cost~~agreement, Gevo will provide the core enabling technology it has developed for renewable olefins to ~~install~~be produced from low-carbon ethanol and ~~operate covers for~~together the ~~lagoons at~~parties will collaborate to accelerate the ~~RRJ dairy. This will allow Gevo to optimize efficiencies~~pilot research, technical scale-up, and ~~could significantly improve the carbon intensity score at NW Iowa RNG.~~ ~~The Company's estimated share~~commercialization of ~~the total capital cost for the improvements is approximately $1.9 million. The installatio~~nbio-propylene. LG Chem is expected to ~~be completed early~~bear all scale-up costs for chemicals, in addition to remitting certain payments to Gevo of $1.3 million in the ~~third~~second quarter of ~~2022.~~2023, and $1.2 million over the next two years to help defray a portion of the costs associated with the joint development efforts.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statements

This Quarterly Report on Form 10-Q (this “Report”) contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). When used anywhere in this Report, the words “expect,” “believe,” “anticipate,” “estimate,” “intend,” “plan” and similar expressions are intended to identify forward-looking statements. These statements relate to future events or our future financial or operational performance and involve known and unknown risks, uncertainties and other factors that could cause our actual results, levels of activity, performance or achievements to differ materially from those expressed or implied by these forward-looking statements. These statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. These forward-looking statements include, among other things, statements about: ~~the impact of the novel coronavirus ("COVID-19") pandemic on our business,~~ our financial condition, our results of operation and liquidity, our ability to finance, develop, and construct our Net-Zero ~~1 Project~~Projects (as defined below), as well as other growth projects, our ability to produce our products, ~~at our demonstration facility in Luverne, Minnesota (the “Luverne Facility”) or elsewhere,~~ our ability to meet production, financial and operational guidance, our strategy to pursue low-carbon or "net-zero" carbon renewable fuels for sale into California and elsewhere, our ability to replace our fossil-based energy sources with renewable energy sources at our Net-Zero ~~1 Project, our Luverne Facility~~Projects and elsewhere, our ability and plans to construct a greenfield commercial hydrocarbon ~~facility~~facilities to produce sustainable aviation fuel ("SAF") and ~~renewable premium gasoline/isooctane,~~other products, our ability to raise additional funds to finance our business, our ability to perform under our existing ~~off-take~~offtake agreements and other ~~supply~~sales agreements we may enter into in the future, our ability to successfully ~~construct and~~ operate our renewable natural gas, also known as biogas ("RNG") ~~project~~facilities in Iowa, our ability to produce renewable hydrocarbon products at a commercial level and at a profit, the availability of, and market prices for, government economic incentives to the renewable energy market, achievement of advances in our technology platform, the availability of suitable and cost-competitive feedstocks, our ability to gain market acceptance for our products, the expected cost-competitiveness and relative performance attributes of our products, our strategy to pursue alcohol-to-SAF development and production, additional competition and changes in economic conditions and the future price and volatility of petroleum and products derived from petroleum. Important factors could cause actual results to differ materially from those indicated or implied by forward-looking statements such as those contained in documents we have filed with the United States ("U.S.") Securities and Exchange Commission (the “SEC”), including this Report in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” our Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022 (our ~~“2021~~“2022 Annual Report”), including Item 1A. "Risk Factors" of our ~~2021~~2022 Annual Report and subsequent reports on Form 10-Q. All forward-looking statements in this Report are qualified entirely by the cautionary statements included in this Report and such other filings. These risks and uncertainties or other important factors could cause actual results to differ materially from results expressed or implied by forward-looking statements contained in this Report. These forward-looking statements speak only as of the date of this Report. We undertake no intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, and readers should not rely on the forward-looking statements as representing the Company’s views as of any date subsequent to the date of the filing of this Report.

Unless the context requires otherwise, in this Report the terms "Gevo", “we,” “us,” “our” and the “Company” refer to Gevo, Inc. and its wholly owned, direct and indirect subsidiaries.

The following discussion should be read in conjunction with our unaudited consolidated financial statements and the related notes and other financial information appearing elsewhere in this Report. Readers are also urged to carefully review and consider the various disclosures made by us which attempt to advise interested parties of the factors which affect our business, including, without limitation, the disclosures in our ~~2021~~2022 Annual Report.

Company Overview

Gevo, Inc. (Nasdaq: GEVO), a Delaware corporation founded in 2005, is a growth-oriented company with the mission of solving ~~the problem of~~ greenhouse gas emissions for those sectors of the transportation industry that are not amenable to electrification or hydrogen. We believe that the market size for hydrocarbon fuels will continue to remain significant in the long-term even with the rapid adoption of electric vehicles and hydrogen technologies. ~~We also believe that we can achieve at least one billion gallons of hydrocarbon production and sales by 2030.~~

We are focused on transforming renewable energy into energy-dense liquid hydrocarbons that can be used as renewable fuels, such as SAF, with the potential to achieve a “net-zero” greenhouse gas ("GHG") footprint. We believe

that this addresses the global need of reducing GHG emissions with "drop in" sustainable alternatives to petroleum fuels. We use the Argonne National Laboratory’s ~~GREET (Greenhouse~~Greenhouse gases, Regulated Emissions, and Energy use in ~~Transportation)~~Transportation model (the "GREET Model") to measure, predict and verify GHG emissions across the ~~life cycle~~life-cycle of our products. ~~The "net-zero"~~Our “net-zero” concept means ~~that we expect to produce~~the production of drop-in hydrocarbon fuels ~~that could have~~by using sustainably grown feedstocks (e.g., low till, no-till and dry corn cultivation), renewable and substantially decarbonized energy sources, resulting in a net-zero carbon ~~neutral or net-zero GHG~~ footprint ~~across~~from the ~~whole of the~~full life cycle of the fuel measured from the capture of renewable carbon through ~~production, and subsequent~~the burning of the ~~fuel in, for example, a jet engine.~~fuel.

Our primary market focus, given current demand and growing customer interest, is SAF. We believe ~~that~~ we also have additional commercial opportunities for other renewable hydrocarbon products, such as RNG; hydrocarbons for gasoline blendstocks and diesel fuel; ingredients for the chemical industry, such as ethylene and butenes; plastics and materials; and other chemicals. The global fuel consumption by commercial airlines ~~was an all-time high of 95 billion gallons in 2019. However, due~~continues to ~~the COVID-19 pandemic,~~remain strong, with global fuel consumption ~~dropped to~~in the past few years ranging from 52 billion gallons ~~in 2020 and reached 57~~to 60 billion ~~gallons in 2021.~~gallons.

We believe that there is a growing and significant market demand for SAF production generally based on a number of factors, including:


			●			The Biden administration launched a new Sustainable Aviation Fuel Grand Challenge (the "Challenge") to meet the demand for sustainable aviation fuels by working with stakeholders to reduce costs, enhance sustainability, and expand production and use of sustainable aviation fuels which achieve a minimum of a 50% reduction in life cycle GHGs compared to conventional fuel. In addition, the Challenge will adopt the goal of supplying at least 3 billion gallons of SAF per year by 2030 and, by 2050, sufficient SAF to meet 100% of aviation fuel demand, which is currently projected to be around 35 billion gallons per year.
			●			The International Air Transport Association ("IATA") 77th Annual General Meeting approved a resolution for the global air transport industry to achieve net-zero carbon emissions by the year 2050. IATA has ~~288~~302 airline members, including Alaska Airlines, American Airlines, Delta Air Lines, FedEx Express, United Airlines and UPS Airlines.
			●			~~Starting on March 1, 2020,~~ Delta Air Lines committed to spending $1 billion ~~over the next 10 years on its~~through 2030 with an objective ~~around~~of mitigating emissions from its global business going forward. Delta will invest in ~~driving~~ innovation, advancing clean air travel technologies, accelerating the reduction of carbon emissions and waste, and establishing new projects to mitigate the balance of emissions.
			●			The oneworld® alliance committed to a target of 10% SAF use across the alliance by 2030 and plans to reach ~~net zero~~net-zero emissions by 2050.
			●			The World Economic Forum's Clean Skies for Tomorrow Coalition, a group of airlines, airports, fuel suppliers and other industry stakeholders working to advance the transition to net-zero flying, has announced a joint goal to achieve a blend of 10% SAF in global jet fuel by 2050.

We believe that we possess the ~~technology and know-how~~ability to convert various carbohydrate ~~feeds~~feedstocks through a fermentation process into alcohols and then transform the alcohols into renewable fuels and ~~materials.~~materials, through a combination of licensing of technology and engineering from third parties, and our own technology, know-how, and engineering. While we expect our ~~first~~ major capital deployments to focus on the production of SAF, we recognize ~~that~~ there are opportunities to operate in several different renewable fuels and materials markets and we will pursue those opportunities when appropriate based on customer interest, access to capital, and expected investment returns.

Our SAF production ~~processes use~~process uses carbohydrates as a feedstock. Carbohydrates are plant matter that result from photosynthesis. Photosynthesis is the natural process by which carbon dioxide is captured from the air by plants. The carbon in carbohydrates is ~~therefore~~ renewable because itits source is ~~already in~~carbon dioxide from the atmosphere. The carbohydrates are fermented to produce ~~alcohol~~alcohol-based intermediate products (e.g., ethanol or isobutanol). The alcohol-based intermediates are then chemically processed to make renewable hydrocarbons. To achieve net-zero carbon intensity ("CI") across the whole life cycle of the products, we believe:


			●			carbohydrates with a low CI score must be used in production;
			●			the energy (electricity and heat source) used in production must be de-fossilized; and
			●			the products cannot contain fossil-based carbon.

We believe sustainably grown industrial field corn ~~(i.e.~~(e.g., corn that is grown with precision agricultural techniques and low-till or no till cultivation to conserve nutrients, prevent water runoff, and erosion) is ~~a good~~the best feedstock to commercialize for SAF initially because:


			●			it produces a significant amount of protein and vegetable oil for nutritional products on a per acre basis while also producing an abundance of low CI carbohydrates that can be captured and used as a feedstock for fuels and chemicals;
			●			the protein and oil that are produced ~~are~~can be easily separated and sold as co-products into the food chain markets. The protein and oil revenue serves to offset the cost of the corn feedstock;
			●			we believe ~~that~~ the carbon footprint of growing corn can be negative, according to calculations completed with the GREET Model, when a full suite of climate-smart agricultural practices ~~are~~is employed on appropriate acres of ~~cropland.~~cropland;
			●			we believe the corn can achieve lower CI scores when grown with climate-smart agricultural techniques than waste raw materials or wood; and
			●			we believe that residual carbohydrates from corn are the lowest cost carbohydrates available as a renewable raw material, and the production is proven and scalable.

We believe ~~that~~ utilizing sustainable agriculture practices to help solve GHG problems is a breakthrough that addresses the problem of GHGs without compromising sustainability or food supply. We also believe that it will be possible to create an incentive structure that rewards farmers to lower the CI score of their agricultural products and create a cycle of continuous improvement to their overall sustainability footprint.

Net-Zero Projects

In early 2021, we announced the concept of ~~“Net-Zero Projects”~~"Net-Zero Projects" as a series of planned facilities to produce energy dense liquid hydrocarbons using renewable energy and our proprietary technology. The concept of a Net-Zero Project is to convert renewable energy (e.g., photosynthetic, wind, renewable natural gas, biogas) from a variety of sources into energy dense liquid hydrocarbons that, when burnedAs announced in traditional engines, have the potential to achieve net-zero GHG emissions across the whole lifecycle of the liquid fuel: from the way carbon is captured from the atmosphere, processed to make liquid fuel products,February 2022, and ~~including the end use (burning~~ as a result of our agreement and relationship with Axens North America, Inc. (“Axens”), Gevo made the decision to utilize Axens’ ethanol fermentation technology instead of our proprietary isobutanol fermentation technology to produce sustainable aviation fuel ~~for cars, planes, trucks~~ and ~~ships).~~other renewable hydrocarbon products in our Net-Zero Projects.

~~We announced that our~~Our initial Net-Zero ~~project (“~~Project, Net-Zero 1 ~~Project"~~("NZ1"), is ~~currently planned~~expected to be ~~constructed at~~located in Lake Preston, South ~~Dakota. We expect that the Net-Zero 1 Project will have the capability~~Dakota, and is being currently designed to produce approximately 65 million gallons per year ("MGPY") of total hydrocarbon volumes, including 60 MGPY of SAF, which would fulfill part of our approximately 400 MGPY of SAF and hydrocarbon supply agreements. The liquid hydrocarbons, ~~that~~ when burned, are expected to have a “net-zero” GHG footprint. ~~We currently expect the Net-Zero 1 Project to have a capacity of approximately 60 MGPY of hydrocarbons~~Along with the ~~majority being SAF, along with naphtha and diesel blendstocks. All of the production for the Net-Zero 1 Project~~hydrocarbons, NZ1 is ~~backed by our current portfolio of take-or-pay contracts. Along with hydrocarbons, we expect~~expected to produce approximately ~~420~~1,390 million pounds per year of high-value protein products for use in the food chain and more than 3034 million pounds per year of corn oil. ~~Significant progress has been made to date on site development, engineering of the facility, and permitting.~~ Our products will be produced in ~~two stages. The~~three steps: the first ~~stage involves~~step is milling the corn to produce the carbohydrates needed for the production of SAF while simultaneously enabling the production of protein and oil; the second step produces alcohols ~~production by fermentation~~using carbohydrate-based fermentation; and the ~~second stage~~third step is the conversion of ~~such~~the alcohols into hydrocarbons. ~~We have been working with~~ ~~Axens North America, Inc. ("Axens")~~ to engineer the alcohols-to-hydrocarbon side of the production facility given their extensive commercial experience with their process and the performance guarantees that cover the entire alcohol-to-hydrocarbon process. The fermentation side of the production facility is being engineered with companies that have extensive experience in fermentation and ag-based facilities. We also expect to execute contracts to supply wind power and green hydrogen to the plant as well as to operate a wastewater treatment plant, which is expected to generate a significant amount of biogas. We expect to select an Engineering, Procurement, and Construction company by the end of the year to lead the construction phase of the Net-Zero 1 Project. We also expect to begin purchasing long lead time equipment later this year to enable completion of the facility in 2025. We are preparing for other major milestones such as site acquisition, preparation and construction work. Engineering work is on track, and we expect to break ground in late 2022, with the target completion date for the plant in 2025. In addition, substantial due diligence work is being performed on the next Net-Zero Projects, including review of potential sites against project criteria.

~~Alcohols-to-SAF Strategy~~

Alcohols can be converted to hydrocarbon products with catalytic chemical processing techniques analogous to those used in the petrochemical industry. In October 2021, we signed an agreement with Axens for their technology on this process since they have already scaled it up and they have licensed it to many commercial production facilities. The agreement establishes a strategic alliance aimed at accelerating the commercialization of sustainable alcohol-to-SAF projects in the United States. As part of the alliance, Axens brings technologies with over 60 related patents, engineering packages, proprietary catalysts and certain proprietary equipment required to convert alcohols into SAF and they will provide certain process guarantees to us.

~~Luverne Facility~~

The Luverne Facility was originally constructed in 1998 and is located on approximately 55 acres of land, which contains approximately 50,000 square feet of building space. The Luverne Facility continues to provide valuable knowledge and experience for the future strategic growth of the Company and its billion-gallon initiative. As a development site, operations will continue to be tailored to support a focus on advancing our technology, testing and optimizing alternative feedstocks, yeast strains, and unit operations as well as partnership development for integrated GHG reductions. It is well equipped and positioned for optimization of the decarbonization and business circuits from feedstock to energy solutions. The site provides a unique opportunity to showcase our decarbonization and business systems and raise awareness for future partnerships, investors, and local communities.

We have an exclusive license in the U.S. from Axens to the technology and plant designs to convert alcohols to hydrocarbon fuels. Axens will also provide certain process guarantees for our production process. Additionally, Axens has extensive commercial experience in the technology, design, and deployment of the unit operations needed to convert alcohols to hydrocarbon fuels, based on their experience in the petrochemical industry. The fermentation side of the facility is being engineered with Fluid Quip Technologies, who has extensive experience in fermentation and agriculture-based facilities. We believe that by using known commercial technologies, the plant design risk is substantially decreased.

The NZ1 project development is proceeding and engineering work for NZ1 continues. Based on current information, the installed cost for NZ1 is currently forecasted to be approximately $850 million, excluding certain contingencies and financing costs. Upon receiving an invitation from the U.S. Department of Energy ("DOE"), we submitted The Part Two Application for a DOE loan guarantee for a direct lending from Federal Financing Bank. This DOE guarantee lending facility is expected to offer the lowest cost of debt for the project.

We currently expect to finance the construction of NZ1 at the subsidiary level using a combination of our own capital and third-party capital. The Company expects to retain a carried equity interest in the project and may invest equity in the project using the proceeds from the reimbursement of the Company’s NZ1 development expenditures. Cash distributions from future NZ1 earnings would be proportionate to Gevo’s minority ownership in NZ1 under this expected financing structure which would allow us to conserve and redeploy our capital on other growth projects, including our Net-Zero 2 project ("NZ2"). We currently expect to apply similar development and financing approaches to NZ2 and future Net-Zero Projects to enable growth of SAF production to meet demand for SAF.

In order to achieve full construction financing for NZ1, we need to secure third-party equity and debt. Given the current interest rate environment and general macroeconomic conditions, a DOE-guaranteed loan is our most attractive debt option. We expect that obtaining a DOE-guaranteed loan will have the benefit of reducing the overall amount of equity required to finance NZ1 and should result in higher project equity returns for investors which should increase the likelihood of Gevo successfully financing NZ1. However, the DOE loan application process is expected to carry into 2024. We expect that our NZ1 plant start-up date will occur twenty-four to thirty months after the financing of NZ1 closes, the timing of which is uncertain. In parallel with the DOE-guaranteed loan process, we continue to explore financing NZ1 without the benefit of the DOE-guaranteed loan.

We are doing extra engineering work on the NZ1 plant design with a focus on increasing the modularization of its component parts. This means that we expect that the process equipment would be built into modules at a factory, then the modules would be assembled onsite at NZ1, with the goal of minimizing specialized field work typical in plant construction of this type. This approach is expected to help de-risk the cost of, and access to, skilled labor at the site and reduce the supply chain constrictions for some of our long-lead equipment. Increasing the modularization of the plant design is also expected to reduce our spend in advance of securing a third-party equity investor in NZ1.

We are evaluating and performing early site development work at several sites in the U.S. for our second Net-Zero Project, NZ2. These sites include several greenfield locations that are particularly advantageous in terms of potential economics, opportunities to decarbonize, and time to market. In addition, we are pursuing potential Net-Zero Projects with several existing ethanol plant sites. Existing ethanol plants need to be decarbonized with renewable energy or de-fossilized energy and/or carbon sequestration. Gevo has developed a preferred list of potential partners and sites with decarbonization in mind and is engaged in preliminary feasibility and development discussions with several of these potential partners. We plan to give priority to existing industrial plant sites that have attractive potential economics and high predictability of timeline for decarbonization.

Renewable Natural Gas ~~Projects~~

Facilities

We are developing RNG and biogas projects to generate incremental profit and to create a long-term option to potentially supply RNG to our Net-Zero Projects as part of our long-term strategy to decarbonize SAF and other hydrocarbon fuels.

In 2019, we began developing our first RNG ~~projects. Manure can be~~facilities in northwest Iowa, which were substantially completed in 2022. Animal manure is digested anaerobically to produce ~~biogas, which is then upgraded to pipeline quality~~ RNG. RNG has value in markets such as California ~~when injected and shipped through a natural gas pipeline. There is also value to Gevo’s~~as well as in our hydrocarbon production process by ~~giving~~helping us ~~another option to~~ achieve carbon negative GHG emissions on our renewable hydrocarbon products. The ~~hydrocarbon~~end products resulting from such a decarbonization process have lower CI scores and increased market

value, in addition to having a more positive impact on the environment.Our dairy farm partners realize a variety of benefits including improved operational and environmental compliance options. These services facilitate long-term relationships with project hosts that may serve as a source for future projects and relationships.

~~We developed Gevo's~~ initial RNG project, ~~in Northwest Iowa (“~~Gevo NW Iowa ~~RNG”~~RNG, LLC ("Gevo RNG"), was developed to generate RNG captured from dairy cow manure which ~~will be~~is supplied by three dairies located in Northwest Iowa totaling over 20,000 milking cows. We ~~completed most~~financed the construction of the Gevo RNG project in April 2021 with the $68,155,000 of Solid Waste Facility Revenue Bonds (Gevo NW Iowa RNG, LLC Renewable Natural Gas Project), Series 2021 (Green Bonds) (the "2021 Bonds") issued by the Iowa Finance Authority in a public offering for the benefit of Gevo RNG and we commenced construction ~~efforts at~~in April 2021. See Note 13 to the ~~end of 2021.~~ Consolidated Financial Statements for further detail.

In January 2022, weGevo RNG began ~~the process of bringing it online. All of the digesters are currently in the~~ start-up ~~phase~~operations and ~~are expected to reach steady production levels~~late in the second quarter of ~~2022.~~

~~When fully operational, NW Iowa~~2022, began producing biogas. We have been ramping up its production of biogas since the third quarter of 2022, upgrading raw biogas to RNG, ~~is expected~~and the injection of RNG into an interconnected natural gas pipeline. The Gevo RNG project was initially designed to generate ~~approximately~~up to 355,000 MMBtu of RNG per year. We ~~expect to sell this~~have made incremental improvements and optimizations at Gevo RNG into the California market under the dispensing agreements BP Canada Energy Marketing Corp. and BP Products North America Inc. (collectively, “BP”) has in place with Clean Energy Fuels Corp. The majority of the revenues are expected to commence in late 2022 or early in 2023 and will be derived from two main components. The first component consists of the sales of RNG and the second component consists of the environmental attributes associated with the RNG sales, including the attributes available from California’s Low Carbon Fuel Standard ("LCFS") program and the U.S. Environmental Protection Agency’s Renewable Fuels Standard ("RFS"). LCFS and RFS are state and federal programs, respectively, that provide incentives for the supply of low carbon renewable fuels in California and in the United States.

~~We are also planning to make improvements to this RNG project~~ by investing in capital projects that ~~may significantly~~are expected to improve its CI score and ~~revenue, which~~expand its potential capacity to approximately 400,000 MMBtu of production capacity. It typically takes 12 months or longer for the project to ramp up to our expected production level, therefore, the production levels this year are expected to be lower at approximately 275,000-300,000 MMBtu.

Gevo was granted registration approval by the EPA in ~~turn strengthen~~2022, allowing us to participate in its Renewable Fuel Standard Program (“RFS Program”) to receive renewable identification numbers ("RINs"). During the ~~overall economics~~first quarter of ~~the project. Gevo’s current estimated share of the capital cost~~2023, we received approval for ~~those improvements is approximately $1.9 million.~~a temporary pathway under California's Low Carbon Fuel Standard (“LCFS”) program. We expect to continue realizing substantial sales for our environmental attributes, for both LCFS's and RINs in 2023.

We ~~have strong relationships throughout the industry supply chain from technology and equipment providers to feedstock owners, and RNG off-takers. We~~ believe ~~that~~ the trust and ~~strong~~ reputation we have attained in the RNG industry, in combination with our understanding of the various and complex environmental attributes, gives us a competitive advantage. We intend to leverage our relationships to identify and execute new project opportunities. Typically, new development opportunities come from our existing relationships with dairy owners who value our ~~strong~~ reputation in the industry.

We exercise financial discipline in pursuing projects by targeting attractive risk-adjusted project returns, whether selling RNG into the markets or using it to lower CI scores at our Net-Zero Projects. We will monitor biogas supply availability across our portfolio and seek to maximize our production ~~at existing projects~~ by expanding operations when economically feasible.

Verity ~~and~~ Carbon ~~Tracking~~Solutions

~~Capturing and accurately counting carbon data across the whole of the business system~~It is a critical ~~part of Gevo’s business model, and~~that we can prove the CI ~~scores across the whole~~ of ~~the carbon lifecycle, from feedstock through the burning~~our products, ensuring that these values are accurate and auditable. The mission of ~~fuels. Through the use of the GREET Model and a field level approach using~~ Verity ~~Tracking, our goal is to obtain carbon credits for the improved agricultural practices related to climate smart agriculture such as precision agriculture and tillage practices (i.e.~~Carbon Solutions ("VCS"), ~~low till and no-till cultivation). We believe there is an opportunity to document, verify, and monetize that carbon value which is not otherwise counted and reward value chain partners,~~ including ~~farmers, for improving sustainability. Gevo’s current economic projections do not take into account this upside in value.~~

Verity Tracking, is ~~a joint venture between Gevo and Blocksize Capital GmbH~~ to ~~develop and commercialize carbon value~~document CI and other ~~sustainable attributes. Verity has developed~~sustainability attributes, and ~~will continue to develop a proprietary platform based on~~then apply Distributed Ledger Technology, ~~(“DLT”~~ commonly referred to as the blockchain, to create a record of the products throughout the entire business system. VCS would start from calculating carbon intensity of feedstocks from data collected at the farm and field level. We plan to track these feedstocks through production at our plants where we intend to use a mix of renewable electricity, biogas, renewable hydrogen and other potentially decarbonized energy sources in production. The CI data would then be combined to deliver a comprehensive CI reduction in a finished renewable fuel. The resulting CI reduction value has potential to be quantified, sold and/or ~~commonly called “blockchain”). Verity~~traded in voluntary or compliance carbon markets while preventing double-counting. We believe that in the future, agricultural practices have the potential to sequester large quantities of CO2 as soil organic carbon. VCS intends to document and account for that capture in conjunction with scientifically supported measurement techniques. The potential for VCS is broad and could be applicable to tracking the CI of various items, including, but not limited to, renewable fuels, food, feed and industrial products through the entire business system and value chain. In March 2023, we entered into a joint development framework agreement with Southwest Iowa Renewable Energy which will focus on implementing VCS technology and developing the ~~capability to track sustainability attributes such as~~market for carbon reductions through a value chain with the utmost data security, audit capabilities and immutability. In addition, Verity will have the ability to work with all aspects of value chain decarbonization and create a

path for monetization of that carbon reduction, through processes such as “tokenization.” Verity and Gevo have recently partnered with Farmers Edge Inc. ("Farmers Edge"), a company dedicated to helping farmers track data and improve agricultural decision making. As of December 31, 2021, Farmers Edge reported over 3,800 growers with over 18 million subscribed acres having implemented their solutions.

Gevo has begun to develop the agricultural Climate Smart Data for key farms that would supply its Net-Zero 1 plant. Gevo intends to work with Verity to accurately account for and determine value for the carbon reductions captured in feedstocks, both during fuel production and in final products,inset credits to help ~~our customers~~farmers and ~~value chain partners achieve~~biofuel producers quantify the CI reductions for their ~~sustainability goals.~~

~~Recent Developments~~

~~Delta Air Lines.~~ On March 22, 2022, we signed a "take-or-pay" agreement with Delta Air Lines, Inc. ("Delta") to supply them with 75 MGPY of SAF for seven years. This agreement replaces the existing agreement signed with Delta in 2019 to purchase 10 MGPY and bolsters Delta's commitment to incorporating SAF into its operations.

~~COVID-19~~

The COVID-19 pandemic has had an adverse impact on global commercial activity, including the global transportation industry and its supply chain, and has contributed to significant volatility in financial markets. It resulted in travel restrictions and extended shutdowns of businesses in various industries including, among others, the airline industry, and significantly reduced overall economic output. It is possible that that the impacts of the COVID-19 pandemic on general economic activity could continue to negatively impact our revenue and operating results for 2022 and beyond. In light of the current and potential future disruption to our business operations and those of its customers, suppliers and other third parties with whom we do business, we considered the impact of the COVID-19 pandemic on our business. The impact of the COVID-19 pandemic on the global transportation industry could continue to result in less demand for our transportation fuel products, which could have a material adverse effect on our business, financial condition and our prospects for the foreseeable future.

There is also a risk that COVID-19 could have a material adverse impact on the development of our Net-Zero 1 Project, customer demand and cash flow, depending on the extent of our future production activities.products.

~~Results of Operations~~

~~Comparison of the Three Months Ended March 31, 2022 and 2021 (in thousands):~~

Three Months Ended March 31,
2022 2021 Change
Revenue and cost of goods sold

Ethanol sales and related products, net $ 169 $ — $ 169
Hydrocarbon revenue 63 13 50
Grant and other revenue — 80 (80)
Total revenues 232 93 139
Cost of production 3,090 901 2,189
Depreciation and amortization 1,091 1,093 (2)
Total cost of goods sold 4,181 1,994 2,187
Gross loss (3,949) (1,901) (2,048)
Operating expenses
Research and development expense 1,192 1,378 (186)
Selling, general and administrative expense 9,367 3,814 5,553
Preliminary stage project costs 507 2,727 (2,220)
Other operations 589 — 589
Depreciation and amortization 351 58 293
Total operating expenses 12,006 7,977 $ 4,029
Loss from operations (15,955) (9,878) (6,077)
Other income (expense)
(Loss) gain from change in fair value of derivative warrant liability — (53) 53
Interest expense (2) (5) 3
Interest and dividend income 252 31 221
Other income (expense), net 32 (152) 184
Total other income (expense), net 282 (179) 461
Net loss $ (15,673) $ (10,057) $ (5,616)

~~Revenue.~~ ~~We sold 35 thousand gallons of SAF, isooctane and isooctene from~~ ~~our~~ Luverne ~~Minnesota development facility f~~or the three months ended March 31, 2022. Revenue was $0.2 million for the three months ended March 31, 2022, compared to $0.1 million for the three months ended March 31, 2021, due to the temporary shutdown in 2021 related to the COVID-19 pandemic.Facility

~~Cost of goods sold.~~ ~~Cost of goods sold was $4.2 million during~~In 2022, the three months ended March 31, 2022, compared with $2.0 million during the three months ended March 31, 2021, an increase of $2.2 million. The majority of our costs are related to the production of SAF, isooctane and isooctene as we continue to develop and tailoractivities at our Luverne Facility ~~demonstration~~were transitioned to care and maintenance, as we shifted focus to our Net Zero Projects. The workforce adjustment which resulted allowed us to retain key personnel and redeploy some resources to our NZ1 and RNG projects to provide valuable knowledge and experience for the future strategic growth of the Company. The Luverne Facility is well equipped and positioned as a development site as it provides a unique opportunity to showcase our decarbonization and business systems and raise awareness for future partnerships, investors, and local communities, even though operations at the site have been minimized. Future operations, if any, will be tailored to support ~~our~~a focus on advancing our technology, testing, ~~and~~ optimizing alternative feedstocks and yeast strains, and unit operations as well as partnership development for integrated GHG reductions. ~~Cost~~

Other Developments

Recent Agreements. On May 5, 2023, Gevo entered into a Side Agreement with Axens, which modifies the exclusivity provisions contained in the Company's existing agreement with Axens, permitting Axens to provide certain services and grant certain licenses relating to the conversion of ~~goods sold also includes~~ethanol to hydrocarbons fuels via dehydration, oligomerization, and saturation in certain areas of the Midwest to Phillips 66 Company (“P66”), Archer-Daniels-Midland Company (“ADM” and together with P66, the "Potential Partners"), or a ~~$2.9~~joint venture entity between ADM and P66 (the "JV"). In connection with the Side Agreement, and as consideration for Gevo to share Axens’ technology with P66 and ADM, Gevo, P66 and ADM entered into a Technology Access Agreement, dated as of May 5, 2023 (the “TAA”). As consideration for Gevo entering into the TAA and the Side Agreement, the Potential Partners shall cause the applicable JV to pay Gevo certain milestone payments in connection with the development and production of the hydrocarbon fuels, expected to equal to $50 million ~~loss~~if all milestones are achieved. Additionally, the Potential Partners will cause the applicable JV to make royalty payments to Gevo on such renewable hydrocarbons produced during a certain period (subject to a cap) and described in the TAA. The royalty payments are expected to equal at least $75 million if certain conditions and production milestones are achieved.

LG Chem Agreement. In April 2023, Gevo entered into a joint development agreement with LG Chem, Ltd. ("LG Chem") a leading global chemical company to develop bio-propylene for renewable chemicals using Gevo’s Ethanol-to-Olefins ("ETO") technology. Gevo’s proprietary ETO technology can target carbon neutral or carbon negative drop-in replacements for traditional petroleum-based building blocks called olefins, including bio-propylene, that can be used for renewable chemicals or fuels including sustainable aviation fuel. These plant-based, renewable olefins would be derived from atmospheric CO2 captured through photosynthesis and are expected to deliver the same performance in final products on the market today. Under the terms of the agreement, Gevo will provide the core enabling technology it has developed for renewable olefins to be produced from low-carbon ethanol and together the parties will collaborate to accelerate the pilot research, technical scale-up, and commercialization of bio-propylene. LG Chem is expected to bear all scale-up costs for chemicals, in addition to remitting certain payments to Gevo of $1.3 million in the second quarter of 2023, and $1.2 million over the next two years to help defray costs associated with the joint development efforts. In addition to this $2.5 million from the joint development agreement, LG Chem agreed to make certain payments to Gevo upon commencement of commercialization as follows:

•$5 million upon commencement of commercialization, to be paid ratably over a ~~net realizable value adjustment made~~period of five years

•1% royalty on Net Sales for the first production facility beginning six years from commercial operation

•1% royalty on Net Sales for all subsequent production facilities upon commencement of operations

U.S. Department of Agriculture. In September 2022, the U.S. Department of Agriculture tentatively selected Gevo’s Climate-Smart Farm to Flight proposal for funding with an award ceiling of up to $30 million, subject to negotiation of definitive award agreements in the coming months. The project aims to create critical structural climate-smart market incentives for low CI corn as well as to accelerate the production of SAF to reduce the sector’s dependency on fossil-based fuels. In addition, this program will help provide support and incentive payments for farmers to produce, measure, report and verify low CI corn using climate smart agricultural practices, as well as accelerate development of the low-CI corn supply chain for low-carbon ethanol and SAF. We continue to negotiate the definitive award agreement and expect it to be completed in second quarter of 2023 with project activity beginning for the 2023 crop year.

Key Operating Metrics

Total operating revenues reflect both sales of RNG and sales of related environmental attributes. As a result, our ~~finished goods~~revenues are primarily affected by RNG production volume, generation of environmental attributes, and ~~work in process inventory. There were no net realizable losses recorded~~the average realized prices for such products. The following table summarizes the key operating metrics, specifically for the Renewable Natural Gas Segment, which we use to measure performance:


	Three Months Ended March 31,		Three Months Ended December 31,
(in thousands, unless otherwise indicated)	2023		2022		Change		Change %
Revenues
Natural gas commodity	$	130	$	330	$	(200)	(61)	%
Natural gas environmental attributes - RINs	2,730		214		2,516		1,176	%
Natural gas environmental attributes - LCFS	803		—		803		100	%
Total revenues	$	3,663	$	544	$	3,119
Production expenses (1)	$	3,885	$	4,044	$	(159)	(4)	%
RNG metrics
RNG production volumes (MMBtu)	64		62		2		3	%
Plus: prior period RNG volumes dispensed in current period	116		63		53		84	%
Less: RNG production volumes not dispensed	(64)		(116)		52		(45)	%
Total RNG volumes available for RIN and LCFS generation (2)	116		9		107
RIN Metrics
RIN generation (3)	1,356		100		1,256		1,256	%

Plus: Prior period RINs	—		1		(1)		(100)	%

Total RINs available for sale	1,356		101		1,255		1,243	%
Less: RINs sold	(1,356)		(101)		(1,255)		1,243	%
RIN inventory	—		—		—
RNG volumes not dispensed for RINs (MMBtu) (4)	64		116		(52)		(45)	%
Average realized RIN price (5)	$	2.01	$	2.13	$	(0.12)	(6)	%
LCFS metrics
LCFS generation (6)	14		—		14		100	%




Less: LCFS sold	(14)		—		(14)		100	%
LCFS inventory	—		—		—
RNG volumes not dispensed for LCFS (MMBtu)	64		116		(52)		(45)	%
Average realized LCFS price (5)	$	55.36	$	—	$	55.36	100	%

(1)Higher per unit cost reflects lower production volumes during the commissioning and ramp-up period which can take up 12 months or longer.

(2)Represents gas production which has not been dispensed to generate RINs and LCFS.

(3)RINs are generally generated in the month following the gas being dispensed.

(4)One MMBtu of RNG has approximately the same energy content as 11.727 gallons of ethanol, and thus may generate 11.727 RINs under the RFS Program.

(5)Realized prices for environmental attributes are net of third-party commissions and thus do not correspond directly to index prices.

(6)LCFS credits are generally generated in the calendar quarter following the gas being dispensed.

Results of Operations

Comparison of the Three Months Ended March 31, 2023 and 2022 (in thousands):


	Three Months Ended March 31,
(in thousands)	2023		2022		Change		Change %
Total operating revenues	$	4,060	$	232	$	3,828	1,650	%
Operating expenses:
Cost of production	4,425		3,090		1,335		43	%
Depreciation and amortization	4,575		1,442		3,133		217	%
Research and development expense	1,198		1,192		6		1	%
General and administrative expense	10,761		9,367		1,394		15	%
Project development costs	2,959		1,096		1,863		170	%
Facility idling costs	999		—		999		100	%


Total operating expenses	24,917		16,187		8,730
Loss from operations	(20,857)		(15,955)		(4,902)
Other income (expense)
Interest expense	(539)		(2)		(537)		26,850	%
Investment income	3,067		252		2,815		1,117	%
Other income, net	711		32		679		2,122	%
Total other income, net	3,239		282		2,957
Net loss	$	(17,618)	$	(15,673)	$	(1,945)

Operating revenue. During the three months ended March 31, ~~2021,~~2023, operating revenue increased $3.8 million compared to the three months ended March 31, 2022, primarily due sales of natural gas from our RNG Project. During the three months ended March 31, 2023, we sold 63,846 MMBtu of RNG from our RNG Project, resulting in natural gas commodity sales of $0.1 million and environmental attribute sales of $3.5 million, as well as $0.4 million of isooctane.

Cost of production. Cost of production increased $1.3 million during the three months ended March 31, 2023, compared to the three months ended March 31, 2022, primarily due to the costs related to RNG production and sales, partially offset by lower costs from minimal production at the Luverne Facility compared to the three months ended March 31, 2022, before it was ~~temporarily shut down~~put into care and maintenance.

Depreciation and amortization. Depreciation and amortization increased $3.1 million during the three months ended March 31, 2023, compared to the three months ended March 31, 2022, primarily due to additional depreciation for RNG assets placed into service in 2022 and accelerated depreciation on Agri-Energy segment assets due to shorter lives stemming from the ~~COVID-19 pandemic.~~impairment assessment during the third quarter of 2022.

Research and development expense. Research and development expense remained ~~relatively consistent~~flat during the three months ended March 31, ~~2022,~~2023, compared ~~with~~to the three months ended March 31, ~~2021.~~2022, an increase in patent and personnel related costs, as well as lab work and supplies related to our ETO and other technologies was offset by a reduction of consulting expenses.

~~Selling, general~~General and administrative expense. ~~Selling, general~~General and administrative expense increased ~~by $5.6~~$1.4 million during the three months ended March 31, ~~2022,~~2023, compared ~~with~~to the three months ended March 31, ~~2021,~~2022, primarily due ~~primarily~~ to increases in personnel costs related to hiring of highly qualified and skilled professionals for our strategic ~~new hiring,~~projects, including NZ1 and NZ2 projects, as well as VCS and DOE programs. An additional contributor to the increase was non-cash stock-based compensation and professional ~~fees related to new contracts and higher costs for insurance.~~consulting fees.

~~Preliminary stage project~~

Project development costs. ~~Preliminary stage project~~Project development costs are related to our ~~NW Iowa RNG~~future Net-Zero Projects and ~~Net-Zero projects~~VCS which consist primarily of employee expenses, preliminary engineering and ~~consist of research and~~technical consulting costs. Project development ~~expense in addition to selling, general and administrative expenses of the projects. Preliminary stage project~~ costs ~~decreased by $2.2~~increased $1.9 million during the three months ended March 31, ~~2022,~~2023, compared to the three months ended March 31, ~~2021. The decrease is mainly~~2022, primarily due to ~~the fact that we began capitalizing our Net-Zero 1 project~~increases in personnel costs, ~~in Q3 2021, after completing certain front-end engineering studies~~consulting, and ~~determining it was probable that we would build Net-Zero 1. Net-Zero 1 and RNG related costs were expensed in Q1 2021.~~professional fees.

~~Other operations.~~ Facility idling costs.~~Other~~ Facility idling costs of $1.0 million for the three months ended March 31, 2023, is related to the care and maintenance of our Luverne Facility. We plan to utilize the Luverne Facility as a development scale plant to advance our technology and operational knowledge to help us in achieving operational success as we scale up the production and delivery of hydrocarbons and chemical products for our customers and partners.

Loss from operations ~~costs~~. Our loss from operations increased by ~~$0.6~~$4.9 million during the three months ended March 31, ~~2022,~~2023, compared to the three months ended March 31, ~~2021. During~~2022, primarily due to the ~~three months ended March 31, 2022, Other operations costs were primarily related to unallocated engineering~~increased activities for our Net-Zero Projects and ~~consulting services.~~VCS. See explanations for each line item above.

~~Depreciation and amortization~~Interest expense. ~~Depreciation and amortization~~Interest expense increased $0.5 million during the three months ended March 31, ~~2022,~~2023, compared to the three months ended March 31, ~~2021,~~2022, primarily due to ~~amortization~~the interest on the 2021 Bonds, which was capitalized into construction in process during the construction phase of our ~~intangible assets, including patents and exclusivity fees.~~RNG Project in the prior periods.

~~(Loss) from change in fair value derivative warrant liability.~~Investment income. We incurred no gain (loss) from the change in the fair value of the derivative warrant liability in the three months ended March 31, 2022; the last of the liability warrants expired on February 17, 2022.

~~Interest expense. There were no material changes in interest expense~~Investment income increased $2.8 million during the three months ended March 31, ~~2022,~~2023, compared to the three months ended March 31, ~~2021.~~2022, primarily due to higher interest earned on our cash equivalent investments as a result of higher interest rates.

~~Interest and dividend income.~~ Other income~~Interest and dividend~~. Other income increased ~~by $0.2~~$0.7 million for the three months ended March 31, ~~2022,~~2023, compared to the three months ended March 31, ~~2021,~~2022, primarily due to ~~the~~higher interest earned on our ~~investments partially offset by the amortization~~restricted cash balances as a result of ~~the bond premiums.~~

~~Other income (expense)~~. Other income (expense) during the three months ended March 31, 2022, was $0.3 million, a decrease of $0.2 million compared to the three months ended March 31, 2021, primarily due to the miscellaneous sale of consumable inventory.higher interest rates.

Critical Accounting Policies and Estimates

There have been no significant changes to our critical accounting estimates and policies since December 31, ~~2021.~~2022. For a description of our other critical accounting policies and estimates that affect our significant judgments and estimates used in the preparation of our consolidated financial statements, refer to “Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates” contained in our ~~2021~~2022 Annual Report.

Our unaudited consolidated financial statements are prepared in conformity with GAAP and require our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expenses and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from these estimates, and such estimates may change if the underlying conditions or assumptions change.

Liquidity and Capital Resources

As of March 31, ~~2022,~~2023, we had cash and cash equivalents ~~totaling $44.6~~of $342.3 million, ~~short~~current and ~~long-term~~non-current restricted cash ~~totaling $86.5~~of $77.8 million, and ~~short and long-term~~short-term marketable securities of $32.9 million, net of unrealized losses of $0.1 million, totaling ~~$298.5~~$452.9 million~~. The~~ in cash, cash equivalents, and marketable securities. As of March 31, 2023, we have net working capital of $360.8 million, with $25.6 million of current liabilities. Our cash equivalents primarily consist of investments in J.P Morgan U.S. government money market funds. Our marketable securities are highly liquid and can be converted to cash when needed for ~~operations.~~operations, development, and construction. We expect to use our cash, cash equivalents, restricted cash and marketable securities for the following purposes: (i) identification, development, engineering, licensing, acquisition and construction of new production facilities and to ~~plan for expanded production to~~ fulfill existing ~~off-take~~offtake agreements ~~including~~for NZ1 and the Company's other Net-Zero Projects; (ii) potential investment in RNG projects; (iii) potential development of the Luverne Facility; (iv) ~~development, acquisition and operation of sustainable alcohol-to-SAF plants to produce SAF alone or with partners; (v)~~ operating activities at the Company's corporate headquarters in Colorado, including research and development work; ~~(vi)~~(v) exploration of strategic alternatives and additional financing, including project financing; and ~~(vii)~~(vi) future debt service obligations. We believe as a result of our cash and cash equivalents balances, and the performance of our current and expected operations, we will be able to meet our obligations and other potential cash requirements during the next 12 months from the date of this report.

3133

Since our inception in 2005, we have devoted most of our cash resources to the development and commercialization of ~~isobutanol~~routes to efficiently produce fuels and ~~related products~~chemicals from carbohydrates, such as renewable ~~feedstocks.~~feedstock, using alcohols (isobutanol and ethanol) as intermediates. We have incurred losses since inception, have a significant accumulated deficit, and expect to incur losses for the foreseeable future. We have financed our operations primarily with proceeds from the issuance of equity, ~~and~~warrants, debt securities, and borrowings under debt ~~facilities and product sales.~~

The Company's transition to profitability is dependent upon, among other things, the successful development and commercialization of its product candidates, the development, acquisition and construction of additional production facilities to support that Company's off-take agreements, the achievement of a level of revenues adequate to support the Company's cost structure, and the ability to raise capital to finance the development, acquisition, and construction of additional productions facilities.

On January 27, 2022, the Company’s stockholders voted to amend the Certificate of Incorporation to increase the total number of authorized shares of common stock from 250 million shares to 500 million shares. Management intends to We may fund future operations through additional private and/or public offerings of ~~debt~~equity or ~~equity~~debt securities. In addition, the Company may seek additional capital, on acceptable terms, through arrangements with strategic partners or from other sources. Notwithstanding, there can be no assurance that the Company will be able to raise additional funds or achieve or sustain profitability or positive cash flows from operations.

The Company's transition to profitability is dependent upon, among other things, the successful development and commercialization of its product candidates, the development, licensing, acquisition and construction of commercial level production facilities to support the Company's offtake agreements, the achievement of a level of revenues adequate to support the Company's cost structure, and the ability to raise capital to finance the development, licensing, acquisition, and construction of additional productions facilities.

The following table sets forth the major sources and uses of cash for each of the periods set forth below (in thousands):

Three Months Ended March 31,
2022 2021
Net cash used in operating activities $ (12,460) $ (7,165)
Net cash from investing activities $ 7,861 $ (4,630)
Net cash provided by financing activities $ (354) $ 458,780


	Three Months Ended March 31,
	2023		2022
Net cash used in operating activities	$	(19,446)	$	(12,494)
Net cash provided by investing activities	$	124,183	$	7,861
Net cash used in financing activities	$	(62)	$	(320)

Operating Activities

Our primary uses of cash from operating activities are personnel-related expenses, and research and development-related expenses, including costs incurred under development agreements, costs of licensing of technology, legal-related costs, and other expenses for preliminary project development ~~production of isobutanol, ethanol and related products.~~

activities.

During the three months ended March 31, ~~2022,~~2023, net cash used for operating activities was ~~$12.5~~$19.4 million compared to ~~$7.2~~$12.5 million for the three months ended March 31, ~~2021.~~ ~~During the three months ended March 31, 2022,~~2022. Non-cash charges primarily consisted of stock-based compensation expense of $4.7 million, depreciation and amortization of $4.6 million and other non-cash expense of $0.2 million, partially offset by non-cash amortization of discounts on marketable securities of $0.1 million. The net cash ~~used for operating activities was $12.5 million compared to $7.2 million for the three months ended March 31, 2021. The $5.3 million decrease~~outflow from changes in operating ~~cash flows was~~assets and liabilities increased $7.4 million, primarily due to increased cash outflows of $10.5 million in prepaid expenses and other current assets due to deposits to secure long-lead equipment power transmission and distribution facilities for NZ1, and $1.2 million related to increases in accounts receivable primarily due to higher sales of environmental attributes. These were partially offset by $1.6 million of decreased costs associated with ~~our production~~the sale of ~~isobutanol~~environmental attribute inventory and hydrocarbon products for market development, process technology and related process engineering work. In addition, we had increases in personnel expenses to support the growth in business activity, partnership development and Verity Tracking development expenses.$2.7 million of accounts payable.

Investing Activities

During the three months ended March 31, ~~2022,~~2023, we used ~~$7.9~~$124.2 million in cash for investing activities, of which ~~$71.1~~$135.6 million related to proceeds from sales and maturities of marketable securities, ~~offset by the reinvestment of $31.2 million in marketable securities,~~ and ~~$31.5~~$11.4 million of investments in our capital projects, including ~~$18.3~~$1.5 million in the ~~NW Iowa~~ RNG ~~project, $9.6~~Project, $8.0 million ~~in the Net-Zero 1 project,~~for NZ1, as well as ~~$3.2~~$2.0 million in ~~development projects at Agri-Energy and Gevo.~~

other projects.

~~We completed~~

The NZ1 project development is proceeding with water and wind energy development agreements executed in the ~~construction~~third quarter of 2022, and other key milestones are on track for completion in accordance with our comprehensive project plan. Based on the ~~NW Iowa RNG project~~ongoing engineering work, the installed cost for NZ1 is currently forecasted to be approximately $850 million, excluding certain contingencies and ~~may invest up~~financing costs. Upon receiving an invitation from the DOE, we submitted The Part Two Application for a DOE loan guarantee for a direct lending from Federal Financing Bank. This DOE guarantee lending facility is expected to ~~an additional~~ ~~$11.4 million for start-up, improvements, and expansions during~~offer the ~~remainder~~lowest cost of ~~2022. We currentlyplan to spend approximately $100 million for engineering, development, long-lead equipment deposits,~~ debt ~~financing costs, and project construction equity investment commitments over the next 12 months~~ for the ~~Net-Zero 1 Project.~~

project. In light of this route to debt financing,

3234

we are working with our contractors to reduce our projected spend prior to financial close from our originally projected $100 million to $200 million range.

In 2022 we allocated approximately $25 million to develop our next Net-Zero Project, of which we have spent approximately $11 million. Based on our progress and discretion we anticipate spending the remaining $14 million in the next four to six months. Gevo is in the process of identifying and performing early site development work for additional SAF production locations. These potential sites include several greenfield locations that are particularly advantageous in terms of potential economics, opportunities to decarbonize, and time to market.

Financing Activities

During the three months ended March 31, ~~2022,~~2023, we ~~used $0.4 million in cash from financing activities, which primarily consisted of $0.2 million net settlement of common stock for taxes under our stock plans and~~had $0.1 million of ~~interest on~~net cash used in financing activities, primarily due to payments for finance lease liabilities and certain equipment loans.

We currently expect to finance the construction of NZ1 at the subsidiary level using third-party capital. The Company expects to retain a carried equity interest in the project and may invest additional equity in the project using the proceeds from the reimbursement of the Company's NZ1 development expenditures. Cash distributions from future NZ1 earnings would be proportionate to Gevo’s minority ownership in NZ1 under this expected financing structure which would reduce revenue to us but allow us to conserve and redeploy capital on other growth projects, including NZ2. We expect to apply similar development and financing approaches to NZ2 and future Net-Zero Projects to enable rapid growth of SAF production to meet current contractual demand for SAF.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

As a smaller reporting company, we are not required to provide the information required by this Item. However, we note that we are exposed to market risks in the ordinary course of our business. These risks primarily consist of environmental attribute pricing, commodity pricing, interest rate, credit risk with our contract counterparties, and equity price risks. There have been no material changes since our disclosure in “Quantitative and Qualitative Disclosures About Market Risk” included in Part II, Item 7A of our ~~2021~~2022 Annual ~~Report~~.Report.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required financial disclosures.

During the fiscal period covered by this report, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act). Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of March 31, ~~2022,~~2023, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act are recorded, processed, summarized and reported within the required time periods and are designed to ensure that information required to be disclosed in our reports is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes that occurred during the three months ended March 31, ~~2022,~~2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

3335

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

~~From time to time, we have been~~A discussion of legal matters is found in Note 16, Commitments and ~~may again become involved in legal proceedings arising~~Contingencies, in the ordinary course of our business. We are not presently a party to any litigation, other disputes and regulatory proceedings that we believe to be material and we are not aware of any pending or threatened proceedings against us that we believe could have a material adverse effect on our business, operating results, financial condition or cash flows.

In February 2022, an incident occurred at one of the anaerobic digesters that is part of NW Iowa RNG that resulted in the accidental discharge of a mixture of water and manure into the environment. We promptly notified the Iowa Department of Natural Resources (the "DNR") and began mitigation work to minimize the impact of the discharge. The DNR has issued a notice of violation in connection with the discharge.

In April 2022, two separate incidents occurred at two of the anaerobic digesters that are part of NW Iowa RNG that resulted in the accidental discharge of very small amounts of water and manure into the environment. The DNR has issued notices of violation in connection with the two discharges.

~~There is a possibility that the DNR will initiate an enforcement action with respect~~accompanying Notes to the ~~discharges described above that could result~~Financial Statements included in ~~a monetary sanction being levied against Gevo for the accidental discharges. We do not believe that any such monetary sanctions would be material.~~Part I - Item 1. Financial Statements of this Report.

Item 1A. Risk Factors.

You should carefully consider the risk factors discussed in Part I, Item 1A. “Risk Factors” in our ~~2021~~2022 Annual Report, which could materially affect our business, financial condition, cash flows or future results. There have been no material changes in our risk factors included in our 2022 Annual Report. The risk factors in our ~~2021~~2022 Annual Report are not the only risks facing our company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

~~Purchases of equity securities by the issuer:~~

Period Total Number
of Shares
Purchased Average Price
Paid per Share Total Number
of Shares
Purchased as
Part of Publicly
Announced
Plans or
Programs Maximum
Number of
Shares That
May Yet Be
Purchased
Under the Plans
or Programs
January 1, 2022 - January 31, 2022 — $ — — —
February 1, 2022 - February 28, 2022 — $ — — —
March 1, 2022 - March 31, 2022 (1) 66,348 $ 3.33 — —
Total 66,348 $ 3.33 — —

~~(1)~~Represents shares withheld from employees to cover tax withholding obligations upon the vesting of restricted stock awards. The average prices listed in the above table are averages of the fair market prices at which we valued shares withheld for purposes of calculating the number of shares to be withheld.None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

The exhibits listed below are filed or furnished as part of this report.

Exhibit
Number
Description Previously Filed
Filed
Herewith
Form File No. Filing Date Exhibit
3.1
Amended and Restated Certificate of Incorporation of Gevo, Inc.

10-K

001-35073
February 24, 2022 3.1
3.2
Second Amended and Restated Bylaws of Gevo, Inc.

8-K

001-35073
November 24, 2021 3.1
4.1
Form of Gevo, Inc. Common Stock Certificate.

S-1

333-168792
January 19, 2011 4.1
4.3
Form of Series 2020-A Warrant to Purchase Common Stock.
8-K 001-35073 July 8, 2020 4.1
10.1 +
Fuel Sales Agreement, dated March 18, 2022, by and between Gevo, Inc. and British Airways plc.
8-K 001-35073 March 21, 2022 10.1
10.2 +
Fuel Sales Agreement, dated March 16, 2022, by and between Gevo, Inc. and Delta Air Lines, Inc.
8-K 001-35073 March 22, 2022 10.1
31.1
Section 302 Certification of the Principal Executive Officer.

X
31.2
Section 302 Certification of the Principal Financial Officer.

X
32.1
Section 906 Certification of the Principal Executive Officer and Principal Financial Officer.**

**
101.INS Inline XBRL Instance Document (the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

X
101.SCH Inline XBRL Taxonomy Extension Schema

X
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase

X
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase

X
101.LAB Inline XBRL Taxonomy Extension Label Linkbase

X
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase

Incorporated by Reference

Exhibit
No.

Description

Form

File No.

Filing Date

Exhibit

Filed

Herewith

3.1

Amended and Restated Certificate of Incorporation of Gevo, Inc.

10-K

001-35073

February 24, 2022

3.1

3.2

Second Amended and Restated Bylaws of Gevo, Inc.

8-K

001-35073

November 24, 2021

3.1

4.1

Form of Gevo, Inc. Common Stock Certificate.

S-1

333-168792

January 19, 2011

4.1

10.1*

Amended and Restated Fuel Supply Agreement, dated March 15, 2023, by and between Gevo, Inc. and Kolmar Americas, Inc.

8-K

001-35073

March 15, 2023

10.1

~~Exhibit~~

~~Number~~

~~Description~~Incorporated by Reference

~~Previously Filed~~

~~Filed~~

~~Herewith~~

Exhibit
No.

Description

Form

File No.

Filing Date

Exhibit

Filed

Herewith

31.1

Section 302 Certification of the Principal Executive Officer.

31.2

Section 302 Certification of the Principal Financial Officer.

32.1

Section 906 Certification of the Principal Executive Officer and Principal Financial Officer.

101.INS

Inline XBRL Instance Document (the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

101.SCH

Inline XBRL Taxonomy Extension Schema

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase

104

Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101)


+*			Certain portions of the exhibit have been omitted pursuant to Rule 601(b)(10) of Regulation S-K. The omitted information is not material and is the type of information that the registrant treats as private or confidential.

**			Furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Gevo, Inc.

(REGISTRANT)


By:			/s/ Alisher Nurmat
			Alisher Nurmat, CPA Vice President and Controller (Duly Authorized Officer and Principal Accounting Officer)

Date: May ~~9, 2022~~10, 2023


		Available-for-Sale Securities at March 31, 2022
	Maturity	Amortized Cost Basis		Gross Unrealized Losses		Fair Value

Short-term marketable securities
U.S. Treasury notes	Within one year	$	188,665	$	(527)	$	188,138
U.S. Government-sponsored enterprise securities	Within one year	78,375		(700)		77,675
Total short-term marketable securities		$	267,040	$	(1,227)	$	265,813

Long-term marketable securities
U.S Treasury notes	Within two years	$	11,040	$	(72)	$	10,968
U.S. Government-sponsored enterprise securities	Within two years	22,044		(288)		21,756
Total long-term marketable securities		$	33,084	$	(360)	$	32,724


	Useful Life (in years)			March 31, 2022		December 31, 2021

Luverne Facility retrofit asset	20			$	70,820	$	70,820
Plant machinery and equipment	10			17,949		17,949
Site improvements	10			7,157		7,157
Lab equipment, furniture and fixtures and vehicles	5			6,813		6,811
Demonstration plant	2			3,597		3,597
Buildings	10			2,543		2,543
Leasehold improvements, pilot plant, land and support equipment	2	to	7	2,841		2,802
Computer, office equipment and software	3	to	6	2,338		2,332
Construction in progress	—			107,848		88,989

Total property, plant and equipment				221,906		203,000
Less accumulated depreciation and amortization				(65,010)		(63,859)

Property, plant and equipment, net				$	156,896	$	139,141


	March 31, 2022		December 31, 2021

Accounts payable - trade	$	1,399	$	4,868
NW Iowa RNG accrued project costs	2,902		11,000
Accrued employee compensation	3,294		4,678
Net-Zero 1 accrued project costs	2,778		5,010
Other accrued liabilities	3,037		2,732

Total accounts payable and accrued liabilities	$	13,410	$	28,288


Period	Total Number of Restricted Shares Issued		Total Number of Non-qualified Stock Options Granted	Vesting Periods Years

January 1, 2022 to March 31, 2022	(340,502)	(1)	—	N/A



Total	(340,502)		—


	Number of Shares	Weighted-Average Grant-Date Fair Value

Outstanding at December 31, 2021	7,094,785	$	3.93
Granted	—	$	—
Exercised	(165,870)	$	1.09
Canceled or forfeited	(174,268)	$	4.53
Vested	(364)	$	2.30

Non-vested at March 31, 2022	6,754,283	$	4.01


			Fair Value Measurements at March 31, 2022
	Fair Value at March 31, 2022		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Recurring
Marketable securities
U.S. Treasury notes	$	199,106	$	199,106	$	—	$	—
U.S. Government-sponsored enterprise securities	99,431		99,431		—		—

Other
Liability-classified restricted stock awards	894		894		—		—

Total recurring	$	299,431	$	299,431	$	—	$	—


			Fair Value Measurements at December 31, 2021
	Fair Value at December 31, 2021		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Recurring
Marketable securities
U.S. Treasury notes	$	225,792	$	225,792	$	—	$	—
U.S. Government-sponsored enterprise securities	113,944		113,944		—		—

Other
Liability-classified restricted stock awards	702		702		—		—

Total recurring	$	340,438	$	340,438	$	—	$	—


Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs

January 1, 2022 - January 31, 2022	—	$	—	—	—
February 1, 2022 - February 28, 2022	—	$	—	—	—
March 1, 2022 - March 31, 2022 (1)	66,348	$	3.33	—	—

Total	66,348	$	3.33	—	—