0001506929falsetruefalseNon-accelerated Filer28236430.0015000000000000010000000000122134658691955535471510658577399324974670000100000001873140000there were one (1) and two (2) customers respectively whose revenue exceeded 10% of the revenue there were one (1) and two (2) vendors whose cost of revenue exceeded 10% of the cost of revenuethere were one (1) single customer respectively whose revenue exceeded 10% of the revenue100000010000007000001000000350000The term of the Bava Employment Agreement will remain effective until September 30, 2027the Company for service period from September 3, 2024 to September 2, 2025the Company for service period from May 1, 2025 to April 30, 2026, as part of the compensation package in the Director Appointment Agreement that the Company entered into with Karl Strahl on May 1, 2025the Company for service period from May 1, 2025 to April 30, 2026, as part of the compensation package in the Director Appointment Agreement that the Company entered into with Karl Strahl on May 1, 2025the Company for service period from September 3, 2024 to September 2, 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As filed with the U.S. Securities and Exchange Commission on December 23, 2025.

Registration No. 333-[●]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

FORM S-1

____________________

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

VERDE RESOURCES, INC. (Exact name of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)

Nevada

2950

32-0457838

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification No.)

~~Nevada~~8112 Maryland Avenue, Suite 400

~~(State~~St. orLouis, ~~other~~MO ~~jurisdiction of incorporation or organization)~~63105

~~1040~~(314) 530-9071

(~~Primary~~Address, ~~Standard~~including ~~Industrial~~zip ~~Classification~~code, ~~Code~~and ~~Number~~telephone number, including area code, of registrant’s principal executive offices)

~~27-2448672~~____________________

~~(I.R.S.~~Jack ~~Employer Identification Number)~~Wong

~~905~~Chief ~~Venture~~Executive ~~Way~~Officer

~~Mill~~Verde ~~Valley~~Resources, ~~CA, 94941~~Inc.

~~Telephone: (415)~~8112 ~~860-5192~~Maryland Avenue, Suite 400

~~(Address,~~St. ~~including zip code~~Louis, ~~and~~MO ~~telephone number,~~63105

~~including~~Tel: ~~area code, of registrant’s principal executive offices~~(314) 530-9071

~~James~~(Name, B.address, ~~Parsons~~including zip code, and telephone number, including area code, of agent for service)

~~Parsons/Burnett/Bjordahl/Hume LLP~~____________________

~~1850~~Copies ~~Skyline Tower~~to:

~~10900~~Richard NEI. ~~4th~~Anslow, ~~Street~~Esq.Lawrence A. Rosenbloom, Esq.Ellenoff Grossman & Schole LLP1345 Avenue of the AmericasNew York, New York 10105Phone: (212) 370-1300Fax: (212) 370-7889 Faith L. Charles, Esq.Thompson Hine LLP 300 Madison Avenue, 27th FloorNew York, New York 10017Phone: (212) 344-5680Fax: (212) 344-6101

~~Bellevue,~~ Approximate WAdate ~~98004~~of commencement of proposed sale to the public:

~~Tel:~~As ~~(425)~~soon ~~451-8036 Fax: (425)~~as ~~451-8568~~practicable after the effective date hereof.

~~(Name, address, including zip code, and telephone number,~~ _________________

~~including~~If ~~area~~any ~~code,~~of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of ~~agent~~1933, ~~for service)~~check the following box. ☒

AsIf ~~soon~~this asForm ~~practicable~~is ~~after~~filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement ~~becomes~~number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(~~Approximate~~c) ~~date~~under ofthe ~~commencement~~Securities Act, check the following box and list the Securities Act registration statement number of ~~proposed~~the ~~sale~~earlier toeffective registration statement for the ~~public)~~ same offering. ☐

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IfIndicate ~~this~~by ~~Form~~check ismark ~~filed~~whether tothe ~~register additional~~registrant ~~securities~~is ~~for~~a large accelerated filer, an ~~offering~~accelerated ~~pursuant~~filer, toa ~~Rule~~non-accelerated ~~462(b)~~filer, ~~under~~smaller ~~the Securities~~reporting ~~Act~~company, ~~please~~or ~~check~~an emerging growth company. See the ~~following~~definitions ~~box~~of ~~and~~“large, ~~list~~accelerated ~~the~~filer,” ~~Securities~~“accelerated ~~Act registration~~filer,” ~~statement~~and ~~number~~“smaller ofreporting ~~the~~company,” ~~earlier~~and ~~effective~~“emerging ~~registration~~growth ~~statement for~~company” in Rule 12b-2 of the ~~same~~Exchange ~~offering~~Act. ~~[ ]~~

~~If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act~~Large, ~~check~~accelerated ~~the following~~filer ~~box~~☐ ~~and~~Accelerated ~~list~~filer ~~the~~☐ ~~Securities~~Non-accelerated ~~Act~~filer ~~registration~~☒ ~~statement~~Smaller ~~number~~reporting ofcompany ~~the earlier~~☒ ~~effective~~Emerging ~~registration~~growth ~~statement~~company ~~for the same offering [ ]~~☐

If ~~this~~an ~~Form~~emerging isgrowth acompany, ~~post-effective amendment~~indicate ~~filed~~by ~~pursuant~~check tomark ~~Rule~~if ~~462(d)~~the ~~under~~registrant ~~the~~has ~~Securities~~elected ~~Act,~~not ~~check~~to use the ~~following~~ ~~box~~extended ~~and~~transition ~~list~~period ~~the~~for ~~Securities~~complying ~~Act~~with ~~registration~~any ~~statement~~new ~~number~~or ofrevised ~~the earlier~~financial ~~effective~~accounting ~~registration~~standards ~~statement~~provided ~~for~~pursuant to Section 7(a)(2)(B) of the ~~same~~Securities ~~offering~~Act. ~~[ ]~~ ☐

~~Indicate~~The byregistrant ~~check~~hereby ~~mark~~amends ~~whether~~ this registration statement on such date or dates as may be necessary to delay its effective date until the registrant isshall file a ~~large~~further ~~accelerated~~amendment ~~filer,~~which anspecifically ~~accelerated~~states ~~filer,~~that ~~a non-accelerated~~this ~~filer,~~registration orstatement ashall ~~smaller~~thereafter ~~reporting~~become ~~company. See~~effective ~~definitions~~in accordance with Section 8(a) of ~~“large~~ ~~accelerated~~the ~~filer~~Securities Act of 1933,” ~~“accelerated~~as ~~filer~~amended,” ~~and~~or ~~“smaller~~until ~~reporting~~the ~~company” in~~registration ~~Rule~~statement ~~12b-2~~shall ofbecome effective on such date as the Securities and Exchange ~~Act. (Check~~Commission, ~~one~~acting pursuant to said Section 8(a):, may determine.

~~Large accelerated~~The ~~filer~~information contained in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

~~[ ]~~PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED DECEMBER 23, 2025

~~Accelerated filer~~[●] Shares of Common Stock

Underwriter Warrants to Purchase up to [ ●] Shares of Common Stock

~~Non-accelerated filer~~[●] Shares of Common Stock Underlying the Underwriter Warrants

This is a firm commitment underwritten public offering of shares of common stock, par value $0.001 per share, of Verde Resources, Inc. (“we,” “us,” “our,” the “Company” or “Verde”). We are offering [ ●] shares of our common stock at an assumed offering price of $[●] per share, (representing the closing price of our common stock on December 18, 2025, after giving effect to our proposed Reverse Stock Split in a ratio of 1-for-[●], as described elsewhere in this prospectus).

~~Smaller reporting~~Our ~~company~~common stock is quoted on the OTCQB Venture Market operated by OTC Markets Group, Inc. (the “OTCQB”), under the ticker symbol “VRDR.” On December 18, 2025, the last reported price of our common stock was $0.0489 per share (or $[●] after giving effect to the Reverse Stock Split (as defined below) at a ratio of 1-for-[●]). There is a limited public trading market for our common stock. We have applied to list our common stock on The Nasdaq Capital Market (“Nasdaq”) under the symbol “VRDR”. We believe that upon completion of this offering contemplated by this prospectus, we will meet the standards for listing on Nasdaq. No assurance can be given that our application will be approved, and this offering will not proceed unless such application is approved.

~~[X]~~The offering price of our shares of common stock in this offering will be determined between us and the underwriter of this offering at the time of pricing, considering our historical performance and capital structure, prevailing market prices and conditions (including as a result of the implementation of the Reverse Stock Split), and overall assessment of our business, and may be at a discount to the current market price. Therefore, the recent market price of our common stock and the public offering price of the common stock used throughout this prospectus for this offering may not be indicative of the actual offering price for the shares of common stock.

~~Calculation~~In order to meet Nasdaq’s minimum bid price for listing in connection with this offering, we will need to effect a reverse stock split of ~~Registration Fee~~our common stock prior to the consummation of this offering, which we anticipate will be in the range of 1-for-[●] to 1-for-[●] (the “Reverse Stock Split”). The final ratio of the Reverse Stock Split will be determined by our board of directors in its discretion. For illustration purposes, the share and per share information in this prospectus reflects a Reverse Stock Split of the authorized and outstanding common stock at a ratio of 1-for-[●], the mid-point of the Reverse Stock Split range described above. The Reverse Stock Split may adversely effect the price of our common stock and, therefore, the valuation of our common stock sold in this offering.

Title of each Class of Securities to be Registered		Amount to be Registered	Proposed Maximum Offering Price Per Unit (2)	Proposed Maximum Aggregate Offering Price (3)	Amount of Registration Fee (1)
Common Stock $0.001 par value to be sold by the Company		2,000,000	$0.04	$80,000	$5.70

We are a “smaller reporting company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and have elected to comply with certain reduced public company reporting requirements. See “Prospectus Summary — Implications of Being a Smaller Reporting Company.”

~~(1)Registration~~Investing ~~Fee~~in ~~has~~our ~~been~~common ~~paid~~stock ~~via~~is ~~Fedwire~~speculative and involves significant risks. You should read the section entitled “Risk Factors” beginning on page 14 of this prospectus for a discussion of information that should be considered before investing in our common stock.

~~(2)~~Neither ~~This~~the isSecurities ~~the~~and ~~initial~~Exchange ~~offering~~Commission ~~and~~nor noany ~~current~~state ~~trading market~~securities ~~exists~~commission ~~for~~has ~~our~~approved ~~common~~or ~~stock.~~disapproved ~~The~~of ~~price~~these ~~paid~~securities ~~for~~or ~~the~~passed ~~currently~~upon ~~issued~~the ~~and outstanding~~adequacy ~~common~~or ~~stock~~accuracy ~~was~~of $0this prospectus.01 ~~per~~Any ~~share~~representation ~~for~~to ~~2,500,000~~the ~~shares~~contrary is a criminal offense.

(3) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 of the Securities Act.

	Per Share	Total
Public offering price	$	$
Underwriting discounts and commissions⁽¹⁾⁽²⁾	$	$
Proceeds to us, before expenses	$	$

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such section 8(a), may determine.____________

Neither the Securities Exchange Commission nor any state securities commissions have approved or disapproved of these securities or passed upon the adequacy of the Prospectus. Any representation to the contrary is a criminal offense.

(1)

Represents underwriting discount and commissions equal to eight percent (8%) of the public offering price.

(2)

Does not include the reimbursement of certain expenses of the underwriters. In addition, we have agreed to issue upon the closing of this offering, compensation warrants to Maxim Group LLC, exercisable for a period of five years from the commencement date of sales in this offering entitling Maxim Group LLC to purchase up to five percent (5%) of the number of shares sold in this offering at a per share exercise price equal to 110% of the public offering price. The registration statement of which this prospectus is a part also covers such warrants and the shares issuable upon the exercise thereof. For a description of the other terms of compensation to be received by the underwriters, see “Underwriting.”

~~PROSPECTUS~~Maxim Group LLC (“Maxim”) is acting as the sole bookrunning manager of this offering. We have granted Maxim a 45-day option to purchase up to [●] additional shares of common stock on the same terms as other shares being purchased by Maxim from us, solely to cover over-allotments, if any (such shares not to exceed, in the aggregate, 15% of the shares offered hereby). If Maxim exercises the option in full, the total underwriting discounts and commissions payable by us will be $[●], and the total proceeds to us, before expenses, will be $[●].

~~VERDE RESOURCES~~The underwriters expect to deliver the shares on or about , ~~INC~~2026.

~~2,000,000~~Sole ~~Shares~~Bookrunning ~~of Common Stock~~Manager

~~$0.04 per~~Maxim ~~share~~Group LLC

~~Date~~ The date of ~~Prospectus:~~this ~~Subject~~prospectus tois ~~Completion~~, 2026.

Before this offering, there has been no public market for the common stock. Assuming we raise the minimum amount in this offering, we will attempt to have the shares quoted on the Bulletin Board operated by the National Association of Securities Dealers, Inc. There is no assurance that the shares will ever be quoted on the Bulletin Board. To be quoted on the Bulletin Board, a market maker must apply to make a market in our common stock. As of the date of this Prospectus we have not made any arrangement with any market makers to quote our shares.

This is our initial public offering (the “Offering”). We are registering a total of 2,000,000 shares (the “Shares”) of our common stock. Of the Shares offered by the Company, there is no minimum number of shares required to be purchased by each investor. The Offering is being made on a self-underwritten, “best efforts” basis. The Shares will be sold on our behalf by our directors, Stephen Spalding and Michael Stiege. They will not receive any commissions or proceeds from the Offering for selling the Shares on our behalf. All of the Shares being registered for sale by the Company will be sold at a price per share of $0.04 for the duration of the Offering.

There is no minimum amount we are required to raise from the Shares being offered by the Company and any funds received will be immediately available to us. The Shares being offered by the Company will be offered for a period of two hundred and seventy (270) days from the original effective date of this Prospectus.

Verde Resources, Inc. is an exploration stage company and currently has no active business operations. Any investment in the Shares offered herein involves a high degree of risk. You should only purchase Shares if you can afford a complete loss of your investment. Our independent auditors have issued an audit opinion for Verde which includes a statement expressing substantial doubt as to our ability to continue as a going concern.

BEFORE INVESTING, YOU SHOULD CAREFULLY READ THIS PROSPECTUS AND, PARTICULARLY, THE RISK FACTORS SECTION, BEGINNING ON PAGE 7.

Neither the U.S. Securities and Exchange Commission (“SEC”) nor any state securities division has approved or disapproved these securities, or determined if this Prospectus is current, complete, truthful, or accurate. Any representation to the contrary is a criminal offense.

The information in this Prospectus is not complete and may be changed. We will not sell these securities until the registration statement filed with the SEC is effective. This Prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted.

TABLE OF CONTENTS

Summary Of Prospectus

Cautionary Note Regarding Forward-Looking Statements		2
About This Prospectus		4
Industry and Market Data		4
Prospectus Summary		5
Risk Factors		14
Use of Proceeds		32
Market for Common Equity and Related Shareholder Matters		33
Dividend Policy		34
Capitalization		34
Dilution		35
Management’s Discussion and Analysis of Financial Condition and Results Of Operation		36
Industry
Business		51
Management		67
Executive Compensation		71
Security Ownership of Principal Shareholders and Management		75
Certain Relationships and Related Party Transactions		76
Description of Securities		77
Shares Eligible for Future Sale		80
Material U.S. Federal Income Tax Consequences		81
Underwriting		84
Legal Matters		90
Experts		90
Where You Can Find More Information		90
Index to Financial Statements		F-1

3Through and including , 2026 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in the offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

~~General Information~~1 ~~About~~Table ~~Our~~of ~~Company~~Contents

3CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

The ~~Offering~~ information in this prospectus contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts contained in this prospectus are “forward-looking statements” for purposes of federal and state securities laws, including statements regarding our expectations and projections regarding future developments, operations and financial conditions, and the anticipated impact of our acquisitions, business strategy, and strategic priorities. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

4In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. The forward-looking statements in this prospectus are only predictions and are based largely on our current expectations and projections about future events and financial trends that we reasonably believe may affect our business, financial condition, and results of operations. These forward-looking statements speak only as of the date of this prospectus and are subject to known and unknown risks, uncertainties, and assumptions. Although we believe the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties.

~~Risk Factors~~2 Table of Contents

5Accordingly, you are cautioned not to place undue reliance on forward-looking statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether because of any new information, future events, changed circumstances or otherwise. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, those summarized below:

~~Risks Associated~~· ~~With~~our ~~Verde~~ability ~~Resources~~to establish and implement our business plan and begin to generate revenues, including through our licensing model strategy in conjunction with key commercial partners like Ergon Asphalt & Emulsions, Inc. (“Ergon”); · our expectations about the anticipated benefits of our licensing and distribution model strategy and our relationship with Ergon; · the expected benefits of our proprietary road construction materials, including the cold mix biochar asphalt emulsifying agent we have licensed to Ergon for use in its products in North America; · our ability to generate and monetize carbon renewal credits utilizing our technology and products; · our ability to effectively compete in our industry and execute on our business plan; · the impact of governmental laws and regulation, and our ability to comply with new regulations and compliance requirements that affect our business; · our ability to effectively scale our operations in North America and other regions, either on our own or through third-party collaborators like Ergon and others; · our ability to adequately market our products and services, and to develop additional products and product offerings; · our ability to successfully expand our operations into foreign markets; · assumptions related to the size of the market for our products and solutions; · our future capital needs and our ability to raise additional capital; · our ability to expand our licensing and distribution model to third parties beyond Ergon; · our ability to expand our revenue streams beyond our licensing and distribution model; · difficulties with certain licensees (such as Ergon), licensors from whom we have the rights to key intellectual property, or other third parties upon which we rely; · our ability to attract, develop, and retain capable key personnel; · our ability to protect our intellectual property (including our trade secrets) or manage threats posed by breaches of security; and · the other risks identified in this prospectus including, without limitation, those under “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Business” as such factors may be updated from time to time in our other filings with the SEC.

5The foregoing does not represent an exhaustive list of matters that may be covered by the forward-looking statements contained herein or risk factors that we are faced with. Forward-looking statements necessarily involve risks and uncertainties, and our actual results could differ materially from those anticipated in the forward-looking statements due to a number of factors, including those set forth above under “Risk Factors” and elsewhere in this prospectus. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained above and throughout this prospectus. Prior to investing in our common stock, you should read this prospectus and the documents we have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we currently expect.

~~Risks Associated~~3 ~~With~~Table ~~This~~of ~~Offering~~Contents

8ABOUT THIS PROSPECTUS

~~Use Of~~You ~~Proceeds~~should rely only on the information contained in or incorporated by reference in this prospectus. Neither we nor Maxim has authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it.

11You should not assume that the information contained in this prospectus, or any document incorporated by reference in this prospectus, is accurate as of any date other than the date on the front cover of the applicable document. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock. Neither the delivery of this prospectus nor any distribution of securities in accordance with this prospectus shall, under any circumstances, imply that there has been no change in the information set forth or incorporated by reference into this prospectus or in our affairs since the date of this prospectus. Our business, financial condition, operating results and prospects may have changed since that date. Information contained on our website, or any other website operated by us, is not part of this prospectus.

~~Determination Of~~Before ~~Offering~~purchasing ~~Price~~any securities, you should carefully read both this prospectus, together with the additional information described under the heading “Where You Can Find More Information” in this prospectus.

13INDUSTRY AND MARKET DATA

~~Dilution~~This prospectus includes industry data and forecasts that we obtained from industry publications and surveys, public filings, and internal company sources. Statements as to our market estimates are based on independent industry publications, government publications, third-party forecasts and management’s good faith estimates and assumptions about our markets and our internal research. Although we believe our internal company research and estimates are reliable, such research and estimates have not been verified by any independent source. This data involves risks and uncertainties and is subject to change based on various factors, including those discussed under the headings “Risk Factors” and “Cautionary Note Regarding Forward Looking Statements” in this prospectus.

134 Table of Contents

Plan Of Distribution

PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus, but it does not contain all of the information that you may consider important in making your investment decision. You should read the entire prospectus carefully, including the section entitled “Risk Factors” in this prospectus, the financial statements and the notes to the financial statements included elsewhere in this prospectus. Unless the context indicates otherwise, all share and per share numbers shown in this prospectus give effect to a planned reverse stock split which we anticipate will be in the range of 1-for-[●] to 1-for-[●] (the “Reverse Stock Split”) and which we expect to effect before the registration statement in relation to this offering is declared effective. The final ratio of the Reverse Stock Split will be determined by our board of directors in its discretion. For illustration purposes, the share and per share information in this prospectus reflects a Reverse Stock Split of the authorized and outstanding common stock at a ratio of 1-for-[●], the mid-point of the Reverse Stock Split range described above. Overview We are a road construction and building materials company offering proprietary, environmentally sustainable materials and seeking to redefine our industry with a clear mission: *enabling the #TransitiontoZero™.* Our proprietary product *BioAsphalt™* incorporates *biochar, a powerful carbon sequestering material, into infrastructure with the goal of reducing emissions, improving performance, and lowering overall costs. We also offer a licensed proprietary cold mix biochar asphalt emulsifying agent, which we call “Verde V24”. Further, we expect to generate revenues from the generation by our products, and our subsequent sale, of carbon removal credits. We believe our proprietary products, know-how and business plan place us at the forefront of sustainable innovation in the construction and building materials sector, an industry we believe is long overdue for transformation. Our strategic roadmap for achieving net-zero emissions—what we call the Verde Net Zero Blueprint*—has achieved the following significant milestones:
	●	The issuance to our company in April 2025 of the world’s first carbon removal credit from asphalt production and application, certified by Puro.earth, the leading global registry for engineered carbon removal.

	●	Technological validation of our BioAsphalt™ by NCAT, including receipt of preliminary performance results from NCAT in July 2025 that demonstrated consistent durability, particularly under low-volume roadway conditions. Most recently, in September 2025, NCAT’s latest evaluation of our cold recycling mix using 100% reclaimed asphalt pavement (“RAP”) from laboratory testing demonstrated that our cold-recycled mix not only meets but exceeds industry specifications for cold-recycled asphalt. These results showed superior cohesion, high tensile strength ratio (“TSR”), and retained stability compared to standard cold mix benchmarks, validating its strength, durability, and moisture resistance.
Our Verde Net Zero Blueprint is comprised of our portfolio of validated technologies that enable the production of sustainable infrastructure materials with the integrated ability to generate certified carbon removal credits. This positions carbon sequestration not just as an environmental co-benefit, but as a monetizable feature embedded in our business plan.

145 Table of Contents

Description Of Securities To Be Registered

As the rise of artificial intelligence accelerates data center energy consumption, which is now projected to account for a growing share of global electricity use, enterprises worldwide are facing increasing pressure to offset their carbon footprints. This is driving up demand for high-integrity, verifiable carbon credits. Our model presents a novel combination of infrastructure performance with measurable climate impact, establishing us as a first mover in scalable Net Zero solutions, which we believe positions us well to meet the demands of a rapidly decarbonizing, carbon-constrained economy. With key third-party validations from groups such as NCAT and Puro.earth in place, we are now focused on commercializing our solutions in the United States, our most strategic market. To this end, we recently entered into an exclusive licensing agreement with Ergon, an industry leader in asphalt innovation and supply and one of the largest liquid asphalt and emulsion marketers in North America, for the production of asphalt surface course material containing our proprietary solution across North America. As our domestic operations scale through Ergon, we plan to license the Verde Net Zero Blueprint globally, targeting infrastructure and materials companies in countries aligned with the Paris Climate Agreement and pursuing Net Zero by 2050. We plan to expand operations and generate and grow revenue over the next twelve (12) months primarily through marketing and selling our proprietary road technologies through Ergon exclusively in North America, with an initial focus on the United States. Production planning of our materials has already commenced, with distribution anticipated to occur through the Ergon’s established sales channels, reaching asphalt mixing plants across the United States, Canada and Mexico for blending and placement. Embedding our technology into Ergon’s nationwide business footprint would enable immediate scalability and near-term revenue generation. We believe our asset light business model enables scalable growth while minimizing capital intensity, creating recurring revenue streams through licensing, sales, royalties, carbon monetization, and strategic partnerships. We operate through our primary U.S. subsidiary, Verde Renewables, headquartered in St. Louis, Missouri. Our Competitive Strengths Despite the competitive nature of our industry and the relatively small size of our company, we believe we have certain competitive advantages, and we believe we will be able to capture a good market share through the following:

	·	Scalable Licensing Model: We operate a global licensing model that enables building materials companies to integrate our proprietary technologies into their existing operations. We believe this capital-light approach will enable us to scale quickly with our licensees undertaking the costs of manufacturing and installation. We took the first step on implementing our scalable licensing model through our entry into our exclusive license agreement with Ergon, and we plan to expand our geographic coverage by working with companies similarly situated to Ergon with established infrastructure and market access in specified regions, such as Ergon in the United States, Canada and Mexico (see “Business – Ergon License” below). By doing so, we expect to accelerate adoption of our products, expand our impact, and enable the local generation of carbon-negative materials and credits. Freed from production, we can focus on innovation, while our licensees focus on regulatory alignment and customer fit in their respective markets.

	·	Next-Generation Road Technologies: Our products have been tested and shown to be more durable, cost-effective, and environmentally friendly than traditional hot mix asphalt for surface courses and cement- or lime-based methods for soil stabilization. We hold the exclusive North American license for Verde 24 through a Joint Development Agreement, dated May 19, 2025, and related addendum thereto, dated October 8, 2025 (collectively, the “C-Twelve Agreement”) with C-Twelve Pty Ltd, an Australian corporation (“C-Twelve”). The C-Twelve Agreement grants us the exclusive license to utilize Verde 24 and related biochar asphalt mixed designs for the production and commercialization of asphalt surfacing-related products, along with a first right of refusal to extend the exclusive license to other countries and territories.

	·	Carbon Impact: Our products can help contractors and infrastructure companies reduce their Scope 1 emissions (direct GHG emissions), Scope 2 emissions (indirect GHG emissions from the generation of energy that an organization consumes), and Scope 3 emissions (indirect GHG emissions that occur throughout an organization’s value chain as a result of its activities), enabling a path toward net-zero operations. Compared to traditional hot-mix asphalt products, our cold-mix biochar asphalt produces fewer emissions by eliminating high-temperature processing and requiring less electricity during manufacturing, being fully recyclable, and taking advantage of local and low-carbon sourcing of raw material inputs.

14· Carbon Credit Generation: Unlike traditional materials, our solutions enable the creation of verified carbon removal credits, opening new revenue streams for our partners and their customers while helping them meet Environmental, Social, and Governance (“ESG”) and Net Zero goals. · Integrated Model: We combine proprietary building material technologies with carbon credit generation, offering both product and environmental value. · Verified Carbon Removal: Our use of biochar enables the generation of third-party certified carbon removal credits, backed by measurable data. · Policy and ESG Alignment: Our solution aligns with global Net Zero targets, Scope 1-3 emissions reductions, and climate-resilient procurement policies. · First-Mover Positioning: We are among the first to successfully commercialize asphalt-integrated biochar with verified carbon credits in the United States.

~~Common Stock~~6 Table of Contents

Our Growth Strategies While the market in which we operate is highly competitive, we believe in our competitive advantages. We are focusing on the following strategies to further expand our horizons and fuel further growth:

	·	Commercial Licensing: Now that we have entered into the Ergon License which covers the United States, Canada, and Mexico, we plan to foster similar strategic relationships with national and regional infrastructure companies globally to license our asphalt formulations and biochar technologies.

	·	Biochar Supply Network: Expand a decentralized supply chain of biochar processors through IP licensing and offtake agreements.

	·	Carbon Credit Monetization: Scale the generation and sale of carbon removal credits through verified methodologies and corporate buyers.

	·	Geographic and Market Expansion: Grow our presence across North America and Southeast Asia by leveraging early success and demand from infrastructure owners, and seek to expand into new markets such as national security and defense-related applications for our products.

Our Services and Products
We license two core proprietary technologies that form the foundation of our carbon-integrated road system:

	·	Cold Mix Biochar Asphalt - We currently maintain proprietary rights to the key technology we use, Verde V24, which is used in our cold mix biochar asphalt mix design. Our cold mix asphalt is a surface course engineered with biochar, a stable form of carbon derived from organic waste, and formulated with a proprietary emulsifying agent, Verde V24, that enables the creation of a specialized emulsion, facilitating a strong bond between the carbon and aggregate. Unlike traditional hot mix asphalt, which requires high temperatures and generates significant greenhouse gas emissions during production and application, our solution is applied at ambient temperature and activated with water, eliminating the need for heat or solvents. It is durable, cost-effective, and suitable for year-round use, including in cold-weather climates. The material has been independently validated, including through trials at the NCAT, confirming its performance under real-world conditions. In July 2025, we received encouraging preliminary performance results from NCAT. After approximately 50,000 equivalent single-axle loads of heavy truck traffic, the asphalt surface remained flexible and demonstrated consistent durability, particularly under low-volume roadway conditions. Importantly, it is the first carbon-sequestering asphalt surface course to maintain competitive strength and flexibility for road applications and to enable the issuance of verified carbon removal credits, positioning it as a breakthrough in both sustainable infrastructure and climate mitigation. In September 2025, NCAT’s latest evaluation of Verde’s cold recycling mix using 100% RAP further validated the testing results of our proprietary formulation. Laboratory testing conducted in accordance with ASTM D6927 (Marshall Stability and Flow), ASTM D6931 (Indirect Tensile Strength), and AASHTO T283 (Moisture Susceptibility) demonstrated that Verde’s cold-recycled mix not only meets but exceeds industry specifications for cold-recycled asphalt. Results showed superior cohesion, high TSR, and retained stability compared to standard cold mix benchmarks, validating its strength, durability, and moisture resistance. Together, we believe these findings reinforce the scalability and commercial readiness of our cold mix biochar asphalt as a next-generation, carbon-sequestering pavement solution, offering a credible and practical alternative to conventional road construction materials and application methods.

	·	TerraZyme Enzyme-Based Soil Stabilization - TerraZyme is a proprietary enzyme-based catalyst engineered to improve the strength, durability, and moisture resistance of native soils, serving as a sustainable alternative for road base preparation, subgrade stabilization, and erosion control. The enzyme works by catalyzing a natural reaction in clay-bearing soils, breaking down organic material and rearranging soil particles into a more tightly bonded structure. This reaction reduces permeability, minimizes swelling, and significantly enhances load-bearing capacity without the need for imported aggregates or traditional binders. Conventional stabilization methods typically rely on cement, lime, or other chemical additives, which are not only costly and labor-intensive but also carbon-intensive in both production and application. By contrast, TerraZyme is a low-emission, cost-effective, and rapidly deployable solution that requires less equipment and labor while delivering superior long-term performance and carbon reduction. Its liquid form allows for easy on-site mixing with water and application using standard equipment, followed by compaction. TerraZyme is also well-suited for rural or remote areas, resource-constrained regions, or developing markets where access to aggregates is limited or prohibitively expensive. It is a key component of our broader mission to deliver climate-smart infrastructure solutions worldwide. We currently have access to the TerraZyme enzyme through a Memorandum of Understanding (the “NPI MOU”) with Nature Plus Inc. (“NPI) which is effective until December 2026. We are currently in negotiations with NPI for a definitive agreement that would contain an exclusive worldwide license for TerraZyme.

~~Preferred Stock~~7 Table of Contents

Recent Developments Planned Reverse Stock Split Our board of directors will determine the final ratio of our planned Reverse Stock Split. For illustration purposes only, we have assumed that we will implement a reverse stock split of our issued and outstanding shares of common stock at a ratio of 1-for-[●]. However, depending on market conditions, at the sole discretion of our board of directors, the final Reverse Stock Split ratio may be greater or less than 1-for-[●]. Fractional shares will not be issued as a result of the Reverse Stock Split, and the final number of shares will be rounded up to the next whole share. Addendum to C-Twelve Agreement Effective October 8, 2025, we and C-Twelve entered into the an addendum to the C-Twelve Agreement pursuant to which (i) C-Twelve approved our entry into the Ergon License (as defined below), (ii) the exclusive territory granted to us under the C-Twelve Agreement is expanded to comprise the United States (including all states, territories, and regions thereof), Canada and Mexico, (iii) we agreed to pay an additional $1 million in exclusive licensing fees for the expanded territories of Canada and Mexico, which shall be paid concurrently with a $2 million loan we agreed to provide C-Twelve pursuant to the C-Twelve Agreement (the “C-Twelve Loan”) and (iv) we agreed to a potential conditional fee payment to C-Twelve in 2027 based on agreed minimum amounts of liters of Verde V24 which we may purchase from C-Twelve. We are required to fund the C-Twelve Loan and the additional $1 million fee to C-Twelve (the proceeds of which are expected to be used by C-Twelve in part to enhance its Verde V24 manufacturing capability) within thirty (30) days of closing of a transaction in which our common stock becomes listed on a U.S. national exchange, provided that if such funding is not achieved by July 31, 2026, C-Twelve shall have the right, on ten (10) business days’ notice, to hold us in breach of the C-Twelve Agreement. The proceeds from the offering contemplated by this prospectus will be used in part to fund the C-Twelve Loan and $1 million license fee to C-Twelve. Ergon License On October 10, 2025, Verde Renewables, Inc., our wholly owned subsidiary (“Verde Renewables”), entered into a ten year license agreement with Ergon (the “Ergon License”), pursuant to which we have granted Ergon an exclusive, non-transferable license to use, manufacture, commercialize, market, sell and distribute any product that contains or is manufactured or formed by Ergon using our proprietary Verde V24 cold mix biochar asphalt emulsifying agent in the United States (including its territories), Canada and Mexico, in exchange for Ergon agreeing to purchase Verde V24 from us at a fixed price (which is inclusive of all fees associated with the license, but subject to consumer price index adjustments) for use in Ergon’s asphalt road materials products. The Ergon License provides for an initial fifteen (15) month “go-to-market period”, during which there will be no minimum purchase requirements for Ergon’s purchases of Verde V24. For each calendar year beginning January 1, 2027, Ergon has agreed to negotiate with us in good faith towards the establishment of possible minimum purchase amounts based on certain customary factors. We have also agreed with Ergon that if minimum purchase amounts are agreed to for any given calendar year, we and Ergon will agree in good faith to new minimum purchase amounts for each subsequent year, subject to consideration of customary factors. We also agreed to provide Ergon with forty percent (40%) of its share of the carbon removal credits generated from the mixing of the final carbon sequestering BioAsphalt™ surface material, subject to certain conditions. Ergon Private Placement On October 31, 2025, we entered into a securities purchase agreement (the “Ergon Purchase Agreement”) with Ergon, pursuant to which Ergon purchased a total of 24,943,876 shares (the “Ergon Shares”) of our common stock and a warrant (the “Ergon Warrant”) to purchase 24,943,876 shares of our common stock (the “Warrant Shares”), at a combined purchase price of $0.08018 per share (the “Ergon Offering Price”), which represented a five percent (5%) discount to the volume-weighted average price of our common stock for the thirty (30) trading days immediately preceding October 31, 2025, the closing date of the offering of the Ergon Shares and Ergon Warrant by us to Ergon (the “Ergon Private Placement”). We received gross proceeds of $2 million from the Ergon Private Placement, excluding proceeds, if any, from the exercise of the Ergon Warrant. We intend to use the proceeds of the Ergon Private Placement for working capital and general corporate purposes.

~~Non-Cumulative Voting~~8 Table of Contents

15Listing on Nasdaq Our common stock is currently quoted on the OTCQB under the symbol “VRDR.” In connection with this offering, we have applied to list our common stock on Nasdaq under the symbol “VRDR.” If our listing application is approved, we expect to list our common stock on Nasdaq upon consummation of this offering, at which point our common stock will cease to be traded on the OTCQB. No assurance can be given that our listing application will be approved. The listing requirements of Nasdaq include, among other things, a minimum stock price threshold of $4.00 per share. As a result, prior to effectiveness, we will need to take the necessary steps to meet the listing requirements of Nasdaq, including effecting the Reverse Stock Split. Such Reverse Stock Split may also adversely affect the price of our common stock and, therefore, the valuation of our common stock sold in this offering. There can be no assurance that our common stock will be listed on Nasdaq, and this offering is contingent on such listing being approved by Nasdaq. Implications of Being a Smaller Reporting Company We are a “smaller reporting company” as defined in Rule 12b-2 of the Exchange Act, and have elected to take advantage of certain of the scaled disclosure available for smaller reporting companies. We will remain a smaller reporting company until the end of the fiscal year in which (1) we have a public common equity float of more than $250 million, or (2) we have annual revenues for the most recently completed fiscal year of more than $100 million or a public float of more than $700 million as of the most recently completed second fiscal quarter. We also would not be eligible for status as a smaller reporting company if we become an investment company, an asset-backed issuer or a majority-owned subsidiary of a parent company that is not a smaller reporting company. We have elected to take advantage of certain of the reduced disclosure obligations in the registration statement of which this prospectus is a part and may elect to take advantage of other reduced reporting requirements in future filings. As a result, the information that we provide to our shareholders may be different from what you might receive from other public reporting companies in which you hold equity interests.

Dividend Policy

Corporate Information We were incorporated under the laws of the State of Nevada on April 22, 2010. Our principal executive office is located at 8112 Maryland Avenue, Suite 400, St. Louis, Missouri, 63105, and our telephone number is (314) 530-9071. Our website is www.verderesources.com. Information contained on, or available through, our website does not constitute part of, and is not deemed incorporated by reference into, this prospectus, and investors should not rely on such information in deciding whether to purchase shares of our common stock. Summary of Risk Factors *Investing in our common stock is speculative and involves significant risks. We urge you to read “Risk Factors” and this prospectus in full. Our principal risks include, but are not limited to, the following: Risks Related to Our Business and Industry*

	·	Our current business has a limited operating history, and we continue to refine our business model, which makes it difficult to evaluate and compare our past performance with future prospects. Therefore, it is difficult to assess our ability to generate future revenue and earnings.

	·	We have a history of operating losses and may never achieve cash flow positive or profitable results of operations.

	·	We are dependent on third-party licensees and the inability to perform by, or loss of, these licensees would have a material adverse effect on our business, financial condition and results of operations.

	·	We face revenue concentration risk due to reliance on Ergon as a single key customer.

	·	We will depend upon a select number of customers for a significant portion of our revenue for the foreseeable future. Any failure or delay in payments by these customers would have a material adverse effect on our revenues and financial condition.

	·	Our future operating results are difficult to predict and may vary significantly from quarter to quarter, which may adversely affect the price of our common stock.

	·	We may not enter into an exclusive license agreement with Nature Plus Inc for the TerraZyme technology.

	·	We and our licensees may be unable to respond in a timely and cost-effective manner to changes in consumer preferences.

	·	We are dependent on certain key personnel and loss of these key personnel could have a material adverse effect on our business, financial condition and results of operations.

	·	We may not be able to protect our proprietary technology and may become subject to intellectual property claims or litigation.

	·	We face the risk of product liability claims that could be expensive, divert management’s attention and harm our reputation and business.

159 Table of Contents

~~Terms Of~~· The inability to obtain raw materials from suppliers in a timely manner would adversely affect our and our licensees’ ability to offer our products. · We will need to raise capital to satisfy our capital needs and grow our company. Future capital needs will require us to sell additional equity or debt securities that will dilute or subordinate the rights of our common stockholders, and our inability to raise capital when needed could cause our business to fail. · We contract with third parties for the manufacture of our low-carbon asphalt products and expect to continue to do so for additional years. This reliance on third parties increases the risk that we will not have sufficient quality and quantities of products or such quantities at an acceptable cost, which could delay, prevent or impair our business development. · A number of our projects/contracts are complex, spanning multiple parties, years and/or products, and our future financial results may be adversely affected if we incorrectly forecast project budgets, deliver projects that do not meet contracted standards, or fail to deliver on time. · We may be exposed to risks relating to management’s conclusion that our disclosure controls and procedures and internal controls over financial reporting are ineffective. · If we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed. Risks Related to Our Securities and This Offering · We have considerable discretion as to the use of the net proceeds from this offering and we may use these proceeds in ways with which you may not agree. · Our failure to meet the continued listing requirements of Nasdaq could result in a de-listing of our common stock. · If our shares are delisted from Nasdaq and become subject to the penny stock rules, it would become more difficult to trade our shares. · The market price for our common stock may be volatile and will fluctuate, an active market for our common stock may never develop, and we are under no obligation to seek out a more active market for our common stock.

15· Our amended and restated articles of incorporation will allow our Board to create a new series of preferred stock without approval by our shareholders, which could adversely affect the rights of the holders of our common stock. · Future sales of our common stock may adversely affect the market price of our securities and our ability to raise funds in new offerings. · Our future results may vary significantly which may adversely affect the price of our common stock. · You will likely experience additional, perhaps significant, dilution as a result of future equity offerings. · The proposed Reverse Stock Split could cause our stock price to decline relative to its value before the split and decrease the liquidity of shares of our common stock. · Following the proposed reverse stock split, we cannot assure you that we will be able to continue to comply with listing standards of the Nasdaq Capital Market.

~~Offering Proceeds~~10 Table of Contents

SUMMARY FINANCIAL INFORMATION The following table sets forth summary financial and other data for the periods ended and at the dates indicated below. The following summary selected financial data as of and for the periods ended September 30, 2025 and 2024, have been derived from our unaudited condensed consolidated financial statements included elsewhere in this prospectus. The following summary selected financial data as of and for the years ended June 30, 2025 and 2024, which has been derived from our audited financial statements included in this prospectus. The financial data set forth below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and notes thereto included elsewhere in this prospectus. Our historical results are not necessarily indicative of the results that may be expected in the future. Statements of Operations Data:

Balance Sheet Data:				As of September 30,			As of June 30,
					2025 (unaudited)		2025			2024

Current assets				$	2,775,852		$	3,292,215		$	3,429,686
Non-current assets					35,722,662			35,803,177			36,731,641
Total Assets					38,498,514			39,095,392			40,161,327
Current liabilities					1,402,436			1,634,982			2,753,890
Non-current liabilities					81,534			91,639			91,167
Total liabilities					1,483,970			1,726,621			2,845,057
Total Shareholders’ Equity				$	37,014,544		$	37,368,771		$	37,316,270

Income Statement Data:	Three months ended September 30,						Years ended June 30,
		2025 (unaudited)			2024 (unaudited)		2025			2024

Revenue, net	$	2,269		$	125,570		$	133,202		$	96,584
Cost of revenue		(1,335	)		(49,596	)		(51,789	)		(62,978	)
Gross profit		934			75,974			81,413			33,606
Operating expenses		(944,872	)		(867,681	)		(6,103,434	)		(3,119,423	)
LOSS FROM OPERATION		(943,938	)		(791,707	)		(6,022,021	)		(3,085,817	)
Total other income (expenses), net		24,383			1,146,422			1,239,008			(101,845	)
LOSS BEFORE INCOME TAXES		(919,555	)		354,715			(4,783,013	)		(3,187,662	)
Income tax expense		-			-			-			(112	)
NET LOSS		(919,555	)		354,715			(4,783,013	)		(3,187,774	)
Foreign currency adjustment (loss) income		(18,659	)		(96,183	)		(88,903	)		7,286
COMPREHENSIVE (LOSS) INCOME	$	(938,214	)	$	258,532		$	(4,871,916	)	$	(3,180,488	)
Basic and diluted net loss per share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average common shares outstanding, basic		1,259,653,672			1,219,578,036			1,237,480,587			1,185,900,492
Weighted average common shares outstanding, diluted		1,259,653,672			1,224,504,665			1,237,480,587			1,185,900,492

Statements of Cash Flow Data:	Three months ended September 30,						Years ended June 30,
		2025 (unaudited)			2024 (unaudited)		2025			2024

Cash flows used in operating activities	$	(777,851	)	$	(503,644	)	$	(3,410,771	)	$	(2,087,990	)
Cash flows provided by (used in) investing activities		500,000			1,350,671			3,182,138			(2,016,646	)
Cash flows provided by financing activities		448,000			4,863			979,420			4,127,646
Foreign currency translation adjustment		(15,722	)		(6,838	)		(8,812	)		55,718
Net change in cash and cash equivalents		154,427			845,052			741,975			78,728
At beginning of period/year		1,021,112			279,137			279,137			200,409
At end of period/year	$	1,175,539		$	1,124,189		$	1,021,112		$	279,137

~~Procedures And~~11 ~~Requirements~~Table ~~For~~of ~~Subscription~~Contents

THE OFFERING

Common stock offered by us:

[●] shares of common stock.

Shares of common stock outstanding prior to this offering

[●] shares of common stock.

Shares of common stock to be outstanding after this offering

[●] shares of common stock (or [●] shares if Maxim exercises its over-allotment option to purchase additional shares in full).

Reverse Stock Split

We are planning to effect the Reverse Stock Split at a ratio of between 1 for [●]and 1 for [●] to meet the initial listing requirements of Nasdaq prior to the effectiveness of the registration statement of which this prospectus forms a part. The ratio for the Reverse Stock Split will be determined by our board of directors. The Reverse Stock Split may adversely effect the price of our common stock and, therefore, the valuation of our common stock sold in this offering.

Use of proceeds

We estimate that the net proceeds from our issuance and sale of [●] shares of our common stock in this offering will be approximately $[●], assuming an initial offering price of $[●] per share (the midpoint of the price range set forth on the cover page), after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. If Maxim exercises its over-allotment option to purchase additional shares in full to cover over-allotments, if any, we estimate that our net proceeds will be approximately $[●].

We currently anticipate using the net proceeds from this offering, together with our existing resources, for (i) $1 million for the exclusive licensing fees for the expanded territories of Canada and Mexico to C-Twelve, (ii) $2 million funding of the C-Twelve Loan (iii) scaling production and distribution of our BioAsphalt™ technology in North America with our commercial partner, Ergon; and (iv) expanding our licensing model to establish commercial partnerships in new markets and in other regions around the world; (v) engaging in research and development to deliver technologies and products that address critical environmental challenges, including continued advancement of BioAsphalt™ to enable potential national security and defense-related applications; and (vi) working capital and general corporate purposes. See the section titled “Use of Proceeds” for additional information.

Underwriter’s warrants

We have agreed to issue common stock purchase warrants to Maxim or its permitted assignees (“Underwriter Warrants”) to purchase five percent (5%) of total number of the shares of common stock (including the shares sold pursuant to the underwriter’s over-allotment option) sold in this offering. The Underwriter Warrants will have an exercise price equal to 110% of the offering price of the common stock sold in this offering. The Underwriter Warrants are exercisable commencing six (6) months from the effective date of the registration statement of which this prospectus forms a part and will terminate five (5) years after the commencement of sales in this offering.

Underwriter over-allotment option

We have also granted to Maxim an option, exercisable for 30 days from the closing of this offering, to purchase up to an aggregate of [●] additional shares of common stock at the public offering price.

Lock-up agreements

We, our directors, officers and any other holders of five percent (5%) or more of the outstanding shares of our common stock as of the effective date of this registration statement (and all holders of securities exercisable for or convertible into shares of common stock) have agreed with Maxim not to offer, issue, sell, contract to sell, encumber, grant any option for the sale of or otherwise dispose of any of our securities for a period of six months after the closing of this offering. See “Underwriting” for more information.

~~Right To~~12 ~~Reject~~Table ~~Subscription~~of Contents

Dividend policy			We have never paid dividends on the common stock and do not anticipate that we will pay dividends in the foreseeable future. We intend to use any future earnings for the expansion of our business. Any future determination of applicable dividends will be made at the discretion of the Board and will depend on the results of operations, financial condition, capital requirements and other factors deemed relevant. See “Dividend Policy.”

Risk factors			Investing in our common stock is speculative and involves a high degree of risk. For a discussion of factors you should consider in making an investment, see “Risk Factors” beginning on page 14.

Proposed Nasdaq listing			Our common stock is currently quoted on the OTCQB under the symbol “VRDR”. We have applied to have our common stock listed on the Nasdaq Capital Market under the symbol “VRDR”. There is no assurance that such application will be approved, and this offering is contingent upon the concurrent listing of our common stock on Nasdaq.

The number of shares of our common stock to be outstanding upon completion of this offering are based on 1,294,224,767 shares of our common stock outstanding as of the date of this prospectus, before giving effect to the Reverse Stock Split which we expect to effect before the registration statement in relation to this offering is declared effective, and excludes 24,943,876 shares of common stock issuable pursuant to the Ergon Warrant, which has an exercise price per share of $0.0818. Unless otherwise indicated, this prospectus reflects and assumes the following:

	·	No exercise by Maxim of its over-allotment option; and

	·	No exercise of the Underwriter Warrants.

~~Interest Of~~13 ~~Named~~Table ~~Experts~~of ~~And Counsel~~Contents

Information With Respect To The Registrant

Description Of Business

Reports To Security Holders

Description Of Property

Legal Proceedings

Market Price Of And Dividends On The Registrant’s Common Equity And Related Stockholder Matters 25

Financial Statements

Management’s Discussion And Analysis Of Financial Condition And Results Of Operations

Plan Of Operation

Changes In And Disagreements With Accountants On Accounting And Financial Disclosure

Directors And Executive Officers

Executive Compensation

Security Ownership Of Certain Beneficial Owners And Management

Certain Relationships And Related Transactions And Director Independence

Security Ownership Of Certain Beneficial Owners And Management

Material Changes

Incorporation Of Certain Information By Reference

Disclosure Of Commission Position On Indemnification For

Securities Act Liabilities

SUMMARY OF PROSPECTUS

You should read the following summary together with the more detailed business information, financial statements and related notes that appear elsewhere in this Prospectus. In this Prospectus, unless the context otherwise denotes, references to "we," "us," "our," “Verde,” and “Company” are to Verde Resources, Inc.

A Cautionary Note on Forward-Looking Statements

This Prospectus contains forward-looking statements, which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors,” that may cause our industry’s actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by these forward-looking statements.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements in order to conform these statements to actual results.

General Information about Our Company

Verde Resources, Inc. was incorporated in the State of Nevada on April 22, 2010. We are an exploration stage corporation. An exploration stage corporation is one engaged in the search for mineral deposits or reserves which are not in either the development or production stage. We intend to conduct exploration activities on one property. Record title to the property upon which we intend to conduct exploration activities is not held in our name. The property is owned by the Bureau of Land Management (BLM). The right to mine the claims has been obtained by Gold Explorations, LLC of Minden, Nevada. Verde entered into a purchase agreement to purchase the claims through a five year payment program totaling $100,000 USD and a five year work program totaling $50,000 USD. We intend to conduct exploration activities on the Payday Claims located in Esmeralda County, Nevada. The one property consists of six (6) lode mining claims. We intend to explore for gold on the property.

We have been issued a "substantial doubt" going concern opinion from our auditors and our only asset is our cash in the bank, which, at September 30, 2010, consisted of approximately $4,209 in cash generated from the issuance of shares of Company common stock to our founders and initial investors.

Verde’s principal place of business and corporate offices are located at 905 Ventura Way, Mill Valley, CA, 94941. Our telephone number is (415) 860-5192 and our registered agent for service of process is Corporate Direct, 2258 Meridian Boulevard, Minden, Nevada, 89423. Our fiscal year end is June 30.

At the present, we have no full-time employees. Our one officer and three directors each will devote approximately 10% - 25% of their time or 4 to 10 hours per week to our operation.

We received our initial funding of $25,000 through the sale of common stock to our officer and two of our directors. Stephen Spalding purchased a total of 2,000,000 shares of our common stock at $0.01 per share, 500,000 on May 4, 2010 and 1,500,000 on June 25, 2010, for $20,000. Michael Stiege purchased 500,000 shares of our common stock at $0.01 on June 25, 2010, for $5,000. From inception until the date of this filing we have had limited operating activities. Our financial statements from inception (April 22, 2010) through the period ended September 30, 2010, report no revenues and a net loss of $17,458. Our independent auditors have issued an audit opinion for Verde which includes a statement expressing substantial doubt as to our ability to continue as a going concern.

This is our initial public offering. We are registering a total of 2,000,000 shares of our common stock. These 2,000,000 shares being registered for sale by the Company will be sold at a price per share of $0.04 for the duration of the Offering.

We will be selling all of the 2,000,000 shares of common stock we are offering as a self underwritten offering. There is no minimum amount we are required to raise in this Offering and any funds received will be immediately available to us. This Offering will terminate on the earlier of the sale of all of the shares offered or 270 days after the date of the original Prospectus.

There is no current public market for our securities. As our stock is not publicly traded, investors should be aware they probably will be unable to sell their shares and their investment in our securities is not liquid.

The Offering

Following is a brief summary of this Offering. Please see the Plan of Distribution and Terms of the Offering sections for a more detailed description of the terms of the Offering.

Offering

Securities being Offered	2,000,000 shares of common stock, $0.001 par value. This Offering will terminate on the earlier of the sale of all of the shares offered by the Company or 270 days after the date of the Prospectus.
Price per share	All of the shares being registered for sale by the Company will be sold at a fixed price per share of $0.04 for the duration of the offering.

Securities Issued and Outstanding	2,500,000 shares of common stock are issued and outstanding before the Offering and 4,500,000 shares will be outstanding after the Offering, assuming all shares are sold.
Registration costs	We estimate our total Offering registration costs to be $15,000. If we experience a shortage of funds prior to funding, our sole officer and two of our directors have informally agreed to advance funds to allow us to pay for offering costs, filing fees, and correspondence with our shareholders, however, they have no formal commitment or legal obligation to advance or loan funds to the Company.

Our officer, directors, control persons and/or affiliates do not intend to purchase any Shares in this Offering. If all the Shares in this Offering are sold, our executive officer and directors will own 55.6% of our common stock.

There are 50,000,000 preferred shares authorized but none issued.

RISK FACTORS

An investment in ~~these~~ ~~securities~~our common stock is speculative and involves a high degree of risk. ~~and~~Before ismaking ~~speculative~~an ininvestment ~~nature. In~~decision, ~~addition~~you toshould carefully consider the ~~other~~following ~~information~~risk ~~regarding~~factors, ~~the~~which ~~Company~~address ~~contained~~the ~~in this~~material ~~Prospectus,~~risks ~~you~~concerning ~~should~~our ~~consider~~business ~~many~~and ~~important~~an ~~factors~~investment in ~~determining whether~~our tocommon ~~purchase~~stock, ~~Shares. Following~~together ~~are~~with ~~what~~the weother ~~believe~~information ~~are~~contained ~~material risks~~in ~~related~~this toprospectus. ~~the~~If ~~Company~~any ~~and~~of anthe ~~investment~~risks discussed in ~~the~~this ~~Company. The~~prospectus ~~list~~occur, ~~of Risk~~our ~~Factors~~business, ~~below~~prospects, ~~does~~liquidity, ~~not~~financial ~~portend~~condition toand beresults ~~all-inclusive. There~~of ~~may~~operations could be ~~additional~~ ~~risks~~materially ~~associated~~and ~~with~~adversely ~~our Company~~affected, ~~our~~in ~~business,~~which ~~our~~case ~~industry,~~the ~~an investment~~trading inprice ~~the~~of ~~Shares~~our ~~and/or~~common ~~other~~stock ~~factors~~could ~~related~~decline tosignificantly, ~~the~~and ~~Company~~you ~~and/~~could lose all or ~~the Offering. Investors~~part ~~are~~of ~~urged~~your toinvestment. ~~perform~~Some ~~their~~statements ~~own~~in ~~due~~this ~~diligence~~prospectus, ~~with~~including statements in the ~~help~~ offollowing ~~their~~risk ~~investment~~factors, ~~accounting,~~constitute ~~legal~~forward-looking ~~and/or~~statements. ~~other~~Please ~~professionals,~~refer ~~and~~ to ~~make~~ anthe ~~independent~~section ~~decision~~entitled ~~regarding~~“Cautionary anNote ~~investment~~Regarding inForward-Looking ~~the Shares~~Statements.”

Risks ~~Associated~~ ~~With~~Related ~~Verde~~to ~~Resources,~~Our ~~Inc.~~Business and Industry

Our ~~plan~~ ofcurrent ~~operation~~business ishas a limited operating history, and we continue to ~~finding~~refine anour ~~ore~~business ~~body. As~~model, ~~such~~which wemakes ~~have~~it ~~no plans~~difficult ~~for~~to ~~revenue~~evaluate ~~generation~~and compare our past performance with future prospects. ~~Accordingly~~ Therefore, ~~you~~it ~~should~~is ~~not~~difficult ~~expect~~to ~~any revenues~~assess ~~from~~our ~~operations~~ability to generate future revenue and earnings.

Our ~~plan~~ ofcompany ~~operation~~has engaged in several different and ~~the~~varied ~~funds~~businesses wesince ~~raise~~its ~~from~~formation ~~this~~in ~~Offering~~2010, ~~will~~including bebusinesses ~~used~~very ~~for exploration~~different offrom ~~the~~our ~~property~~current tobusiness. We ~~determine~~have ifonly ~~there~~been isengaged anin ~~ore~~our ~~body~~current ~~beneath~~business ~~the surface~~model since 2023. ~~Exploration~~ Therefore, ~~does~~our ~~not~~current ~~contemplate~~business ~~removal~~model ofis ~~the~~unproven, ~~ore. We have~~and nothere ~~plans~~is orlimited ~~funds~~historical ~~for~~data ~~ore~~on ~~removal~~which to evaluate our company. ~~Accordingly~~ Furthermore, we ~~will~~continue ~~not~~to ~~generate any~~refine ~~revenues~~our asstrategies. Therefore, athere ~~result~~is very limited and evolving or differing historical operating data on which to evaluate the results of ~~your~~and ~~investment.~~prospects for our current business model.

~~Because the~~Moreover, ~~probability~~given ofthat anour ~~individual~~current ~~prospect~~business ~~ever~~model ~~having~~is ~~reserves~~at its early stages, and particularly since under the Ergon License, Ergon is ~~extremely remote~~not currently required to purchase any minimum amounts of Verde 24 from us, it is impossible to know with any ~~funds~~certainty ~~spent~~whether onour ~~exploration~~current business model will ~~probably~~generate berevenues ~~lost~~or ultimately lead to positive cash flows or profitability. This makes evaluating an investment in our company difficult.

5We have a history of operating losses and may never achieve cash flow positive or profitable results of operations.

~~The probability~~We ofhave annever ~~individual~~been ~~prospect~~profitable ~~ever~~and ~~having~~have ~~reserves~~incurred issignificant ~~extremely~~losses ~~remote~~and cash flow deficits. For the fiscal years ending June 30, 2025 and 2024, we reported net losses of approximately $4.78 million and $3.19 million respectively. InAt ~~all~~June ~~probability~~30, 2025, we had an accumulated deficit of approximately $18.26 million. For the ~~property~~three ~~does~~month ~~not~~periods ~~contain~~ended ~~any~~September ~~reserves~~30, 2025 and 2024, we reported net losses of $0. ~~As such~~92 million and net income of $0.35 million, ~~any~~respectively. ~~funds~~At ~~spent~~September on30, ~~exploration~~2025, ~~will~~we ~~probably~~had bean ~~lost~~accumulated deficit of approximately $19.18 million. If we cannot generate sufficient revenues, we would expect to continue to report losses until we can substantially increase our revenues, which we may be unable to do. There is therefore a risk that we will ~~result~~be unable to operate our business in a ~~loss~~manner ofthat ~~your~~generate ~~investment.~~positive cash flow or profit, and our failure to increase our revenues, generate positive cash flow and operate our business profitably would damage our reputation and stock price.

We ~~lack~~ anare ~~operating~~dependent ~~history~~on third-party licensees and ~~have~~the ~~had~~inability ~~losses~~to ~~since~~perform ~~inception~~by, ~~which~~or weloss ~~expect to~~of, ~~continue~~these ~~into~~licensees ~~the~~would ~~future. As~~have a ~~result,~~material weadverse ~~may~~effect ~~have~~on toour ~~suspend~~business, orfinancial ~~cease~~ condition and results of operations.

We ~~were~~ ~~incorporated~~are reliant on ~~April~~a ~~22,~~still ~~2010~~developing licensing model where our licensees are responsible for producing high-quality road material products based on our proprietary technologies. As such, ~~and~~our wesuccess ~~have~~depends ~~not~~heavily ~~started~~on our ~~proposed business~~ability ~~operations~~to oreffectively ~~realized~~manage ~~any~~and ~~revenues. We~~maintain ~~have~~these norelationships, ~~operating~~as ~~history upon~~well ~~which~~as anthe ~~evaluation~~operational oftechnologies provided to our ~~future~~licensees. ~~success~~At orthe ~~failure~~moment, ~~can~~we beonly ~~made. Our net~~have ~~loss~~one ~~from~~such ~~inception~~relationship towith ~~September~~a 30licensee, ~~2010~~Ergon; however, iswe ~~$17~~intend to pursue the same licensing strategy globally with strategic,~~458~~ in-country relationships. To ~~achieve~~Any failure to properly manage or oversee the use of our licensed technologies by these third-party licensees could negatively impact the quality and ~~maintain~~ ~~profitability~~consistency of the products, and ~~positive~~in ~~cash~~turn, ~~flow~~our wereputation ~~are~~and ~~dependent~~ability ~~upon:~~to operate effectively.

*We ~~our~~intend ~~ability~~ to ~~locate~~invest ~~mineralized~~significantly ~~material~~in *information and operational technologies to support our ~~ability~~licensees and maintain operational efficiency. Some of these investments will involve complex, multi-year technology deployments that require specialized customization and project management to ~~generate~~ensure ~~revenues~~they *deliver ~~our~~the ~~ability~~expected value. Our new technology infrastructure will be a mix of on-premises, hybrid, and cloud technologies, supported by both third-party outsourced service providers and internal resources. Any failure to ~~reduce~~properly ~~exploration~~manage the customization or deployment of these technologies within this complex operating environment could lead to additional costs, delays, or an erosion of the benefits realized from these investments.

~~Based upon~~14 ~~current~~Table ~~plans, we expect to incur operating losses in future periods. This will happen because there are expenses associated with the research and exploration~~ of ~~our mineral properties. As a result, we may not generate revenues in the future. Failure to generate revenues will cause us to suspend or cease operations.~~ Contents

~~Because our~~Given ~~management~~the ~~does~~specific ~~not~~nature ~~have~~of ~~technical~~the ~~training~~technology orwe ~~experience~~license, inwe ~~exploring~~will be reliant on third-party specialists for~~, starting,~~ implementation. Failure to secure appropriately skilled and ~~operating~~experienced anthird-party ~~exploration~~partners ~~program,~~may weincrease ~~will~~the ~~have~~risk toof ~~hire~~unsuccessful ~~qualified personnel~~implementations, delays, and higher costs. If we ~~can't~~fail ~~locate~~to ~~qualified~~ensure ~~personnel,~~that weour ~~may~~licensees have tothe ~~suspend~~necessary ~~or cease~~support ~~operations~~and ~~which~~technology ~~will~~investments ~~result~~at inthe right time, we risk losing our competitive advantage, reducing the ~~loss~~quality of ~~your~~our ~~investment~~products, or failing to comply with evolving laws and regulations.

~~Because our~~In ~~management is inexperienced with exploring for minerals~~addition, ~~and~~our ~~starting~~revenue and ~~operating~~ anincome ~~exploration~~potential ~~program,~~for wethe ~~will~~licensing ~~have~~model tois ~~hire~~unproven ~~qualified persons to perform surveying, exploration,~~ and ~~excavation~~our ofbusiness ~~the~~is ~~property~~continually evolving. Our ~~management~~ ~~has~~success nodepends ~~direct~~upon ~~training~~the orsufficient ~~experience~~acceptance ~~in these areas~~ and asadoption aby ~~result may~~end ~~not~~users ~~be fully aware~~ of ~~many of the specific requirements related to working within the industry~~products. ~~Management's~~ ~~decisions~~Currently, ~~and~~our ~~choices~~products ~~may~~have not ~~take~~been introduced into ~~account~~ ~~standard~~the ~~engineering~~commercial ormarket ~~managerial~~at ~~approaches~~scale. ~~mineral~~We ~~exploration companies~~cannot ~~commonly~~predict ~~use. Consequently~~how quickly, ~~our~~if ~~operations,~~at ~~earnings~~all, ~~and ultimate~~the ~~financial~~potential ~~success~~end ~~could~~users ~~suffer~~will ~~irreparable~~accept ~~harm~~our ~~due to management's lack of experience in this industry. As a result~~products, ~~we may have to suspend~~ or, ~~cease~~if ~~operations~~accepted, ~~which~~the ~~will~~extent ~~result~~of in the ~~loss~~purchase of ~~your~~our ~~investment~~products.

~~Because~~ We therefore can give no assurance that we ~~are~~will ~~small~~be ~~and~~able doto ~~not~~successfully ~~have~~implement ~~much~~our ~~capital~~licensing model, weour ~~may~~strategies ~~have~~or develop new products. Accordingly, the licensing business model could expose us to ~~limit~~significant risks, beyond those associated with operating our ~~exploration activity~~existing ~~which~~business, ~~may~~including ~~result~~difficulties inwith aour ~~loss~~licensees and our incurrence of ~~your~~unanticipated ~~investment~~liabilities and expenses, and may materially adversely affect our business, prospects, liquidity, financial condition and results of operations.

~~Because we~~We ~~are~~face ~~small~~revenue ~~and~~concentration dorisk ~~not~~due ~~have much capital, we must limit our exploration activity. As such we may not be able~~ to ~~complete~~reliance anon ~~exploration~~Ergon ~~program that is~~ as ~~thorough~~a assingle wekey ~~would like~~customer. ~~In that event, an existing ore body may go undiscovered. Without an ore body, we cannot generate revenues and you will lose your investment.~~

6On October 10, 2025, we entered into the Ergon License, whereby we granted Ergon an exclusive license to use, manufacture, produce, and sell products containing Verde V24 in the United States, Canada, and Mexico. Ergon is our first, and currently our only, licensee for Verde V24 and we expect that the majority of our revenue will be generated through the Ergon License for the foreseeable future. As a result, our financial stability will be significantly dependent on Ergon and any adverse changes in the relationship or business activities with Ergon could have a substantial negative impact on our revenue and overall financial performance.

~~Because Mr.~~In ~~Stephen~~addition, ~~Spalding~~under the Ergon License, ~~Mr.~~Ergon ~~Michael~~is ~~Stiege~~not currently required to purchase any minimum amounts of Verde V24 from us, and ~~Mr.~~may ~~Steve~~never ~~Karolyi~~be ~~have other~~required ~~outside~~to ~~business~~do ~~activities,~~so ~~our~~as ~~operations~~minimum ~~may~~purchase amounts can only be ~~sporadic,~~established ~~which~~by ~~may result~~the mutual agreement of us and Ergon starting in ~~periodic~~2027. ~~interruptions~~We orare ~~suspensions~~therefore faced with the risk that we are currently unable to predict with any certainty the actual financial impact of ~~exploration~~the Ergon License on our business and results of operations.

~~Our Directors~~Moreover, ~~and~~should ~~our~~the ~~sole~~Ergon ~~officer~~License ~~have~~be ~~outside~~terminated or we otherwise lose the business ~~interests. Mr. Spalding~~relationship ~~will~~with ~~only~~Ergon, beit ~~devoting~~could ~~25%~~result ofin ~~his~~a ~~time,~~material ordecline 10in ~~hours~~our ~~per~~revenue, ~~week~~profitability, and ~~Mr. Stiege~~cash ~~and~~flow, ~~Mr.~~leading ~~Karolyi~~to ~~will~~increased ~~only~~business berisk ~~devoting~~and ~~10%~~potential offinancial ~~their~~instability. ~~time,~~We ormay ~~four~~also ~~hours per~~be ~~week~~unable to ~~our~~replace ~~operations. Therefore,~~Ergon ~~our~~with ~~operations~~a ~~may~~similar berelationship ~~sporadic~~in ~~and occur~~a timely manner or at ~~times~~all, which ~~are~~would ~~not~~have ~~convenient~~a tomaterial ~~Mr.~~adverse ~~Spalding,~~effect ~~Mr.~~on ~~Stiege~~our ~~and~~viability ~~Mr. Karolyi. As~~as a ~~result,~~company ~~exploration~~as ofwell ~~the~~as ~~property~~our ~~may~~results beof ~~periodically interrupted~~operations orand ~~suspended.~~stock price.

~~If our~~We ~~officer~~will ~~and~~depend ~~directors~~upon ~~resign~~a orselect ~~die~~number ~~without~~of ~~having~~customers ~~found~~for ~~replacements,~~a significant portion of our ~~operations~~ ~~will~~revenue befor ~~suspended~~the orforeseeable ~~cease~~future. If ~~that~~Any ~~should~~failure ~~occur,~~or ~~you~~delay ~~could lose~~in ~~your~~payments ~~investment~~by these customers would have a material adverse effect on our revenues and financial condition.

~~We have~~Under ~~one~~our ~~officer~~licensing ~~and~~model, ~~three~~we ~~directors. We~~currently ~~are~~have ~~entirely~~a ~~dependent~~single ~~upon~~customer, ~~them~~ Ergon, that is expected to ~~conduct~~account for the majority of our ~~operations~~revenue. If ~~they~~As ~~should~~we ~~resign~~work orto ~~die~~expand our licensing model globally, there will be no a period of time in which our revenue is significantly dependent upon one toor ~~operate~~a ~~the~~small ~~Company~~number of key customers. ~~Further~~ This customer concentration exposes us to a material adverse effect if any of these significant customers were to significantly reduce purchases for any reason or favor competitors or new market participants, and we docan ~~not~~provide ~~have~~no assurance that any of these customers or any of our other customers will continue to utilize our products or our services at historic levels. Our customer concentration may also subject us to perceived or actual bargaining leverage that our key ~~man~~customers ~~insurance~~may have, given their importance to us. If our key customers seek to negotiate or renegotiate their agreements on terms less favorable to us and we ~~lose~~accept such unfavorable terms, such unfavorable terms may have a material adverse effect on our business, results of operations and financial condition. Furthermore, industry consolidation and company failures could decrease the number of potential significant customers for our products and services. The decrease in the number of potential significant customers will increase our ~~officer~~reliance on key customers and, ~~directors~~due to the relative importance to us, may negatively impact our bargaining position and ~~until~~thus our profit margins. If we ~~find other~~were ~~persons~~to lose one of our key customers or have a key customer cancel a key program or otherwise significantly reduce its volume of business with us or fail to ~~replace~~pay ~~them~~us in full for the goods or services purchased from us, our ~~operations~~sales ~~will~~and beprofitability ~~suspended~~would orbe ~~cease entirely. In~~materially ~~that~~reduced ~~event~~and itour isbusiness ~~possible~~and ~~you~~financial ~~could~~condition ~~lose~~would ~~your~~be ~~entire investment~~seriously harmed.

~~Our~~We ~~independent auditors~~ have ~~issued~~recently anentered ~~audit~~into ~~opinion~~the ~~for~~Ergon ~~Verde Resources~~License, ~~Inc.~~from which ~~includes~~we ~~a statement~~anticipate ~~describing~~predominantly all of our ~~going~~revenue ~~concern~~will ~~status~~be derived in the immediate future. ~~Our~~ The loss of the Ergon License, whether through our fault, such as by the failure of Verde V24 and the products in which it is incorporated to perform as desired, or for reasons outside of our control, such as material adverse changes to Ergon’s financial ~~status creates~~condition, could cause a ~~doubt~~material ~~whether~~adverse impact on our business, operating results and financial condition. Additionally, any non-payment or delay in payment of the receivables under the Ergon License or similar agreements we ~~will~~may ~~continue~~enter asinto in the future or any inability to collect receivables under the Ergon License or similar agreements, or enforce other contractual obligations, would have a ~~going~~significant ~~concern~~material adverse effect on our revenues and financial condition.

~~As described~~15 inTable ~~Note 6~~ of our accompanying financial statements, our auditors have issued a going concern opinion regarding the Company. This means there is substantial doubt we can continue as an ongoing business for the next twelve months. The financial statements do not include any adjustments that might result from the uncertainty regarding our ability to continue in business. As such we may have to cease operations and investors could lose part or all of their investment in the Company. Contents

WeOur dofuture ~~not~~operating ~~have any~~results ~~additional~~are ~~source~~difficult ofto ~~funding~~predict ~~for our business plans~~ and may bevary ~~unable~~significantly ~~to find~~from ~~any~~quarter ~~such~~to ~~funding~~quarter, ifwhich ~~and~~may ~~when~~adversely ~~needed,~~affect ~~resulting in~~ the ~~failure~~price of our ~~business~~ common stock.

~~Other~~Our ~~than~~limited ~~the~~history ~~Shares offered~~in byour ~~this~~current ~~Prospectus~~business model, notogether ~~other~~with ~~source~~our history of ~~capital~~losses, ~~has~~make ~~been~~prediction ~~identified~~of ~~or sought. As~~future aoperating ~~result,~~results wedifficult. doYou should not ~~have~~rely anon ~~alternate~~any ~~source~~growth ofwe ~~funds~~may ~~should~~experience ~~we fail~~in tothe ~~complete~~future ~~this~~as ~~offering. If~~any weindication doof ~~find~~future angrowth ~~alternative~~rates ~~source~~or ~~of capital,~~operating ~~the~~results. ~~terms~~Our valuation and ~~conditions~~the price of ~~acquiring~~our ~~such~~common ~~capital~~stock ~~may~~will ~~result~~likely fall in ~~dilution~~ ~~and~~ the ~~resultant~~event ~~lessening~~our ofoperating ~~value~~results (notably our revenue growth, with the goal of achieving cash flow positive and profitable operations) do not meet the ~~shares~~expectations of ~~stockholders~~analysts and investors. Comparisons of our quarterly operating results may be an unreliable indication of our future performance because they are likely to vary significantly based on many factors, including:

If· weour ~~are~~or ~~not successful~~our licensees’ inability to attract demand for and obtain acceptance of our products; · the success of alternative road construction materials, and the possible future introduction of new road construction materials; · our licensees’ ability to design, implement and, as necessary, modifying product pricing programs; · the expansion and rate of success of our licensees’ marketing and advertising efforts; · failure of parties like C-Twelve to deliver Verde V24 or provide services to us or our licensees in ~~raising~~a ~~sufficient~~cost ~~capital~~effective ~~through~~and ~~this~~timely ~~Offering~~manner; · our failure to develop, wefind ~~will~~or bemarket ~~faced with~~new ~~several~~products; ~~options:~~· the successful completion of current and future testing of our products; · actions relating to ongoing regulatory compliance; · the size and timing of orders from end users of our products; and · general economic conditions as well as those specific to our licensees, end users and markets.

~~1. abandon~~Therefore, you should expect that our ~~business~~results ~~plans~~of operations will be difficult to predict, ~~cease~~which ~~operations~~will ~~and~~make goan ~~out~~investment ~~of business;~~in our company uncertain.

~~2. continue~~We tomay ~~seek~~not ~~alternative~~enter ~~and~~into ~~acceptable~~an ~~sources~~exclusive oflicense ~~capital; or~~agreement with Nature Plus Inc for the TerraZyme technology.

3On August 14, 2024, we entered into the NPI MOU with Nature Plus Inc. ~~bring in~~ ~~additional~~(“NPI”) ~~capital~~to ~~that~~formalize ~~may~~the ~~result~~collaboration on the NCAT test track project discussed in athe ~~change~~section entitled “Business” above and explore subsequent business opportunities arising from the successful completion of ~~control~~the NCAT testing. The NCAT testing involved the application of TerraZyme technology for the stability of subgrade and base layers, with the overarching goal of advancing road construction methodologies. We agreed to jointly develop mixed designs and materials incorporating biochar with NPI, aiming to enhance performance and promote carbon sequestration. Under the terms of the NPI MOU, we intend to continue collaboration on future initiatives with NPI upon the successful completion of the NCAT testing, including soil stabilization and material development, carbon removal credits, certification and compliance, and possible exclusive rights to distribute TerraZyme. The NPI MOU is effective until December 31, 2026, or until replaced by an earlier definitive agreement. We are currently in negotiations with NPI for an exclusive worldwide license for TerraZyme.

7If such a definitive license agreement for TerraZyme is not entered into, we would continue to utilize TerraZyme under the terms of the NPI MOU until its termination. Our other proprietary technologies, including Verde V24, operate independently and are not reliant upon TerraZyme for their production or performance. The TerraZyme enzyme is considered a complimentary additive that may enhance material performance and potentially generate additional revenue opportunities. We view TerraZyme as an enhancement that could further diversify and strengthen our product portfolio within the sustainable road construction sector in North America.

InIt ~~the~~is ~~event~~important ofthat ~~any of~~we ~~the~~continue ~~above~~negotiations ~~circumstances,~~with ~~you~~NPI ~~could~~to ~~lose~~either extend the MOU or enter into a ~~substantial~~definitive ~~part~~agreement or ~~all~~other arrangement that would allow the continued use of ~~your investment~~the TerraZyme enzyme. In ~~addition~~If such negotiations are unsuccessful, ~~there~~we ~~can~~may beneed noto ~~guarantee~~identify ~~that~~or ~~the~~develop ~~total~~a ~~proceeds raised~~suitable insubstitute ~~this~~for ~~Offering~~TerraZyme. ~~will~~This beprocess ~~sufficient~~could require substantial time and resources and could delay our planned operational expansion in North America, aswhich wecould have ~~projected,~~a tomaterial ~~fund~~adverse effect on our business, ~~plans~~operating orresults, ~~that~~and wefinancial ~~will~~condition. beAdditionally, ~~profitable. As~~the ainability ~~result,~~to ~~you~~continue using TerraZyme could ~~lose any~~materially ~~investment~~and ~~you~~adversely ~~make~~affect inour potential product offerings and our ~~shares~~overall operations, business performance, and financial condition as a result.

~~Risks Associated~~Our ~~With~~business ~~This~~depends ~~Offering~~on activity within the construction industry, which can be cyclical.

~~The Shares~~Economic ~~being~~and ~~offered~~political uncertainty can impede growth in the markets in which we operate. Demand for our products could decline if companies and consumers are ~~defined~~unable asto ~~"penny~~obtain ~~stock~~financing for construction projects or if an economic slowdown causes delays or cancellations of capital projects." ~~The~~State ~~rules~~and ~~imposed~~federal onbudget issues sometimes undermine the ~~sale~~ funding available for infrastructure spending. The lack of ~~the~~available ~~Shares~~credit may ~~affect~~limit ~~your~~the ability of states to ~~resell~~issue ~~any~~bonds ~~shares~~to ~~you~~finance ~~may~~construction ~~purchase~~projects, ~~if at~~which ~~all~~could affect our business in general.

~~The Shares~~While ~~being~~our ~~offered~~business ~~are~~operations ~~defined~~cover as a ~~“penny~~wide ~~stock”~~geographic ~~under the Securities and Exchange Act of 1934~~area, ~~and~~our ~~rules~~earnings ofdepend ~~the Commission. The Exchange Act and such penny stock rules generally impose additional sales practice and disclosure requirements~~ on ~~broker-dealers~~the ~~who~~strength ~~sell our securities to persons other than certain accredited investors who are, generally, institutions with assets in excess~~ of ~~$5,000,000~~the orlocal ~~individuals~~economies ~~with net worth~~ in ~~excess~~which ofwe ~~$1,000,000~~operate ~~or annual~~due ~~income~~to ~~exceeding $200,000, or $300,000 jointly with spouse, or in transactions not recommended by~~ the ~~broker-dealer. For~~high ~~transactions covered~~cost byof ~~the~~transporting ~~penny~~our ~~stock rules, a broker~~low-~~dealer~~carbon ~~must~~asphalt ~~make~~products arelative ~~suitability determination for each purchaser and receive the purchaser's written agreement prior~~ to ~~the~~their ~~sale. In~~selling ~~addition, the broker-dealer must make certain mandated disclosures in penny stock transactions, including the actual sale or purchase~~ price. ~~and~~If ~~actual~~economic ~~bid~~conditions and ~~offer~~construction ~~quotations,~~spending ~~the~~decline ~~compensation~~significantly toin ~~be received~~one byor ~~the~~more ~~broker-dealer and certain associated persons~~areas, ~~and deliver certain disclosures required by the Commission. Consequently, the penny stock rules may affect the ability of broker-dealers to make a market in or trade~~ our ~~common~~profitability ~~stock~~will ~~and may also affect your ability to resell any shares you may purchase in this Offering in the public markets~~decrease.

~~Market~~ Demand for ~~penny~~our ~~stock~~products, ~~has~~particularly ~~suffered~~ in ~~recent~~the ~~years~~infrastructure construction market, is also impacted by federal, state, and local budget and deficit issues, as well as demand from ~~patterns~~the private sector. Remote working trends or other factors that reduce vehicle miles driven can negatively impact revenue streams that fund roadway projects. Further, delays or cancellations of ~~fraud~~projects in the construction markets may occur if companies and ~~abuse~~ consumers are unable to obtain financing for construction projects or if consumer confidence continues to be eroded by economic uncertainty.

~~Stockholders should~~16 beTable ~~aware that, according to SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns~~ of ~~fraud and abuse. Such patterns include:~~Contents

·We operate in a competitive industry where many companies are larger and better capitalized than we are.

~~Control~~ Our industry is a highly fractured industry comprised of ~~the~~a ~~market~~wide ~~for~~range of companies, including large publicly traded companies and smaller privately held companies. Many of these companies operate on a global basis, have more experience in the ~~security~~industry bythan ~~one~~we do, and are larger and better capitalized than we are. While we are not presently aware of any direct competitors, which we define as companies that develop or acommercialize ~~few~~road ~~broker-dealers~~materials or applications that ~~are~~incorporate ~~often related~~carbon-based or carbon-sequestering components into their mix designs, several of the companies within our industry have begun to prioritize research and development of sustainable alternatives to their traditional products, and it is possible that they may develop alternatives competitive with the ~~promoter~~solutions we offer. Further, we cannot eliminate the risk that, in the future, one or ~~issuer;~~more third parties may attempt to, and may potentially succeed in, reverse-engineering or otherwise replicating our proprietary technology.

·Adverse public policy, economic, social and political situations in any country in which we operate could lead to a number of risks including health and safety risks for our people, a fall in demand for our products, business interruption and/or restrictions on repatriation of earnings.

~~Manipulation~~ We primarily operate across North America, with additional operations in Southeast Asia. The economies of ~~prices~~these ~~through~~regions ~~prearranged~~in ~~matching~~which we operate are broadly stable. However, they are at varying stages of ~~purchases~~development, which presents multiple risks and ~~sales~~uncertainties that could adversely affect our operations and ~~false~~financial results. These risks and ~~misleading~~ ~~press~~uncertainties ~~releases;~~include:

· Changes in political, social or economic conditions; · New or strengthened trade protection measures, currency controls or import or export licensing requirements; · Political unrest and currency shocks; · Social activism and civil disturbance, terrorist events or outbreak of armed conflict, among other potential causes; · Labor and procurement practices which contravene ethical considerations and regulatory requirements; · Unexpected changes in regulatory and tax requirements; and · Lockdowns or other restrictions due to public health emergencies, such as pandemics.

~~Boiler room~~We ~~practices~~and ~~involving~~our ~~high-pressure~~licensees ~~sales~~may ~~tactics~~be unable to respond in a timely and ~~unrealistic~~cost-effective ~~price projections~~manner byto ~~inexperienced~~changes ~~salespersons;~~in consumer preferences.

·The road and construction materials industry is subject to changing customer preferences. Even if we and licensees like Ergon are able to establish some measure of market penetration for our products, of which no assurances can be given, a shift in customer preferences away from what we offer would result in significantly reduced revenue. Our future success depends in part on our and our licensees’ ability to anticipate and respond to changes in customer preferences. Failure to anticipate and respond to changing customer preferences in the products we market could lead to, among other things, lower sales of products, significant markdowns or write-offs of inventory, increased product returns and lower margins. If we or our licensees are unable to anticipate and respond to changes in customer preferences, our results of operations in future periods will be materially adversely impacted.

~~Excessive and~~We ~~undisclosed~~are ~~bid-ask~~dependent ~~differential~~on certain key personnel and ~~markups~~loss byof ~~selling~~these ~~broker-dealers; and~~key personnel could have a material adverse effect on our business, financial condition and results of operations.

·Mr. Jack Wong, our current chief executive officer, has extensive contacts and experience in the green climate-tech industry in the United States and other countries. We are heavily dependent on his abilities and services to develop and market our business. He is responsible for overseeing the day-to-day operations of our operating company. However, we may not be able to retain his services for any specified period of time, and the loss of his leadership could have a material adverse effect on our business operations, financial condition, and results of operations. Additionally, under the terms of the Ergon License, if Mr. Wong or Mr. Eric Bava, our chief operating officer, were to be removed from their respective positions with us for any reason other than for termination cause or voluntary resignation, Ergon would have the right to terminate the Ergon License with little to no potential penalties. As we will be substantially reliant on the Ergon License to generate the majority of our revenue for the foreseeable future, we are heavily dependent upon Mr. Wong and Mr. Bava’s continued service.

~~The wholesale~~In ~~dumping~~addition to Mr. Wong and Mr. Bava, we must attract, recruit, and retain a qualified workforce of technically skilled employees in the ~~same~~United ~~securities~~States byto ~~promoters~~run our operations. Our ability to effectively implement our business strategies and ~~broker-dealers~~expand ~~after prices~~operations ~~have~~depends ~~been~~on ~~manipulated~~the successful recruitment and retention of highly skilled and experienced management and key personnel. If we are unable to maintain a ~~desired~~strong ~~level~~management team, ~~along~~our ~~with~~business ~~the~~could ~~resulting inevitable~~face ~~collapse~~significant ofchallenges, ~~those~~and ~~prices~~you ~~and~~could ~~with~~lose ~~consequential~~any ~~investor~~investment ~~losses~~you make in our shares.

~~Our~~17 ~~management~~Table ~~is aware~~ of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of Contents

8We may not be able to protect our proprietary technology and may become subject to intellectual property claims or litigation.

~~practical~~Our ~~limitations~~ success depends, in part, on our ability to ~~prevent~~obtain and maintain intellectual property protection for our products and technologies and the ~~described~~confidentiality ~~patterns~~of ~~from~~proprietary ~~being~~trade ~~established~~secrets. ~~with~~Our ~~respect~~success further depends on our ability to obtain and maintain trademark protection for our ~~securities. The~~ ~~occurrence~~name ofand ~~these~~mark; ~~patterns~~to orpreserve ~~practices~~our ~~could~~trade ~~increase~~ secrets and know-how; and to operate without infringing the ~~volatility~~intellectual ofproperty ~~our~~rights ~~share~~of ~~price~~others.

~~The~~We ~~Shares offered~~face by the ~~Company~~risk ~~through~~that ~~this~~we ~~Offering~~may be unable to innovate and file new patent applications, or that if filed patent applications will result in granted patents. We cannot assure you that any of our patents pending will result in issued patents, that any current or future patents will not be ~~sold~~challenged, ~~without~~invalidated anor ~~underwriter~~ circumvented, that the scope of any of our patents will exclude competitors or that the patent rights granted to us will provide us any competitive advantage or protect our products. The intellectual property position of companies like ours is generally uncertain and weinvolves complex legal and factual considerations and, therefore, validity and enforceability of intellectual property cannot be predicted with certainty. Patents may be ~~unable~~challenged, deemed unenforceable, invalidated or circumvented. We will be able to ~~sell~~protect ~~any~~our ~~shares~~proprietary rights from unauthorized use by third parties only to the extent that our proprietary technologies are covered by valid and enforceable patents or are effectively maintained as trade secrets.

~~This~~In ~~Offering~~addition, ~~is being~~we ~~conducted~~face onthe arisk ~~“best-efforts”~~our ~~basis,~~technology ~~that~~will isbe subject to claims, weor ~~are~~be ~~not~~found, ~~going~~in the future to ~~engage~~ infringe upon the ~~services~~rights of anothers ~~underwriter~~or tobe ~~sell~~infringed upon by others. Moreover, patent applications are in some cases maintained in secrecy until patents are issued. The publication of discoveries in the ~~Shares;~~scientific weor ~~intend~~patent toliterature ~~sell~~frequently ~~them through~~occurs ~~our~~substantially ~~officers~~later than the date on which the underlying discoveries were made and ~~two~~patent applications were filed. Because patents can take many years to issue, there may be currently pending applications of which we are unaware that may later result in issued patents that our ~~directors~~products or product candidates infringe. For example, ~~who~~pending ~~will~~applications ~~receive~~may noexist ~~commissions~~that provide support or can be amended to provide support for a claim that results in an issued patent that our product infringes. ~~They~~ ~~will~~In ~~offer~~such ~~the~~a ~~Shares~~case, others may assert infringement claims against us, and should we be found to ~~friends~~infringe upon their patents, ~~relatives~~or otherwise impermissibly utilize their intellectual property, ~~acquaintances~~we might be forced to pay damages, ~~and business~~potentially ~~associates;~~including ~~however~~treble damages, ~~there~~if iswe noare ~~guarantee~~found ~~that~~to ~~they~~have ~~will~~willfully infringed on such parties’ patent rights. In addition to any damages we might have to pay, we may be ~~able~~required to ~~sell~~ obtain licenses from the holders of this intellectual property. We may fail to obtain any of ~~the~~these ~~Shares~~licenses or intellectual property rights on commercially reasonable terms. ~~Unless~~ ~~they~~Even if we are ~~successful~~able into ~~selling~~obtain ~~all~~a oflicense, it may be non-exclusive, thereby giving our competitors access to the ~~Shares~~ same technologies licensed to us. In that event, we may be required to expend significant time and ~~receiving~~resources ~~all~~to ofdevelop ~~the~~or ~~proceeds~~license ~~from~~replacement ~~this~~technology. ~~Offering~~If we are unable to do so, we may ~~have~~be unable to develop or commercialize the affected products, which could materially harm our business and the third parties owning such intellectual property rights could seek ~~alternative~~ ~~financing~~either an injunction prohibiting our sales, or, with respect to ~~implement~~our sales, an obligation on our ~~business~~part ~~plans~~to pay royalties and/or other forms of compensation. Conversely, we may not always be able to successfully pursue our claims against others that infringe upon our technology. Thus, the proprietary nature of our technology or technology licensed by us may not provide adequate protection against competitors.

~~Due~~In addition to patents, we rely on trademarks to protect the ~~lack~~ recognition of aour ~~trading~~company ~~market~~and ~~for~~product ~~our~~in ~~securities~~the marketplace. We also rely on trade secrets, know-how, and proprietary knowledge that we seek to protect, in part, through confidentiality agreements with employees, consultants and others. We cannot assure you ~~may~~that our proprietary information will not be shared, our confidentiality agreements will not be breached, that we will have ~~difficulty~~adequate ~~selling~~remedies for any ~~shares~~ ~~you~~breach, ~~purchase~~or inthat ~~this~~our ~~Offering~~trade secrets will not otherwise become known to or independently developed by competitors.

~~There~~Any ~~currently~~adverse isevent ~~no public trading market for our common stock. Therefore there is no central place, such as stock exchange~~ or ~~electronic~~events ~~trading~~related ~~system,~~ to ~~resell your shares. If you do want to resell your shares, you will have to locate a buyer and negotiate your own sale. We plan to contact a market maker to file an application on~~ our ~~behalf~~intellectual toproperty ~~have~~could our common stock listed for quotation on the Over-the-Counter Bulletin Board (OTCBB) immediately following the effectiveness of this Registration Statement. The OTCBB is a regulated quotation service that displays real-time quotes, last sale prices and volume information in over-the-counter (OTC) securities. The OTCBB is not an issuer listing service, market or exchange. Although the OTCBB does not have any listing requirements per se, to be eligible for quotation on the OTCBB, issuers must remain current in their filings with the SEC or applicable regulatory authority. Market Makers are not permitted to begin quotation of a ~~security~~material ~~whose~~adverse ~~issuer~~effect ~~does not meet this filing requirement. Securities already quoted~~ on ~~the OTCBB that become delinquent in their required filings will be removed following a 30 or 60 day grace period if they do not make their required filing during that time. We cannot guarantee that~~ our ~~application~~company ~~will be accepted or approved~~ and ~~our~~results ~~stock listed and quoted for sale. As~~ of the date of this filing, there have been no discussions or understandings between Verde or anyone acting on our behalf with any market maker regarding participation in a future trading market for our securitiesoperations.

~~The~~18 ~~lack~~Table of a public trading market for our shares may have a negative effect on your ability to sell your shares in the future and it also may have a negative effect on the price, if any, for which you may be able to sell your shares. As a result an investment in the Shares may be illiquid in nature and investors could lose some or all of their investment in the Company.Contents

We ~~will~~face ~~incur ongoing~~the ~~costs~~risk ~~and~~of ~~expenses~~product ~~for~~liability ~~SEC~~claims ~~reporting~~that ~~and~~could ~~compliance. Without revenue we may not~~ be ~~able to remain in compliance~~expensive, ~~making~~divert itmanagement’s ~~difficult~~attention ~~for~~and ~~investors~~harm ~~to sell~~our ~~their~~reputation ~~shares,~~and ~~if at all~~business.

9Our business exposes us to the risk of product liability claims that are inherent in the manufacturing and marketing of road and construction materials. Any side effects, manufacturing defects, misuse or abuse associated with use of our products could result in injury or death. The construction materials industry has historically been subject to litigation over product liability claims, and we face the risk that we may become party to product liability suits. We may be subject to product liability claims if the use of our products may cause, or merely appeared to have caused, injury or death. In addition, an injury that is caused by the activities of our licensees and suppliers, such as those who provide us with components and raw materials, may be the basis for a claim against us. Product liability claims may be brought against us by customers or any party selling or otherwise coming into contact with our products, among others. If we cannot successfully defend ourselves against product liability claims, we will incur substantial liabilities and reputational harm.

Our ~~business~~products plan allows for the estimated $15,000 cost of this Registration Statement to be paid from our cash on hand or cash received by way of the sale of Shares. Going forward, the Company will have ongoing SEC compliance and reporting obligations. Such ongoing obligations will require the Company to expend additional amounts on compliance, legal and auditing costs. In order for us to remain in compliance we will require future revenues to cover the cost of these filings, which could comprise a substantial portion of our available cash resources. If we are unable to generate sufficient revenues to remain in compliance, it may bebecome ~~difficult~~subject ~~for you~~ to ~~resell any shares you may purchase, if at all~~recall.

~~Our~~Any ~~officer~~recall ~~and directors~~or ~~own~~market ~~100%~~withdrawal of ~~the~~our ~~outstanding~~products ~~shares~~may delay the supply of those products to our ~~common~~customers ~~stock~~and may impact our reputation. ~~After~~ We can provide no assurance that we or our licensees will be successful in initiating appropriate market recall or market withdrawal efforts that may be required in the ~~completion~~future ofor ~~this~~that ~~Offering,~~these ~~they~~efforts will ~~beneficially~~have ~~own~~the ~~55.6%~~intended effect of preventing product malfunctions and the ~~outstanding~~ ~~shares~~accompanying product liability that may result. If Such ~~they~~recalls ~~choose~~and towithdrawals ~~sell~~may ~~their~~also ~~shares~~be inused ~~the~~by ~~future~~our competitors to harm our reputation, ~~it might~~which could have ana material adverse effect on ~~the~~our ~~price~~business, offinancial ~~our~~condition ~~stock~~and results of operations.

~~Due~~Legal torequirements ~~the controlling amount of their share ownership in our Company, if our officer~~ and ~~directors~~ ~~decide~~governmental topolicies ~~sell~~concerning ~~their shares in~~ the ~~public market~~environment, ~~the~~health ~~market~~and ~~price~~safety ~~of our stock could decrease~~ and ~~all~~other ~~shareholders~~areas ~~suffer a dilution to the value~~ of ~~their~~ ~~stock. Unless registered in~~ the ~~future~~law, ifas ~~our~~well ~~officer~~as ~~and~~litigation ~~directors decide~~relating to ~~sell~~these ~~any of their common stock~~matters, ~~they~~could ~~will~~affect beour ~~subject~~businesses toand ~~Rule~~expose ~~144~~us ~~under the 1933 Securities Act. Rule 144 restricts the ability of a director or officer (affiliate)~~ to ~~sell shares by limiting~~ the ~~sales~~risk of ~~securities~~material ~~made under~~environmental Rule 144 during any three-month period to the greater of: (1) 1% of the outstanding common stock of the issuer; or (2) the average weekly reported trading volume in the outstanding common stock reported on all securities exchanges during the four calendar weeks preceding the filing of the required notice of the sale under Rule 144 with the SECliabilities.

~~Our~~Many ~~directors will~~federal, ~~control~~state and ~~make~~local ~~corporate~~laws ~~decisions~~and ~~that~~regulations relating to, among other matters, air emissions (including carbon dioxide and other greenhouse gases) and other environmental, health and safety matters will impact our business. Some of our or our licensees’ operations require permits, which may ~~differ~~impose additional operating standards and are subject to modification, renewal and revocation. Our and our licensees’ operations may from ~~those~~time to time involve the use of substances that ~~might be~~are ~~made~~classified byas toxic or hazardous within the ~~other~~meaning ~~shareholders~~of these laws and regulations. Despite efforts to remain in compliance at all times with all applicable laws and regulations, the risk of liabilities, particularly environmental liabilities, is inherent in the operation of our business. These potential liabilities could result in material costs, including fines or personal injury or damages claims, which could have an adverse impact on our results of operations.

~~Due~~Moreover, tofuture ~~the controlling~~events, ~~amount~~including ofchanges ~~their~~in ~~share~~existing ~~ownership~~laws inor ~~our~~regulations ~~Company,~~or ~~our~~enforcement ~~directors~~policies, ~~will have~~or afurther ~~significant~~investigation ~~influence~~or inevaluation ~~determining~~of the ~~outcome~~potential health hazards of ~~all~~our ~~corporate transactions,~~products ~~including~~or ~~the~~business ~~power~~activities tomay ~~prevent~~result in additional or ~~cause~~unanticipated acompliance ~~change~~and inother ~~control~~costs. ~~Their~~ We ~~interests~~or ~~may~~our ~~differ~~licensees ~~from~~could ~~the~~be ~~interests~~required ofto ~~other~~invest ~~stockholders~~in ~~and thus~~preventive or remedial action, like pollution control, which could be substantial or which could result in ~~corporate~~restrictions ~~decisions~~on ~~that~~our ~~are~~operations ~~disadvantageous~~or todelays in obtaining required permits or other ~~shareholders~~ approvals.

~~Inability~~Our and ~~unlikelihood~~ our licensees’ operations are subject to ~~pay~~manufacturing, ~~dividends~~operating and handling risks associated with our products and the products our licensees manufacture using our products, including the related storage and transportation of hazardous substances and wastes. We may be exposed to hazards, including storage tank leaks, explosions, and discharges or releases of hazardous substances. These risks can subject us to potentially significant liabilities relating to personal injury, death or property damage, and may result in significant civil or criminal penalties, which could damage our business and harm our results of operations.

ToFuture ~~date,~~integrations weof ~~have~~acquisitions not paid, nor do we intend to pay in the foreseeable future, dividends on our common stock, even if we become profitable. Earnings, if any, are expected to be used to advance our activities and for general corporate purposes, rather than to make distributions to stockholders. Prospective Investors will likely need to rely on an increase in the price of ~~Company stock to profit from his~~ or ~~her~~ ~~investment. There~~combinations ~~are~~with noother ~~guarantees~~businesses ~~that~~may ~~any~~not ~~market for our common stock will ever develop or that the price of our stock will ever increase. If Prospective Investors purchase Shares pursuant to this Offering, they must~~ be ~~prepared~~as tosuccessful beas ~~unable~~previous toacquisitions ~~liquidate their investment~~ and~~/or~~ ~~lose their entire investment~~combinations.

10We have a successful history of business combinations and integration of these businesses into our heritage operations. However, in connection with the integration of any other business that we acquire, there is a risk that we will not be able to achieve such integration in a successful manner or on the time schedule we have projected or in a way that will achieve the level of synergies, cost savings or operating efficiencies we forecast from the acquisition.

~~Since~~19 weTable are not in a financial position to pay dividends on our common stock and future dividends are not presently being contemplated, investors are advised that return on investment in our common stock is restricted to an appreciation in the share price. The potential or likelihood of ~~an increase in share price is questionable at best.~~Contents

Any significant business acquisition or combination we might choose to undertake may require that we devote significant management attention and resources to preparing for and then integrating our business practices and operations. Based on our history, we believe we would be successful in this integration process. Nevertheless, we may fail to realize some of the anticipated benefits of any potential acquisition or other business combination that we pursue in the future if the integration process takes longer or is more costly than expected. Potential difficulties we may encounter in the integration process include the following:

	·	inability to successfully combine operations in a manner that permits us to achieve the synergies anticipated to result from the proposed acquisition or business combination, which would result in the anticipated benefits of the acquisition or business combination not being realized partly or wholly in the time frame currently anticipated or at all;

	·	complexities associated with managing the combined operations;

	·	integration of personnel;

	·	creation of uniform standards, internal controls, procedures, policies and information systems;

	·	discovery of previously unknown liabilities and unforeseen increased expenses, delays or regulatory issues associated with integrating the remaining operations; and

	·	performance shortfalls at business units as a result of the diversion of management attention caused by completing the remaining integration of the operations.

The inability to obtain raw materials from suppliers in a timely manner would adversely affect our and our licensees’ ability to offer our products.

Our and our licensees’ ability to offer our products depends on the ability to obtain an adequate supply of biochar from our suppliers, who will also be the indirect suppliers of our licensees. Transportation delays may adversely impact our supply chain. Additionally, failure by our suppliers to provide us with products that meet our required quality standards on commercially reasonable terms, potential cybersecurity attacks on our suppliers, and failure to comply with legal requirements for business practices, could have a material adverse effect on our business, financial condition, or results of operations. Furthermore, we rely heavily or, in certain cases such as in the United States, exclusively, on one supplier for biochar supply. If this supplier decides to discontinue its partnership with us and we are unable to replace such supplier with another qualified supplier, our business, operating results and financial condition could be materially and adversely impacted.

Asphalt is sensitive to supply and price volatility.

Asphalt competition is often based primarily on price due to potentially volatile input costs and lower barriers to entry, which is highly sensitive to changes in supply and demand. Prices fluctuate significantly in response to relatively minor changes in supply and demand, general economic conditions and other market conditions, which we cannot control. When asphalt producers increase production capacity or more asphalt is imported into the market, an oversupply of asphalt in the market may occur if supply exceeds demand. In that case, asphalt prices generally decline, making traditional asphalt products cheaper and more competitive with our low-carbon solutions, which could have a material adverse effect on our business, results of operation, and financial condition. Further, we cannot be assured that prices for our low-carbon asphalt products sold will not decline in the future or that such decline will not have a material adverse effect on our asphalt product line.

We are subject to the many risks of doing business internationally, including but not limited to the difficulty of enforcing liabilities in foreign jurisdictions.

We are a Nevada corporation and, as such, are subject to the jurisdiction of the State of Nevada and the courts of the United States for purposes of any lawsuit, action or proceeding by investors. An investor would have the ability to effect service of process in any action against us within the United States. In addition, we are registered as a foreign corporation doing business in Malaysia, and as such, are subject to the local laws of Malaysia governing an investors’ ability to bring actions in foreign courts and enforce liabilities against a U.S. issuer, or any person, based on U.S. federal securities laws.

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We will need to raise capital to satisfy our capital needs and grow our company, particularly in light of the relatively small size of this offering. Future capital needs will require us to sell additional equity or debt securities that will dilute or subordinate the rights of our common stockholders, and our inability to raise capital when needed could cause our business to fail.

To develop our business as currently planned, we will need to raise additional capital, particularly in light of the relatively small size of this offering. We expect that we will need to make investments to scale our operations before we can generate meaningful revenues. Moreover, our costs and expenses may be even greater than currently anticipated, and there may be investments or expenses that are presently unforeseen. In any case, we may be unable to raise sufficient capital to fund these costs and achieve significant revenue generation. Moreover, our future capital requirements are also difficult to predict with precision, and our actual capital requirements may differ substantially from those we currently anticipate.

As a result, we will need to seek equity or debt financing to finance a large portion of our future capital requirements. Such financing might not be available to us when needed or on terms that are acceptable, or at all. We will likely issue additional equity securities and may issue debt securities or otherwise incur debt in the future to fund our business plan. If we issue equity or convertible debt securities to raise additional funds, our existing stockholders will experience dilution, and the new equity (including preferred equity) or debt securities or other indebtedness may have rights, preferences, and privileges senior to those of our existing stockholders. If we incur additional debt, it may increase our leverage relative to our earnings or to our equity capitalization, requiring us to pay additional interest expenses.

Our ability to obtain the necessary capital in the form of equity or debt to carry out our business plan is subject to several risks, including general economic and market conditions, as well as investor sentiment regarding our business. These factors may make the timing, amount, terms and conditions of any such financing unattractive or unavailable to us. The prevailing macroeconomic environment may increase our cost of financing or make it more difficult to raise additional capital on favorable terms, if at all. If we are unable to raise sufficient capital, we may have to significantly reduce our spending and/or delay or cancel our planned activities.

We may also seek to raise additional funds through collaborations and licensing arrangements. These arrangements, even if we are able to secure them, may require us to relinquish some rights to our technologies, or to grant licenses on terms that are not favorable to us.

As a result of the foregoing, we might not be able to obtain any financing, and we might not have sufficient capital to conduct our business as projected, both of which could mean that we would be forced to curtail or discontinue our operations. If we cannot raise additional capital when we need or want to, our stock price, operations and prospects could be negatively affected, and our business could fail.

Failure to comply with the U.S. Foreign Corrupt Practices Act could subject us to penalties and other adverse consequences.

We are subject to the U.S. Foreign Corrupt Practices Act, which generally prohibits U.S. companies from engaging in bribery or other prohibited payments to foreign officials for the purpose of obtaining or retaining business. In addition, we are required to maintain records that accurately and fairly represent our transactions and have an adequate system of internal accounting controls. Foreign companies, including some that may compete with us, are not subject to these prohibitions, and therefore may have a competitive advantage over us. If our employees or other agents are found to have engaged in such practices, we could suffer severe penalties and other consequences that may have a material adverse effect on our business, financial condition and results of operations.

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Changes in U.S. climate policy may adversely affect the demand for our solutions and our business prospects.

The ongoing impacts of climate change have intensified focus on environmental issues globally. In response, the prior U.S. presidential administration implemented several climate-related initiatives, including: (i) having the U.S. rejoin the Paris Agreement in 2021, (ii) announcing a target to reduce U.S. greenhouse gas emissions by 50% to 52% by 2030, and passing the Inflation Reduction Act of 2022, which included nearly $370 billion in climate-related provisions that provide funding, programs, and incentives to accelerate the U.S.’s transition to a clean energy economy. In contrast, the current administration has signaled a shift in federal policy, with a reduced emphasis on climate change initiatives, environmental regulations, and support for clean energy adoption.

Our products are designed to serve as carbon-negative alternatives to traditionally carbon intensive products. A diminished federal focus on climate-related policies and incentives could reduce interest among our target licensees end-users in adopting our solutions, particularly if our products are perceived as more expensive or politically unfavorable compared to conventional alternatives. This shift in market dynamics could materially and adversely effect our business, financial condition and results of operations.

If we fail to continue developing and improving upon our sustainable products, we may fall behind our competitors and our financial performance may be adversely impacted.

We operate in a competitive industry where the participants continuously develop innovative new products and solutions that enable their customers to work more efficiently, reduce their environmental footprint and realize greater cost savings. This is especially so in relation to changing customer preferences and demands for high-performance sustainability solutions with enhanced emissions and/or circularity profiles, including those with greater recycled content and/or innovations to existing products, that help them to deliver on their own climate or emissions-related commitments. Failure to continue leveraging innovation and other sustainability initiatives may allow other industry participants to develop their own technologies as alternatives to our solutions, potentially resulting in early obsolescence of our solutions or our licensees, including Ergon, choosing to purchase such alternatives instead of our solutions, which would have a material adverse effect on our business, financial condition and results of operations.

We contract with third parties for the manufacture of our low-carbon asphalt products and expect to continue to do so for additional years. This reliance on third parties increases the risk that we will not have sufficient quality and quantities of products or such quantities at an acceptable cost, which could delay, prevent or impair our business development.

We rely, and expect to continue to rely, on third-party manufacturers for the production of low-carbon asphalt products. All of our asphalt products are manufactured by third parties, therefore our ability to increase production going forward will depend upon the experience, certification levels, and large-scale production capabilities of those third parties’ manufacturers. This reliance on third parties increases the risk that we will not have sufficient quality and quantities of products or such quantities at an acceptable cost, which could delay, prevent or impair our business development.

A number of our projects/contracts are complex, spanning multiple parties, years and/or products, and our future financial results may be adversely affected if we incorrectly forecast project budgets, deliver projects that do not meet contracted standards, or fail to deliver on time.

Across our business lines, we will enter into contracts for complex, multi-year projects that comprise multiple product lines and as such we will be exposed to inherent risks related to forecasting and budgeting, project management and delivery, and quality control. If we fail to manage these risks effectively, we could suffer severe consequences that may have a material adverse effect on our business, financial condition and results of operations. In addition, any failure to manage these risks may also impact our licensees’ ability to bid for and/or win future projects or contracts, which could reduce our profitability and damage our reputation among our licensees or potential licensees.

Changes in interest rates could negatively impact our results of operations, stockholders’ equity (deficit) and fair value of net assets.

Interest rates can fluctuate for a number of reasons, including changes in the fiscal and monetary policies of the federal government and its agencies, such as the Federal Reserve. Federal Reserve policies directly and indirectly influence the yield on our interest-earning assets and the cost of our interest-bearing liabilities. The availability of derivative financial instruments (such as options and interest rate and foreign currency swaps) from acceptable counterparties of the types and in the quantities needed could also affect our ability to effectively manage the risks related to our investment funding. Our strategies and efforts to manage our exposures to these risks may not be effective in the future, which could negatively impact our results of operations and the price of our common stock.

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We may be exposed to risks relating to management’s conclusion that our disclosure controls and procedures and internal controls over financial reporting are ineffective.

Until the effective date of the registration statement of which this prospectus forms a part, we will not have an independent audit committee and our Board of Directors may be unable to fulfill the functions of such a committee, which may compromise the management of our business. Our Board of Directors currently functions as our audit committee and is comprised of four directors, only one of whom is considered to be “independent” in accordance with the requirements of Rule 10A-3 under the Securities Exchange Act of 1934 or the Nasdaq Rules. An independent audit committee plays a crucial role in the corporate governance process, assessment of our processes relating to its risks and control environment, oversight of financial reporting, and evaluation of internal and independent audit processes. The lack of an independent audit committee may prevent the Board of Directors from being independent in its judgments and decisions and its ability to pursue the committee’s responsibilities, which could compromise the management of our business.

If we fail to maintain effective internal controls over financial reporting, the price of our common stock may be adversely affected.

We are required to establish and maintain appropriate internal controls over financial reporting. Failure to establish those controls, or any failure of those controls once established, could adversely impact our public disclosures regarding our business, financial condition or results of operations. Any failure of these controls could also prevent us from maintaining accurate accounting records and discovering accounting errors and financial fraud.

We do not carry business interruption insurance so we could incur unrecoverable losses if our business is interrupted.

We are subject to risk inherent to our business, including equipment failure, theft, natural disasters, industrial accidents, labor disturbances, business interruptions, property damage, product liability, personal injury and death. We do not carry any business interruption insurance or third-party liability insurance or other insurance to cover risks associated with our business. As a result, if we suffer losses, damages or liabilities, including those caused by natural disasters or other events beyond our control and we are unable to make a claim against a third party, we will be required to bear all such losses from our own funds, which could have a material adverse effect on our business, financial condition and results of operations.

If we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed.

We rely on trade secrets, including unpatented know-how, technology and other proprietary information, to maintain our competitive position. However, trade secrets are difficult to protect. We limit disclosure of such trade secrets where possible but we also seek to protect these trade secrets, in part, by entering into non-disclosure and confidentiality agreements with parties who do have access to them, such as our employees, contract manufacturers, consultants, advisors and other third parties. Despite these efforts, any of these parties may breach the agreements and may unintentionally or willfully disclose our proprietary information, including our trade secrets, and we may not be able to obtain adequate remedies for such breaches. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, expensive and time-consuming, and the outcome is unpredictable. In addition, some courts inside and outside the United States are less willing or unwilling to protect trade secrets. Moreover, if any of our trade secrets were to be lawfully obtained or independently developed by a competitor, we would have no right to prevent them, or those to whom they communicate it, from using that technology or information to compete with us. If any of our trade secrets were to be disclosed to or independently developed by a competitor, our competitive position would be harmed.

Delays or interruptions in shipping products of our businesses could affect our operations.

We rely on third-parties to manage the distribution and transportation logistics of our products. Transportation logistics play an important role in allowing us to supply products to our customers. Any significant delays, disruptions or the non-availability of our transportation support system could negatively affect our operations. Transportation operations are subject to capacity constraints, high fuel costs and various hazards, including extreme weather conditions and slowdowns due to labor strikes and other work stoppages. If there are material changes in the availability or cost of transportation or distribution services, we may not be able to arrange alternative and timely means to transport our products at a reasonable cost, which could lead to interruptions or slowdowns in our businesses or increases in our costs.

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Risks Related to Our Securities and This Offering

We have considerable discretion as to the use of the net proceeds from this offering and we may use these proceeds in ways with which you may not agree.

We intend to use the net proceeds from this offering for innovation in technology, research and development, and general working capital and other corporate purposes. However, we have considerable discretion in the application of the proceeds. Because of the number and variability of factors that will determine our use of our net proceeds from this offering, their ultimate use may vary substantially from their currently intended use. You will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. You must rely on the judgment of our management regarding the application of the net proceeds of this offering. The net proceeds may be used for corporate or other purposes with which you do not agree or that do not improve our profitability or increase our share price. The net proceeds from this offering may also be placed in investments that do not produce income or that lose value. Please see “Use of Proceeds” below for more information.

The Reverse Stock Split may have an adverse effect on the market price of our common stock.

While we intend for the Reverse Stock Split to be sufficient to obtain our planned listing on Nasdaq, it is possible that the ratio at which the Reverse Stock Split occurs may be inadequate to meet the minimum bid price requirements and we may not be able to achieve our planned listing on Nasdaq.

In addition, there are several risks associated with the Reverse Stock Split, including that the Reverse Stock Split may not result in a sustained increase in the per share price of our common stock. There is no assurance that:

	·	the market price per share of our common stock after the Reverse Stock Split will rise in proportion the reduction in the number of shares of our common stock outstanding before the Reverse Stock Split;

	·	the Reverse Stock Split will result in a per share price that will attract brokers and investors who do not trade in lower priced stocks;

	·	the Reverse Stock Split will result in a per share price that will increase our ability to attract and retain employees and other service providers; and

	·	the Reverse Stock Split will result in a sustained per share price that meets the initial listing requirements of Nasdaq.

The effect of the Reverse Stock Split, if any, upon the market price for our common stock cannot be accurately predicted. In particular, no assurances can be made that prices for shares of our common stock after the Reverse Stock Split will be commensurate with the ratio at which the Reverse Stock Split occurs. Furthermore, even if the market price of our common stock does rise following the Reverse Stock Split, no assurances can be made that the market price of our common stock immediately after the proposed Reverse Stock Split will be maintained for any period of time. Even if an increased per-share price can be maintained, the Reverse Stock Split may not achieve the desired results of listing our common stock on Nasdaq. Moreover, because some investors may view the Reverse Stock Split negatively, no assurances can be made that the Reverse Stock Split will not have an adverse impact on the market price of our common stock.

The market price of our common stock will also be based upon our performance and other factors, some of which are unrelated to the Reverse Stock Split or the number of shares outstanding. If the Reverse Stock Split is effected and the market price of our common stock declines, the percentage decline as an absolute number and as a percentage of our overall market capitalization may be greater than would occur in the absence of the Reverse Stock Split. The total market capitalization of our common stock after implementation of the Reverse Stock Split when and if implemented may also be lower than the total market capitalization before the Reverse Stock Split. Furthermore, the liquidity of our common stock could be adversely affected by the reduced number of shares that would be outstanding after the Reverse Stock Split.

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While we intend for the Reverse Stock Split to be sufficient to obtain our listing on Nasdaq, it is possible that, even if the Reverse Stock Split results in a bid price for our common stock that exceeds the required price per share, another reverse split may be necessary in the future and we may not be able to continue to satisfy the other criteria for continued listing of our common stock on Nasdaq.

In addition, the Reverse Stock Split may result in some stockholders owning “odd lots” of less than 100 shares of common stock. Odd lot shares may be more difficult to sell, and brokerage commissions and other costs of transactions in odd lots are generally somewhat higher than the costs of transactions in “round lots” of even multiples of 100 shares.

Our failure to meet the continued listing requirements of Nasdaq could result in a de-listing of our common stock.

If we successfully complete our listing on Nasdaq and we subsequently fail to satisfy the continued listing requirements of Nasdaq, such as the corporate governance requirements or the minimum closing bid price requirement, Nasdaq may take steps to de-list our common stock. Such a de-listing would likely have a negative effect on the price of our common stock and would impair your ability to sell or purchase our common stock when you wish to do so. In the event of a de-listing, we would take actions to restore our compliance with Nasdaq’s listing requirements, but we can provide no assurance that any such action taken by us would allow our common stock to become listed again, stabilize the market price or improve the liquidity of our common stock, prevent our common stock from dropping below the Nasdaq minimum bid price requirement or prevent future non-compliance with Nasdaq’s listing requirements.

If our shares are delisted from Nasdaq and become subject to the penny stock rules, it would become more difficult to trade our shares.

The Securities and Exchange Commission (“SEC”) has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or authorized for quotation on certain automated quotation systems, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. If we do not obtain or retain a listing on Nasdaq and if the price of our common stock is less than $5.00, our common stock will be deemed a penny stock. The penny stock rules require a broker-dealer, before a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document containing specified information. In addition, the penny stock rules require that before effecting any transaction in a penny stock not otherwise exempt from those rules, a broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive (i) the purchaser’s written acknowledgment of the receipt of a risk disclosure statement; (ii) a written agreement to transactions involving penny stocks; and (iii) a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our common stock, and therefore stockholders may have difficulty selling their shares.

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An active market for our common stock may never develop, and we are under no obligation to seek out a more active market for our common stock.

If there is a thin trading market or “float” for our common stock, the market price for our common stock may fluctuate significantly more than the stock market as a whole. Without a large float, our common stock would be less liquid than the stock of companies with broader public ownership and, as a result, the trading prices of our common stock may be more volatile. In addition, in the absence of an active public trading market, investors may be unable to liquidate their investment in us. Furthermore, the stock market is subject to significant price and volume fluctuations, and the price of our common stock could fluctuate widely in response to several factors, including, but not limited to:

	·	our quarterly or annual operating results;

	·	changes in our earnings estimates or the failure to accurately forecast and appropriately plan our expenses;

	·	failure to achieve our growth expectations;

	·	failure to attract customers and retain them;

	·	the effect of increased or variable competition on our business;

	·	additions or departures of key or qualified personnel;

	·	failure to adequately protect our intellectual property;

	·	costs associated with defending claims, including intellectual property infringement claims and related judgments or settlements;

	·	changes in governmental or other regulations affecting our business;

	·	our compliance with governmental or other regulations affecting our business; and

	·	changes in global or regional industry, general market, or economic conditions.

The stock market has experienced extreme price and volume fluctuations in recent years that have significantly affected the quoted prices of the securities of many companies, including companies in our industry. The changes may not be possible to predict and often appear to occur without regard to specific operating performance. The price of our common stock could fluctuate based upon factors that have little or nothing to do with our Company and these fluctuations could materially reduce our stock price.

The market price for our common stock may be volatile and will fluctuate.

The market price for shares of our common stock may be volatile and subject to wide fluctuations in response to numerous factors, many of which are beyond our control, including the following: (i) a decrease in the demand for market analysis or market insight products and services; (ii) the liquidity of our common stock or lack thereof; (iii) significant acquisitions or business combinations, strategic partnerships, joint ventures, or capital commitments by or involving us or our competitors; (iv) news reports relating to trends, concerns, technological or competitive developments, regulatory changes, and other related issues in our industry or target markets; (v) revenue and earnings performance can significantly impact investor confidence and influence share price movements; (vi) leadership transitions or high-profile personnel changes may create uncertainty among investors and impact share price stability; and (vii) rapid advancements or disruptions in technology within our industry could affect market perceptions of our company’s ability to innovate and compete, leading to share price volatility. Financial markets often experience significant price and volume fluctuations that affect the market prices of equity securities of public entities and that are, in many cases, unrelated to the operating performance, underlying asset values or prospects of such entities. Accordingly, the market price of our shares of common stock may decline even if our operating results, underlying asset values or prospects have not changed.

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To date, we have not paid any cash dividends, and no cash dividends will be paid in the foreseeable future.

We do not anticipate paying cash dividends on our common stock in the foreseeable future, and we may not have sufficient funds legally available to pay dividends. Even if the funds are legally available for distribution, we may nevertheless decide not to pay any dividends. We currently intend to retain all earnings for our operations.

Our amended and restated articles of incorporation will allow our Board to create a new series of preferred stock without approval by our shareholders, which could adversely affect the rights of the holders of our common stock.

Our amended and restated articles of incorporation that we anticipate will be in effect as of the consummation of this offering will provide our Board with the authority to fix and determine the relative rights and preferences of preferred stock. Our Board will also have the authority to issue preferred stock without shareholder approval. As a result, our Board could authorize the issuance of a series of preferred stock granting holders a preferred right to our assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders of common stock, and the right to redemption of the shares, together with a premium, prior to the redemption of our common stock. In addition, our Board could authorize the issuance of an additional series of preferred stock that has greater voting power than our common stock or that is convertible into our common stock, which could decrease the relative voting power of our common stock or result in dilution to our existing shareholders.

Future sales of our common stock may adversely affect the market price of our securities and our ability to raise funds in new offerings.

Sales of a substantial number of shares of our common stock or securities convertible into our common stock in the public market after the completion of this offering, or the perception that these sales could occur, could adversely affect the market price of our common stock and could materially impair our ability to raise capital through equity offerings in the future.

The common stock sold in this offering will be freely tradable without restriction or further registration under the Securities Act, and shares held by our existing stockholders may also be sold in the public market in the future subject to the restrictions in Rule 144 under the Securities Act and applicable lock-up agreements. Following the consummation of this offering, there will be [●] shares of common stock outstanding assuming full exercise of the underwriters’ over-allotment option, and [●] shares of common stock assuming no exercise of the underwriters’ over-allotment option. In connection with this offering, we and each of our directors and officers named in the section “Management,” and our existing stockholders holding five percent (5%) or more of our common stock prior to this offering have agreed not to sell shares of common stock for a period of six (6) months from the date of the closing of this offering without the prior written consent of Maxim, subject to customary exceptions. Maxim may release these securities from lock-up restrictions at any time, subject to applicable regulations of the Financial Industry Regulatory Authority, Inc., or FINRA. We cannot predict what effect, if any, market sales of securities held by our significant stockholders or any other stockholders or the availability of these securities for future sale will have on the market price of our common stock. See “Underwriting” and “Shares Eligible for Future Sale” for a more detailed description of the restrictions on selling our securities after this offering.

Our future results may vary significantly which may adversely affect the price of our common stock.

It is possible that our quarterly revenues and operating results may vary significantly in the future and that period-to-period comparisons of our revenues and operating results are not necessarily meaningful indicators of the future. You should not rely on the results of one quarter as an indication of our future performance. It is also possible that in some future quarters, our revenues and operating results will fall below our expectations or the expectations of market analysts and investors. If we do not meet these expectations, the price of our common stock may decline significantly.

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We will incur increased costs as a result of operating as a public company listed on Nasdaq, and our management will be required to devote substantial time to compliance requirements of the SEC and Nasdaq.

As a company listed on Nasdaq, and particularly if we are no longer a smaller reporting company, we will incur significant legal, accounting and other expenses that we did not incur as an OTC listed company. In addition, the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, and rules subsequently implemented by the SEC and Nasdaq impose various requirements on listed companies, including establishment and maintenance of effective disclosure and financial controls and corporate governance practices. Our management and other personnel will need to devote a substantial amount of time to comply with these requirements. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly.

We are a “smaller reporting company” under the JOBS Act, and we cannot be certain if the reduced disclosure requirements applicable to smaller reporting companies will make our common stock less attractive to investors.

We are a “smaller reporting company” as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “smaller reporting companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

We may continue to be a smaller reporting company. We may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as (i) the market value of our common stock held by non-affiliates is equal to or less than $250 million as of the last business day of the most recently completed second fiscal quarter, and (ii) our annual revenues is equal to or less than $100 million during the most recently completed fiscal year and the market value of our common stock held by non-affiliates is equal to or less than $700 million as of the last business day of the most recently completed second fiscal quarter.

We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile. In addition, taking advantage of reduced disclosure obligations may make comparison of our financial statements with other public companies difficult or impossible. If investors are unable to compare our business with other companies in our industry, we may not be able to raise additional capital as and when we need it, which may materially and adversely affect our financial condition and results of operations.

If securities or industry analysts do not publish research or reports about our business, or if they publish a negative report regarding our common stock, the price of our common stock and trading volume could decline.

Any trading market for our common stock may depend in part on the research and reports that industry or securities analysts publish about us or our business. We do not have any control over these analysts. If one or more of the analysts who cover us downgrade us, the price of our common stock would likely decline. If one or more of these analysts cease coverage of our Company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause the price of our common stock and the trading volume to decline.

You will likely experience additional, perhaps significant, dilution as a result of future equity offerings.

In order to raise additional capital, we have issued equity securities in the past and may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the price per unit in this offering. The price per share at which we sell additional shares of our common stock, or securities convertible or exchangeable into common stock, in future transactions, may be lower than the price per share paid by investors in this offering.

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Our existing shareholders will be able to sell their shares after the completion of this offering subject to restrictions under Rule 144 under the Securities Act, which could impact the trading price of our common stock.

Our directors, officers and holder(s) of five percent (5%) or more of the outstanding shares of our common stock will agree not to sell, transfer or dispose of any shares or similar securities for a period of six months from date of completion of this offering. See “Underwriting — Lock-Up Agreements” on page 79. Our existing shareholders may be able to sell their common stock under Rule 144 following the expiration of that lock-up period. Because these existing shareholders have paid a lower price per common stock than participants in this offering, when they are able to sell their shares under Rule 144 following the expiration of that lock-up period, they may be more willing to accept a lower sales price than the public offering price, which could impact the trading price of our common stock following the completion of this offering, to the detriment of participants in this offering. Under Rule 144, before our existing shareholders can sell their shares, in addition to meeting other requirements, they must meet the required holding period. We do not expect any of the common stock to be sold pursuant to Rule 144 during the pendency of this offering.

An investment in our company may involve tax implications, and you are encouraged to consult your own advisors as neither we nor any related party is offering any tax assurances or guidance regarding our company or your investment.

An investment in our company generally involves complex federal, state and local income tax considerations. Neither the Internal Revenue Service nor any State or local taxing authority has reviewed the transactions described herein and may take different positions than the ones contemplated by management. You are strongly urged to consult your own tax and other advisors prior to investing, as neither we nor any of our officers, directors or related parties is offering you tax or similar advice, nor are any such persons making any representations and warrants regarding such matters.

Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our financial condition and results of operations.

We will be subject to income taxes in the United States, and our domestic tax liabilities will be subject to the allocation of expenses in differing jurisdictions. Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:

	·	changes in the valuation of our deferred tax assets and liabilities;

	·	expected timing and amount of the release of any tax valuation allowances;

	·	tax effects of stock-based compensation;

	·	costs related to intercompany restructurings; or

	·	changes in tax laws, regulations or interpretations thereof.

In addition, we may be subject to audits of our income, sales and other transaction taxes by federal, state and local authorities. Outcomes from these audits could have an adverse effect on our financial condition and results of operations.

Anti-takeover provisions in Nevada law could discourage, delay or prevent a change in control of our company and may affect the trading price of our common stock.

Some of the provisions of Nevada law may have the effect of delaying, deferring or discouraging another person from acquiring control of our company or removing our incumbent officers and directors. These provisions are expected to discourage certain types of coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our board of directors. We believe that the benefits of increased protection against an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging such proposals.

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Our amended and restated bylaws that we anticipate adopting prior to the consummation of this offering designate certain courts as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.

Our amended and restated bylaws that we anticipate adopting prior to the consummation of this offering provide that, unless we consent in writing to the selection of an alternative forum, a state or federal court located in the State of Nevada shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim for breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company’s stockholders, (iii) any actions asserting a claim arising pursuant to any provision of the NRS, the Articles of Incorporation or the bylaws of the Company, in each case as amended, or (iv) any action asserting a claim governed by the internal affairs doctrine, in each such case subject to such court having personal jurisdiction over the indispensable parties named as defendants therein (the “Nevada Forum Provision”). This, however, shall not apply to claims or causes of action brought to enforce a duty or liability created by the Securities Act, or the Securities Exchange Act of 1934, as amended, or any other claim for which the federal courts have exclusive jurisdiction. Our bylaws further provide that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the sole and exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act (the “Federal Forum Provision”). In addition, our bylaws provide that any person or entity purchasing or otherwise acquiring any interest in shares of our common stock is deemed to have notice of and consented to the Nevada Forum Provision and the Federal Forum Provision.

Section 27 of the Securities Exchange Act of 1934, as amended, creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the Nevada Forum Provision will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. We note, however, that there is uncertainty as to whether a court would enforce this provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder.

We recognize that the Nevada Forum Provision and the Federal Forum Provision in our bylaws may impose additional litigation costs on stockholders in pursuing any such claims, particularly if the stockholders do not reside in or near the State of Nevada. Additionally, the Nevada Forum Provision and the Federal Forum Provision may limit our stockholders’ ability to bring a claim in a forum that they find favorable for disputes with us or our directors, officers or employees, which may discourage such lawsuits against us and our directors, officers and employees even though an action, if successful, might benefit our stockholders. If the Federal Forum Provision is found to be unenforceable, we may incur additional costs associated with resolving such matters. The Federal Forum Provision may also impose additional litigation costs on stockholders who assert that the provision is not enforceable or invalid. The competent courts of the State of Nevada and the United States District Court may also reach different judgments or results than would other courts, including courts where a stockholder considering an action may be located or would otherwise choose to bring the action, and such judgments may be more or less favorable to us than our stockholders.

The proposed Reverse Stock Split could cause our stock price to decline relative to its value before the split and decrease the liquidity of shares of our common stock.

We plan to effect a Reverse Stock Split of our issued and outstanding common stock prior to the closing of this offering. The liquidity of the shares of our common stock may be affected adversely by the Reverse Stock Split given the reduced number of shares that will be outstanding following the Reverse Stock Split, especially if the market price of our common stock does not increase as a result of the Reverse Stock Split. In addition, the Reverse Stock Split may increase the number of stockholders who own odd lots (less than 100 shares) of our common stock, creating the potential for such stockholders to experience an increase in the cost of selling their shares and greater difficulty effecting such sales.

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Following the proposed Reverse Stock Split, we cannot assure you that we will be able to continue to comply with listing standards of the Nasdaq Capital Market.

We have applied to list our common stock on the Nasdaq Capital Market in connection with this offering. Following the proposed Reverse Stock Split, we expect that our common stock will be eligible to be quoted on the Nasdaq Capital Market. For our common stock to be so listed, we must meet the current listing standards of the Nasdaq Capital Market, including the minimum bid price requirement. There can be no assurance that the market price of our common stock following the Reverse Stock Split will remain at the level required for continuing compliance with the minimum bid price requirement of the Nasdaq Capital Market. It is not uncommon for the market price of a company’s common stock to decline in the period following a Reverse Stock Split. If the market price of our common stock declines following the effectuation of the Reverse Stock Split, the percentage decline may be greater than would occur in the absence of a Reverse Stock Split. In addition, other factors unrelated to the number of shares of our common stock outstanding, such as negative financial or operational results, could adversely affect the market price of our common stock and jeopardize our ability to meet or maintain the minimum bid price requirement of the Nasdaq Capital Market. If we fail to comply with the minimum bid price requirement, our securities could be delisted.

In addition to the minimum bid price requirement for continuing compliance with the Nasdaq Capital Market continued listing standards, we cannot assure you that we will be able to comply with the other standards that we are required to meet in order to maintain a listing of our common stock on the Nasdaq Capital Market. For example, we may lose an independent director on our Audit Committee which we intend to form, who cannot readily be replaced. Our failure to meet these requirements may result in our common stock sold in this offering being delisted from the Nasdaq Capital Market, irrespective of our compliance with the minimum bid price requirement.

If our common stock were to be delisted from the Nasdaq Capital Market, our common stock could revert to trading on the OTCQB or another over-the-counter platform following any delisting from Nasdaq Capital Market. Any such delisting of our common stock could have an adverse effect on the market price of, and the efficiency of the trading market for, our common stock, not only in terms of the number of shares that can be bought and sold at a given price, but also through delays in the timing of transactions and less coverage of us by securities analysts, if any. Also, as we are seeking additional equity capital, it could have an adverse effect on our ability to raise capital in the public or private equity markets.

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USE OF PROCEEDS

~~The following~~We ~~table~~estimate ~~details~~that the ~~Company’s~~net ~~intended~~proceeds ~~use~~from our issuance and sale of ~~proceeds~~[●] ~~from~~shares of our common stock in this ~~Offering~~ offering will be approximately $[●], ~~for~~based ~~the~~on ~~first~~an ~~twelve~~assumed ~~(12)~~initial ~~months~~offering ~~after~~price ~~successful~~of ~~completion~~$[●] per share of common stock (the ~~Offering. None~~ midpoint of the ~~expenditures~~price ~~itemized~~range ~~are~~set ~~listed~~forth inon ~~any~~the ~~particular order~~cover of ~~priority~~this orprospectus), ~~importance. Since~~after giving effect to the ~~Company~~Reverse ~~does~~Stock ~~not~~Split ~~intend~~and toafter ~~pay any~~deducting ~~Offering~~estimated underwriting discounts and commissions and estimated offering expenses ~~from~~payable ~~the~~by ~~proceeds~~us. ~~from~~If ~~this~~Maxim ~~Offering,~~exercises ~~and~~its ~~assuming~~option ~~that 100%~~to ofpurchase ~~the~~additional ~~Offering~~shares isin ~~sold~~full ~~($80~~to cover over-allotments,~~000)~~ if any, ~~the~~we ~~gross~~estimate ~~aggregate~~that our net proceeds will be ~~allocated~~ asapproximately ~~follows:~~$[●] after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

Expenditure Item**
Property Work	$ 7,500
Supervision	2,500
Property Payment	5,000
BLM Claim Fees	840
Professional Fees	20,000
Office and Miscellaneous Expenses	10,000
Cash on Hand	34,160
Total	$80,000

Each $1.00 increase or decrease in the assumed initial offering price of $[●] per share would increase or decrease, as applicable, the net proceeds to us from the sale of shares of our common stock in this offering by approximately $[●] million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same (assuming no exercise of the underwriter’s over-allotment option) and after deducting estimated underwriting discounts and commissions and estimated offering payable by us. Similarly, each increase or decrease of [●] shares in the number of shares offered by us would increase or decrease the net proceeds to us from the sale of our common stock in this offering by approximately $[●] million, assuming no change in the assumed offering price of $[●] per share and after deducting estimated underwriting discounts and commissions and estimated expenses payable by us.

**The aboveWe ~~expenditures~~intend ~~are~~to ~~defined~~use the net proceeds from this offering for (i) $1 million for the exclusive licensing fee for the expanded territories of Canada and Mexico to C-Twelve, (ii) $2 million funding of the C-Twelve Loan (iii) scaling production and distribution of our BioAsphalt™ technology in North America with our commercial partner, Ergon; and (iv) expanding our licensing model to establish commercial partnerships in new markets and in other regions around the world; (v) engaging in research and development to deliver technologies and products that address critical environmental challenges, including continued advancement of BioAsphalt™ to enable potential national security and defense-related applications; and (vi) working capital and general corporate purposes. We intend to allocate the net proceeds from this offering as follows:

Property Work: Work proposed is a Biogeochemistry sampling which will sample along the main strike of the property and will also sample at the fault area on the southern end of the claims. The work will be done by a skilled technician. This includes trucks, accommodations and surveying in grid lines to guide the work.

Use of Net Proceeds	$		%
Scaling North American Production and Distribution with Ergon	$	[●]		20
Establishing Commercial Partnerships Outside of North America	$	[●]		10
Research and Development	$	[●]		10
C-Twelve Loan and License Fee	$	[●]		40
Working Capital	$	[●]		20
Total		[●]		100

~~Supervision: This~~The ~~item~~expected ~~refers~~use toof net proceeds from this offering represents our intentions based upon our present plans and business conditions. However, investors are cautioned that the ~~fee~~nature, amounts and timing of ~~hiring~~our ~~someone~~actual expenditures may vary significantly depending on numerous factors. As a result, our management has and will retain broad and full discretion over the allocation of the net proceeds from this offering. We may find it necessary or advisable to ~~supervise~~use the ~~work~~net proceeds from this offering for other purposes not described above.

~~Property Payment: This~~Pending ~~item~~our ~~refers~~use toof the ~~fee~~net ~~owing~~proceeds byfrom ~~May~~this 17offering, ~~2011,~~we ~~per~~intend ~~our mineral~~to ~~claim~~invest ~~purchase~~the ~~agreement~~net ~~with~~proceeds ~~Gold~~in ~~Explorations~~a variety of capital preservation investments, ~~LLC~~including short-term, investment-grade, interest-bearing instruments, and U.S. government securities.

1132 Table of Contents

~~BLM Claim~~MARKET ~~Fees: This~~FOR ~~item~~COMMON ~~refers~~EQUITY toAND ~~the~~RELATED ~~cost~~SHAREHOLDER ~~of maintaining our 6 lode mining claims on an annual basis. Currently the Bureau of Land Management (BLM) charges $140 per claim per year, to be paid by September 1st.~~MATTERS

~~Professional Fees: This~~Market ~~item refers to all legal services and accounting fees that will be incurred by the Company.~~Information

~~Office and~~Our ~~Miscellaneous~~common ~~Expenses: These~~stock ~~are~~is quoted on the ~~costs~~OTCQB ofunder ~~operating~~the ~~our offices,~~symbol ~~including~~“VRDR.” ~~telephone~~There ~~services,~~has ~~mail,~~been ~~stationary,~~limited ~~acquisition~~trading in our shares of ~~office equipment~~common ~~and~~stock. ~~supplies,~~We ~~bank~~cannot ~~service~~assure ~~fees~~you ~~and~~that ~~charges,~~there ~~and~~will ~~other~~be ~~miscellaneous expenses~~an ~~associated~~active ~~with~~market ~~running~~in the future for our ~~office.~~common stock, even following this offering and our uplisting to Nasdaq.

~~There is~~The nofollowing ~~assurance~~table ~~that~~sets weforth, ~~will~~for bethe ~~able~~periods toindicated, ~~raise~~ the ~~entire~~high ~~$80,000~~and ~~with~~low ~~this Offering. The~~closing ~~following~~prices ~~chart~~of ~~details~~our ~~how~~common westock. ~~will~~These ~~use~~prices ~~the~~reflect ~~proceeds~~inter-dealer ifprices, ~~we raise~~without ~~only~~retail ~~75%~~mark-up, ~~50%,~~mark-down or ~~25%~~commission, and may not represent actual transactions. These prices do not reflect the effect of ~~this~~the ~~Offering:~~Reverse Stock Split.

		25%		50%		75%
		Closing Prices(1)
Property Work	$	-	$	7,500	$	7,500
		High				Low
Supervision		-		2,500		2,500
FISCAL YEAR ENDED JUNE 30, 2024:
Property Payment		-		5,000		5,000
First Quarter		$	0.43				0.0651
BLM Claim Fees		-		840		840
Second Quarter		$	0.17				0.0721
Professional Fees		20,000		20,000		20,000
Third Quarter		$	0.15				0.101
Office and Miscellaneous Expenses		-		4,160		10,000
Fourth Quarter		$	0.57				0.105
Cash on Hand		-		-		14,160
FISCAL YEAR ENDING JUNE 30, 2025:
Totals	$	20,000	$	40,000	$	60,000
First Quarter		$	0.37				0.1241
Second Quarter		$	0.283				0.1214
Third Quarter		$	0.205				0.111
Fourth Quarter		$	0.17				0.0844
FISCAL YEAR ENDING JUNE 30, 2026:
First Quarter		$	0.1001				0.049

~~There is no minimum amount we are required to raise in this Offering and any funds received will be immediately available to us.~~ ____________

If(1) ~~only~~The ~~75%~~above tables set forth the range of ~~this~~ ~~Offering~~high isand ~~sold,~~low weclosing ~~estimate~~prices ~~having~~per ~~sufficient~~share ~~capital~~of our common stock as reported by www.otcmarkets.com for ~~our~~the ~~first year~~periods ofindicated. ~~operations~~Any over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

If only 50% of this Offering is sold, we would have to prioritize our expenses in order of importance. We estimate that this would provide sufficient capital to cover expected professional fees (legal and accounting), mineral property payments, and then mineral exploration for the year, but would limit how much funds would be allocated to office and miscellaneous expenses. At 50% we would not have any extra cash on hand for emergencies, as we could need additional cash for office and miscellaneous expenses. Holders

~~If we~~As ~~raise less than 50%, we will have difficulty in implementing our plan~~ of ~~operations. Our~~ ~~expenses~~the ~~would~~date ~~be further prioritized in order~~ of ~~importance~~ ~~and~~this ~~would~~prospectus, ~~affect how~~ we ~~allocate~~had ~~funds~~approximately 234 shareholders ~~for~~of ~~our planned exploration expenses in the first year~~record. We ~~would~~Because ~~allocate~~certain ~~the~~shares ~~first~~of ~~$20,000~~our ~~to professional~~common ~~fees~~stock asare ~~this~~held isby ~~required~~brokers toand ~~maintain~~other ~~reporting~~institutions ~~status~~on ~~with~~behalf ~~the~~of ~~SEC during~~shareholders, ~~the next 12 months. From there~~ we ~~would~~are ~~need~~unable to ~~pay~~estimate the ~~property payment~~total ~~and~~number ~~BLM~~of ~~fees~~beneficial ~~or we would~~ shareholders.

12Securities Authorized for Issuance under Equity Compensation Plans

~~lose our rights to the 6 mineral claims and any funds left over, if any, would be allocated to office and miscellaneous expenses~~None.

~~If only~~33 ~~25%~~Table of this Offering is sold, we would only have sufficient capital to cover professional fees. We would not be able to cover annual property maintenance and/commitment fees. We would be required to raise additional funds to be able to keep our mineral claim rights and to be able to do any exploration work.Contents

~~No proceeds~~DIVIDEND ~~from this Offering will be paid to the officer or directors in the form of commissions, salary or other compensation.~~POLICY

~~DETERMINATION~~We OFhave ~~OFFERING~~never ~~PRICE~~declared or paid any cash dividends on our capital stock, and we do not anticipate paying any cash dividends in the foreseeable future. The payment of dividends, if any, in the future is within the discretion of our board of directors and will depend on our earnings, capital requirements and financial condition and other relevant facts. We currently intend to retain all future earnings, if any, to finance the development and growth of our business.

The offering price of the common stock has been arbitrarily determined and bears no relationship to any objective criterion of value. The price does not bear any relationship to the Company’s assets, book value, historical earnings, or net worth. In determining the offering price, management considered such factors as the prospects, if any, for similar companies, anticipated results of operations, present financial resources and the likelihood of acceptance of this Offering. Accordingly, the Offering Price should not be considered an indication of the actual value of our securities. CAPITALIZATION

The following table sets forth our cash and capitalization as of September 30, 2025:

	·	on an actual basis; and

	·	on an as adjusted basis to give further effect to our issuance and sale of [●] shares of our common stock in this offering at an assumed initial offering price of $[●] per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

The as adjusted information below is illustrative only and does not give effect to the planned Reverse Stock Split. Our capitalization following the completion of this offering is subject to adjustment based on the initial offering price of the common stock and other terms of this offering determined at pricing. You should read the following table in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and other financial information contained in this prospectus, including the financial statements and related notes appearing elsewhere in this prospectus.

	September 30, 2025			September 30, 2025
	Actual			As Adjusted⁽¹⁾
				Assuming no exercise of the over-allotment option		Assuming full exercise of the over-allotment option
Cash	$	1,175,539		$	[●]	[●]

Shareholders’ Equity
Preferred stock, $0.001 par value, 50,000,000 shares authorized, zero and [●] shares issued and outstanding actual and as adjusted, respectively		-		[●]		[●]
Common stock, $0.001 par value, 10,000,000,000 shares authorized, 1,268,280,891 and [●] shares issued and outstanding actual and as adjusted, respectively		1,269,280		[●]		[●]
Additional paid-in capital		55,107,504		[●]		[●]
Accumulated deficit		(19,182,736	)	[●]		[●]
Accumulated other comprehensive income (loss)		(179,468	)	[●]		[●]
Non-controlling interest		(36	)	[●]		[●]
Total shareholders’ equity		37,014,544		[●]		[●]
Total capitalization	$	38,498,514		$	[●]	[●]

____________

(1)

The as adjusted balance sheet data in the table above reflects the sale and issuance by us of shares of our common stock in this offering, based upon the assumed offering price of $[●] per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

Table of Contents

The number of shares of our common stock to be outstanding upon completion of this offering is based on 1,294,224,767 shares of our common stock outstanding as of the date of this prospectus, before giving effect to the planned Reverse Stock Split, and excludes up to 24,943,876 shares of common stock issuable pursuant to the Ergon Warrant, which has an exercise price per share of $0.08018.

Each $1.00 increase (decrease) in the assumed initial offering price of $[●] per share (the midpoint of the estimated price range set forth on the cover page of this prospectus) would increase (decrease) the amount of cash, additional paid-in capital, total shareholders’ equity (deficit) and total capitalization on an as adjusted basis by approximately $[●] million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase (decrease) of [●] shares in the number of shares of common stock offered by us would increase (decrease) cash, total shareholders’ equity (deficit) and total capitalization on an as adjusted basis by approximately $[●] million, assuming the assumed initial offering price of $[●] per share (the midpoint of the estimated price range set forth on the cover page of this prospectus) remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. The as adjusted information discussed above is illustrative only and will be adjusted based on the actual offering price and other terms of this offering determined at pricing.

DILUTION

~~Dilution represents~~If ~~the~~you ~~difference~~invest ~~between~~in ~~the~~our ~~Offering~~common ~~price~~stock ~~and~~in ~~the~~this ~~net~~offering, ~~tangible~~your ~~book value~~ownership ~~per~~interest ~~share~~will be immediately ~~after~~diluted ~~completion~~to ~~of this Offering. Net tangible book value is~~ the ~~amount~~extent ~~that results from subtracting total liabilities and intangible assets from total assets. Dilution arises mainly as a result~~ of ~~our arbitrary determination of~~ the ~~Offering~~difference ~~price~~between of the ~~Shares~~ ~~being~~initial ~~offered. Dilution~~offering ofprice ~~the~~per ~~value~~share of ~~the~~our ~~Shares~~common ~~you~~stock ~~purchase~~and ~~is also~~the aas ~~result~~adjusted ofnet ~~the~~tangible ~~lower~~ book value ofper ~~shares~~share of our common stock ~~held~~immediately byafter ~~our existing~~this ~~stockholders~~offering.

As Our historical net tangible book value as of September 30, ~~2010~~2025 was $3,500,553, ~~the~~or $ 0.0028 per share of common stock. Historical net tangible book ~~value~~deficit ofper ~~our~~share represents historical net tangible book deficit divided by the number of shares of our common stock ~~was~~ ~~approximately~~outstanding $7at September 30,~~542~~ or2025, ~~approximately~~before ~~$0.003~~giving ~~per~~effect ~~share~~to ~~based~~the ~~upon~~Reverse ~~2,500,000 shares~~Stock ~~outstanding~~Split.

~~Following~~ After giving further effect to (i) our issuance and sale of [●] shares of common stock in this offering at the initial offering price of $[●] per share, which is athe ~~table~~midpoint ~~detailing~~of ~~dilution~~the toprice ~~investors~~range ifset ~~100%~~forth on the cover page of this prospectus, ~~75%~~after deducting underwriting discounts and commissions, ~~50%~~estimated offering expenses payable by us, orand ~~25%~~(ii) the application of the net proceeds from this offering as described in the section of this prospectus entitled “Use of Proceeds,” our as adjusted net tangible book value as of September 30, 2025 would have been approximately $[●] million, or approximately $[●] per share. This represents an immediate increase in as adjusted net tangible book value per share of [●] to our existing shareholders and an immediate dilution in as adjusted net tangible book value per share of approximately $[●] to new investors purchasing common stock in this offering. Dilution per share to new investors purchasing common stock in this offering is ~~sold:~~determined by subtracting as adjusted net tangible book value per share after this offering from the assumed initial offering price per share paid by new investors.

	100% (2,000,000 Shares)	75% (1,500,000 Shares)	50% (1,000,000 Shares)	25% (500,000 Shares)
Net Tangible Book Value Per Share Prior to Stock Sale	0.003	0.003	0.003	0.003
Net Tangible Book Value Per Share After Stock Sale	0.019	0.017	0.014	0.009
Increase in net book value per share due to stock sale	0.016	0.014	0.011	0.006
Dilution (subscription price of $0.04 less NBV per share) to purchasing shareholders	(0.021)	(0.023)	(0.026)	(0.031)

The following table illustrates this dilution on a per share basis to new investors in this offering:

	Assuming no exercise of the over-allotment option		Assuming full exercise of the over-allotment option
Assumed Offering price per share	$	[●]	$	[●]
Historical net tangible book value per share as of September 30, 2025	$	0.0028	$	[●]
Increase in net tangible book value per share attributable to this offering		[●]		[●]
As adjusted net tangible book deficit per share as of September 30, 2025		[●]		[●]
Dilution per share to new investors participating in this offering	$	[●]	$	[●]

~~PLAN~~The OFas ~~DISTRIBUTION~~adjusted information discussed above is illustrative only and will change based on the actual initial offering price, the final reverse split ratio determined when effecting the Reverse Stock Split, the number of shares and other terms of this offering determined at pricing.

~~Shares~~Each ~~Offered~~ $1.00 increase (decrease) in the assumed initial offering price of $[●] per share would increase (decrease) the as adjusted net tangible book value per share after this offering by $[●] per share and the ~~Company~~dilution ~~will~~to benew ~~Sold~~investors purchasing common stock in this offering by ~~Our~~$[●] ~~Officer~~per share, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and ~~Directors~~after deducting underwriting discounts and commissions and estimated offering expenses payable by us. An increase of [●] shares in the number of shares offered by us would increase the as adjusted net tangible book value per share after this offering by $[●] per share and the dilution to new investors purchasing common stock in this offering by $[●] per share, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. A decrease of [●] shares in the number of shares offered by us would increase the as adjusted net tangible book value per share after this offering by $[●] per share and the dilution to new investors purchasing common stock in this offering by $[●] per share, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

~~This~~If isMaxim aexercises ~~self-underwritten (“best-efforts”)~~its ~~offering. This~~option ~~Prospectus~~to ispurchase ~~part~~[●] ofadditional ashares ~~registration statement~~of ~~that~~common ~~permits~~stock ~~our~~in ~~officer~~this ~~and~~offering ~~directors~~in tofull ~~sell~~at the ~~Shares~~assumed ~~being offered~~initial byoffering ~~the~~price ~~Company~~of ~~directly~~$[●] toper ~~the public~~share, ~~with~~and noassuming ~~commission~~the ornumber ~~other remuneration~~of ~~payable to them for any~~ shares ~~they~~offered ~~may~~by ~~sell. There~~us, ~~are~~as ~~no plans~~set orforth ~~arrangements~~on ~~to enter into any contracts or agreements to sell~~ the ~~Shares~~ ~~with~~cover apage ~~broker or dealer. Our officer and two~~ of ~~our~~this ~~directors~~prospectus, ~~will sell~~remains the ~~Shares~~same, and ~~intend~~after todeducting ~~offer~~underwriting ~~them~~discounts toand ~~friends,~~commissions ~~family members~~ and ~~business acquaintances. In~~estimated offering ~~the~~expenses ~~securities~~payable onby ~~our behalf~~us, ~~our officer and directors will rely on~~ the ~~safe~~as ~~harbor~~adjusted ~~from~~net ~~broker~~tangible ~~dealer~~book ~~registration~~value ~~set~~per ~~out in~~share ~~Rule~~after ~~3a4-1~~this ~~under~~offering ~~the~~would ~~Securities~~be ~~Act~~$[●] ofper ~~1934. The~~share, ~~officer~~ and ~~directors will not register as broker-dealers pursuant to Section 15 of~~ the ~~Securities Exchange~~dilution ~~Act of 1934,~~ in ~~reliance~~as ~~upon~~adjusted ~~Rule~~net ~~3a4-1,~~tangible ~~which~~book ~~sets~~value ~~forth~~per ~~those conditions~~share ~~under~~to ~~which~~new ainvestors ~~person~~purchasing ~~associated~~common ~~with~~stock ~~an issuer may participate~~ in ~~the~~ this offering ofwould ~~the issuer’s securities and not~~ be ~~deemed~~$[●] toper ~~be a broker-dealer~~share.

aThe number of shares of common stock that will be outstanding after this offering is based on 1,294,224,767 shares of common stock outstanding as of the date of this prospectus, and excludes up to 24,943,876 shares of common stock issuable pursuant to the Ergon Warrant, which has an exercise price per share of $0.08018.

~~Our~~35 ~~officer~~Table ~~and directors are not subject to a statutory disqualification, as that term is defined in Section 3(a)(39)~~ of ~~the Act, at the time of their participation, and,~~Contents

b.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

~~Our~~AND ~~officer~~RESULTS ~~and directors~~OF ~~will not be compensated in connection with their participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities, and~~OPERATION

cThe following discussion and analysis is based on, and should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this prospectus. Management’s Discussion and Analysis of Financial Condition and Results of Operations contains statements that are forward-looking. These statements are based on current expectations and assumptions that are subject to risk, uncertainties and other factors. These statements are often identified by the use of words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “estimate,” or “continue,” and similar expressions or variations. Actual results could differ materially because of the factors discussed in “Risk Factors” elsewhere in this prospectus, and other factors that we may not know.

~~Our officer and directors are not, nor will be at the time of their participation in the offering, an associated person of a broker-dealer; and~~Overview

d We are a road construction and building materials company offering proprietary, environmentally sustainable materials and seeking to redefine our industry with a clear mission: enabling the #TransitiontoZero™. Our proprietary product BioAsphalt™ incorporates biochar, a powerful carbon sequestering material, into infrastructure with the goal of reducing emissions, improving performance, and lowering overall costs. We also offer a licensed proprietary cold mix biochar asphalt emulsifying agent, which we call “Verde V24”. Further, we expect to generate revenues from the generation by our products, and our subsequent sale, of carbon removal credits. We believe our proprietary products, know-how and business plan place us at the forefront of sustainable innovation in the construction and building materials sector, an industry we believe is long overdue for transformation.

Our ~~officer~~strategic ~~and directors~~roadmap ~~meet~~for ~~the~~achieving ~~conditions of paragraph (a)(4)(ii) of Rule 3a4~~net-1zero ofemissions—what ~~the Exchange~~we ~~Act,~~call ~~in that they (A) primarily perform, or are intended to primarily perform at~~ the ~~end~~Verde ofNet ~~the~~Zero ~~offering, substantial duties for or on behalf of our Company, other than in connection with transactions in securities; and (B) is not a broker or dealer, or~~ Blueprint—has ~~been~~achieved ~~an associated person of a broker or dealer, within~~ the ~~preceding~~following ~~twelve~~significant ~~months, and (C) has not participated in selling and offering securities for any Issuer more than once every twelve months other than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii).~~milestones:

Our officer, directors, control persons, and affiliates of same do not intend to purchase any shares in this Offering.

	●	The issuance to our company in April 2025 of the world’s first carbon removal credit from asphalt production and application, certified by Puro.earth, the leading global registry for engineered carbon removal.

	●	Technological validation of our BioAsphalt™ by NCAT, including receipt of preliminary performance results from NCAT in July 2025 that demonstrated consistent durability, particularly under low-volume roadway conditions. Most recently, in September 2025, NCAT’s latest evaluation of our cold recycling mix using 100% RAP from laboratory testing demonstrated that our cold-recycled mix not only meets but exceeds industry specifications for cold-recycled asphalt. These results showed superior cohesion, high TSR, and retained stability compared to standard cold mix benchmarks, validating its strength, durability, and moisture resistance.

~~DESCRIPTION~~Our OFVerde ~~SECURITIES~~Net TOZero BEBlueprint ~~REGISTERED~~is comprised of our portfolio of validated technologies that enable the production of sustainable infrastructure materials with the integrated ability to generate certified carbon removal credits. This positions carbon sequestration not just as an environmental co-benefit, but as a monetizable feature embedded in our business plan.

~~Our~~As ~~authorized capital~~the ~~stock~~rise ~~consists~~ of ~~100~~artificial intelligence accelerates data center energy consumption,~~000,000~~ ~~shares~~which is now projected to account for a growing share of ~~common~~global ~~stock~~electricity use, ~~par~~enterprises ~~value~~worldwide $0are facing increasing pressure to offset their carbon footprints.~~001 per~~ ~~share~~This ~~and~~is ~~50,000,000~~driving ~~shares~~up ofdemand ~~preferred~~for ~~stock~~high-integrity, ~~par~~verifiable ~~value~~carbon $0credits.~~001.~~

~~Common Stock~~Our model presents a novel combination of infrastructure performance with measurable climate impact, establishing us as a first mover in scalable Net Zero solutions, which we believe positions us well to meet the demands of a rapidly decarbonizing, carbon-constrained economy.

~~The holders~~With ofkey ~~our~~third-party ~~common~~validations ~~stock~~from ~~(i)~~groups ~~have~~such ~~equal~~as ~~ratable~~NCAT ~~rights~~and toPuro. ~~dividends~~earth ~~from funds~~in ~~legally~~place, ~~available~~we are now focused on commercializing our solutions in the United States, ~~therefore~~our most strategic market. To this end, ~~when~~we recently entered into an exclusive licensing agreement with Ergon, asan ~~and~~industry ifleader ~~declared~~in byasphalt ~~our~~innovation ~~Board~~and supply and one of ~~Directors;~~ ~~(ii)~~the ~~are~~largest ~~entitled~~liquid toasphalt ~~share~~and emulsion marketers in ~~all~~North America, for the production of asphalt surface course material containing our ~~assets~~proprietary ~~available~~solution ~~for distribution~~across North America. As our domestic operations scale through Ergon, we plan to ~~holders~~license ofthe ~~common~~Verde ~~stock~~Net ~~upon~~Zero ~~liquidation~~Blueprint globally, targeting infrastructure and materials companies in countries aligned with the Paris Climate Agreement and pursuing Net Zero by 2050.

1436 Table of Contents

~~dissolution~~We orplan ~~winding~~to upexpand ofoperations ~~our~~and ~~affairs;~~generate ~~(iii)~~and dogrow ~~not~~revenue ~~have preemptive,~~over ~~subscription~~the ornext ~~conversion~~twelve ~~rights~~(12) ~~and~~months ~~there~~primarily ~~are~~through nomarketing ~~redemption~~and ~~or sinking~~selling ~~fund~~our ~~provisions~~proprietary orroad ~~rights;~~technologies ~~and~~through ~~(iv)~~Ergon ~~are~~exclusively ~~entitled~~in toNorth ~~one~~America, ~~non-cumulative vote~~with ~~per~~an ~~share~~initial onfocus ~~all matters~~ on ~~which~~the ~~stockholders~~United ~~may vote~~States. ~~All~~ ~~shares~~ Production planning of ~~Common~~our ~~Stock~~materials ~~now~~has ~~outstanding~~already ~~are~~commenced, ~~fully~~with ~~paid~~distribution ~~for~~anticipated ~~and~~to ~~non-assessable~~occur ~~and~~through ~~all shares~~the ofErgon’s ~~Common~~established ~~Stock~~sales ~~which~~channels, ~~are~~reaching ~~the~~asphalt ~~subject~~mixing ofplants ~~this~~across ~~Offering,~~the ~~when~~United ~~issued~~States, ~~will be~~Canada ~~fully~~and ~~paid~~Mexico for blending and ~~non-assessable~~placement. ~~Reference~~ isEmbedding ~~made~~our totechnology ~~the~~into ~~Company~~Ergon’s ~~Articles~~ ofnationwide ~~Incorporation,~~business ~~By-laws,~~footprint ~~and~~would ~~the~~enable ~~applicable~~immediate ~~statutes~~scalability ~~of the State of Nevada for a more complete description of the rights~~ and ~~liabilities~~near-term ofrevenue ~~holders of the Company’s securities~~generation.

~~Preferred Stock~~We believe our asset light business model enables scalable growth while minimizing capital intensity, creating recurring revenue streams through licensing, sales, royalties, carbon monetization, and strategic partnerships. We operate through our primary U.S. subsidiary, Verde Renewables, headquartered in St. Louis, Missouri.

~~While~~Recent our Certificate of Incorporation authorizes the issuance of 50,000,000 shares of preferred stock, $0.001 par value per share, no preferred shares have been issued nor are contemplated to be issued in the near future.Developments

~~Non~~Addendum to C-~~cumulative Voting~~Twelve Agreement

~~Holders~~Effective ofOctober ~~shares~~8, of2025, ~~our~~we ~~common~~entered ~~stock~~into ~~do not~~the ~~have~~C-Twelve ~~cumulative~~Addendum ~~voting~~with ~~rights,~~C-Twelve pursuant to which ~~means~~(i) ~~that~~C-Twelve approved our entry into the ~~holders~~Ergon ofLicense, ~~more~~(ii) ~~than~~the ~~50% of~~exclusive territory granted to us under the ~~outstanding~~C-Twelve ~~shares~~Agreement is expanded to comprise the United States (including all states, ~~voting~~territories, and regions thereof), Canada and Mexico, (iii) we agreed to pay an additional $1 million in exclusive licensing fees for the ~~election~~expanded territories of ~~directors~~Canada and Mexico, ~~can~~which ~~elect~~shall ~~all~~ be paid concurrently with the C-Twelve Loan and (iv) we agreed to a potential conditional fee payment to C-Twelve in 2027 based on agreed minimum amounts of liters of Verde V24 which we may purchase from C-Twelve. We are required to fund the ~~directors~~C-Twelve Loan and the additional $1 million fee to C-Twelve (the proceeds of which are expected to be ~~elected,~~used ifby ~~they~~C-Twelve soin ~~choose,~~part ~~and,~~to enhance its Verde V24 manufacturing capability) within thirty (30) days of closing of a transaction in which our common stock becomes listed on a U.S. national exchange, provided that if such ~~event~~funding is not achieved by July 31, ~~the holders~~2026, ofC-Twelve shall have the ~~remaining~~right, ~~shares~~on ~~will~~ten ~~not~~(10) bebusiness ~~able~~days’ notice, to ~~elect~~hold ~~any~~us in breach of ~~our directors~~the C-Twelve Agreement.

~~Dividend Policy~~The foregoing description of the C-Twelve Addendum is not complete and is qualified in its entirety by reference to the full text of the C-Twelve Addendum, a copy of which is filed as Exhibit 10.4 to the registration statement of which this prospectus forms a part.

~~The~~Ergon Company does not anticipate paying dividends on the Common Stock at any time in the foreseeable future. The Company’s Board of Directors currently plans to retain earnings for the development and expansion of the Company’s business. Any future determination as to the payment of dividends will be at the discretion of the Board of Directors of the Company and will depend on a number of factors including future earnings, capital requirements, financial conditions, and such other factors as the Board of Directors may deem relevant.License

~~Terms~~On October 10, 2025, we entered into the Ergon License, pursuant to which we granted Ergon an exclusive, non-transferable license to use, manufacture, commercialize, market, sell and distribute any product that contains or is manufactured or formed by Ergon using our proprietary cold mix biochar asphalt emulsifying agent, Verde V24, in the United States (including its territories), Canada and Mexico, in exchange for Ergon agreeing to purchase Verde V24 from us at a fixed price (which is inclusive of all fees associated with the ~~Offering~~ license, but subject to consumer price index adjustments) for use in Ergon’s asphalt road materials products.

~~The~~We ~~Shares~~agreed ~~offered~~ with Ergon to an initial fifteen (15) month “go-to-market period”, during which there will be ~~sold~~no atminimum ~~the~~purchase ~~fixed~~requirements ~~price~~for Ergon’s purchases of $0Verde V24.04 For ~~per~~each ~~share~~calendar ~~until~~year beginning January 1, 2027, Ergon has agreed to negotiate with us in good faith towards the ~~completion~~establishment of ~~this Offering~~possible minimum purchase amounts based on certain customary factors. ~~There~~ We ishave noalso agreed with Ergon that if minimum ~~amount~~purchase ofamounts ~~subscription~~are ~~required~~agreed ~~per investor~~to for any given calendar year, we and ~~subscriptions,~~Ergon ~~once~~will ~~received~~agree in good faith to new minimum purchase amounts for each subsequent year, ~~are~~subject ~~irrevocable~~to consideration of customary factors.

~~This~~We ~~Offering~~also ~~will~~agreed ~~commence~~to onprovide ~~the~~Ergon ~~date the~~with ~~registration~~forty ~~statement~~percent ~~is declared effective~~ (~~which~~40%) ~~also~~of ~~serves~~its asshare ~~the date~~ of ~~this~~the ~~Prospectus)~~carbon ~~and~~removal ~~will~~credits ~~continue~~generated ~~for~~from athe ~~period~~mixing of ~~270 days, unless~~ the ~~Offering~~ isfinal ~~completed~~carbon bysequestering orBioAsphalt™ surface ~~otherwise~~material, ~~terminated~~so bylong ~~us (the “Expiration Date”).~~as:

~~This~~(a) ~~Offering~~the ~~has~~carbon noremoval ~~minimum~~credits ~~and,~~are ~~as such,~~generated wefrom ~~will~~bulk bemixing ~~able~~or topackaged ~~spend~~mixed ~~any~~product, ~~of the proceeds received by us.~~and

15(b) the mixing of the final BioAsphalt™ surface material includes biochar purchased from us.

~~Offering Proceeds~~37 Table of Contents

WeThe ~~will~~Ergon beLicense ~~selling all~~additionally ofgrants Ergon the ~~2,000,000~~right ~~shares~~to ofuse ~~common~~our ~~stock~~trademarks weand ~~are~~access ~~offering~~to asongoing ~~a self-under-written~~technical ~~offering. There~~services ~~is no minimum amount we are required~~ to ~~raise~~ infacilitate ~~this~~the ~~Offering~~monitoring, reporting, and ~~any~~verification ~~funds~~process ~~received~~of ~~will~~each beton ~~immediately~~of ~~available~~carbon ~~to us~~dioxide sequestered.

~~Procedures~~The term of the Ergon License is ten (10) years, with an automatic renewal for additional ten (10) year periods, subject to a minimum of six (6) months’ notice of cancellation prior to renewal. The Ergon License may be terminated in the event of non-payment of amounts due, initiation of bankruptcy proceedings, or under other customary terms. Additionally, Ergon may terminate the Ergon License upon sixty (60) days’ prior written notice in the event that our Chief Executive Officer, Jack Wong, or our Chief Operating Officer, Eric Bava, are removed from their respective positions with us for reasons other than termination for cause or voluntary resignation. The Ergon License additionally contains provisions regarding confidentiality, indemnification, and ~~Requirements~~ representations and warranties of the parties that are customary for ~~Subscription~~such an agreement.

IfThe ~~you~~foregoing ~~decide~~description ~~to subscribe~~of ~~for~~the ~~any~~Ergon ~~Shares~~License inis ~~this~~not ~~Offering,~~complete ~~you~~and ~~will~~is bequalified ~~required~~in toits ~~execute~~entirety ~~a Subscription~~by ~~Agreement~~reference ~~and~~to ~~tender~~the ~~it,~~full ~~together~~text ~~with~~of athe ~~check~~Ergon orLicense, ~~certified~~a ~~funds to~~copy ~~us. Subscriptions,~~of ~~once~~which ~~received~~is byfiled ~~the~~as ~~Company,~~Exhibit ~~are irrevocable~~10. ~~All~~1 ~~checks~~to orthe ~~certified~~registration ~~funds~~statement ~~for~~of ~~subscriptions~~which ~~should~~this beprospectus ~~made~~forms ~~payable~~a ~~to “Verde Resources, Inc~~part.”

~~Right~~Ergon toPrivate ~~Reject Subscription~~Placement

WeOn ~~have~~October 31, 2025, we entered into the ~~right~~Ergon Purchase Agreement, pursuant to ~~accept~~ orwhich ~~reject~~Ergon ~~subscriptions~~purchased ina ~~whole~~total orof in24,943,876 ~~part~~shares of our common stock and a warrant to purchase 24,943,876 ~~for~~shares ~~any~~of ~~reason~~our orcommon ~~for~~stock, ~~no reason~~at a combined purchase price of $0. ~~All~~08018 ~~monies~~per ~~from~~share, ~~rejected~~which ~~subscriptions~~represents ~~will~~a befive ~~returned immediately~~percent by(5%) usdiscount to the ~~subscriber,~~volume-weighted ~~without~~average ~~interest~~price orof ~~deductions. Subscriptions~~our common stock for ~~securities~~the ~~will~~thirty be(30) ~~accepted~~trading ordays ~~rejected~~immediately ~~within~~preceding 48the ~~hours~~closing ~~after we~~of ~~receive~~the ~~them~~offering of the Ergon Shares and Warrant by us to Ergon.

~~INTEREST~~We OFreceived ~~NAMED~~gross ~~EXPERTS~~proceeds ~~AND~~of ~~COUNSEL~~$2 million from the Ergon Private Placement, excluding proceeds, if any, from the exercise of the Warrant. We intend to use the proceeds of the Ergon Private Placement for working capital and general corporate purposes.

NoUnder ~~expert~~the orterms ~~counsel named~~of inthe ~~this~~Ergon ~~Prospectus~~Purchase asAgreement, ~~having~~Ergon ~~prepared~~is orprohibited ~~certified~~from selling any ~~part~~shares of ~~this Prospectus~~common orstock ~~having~~acquired ~~given~~in anthe ~~opinion~~Ergon ~~upon~~Private Placement without our prior written consent until 180 days (the ~~validity~~“Standstill Period”) after the closing of a firm commitment public offering of our the ~~securities~~common ~~being registered~~stock orand ~~upon~~our ~~other~~concurrent ~~legal~~uplisting ~~matters~~to ina ~~connection~~national ~~with~~market exchange (the ~~registration~~“Uplist”); ~~or offering~~provided that if the Uplist has not occurred by September 30, 2026, the prohibition on sales will terminate. The Ergon Purchase Agreement additionally grants Ergon (i) the right to appoint a non-voting observer to our board of directors for so long as Ergon holds one third (1/3) of the shares of common stock ~~was~~acquired ~~employed~~in onthe aErgon ~~contingency~~Private ~~basis,~~Placement orand ~~had,~~so long as the Ergon License has not expired or ~~is to~~been ~~receive,~~terminated in ~~connection~~accordance with ~~the~~its ~~Offering~~terms, a(ii) ~~substantial~~certain ~~interest~~“piggyback” registration rights, ~~direct~~whereby, ~~or indirect~~subject to certain exceptions, infollowing the ~~Registrant~~Standstill orPeriod, ~~any~~if we file a registration statement for the public offer and sale of ~~its~~our ~~parents~~securities, orErgon ~~subsidiaries. Nor~~has ~~was any~~the right to have the Ergon Shares and Warrant Shares included in such ~~person~~registration ~~connected~~statement ~~with~~for ~~the~~public ~~Registrant~~resale, orand (iii) subject to customary exemptions, a three (3) year right of participation in any issuance by us of ~~its~~our ~~parents~~common stock or ~~subsidiaries~~ Common Stock Equivalents (as defined in the Ergon Purchase Agreement) in a ~~promoter~~financing transaction, ~~manager~~whereby orErgon ~~principal~~has ~~underwriter,~~the ~~voting~~right ~~trustee, director,~~to ~~officer,~~participate orin ~~employee~~such transaction up to its then-current percentage holdings of our outstanding common stock as determined by dividing the number of shares of our common stock then held by Ergon by the number of shares of our common stock then outstanding.

~~Parsons/Burnett/Bjordahl/Hume~~The Ergon Purchase Agreement contains customary representations, ~~LLP~~ warranties and agreements by us and Ergon, indemnification obligations of ~~Bellevue~~ours, ~~Washington,~~and another ~~independent~~customary ~~legal~~obligations ~~counsel~~of the parties. The representations, ~~has~~warranties ~~provided~~and ~~an opinion~~covenants oncontained in the ~~validity~~Ergon Purchase Agreement were made only for purposes of ~~Verde’s~~such ~~common~~agreement ~~stock~~and as of specific dates, were solely for the benefit of the parties to the Ergon Purchase Agreement and may be subject to limitations agreed upon by the contracting parties.

~~Legal~~The –foregoing ~~James~~description Bof the Ergon Purchase Agreement and Warrant are not complete and are qualified in its entirety by reference to the full text of the Ergon Purchase Agreement and Warrant, copies of which are filed as Exhibits 10. ~~Parsons~~2 and 4.2, respectively, to the registration statement of which this prospectus forms a part.

~~Parsons/Burnett/Bjordahl/Hume, LLP~~38 Table of Contents

~~10900 N.E.~~Key ~~4th~~Factors ~~Street,~~that ~~Suite~~Affect ~~1850Bellevue,~~Our WAResults ~~98004~~of Operations

~~425-451-8036 (office)~~We ~~425-451-8568~~believe ~~(fax)~~the following key factors may affect our financial condition and results of operations:

● Ergon License: Our entry into the Ergon License is expected to drive long-term revenue growth through product sales of Verde V24 and related proprietary materials. The ~~financial statements~~Ergon ~~included~~License establishes Ergon as the exclusive licensee for Verde V24 in ~~this~~the ~~filing~~United ~~have~~States, ~~been~~Canada ~~audited~~and byMexico, enabling large-scale commercialization of our Verde V24 technology while allowing us to expand our business without the ~~independent~~capital ~~audit firm~~demands of ~~Child~~direct manufacturing or distribution. ● Adoption of Biochar-Asphalt Technology: Market acceptance of the Verde Net Zero Blueprint technologies by contractors, ~~Van~~state ~~Wagoner~~Departments &of ~~Bradshaw~~Transportation, ~~PLLC~~and private sector customers will influence royalty streams and future expansion opportunities. ● Carbon Credit Monetization: The issuance, pricing, and sales of ~~Salt~~certified ~~Lake~~carbon ~~City~~removal credits tied to our biochar-based asphalt applications will be a key driver of financial performance. ● Operational and Integration Costs: Expenses related to technology transfer, ~~Utah~~compliance monitoring, and integration into licensee production systems will impact near-term margins. ● Regulatory and Environmental Policies: Federal and state infrastructure spending, emissions reduction mandates, and climate policies may accelerate the adoption of our technology and corresponding revenue growth. ● Continuous Improvement and Innovation: We are committed to continuous improvement and innovation on our core technologies to enhance performance, durability, and environmental benefits. ● Maintaining the Quality of our Products: We seek to maintain robust quality assurance and measurement systems to confirm that all licensed products consistently meet our technical specifications and industry standards.

Child, Van Wagoner & Bradshaw, PLLC

5296 South Commerce Drive

Suite 300

Salt Lake City, UT 84107

801-281-4700 (office)

801-281-4701 (fax)

INFORMATION WITH RESPECT TO THE REGISTRANT

Description of Business

We were incorporated in the State of Nevada on April 22, 2010. We are an exploration stage corporation. An exploration stage corporation is one engaged in the search of mineral deposits or reserves which are not in either the development or production stage. We intend to conduct exploration activities on the Payday Claims, Esmeralda County, Nevada. We maintain our statutory registered agent's office at Corporate Direct, Inc., 2248 Meridian Blvd Ste H, Minden, NV 89423 and our business office is located at 905 Ventura Way, Mill Valley, CA 94941. This is our mailing address as well. Our telephone number is (415) 860-5192. At present, we do not pay rent. The business address is provided to us at no charge by the Company’s sole officer, Stephen Spalding.

There is no assurance that a commercially viable mineral deposit exists on the property and further exploration will be required before a final evaluation as to the economic feasibility is determined.

We have no plans to change our business activities or to combine with another business, and are not aware of any events or circumstances that might cause our plans to change.

Background

On May 17, 2010, we executed a Mineral Claim Purchase Agreement with Gold Explorations, LLC, an unrelated third party that holds title to the property. Under the terms of the purchase agreement, we have the right to explore for gold on 120 acres. The property is comprised of 6 lode mining claims in Esmeralda County, Nevada. The terms of the agreement provide that we will pay Gold Explorations, LLC $10,000 upon signing and transfer of title, which we have completed. Additional payments are due as follows: $5,000 one year after signing, $10,000 two years after signing, $10,000 three years after signing, $10,000 four years after signing, and a final payment of $55,000 five years after signing.

We are to make exploration expenditures in the amount of $50,000 USD over five years. The exploration program, prepared by Steve Karolyi, in the amount of $10,000 USD, shall be part of this expenditure commitment and this work shall be done in 2011.

We may terminate the agreement upon giving thirty (30) days notice. The property is subject to the rules and regulations of the Bureau of Land Management (BLM). We will be exploring for mineralized material. Mineralized material is a mineralized body, which has been delineated by appropriate spaced drilling or underground sampling to support sufficient tonnage and average grade of metals to justify removal. The Agreement grants us the right to enter the property with

our employees, representatives and agents, and to prospect, explore, test, develop, work, and mine the property.

We will be responsible for payment of any taxes and maintenance fees due to the BLM for 2010 (paid August 2010) and every year thereafter. Pursuant to the agreement, it is understood and agreed that in the event either party stakes additional claims within one mile of the existing outer boundary of the Payday claims, those claims will become part of this agreement.

We have no revenues, have achieved losses since inception, have no operations, have been issued a going concern opinion, and rely upon the sale of our securities and loans from our officer and two of our directors to fund operations.

Claims

The property consists of 6 lode claims. The claims have been legally located and filed with the Esmeralda County, Nevada. A fee of $140 per claim was paid in August 2010, to the Bureau of Land Management (BLM). The annual fees payable to the BLM currently amount to $140 per claim per year to keep the claims valid. The next annual fee will be due on or before September 1, 2011.

The following is a list of claim numbers, location, and date of recording of our claims:

Claim No	Location	Date of Recording
Payday #1	Sec.19, T2S, R41E, MDBM	May 4, 2010
Payday #2	Sec.19, T2S, R41E, MDBM	May 4, 2010
Payday #3	Sec.19, T2S, R41E, MDBM, Sec.18, T2S, R41E, MDBM	May 4, 2010
Payday #4	Sec.19, T2S, R41E, MDBM, Sec.18, T2S, R41E, MDBM	May 4, 2010
Payday #5	Sec.18, T2S, R41E, MDBM	May 4, 2010
Payday #6	Sec.18, T2S, R41E, MDBM	May 4, 2010

In total 6 lode mineral claims.

Location and Access

The Payday claims are located in the Walker Lane lineament of Esmeralda County, Nevada, a prominent mineralized area in Nevada. As per the enclosed map, the property is 20 miles via the pole line road from Tonopah, Nevada, the County seat of Nye County and the location for supplies. The paved road from Goldfield (14 miles) and Silver Peak (12 miles) passes within 1

½ miles of the property which is at an elevation of 5,500 feet. A 4x4 accessible road of 2.8 miles reaches the south end of the claims. Access and work are possible all year long.

History

In Tonopah, County seat of Nye County, Nevada, silver was discovered in 1900. The discovery was reportedly made by a freighter’s wife, Mrs. Butler, who picked up a rock to throw at one of the mules and discovered the ore. Tonopah, primarily a silver camp, has produced 1.8 million oz of gold. This town is about 20 miles from the Payday claims.

Silver Peak in Esmeralda County is about 14 miles to the west of the Payday claims and was discovered in 1863. It has been a gold and silver camp. Silver Peak has produced 560,000 oz of gold to 1959.

Goldfield is about 25 miles south of Tonopah and is the County seat of Esmeralda County. The town is about 15 miles south east of the Payday claims. Gold in Goldfield was originally discovered about 1900, but was abandoned because of “little promise.” It was then rediscovered about 1902. The camp has produced 4,104,800 oz of gold to 1959, 1,450,000 oz of silver, 7.5 million pounds of copper, and some lead.

Geology

The Payday location is included in the Walker Lane lineament. The claims follow a thrust fault and a high angle fault from north to south.

The rocks here are Cambrian Harkless formation (Eh on the map), a dominantly green siltstone. This mineral is exposed in a prospect pit (early 1900s) at the south end of the property. In contact with this formation is Cambrian Poleta formation (Ep on the map), mostly thick bedded carbonate in the lower part overlain by green siltstone with limestone and quartzite interbeds. In contact with the Harkless and across the wash at the south end of Payday is Cambrian Campito formation (Eca on the map) of the Andrews Mountain Member, dominantly dark grey fine grained quartzite.

Not shown on the map but apparent on the ground is a fault running more or less east and west in the wash at the point of the red arrow, and under the alluvium shown in bright yellow on the map and delineated (Qal). This area has brecciated, fractured, altered, and rust-stained rock exposed in early pits.

Glossary of Mining Terms

“Alluvium”	Alluvium is loose, unconsolidated (not cemented together into a solid rock), soil or sediments, eroded, deposited, and reshaped by water in some form in a non-marine setting.
“Anomaly”	Something which deviates from the standard or expected
“Breccia”	Breccia is a rock composed of broken fragments of minerals or rock cemented together by a fine-grained matrix that may be similar to or different from the composition of the fragments.
“Cambrian”	The Cambrian is the first geological period of the Paleozoic Era, lasting from 542 ± 0.3 million years ago to 488.3 ± 1.7 million years ago.
“Carbonate”	In geology and mineralogy, the term "carbonate" can refer both to carbonate minerals and carbonate rock (which is made of chiefly carbonate minerals), and both are dominated by the carbonate ion, CO2-3. Carbonate minerals are extremely varied and ubiquitous in chemically-precipitated sedimentary rock.
"Gold" or “Au”	A heavy, soft, yellow, ductile, malleable, metallic element. Gold is a critical element in computer and communications technologies
“Mineral claim”	A portion of land held either by a prospector or a mining company
“Quartzite”	Quartzite is a hard metamorphic rock which was originally sandstone. Sandstone is converted into quartzite through heating and pressure usually related to tectonic compression.
“Siltstone”	Siltstone is a sedimentary rock which has a grain size in the silt range, finer than sandstone and coarser than claystones.
“Thrust fault”	A thrust fault is a type of fault, or break in the Earth's crust across which there has been relative movement, in which rocks of lower stratigraphic position are pushed up and over higher strata. They are often recognized because they place older rocks above younger.

Location Map

Proposed Work

Our proposed exploration program, to be completed in the first year, is estimated to cost $10,000, as follows:

Property work - $7,500

Supervision - $2,500

Our Proposed Exploration Program

Our exploration program involves biogeochemistry surveys, which involves the collection and chemical analysis of whole plants, selected parts of plants, or humus. Biogeochemistry methods are based on the fact that during chemical weathering, the mobilized elements are concentrated as dissolved ions in soil moisture, and by complex mechanisms, become available to plants. Elements migrate to various parts of the plant or tree and, by judicious selection of the parts of the plant to be subjected to analysis (biogeochemistry), anomalies may be found which are indicative of mineralization. Interest in the chemical analysis of vegetation, particularly trees, is based primarily on the fact the roots of some species reach depths of 100 feet or more and often spread over considerable distance so that a large volume of soil is sampled by their root system. In such cases, analysis of appropriate parts of the tree (such as bark, twigs, needles, leaves) may reveal buried mineralization.

The biogeochemistry sampling will cost $7,500 and will return 100 samples. On the Payday claims, the proposed sampling will be along the main strike of the property and the fault area on the southern end of the claims. This work will be done by a skilled technician, sampling sage brush. The samples are then reduced to ash and the ash analyzed.

The cost of supervision is $2,500, which includes trucks and accommodations and surveying in grid lines to guide the work.

The objective of this work would be to determine if there is an economically recoverable gold resource on this property. This initial phase of work will provide enough information to allow the Company to decide whether or not to proceed to the next phase of exploration.

The costs of our work program were provided by Steve Karolyi. Mr. Karolyi joined our Board of Directors on October 29, 2010. We will begin exploration activity after this public Offering is completed.

We cannot provide you with a more detailed discussion of how our exploration program will work and what we expect will be our likelihood of success. That is because we have a piece of raw land and we intend to look for a gold ore body. We may or may not find an ore body. Our purchase agreement grants us the right to enter on the property with our employees, representatives and agents, and to prospect, explore, test, develop, work and mine the property. We hope we do, but it is impossible to predict the likelihood of such an event. In addition, the nature and direction of the exploration may change depending upon initial results. Because we have not found economic mineralization, it is impossible to project future revenue generation.

Competition

The gold mining industry is fragmented, that is there are a large number of gold prospectors and producers, small and large. We do not compete with anyone. That is because there is no competition for the exploration or removal of minerals from the claims we will be exploring. We will either find gold on the property or not. If we do not, we will cease or suspend operations. We are one of the smallest exploration companies in existence. We are an infinitely small participant in the gold mining market. Readily available gold markets exist in the United States and around the world for the sale of gold. Therefore, we will be able to sell any gold that we are able to recover.

Regulations

Our mineral exploration program is subject to the regulations of the Bureau of Land Management.

The prospecting on the property is provided under the existing 1872 Mining Law and all permits for exploration and testing must be obtained through the local Bureau of Land Management (BLM) office of the Department of Interior. Obtaining permits for minimal disturbance as envisioned by this exploration program will require making the appropriate application and filing of the bond to cover the reclamation of the test areas. From time to time, an archeological clearance may need to be contracted to allow the testing program to proceed.

Claim/Rental Fee Requirements

A mining claim location notice must be filed with the BLM within 90 days from the date of location of the claim or site and must also be filed with the County Recording Office.

All new locations must be accompanied by the required fees of a $15 service charge, $34 location fee, and a $140 maintenance payment fee for the first year of location, for a total of $189 per claim or site. Claims will expire September 1st, if annual filings are not made.

By September 1of every year or before, a $140 maintenance payment fee must be paid to the BLM. Once a claim is serialized, an annual filing must be made on or before September 1, of each year to maintain the claim. Because we have fewer than 10 claims, we may choose to file either the maintenance fee payment or file the Maintenance Fee Waiver certification (a.k.a. small miner’s waiver). If we choose to file a small miner’s waiver, then we must also perform $100 worth of labor or improvements on all lode claims during the assessment year (September 1, noon through September 1, noon). An Assessment Work Notice (Proof of Labor) form must be filed on or before December 30, along with the $10 filing fee per claim. A small miner’s waiver is short for maintenance fee payment waiver certification. A small miner’s waiver may be filed by those claimants holding 10 or fewer claims, instead of paying the $140 maintenance fee by September 1, of each year. If we choose to file a small miner’s wavier, we must also perform assessment work and file an assessment work notice by December 30 of each year.

Some of the activities that qualify for assessment work are construction and maintenance of access roads, development drilling and sampling, and buildings that benefit the claim.

Mining Claims On State Land

The Nevada law authorizing location of claims on State Lands was repealed in 1998. Acquisition of mineral rights on Nevada trust land can only be accomplished by application for a prospecting permit, mineral lease, or lease of common variety materials.

We are in compliance with all laws and will continue to comply with the laws in the future. We believe that compliance with the laws will not adversely affect our business operations.

We are responsible to provide a safe working environment, not disrupt archaeological sites and conduct our activities to prevent unnecessary damage to the property.

Gold Explorations, LLC (Steve Karolyi), will secure all necessary permits for exploration and, if development is warranted on the property, will file final plans of operation before we start any mining operations. At that point, a permit from the BLM would be required. Also, we would be required to comply with the laws of the State of Nevada and federal regulations. We anticipate no discharge of water into active stream, creek, river, lake, or any other body of water regulated by environmental law or regulation. No endangered species will be disturbed. Restoration of the disturbed land will be completed according to law. All holes, pits, and shafts will be sealed upon abandonment of the property. It is difficult to estimate the cost of compliance with the environmental law since the full nature and extent of our proposed activities cannot be determined until we start our operations and know what that will involve from an environmental standpoint.

Exploration stage companies have no need to discuss environmental matters, except as they relate to exploration activities. The only "cost and effect" of compliance with environmental regulations in the State of Nevada is returning the surface to its previous condition upon abandonment of the property. We will only be using "non-intrusive" exploration techniques and will not leave any indication that a sample was taken from the area. Gold Explorations, LLC, and its employees will be required to leave the area in the same condition as they found it.

Subcontractors

We intend to use the services of Gold Explorations, LLC, who will supervise the subcontractors for exploration work on our properties.

Number of Employees

Verde has no employees. The officer and two of the directors are donating their time to the development of the Company, and intend to do whatever work is necessary in order to bring us to the point of earning revenues. Mr. Karolyi, who is the general manager of Gold Explorations, LLC, was appointed to the Board of Directors on October 29, 2010. Mr. Karolyi, through his association with Gold Explorations, LL, will receive compensation for the work and exploration

programs performed on the property, as previously described herein. We have no other employees, and do not foresee hiring any additional employees in the near future.

Reports to Security Holders

We will be filing this Prospectus as part of a Form S-1 filing with the SEC and will file reports, including quarterly and annual reports, with the Commission pursuant to Section 12(b) or (g) of the Exchange Act. These reports and any other materials filed with the SEC may be read and copied at the SEC's Public Reference Room at 100 F Street NE, Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. The Company files its reports electronically with the SEC. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of that site is http://www.sec.gov.

Description of Property

Verde’s principal place of business and corporate offices are located at 905 Ventura Way, Mill Valley, CA 94941, the telephone number is (415) 860-5192. The office is a home office in the principal residence of the officer and director, Stephen Spalding. At the moment, we do not pay rent.

We have no other property at this time. However, we intend to conduct exploration activities on one property. Record title to the property upon which we intend to conduct exploration activities is not held in our name. The property is owned by the Bureau of Land Management (BLM). The right to mine the claims has been obtained by Gold Explorations, LLC, of Minden, Nevada. Verde entered into an option agreement to purchase the claims through a five year payment program totaling $100,000 and a five year work program totaling $50,000. We intend to conduct exploration activities on the Payday Claims located in Esmeralda County, Nevada. The one property consists of six (6) lode mining claims. We intend to explore for gold on the property.

Legal Proceedings

We are not involved in any pending legal proceeding nor are we aware of any pending or threatened litigation against us.

Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters

There is presently no public market for our common stock. We anticipate applying for quotation of our common stock on the FINRA (Financial Industry Regulatory Authority) operated OTCBB upon the effectiveness of the registration statement of which this Prospectus forms a part. However, we can provide Investors with no assurance that our common stock will be quoted on the OTCBB or, if quoted, that a public market will materialize.

Holders of Our Common Stock

As of the date of this Prospectus, we have two (2) stockholders, who are also the officer and two of the directors of Verde Resources, Inc.

Registration Rights

We have no outstanding shares of common stock or any other securities to which we have granted registration rights.

Dividends

The Company does not anticipate paying dividends on the Common Stock at any time in the foreseeable future. The Company’s Board of Directors currently plans to retain earnings for the development and expansion of the Company’s business. Any future determination as to the payment of dividends will be at the discretion of the Board of Directors of the Company and will depend on a number of factors including future earnings, capital requirements, financial conditions and such other factors as the Board of Directors may deem relevant.

Rule 144 Shares

The 2,500,000 presently outstanding shares of common stock are “restricted securities” as defined under Rule 144 promulgated under the Securities Act and may only be sold pursuant to an effective registration statement or an exemption from registration, if available. Rule 144, as amended, is an exemption that generally provides that a person who has satisfied a six-month holding period for such restricted securities may sell, within any three month period, provided the Company is current in its reporting obligations under the Exchange Act, and subject to certain manner of resale provisions, an amount of restricted securities which does not exceed the greater of 1% of a company’s outstanding common stock or the average weekly trading volume in such securities during the four calendar weeks prior to such sale. Our officer and two of our directors own 2,500,000 restricted shares, or 100% of the outstanding common stock. When these shares become available for resale, the sale of these shares by these individuals, whether pursuant to Rule 144 or otherwise, may have an immediate negative effect upon the price of the Company’s common stock in any market that might develop.

Rule 144 is not available for either a reporting or non-reporting shell company unless the company: (1) has ceased to be a shell company; (2) is subject to the Exchange Act reporting obligations; (3) has filed all required Exchange Act reports during the preceding twelve months; and (4) at least one year has elapsed from the time the company filed with the SEC, current Form 10 type information reflecting its status as an entity that is not a shell company.

At the present time, we are classified as a “shell company” under Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act. As such, all restricted securities presently held by the founders and existing shareholders of our Company may not be resold in reliance on Rule 144 until (1) we file Form 10 information with the SEC when we cease to be a “shell company”’ (2) we have filed all reports as required by Section 13 or 15(d) of the Securities Act for twelve

consecutive months; and (3) one year has elapsed from the time we file the current Form 10 type information with the SEC reflecting our status as an entity that is not a shell company.

Reports

Following the effective date of this Registration Statement we will be subject to certain reporting requirements and will furnish annual financial reports to our stockholders, certified by our independent accountants, and will furnish un-audited quarterly financial reports in our quarterly reports filed electronically with the SEC. All reports and information filed by us can be found at the SEC website, www.sec.gov.

Transfer Agent

As at this date we have not engaged a stock transfer agent for our securities.

Financial Statements

The following financial statements are included herewith:

VERDE RESOURCES, INC.

(An Exploration Stage Company)

INDEX TO AUDITED FINANCIAL STATEMENTS

FOR THE PERIOD OF ARPIL 22, 2010 (INCEPTION) TO SEPTEMBER 30, 2010

Page(s)

Report of Independent Registered Public Accounting Firm

Balance Sheets as at September 30, 2010 and June 30, 2010

Statements of Operations for the Three Months Ended September 30, 2010,

for the period from Inception (April 22, 2010) to June 30, 2010, and

Cumulative from Inception (April 22, 2010) to September 30, 2010

Statement of Changes in Stockholders’ Equity for the Period of Inception

(April 22, 2010) to September 30, 2010

Statements of Cash Flows for the Three Months Ended September 30, 2010,

for the period from Inception (April 22, 2010) to June 30, 2010, and

Cumulative from Inception (April 22, 2010) to September 30, 2010

Notes to Financial Statements

Verde Resources, Inc. (An Exploration Stage Company) Balance Sheets

	As at		As at
	September 30,		June 30,
	2010		2010
ASSETS
Current Assets
Cash and cash equivalents	$	4,209	$	7,579
Prepaid expenses		3,333		5,633
Total Current Assets		7,542		13,212
TOTAL ASSETS	$	7,542	$	13,212
LIABILITIES AND STOCKHOLDERS’ EQUTIY
Current Liabilities
Accounts payable and accrued liabilities	$	-	$	-
TOTAL LIABILITIES		-		-
STOCKHOLDERS’ EQUITY (note 3)
Preferred stock, par value $0.001, 50,000,000 shares
authorized, none issued and outstanding		-		-
Common Stock, par value $0.001, 100,000,000 shares
authorized, 2,500,000 shares issued and outstanding		2,500		2,500
Additional paid-in capital		22,500		22,500
Deficit accumulated during the exploration stage		(17,458)		(11,788)
Total Stockholders’ Equity		7,542		13,212
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	7,542	$	13,212

The accompanying notes are an integral part of these financial statements.

Verde Resources, Inc. (An Exploration Stage Company) Statements of Operations

					Cumulative
	Three Months		From Inception		From Inception
	Ended		(April 22, 2010) to		(April 22, 2010) to
	September 30,		June 30,		September 30,
	2010		2010		2010
REVENUES:	$	-	$	-	$	-
OPERATING EXPENSES:
Mining property costs		840		10,000		10,840
General and administrative		30		96		126
Professional fees		4,800		1,692		6,492
Total Operating Expenses		5,670		11,788		17,458
OTHER INCOME (EXPENSE)		-		-		-
NET LOSS APPLICABLE TO COMMON SHARES	$	(5,670)	$	(11,788)	$	(17,458)
Basic and Diluted Loss per Common Share	$	(0.00)	$	(0.02)
Weighted Average Number of Common Shares Outstanding		2,500,000		585,714

The accompanying notes are an integral part of these financial statements.

Verde Resources, Inc. (An Exploration Stage Company) Statement of Changes in Stockholders’ Equity For the Period of Inception (April 22, 2010) to September 30, 2010

	Common Shares				Additional Paid-In		Deficit Accumulated During the Exploration		Total Stockholders’
	Shares		Amount		Capital		Stage		Equity
Balance- April 22, 2010 (Inception)	-	$	-	$	-	$	-	$	-
Common shares issued for cash at
$0.01 per share, May 4, 2010	500,000		500		4,500		-		5,000
Common shares issued for cash at
$0.01 per share, June 25, 2010	2,000,000		2,000		18,000		-		20,000
Loss for the period	-		-		-		(11,788)		(11,788)
Balance – June 30, 2010	2,500,000		2,500		22,500		(11,788)		13,212
Loss for the period	-		-		-		(5,670)		(5,670)
Balance – September 30, 2010	2,500,000	$	2,500	$	22,500	$	(17,458)	$	7,542

The accompanying notes are an integral part of these financial statements.

Verde Resources, Inc. (An Exploration Stage Company) Statements of Cash Flows

					Cumulative
	Three Months		From Inception		From Inception
	Ended		(April 22, 2010) to		(April 22, 2010) to
	September 30,		June 30,		September 30,
	2010		2010		2010
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(5,670)	$	(11,788)	$	(17,458)
Changes in Operating Assets and Liabilities:
Decrease (Increase) in prepaid expenses		2,300		(5,633)		(3,333)
Net cash used in operating activities		(3,370)		(17,421)		(20,791)
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash provided by (used in) investing activities		-		-		-
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock for cash		-		25,000		25,000
Net cash provided by financing activities		-		25,000		25,000
Net increase (decrease) in cash and cash equivalents		(3,370)		7,579		4,209
Cash and cash equivalents - beginning of period		7,579		-		-
Cash and cash equivalents - end of period	$	4,209	$	7,579	$	4,209
Supplemental Cash Flow Disclosure:
Cash paid for interest	$	-	$	-	$	-
Cash paid for income taxes	$	-	$	-	$	-

The accompanying notes are an integral part of these financial statements.

Verde Resources, Inc.

(An Exploration Stage Company)

Notes to Financial Statements

For the Period of April 22, 2010 (Inception) to September 30, 2010

NOTE 1 -

ORGANIZATION AND DESCRIPTION OF BUSINESS

Verde Resources, Inc. (the “Company”) was incorporated on April 22, 2010 in the State of Nevada, U.S.A. The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America, and the Company’s fiscal year end is June 30.

The Company is an exploration stage company that intends to engage principally in the acquisition, exploration, and development of resource properties. The Company signed an option agreement to acquire a property (Note 5). Prior to this, the Company’s activities have been limited to its formation and the raising of equity capital.

Exploration Stage Company

The Company is considered to be in the exploration stage as defined in FASC 915-10-05 “Development Stage Entities,” and interpreted by the Securities and Exchange Commission for mining companies in Industry Guide 7. The Company is devoting substantially all of its efforts to the development of business plans and the acquisition of mineral properties.

NOTE 2 -

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s periodic filings with the Securities and Exchange Commission include, where applicable, disclosures of estimates, assumptions, uncertainties, and markets that could affect the financial statements and future operations of the Company.

Cash and Cash Equivalents

Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. The Company had $4,209 and $7,579 in cash and cash equivalents at September 30, 2010 and June 30, 2010, respectively.

Mineral Acquisition and Exploration Costs

The Company has been in the exploration stage since its formation on April 22, 2010 and has not yet realized any revenue from its planned operations. It has been primarily engaged in the acquisition, exploration, and development of mining properties. Mineral property acquisition and exploration costs are expensed as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserves.

Start-Up Costs

In accordance with FASC 720-15-20, “Start-up Costs,” the Company expenses all costs incurred in connection with the start-up and organization of the Company.

Verde Resources, Inc.

(An Exploration Stage Company)

Notes to Financial Statements

For the Period of April 22, 2010 (Inception) to September 30, 2010

NOTE 2 -

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Net Income or (Loss) Per Share of Common Stock

The Company has adopted FASC Topic No. 260, “Earnings per Share,” (“EPS”) which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying financial statements, basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period.

The following table sets forth the computation of basic and diluted earnings per share:

			Three Months		From Inception
			Ended		(April 22, 2010) to
			September 30,		June 30,
			2010		2010
Net loss applicable to Common Shares		$	(5,670)	$	(11,788)
Weighted average common shares
outstanding (Basic)			2,500,000		585,714
	Options		-		-
	Warrants		-		-
Weighted average common shares
outstanding (Diluted)			2,500,000		585,714
Net loss per share (Basic and Diluted)		$	(0.00)	$	(0.02)

The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding.

Concentrations of Credit Risk

The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents and related party payables it will likely incur in the near future. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.

Risks and Uncertainties

The Company operates in the resource exploration industry that is subject to significant risks and uncertainties, including financial, operational, technological, and other risks associated with operating a resource exploration business, including the potential risk of business failure.

Verde Resources, Inc.

(An Exploration Stage Company)

Notes to Financial Statements

For the Period of April 22, 2010 (Inception) to September 30, 2010

NOTE 2 -

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Environmental Expenditures

The operations of the Company have been, and may in the future be, affected from time to time in varying degree by changes in environmental regulations, including those for future reclamation and site restoration costs. Both the likelihood of new regulations and their overall effect upon the Company vary greatly and are not predictable. The Company’s policy is to meet or, if possible, surpass standards set by relevant legislation by application of technically proven and economically feasible measures.

Environmental expenditures that relate to ongoing environmental and reclamation programs are charged against earnings as incurred or capitalized and amortized depending on their future economic benefits. All of these types of expenditures incurred since inception have been charged against earnings due to the uncertainty of their future recoverability. Estimated future reclamation and site restoration costs, when the ultimate liability is reasonably determinable, are charged against earnings over the estimated remaining life of the related business operation, net of expected recoveries.

Recent Accounting Pronouncements

In June 2009, the FASB established the Accounting Standards Codification (“Codification” or “ASC”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”). Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) issued under authority of federal securities laws are also sources of GAAP for SEC registrants. Existing GAAP was not intended to be changed as a result of the Codification, and accordingly the change did not impact our financial statements. The ASC does change the way the guidance is organized and presented.

Statement of Financial Accounting Standards (“SFAS”) No. 165 (ASC Topic 855), “Subsequent Events,” SFAS No. 166 (ASC Topic 810), “Accounting for Transfers of Financial Assets-an Amendment of FASB Statement No. 140”, SFAS No. 167 (ASC Topic 810), “Amendments to FASB Interpretation No. 46(R),” and SFAS No. 168 (ASC Topic 105), “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles- a replacement of FASB Statement No. 162” were recently issued. SFAS No. 165, 166, 167, and 168 have no current applicability to the Company or their effect on the financial statements would not have been significant.

Accounting Standards Update (“ASU”) ASU No. 2009-05 (ASC Topic 820), which amends Fair Value Measurements and Disclosures – Overall, ASU No. 2010-19 (ASC Topic 605), Multiple Deliverable Revenue Arrangements, ASU No. 2009-14 (ASC Topic 985), Certain Revenue Arrangements that include Software Elements, and various other ASU’s No. 2009-2 through ASU No. 2010-26 which contain technical corrections to existing guidance or affect guidance to specialized industries or entities were recently issued. These updates have no current applicability to the Company or their effect on the financial statements would not have been significant.

NOTE 3 - CAPITAL STOCK

Authorized Stock

The Company has authorized 100,000,000 common shares and 50,000,000 preferred shares, both with a par value of $0.001 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

Verde Resources, Inc.

(An Exploration Stage Company)

Notes to Financial Statements

For the Period of April 22, 2010 (Inception) to September 30, 2010

NOTE 3 - CAPITAL STOCK (continued)

Share Issuance

Since inception (April 22, 2010) to September 30, 2010, the Company has issued 2,500,000 common shares at $0.01 per share, resulting in total cash proceeds of $25,000, being $2,500 for par value shares and $22,500 for capital in excess of par value. There were 2,500,000 common shares issued and outstanding at September 30, 2010 and June 30, 2010. Of these shares, 2,500,000 were issued to directors and an officer of the Company.

There are no preferred shares outstanding. The Company has no stock option plan, warrants or other dilutive securities.

NOTE 4 -

PROVISION FOR INCOME TAXES

The Company recognizes the tax effects of transactions in the year in which such transactions enter into the determination of net income, regardless of when reported for tax purposes. Deferred taxes are provided in the financial statements under FASC 740-10-25 to give effect to the resulting temporary differences which may arise from differences in the bases of fixed assets, depreciation methods, allowances, and start-up costs based on the income taxes expected to be payable in future years.

Exploration stage deferred tax assets arising as a result of net operating loss carryforwards have been offset completely by a valuation allowance due to the uncertainty of their utilization in future periods. Operating loss carryforwards generated during the period from April 22, 2010 (date of

inception) through September 30, 2010 of $17,458 will begin to expire in 2030. Accordingly, deferred tax assets of approximately $6,100 (assuming an effective maximum statutory rate of 35%) were offset by the valuation allowance that increased by approximately $2,000 and $4,100 for the three months ended September 30, 2010 and the period of April 22, 2010 (inception) to June 30, 2010, respectively.

The Company follows the provisions of uncertain tax positions as addressed in FASC 740-10-65-1. The Company recognized approximately no increase in the liability for unrecognized tax benefits.

The Company has no tax position at September 30, 2010 and June 30, 2010 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the periods presented. The Company had no accruals for interest and penalties at September 30, 2010 and June 30, 2010. The Company’s utilization of any net operating loss carry forward may be unlikely as a result of its intended exploration stage activities.

NOTE 5 -

MINERAL PROPERTY COSTS

By agreement dated May 17, 2010 with Gold Explorations, LLC, of Minden, Nevada, the Company acquired an option to earn a 100% undivided interest in certain properties consisting of 6 unpatented mineral claims, located in Esmeralda County, Nevada, USA.

Verde Resources, Inc.

(An Exploration Stage Company)

Notes to Financial Statements

For the Period of April 22, 2010 (Inception) to September 30, 2010

NOTE 5 -

MINERAL PROPERTY COSTS (continued)

Upon execution of the agreement, Gold Explorations, LLC transferred 100% interest in the mineral claims to the Company for $100,000 to be paid, at the Company’s option, as follows:

	Cash Payments
Upon signing of the agreement and transfer of title (paid)		$	$ 10,000
On or before May 17, 2011			5,000
On or before May 17, 2012			10,000
On or before May 17, 2013			10,000
On or before May 17, 2014			10,000
On or before May 17, 2015			55,000
			$ 100,000

All payments shall be made within 30 days of the due date or the Property and all rights will revert back to Gold Explorations, LLC.

In addition, the Company must incur exploration expenditures of $50,000 on the Property by May 17, 2015. The Company has a report recommending a work program of $10,000. The program was prepared by the general manager of Gold Explorations, LLC, Mr. Steve Karolyi, who was appointed to our Board of Directors October 29, 2010 (NOTE 7). A Bio Gem Chem sampling is proposed which will sample along the main strike of the property and will also sample at the fault area on the southern end of the claims. The recommended program will be part of the expenditure commitment and must be completed in 2011.

The Company is also responsible for maintaining the mineral claims in good standing by paying all the necessary rents, taxes, and filing fees associated with the Property. As of September 30, 2010, the Company met these obligations.

The property is subject to a 3% royalty, to Gold Explorations, LLC, on all mineral commodities sold from the property. This royalty shall be reduced to 1.5% upon payment to the Vendor of $1,000,000 USD at any time.

NOTE 6 -

GOING CONCERN AND LIQUIDITY CONSIDERATIONS

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As at and for the three months ended September 30, 2010, the Company has a loss from operations of $5,670, an accumulated deficit of $17,458, and working capital of $7,542 and has earned no revenues since inception. The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending June 30, 2011.

The ability of the Company to emerge from the exploration stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan.

In response to these problems, management intends to raise additional funds through public or private placement offerings.

Verde Resources, Inc.

(An Exploration Stage Company)

Notes to Financial Statements

For the Period of April 22, 2010 (Inception) to September 30, 2010

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 7 -

SUBSEQUENT EVENTS

On October 29, 2010, the Board appointed Mr. Steve Karolyi to serve as a Director. Mr. Karolyi is the general manager of Gold Explorations, LLC (NOTE 5).

The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued and determined there are no items to disclose.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

THE FOLLOWING PLAN OF OPERATION SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND THE RELATED NOTES ELSEWHERE IN THIS PROSPECTUS.THIS DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS BASED UPON CURRENT EXPECTATIONS THAT INVOLVE RISKS AND UNCERTAINTIES, SUCH AS OUR PLANS, OBJECTIVES, EXPECTATIONS, AND INTENTIONS. OUR ACTUAL RESULTS AND THE TIMING OF CERTAIN EVENTS COULD DIFFER MATERIALLY FROM THOSE ANTICIPATED IN THESE FORWARD-LOOKING STATEMENTS AS A RESULT OF CERTAIN FACTORS, INCLUDING THOSE SET FORTH UNDER "RISK FACTORS," "DESCRIPTION OF BUSINESS," AND ELSEWHERE IN THIS PROSPECTUS.

Results of Operations

WeFor ~~have~~the ~~generated~~three ~~no revenues~~months ~~since~~ended ~~inception~~September ~~and have incurred $17~~30,~~458~~ in2025 ~~expenses~~and ~~through September 30, 2010.~~2024

The following table ~~provides~~ sets forth selected financial ~~data~~information ~~about~~from our ~~company~~statements of comprehensive loss for the ~~period~~three months ended September 30, ~~2010.~~ 2025 and 2024:

Balance Sheet Data:

	September 30, 2025			September 30, 2024			Change
	Amount			Amount			%
	(Unaudited)			(Unaudited)
Revenue	$	2,269		$	125,570			-98.2	%
Cost of revenue	$	(1,335	)	$	(49,596	)		-97.3	%
Gross profit	$	934		$	75,974			-98.8	%
Selling, general and administrative expenses	$	(888,976	)	$	(812,563	)		9.4	%
Other operating expenses	$	(55,896	)	$	(55,118	)		1.4	%
Loss from operation	$	(943,938	)	$	(791,707	)		19.2	%
Interest expense	$	-		$	(97,831	)		-100.0	%
Other income	$	24,383		$	1,244,253			-98.0	%
NET (LOSS) PROFIT	$	(919,555	)		354,715			-359.2	%

~~9/30/10~~ 39 Table of Contents

~~Cash~~ The average rate of MYR : USD for three months ended September 30, 2025 and September 30, 2024 was 0.2365 and 0.2305 respectively.

~~$ 4,209~~ Revenue

~~Total assets~~ We generated $2,269 in revenue for the period ended September 30, 2025, representing a decrease of $123,301, or 98.2%, compared to revenue of $125,570 in the prior period. Our revenue was mainly derived from the sale of our 50-lb bagged BioAsphalt™ product.

~~$ 7~~The decrease in sales primarily reflects our planned depletion of our initial formulation of our bagged BioAsphalt™ product as we shifted toward an upgraded formulation of our BioAsphalt™ product that includes,~~542~~ among other enhancements, the use of recycled asphalt materials, an improved designer blend of biochar, and a more compatible grade of liquid asphalt in the emulsion. During this transition period, production and distribution of the earlier formulation were intentionally scaled back to support ongoing research and development activities. The transition from the bagged BioAsphalt™ to the upgraded formulation has caused a temporary dip in revenue until the upgraded formulation’s full launch and integration into our commercial channels.

~~Total liabilities~~ Cost of revenue

Cost of revenue in the three months ended September 30, 2025 and September 30, 2024 were $ -1,335 and $49,596, respectively, a decrease of $48,261 or 97.3%. The decrease is mainly due to the decreased volume of sales as mentioned above.

~~Stockholders' equity~~ Gross Profit

Gross profit of $ 7934 was recorded for the three months ended September 30,~~542~~ 2025, compared to a gross profit of $75,974 for the corresponding period in 2024, representing a decrease of $75,040 or 98.8%. The decline was primarily driven by the significantly lower quantity of product sold during the current period. In addition, sales in the current period were made largely at the distribution level, which typically generate lower margins than retail-level sales, which predominated during the corresponding period in 2024.

~~Plan~~Selling, ofGeneral ~~Operation~~ and Administrative Expenses

Selling, general and administrative expenses was comprised mainly of salaries, office costs, legal and professional fees, consultancy fee, research and development cost and travelling expenses. We ~~are~~incurred a$888,976 ~~start-up~~and $812, ~~exploration~~563 ~~stage~~in ~~corporation~~selling, general and ~~have~~administrative ~~not~~expenses ~~yet~~for ~~generated~~the three months ended September 30, 2025 and 2024, respectively. Selling, general and administrative expenses increased by 9.4%, or ~~realized~~$76,413, ~~any revenues~~primarily ~~from~~due to an increase in research and development cost of $62,500 as we continued our ~~business~~work ~~operations~~to the upgraded formulation of our BioAsphalt™ product.

~~Our~~Other ~~auditors~~Operating have issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we begin removing and selling minerals. There is no assurance we will ever reach this point. Accordingly, we must raise cash from sources other than the sale of minerals found on the property. That cash must be raised from other sources. Our only other source for cash at this time is investments by others. We must raise cash to implement our project and stay in business. If we raise the amount of money in this Offering, we believe it, together with the purchase of shares by two of the directors ($25,000 in share purchase) will last a minimum of twelve months. Expenses

WeTotal ~~will~~other beoperating ~~conducting research~~expenses infor the ~~form~~period ofended ~~exploration~~September 30, 2025 was $55,896, an increase of ~~the~~$778, ~~property~~or 1. ~~Our~~4%, ~~exploration program~~compared isto ~~explained~~$55,118 infor asthe ~~much~~period ~~detail~~ended asSeptember ~~possible~~30 in2024. ~~the~~Other ~~business~~operating ~~section~~expenses were comprised of ~~this~~ ~~Prospectus~~expenditure related to the maintenance of our biofraction plant in Borneo. We In ~~are~~June ~~not~~2023, ~~going~~we made a strategic decision to ~~buy~~temporarily orcease ~~sell~~the ~~any~~operation of our Borneo biofraction plant orand ~~significant equipment~~focus ~~during~~on ~~the~~our ~~next~~North ~~twelve~~American ~~months~~operations.

~~The~~Interest ~~property, consisting of 6 lode mining claims, is located in Esmeralda County, Nevada and is called the “Payday Claims.”~~ expense

~~Our~~Total ~~exploration target~~interest isexpense tofor ~~find~~the anperiod ~~ore~~ended ~~body~~September ~~containing~~30, ~~gold. Our~~2025 ~~success~~was ~~depends~~$0, ~~upon finding~~compared ~~mineralized~~to ~~material. This~~$97,831 ~~includes~~for athe ~~determination~~period byended ~~our consultant~~September if30, ~~the property contains reserves~~2024. We ~~have~~The ~~not~~absence ~~selected~~of ~~a consultant~~interest asexpense ofduring the ~~date~~current ofperiod ~~this~~was ~~Prospectus~~primarily ~~and~~attributable ~~will~~to ~~not~~the dosettlement ~~so until our Offering is successfully completed, if that occurs,~~ of ~~which~~lease ~~there~~liabilities isin ~~no assurance. Mineralized~~our ~~material~~prior isfiscal ayear ~~mineralized~~in ~~body,~~connection ~~which~~with ~~has~~the ~~been delineated~~disposal byof ~~appropriate~~asset ~~spaced~~held ~~drilling~~for orsale ~~underground~~and ~~sampling~~certain toproperty, ~~support sufficient~~plant, ~~tonnage~~ and ~~average~~equipment ~~grade~~that ofwere ~~metals~~under tofinancing ~~justify removal. If we don’t find mineralized material or we cannot remove mineralized material~~arrangements, ~~either because~~and ~~we do not have~~ the ~~money~~early toconversion doof itpromissory ornotes ~~because~~with itan isaggregate ~~not~~principal ~~economically feasible~~amount toof ~~do it~~$675,888 weon ~~will~~August ~~cease~~16, ~~operations~~2024 ~~and~~in ~~you~~the ~~will~~prior ~~lose your investment~~period.

In40 ~~addition,~~Table ~~we may not have enough money to complete our exploration~~ of the property. If it turns out that we have not raised enough money to complete our exploration program, we will try to raise additional funds from a second public offering, a private placement, or loans. At the present time, we have not made any plans to raise additional money and there is no assurance that we would be able to raise additional money in the future. If we need additional money and can’t raise it, we will have to suspend or cease operations. Contents

WeOther ~~must conduct exploration to determine what amount of minerals, if any, exist on our properties and if any minerals which are found can be economically extracted and profitably processed.~~ income

~~The~~Other ~~property~~income ~~is undeveloped~~for ~~raw~~the ~~land. Exploration~~period ~~and~~ended ~~surveying~~September ~~has~~30, ~~not~~2025 ~~been~~was ~~initiated~~$24,383, ~~and will~~a ~~not~~decrease beof ~~until~~$1,219,870, weor ~~raise~~98%, ~~money~~compared into ~~this~~$1,244,253 ~~Offering~~for the period ended September 30, 2024. ~~That~~ isThe ~~because~~decrease wewas ~~do not~~primarily ~~have~~due ~~money~~to a decrease in unrealized foreign exchange gains from $718,401 to ~~start~~$17,339 ~~exploration~~due to lower fluctuations of the U. ~~Once~~S. dollar against the ~~offering~~Malaysian isRinggit ~~concluded~~and the absence of a non-recurring insurance claim gain of $481,513 ~~we intend~~recognized toin ~~start~~the ~~exploration~~three ~~operations~~months ended September 30, 2024. To ~~our~~Interest ~~knowledge~~income from bank deposits declined to $7,044 ~~except~~in asthe ~~noted herein~~three months ended September 30, 2025 from $22,537 in the ~~property~~three ~~has~~months ~~never~~ended ~~been~~September ~~mined~~30, 2024, reflecting reduced deposit placements in this period. ~~The~~ ~~only~~No ~~event~~rental ~~that~~income ~~has occurred~~was isrecorded in the ~~locating~~current ~~and~~period ~~the~~compared ~~recording~~to of$38,200 for the ~~lode~~period ~~mining~~ended ~~claims~~September ~~under~~30, 2024, following the ~~direction~~ disposal of ~~Gold~~the ~~Explorations,~~related ~~LLC~~property in prior period.

~~Before~~Net ~~mineral retrieval~~(loss) ~~can~~profit begin, we must explore for and find mineralized material. After that has occurred, we have to determine if it is economically feasible to remove the mineralized material. Economically feasible means that the costs associated with the removal of the mineralized material will not exceed the price at which we can sell the mineralized material. We cannot predict what the costs will be until we find mineralized material.

WeAs doa ~~not~~result ~~know~~of ifthe ~~we will~~above ~~find~~factors, ~~mineralized~~we ~~material. We~~incurred ~~believe~~a ~~that~~net ~~activities~~loss ~~occurring~~of ~~on adjoining~~$919,555 ~~properties~~for ~~are~~the ~~not~~three ~~material~~months toended ~~our~~September ~~activities. The~~30, ~~reason~~2025, ~~is that~~representing ~~whatever~~an isincrease ~~located~~in ~~under~~net ~~adjoining~~loss ~~property~~of ~~may~~$1,274,270, or ~~may~~359.2%, ~~not~~compared beto ~~located under~~a ~~our~~net ~~property~~profit of $354,715 for the three months ended September 30, 2024.

WeFor dothe ~~not~~fiscal ~~claim~~years ~~to have~~ended ~~any~~June ~~minerals~~30, or2025 ~~reserves~~and ~~whatsoever at this time on any of the property.~~2024

~~We intend to implement an exploration program which involves biogeochemistry surveys, involving the collection and chemical analysis of whole plants, or humus.~~ The ~~proposed~~following ~~sampling~~table ~~will~~provides beselected ~~along~~financial ~~the~~data ~~main~~about ~~strike~~our ofcompany ~~the~~for ~~property and~~ the ~~fault~~years ~~area~~ended onJune ~~the southern end of the claims. This work will be done by a skilled technician~~30, ~~sampling sage brush~~2025, and ~~will~~June ~~return~~30, ~~100 samples~~2024. The samples will then be reduced to ash and the ash analyzed. The objective of this work would be to determine if there is an economically recoverable gold resource that has been overlooked on this property. This initial phase of work will provide enough information to allow the company to decide whether or not to proceed to the next phase of exploration.

Based upon the results of the exploration, Mr. Spalding will determine, in consultation with our consultants, if the property is to be dropped or further exploration work done. Mr. Spalding will not receive fees for his services. The proceeds from this offering are designed only to fund the costs of an exploration program recommended by Steve Karolyi. Additional funding will be required to take the property to a more advanced stage of exploration.

Statement of Operation	June 30,
	2025			2024			Change
	USD			USD			USD			%

Revenue	$	133,202		$	96,584			36,618		$	37.9	%
Cost of revenue		(51,789	)		(62,978	)		11,189			(17.8	)%
Gross profit		81,413			33,606			47,807			142.3	%
Selling, general and administrative expenses		(5,889,024	)		(2,882,376	)		(3,006,648	)		104.3	%
Other operating expenses		(214,410	)		(237,047	)		22,637			(9.5	)%
Loss from operation		(6,022,021	)		(3,085,817	)		(2,936,204	)		95.2	%
Interest expense		(102,703	)		(176,483	)		73,780			(41.8	)%
Other income		1,341,711			74,638			1,267,073			1,697.6	%
Net loss before income tax		(4,783,013	)		(3,187,662	)		(1,595,351	)		50.0	%
Provision of income tax		-			(112	)		112			(100	)%
NET LOSS	$	(4,783,013	)	$	(3,187,774	)		(1,595,239	)		50.0	%

We estimate the cost of the proposed work program to be $10,000. The biogeochemistry sampling will cost $7,500 and the cost of supervision will be $2,500. The supervision includes the costs of truck rentals, accommodations and surveying in grid lines to guide the work. We estimate it will take up to 15 - 25 working days to complete the program. We will begin the program after the completion of the offering, weather permitting.Revenue

IfWe wehave ~~are~~generated ~~unable~~$133,202 ~~to complete~~in ~~any~~revenue ~~phase~~for ofthe ~~exploration~~year ~~because~~ended weJune do30, ~~not~~2025, ~~have~~representing ~~sufficient~~an ~~capital~~increase of $36,618, ~~we will~~or ~~cease~~37.9%, ~~operations~~compared ~~until~~to werevenue ~~raise~~of ~~more~~$96,584 ~~money~~in the prior year. If weThe ~~cannot~~increase orwas doprimarily ~~not raise~~attributable ~~additional~~to ~~capital~~a shift in product mix, wewith ~~will~~greater ~~cease~~sales ~~operations~~of our higher-margin Biochar Asphalt Premix, which became the predominant revenue driver in 2025. If weIn ~~cease operations~~contrast, werevenue doin ~~not have~~2024 ~~any~~also ~~additional~~included ~~plans~~sales atof ~~this~~raw ~~time~~biochar, which carries lower margins and contributed a larger share of revenue in that year.

WeCost ~~do not intend to hire additional employees at this time. All~~ of ~~the work on the property will be conducted by unaffiliated independent contractors that we will hire.~~ revenue

~~Limited~~Cost ~~Operating History;~~of ~~Need~~revenue in 2025 comprised the cost of Biochar Asphalt products sold whereas the cost for ~~Additional~~the ~~Capital~~year ended June 30, 2024 also included cost of biochar produced. Consequently, cost of revenue decreased by $11,189 or 17.8%, from $62,978 in the year ended June 30, 2024, to $51,789 during the year ended June 30, 2025. The decrease was primarily due to a change in the composition of products sold. During fiscal 2024, the cost of revenue included the production costs associated with raw biochar, which carried higher relative production and handling costs.

~~There~~41 isTable ~~no historical financial information about us upon which to base an evaluation~~ of ~~our~~ performance. We are an exploration stage corporation and have not generated any revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of our properties, and possible cost overruns due to price and cost increases in services.Contents

ToGross ~~become~~Profit profitable and competitive, we must conduct the research and exploration of our properties before we start production of any minerals we may find. We are seeking equity financing to provide for the capital required to implement our research and exploration phases. We believe that the funds raised from this Offering will allow us to operate for one year. (Loss)

WeGross ~~have~~profit nofor ~~assurance that~~the ~~future~~year ~~financing~~ended ~~will~~June be30, ~~available~~2025 was $81,413, an increase of $47,807, or 142.3%, compared to usgross onprofit ~~acceptable~~of ~~terms~~$33,606 in 2024. ~~If financing~~ isThe improvement in gross profit was driven not ~~available~~only onby ~~satisfactory~~increased ~~terms,~~revenues webut ~~may~~also beby ~~unable~~a tofavorable ~~continue~~product mix, ~~develop~~ oras ~~expand~~the ~~our~~Biochar ~~operations. Equity~~Asphalt ~~financing~~Premix ~~could~~that ~~result~~was our primary product sold in ~~additional~~ ~~dilution~~2025 tohas ~~existing~~significantly ~~shareholders.~~higher gross margins than raw biochar, which was a primary driver in 2024.

Selling, General and Administrative Expenses

Selling, general and administrative expenses comprised mainly of salaries, office costs, legal and professional fees, consultancy fee, research and development cost and travelling expenses. We have incurred $5,889,024 and $2,882,376 in selling, general and administrative expenses through the years ended June 30, 2025 and 2024, respectively. Selling, general and administrative expenses increased year over year by 104.3%, or $3,006,648, primarily due to a special bonus of $1.25 million to Jack Wong, our Chief Executive Officer, in recognition of his contributions in transforming us into a pioneer in the Net Zero building materials and carbon removal industry, increase of consultancy fees (share-based compensation to nonemployees of $1,341,373) as the new agreements were entered into in the last 2 months of the previous financial year, share based compensation to an employee and a director of $432,246 and $5,534 respectively, accrued professional fees of $110,000 in relation to the planned uplisting to Nasdaq, and research and development cost of $300,000 payable to C-Twelve pursuant to the C-Twelve Agreement.

Other Operating Expenses

Total other operating expenses for the year ended June 30, 2025 was $214,410, a decrease of $22,637, or 9.5%, compared to $237,047 for the year ended June 30 2024. Other operating expenses comprised of expenditure related to the maintenance of the plant for the production and distribution of renewable commodities which was operating at reduced capacity due to our strategic decisions. The decrease was mainly attributable to the reduction in the direct labor cost related to the plant from $31,526 to $7,408 for the years ended June 30, 2024 and 2025, respectively.

Interest expense

Total interest expense for the year ended June 30, 2025 was $102,703, a decrease of $73,780, or 41.8%, compared to $176,483 for the year ended June 30, 2024. We recorded interest expense of $86,456 and $116,916 for the years ended June 30, 2025, and 2024, respectively, on certain promissory notes issued to a related party as discussed in more detail in “Note 13 – Promissory Note to Related Party” to our audited financial statements. Lease interest expenses amounted to $5,368 and $45,926 for the years ended June 30, 2025, and 2024, respectively. Bank loan interest amounted to $10,879 and $13,640 for the years ended June 30, 2025, and 2024, respectively. The decrease in interest expenses is mainly due to settlement of lease liabilities associated with the disposal of an asset held for sale and certain property, plant and equipment which were under financing arrangements, and the early conversion of promissory notes with a principal amount of $675,888 on August 16, 2024.

Other income

We have other income of $1,341,711 for the year ended June 30, 2025, an increase of $1,267,073, or 1,697.6%, compared to $74,638 for the year ended June 30, 2024. The significant increase in other income was primarily driven by gain on insurance claim of $481,513, gain from disposal of property, plant and equipment of $164,624, interest income from placement of deposit with bank of $70,650 and unrealized foreign exchange gain of $582,034. The remaining balance of other income mainly represented rental income earned.

Net loss

As a result of the above factors, we incurred a net loss of $4,783,013 for the year ended June 30, 2025, representing an increase in net loss of $1,595,239, or 50%, compared to a net loss of $3,187,774 for the years ended June 30, 2025, and 2024, respectively.

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Liquidity and Capital Resources

ToFor ~~meet~~the ~~our~~three ~~need~~months ~~for cash~~ended weSeptember ~~are attempting to raise money from our Offering. We cannot guarantee that we will be able to sell all the Shares. If we are successful~~30, ~~the~~2025 ~~money~~and ~~raised will be applied to the items set forth in this plan of operation.~~2024

~~Two~~The offollowing ~~our~~summarizes ~~directors have~~the ~~agreed~~key tocomponent ~~advance~~of ~~funds~~our ascash ~~needed~~flows ~~until~~for the ~~public~~three ~~offering~~months isended ~~completed~~September ~~or failed. While they have agreed to advance the funds~~30, ~~the~~2025 ~~agreement is verbal~~ and ~~is unenforceable as a matter of law~~2024.

We received our initial funding of $25,000 through the sale of common stock to Stephen Spalding, who purchased 500,000 and 1,500,000 shares of common stock at $0.01 on May 4, 2010, and June 25, 2010, respectively, and Michael Stiege who purchased 500,000 shares of common stock at $0.01 on June 25, 2010. From inception until the date of this filing we have had limited operating activities. Our financial statements from inception (April 22, 2010) through the period ended September 30, 2010, reported no revenues and a net loss of $17,458.

Cash Flow Date	September 30, 2025			September 30, 2024

Net Cash Used in operating activities	$	(777,851	)	$	(503,644	)
Net Cash Provided by investing activities		500,000			1,350,671
Net Cash Provided by financing activities		448,000			4,863
Effect of exchange rate fluctuation on cash and cash equivalents		(15,722	)		(6,838	)
Net increase in cash and cash equivalents		154,427			845,052
Cash and cash equivalents, beginning of period		1,021,112			279,137
Cash and cash equivalents, ending of period	$	1,175,539		$	1,124,189

Net Cash Used in Operating Activities

Cash used in operating activities reflects net loss adjusted for certain non-cash items, including depreciation expense, amortization of right of use assets and stock-based compensation, and the effects of changes in operating assets and liabilities. Our net cash used in operating activities increased $274,207, or 54.4%, from $503,644 for period ended September 30, 2024, to $777,851 for period ended June 30, 2025. The increase in cash used in operating activities for the period ended September 30, 2025, as compared to the same period in 2024 was primarily due to operational loss of $919,555 offset by noncash movements of $447,972 and net decrease in working capital of $306,268. The noncash expenses comprised $55,159 in depreciation, $25,714 in amortization, $292,691 in share-based compensation to nonemployee, $69,108 in share-based compensation to employees, $8,345 in share-based compensation to a director, operating lease expense of $14,294 and offset by unrealized foreign exchange gain of $17,339. The net decrease in working capital was used in amount due to director, other receivables and deposits, account payables, repayments on leases, accrued liabilities and other payables, offset against increase of working capital from inventories, related parties and prepayments.

Net Cash Provided by Investing Activities

The net cash provided by investing activities for the period ended September 30, 2025 was $500,000, representing a decrease of $850,671, or 63%, compared to net cash from investing activities of $1,350,671 for the period ended September 30, 2024. The net cash provided by investing activities of $500,000 for the three months ended September 30, 2025 was from the withdrawal of deposit with bank. Meanwhile, during the period ended September 30, 2024, the net cash provided by investing activities of $1,350,671 was due to proceeds from disposal of assets held for sale of $559,450, proceeds from insurance recoveries of $541,221 and withdrawal of deposit in bank of $250,000.

Net Cash Provided by Financing Activities

The net cash provided by financing activities for the three months ended September 30, 2025, was $448,000, representing an increase of $443,137, or 9,112.4%, compared to the net cash provided by financing activities for the three months ended September 30, 2024, of $4,863. The net cash provided by financing activities of $448,000 for the three months ended September 30, 2025, was from proceeds from shares issued and to be issued of $448,000. Meanwhile, for the period ended September 30, 2024, the net cash provided by financing activities of $584,000 resulted from proceeds from shares issued and shares to be issued of $584,000, set off by repayment to lease liabilities of $579,137.

We generated a net cash inflow of $154,427 for the period ended September 30, 2025.

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For the fiscal years ended June 30, 2025 and 2024

Our primary sources of liquidity are cash generated from private placements of our common stock. Cash generated from operations is highly dependent on the sale of our products. Cash and cash equivalents totaled $1 million as of June 30, 2025, and $0.3 million as of June 30, 2024.

The following table provides selected cash flow data about our Company for the years ended June 30, 2025, and 2024.

Cash Flow Date	June 30, 2025			June 30, 2024

Net cash used in operating activities	$	(3,410,771	)	$	(2,087,990	)
Net cash provided by (used in) investing activities	$	3,182,138		$	(2,016,646	)
Net cash provided by financing activities	$	979,420		$	4,127,646
Effect of exchange rate changes on cash and cash equivalents	$	(8,812	)	$	55,718
Net increase in cash and cash equivalents	$	741,975		$	78,728
Cash and cash equivalents at beginning of year	$	279,137		$	200,409
Cash and cash equivalents at end of year	$	1,021,112		$	279,137

Net Cash Used in Operating Activities.

Cash used in operating activities reflects net loss adjusted for certain non-cash items, including depreciation expense, amortization of right of use assets and stock-based compensation, and the effects of changes in operating assets and liabilities. Our net cash used in operating activities increased $1,322,781, or 63.4%, from $2,087,990 for the fiscal year ended June 30, 2024, to $3,410,771 for the fiscal year ended June 30, 2025. The increase in cash used in operating activities for the year ended June 30, 2025, as compared to 2024 was primarily due to operational loss of $4,783,013 offset by non cash movements of $1,176,720 and net increase in working capital of $195,522. The noncash expenses comprised $248,940 in depreciation, $102,857 in amortization, $1,341,373 in share based compensation to nonemployee, $432,246 in share-based compensation to employees, $5,534 in share-based compensation to a director, $84,718 in interest expenses on promissory notes, loss on disposal of assets held for sale of $2,877, impairment of property, plant and equipment of $137,632, impairment of asset held for sale of $5,866, operating lease expense of $42,848 and offset by unrealized foreign exchange gain of $582,034, gain from insurance claim of $481,513 and gain on disposal of property, plant and equipment of $164,624. The net increase in working capital was generated from amount due to director, receivables from sale of inventories, other receivables, deposits and prepayments, and accrued liabilities and other payables, offset against decrease of working capital from inventories, accounts payable, related parties and repayments on leases.

Net Cash Provided by (Used in) Investing Activities.

The net cash provided by investing activities for the year ended June 30, 2025 was $3,182,138, representing an increase of $5,198,784, or 257.8%, compared to net cash used by investing activities of $2,016,646 for the year ended June 30, 2024. The significant increase was due to proceeds from disposal of assets held for sale of $943,300, proceeds from disposal of property, plant and equipment of $947,995, proceeds from insurance recoveries of $541,221 and withdrawal of deposit in bank of $750,000, offset with purchase of property, plant and equipment of $378 for the year ended June 30, 2025. Meanwhile, during year ended June 30, 2024, the net cash used by investing activities of $2,016,646 resulted from purchase of property, plant and equipment of $16,646 and placement of deposit in bank of $2,000,000, representing a strategic allocation of surplus cash from private placements completed during the year, and is intended to support future operational or investment initiatives.

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Net Cash Provided by Financing Activities.

The net cash provided by financing activities was $979,420, representing a decrease of $3,148,226, or 76.3%, compared to net cash provided by financing activities of $4,127,646. The decrease due to reduction of proceeds from shares issued and to be issued of $1,983,000 in 2025 compared to $4,108,379 in 2024, set off partially by repayment of bank loan of $211,440, refund from cancellation of common stock of $80,000 and repayments to lease liabilities of $712,140 for the year ended June 30, 2025. Meanwhile, for the year ended June 30, 2024, the net cash provided by financing activities of $4,127,646 resulted from proceeds from shares issued and shares to be issued of $4,108,379, proceeds from bank loan of $50,000 and advance from other payables of $136,983 set off partially by repayment of bank loan of $29,560 and repayments to lease liabilities of $138,156.

We generated a net cash inflow of $741,975 for the year ended June 30, 2025.

Critical Accounting Estimates

For the three months ended September 30, 2025 and 2024

The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires management to make judgments, assumptions, and estimates that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes thereto. Note 2, entitled “Summary of Significant Accounting Policies,” to the unaudited condensed consolidated financial statements describes the significant accounting policies and methods used in the preparation of the unaudited condensed consolidated financial statements. The accounting policies described below are significantly affected by critical accounting estimates. Such accounting policies require significant judgments, assumptions, and estimates used in the preparation of the unaudited condensed consolidated financial statements, and actual results could differ materially from the amounts reported based on these policies.

1. Useful Lives and Depreciation of Property, Plant and Equipment

Our property, plant and equipment are stated at cost, net of accumulated depreciation and impairment losses, if any. We depreciate our property, plant and equipment on a straight-line basis over their estimated useful lives, which range from 5 to 10 years for plant and machinery, and 3 to 10 years for other asset categories, including office equipment, computers, motor vehicles, furniture and fittings, and renovations. The depreciation method and estimated useful lives reflect management’s judgment based on historical experience, the nature of the assets, their anticipated use, and technological and economic factors.

The estimation of useful lives is a critical accounting estimate because it requires significant management judgment and has a material impact on our consolidated financial statements. Changes in the estimated useful lives of our assets could significantly affect the timing of depreciation expense recognized in future periods. For the three months ended September 30, 2025 and 2024, depreciation expense totaled $55,159 and $70,230, respectively.

We periodically review the estimated useful lives of our assets and revise them when events or changes in circumstances indicate that the current estimates are no longer appropriate. We also review our assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

2. Impairment of Long-Lived Assets and Intangible Assets

We assess long-lived assets, including property, plant and equipment, and indefinite-lived intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Recoverability of long-lived assets is measured by comparing the carrying value to the estimated undiscounted future cash flows expected from the asset or asset group.

If the carrying value exceeds the expected undiscounted cash flows, the impairment loss is measured as the excess of the carrying amount over the fair value, which is generally determined using discounted cash flow models involving significant estimates and assumptions, such as future revenues, operating margins, and discount rates.

These estimates are inherently subjective and sensitive to changes in assumptions. Changes in these assumptions or actual results that differ from those used in our estimates could result in material impairment charges in future periods.

No plant and machinery were impaired and written off during the three months ended September 30, 2025 and 2024 respectively.

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3. Allowance for Expected Credit Losses

We maintain an allowance for expected credit losses on accounts receivable and other financial instruments based on a current expected credit loss (CECL) model under ASC 326. The allowance is estimated using a combination of quantitative and qualitative factors, including historical loss experience, current economic conditions, customer-specific credit risk, and reasonable and supportable forecasts of future conditions.

Significant judgment is involved in identifying relevant risk factors, evaluating the impact of macroeconomic variables (e.g., inflation, interest rates, geopolitical instability), and determining the appropriate loss rates. A change in these factors could materially affect the timing and amount of credit loss provisions.

No allowance for expected credit losses on accounts receivable during the three months ended September 30, 2025 and 2024 respectively.

4. Revenue Recognition and Principal vs. Agent Determination

We recognize revenue in accordance with ASC 606 by identifying performance obligations in contracts, determining the transaction price, and allocating the price to each performance obligation. Significant estimates and judgments are involved in determining the point in time when control of a product transfers to the customer and whether we act as principal or agent in arrangements involving third-party contributions to the delivery of goods.

These judgments affect the timing and amount of revenue recognized. Factors considered include our role in the transaction, control of inventory before transfer, and pricing discretion. Incorrect judgments could materially impact reported revenue and profitability.

5. Stock-Based Compensation

We account for stock-based compensation in accordance with Accounting Standards Codification (“ASC”) Topic 718-10, Compensation—Stock Compensation, which requires all share-based payment arrangements with employees, directors, and nonemployees to be measured and recognized in the financial statements based on the fair value of the equity instruments granted

We consider the accounting for stock-based compensation to be a critical accounting estimate due to the significant judgment and assumptions involved in determining the grant date, estimating the fair value of the awards, and the timing and recognition of related expenses. These estimates have a material impact on our results of operations.

For both employee and nonemployee awards, the grant date is determined based on the date of final Board approval of the award, in accordance with ASC 718. The fair value of stock awards is generally determined based on the market price of our common stock on the grant date. For awards where the grant date has not yet been established but the service inception date has commenced, we accrue compensation expense based on the estimated fair value of our common stock at the end of each reporting period, which may introduce variability in the reported compensation expense.

As of September 30, 2025 and June 30, 2025, we recorded accrued compensation costs related to these arrangements of $152,603 and $89,165, respectively.

In certain instances, we issue fully vested, nonforfeitable share-based awards to nonemployees prior to receiving the goods or services, resulting in the recognition of prepaid share-based compensation. These awards are accounted for under ASC 718-10-45-3 and are recorded as prepaid assets when issued, with expense recognized as the goods or services are received. The fair value of such awards is determined at the grant date, based on the market price of our common stock.

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We recognize share-based compensation expense over the requisite service period for employees, and the vesting period for nonemployees, in accordance with ASC 718. Our policy is to recognize forfeitures as they occur, rather than estimating forfeitures at the grant date, which may result in increased volatility in compensation expense.

During the three months ended September 30, 2025 and 2024, we recognized total share-based compensation expense as follows:

	September 30, 2025		September 30, 2024

Nonemployees	$	292,691	$	272,005
Employee		69,108		106,585
Director		8,345		-
Total	$	370,144	$	378,590

The fair value of our common stock, particularly in periods of volatility, is a key source of estimation uncertainty. Changes in assumptions or market conditions could significantly impact the fair value of awards and the related compensation expense.

6. Deferred Taxes and Valuation Allowance

We assess the realizability of deferred tax assets by evaluating both positive and negative evidence, including future taxable income, tax planning strategies, and recent financial performance. If it is more likely than not that some or all of the deferred tax assets will not be realized, a valuation allowance is recorded.

Judgment is required to estimate future taxable income and assess the impact of economic trends or changes in tax law. Adjustments to valuation allowances could materially impact our income tax expense or benefit.

We believe the estimates and assumptions used in preparing our consolidated financial statements are reasonable and appropriate. However, actual results could differ materially from those estimates, which could have a significant impact on our financial condition, results of operations, and cash flows.

For the fiscal years ended June 30, 2025 and 2024

The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires management to make judgments, assumptions, and estimates that affect the amounts reported in the consolidated financial statements and accompanying notes. Note 2, “Summary of Significant Accounting Policies,” to the consolidated financial statements describes the significant accounting policies and methods used in the preparation of the consolidated financial statements. The accounting policies described below are significantly affected by critical accounting estimates. Such accounting policies require significant judgments, assumptions, and estimates used in the preparation of the consolidated financial statements, and actual results could differ materially from the amounts reported based on these policies.

1. Useful Lives and Depreciation of Property, Plant and Equipment

Our property, plant and equipment are stated at cost, net of accumulated depreciation and impairment losses, if any. We depreciate our property, plant and equipment on a straight-line basis over their estimated useful lives, which range from 3 to 27.5 years for land and buildings, 5 to 10 years for plant and machinery, and 3 to 10 years for other asset categories, including office equipment, computers, motor vehicles, furniture and fittings, and renovations. The depreciation method and estimated useful lives reflect management’s judgment based on historical experience, the nature of the assets, their anticipated use, and technological and economic factors.

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The estimation of useful lives is a critical accounting estimate because it requires significant management judgment and has a material impact on our consolidated financial statements. Changes in the estimated useful lives of our assets could significantly affect the timing of depreciation expense recognized in future periods. For the fiscal years ended June 30, 2025 and 2024, depreciation expense totaled $248,940 and $417,517, respectively.

2. Impairment of Long-Lived Assets and Intangible Assets

We assess long-lived assets, including property, plant and equipment and indefinite-lived intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Recoverability of long-lived assets is measured by comparing the carrying value to the estimated undiscounted future cash flows expected from the asset or asset group.

For the fiscal years ended June 30, 2025 and 2024, we recognized impairment losses of $137,632 and $134,042, respectively, related to plant and machinery.

No plant and machinery were written off during the year ended June 30, 2025, while write-offs amounted to $3,979 in the prior year.

3. Allowance for Expected Credit Losses

As of June 30, 2025, and 2024, the allowance for expected credit losses on accounts receivable was $0 and $27,481, respectively.

4. Revenue Recognition and Principal vs. Agent Determination

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5. Stock-Based Compensation

As of the years ended June 30, 2025 and 2024, we recorded accrued compensation costs related to these arrangements of $89,165 and $274,870, respectively.

During the fiscal years ended June 30, 2025 and 2024, we recognized total share-based compensation expense as follows:

	For the year ended June 30,
	2025		2024

Nonemployees	$	1,341,373	$	252,369
Employees	$	432,246	$	135,679
Director	$	5,534	$	-
Total	$	1,779,153	$	388,048

6. Deferred Taxes and Valuation Allowances

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Working Capital

As of June 30, 2025 and 2024, we had cash and cash equivalent of $1,021,112, representing an increase of $741,975, or 265.8%, compared to $279,137 as of June 30, 2024, respectively. Deposits with banks decreased by $723,516, or 36%, from $2,000,000 as of June 30, 2024, to $1,276,484 as of June 30, 2025. Our accumulated operating losses increased by $4,782,977, or approximately 35%, from $13,480,204 as of June 30, 2024 to $18,263,181 as of June 30, 2025.

As of September 30, 2025, we had cash and cash equivalents of $1,175,539, representing an increase of $154,427, or 15.1%, compared to $1,021,112 as of June 30, 2025, respectively. Deposits with banks decreased by $500,000, or 39.2%, from $1,276,484 as of June 30, 2025, to $776,484 as of September 30, 2025. The remaining $776,484 held in a certificate of deposit account is scheduled to mature in December 2025. Our accumulated operating losses increased by $919,555, or approximately 5%, from $18,263,181 as of June 30, 2025, to $19,182,736 as of September 30, 2025. Subsequent to the period ended September 30, 2025, we raised gross proceeds of $2,000,000 in the Ergon Private Placement. We believe that the successful completion of the Ergon Private Placement has improved our liquidity and financial position for the near term. We expect to seek funding for our operations over the next twelve months through additional public and private offerings of our securities, including a potential listing of our common stock on a national exchange and concurrent public offering.

Our primary source of cash is currently generated from the sale of our securities. We will need to raise additional funds beyond our current working capital balance in order to finance future development of our products and services until such time as future revenues are achieved. We anticipate generating revenue in the future from the Ergon License; however, there can be no assurances that sufficient revenue will be generated or that revenues, if any are achieved, will be sufficient to fund our operations on a profitable basis, particularly given our negotiated 15 month “go to market” period with Ergon.

As we continue to make progress commercially, we believe we will have potential opportunities to strengthen our balance sheet as needed including, but not limited to, debt and/or equity financing, as well as through additional potential licensing arrangements. All of these financing options should provide our company with the flexibility as we continue to drive shareholder value. However, we may not be able to obtain financing on favorable terms when needed, or at all. Our ability to obtain additional financing will be subject to a number of factors, including market conditions, fluctuations in interest rates, our operating performance and investor sentiment. If we are unable to raise additional capital when required or on acceptable terms, we may have to significantly delay or scale back our operations or obtain funds by entering into agreements on unfavorable terms. Failure to obtain additional capital on acceptable terms, or at all, would result in a material and adverse impact on our operations.

Related Party Transactions

On March 13, 2023, we and our former indirect wholly-owned subsidiary Champmark Sdn Bhd (“CSB”) entered into a Settlement of Debts Agreement (the “SDA Agreement”) for the settlement in full of CSB’s account payable to a related party, Borneo Oil Corporation Sdn Bhd (“BOC”) by way of the issuance of a two year term Promissory Note with the face value (principal) amount of $675,888, and bearing 2% coupon interest. The Note was repayable by May 12, 2025, either in cash or by the issuance of our restricted common stock priced at $0.07 per share at the discretion of the holder of the Promissory Note. A total of 9,655,542 shares of our restricted common stock were issued on August 16, 2024, to Borneo Oil Berhad, the appointed nominee of the Creditor, to settle in full the total of $675,888 of CSB’s account payable to the Creditor.

This transaction allowed us to eliminate the outstanding debt without the use of cash and resulted in a corresponding increase in stockholders’ equity. We accounted for the settlement at the carrying amount of the liability in accordance with ASC 470-50 and ASC 850, with no gain or loss recognized on the extinguishment. We believe this transaction strengthens our balance sheet and improves our liquidity position by reducing liabilities through equity-based financing.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material to investors.

~~Changes In~~Trend ~~and~~Information ~~Disagreements With Accountants On Accounting and Financial Disclosure~~

~~None~~Other than as disclosed elsewhere in this prospectus, we are not aware of any trends, uncertainties, demands, commitments, or events that are reasonably likely to have a material effect on our net revenues, income from operations, profitability, liquidity or capital resources, or that would cause reported financial information not necessarily to be indicative of future operating results or financial condition.

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BUSINESS

Overview

We are a road construction and building materials company offering proprietary, environmentally sustainable materials and seeking to redefine our industry with a clear mission: enabling the #TransitiontoZero™. Our proprietary product BioAsphalt™ incorporates biochar, a powerful carbon sequestering material, into infrastructure with the goal of reducing emissions, improving performance, and lowering overall costs. We also offer a licensed proprietary cold mix biochar asphalt emulsifying agent, which we call “Verde V24”. Further, we expect to generate revenues from the generation by our products, and our subsequent sale, of carbon removal credits. We believe our proprietary products, know-how and business plan place us at the forefront of sustainable innovation in the construction and building materials sector, an industry we believe is long overdue for transformation.

Our strategic roadmap for achieving net-zero emissions—what we call the Verde Net Zero Blueprint—has achieved the following significant milestones:

	●	The issuance to our company in April 2025 of the world’s first carbon removal credit from asphalt production and application, certified by Puro.earth, the leading global registry for engineered carbon removal.

	●	Technological validation of our BioAsphalt™ by NCAT, including receipt of preliminary performance results from NCAT in July 2025 that demonstrated consistent durability, particularly under low-volume roadway conditions. Most recently, in September 2025, NCAT’s latest evaluation of our cold recycling mix using 100% RAP from laboratory testing demonstrated that our cold-recycled mix not only meets but exceeds industry specifications for cold-recycled asphalt. These results showed superior cohesion, high TSR, and retained stability compared to standard cold mix benchmarks, validating its strength, durability, and moisture resistance.

Our Verde Net Zero Blueprint is comprised of our portfolio of validated technologies that enable the production of sustainable infrastructure materials with the integrated ability to generate certified carbon removal credits. This positions carbon sequestration not just as an environmental co-benefit, but as a monetizable feature embedded in our business plan.

As the rise of artificial intelligence accelerates data center energy consumption, which is now projected to account for a growing share of global electricity use, enterprises worldwide are facing increasing pressure to offset their carbon footprints. This is driving up demand for high-integrity, verifiable carbon credits.

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Our model presents a novel combination of infrastructure performance with measurable climate impact, establishing us as a first mover in scalable Net Zero solutions, which we believe positions us well to meet the demands of a rapidly decarbonizing, carbon-constrained economy.

With key third-party validations from groups such as NCAT and Puro. earth in place, we are now focused on commercializing our solutions in the United States, our most strategic market. To this end, we recently entered into an exclusive licensing agreement with Ergon, an industry leader in asphalt innovation and supply and one of the largest liquid asphalt and emulsion marketers in North America, for the production of asphalt surface course material containing our proprietary solution across North America. As our domestic operations scale through Ergon, we plan to license the Verde Net Zero Blueprint globally, targeting infrastructure and materials companies in countries aligned with the Paris Climate Agreement and pursuing Net Zero by 2050.

We plan to expand operations and generate and grow revenue over the next twelve (12) months primarily through marketing and selling our proprietary road technologies through Ergon exclusively in North America, with an initial focus on the United States. Production planning of our materials has already commenced, with distribution anticipated to occur through the Ergon’s established sales channels, reaching asphalt mixing plants across the United States, Canada and Mexico for blending and placement. Embedding our technology into Ergon’s nationwide business footprint would enable immediate scalability and near-term revenue generation.

We believe our asset light business model enables scalable growth while minimizing capital intensity, creating recurring revenue streams through licensing, sales, royalties, carbon monetization, and strategic partnerships. We operate through our primary U.S. subsidiary, Verde Renewables, headquartered in St. Louis, Missouri.

Our Services and Products

Our business model includes two core proprietary technologies that form the foundation of our carbon-integrated road system:

Cold Mix Biochar Asphalt. We currently maintain proprietary rights to the key technology we use, Verde V24, which is used in our cold mix biochar asphalt mix design. We hold the exclusive North American license for Verde V24 from C-Twelve. Our cold mix asphalt is a surface course engineered with biochar, a stable form of carbon derived from organic waste, and formulated with a proprietary emulsifying agent, Verde V24, that enables the creation of a specialized emulsion, facilitating a strong bond between the carbon and aggregate. Unlike traditional hot mix asphalt, which requires high temperatures and generates significant greenhouse gas emissions during production and application, our solution is applied at ambient temperature and activated with water, eliminating the need for heat or solvents. It is durable, cost-effective, and suitable for year-round use, including in cold-weather climates.

The material has been independently validated, including through trials at the NCAT, confirming its performance under real-world conditions. In July 2025, we received encouraging preliminary performance results from NCAT. After approximately 50,000 equivalent single-axle loads of heavy truck traffic, the asphalt surface remained flexible and demonstrated consistent durability, particularly under low-volume roadway conditions. Importantly, it is the first carbon-sequestering asphalt surface course to maintain competitive strength and flexibility for road applications and to enable the issuance of verified carbon removal credits, positioning it as a breakthrough in both sustainable infrastructure and climate mitigation.

In September 2025, NCAT’s latest evaluation of Verde’s cold recycling mix using 100% RAP further validated the testing results of our proprietary formulation. Laboratory testing conducted in accordance with ASTM D6927 (Marshall Stability and Flow), ASTM D6931 (Indirect Tensile Strength), and AASHTO T283 (Moisture Susceptibility) demonstrated that Verde’s cold-recycled mix not only meets but exceeds industry specifications for cold-recycled asphalt. Results showed superior cohesion, high TSR, and retained stability compared to standard cold mix benchmarks, validating its strength, durability, and moisture resistance.

Together, we believe these findings reinforce the scalability and commercial readiness of our cold mix biochar asphalt as a next-generation, carbon-sequestering pavement solution, offering a credible and practical alternative to conventional road construction materials and application methods.

Since September 30, 2025, 80,000 liters of Verde V24 have been produced. We continue to work on on-boarding matters with Ergon and testing of our Verde V24 within Ergon’s products, and we expect to continue such work through the commercial market launch of Ergon’s products incorporating Verde V24 in early calendar year 2026. Additionally, we continue to engage in negotiations with Oregon Biochar Solutions (“OBS”) for a formal supply agreement for our custom blend biochar, and we expect definitive documentation in the first quarter of calendar year 2026.

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TerraZyme Enzyme-Based Soil Stabilization. TerraZyme is a proprietary enzyme-based catalyst engineered to improve the strength, durability, and moisture resistance of native soils, serving as a sustainable alternative for road base preparation, subgrade stabilization, and erosion control. The enzyme works by catalyzing a natural reaction in clay-bearing soils, breaking down organic material and rearranging soil particles into a more tightly bonded structure. This reaction reduces permeability, minimizes swelling, and significantly enhances load-bearing capacity without the need for imported aggregates or traditional binders.

Conventional stabilization methods typically rely on cement, lime, or other chemical additives, which are not only costly and labor-intensive but also carbon-intensive in both production and application. By contrast, TerraZyme is a low-emission, cost-effective, and rapidly deployable solution that requires less equipment and labor while delivering superior long-term performance and carbon reduction. Its liquid form allows for easy on-site mixing with water and application using standard equipment, followed by compaction.

TerraZyme is also well-suited for rural or remote areas, resource-constrained regions, or developing markets where access to aggregates is limited or prohibitively expensive. It is a key component of our broader mission to deliver climate-smart infrastructure solutions worldwide.

We currently have access to the TerraZyme enzyme through the NPI MOU which is effective until December 2026. We are currently in negotiations with NPI for a definitive agreement that would contain an exclusive worldwide license for TerraZyme.

Anticipated Plans and Expenditures

	·	October 2025 – March 2026: Following the October 2025 execution of our definitive licensing agreement with Ergon for North America, we are moving forward with initial marketing, technology transfer, and initial production ramp-up.

	·	April 2026 – September 2026: As described further below, our initial “go to market” period with Ergon lasts until the end of 2026. During this time, we will look to establish nationwide distribution and deployment across multiple asphalt plants, with early sales-based revenues expected.

	·	October 2026 – December 2026: Initiation of discussions regarding minimum quantities with Ergon for 2027.

	·	Expenditures: Minimal business-related capital outlays are anticipated for our company over the next twelve months, as Ergon’s existing infrastructure will support production and distribution. Costs will primarily involve purchases of Verde V24 from our Verde V24 licensor, C-Twelve, biochar procurement, technology integration, compliance, and monitoring. However, we will also be required to fund $3 million to C-Twelve by the end of July 2026 as a loan ($2 million) and as a license fee ($1 million) under our Joint Development Agreement with C-Twelve, as described under “Intellectual Property” below.

Ergon License

On October 10, 2025, Verde Renewables entered into the Ergon License, pursuant to which we have granted Ergon an exclusive, non-transferable license to use, manufacture, commercialize, market, sell and distribute any product that contains or is manufactured or formed by Ergon using our proprietary Verde V24 cold mix biochar asphalt emulsifying agent in the United States (including its territories), Canada and Mexico, in exchange for Ergon agreeing to purchase Verde V24 from us at a fixed price (which is inclusive of all fees associated with the license, but subject to consumer price index adjustments) for use in Ergon’s asphalt road materials products.

Ergon, the largest asphalt marketer in North America, is a subsidiary of Ergon, Inc., a diversified global organization engaged in multiple industries. The privately held Ergon is an industry pioneer in asphalt innovation and supply, employing more than 4,000 people and serving customers and partners in over 90 countries worldwide.

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We have agreed with Ergon to an initial fifteen (15) month “go-to-market period”, during which there will be no minimum purchase requirements for Ergon’s purchases of Verde V24. For each calendar year beginning January 1, 2027, Ergon has agreed to negotiate with us in good faith towards the establishment of possible minimum purchase amounts based on certain customary factors. We have also agreed with Ergon that if minimum purchase amounts are agreed to for any given calendar year, we and Ergon will agree in good faith to new minimum purchase amounts for each subsequent year, subject to consideration of customary factors.

We have also agreed to provide Ergon with forty percent (40%) of our share of the carbon removal credits generated from the mixing of the final carbon sequestering BioAsphalt™ surface material, so long as (a) the carbon removal credits are generated from bulk mixing or packaged mixed product, and (b) the mixing of the final BioAsphalt™ surface material includes biochar purchased from us. The Ergon License additionally grants Ergon the right to use our trademarks and access to ongoing technical services to facilitate the monitoring, reporting, and verification process of each ton of carbon dioxide sequestered.

The term of the Ergon License is ten (10) years, with an automatic renewal for additional ten (10) year periods, subject to a minimum of six (6) months’ notice of cancellation prior to renewal. The Ergon License may be terminated in the event of non-payment of amounts due, initiation of bankruptcy proceedings, or under other customary terms. Additionally, Ergon may terminate the Ergon License upon sixty (60) days’ prior written notice in the event that our Chief Executive Officer, Jack Wong, or our Chief Operating Officer, Eric Bava, are removed from their respective positions with our Company for reasons other than termination for cause or voluntary resignation. The Ergon License additionally contains provisions regarding confidentiality, indemnification, and representations and warranties of the parties that are customary for such an agreement.

The foregoing description of the Ergon License is not complete and is qualified in its entirety by reference to the full text of the Ergon License, a copy of which is filed as Exhibit 10.1 to the registration statement of which this prospectus forms a part.

BioFraction and Expansion Plans

With the execution of our agreement with Ergon, our business model has been established and we now operate with a singular focus on sustainable infrastructure technologies. Once we scale our North American operations, we intend to turn our focus to Malaysia, where we have had our BioFraction facility in Borneo since 2021. This facility is set to become fully operational once production and expansion in Malaysia is ready to begin. BioFraction refers to the biological fractionalization of waste through pyrolysis, a thermal decomposition process in an oxygen-free environment that converts organic waste into valuable outputs including biochar, biofuel, bio-syngas, and wood vinegar. At this BioFraction facility, we plan to convert palm oil waste into biochar and other renewable byproducts. The BioFraction facility was strategically set to dormant status in recent years in order to prioritize our U.S.-based proof of concept test track in partnership with NCAT, though we have continued regular maintenance and test production runs to preserve its operational capability. With that milestone now complete and with the Ergon License secured, we are now focused on scaling our North American operations. Once we turn our focus to Southeast Asia, we intend to restart and increase the operation of our BioFraction facility.

We plan to target major Malaysian highway operators who are interested Net Zero solutions. We intend to require any potential licensing of our solutions in Malaysia to also require exclusive sourcing of biochar from our subsidiary, Verde Resources (Malaysia) Sdn Bhd, which operates our BioFraction facility. This will help draw down existing inventory and ramp up production. We also plan to explore the licensing of our BioFraction intellectual property and know-how to qualified palm oil waste processors in Malaysia to produce designer grade biochar compatible with our biochar asphalt mixed designs, potentially generating additional revenue through carbon credit royalties, product resale margins, and licensing fees.

Our Industry and Market Opportunity

We operate at the convergence of two rapidly evolving sectors: sustainable building materials (which accounts for approximately 37% of annual global emissions according to an article entitled “The Building Sector is Key to the Fight Against Climate Change”, by Gim Huay Neo and Yvonne Zhou, dated June 25, 2024, and published by Caixin Global), with a particular focus on road construction technologies, and the carbon removal industry, where our innovations enable both the reduction and removal of atmospheric carbon emissions. One of our principal missions is to bridge these sectors by delivering high-performance, low-carbon infrastructure solutions that drive both environmental impact and economic value, creating a scalable pathway for the infrastructure sector to actively contribute to global sustainability goals.

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Building Materials Industry

The global road construction market was valued at $572.9 billion in 2023, according to Market Research Future’s Road Maintenance Market Report (January 2025). In 2024, the North American market reached $188.0 billion, as reported by IBISWorld. Astute Analytica projects continued growth through 2032, driven by rising infrastructure investment, increased public funding, and the growing shift toward sustainable construction materials.

Governments around the world are increasing infrastructure spending to promote road modernization, enhance durability, and reduce emissions. In the United States, Canada, and the European Union, various initiatives are advancing low-carbon construction practices and encouraging the use of more sustainable materials in road projects.

As the industry accelerates the adoption of cost-effective, low-emission alternatives to traditional asphalt, we believe Verde is well positioned to contribute to and benefit from this global transition.

Global Carbon Market and Carbon Credits

We define the “global carbon market” as the global market for carbon offsetting or carbon trading. Carbon offsetting is a system designed to reduce global greenhouse gas emissions by allowing countries, companies, or individuals to compensate for their own emissions by purchasing “credits” from projects that reduce or remove greenhouse gasses from the atmosphere. To generate these “credits”, which are often referred to as “carbon credits” or “carbon removal credits”, a carbon offsetting project must be certified by either a governmental authority or independent certification body, such as Puro.earth. The governmental authority or certification body reviews the carbon offsetting project, tests the project to verify it has demonstrated emissions reductions, and, once the project is approved, issues the carbon credits to the developer.

A landmark report entitled “Unlocking the Potential of Carbon Dioxide Removal,” dated June 27, 2024, by James Davis and Paddy Mortimer of consulting firm Oliver Wyman, and co-authored by the City of London Corporation, and the UK Carbon Markets Forum, states that the global market for carbon dioxide removal credits could surge from roughly $2.7 billion in 2023 to as much as $100 billion per year by 2030–35, if key obstacles are resolved, including clarity on credit standards, stronger corporate guidance, and robust policy frameworks. An article entitled “The New Renewable Revolution: Why carbon dioxide Removal Will Transform the Carbon Market” dated April 10, 2025, by Shou-Hwei Michelle You and published by the World Economic Forum, notes a pivot in the global carbon market lessoning reliance on avoided-emission credits. As a result, the market fell from $1.87 billion in 2023 to $0.72 billion in 2024, but carbon dioxide removal (CDR) is emerging as the linchpin for future growth. Major firms are beginning to step into the carbon market as well. For instance, Microsoft recently purchased about 3.5 million carbon credits, with each credit typically representing one metric ton of carbon dioxide, to offset emissions tied to its rapidly expanding artificial intelligence operations, a signal that heavy tech investment could become a major catalyst.

We believe a significant opportunity lies in our ability to generate certified carbon removal credits through the production of biochar-infused asphalt, a process which has been independently validated through successful trials at the NCAT Test Track. With the United States consuming approximately 400 million tons of asphalt annually according to an article entitled “The Advancement of Asphalt Pavements Over the Last 50 Years”¸ by Drs. Jon Epps, Ph. D., P.E., and Dave Johnson, P.E., dated August 1, 2021, and published in Asphalt Magazine, the potential for credit generation is substantial.

Currently, available U.S. biochar supply can support the production of only about 4 million tons of finished asphalt according to our internal estimates developed in consultation with our domestic biochar suppliers. However, according to a report by the U.S. Department of Energy from March 2024 entitled “2023 Billion-Ton Report: An Assessment of U.S. Renewable Carbon Resources”, the United States produces over 600 million tons of biogenic waste each year, which is enough to yield up to 100 million tons of biochar and enable the production of more than 2 billion tons of carbon-sequestering asphalt. This represents what we believe to be a transformative opportunity to scale both infrastructure decarbonization and carbon credit generation nationwide.

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As infrastructure stakeholders increasingly seek cost-effective, climate-aligned solutions, we offer a rare combination of affordability, performance, and verified climate impact. Each ton of biochar-asphalt produced enables the generation of additional carbon removal credits, unlocking what we expect will be a scalable, high-margin, and recurring revenue stream alongside traditional infrastructure income.

With Puro.earth certification and early credit purchases by a major financial institution following our proof-of-concept success, we are positioned at the forefront of engineered carbon removal. As our operations scale, we believe our model offers a clear path to monetizing decarbonization, helping governments and corporations meet climate targets while maximizing impact for each dollar spent.

Market Challenges

The building materials industry is highly fragmented, comprising both large publicly traded corporations and a wide range of privately held firms, and subject to significant competition. Historically, many of these companies have relied on conventional road materials and methods, such as hot mix asphalt, with limited innovation. However, there is a growing shift across the sector, as companies increasingly invest in research and development to meet the rising demand for sustainable and environmentally friendly solutions such as ours.

Despite this momentum, the adoption of new technologies remains challenging due to entrenched industry practices, complex regulatory frameworks, and performance expectations tied to long-established standards. While many competitors are significantly larger and better capitalized, we believe our products are positioned to lead in this transition. Further, our strategic collaboration with Ergon, a large and established player in the road materials industry, is expected to help us manage competitive pressures.

Our proprietary technologies, particularly in the road construction sector, enable the integration of carbon-sequestering materials like biochar directly into asphalt and other mix designs. These solutions are not only difficult to replicate but are also backed by real-world validation and the ability to generate carbon removal credits. This positions us at the intersection of two urgent global needs: decarbonizing infrastructure and delivering high-performance, cost-effective alternatives to legacy materials.

See “Competition” below for further information on competitive challenges we face.

Intellectual Property

We currently maintain rights to the key technologies we use. Verde V24, which is used in our cold mix biochar asphalt mix design, the TerraZyme enzyme, and the catalytic BioFraction process, are all held as trade secrets.

Through our C-Twelve Agreement, we hold an exclusive, ten-year license in the United States, Canada and Mexico to produce and sell end-product asphalt surface course materials containing Verde V24 and have the option to sub-license use of Verde V24 to produce end-product asphalt surface course materials. Pursuant to the C-Twelve Agreement, we are required to pay C-Twelve a $1 million exclusive licensing fee and concurrently provide C-Twelve with the $2 million C-Twelve Loan. We are required to fund the C-Twelve Loan and the $1 million licensing fee to C-Twelve (the proceeds of which are expected to be used by C-Twelve in part to enhance its Verde V24 manufacturing capability) within thirty (30) days of closing of a transaction in which our common stock becomes listed on a U.S. national exchange, provided that if such funding is not achieved by July 31, 2026, C-Twelve shall have the right, on ten (10) business days’ notice, to hold us in breach of the Joint Development Agreement. The C-Twelve Agreement also provides for a potential conditional fee payment to C-Twelve in 2027 based on agreed to minimum amounts of liters of Verde V24 which we may purchase from C-Twelve.

We currently have access to the TerraZyme enzyme through the NPI MOU with NPI. We entered into the MOU with NPI to formalize our collaboration on the NCAT test track project discussed above and to explore possible subsequent business opportunities arising from the successful completion of the NCAT testing, including a possible license for TerraZyme. The NPI MOU is effective until December 31, 2026, or until earlier replacement by a definitive agreement. We are currently in negotiations with NPI for a definitive agreement that would contain an exclusive worldwide license to our company for TerraZyme.

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Our subsidiary, Verde Resources Asia Pacific Limited (“VRAP”) is the proprietor of a technical process known as the “Catalytic BioFraction Process” (the “BioFraction Process”) and an exclusive license is assigned to our other subsidiary, Verde Resources (Malaysia) Sdn Bhd (“Verde Malaysia”), for the application of the BioFraction Process in our facilities in Borneo. The BioFraction Process is a slow pyrolysis process using a proprietary catalyst to depolymerize palm biomass wastes (empty fruit bunches or palm kernel shells) in temperature range of 350 degrees Celsius to 500 degrees Celsius to yield commercially valuable bio products: bio-oil, wood vinegar (pyroligneous acid), biochar and bio-syngas. The intellectual property is a second-generation pyrolysis process where non-food feedstock like palm biomass wastes is used as feedstock.

We hold no issued patents at this time. However, we have filed a provisional patent in the United States covering our complete cold mix asphalt design and system, including Verde V24, which is central to its performance. Under the terms of the C-Twelve Agreement, we have agreed not to prosecute the U.S. provisional patent for Verde V24 and ensure that it is voluntarily withdrawn within 30 days of C-Twelve lodging a U.S. patent application. Additionally, C-Twelve has agreed that any patent application filed in the U.S. claiming priority from its Australian provisional patent application will be filed jointly in the name of C-Twelve and us, and that we have a 50% interest and right of title for the U.S. patent application for Verde V24.

We continue to see trade secret protections as essential to maintain the secrecy of the proprietary formulations we use and we believe trade secret protections reduce the risk of reverse engineering our technologies. However, we also believe there is significant value to be gained from seeking patent protection of our larger systems that integrate our trade secret technologies, including the ability to enforce such patents against any parties who may infringe upon them. As we grow, our plan is to invest more in registered patent protection to the extent we feel such protection is superior to trade secret protection, which has the benefit of maintaining the privacy of critical aspects of our technology.

As our proprietary rights to our key technologies are currently in the form of trade secrets, which we seek to protect by entering into non-disclosure and confidentiality agreements with parties who have access to such technologies, and not protected by patents or other more secured means, we face significant risks related to our limited ability to enforce confidentiality or enforce a claim that a party illegally disclosed or misappropriated any trade secrets, as further discussed under “Risk Factors – If we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed.”

Our Growth Strategies

Our growth strategy is focused on forming strategic relationships with organizations like Ergon that already possess established infrastructure critical to large-scale deployment. This includes companies with existing asphalt mixing facilities, supply chains for raw materials, distribution networks, and sales agreements with end-users such as state departments of transportation, municipalities, and contractors.

Rather than building these capabilities from scratch, we license our proprietary technologies to these organizations alongside our fully integrated Net Zero infrastructure blueprint. Our model allows our commercial collaborators to easily incorporate carbon-negative technologies, such as our BioAsphalt™, into their current operations. We believe this significantly reduces the barrier to adoption while accelerating market penetration. By leveraging their physical assets, regulatory relationships, and customer base, and combining them with our innovation and carbon credit-generating solutions, we can create a mutually beneficial path to scale faster, smarter, and with greater environmental impact.

Our initial focus over the next few years is to demonstrate and validate this model across the U.S., Canada and Mexico through our strategic relationship with Ergon. We believe this approach will facilitate rapid adoption among our target customers, who operate within a traditionally conservative and highly regulated industry. Following successful validation in the U.S., we plan to scale our North American operations and subsequently expand licensing opportunities to Southeast Asia, where we already maintain an established presence. Our initial emphasis will be on Malaysia and Singapore, supported by our existing BioFraction facility in Borneo, which is capable of supplying up to 6,000 tons of biochar annually to serve local infrastructure projects and advance regional decarbonization initiatives.

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Sources and Availability of Raw Materials

While we do not directly produce our cold mix biochar asphalt surface course material, the key ingredients in its production are Verde V24 and biochar, a carbon-rich by-product used in our mix designs. We purchase our supple of Verde V24 from C-Twelve under the terms of the C-Twelve Agreement and we have entered into a memorandum of understanding, and are currently in the process of negotiating a definitive agreement, with Oregon Biochar Solutions and its affiliated facilities to secure a reliable supply of biochar in the United States through its facilities that are capable of producing our designer-grade biochar tailored to our specifications for use in the testing of our products and for downstream use by licensees of our solutions. Oregon Biochar Solutions is a related party as Karl Strahl, the Chief Operating Officer of Oregon Biochar Solutions, is also a member of our board of directors.

We are in discussions with existing facilities to establish supplies of biochar in Canada and Mexico. In Southeast Asia, our BioFraction facility in Borneo is expected to produce up to 6,000 tons of biochar annually to our required specifications, and we anticipate utilizing this facility as our primary regional supply source.

The proposed licensing structure for the BioAsphalt™ product in Asia would require licensees to procure biochar exclusively from Verde Resources (Malaysia) Sdn. Bhd, facilitating the depletion of existing inventory at the Sabah facility and the resumption of localized production to meet market demand. We plan to refine its BioFraction technology to produce designer-blend biochar for our proprietary asphalt formulations and to separately license the BioFraction technology to qualified palm-oil waste processors across Southeast Asia. These processors would convert palm waste into specialized biochar suitable for our applications while generating certified carbon removal credits. We expect to derive revenue from technology licensing fees, carbon credit royalties, and resale margins from biochar supplied to its asphalt partners. This asset-light model enables scalable growth of our biochar supply chain with minimal capital expenditure, supporting our mission to advance the adoption of carbon-sequestering infrastructure solutions across the Asia-Pacific region.

Distribution Network and Marketing

Because we operate primarily under a licensing model, we do not directly distribute or market the final road construction products ourselves. Instead, we leverage the existing distribution channels and customer networks of our licensees to commercialize our technologies efficiently and cost-effectively.

In addition to our licensing activities, we intend to market and distribute two proprietary products directly: our designer blend biochar and Verde V24, our proprietary emulsifying agent. The designer blend biochar is a critical input in the production of the cold mix biochar asphalt, providing the consistency, quality, and performance characteristics required to ensure the durability and carbon credit eligibility of the end product. Similarly, Verde V24 serves as a key chemical component used to formulate the specialized emulsion that enables a strong bond between biochar and aggregate.

Under our current commercialization strategy, Ergon will serve as our exclusive licensee and distributor of Verde V24 and the associated specialized emulsion throughout the United States, Canada, and Mexico. We believe that partnering with Ergon, one of the world’s leading producers and marketers of liquid asphalt and emulsions, provides extensive market reach, promotes standardized product performance, and maintains consistent quality control across all licensed production facilities.

Customers

Our core customer base consists of businesses involved in road construction and infrastructure development, as well as governmental entities. Under our licensing-based model, we provide proprietary technology and product formulations to commercial partners like Ergon that can manufacture, distribute, and deploy our carbon-integrated solutions at scale.

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As discussed above, we recently entered into the Ergon License, which provides Ergon an exclusive license to produce, manufacture, distribute, and sell products containing our Verde V24 emulsifying agent in the United States, Mexico and Canada. As such, almost all of our current business is reliant upon our strategic relationship with Ergon and our direct customers in the United States will be Ergon and asphalt mixing plants serviced by Ergon, which will use our cold mix biochar asphalt formulations and technologies to manufacture next-generation road construction materials. These plants have the infrastructure to produce, blend, and distribute materials in accordance with DOT specifications, making them what we believe to be the ideal channel for product deployment at scale.

Although we do not directly engage with other customers in the United States under our exclusive licensing arrangement with Ergon, we anticipate that Ergon will serve a wide range of downstream market segments that are key adopters of sustainable road materials, including:

State Departments of Transportation (DOTs), Local Municipalities, and U.S. Federal Agencies

DOTs are among the largest purchasers of asphalt materials, responsible for the construction and maintenance of public highways. As they implement carbon accounting frameworks and pursue emissions reduction mandates, our carbon-negative technologies offer a compelling, policy-aligned solution.

Municipalities manage local roads, subdivisions, and emergency repairs. Our cold mix asphalt, which requires no heating and minimal equipment, is ideal for off-season maintenance and budget-sensitive repairs, enabling year-round infrastructure improvements with reduced logistical complexity.

Federal agencies, including the Department of Defense and the Department of Transportation, are under increasing pressure to source sustainable and low-emission materials. Our technologies meet both environmental goals and practical needs, such as performance in cold or remote conditions and reduced emissions during installation.

Private Sector Contractors & Developers

Contractors and developers are seeking to enhance their “Environmental, Social, and Governance” (known as ESG) credentials and qualify for green financing or tax incentives. By integrating our solutions, they can offer carbon-negative infrastructure without disrupting existing construction workflows, meeting market demand while advancing sustainability objectives.

Competition

Competitive Landscape

The construction materials industry is dominated by large, established public and private companies that compete primarily on cost, scale, logistics, and supply chain efficiency. These incumbents often have extensive production capacity, longstanding customer relationships, and significant influence over industry standards. Many are substantially better capitalized than we are and have decades of experience in the construction space. While historically slow to innovate, many of these companies are now investing in sustainable product development to meet regulatory pressure and market demand for greener infrastructure.

In parallel, the carbon removal and offset sector represents a fast-growing and increasingly competitive space. It includes a mix of climate-tech startups, project developers, environmental consultancies, and digital platforms focused on digital measurement, reporting, verification (“dMRV”), and carbon removal credit issuance. These entities operate across various methodologies ranging from nature-based solutions like reforestation and regenerative agriculture to engineered approaches, such as direct air capture and biochar-based removal.

What we believe differentiates us is our ability to embed carbon removal directly into essential infrastructure products like roads, and generate verified carbon removal credits from every mile paved. Unlike firms focused solely on offset trading or dMRV, we deliver physical carbon drawdown through material innovation, creating a defensible position at the intersection of two massive and converging industries: construction and climate.

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At this time, we do not face direct competition in the development and commercialization of carbon-sequestering asphalt. We are the first to establish a fully validated and licensable Net Zero Blueprint for asphalt, a model that enables the production of cold-applied, biochar-infused asphalt while generating certified carbon removal credits. This blueprint was proven through successful trials at the NCAT Test Track and has been certified by Puro.earth, the leading global standard for engineered carbon removal. It is already commercially validated through early credit purchases by a major financial institution and as evidenced by our entry into the Ergon License.

Rather than competing with existing hot mix asphalt producers, our model presents a paradigm shift, offering existing producers a new revenue-generating opportunity. By licensing our blueprint, traditional producers can transition to cold-based biochar asphalt without overhauling their existing equipment or vendor relationships. This not only eliminates the need for energy-intensive burners and dramatically reduces GHG emissions, but also allows for year-round operations, including in winter, potentially increasing both positive environmental impact and profitability.

While other companies in the infrastructure or sustainability space may have more resources or legacy experience in producing green materials, no other company to date has combined asphalt production with certified carbon credit generation. We believe our ability to monetize decarbonization through a scalable, licensable model places us at the forefront of engineered carbon removal and gives us a significant first-mover advantage.

Our Competitive Advantages

Despite the competitive nature of our industry and the relatively small size of our company, we believe we have certain competitive advantages, and we believe we will be able to capture a good market share through the following:

	·	Scalable Licensing Model: We plan to implement a global licensing model that will enable building materials companies to integrate our proprietary technologies into their existing operations. We believe this capital-light approach allows us to scale quickly without the costs of manufacturing or installation. By partnering with companies that already have infrastructure and market access, we accelerate adoption, expand our impact, and enable the local generation of carbon-negative materials and credits. Freed from production, we can focus on innovation, while our partners focus on regulatory alignment and customer fit in their respective markets.

	·	Next-Generation Road Technologies: Our products have been tested and shown to be more durable, cost-effective, and environmentally friendly than traditional hot mix asphalt for surface courses and cement- or lime-based methods for soil stabilization.

	·	Carbon Impact: Our products can help contractors and infrastructure companies reduce their Scope 1 emissions (direct GHG emissions), Scope 2 emissions (indirect GHG emissions from the generation of energy that an organization consumes), and Scope 3 emissions (indirect GHG emissions that occur throughout an organization’s value chain as a result of its activities), enabling a path toward net-zero operations. Compared to traditional hot-mix asphalt products, our cold-mix biochar asphalt produces fewer emissions, including by eliminating high-temperature processing and requiring less electricity during manufacturing, being fully recyclable, and taking advantage of local and low-carbon sourcing of raw material inputs.

	·	Carbon Credit Generation: Unlike traditional materials, our solutions enable the creation of verified carbon removal credits, opening new revenue streams for our company, our commercial partners and their customers while helping them meet ESG and Net Zero goals.

	·	Integrated Model: We combine proprietary building material technologies with carbon credit generation, offering both product and environmental value.

	·	Verified Carbon Removal: Our use of biochar enables the generation of third-party certified carbon removal credits, backed by measurable data.

	·	Asset-Light Expansion: Through licensing agreements and local commercial collaborations, we believe we can scale efficiently without heavy capital investment.

	·	Policy and ESG Alignment: Our solution aligns with global Net Zero targets, Scope 1,2, and 3 emissions reductions, and climate-resilient procurement policies.

	·	First-Mover Positioning: We believe we are among the first to successfully commercialize asphalt-integrated biochar with verified carbon credits in the United States.

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While this market is highly competitive, we believe in our competitive advantages. We are focusing on the following strategies to further expand our horizons and fuel further growth:

	·	Commercial Licensing: Now that we have entered into the Ergon License which covers the United States, Canada, and Mexico, we plan to foster similar strategic relationships with national and regional infrastructure companies globally to license our asphalt formulations and biochar technologies.

	·	Biochar Supply Network: Expand a decentralized supply chain of biochar processors through IP licensing and offtake agreements.

	·	Carbon Credit Monetization: Scale the generation and sale of carbon removal credits through verified methodologies and corporate buyers.

	·	Geographic Expansion: Grow our presence across North America and Southeast Asia by leveraging early success and demand from infrastructure owners.

Seasonality

Our cold mix asphalt can be produced year-round and is well-suited for stockpiling, allowing for placement in virtually any season, including in colder climates where traditional hot mix asphalt cannot be applied. While seasonality may influence construction activity timing, particularly in winter-prone regions, it does not impact the production, storage, or licensing of our technologies.

As a result, our business operations are not materially affected by seasonality. We maintain the ability to license, supply, and support deployment year-round, ensuring consistent commercial activity and project readiness regardless of climate.

Governmental Approvals and Regulation

Governmental Approvals

Because our business will be centered around a licensing model and we do not currently produce or manufacture any products, we are not currently aware of any laws or governmental regulations that materially influence our business. We will work in collaboration with our licensees who will be manufacturing, distributing, and installing our technologies, as they engage with state and federal agencies to assist with their achieving full compliance with all applicable regulations, including:

	·	Construction material standards and testing protocols; and

	·	Carbon credit methodologies approved by recognized certification bodies

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Environmental Laws

Under our licensing model, manufacturing is carried out by our licensees, who are responsible for complying with all applicable environmental laws and regulations in their respective jurisdictions. We work closely with them to ensure adherence to best practices and sustainability standards throughout the production process. Currently we do not experience any material effects from or incur costs related to compliance with environmental regulations.

Insurance

We believe our insurance coverage is consistent with the customary practices of companies of comparable size and stage of development and is adequate to support our ongoing operations and planned growth initiatives. We have additionally evaluated the cost, availability, and practicality of obtaining business interruption insurance and determined that, given our transition to an asset-light, licensing-based business model, such coverage is not commercially feasible at this time. As a result, we do not maintain business interruption insurance for our U.S. operations or our overseas facility in Borneo. Consequently, we may be exposed to unrecoverable losses in the event of a disruption to our operations, as further discussed under “Risk Factors – Risks Related to Our Business – We do not carry business interruption insurance and could incur unrecoverable losses if our business is interrupted.”

Employee and Human Capital

As of December 22, 2025, we had the following employees and consultants:

Senior Management			3
Sales and Marketing			1
Production			2
Information System Technology			5
Administration / Finance / HR			4
Independent Consultants			5
Total			20

We have a total of 20 employees and representatives, including five independent consultants. Of these, eleven are based in the United States, including our five consultants. The remaining nine individuals are based in Malaysia, where they support local operations under the oversight of U.S.-based senior management.

None of our employees are members of a trade union. We believe we maintain strong relationships with our team and, to date, have not experienced any strikes, work stoppages, or material labor disputes. We intend to hire more staff to assist in the development and execution of our business operations.

Properties

Our corporate and executive office is located at 8112 Maryland Ave, Suite 400, St. Louis, Missouri 63105, telephone number (314) 530-9071. We believe that our existing facilities are adequate to meet our current requirements and will continue to evaluate our facilities sufficiency as each lease nears expiration.

We currently lease the following real properties:

Location	Rent/Own	Mortgage/Lease Terms	Use
St. Louis, Missouri	Rent	December 1, 2025 (month to month basis)	Corporate Headquarters
St. Louis, Missouri	Rent	June 23, 2026	Corporate Housing
Jalan Silam, Sabah Malaysia	Rent	December 21, 2027	BioFraction Factory Site

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Legal Proceedings

From time to time, we may be involved in various legal proceedings and claims arising in the ordinary course of business. Management believes that the dispositions of these matters, individually or in the aggregate, are not expected to have a material adverse effect on our financial condition. However, depending on the amount and timing of such disposition, an unfavorable resolution of some or all of these matters could materially affect the future results of operations or cash flows in a particular year. We are not involved in any material legal proceedings, nor are we aware of any legal proceedings threatened or in which any director or officer or any of their affiliates is a party adverse to our Company or has a material interest adverse to us.

Corporate History and Structure

Verde Resources, Inc. was incorporated on April 22, 2010, in the State of Nevada. We currently have four wholly owned subsidiaries, one majority-owned subsidiary, and two wholly owned indirect subsidiaries, with Verde Renewables, Inc. acting as our primary operating company.

The following diagram illustrates our current corporate structure:

The following paragraphs discuss our reclassifications, mergers, consolidations, and non-ordinary course purchases and sales of significant assets throughout our corporate history.

Acquisition of Verde Resources Asia Pacific Limited

On October 25, 2013, we entered into an Assignment Agreement for the Assignment of Management Right in Merapoh Gold Mines in Malaysia (the “Assignment Agreement”) with Federal Mining Resources Limited (“FMR”), a company incorporated under the laws of the British Virgin Islands. FMR owned 85% equity interest in Champmark Sdn Bhd, a private limited liability company incorporated in Malaysia. CSB the Mining Contractor of the Mining Lease for Site IV-1 at the Merapoh Gold Mine (the “Mining Lease”) under the Contract for Work with MMC Corporation Berhad, the Permit Holder of the Mining Lease.

Under the terms of the Assignment Agreement, FMR had assigned its management rights of CSB’s mining operation in the Mining Lease to us, through FMR’s wholly-owned subsidiary Verde Resources Asia Pacific Limited in exchange for 80,000,000 shares of our common stock, which constituted 95.26% of our issued and outstanding capital stock as of and immediately after the consummation of the acquisition. VRAP was formed on February 7, 2013, by FMR to monitor the CSB operation. The acquisition of 100% of the issued and outstanding capital stock of VRAP was agreed upon on October 18, 2013, and completed on October 25, 2013. Pursuant to the Assignment Agreement, and a Supplementary Agreement dated February 17, 2014, on further clarifications to the Assignment Agreement signed by us with FMR, FMR’s 100% interest in VRAP was transferred to us at a consideration of one dollar ($1.00).

On April 1, 2014, the Board of Directors of VRAP notified FMR of the decision to exercise its option to purchase an 85% equity interest of CSB pursuant to Section 3.2.4 of the Management Agreement dated July 1, 2013, between VRAP and FMR. This acquisition was completed on April 1, 2014, with consideration of $1, and VRAP then became an 85% shareholder of CSB.

With the above transactions, VRAP became a wholly-owned subsidiary of our company and CSB, its 85% deemed indirect subsidiary.

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Acquisition of BioFraction Facility and Catalytic BioFraction Process

On May 10, 2021, we announced the Sale and Purchase Agreement (the “S&P Agreement”) to acquire the assets of a biofraction plant and the “right to use” intellectual property license for the Catalytic BioFraction Process in Sabah, Malaysia from Borneo Energy Sdn Bhd, in exchange for the issuance of 166,666,667 shares of our common stock at a price of $0.03 per share, for an aggregate value of $5,000,000. 135,666,667 shares and 31,000,000 shares were issued to Borneo Energy Sdn Bhd on May 10, 2021, and July 1, 2021, respectively. The acquisition from Borneo Energy Sdn Bhd the assets of its biofraction plant and the right to use its intellectual property license in Sabah, Malaysia was completed on February 24, 2023.

We also announced our entry into a Share Sale Agreement on May 12, 2021, for the acquisition of the entire issued and paid-up share capital of Bio Resources Limited from various unrelated third parties, including Taipan International Limited, The Wision Project Limited, and other individuals, in consideration for the issuance of 321,500,000 shares of our common stock at price of $0.03 per share, for an aggregate value of $9,645,000, and the issuance of promissory notes with a two-year term period in an aggregate principal amount of $20,355,000. A total of 321,500,000 shares and the promissory notes were issued on May 12, 2021. The principal amount of the promissory notes was repayable by May 12, 2023, and bore a zero coupon interest. On January 20, 2022, we reached a mutual agreement with the lenders of the promissory notes to enter into a Supplement to Promissory Note with each lender to convert the total principal loan amount of $20,355,000 into shares of our common stock, at a price per share of $0.0611, which represented the previous ninety (90) days’ volume weighted average price (VWAP) as of the market closing of January 19, 2022, with such shares of common stock to be issued at a later date under separate agreement. The acquisition of BRL was consummated on October 12, 2022. The shares issuable upon conversion of the promissory notes were issued on December 9, 2022.

Settlement of Debt Agreement

On June 9, 2021, we entered into a Settlement of Debt Agreement (the “Debt Settlement Agreement”) with certain of our creditors, including Beijing Changxin Wanlin Technology Co., Ltd, Federal Mining Resources Ltd, Federal Capital Investment Limited and Yorkshire Capital Limited (collectively the “Creditors”) to convert a total of $1,945,096 of our accounts payable to the Creditors into equity by issuing 64,836,533 new shares of our common stock at a price per share of $0.03. As set out in the Debt Settlement Agreement, the new issued shares for settlement of the account payable to Beijing Changxin Wanlin Technology Co., Ltd, Federal Mining Resources Ltd and Federal Capital Investment Limited were issued to their nominee Internet.com Ltd on June 9, 2021.

BioFraction Factory Expansion

On June 11, 2021, VRAP entered into a Sale and Purchase of Assets Agreement (the “SPA Agreement”) to purchase a factory site from a Malaysian company, Segama Ventures Sdn Bhd (“Segama Ventures”), in order to expand our BioFraction plant in Borneo, Malaysia. Under the terms of the SPA Agreement, the acquisition would be satisfied by payment to Segama Ventures of an aggregate total of $1,600,000 in cash, which would be paid in two instalments of $800,000 each, with one payment due upon signing the SPA Agreement, and the second payment due within three (3) months from the date of the SPA Agreement. A deposit of $800,000 was paid to Segama Ventures on June 10, 2021. On March 2, 2022, however, VRAP entered into a Cancellation of Sale and Purchase of Assets Agreement (“Cancellation Agreement”) for the cancellation of the Sale and Purchase of Assets Agreement to purchase the factory site from Segama Ventures that was signed on June 11, 2021.

Simultaneously, on March 2, 2022, through VRAP, we entered into a Commercial Lease Agreement and Option to Purchase (“Lease Agreement”) for renting the factory site from Segama Ventures for a lease term of seven (7) years (“Lease Term”) at a monthly rental of MYR 36,000 ($8,571). The rental for the entire Lease Term amounts to the sum of MYR 3,024,000 ($720,000) (the “Lease Payment”) which was required to be paid in advance upon commencement of the Lease Agreement together with a payment of security deposit for the sum of MYR 336,000 ($80,000) (the “Security Payment”). We utilized the refundable advance of $800,000 from the Cancellation Agreement above to fund the security deposit and payment of the Lease Payment. The Lease Agreement also provided VRAP with an exclusive right and option to purchase the factory site together with all its right title and interest for a consideration of MYR 8,000,000 ($1,904,762) (the “Purchase Price”) or other value as determined by a valuation report on the factory site by a Malaysian registered property valuer at any time during the period of two years from the date of the Lease Agreement. The Lease Payment and Security Payment would be applied toward the Purchase Price upon VRAP exercising the option to purchase. The option to purchase was not exercised and lapsed on March 1, 2024.

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CSB Acquisition

On June 18, 2021, VRAP entered into a Shares Sale Agreement with Lamax Gold Limited (“LGL”), a company incorporated under the laws of the British Virgin Islands, in relation to acquisition of the remaining 15% of the issued and paid-up share capital of CSB. Prior to this acquisition, VRAP owned 85% equity in CSB. Under the terms of the Shares Sale Agreement, the consideration for the acquisition shall be satisfied in full by the payment of MYR 150,000 (approximately $36,130) upon the execution of the Shares Sale Agreement. A deposit of MYR 150,000 (approximately $36,130) was paid to LGL on June 21, 2021. With the completion of the acquisition on October 20,2021, CSB became a wholly owned subsidiary of VRAP, and indirectly, of our company.

Verde Life, Inc. Incorporation

On July 7, 2021, through our wholly-owned subsidiary VRAP, we entered into a Product Supply Agreement (the “Product Supply Agreement”) with MRX Xtractors, LLC (“MRX”), an Oregon limited liability company. MRX is a market leader in commercial extraction systems for cannabis and hemp. The Product Supply Agreement is a partnership between VRAP and MRX to establish a purchase and supply arrangement that allows VRAP to distribute white-label THC-free CBD products from MRX. To facilitate the distribution of these CBD products, on November 15, 2021, we formed a wholly owned subsidiary, Verde Life, Inc., under the laws of the State of Oregon. We terminated our business in the distribution of CBD products upon the expiry of the Product Supply Agreement on July 6, 2024.

Establishment of Missouri Entities

On August 10, 2021, we formed a wholly-owned subsidiary, Verde Renewables, Inc., for the purpose of conducting business in Missouri (using straw bed and wood waste to create biochar and related products). Another entity, Verde Estates, LLC, was also formed on August 10, 2021, to own property in Missouri. Verde Estates, LLC is a wholly owned subsidiary of Verde Renewables, Inc.

Establishment of Verde Malaysia

On January 17, 2022, we formed a wholly owned subsidiary, Verde Resources (Malaysia) Sdn Bhd, a company incorporated under the laws of Malaysia, for the purpose of conducting consultation services and distribution of renewable agricultural commodities.

On March 23, 2022, through Verde Malaysia, we entered into a Sale of Shares Agreement (“SSA”) with The Wision Project Sdn Bhd, a company incorporated under the laws of Malaysia, to acquire the one hundred percent (100%) of the issued and paid up ordinary shares in Wision. This transaction closed in May 2022.

Chesterfield Property Acquisition

On April 29, 2022, VRI closed on the purchase of residential property located in Chesterfield, Missouri (the “Chesterfield Property”). The purchase price for the Chesterfield Property was $750,000.00, paid at closing with cash on hand. The Chesterfield Property was subsequently sold to our Chief Executive Officer, Jack Wong, on December 10, 2024, at a purchase price of $857,500.

Conversion of Promissory Notes

On December 7, 2022, we entered into a Supplementary Agreement with the seventeen holders, including our President and CEO, Jack Wong, of the Promissory Notes discussed above related to the acquisition of BRL, to convert the total principal loan amount of $20,355,000 into shares of our common stock at an agreed conversion price of $0.0611 per share on or before December 9, 2022. On December 9, 2022, the conversion of promissory notes was completed with the issuance of 333,142,389 shares of our common stock, at a price of $0.0611 per share, to the seventeen holders, including Jack Wong.

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Sale of CSB

On March 13, 2023, through VRAP, we entered into a Share Sale Agreement (the “SSA Agreement”) with Jusra Mining Merapoh Sdn Bhd (“JMM”), a company incorporated under the laws of Malaysia, to sell the entire issued and paid-up share capital of CSB, our indirect wholly-owned subsidiary engaged in the mining business. Under the terms of the SSA Agreement, the consideration for the sale of CSB shall be satisfied in full by the payment of Malaysia Ringgit MYR 500,000. The sale of CSB is part of our larger restructuring exercise and shift in our corporate focus. The transaction closed on April 20, 2023.

Also on March 13, 2023, we entered into a Settlement of Debts Agreement (the “SDA Agreement”) with CSB and a two year term period promissory note with CSB’s creditor, a related party, Borneo Oil Corporation Sdn Bhd (the “Creditor”), to settle in full a total of USD 675,888 of CSB’s account payable to the Creditor either in cash or by the issuance of new restricted shares of our common stock at a price of $0.07 per share. On August 16, 2024, we entered into a Supplementary Agreement to the SDA Agreement and Promissory Note with the Creditor to convert the total accounts payable of USD 675,888 into 9,655,542 shares of our common stock. A total of 9,655,542 shares of our common stock was issued on August 16, 2024, to Borneo Oil Berhad, the appointed nominee of the Creditor, to settle in full the total accounts payable to the Creditor.

VATA Acquisition

On March 23, 2023, through Verde Malaysia, we entered into a Shares Sale Agreement (the “VATA SSA Agreement”) with Murugesu A/L M. Narasimha and Deivamalar A/P Kandiah (“Vendors”), the legal and beneficial owners of Vata VM Synergy (M) Sdn. Bhd. (“VATA”), a company incorporated under the laws of Malaysia, to acquire 60% of the issued and paid-up share capital of VATA, a company engaged in the business of providing green technology to public and private sectors and in creating high quality compost using agricultural waste and biomass products in Malaysia, in exchange for MYR 2,250,000 (approximately US$530,000 as of the date of this Annual Report). The MYR 2,250,000 purchase price was to be paid in installments, which include a first payment of MYR 100,000 upon the execution of the VATA SSA Agreement, a second payment of MYR 150,000 within thirty (30) days from the date of fulfillment or waiver of all the conditions set out in the SSA Agreement, and the issuance of shares of our common stock for the balance consideration of MYR 2,000,000 at a price per share of not more than ten percent (10%) discount from the immediate preceding five trading days VWAP from the issuance date pursuant to the terms of the SSA Agreement. The first payment of MYR100,000 was made, however, the SSA Agreement has since been terminated and the deposit amount has been fully impaired on the basis of non-disclosure of material information by the Vendors.

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MANAGEMENT

Directors and Executive Officers

~~Each~~The offollowing ~~our~~tables ~~directors is~~set ~~elected~~forth by the ~~stockholders~~respective topositions aand ~~term~~ages of ~~one~~our ~~year~~directors and ~~serves~~executive ~~until his or her successor is elected and qualified. Each of our~~ officers isas ~~appointed by the Board~~ of ~~Directors (~~the ~~“Board”)~~date ~~to a term~~ of ~~one~~this ~~year and serves until his or her successor is duly elected and qualified, or until he or she is removed from office~~prospectus. ~~The Board has no nominating, audit or compensation committees.~~

The name, address, age and position of our officer and directors are set forth below:

Name	Position Held with the Company	Age		Date First Elected or Appointed

Jack Wong	Chief Executive Officer and Chairman		42	October 1, 2022
Sherina Chui	Chief Financial Officer		49	May 1, 2025
Eric Bava	Chief Operating Officer and Director		45	October 1, 2023
Jeremy P. Concannon	Chief Growth Officer		48	August 1, 2024
Karl Strahl	Director		33	May 1, 2025
Raymond Lee "Buzz" Powell	Independent Director		60	July 3, 2025
[●]	Independent Director #2		[●]	[●]
[●]	Independent Director #3		[●]	[●]
[●]	Independent Director #4		[●]	[●]

Name and Address	Age	Position(s)
Stephen Spalding	63	President, Chief Executive Officer (CEO),
905 Ventura Way		Chief Financial Officer (CFO), Treasurer, Secretary,
Mill Valley, CA, 94941		and Director
Michael Stiege	61	Director
905 Ventura Way
Mill Valley, CA, 94941
Steve Karolyi		Director
905 Ventura Way
Mill Valley, CA 94941

Jack Wong, age 42, has served as our Chief Executive Officer and director since October 1, 2022. Prior to joining our company, Mr. Wong was Chief Executive Officer of The Wision Project Sdn Bhd, a subsidiary of our company, since December 2020. Under his leadership, the division played an instrumental role in our strategic transition into the carbon sector. From 2008 to his joining The Wision Project Sdn Bhd in 2020, Mr. Wong was engaged in leadership roles for several businesses, including in the hospitality sector in Southeast Asia. Mr. Wong received his bachelor’s degree in business administration from Wichita State University in 2007. He also received a certificate in Life Cycle Assessment: Quantifying Environmental Impacts from the Massachusetts Institute of Technology in 2022.

~~Stephen~~Sherina ~~Spalding~~Chui, ~~has held~~age ~~the~~49, ~~positions~~brings over two decades of ~~President,~~financial ~~CEO,~~leadership ~~CFO,~~experience ~~Secretary~~spanning construction, ~~Treasurer~~industrial investments, and ~~Director since~~fast-moving ~~April~~consumer ~~22,~~goods ~~2010~~(FMCG). ~~and~~Ms. ~~Michael~~Chui ~~Stiege~~ has ~~held~~served ~~the~~as ~~position~~our ofChief ~~director~~Financial Officer since ~~June~~ 25May 2025. From March 2018 to March 2025, ~~2010~~she served as a senior financial executive at Singbuild Construction Co., ~~Steve~~Ltd, ~~Karolyi~~a ~~has~~multinational ~~held~~company, ~~the~~where ~~position~~she ofled ~~Director~~key ~~since~~initiatives ~~October~~in 29corporate restructuring, ~~2010~~ internal controls, and financial risk management. ~~The~~ ~~persons~~During ~~named~~her ~~above~~tenure, ~~are~~she ~~expected~~was toinstrumental ~~hold~~in ~~their~~driving ~~offices/positions until~~financial ~~the~~stability, ~~next~~regulatory ~~annual~~compliance, ~~meeting~~and ofoperational ~~our~~improvements ~~stockholders~~across multiple business units. ~~The~~ ~~officer~~Sherina has deep expertise in both International Financial Reporting Standards (IFRS) and ~~directors~~ ~~set~~U.S. ~~forth~~GAAP, ~~herein~~which ~~are~~will be critical as we scale our ~~only~~Net ~~officers,~~Zero ~~directors~~Blueprint, ~~promoters~~expands U.S. operations, and ~~control~~ ~~persons~~licenses its technologies globally. Her strategic financial acumen and operational discipline will help reinforce our financial framework, asensure ~~that~~SEC ~~term~~compliance, isand ~~defined~~support long-term growth in ~~the~~an ~~rules~~increasingly complex regulatory and ~~regulations promulgated~~market ~~under~~environment. ~~the~~Ms. ~~Securities~~Chui ~~and~~received ~~Exchange~~her ~~Act~~bachelor’s ofdegree ~~1933~~in accounting from RMIT University in 1998.

~~Biographical Information~~Eric Bava, age 45, is a highly accomplished business leader with a proven track record across multiple industries. Mr. Bava has served as our Chief Operating Officer and director since October 2023. Prior to that, Mr. Bava served as Co-Founder and Chief Operating Officer of Plantwise from July 2020 to September 2023, where he applied his deep expertise in manufacturing and distribution to streamline operations and elevate customer service standards, preserving the integrity and reputation of the Plantwise product line. Prior to founding Plantwise, from 2010 to 2020 Mr. Bava held executive positions related to operations for several businesses, including in the alcohol and cannabis industries. Mr. Bava received his bachelor’s degree in business management from Ball State University in 2002.

~~Stephen Spalding~~67 Table of Contents

~~Stephen~~ Jeremy P. Concannon, age 48, has ~~over~~served 30as ~~years~~our Chief Growth Officer since August 2024. From 2012 to 2021, Jeremy served as President of ~~extensive~~Innovative ~~experience~~Packaging inCo., ~~executive~~where ~~management~~he led a high-performing sales organization, ~~corporate governance~~recruited and onboarded top-tier talent, ~~risk~~and ~~management~~implemented data-driven sales strategies that consistently delivered year-over-year growth and profitability. Following the acquisition, ~~control~~Jeremy ~~design~~took on the role of Executive Vice President of Sales & Marketing at 360 Pack from 2021 to 2024. There, he continued to demonstrate his expertise in scaling cohesive, results-driven teams and ~~development~~positioning businesses for sustained success. He His leadership has ~~supported~~ ~~early~~consistently ~~stage~~helped companies ~~throughout~~establish themselves as industry leaders through strategic growth and operational excellence. Mr. Concannon received his ~~career,~~bachelor’s degree in ~~various~~business ~~roles~~management ~~as follows:~~from Loyola Marymount University in 2001.

·Karl Strahl, age 33, has served on our Board since May 1, 2025, and is a respected executive in the biochar and carbon removal industry. He began his career at Tesla Solar in Albany, New York in 2016, where he developed a high-conversion passive sales strategy and earned multiple top sales awards. Since joining Oregon Biochar Solutions in 2018, Mr. Strahl has played a leading role in advancing the commercialization of biochar-based carbon credits in the United States. As Vice President of Sales & Marketing, he helped expand the company’s market reach across agriculture, environmental remediation, and sustainable building materials from 2018 to 2023. In 2023, he was promoted to Chief Operating Officer of Oregon Biochar Solutions, where he continues to drive strategic growth and innovation. Most recently, Mr. Strahl was instrumental in launching the world’s first insured biochar carbon removal credits in partnership with Oka, The Carbon Insurance Company, establishing a new benchmark for transparency and buyer assurance in the voluntary carbon market. Mr. Strahl also serves as a Board Member, Treasurer, and Standards Committee Member of the U.S. Biochar Coalition, a Washington, D.C.-based registered lobbying entity focused on policy advocacy, industry standards, and the promotion of pragmatic, biochar-based climate solutions nationwide. He received his bachelor’s degree in in Environmental Science from St. Lawrence University in 2016.

~~Currently~~ Dr. Raymond Lee “Buzz” Powell, age 60, has been a consultant to us regarding our national implementation since April 2024 and has been serving as ~~CFO~~a director since July 2025. He has worked in asphalt technology, construction, and research for more than 35 years. Since November 2023, Mr. Powell has been the Technical Director of ~~Promia~~the Asphalt Pavement Alliance where he is responsible for guiding research, atechnical ~~private~~initiatives, ~~software~~and ~~engineering~~industry ~~company~~collaboration. Mr. Powell has also held various positions at the National Center for Asphalt Technology (NCAT) at Auburn University, of which ~~supports~~ he has been a member since 1999, including Research Engineer, Assistant Director and Test Track Manager. Earlier in his career, Dr. Powell held various engineering roles at the USAlabama ~~Navy~~Department of Transportation and worked as Principal Engineer at REGIS Engineering Solutions, ~~with~~Inc. ~~infrastructure~~Mr. ~~protection~~Powell ~~products~~received a bachelor’s degree (1990), a master’s degree (1996) and a PhD (2006) in civil engineering from Auburn University. We believe that Dr. Powell is well qualified to serve as a member of our board of directors because of his extensive experience in asphalt pavement research, innovation, and industry collaboration.

·[Independent Director No. 2]

~~As a~~[Independent ~~principal~~Director ~~in Get2volume has been selected by the Singapore Government to support the growth of early stage companies in Singapore~~No. ~~Under~~ this agreement, Get2volume partners/principals will select the investments, develop the legal and accounting environments for early stage companies, which Singapore will support with the first stage of funding. 3]

·[Independent Director No. 4]

~~He has~~Director ~~partnered~~Independence ~~diligence~~and ~~reviews~~Committees ~~for~~of ~~financial,~~the ~~technology,~~Board ~~and~~of ~~food production companies for investors.~~Directors

He has partnered pre-IPO projects in support of their IPO.

Served as CEO of Vigilant Privacy Corporation, where he led the company’s product transformation from a desktop offering to an enterprise solution.

Served on the Board of Directors of Telanetix, Inc., an early stage high definition video conferencing company, and Rocket Information Systems Inc., an early stage search engine company.

He has helped several companies with compliance (SOX 404 and 302) projects.

Stephen has served as a professional service consulting partner in the following firms:

Recently Stephen was the Practice Leader of the Greater Bay Area Business Advisory Services (BAS) with Grant Thornton, which covers services related to Sarbanes-Oxley, internal audit, enterprise risk management, technology risk management, and regulatory compliance.

He also served as Regional Practice Partner with Deloitte and Touche’s Controls Technology Development & Implementation and Enterprise Risk Services Practices for six years. As such, he had responsibility for the firm’s west coast technology practice and some of the firm’s largest west coast clients (Microsoft, Boeing, Safeway etc).

Stephen also served as founding partner with KPMG’s Information Risk Management Practices and served as a partner in their Strategic Services & Enabling Technology practice for thirteen years.

Michael Stiege

Michael Stiege has been a Director of the Company since June 25, 2010. Mr. Stiege has also been Managing Director, principal officer, and member of Manitoulin Holdings, LLC (CA), since February 2002. Manitoulin engages in investment in non-financial assets, consulting, and international trade. Mr. Stiege is also an active property investor in Germany.

During the period of 1992 through 1995, Mr. Stiege was a founder of, and also served as an executive and board member on behalf of the Alberta Wheat Pool (AWP), in RADSS. RADSS was a jointly owned startup venture between AWP and Alberta Research Council. RADSS engages in optimizing extremely complex resource allocation and freight logistics problems using proprietary mathematical tools. RADSS was ultimately acquired by Intellitrans division of Roper Industries (NYSE).

Mr. Stiege has an MBA from the Rottman Management School, University of Toronto. He also graduated as an Engineer (BaSc) from the University of Toronto, and received accreditation from the Ontario Association of Professional Engineers.

For several years, Mr. Stiege led the capital investment, profit planning, and operations SWAT troubleshooting functions for 13 profit centers across 142 countries for Cooper Industries of Houston, culminating in creation of Empressa Andina de Herramientas , a joint-venture tool manufacturer in Cali, Columbia.

Mr. Stiege served as Senior Information Services Officer (CIO) for Alberta Wheat Pool companies from 1991 to 1996 with total staff and line responsibility for information technology and communications. Since 1996 he has been a management consultant, practice leader, and provider of professional services with KPMG and Sun Microsystems. He assisted clients with challenges concerning governance and organization, return on technology investment, strategic and market planning, systems development, and technology portfolio management. Sample representative clients include, Korea Telecom (Seoul), Deutsche Bank (Frankfurt), Netscape, Yahoo, PG&E, Delta Dental, Stanford Medical Center/UCSF, Siemens, and Nokia,

Recently, he initiated and led the business and technical development of Sun's first hosted ASP business for content distribution to mobile devices. This was a complete ecosystem, consisting of hardware, software, services, 3rd party partners, content developers, and network operators. The ecosystem included business models, revenue share, and support agreements. It was successfully deployed to wireless carriers and branded as Nokia OSM. Mr. Stiege has completed numerous similar Greenfield technology-based business introductions for Sybase (mFolio, RFIDAnywhere, SUP), Praxair (Cyberlogic), as well as several others.

After this Offering is completed, Mr. Stiege will devote 10% of his time, or approximately 4 hours per week, to Verde Resources, Inc. The remainder of his time will be spent on Manitoulin Holdings and other business and consulting interests.

Steve Karolyi

Mr. Karolyi was appointed to the Board of Directors on October 29, 2010. Since 1994, Mr. Karolyi has been the co-owner of Gold Explorations, LLC, in Minden, Nevada. Gold Explorations, LLC currently owns 14 mining prospects in Oregon, California, Nevada and Arizona, four of which are currently leased out. He is also the sole owner of Minefinder Gold, in Phoenix, Arizona which focuses on mineral exploration in that area. Mr. Karolyi brings over 30 years of mining experience to the Company. He has done survey work in soil, rock and stream sediment, drill and road pad construction, and reclamation.

After this Offering is completed, Mr. Karolyi will devote 10% of his time, or approximately 4 hours per week, to Verde Resources, Inc. The remainder of his time will be spent on Gold Explorations, LLC and other business and consulting interests.

Involvement in Certain Legal Proceedings

To our knowledge, during the past ten years, no present or former director or executive officer of our company: (1) filed a petition under the federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or similar officer appointed by a court for the business or present of such a person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer within two years before the time of such filing; (2) was convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting the following activities: (i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliated person, director of any investment company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) engaging in any type of business practice; (iii) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodity laws; (4) was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described above under this Item, or to be associated with persons engaged in any such activity; (5) was found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission to have violated any federal or state securities law and the judgment was not subsequently reversed, suspended or vacated; (6) was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated.

Executive Compensation

During the period from inception (April 22, 2010) to the period ended September 30, 2010, no compensation has been accrued by or paid to:

(i)

any individual serving as Verde’s principal executive officer or acting in a similar capacity during the period (“PEO”), regardless of compensation level;

(ii)

Verde’s two most highly compensated executive officers other than the PEO who (A) served as executive officers at the end of the period and (B) received annual compensation during the last completed fiscal year in excess of $100,000; and

(iii)

up to two additional individuals for whom disclosure would have been provided pursuant to subsection (ii) of this Prospectus at the end of the period.

Currently, none of our officers and/or directors is being compensated for their services during the exploration stage of our business operations.

We have not paid any salaries in 2010, and we do not anticipate paying any salaries at any time in the next twelve months. We will not begin paying salaries until we have adequate funds to do so.

The officer and directors are reimbursed for any out-of-pocket expenses they incur on our behalf. In addition, in the future, we may approve payment of salaries for our officer and directors, but currently, no such plans have been approved. We also do not currently have any benefits, such as health insurance, life insurance or any other benefits available to our employees.

We have not issued any stock options or maintained any stock option or other incentive plans since our inception. We have no plans in place and have never maintained any plans that provide for the payment of retirement benefits or benefits that will be paid primarily following retirement including, but not limited to, tax qualified deferred benefit plans, supplemental executive retirement plans, tax-qualified deferred contribution plans and nonqualified deferred contribution plans. Similarly, we have no contracts, agreements, plans or arrangements, whether written or unwritten, that provide for payments to the named executive officers or any other persons following, or in connection with the resignation, retirement or other termination of a named executive officer, or a change in control of us or a change in a named executive officer’s responsibilities following a change in control.

As of the date hereof, we have not entered into employment contracts with our officer or directors and do not intend to enter into any employment contracts until such time as it is profitable to do so.

Compensation of Directors

None of our directors receive any compensation for serving as such, for serving on committees of the Board of Directors or for special assignments. During the period ended September 30, 2010, there were no other arrangements between us and our directors that resulted in our making payments to any of our directors for any services provided to us by them as directors.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth, as of the date of this Prospectus, the total number of shares owned beneficially by each of our directors, officers and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The stockholders listed below have direct ownership of their shares and possess sole voting and dispositive power with respect to the shares.

Title of Class	Name of Beneficial Owner	Amount and Nature of Beneficial Ownership(2)	Percent of Class(3)
Common	Stephen Spalding(1) 905 Ventura Way Mill Valley, CA 94941	2,000,000	80%
Common	Michael Steige(1) 905 Ventura Way Mill Valley, CA 94941	500,000	20%
Common	Steve Karolyi905 Ventura WayMill Valley, CA 94941	0	0%
Common	Directors and Officers as a Group (3 individuals)	2,500,000	100%

(1)

The persons named above may be deemed to be a "parent" and "promoter" of the Company, within the meaning of such terms under the Securities Act of 1933, as amended, by virtue of their direct holdings in the Company.

(2)

Each shareholder owns his or her shares directly.

(3)

Based on 2,500,000 shares issued and outstanding as of September 30, 2010.

Certain Relationships and Related Transactions and Director Independence

Mr. Karolyi is the manager of Gold Explorations, LLC. Gold Explorations, LLC has obtained the rights to mine the claims located on the property and has agreed to act as subcontractor for the Company to perform the work and exploration programs as recommended by Mr. Karolyi. Gold Explorations, LLC also entered into an option agreement with the Company, as described elsewhere in this Prospectus, wherein the Company has the opportunity to purchase the claims.

Security Ownership of Certain Beneficial Owners and Management

On May 4, 2010 and June 25, 2010, 500,000 and 2,000,000 shares, respectively, of Verde’s common stock was issued for cash to Stephen Spalding, an officer and director of the Company, at the price of $0.01 (a total of $20,000). On June 25, 2010, 500,000 shares of Verde’s common stock were issued for cash to Michael Stiege, a director of the Company, at the price of $0.01 per share (a total of $5,000).

Messrs. Spalding and Stiege are founders and therefore may be considered promoters, as that term is defined in Rule 405 of Regulation C.

Director Independence

~~Our~~Of ~~Board~~our ~~of Directors~~prospective ~~has~~directors, we have determined that itDr. ~~does~~Raymond ~~not~~Lee ~~have~~Powell, a[●], ~~member~~[●] ~~that~~and is[●] are “independent” as directors under the ~~term~~Nasdaq listing standards, while Jack Wong, Eric Bava, and Karl Strahl, our current directors, are not independent under such standards. We have also determined that each of the three prospective members of the Audit Committee is ~~used~~“independent” infor ~~Item~~purposes 7of Section 10A(dm) (3) ~~(iv)~~ of ~~Schedule~~the ~~14A~~Exchange Act and the rules promulgated thereunder and under the ~~Securities Exchange~~Nasdaq ~~Act~~listing ofstandards. ~~1934~~Further, asthe ~~amended~~Board has determined that each of the three prospective members of both the Compensation Committee and the Nominating and Corporate Governance Committee is “independent” under the Nasdaq listing standards.

~~MATERIAL~~68 ~~CHANGES~~Table of Contents

Board Committees

Upon the effectiveness of the registration statement of which this prospectus forms a part, we will have three standing committees of the Board: the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. Each of the board committees will act pursuant to a separate written charter adopted by our board of directors, each of which will be available on our website at www.verderesources.com upon the conclusion of this offering. Our board of directors may at any time or from time to time appoint certain other committees in its sole discretion as it deems necessary or appropriate to carry out its functions.

Audit Committee

The Audit Committee will consist of [●] (Chairman), [●], and [●]. The Board has determined that all of the prospective members of the Audit Committee are “independent,” as defined by the Nasdaq listing standards and by applicable SEC rules. In addition, the Board has determined that [●] is an audit committee financial expert, as that term is defined by the SEC rules, by virtue of having the following attributes through relevant experience: (i) an understanding of generally accepted accounting principles and financial statements; (ii) the ability to assess the general application of such principles in connection with the accounting for estimates, accruals, and reserves; (iii) experience preparing, auditing, analyzing, or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by our financial statements, or experience actively supervising one or more persons engaged in such activities; (iv) an understanding of internal controls and procedures for financial reporting; and (v) an understanding of audit committee functions.

The function of the Audit Committee relates to oversight of the auditors, the auditing, accounting, and financial reporting processes, and the review of our financial reports and information. In addition, the functions of the Audit Committee will include, among other things, recommending to the Board the engagement or discharge of independent auditors, discussing with the auditors their review of our quarterly results and the results of their audit, and reviewing our internal accounting controls.

Compensation Committee

The Compensation Committee will consist of [●] (Chairman), [●] and [●]. The Board has determined that all of the prospective members of the Compensation Committee are “independent,” as defined by Nasdaq listing standards. The responsibility of the Compensation Committee is to review and approve the compensation and other terms of employment of our President and Chief Executive Officer and our other executive officers, including all of the executive officers named in the Summary Compensation Table under the heading “Executive Compensation” below (the “named executive officers”). Among its other duties, the Compensation Committee oversees all significant aspects of our compensation plans and benefit programs. The Compensation Committee annually reviews and approves corporate goals and objectives for the President and Chief Executive Officer’s compensation and evaluates the Chief Executive Officer’s performance in light of those goals and objectives. The Compensation Committee also recommends to the Board the compensation and benefits for members of the Board. The Compensation Committee has also been appointed by the Board to administer our 2024 Equity Incentive Plan. The Compensation Committee does not delegate any of its authority to other persons.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee will be comprised of [●] (Chairman), [●] and [●]. The committee members are independent under applicable Nasdaq rules and regulations. The Nominating and Corporate Governance Committee is responsible for, among other things, considering potential board members, making recommendations to the full board as to nominees for election to the board, assessing the effectiveness of the board and implementing our corporate governance guidelines.

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Family Relationships

There are no family relationships among any of the directors or executive officers.

Code of Business Conduct and Ethics and Insider Trading Policy

Our board of directors has adopted a Code of Business Conduct and Ethics (the “Code of Ethics”) and an Insider Trading Policy, each of which are filed as exhibits to the registration statement of which this prospectus forms a part. You can review these documents by accessing our public filings at the SEC’s web site at www.sec.gov. The Code of Ethics will also be available on our website at https://www.verderesources.com. In addition, a copy of the Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.

Risk Oversight

Our Audit Committee will be responsible for overseeing our risk management process. Our Audit Committee will focus on our general risk management policies and strategy, the most significant risks facing us, and oversee the implementation of risk mitigation strategies by management. Our Board is also apprised of particular risk management matters in connection with its general oversight and approval of corporate matters and significant transactions.

Involvement in Certain Legal Proceedings

To our knowledge, none of our current directors or executive officers has, during the past ten years:

	·	been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

	·	had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation, or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

	·	been subject to any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

	·	found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

	·	been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

	·	been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

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EXECUTIVE COMPENSATION

Summary Compensation Table

The following summary compensation table sets forth the aggregate compensation we paid or accrued during the fiscal years ended June 30, 2025 and 2024 to our named executive officers.

SUMMARY COMPENSATION TABLE
Name and Principal Position		Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)

Jack Wong (1)
CEO, and Director		2025		357,075		1,250,000		0		0		0		0		0		1,607,075
President, CEO, and Director		2024		287,650		0		0		0		0		0		0		287,650

Eric Bava (2)
COO, and Director		2025		167,554		0		90,433		0		0		0		0		257,987
COO		2024		90,923		0		135,679		0		0		0		0		226,602

Jeremy P. Concannon (3)
Chief Growth Officer		2025		53,538		0		334,160		0		0		0		0		387,698
	--	2024		0		0		0		0		0		0		0		0

______________

(1)	Mr. Jack Wong was appointed President and Chief Executive Officer on October 1, 2022, and resigned as President on September 12, 2023. He was also appointed as Director on March 30, 2023, and Chairman of the Board of Directors on September 12, 2023. Subsequently, on January 23, 2024, Jack Wong stepped down from his position as Chairman of the Board. By Waiver and Consent of Shareholders, Jack Wong was re-elected as our Director, effective March 30, 2024. Mr. Wong was paid a total salary of $357,075 and $287,650 for the years ended June 30, 2025, and 2024 respectively. A special bonus of $1.25 million was awarded in fiscal year 2025 in recognition of Mr. Jack Wong’s contributions in transforming us into a pioneer in the Net Zero building materials and carbon removal industry. Although we previously agreed to provide Mr. Wong with employee stock options, no stock options were granted to him during fiscal year 2025 or fiscal year 2024. As such, no amounts are reported in the “Option Awards” column for those years. Mr. Wong does not receive compensation for his service as a member of the Board.

(2)	Mr. Eric Bava was appointed our Chief Operating Officer on October 1, 2023. Mr. Bava was appointed as a member of the Board effective December 26, 2024. Mr. Bava was paid a total salary of $167,554 and $90,923 for the years ended June 30, 2025, and 2024 respectively. On August 30, 2024, we issued 670,000 of our restricted shares of common stock to Mr. Bava as part of his compensation pursuant to the Bava Agreement (discussed below) for his first year’s service to us. The fair value of 670,000 shares was $181,235 which calculated based on stock price of $0.2705 per share on August 30, 2024 (date of final board approval and grant date) and is being amortized over the service period from October 1, 2023 to September 30, 2024. During the year ended June 30, 2025, and 2024 we charged $90,433 and $135,679 respectively to selling, general and administrative expenses as salary expenses, respectively. Mr. Bava does not receive compensation for his service as a member of the Board. See the section entitled “Employment Agreements” below for additional details.

(3)	Mr. Jeremy P. Concannon was appointed as our Chief Growth Officer (“CGO”) on August 1, 2024. Mr. Jeremy P. Concannon was paid a total salary of $53,538 and $0 for the years ended June 30, 2025, and 2024 respectively. On August 30, 2024, we issued 1,350,000 of our restricted shares of common stock to Mr. Jeremy P. Concanon, as part of the compensation package in the Concannon Agreement (described below) that we entered into with Mr. Jeremy P. Concanon on July 31, 2024. The fair value of the first 1,350,000 shares was $365,175, calculated based on stock price of $0.2705 per share on August 30, 2024 (date of final board approval and grant date), and is being amortized over the requisite service period. During the year ended June 30, 2025, we charged $334,160 to selling, general and administrative expenses as salary expenses. The second tranche of 1,350,000 shares of our common stock due to be issued to Mr. Concannon on August 31, 2025, under the terms of his services agreement (discussed below), has not been issued as of the date of this Annual Report.

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Employment Agreements

Jack Wong

On September 30, 2022, we entered in an offer letter with Mr. Jack Wong (the “Wong Offer Letter”) to serve as our Chief Executive Officer and President, beginning on October 1, 2022 for a period of five years, subject to further extension by us. We agreed to pay Mr. Wong an annual base salary of $287,650 as well as to provide Mr. Wong with the use of an executive vehicle, the potential for employee stock options, and reimbursement of all expenses incurred by Mr. Wong while performing work for us. The Wong Offer Letter further provides for Mr. Wong to be entitled to personal accident and medical insurance and thirty days of annual leave after one full year of service to us, and subjects Mr. Wong to confidentiality and non-compete covenants. Either we or Mr. Wong may terminate the agreement upon three months' prior written notice or three months' pay in lieu of notice.

Eric Bava

On October 1, 2023, we entered into an Employment Agreement with Mr. Eric Bava (the “Bava Agreement”) to serve as our Chief Operating Officer, beginning on the same date. We agreed to pay Mr. Bava an initial annual base salary of $120,000, payable monthly, and subject to increase in accordance with the following schedule:

Annual Base Salary	Time Period
$120,000 ($10,000 per month)	October 2023—June 2024
$150,000 ($12,500 per month)	July 2024—March 2025
$180,000 ($15,000 per month)	April 2025—March 2026
$210,000 ($17,500 per month)	April 2026—October 2027

Mr. Bava is additionally eligible to receive additional annual compensation in the form of 670,000 shares of our common stock, subject to approval by our Board, as well as fifteen days of annual leave beginning after once a full year of service to us has been completed. The Bava Agreement further provides that Mr. Bava may take up other forms of employment during the term of the Bava Agreement, provided that such other employment is not involved in any commercial interests or businesses that may constitute a conflict of interest with his employment by us. The Bava Agreement shall terminate on September 30, 2027, subject to renewal by Mr. Bava and us. We or Mr. Bava may terminate the Bava Agreement upon sixty days’ prior notice.

On May 1, 2025, we entered into an addendum to the Bava Agreement with Mr. Bava (the “Bava Addendum”), effective as of October 1, 2024. Under the terms of the Bava Addendum, Mr. Bava’s equity compensation was adjusted from the issuance of 670,000 shares of our common stock annually to the issuance of $60,000 worth of shares of our common stock annually, with the number of shares to be determined based upon the fair market value of our common stock on the grant date each year.

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Jeremy P. Concannon

On July 29, 2024, we entered into an Employment Agreement with Mr. Jeremy P. Concannon (the “Concannon Agreement”) to serve as our Chief Growth Officer, beginning on the August 1, 2024. We agreed to pay Mr. Concannon an annual base salary of $60,000, payable monthly, as well as to reimburse Mr. Concannon for any reasonable travel expenses incurred in the course of his service to us, subject to prior written approval. The Concannon Agreement further provides that Mr. Concannon may take up other forms of employment during the term of the Concannon Agreement, provided that such other employment is not involved in any commercial interests or businesses that may constitute a conflict of interest with his employment by us. The Concannon Agreement shall terminate on September 30, 2027, subject to renewal by Mr. Concannon and us. We or Mr. Concannon may terminate the Concannon Agreement upon sixty days’ prior notice. The Concannon Agreement was terminated by mutual agreement between the parties on August 31, 2025.

On July 31, 2024, we entered into a Services Agreement with Mr. Concannon (the “Second Concannon Agreement”) related to his service as our Chief Growth Officer. In exchange for the services provided under the Second Concannon Agreement, we agreed to issue Mr. Concannon three tranches of 1,350,000 shares of our common stock each, with the first tranche issued on August 31, 2024, the second tranche on August 31, 2025, and the final tranche on August 31, 2026. The Second Concannon Agreement further provides that Mr. Concannon is prohibited from engaging in any commercial interests or businesses that may constitute a conflict of interest or be detrimental to our interests, and that Mr. Concannon shall be entitled to reimbursement of reasonable travel expenses. The Second Concannon Agreement shall terminate on September 30, 2027, subject to renewal by Mr. Concannon and us. We or Mr. Concannon may terminate the Second Concannon Agreement upon sixty days’ prior notice. On September 27, 2024, we entered into an addendum to the Second Concannon Agreement with Mr. Concannon to clarify the periods of service for which each tranche of shares would be issued as compensation.

Equity Incentive Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock may be granted at the discretion of the Board of Directors or a committee thereof.

Director Compensation

The following table sets forth the aggregate compensation paid to our non-employee director for the fiscal years ended June 30, 2025 and 2024.

Name and Principal Position

Year

Fees earned or paid in cash

($)

Stock awards

($)

Option

Awards ($)

Non-Equity

Incentive Plan

Compensation

($)

Nonqualified

Deferred

Compensation

Earnings

($)

All Other

Compensation

($)

Total

($)

Karl Strahl(1)

2025

5,534

Director

2024

(1)

Mr. Strahl was appointed as a member of the Board on May 1, 2025. On June 1, 2025, we issued 350,000 of our restricted shares of common stock to Karl Strahl, as part of the compensation package in the Director Appointment Agreement that we entered into with Karl Strahl on May 1, 2025. The fair value of 350,000 shares was $33,110 which was calculated based on stock price of $0.0946 per share on June 1, 2025 (date of final board approval and grant date), and is being amortized over the requisite service period from May 1, 2025 to April 30, 2026. During the year ended June 30, 2025, we charged $5,534 to selling, general and administrative expenses as Director’s fee.

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Director Compensation Agreements

Karl Strahl

Mr. Strahl was appointed as a member of the Board on May 1, 2025. On the day of his appointment, we entered into a formal Agreement with Mr. Strahl for his service as a member of our Board. We agreed to pay Mr. Strahl pro-rated annual compensation of $35,000 payable in shares of our common stock, with such issuance to occur within 60 days of May 1, 2025.

Dr. Raymond Lee Powell

For his services to us as a consultant, we entered into a services agreement with Dr. Powell on April 20, 2024(the “Powell Agreement”), pursuant to which Dr. Powell provides technical guidance on the development, validation, and large-scale implementation of our biochar-integrated asphalt technologies, helping our innovations meet rigorous performance and sustainability standards. Under the Powell Agreement, Dr. Powell receives compensation for the services provided in the form of shares of our common stock, to be issued in three tranches of one million shares each, with the first tranche issued on July 31, 2024, the second tranche on October 31, 2025, and the final tranche on October 31, 2026. The Powell Agreement additionally provides for reimbursement of certain travel expenses and a minimum time commitment of 32 hours per month to fulfill the agreed to services. The Powell Agreement terminates on the earlier of sixty (60) days’ advanced notice by either party and April 30, 2027, and additionally contains customary provisions regarding non-competition and non-disclosure.

Dr. Powell does not receive any compensation for his service to us as an independent director.

Outstanding Equity Awards at Fiscal Year-End

None.

~~INCORPORATION~~Policies OFand ~~CERTAIN~~Practices ~~INFORMATION~~Related BYto ~~REFERENCE~~the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

We currently grant equity awards to our employees at the discretion of the Board. We do not have a written policy regarding the timing of equity awards, but we do not grant equity awards in anticipation of the release of material nonpublic information, nor do we time the release of material nonpublic information based on equity award grant dates.

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SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT

The following table lists information regarding the beneficial ownership of our equity securities as of the date of this prospectus by (1) each person whom we know to beneficially own 5% or more of the outstanding shares of our common stock or 5% or more of the outstanding Preferred Stock, (2) each director, (3) each officer named in the summary compensation table above, and (4) all directors and executive officers as a group. All information with respect to beneficial ownership has been furnished by the respective 5% or more shareholders, directors or executive officers, as the case may be. Unless otherwise indicated, the address of each officer and director is 8112 Maryland Avenue, Suite 400, St. Louis, Missouri, 63105.

Beneficial ownership of shares and percentage ownership are determined in accordance with the SEC’s rules. In calculating the number of shares beneficially owned by an individual or entity and the percentage ownership of that individual or entity, shares underlying options, warrants or restricted stock units held by that individual or entity that are either currently exercisable or exercisable within 60 days from the date hereof are deemed outstanding. These shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of any other individual or entity. Unless otherwise indicated and subject to community property laws where applicable, the individuals and entities named in the table above have sole voting and investment power with respect to all shares of our common stock shown as beneficially owned by them. The percentage of class is based on 1,294,224,767 shares of common stock issued and outstanding as of the date of this prospectus before giving effect to the planned Reverse Stock Split.

	Shares Beneficially Owned
Name and Address of Beneficial Owner (1)	Number		Percentage
Directors and officers
Jack Wong (2)		221,108,334		17.08	%
Sherina Chui		-		-
Eric J. Bava (3)		115,612,717		8.93	%
Jeremy P. Concannon (4)		3,845,011	*
Karl Strahl (5)		350,000	*
Raymond Lee Powell(6)		2,000,000	*
All directors and officers as a group (5 persons named above)		342,916,062		26.50	%
5% or greater shareholders
BW Capital Ventures LLC (7)		330,813,912		25.56	%
Taipan International Limited (8)		100,900,000		7.80	%
Borneo Oil Berhad (9)		168,775,944		13.04	%

* Less than 1%.

_____________

(1)	Applicable percentage ownership is based on 1,294,224,767 shares of common stock outstanding as of the date of this prospectus, before giving effect to the Reverse Stock Split. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Unless otherwise stated, the address of each noted person is 8112 Maryland Avenue, Suite 400, St. Louis, Missouri, 63105.

(2)	Jack Wong, our Chief Executive Officer and director, directly owns 5,237,139 shares of our common stock. Mr. Wong additionally has shared voting and dispositive power over the shares of our common stock owned by BW Capital Ventures LLC, an entity in which he owns a 65.25% equity interest. Mr. Wong disclaims beneficial ownership of the shares of our common stock owned by BW Capital Ventures LLC, other than to the extent he holds a pecuniary interest therein.

(3)	Eric Bava, our Chief Operating Officer and director, directly owns 670,000 shares of our common stock. Mr. Bava additionally has shared voting and dispositive power over the shares of our common stock owned by BW Capital Ventures LLC, an entity in which he owns a 34.75% equity interest. Mr. Bava disclaims beneficial ownership of the shares of our common stock owned by BW Capital Ventures LLC, other than to the extent he holds a pecuniary interest therein.

(4)	Jeremy P. Concannon, our Chief Growth Officer, directly owns 3,845,011 shares of our common stock.

(5)	Karl Strahl, our director, directly owns 350,000 shares of our common stock.

(6)	Dr. Raymond Lee Powell, our director, directly owns 2,000,000 shares of our common stock.

(7)	BW Capital Ventures LLC, an entity owned 65.25% by Mr. Wong and 34.75% by Mr. Bava, directly owns 330,813,912 shares of our common stock.

(8)	Taipan International Limited directly owns 100,900,000 shares of our common stock. Its address is Level 1, Lot 7, Block F, Sauking Commercial Building, Jalan Patau-Patau Labuan F.T. 87000, Malaysia. The control person of Taipan International Limited is Khoo Yong Ai.

(9)	Borneo Oil Berhad directly owns 168,775,944 shares of our common stock. Its address is 1st & 2nd Floor, Victoria Point Jalan Okk Awang Besar W.P. Labuan 87007, Malaysia. The control person of Borneo Oil Berhad is Joseph Lee Yok Min.

Securities Authorized for Issuance Under Equity Compensation Plans

None.

~~DISCLOSURE~~75 OFTable ~~COMMISSION~~of ~~POSITION ON INDEMNIFICATION FOR~~Contents

~~SECURITIES~~CERTAIN ~~ACT~~RELATIONSHIPS ~~LIABILITIES~~AND RELATED PARTY TRANSACTIONS

~~Pursuant to~~Employment the Company’s Articles of Incorporation and Bylaws, we may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. In certain cases, we may advance expenses incurred in defending any such proceeding. To the extent that the officer or director is successful on the merits in any such proceeding as to which such person is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.Agreements

~~Insofar as~~See ~~indemnification~~“Executive ~~for~~Compensation ~~liabilities~~— ~~arising~~Employment under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceableAgreements.”

~~In the~~Company ~~event~~Policies ~~that~~on aRelated ~~claim~~Party for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officers, or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue. Transactions

40In general, our Board reviews and approves transactions with directors, officers and holders of five percent or more of our voting securities and their affiliates, each a related party. The material facts as to the related party’s relationship or interest in the transaction are disclosed to our Board prior to their consideration of such transaction, and the transaction was not considered approved by our Board unless a majority of the directors who are not interested in the transaction approved the transaction. Further, when shareholders are entitled to vote on a transaction with a related party, the material facts of the related party’s relationship or interest in the transaction were disclosed to the shareholders, who must approve the transaction in good faith.

Our Board intends to adopt a related party transactions policy. Pursuant to this policy, our Audit Committee will review all material facts of all related party transactions and either approve or disapprove entry into the Related Party Transaction, subject to certain limited exceptions. In determining whether to approve or disapprove entry into a Related Party Transaction, our Audit Committee shall consider, among other factors, the following: (i) whether the Related Party Transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances and (ii) the extent of the Related Person’s interest in the transaction. Further, the policy will require that all related party transactions required to be disclosed in our filings with the SEC be so disclosed in accordance with applicable laws, rules and regulations.

Related Party Transactions

Except as set forth below, there are no transactions during our two most recent fiscal years ended June 30, 2025, and 2024, or any currently proposed transaction, in which our Company was or to be participant and the amount exceeds the lesser of $120,000 or one percent of the average of our Company’s total assets at year end for our last two completed years, and in which any of our Directors, officers or principal stockholders, or any other related person as defined in Item 404 of Regulation S-K, had or have any direct or indirect material interest.

	For the Years ended
	June 30,
	2025		2024
Related party transactions:
Sale of property:
Mr. Jack Wong ⁽¹⁾	$	857,500	$	-
Settlement of debt by shares
BOC⁽²⁾	$	675,888	$	-

Related party balances:
	June 30,
	2025		2024
Amount due to director
Mr. Jack Wong ⁽¹⁾	$	209,640	$	4,188

Promissory notes issued to related party
BOC ⁽²⁾	$	-	$	591,170

(1) Mr. Jack Wong is our Chief Executive Officer effective October 1, 2022. Further, Jack Wong was re-elected as our Director by Waiver and Consent of Shareholders, effective March 30, 2024. This represents sale of the property located at 1138 Wildhorse Parkway Drive, Chesterfield, Missouri 63005 (“Property”) owned by Verde Renewables Inc (“VRI”), for a current market value of $857,500. A gain on disposal of $161,156 was recognized as a result of this transaction.

(2) Borneo Oil Corporation Sdn. Bhd. (“BOC”) is a wholly owned subsidiary of Borneo Oil Berhad (“BOB”) (holding 13.4% of our issued and outstanding common stock as of June 30, 2025). On March 13, 2023, we and our former indirect wholly-owned subsidiary Champmark Sdn Bhd (“CSB”) entered into a Settlement of Debts Agreement (the “SDA Agreement”) for the settlement in full of CSB’s account payable to a related party, BOC by way of the issuance of a two year term promissory note with the principal amount of $675,888, and bearing 2% coupon interest. This promissory note was repayable by May 12, 2025, either in cash or by the issuance of our restricted common stock at a price of $0.07 per share at the discretion of the holder. A total of 9,655,542 shares of our restricted common stock were issued on August 16, 2024, to BOB, the appointed nominee of the creditor, to settle in full the total of $675,888 of CSB’s account payable to the creditor.

Indemnification Under Articles of Incorporation and Bylaws

Our directors and officers are indemnified as provided by Nevada corporate law and our bylaws. We have agreed to indemnify each of our directors and certain officers against certain liabilities, including liabilities under the Securities Act.

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DESCRIPTION OF SECURITIES

Before giving effect to the planned Reverse Stock Split, the aggregate number of shares that we are authorized to issue is 10,050,000,000, consisting of 10,000,000,000 shares of common stock, par value $0.001 per shares, and 50,000,000 shares of preferred stock, par value $0.001 per share. As of the date of this prospectus, there were 1,294,224,767 shares of common stock outstanding (before giving effect to the planned Reverse Stock Split) and there were no shares of preferred stock outstanding.

The following summary of the capital stock and our articles of incorporation and bylaws does not purport to be complete and is qualified in its entirety by reference to the provisions of applicable law and our articles of incorporation and bylaws:

Listing

Our common stock is quoted on the OTCQB, under the ticker symbol “VRDR.” As of December 18, 2025, the last reported price of our common stock was $0.0489 per share at market close. There is a limited public trading market for our common stock. You are urged to obtain current market quotations for the common stock. We have applied to list our common stock on Nasdaq. We will need to take certain actions to meet the initial listing criteria of Nasdaq, including the Reverse Stock Split, which could adversely effect the price of our common stock and, therefore, the price of this offering. We believe that upon completion of the offering contemplated by this prospectus, we will meet the standards for listing on Nasdaq. No assurance can be given that our application will be approved or that the trading prices of our common stock on the OTCQB will be indicative of the prices of our common stock if our common stock were traded on Nasdaq.

Common Stock

Voting Rights. Holders of shares of common stock are entitled to one vote per share held of record on all matters to be voted upon by the stockholders. Holders of shares of common stock have no cumulative voting rights.

Quorum. Our bylaws provide that the holders of not less than a majority of the outstanding shares of common stock entitled to vote constitutes a quorum. In the absence of a quorum, any meeting of stockholders may be adjourned, from time to time, either by vote of the holders of a majority of the shares represented thereat, but no other business shall be transacted at such meeting. Where a separate vote by a class or classes or series is required, except where otherwise provided by the statute or by the articles of incorporation or the bylaws, as amended, a majority of the outstanding shares of such class or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter and, except where otherwise provided by the statute or by the articles of incorporation or the bylaws, as amended, the affirmative vote of the majority of the votes cast, not including abstentions, by the holders of shares of such class or classes or series shall be the act of such class or classes or series.

Dividend Rights. Holders of shares of common stock are entitled to ratably receive dividends when and if declared by the board of directors out of funds legally available for that purpose, subject to the provisions of our articles of incorporation and bylaws, any statutory or contractual restrictions on the payment of dividends, and any prior rights and preferences that may be applicable to any outstanding preferred stock.

Liquidation Rights. Upon liquidation, dissolution, distribution of assets or other winding up, the holders of common stock are entitled to receive ratably the assets available for distribution to the stockholders after payment of liabilities and the liquidation preference of any of our outstanding shares of preferred stock.

Other Matters. The shares of common stock have no preemptive or preferential right to acquire any of our shares or securities, including shares or securities held in our treasury. All outstanding shares of our common stock are fully paid and non-assessable

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Underwriter’s Warrants

We have agreed to issue to Maxim (or its permitted assignees) warrants to purchase up to a total of [●] shares of common stock (5% of the shares of common stock sold in the offering). The warrants will be exercisable at any time, and from time to time, in whole or in part, during the period commencing 180 days from the effective date of the registration statement of which this prospectus is a part, and expiring five years from the commencement of sales of the offering, which period is in compliance with FINRA Rule 5110(e). The warrants are exercisable at a per share price equal to $[●] per share, or 110% of the public offering price per unit in the offering. See “Underwriting – Underwriter’s Warrants”

Lock-Up Agreements

Pursuant to certain “lock-up” agreements, our executive officers, directors and our existing stockholders prior to this offering holding five percent (5%) or more of our common stock and securities exercisable for or convertible into our common stock outstanding immediately upon the closing of this offering, have agreed, subject to certain exceptions, not to offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of or announce the intention to otherwise dispose of, or enter into any swap, hedge or similar agreement or arrangement that transfers, in whole or in part, the economic risk of ownership of, directly or indirectly, engage in any short selling of any common stock or securities convertible into or exchangeable or exercisable for any common stock, whether currently owned or subsequently acquired, without the prior written consent of Maxim, for a period of six (6) months following the closing of the offering.

In addition, we have agreed, subject to certain exceptions, not to offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of or announce the intention to otherwise dispose of, or enter into any swap, hedge or similar agreement or arrangement that transfers, in whole or in part, the economic risk of ownership of, directly or indirectly, engage in any short selling of any common stock or securities convertible into or exchangeable or exercisable for any common stock, whether currently owned or subsequently acquired, without the prior written consent of the of Maxim, for a period of six (6) months following the closing of the offering.

Nevada Anti-Takeover Provisions

Nevada law, NRS Sections 78.411 through 78.444, regulate business combinations with interested stockholders. Nevada law defines an interested stockholder as a beneficial owner (directly or indirectly) of 10% or more of the voting power of the outstanding shares of the corporation. Pursuant to Sections NRS 78.411 through 78.444, combinations with an interested stockholder remain prohibited for three years after the person became an interested stockholder unless (i) the transaction is approved by the board of directors or the holders of a majority of the outstanding shares not beneficially owned by the interested party, or (ii) the interested stockholder satisfies certain fair value requirements. NRS 78.434 permits a Nevada corporation to opt-out of the statute with appropriate provisions in its articles of incorporation.

NRS Sections 78.378 through 78.3793 regulates the acquisition of a controlling interest in an issuing corporation. An issuing corporation is defined as a Nevada corporation with 200 or more stockholders of record, of which at least 100 stockholders have addresses of record in Nevada and does business in Nevada directly or through an affiliated corporation. NRS Section 78.379 provides that an acquiring person and those acting in association with an acquiring person obtain only such voting rights in the control shares as are conferred by a resolution of the stockholders of the corporation, approved at a special or annual meeting of the stockholders. Stockholders who vote against the voting rights have dissenters’ rights in the event that the stockholders approve voting rights. NRS Section 378 provides that a Nevada corporation’s articles of incorporation or bylaws may provide that these sections do not apply to the corporation. We have not opted out of these sections in our articles of incorporation and bylaws.

Removal of Directors; Vacancies

Under NRS 78.335, one or more of the incumbent directors may be removed from office by the vote of stockholders representing two-thirds or more of the voting power of the issued and outstanding stock entitled to vote. Our bylaws provide that any newly created position on the board of directors that results from an increase in the total number of directors and any vacancies on the board of directors will be filled only by the affirmative vote of a majority of the remaining directors, even if less than a quorum.

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No Cumulative Voting

The NRS does not permit stockholders to cumulate their votes other than in the election of directors, and then only if expressly authorized by the corporation’s articles of incorporation. Our articles of Incorporation do not expressly authorize cumulative voting.

The combination of these provisions will make it more difficult for our existing stockholders to replace our board of directors as well as for another party to obtain control of us by replacing our board of directors. Because our board of directors has the power to retain and discharge our officers, these provisions could also make it more difficult for existing stockholders or another party to effect a change in management. In addition, the authorization of undesignated preferred stock makes it possible for our board of directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to change our control.

These provisions are intended to enhance the likelihood of continued stability in the composition of our board of directors and its policies and to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to reduce our vulnerability to hostile takeovers and to discourage certain tactics that may be used in proxy fights. However, such provisions could have the effect of discouraging others from making tender offers for our shares and may have the effect of delaying changes in our control or management. As a consequence, these provisions may also inhibit fluctuations in the market price of our stock that could result from actual or rumored takeover attempts. We believe that the benefits of these provisions, including increased protection of our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure our company, outweigh the disadvantages of discouraging takeover proposals, because negotiation of takeover proposals could result in an improvement of their terms.

Transfer Agent and Registrar

The transfer agent and registrar of our common stock is Transhare Corporation. The transfer agent and registrar’s address is Bayside Center 1, 17755 US Highway 19 N, Suite 140, Clearwater, Florida 33764.

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SHARES ELIGIBLE FOR FUTURE SALE

Sales of substantial amounts of our common stock in the public market, or the perception that such sales could occur, could adversely affect prevailing market prices of our common stock. Upon completion of this offering, we will have an aggregate of [●] shares of common stock issued and outstanding (before giving effect to the planned Reverse Stock Split), assuming the underwriter does not exercise its over-allotment option. Of these shares, all of the common stock sold in this offering will be freely transferable without restriction or further registration under the Securities Act, except that any shares purchased by one of our “affiliates,” as that term is defined in Rule 144 under the Securities Act, or Rule 144, may be sold only in compliance with the limitations described below. A portion of the remaining shares of common stock held by our existing shareholders are “restricted securities” as defined in Rule 144. Restricted shares may be sold in the public market only if registered under the Securities Act or if they qualify for an exemption from registration, including, among others, the exemptions provided by Rule 144. As a result of the contractual 6-month lock-up period described in “Underwriting” and the provisions of Rules 144, these shares will be available for sale in the public market as follows:

	·	beginning on the date of this prospectus, the shares of common stock sold in this offering will be immediately available for sale in the public market;

	·	beginning six months after the date of this prospectus respectively, [●] additional shares of common stock (before giving effect to the planned Reverse Stock Split) may become eligible for sale in the public market upon the satisfaction of certain conditions as set forth in “Lock-Up Agreements,” all of which shares would be held by our affiliates and subject to the volume and other restrictions of Rule 144, as described below;

	·	the remainder of the shares of common stock will be eligible for sale in the public market from time to time thereafter, subject in some cases to the volume and other restrictions of Rule 144, as described below.

Rule 144

In general, under Rule 144, a person (or persons whose shares are aggregated) who is not an affiliate of ours and has not been one of our affiliates at any time during the three months preceding a sale, and who has beneficially owned the restricted securities proposed to be sold for at least one year, including the holding period of any prior owner other than an affiliate, is entitled to sell his or her securities without registration and without complying with the manner of sale, public information, volume limitation or notice provisions of Rule 144. In addition, under Rule 144, a person (or persons whose securities are aggregated) who is not an affiliate of ours and has not been one of our affiliates at any time during the three months preceding a sale, may sell his or her securities without registration, subject to the continued availability of current public information about us after only a six-month holding period. Any sales by affiliates under Rule 144, even after the applicable holding periods, are subject to requirements and/or limitations with respect to volume, manner of sale, notice and the availability of current public information about us.

Rule 701

In general, under Rule 701 of the Securities Act, any of our shareholders who purchased shares from us in connection with a qualified compensatory stock plan or other written agreement before we became subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, is eligible to resell those shares in reliance on Rule 144. An affiliate of the issuer can resell shares in reliance on Rule 144 without having to comply with the holding period requirements of Rule 144, and a non-affiliate of the issuer can resell shares in reliance on Rule 144 without having to comply with the holding period requirements of Rule 144 and without regard to the volume of such sales or the availability of public information about the issuer.

Lock-up Agreements

All of our directors and executive officers and certain holders of our outstanding common stock will sign lock-up agreements in connection with this offering pursuant to which, subject to certain exceptions, they agreed not to offer, issue, sell, contract to sell, encumber, for the sale of or otherwise dispose of any securities of our company for a period of six months after this offering is completed without the prior written consent of Maxim.

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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS

The following discussion is a summary of the material U.S. federal income tax consequences to Non-U.S. Holders (as defined below) of the purchase, ownership, and disposition of our common stock issued pursuant to this offering, but does not purport to be a complete analysis of all potential tax effects. The effects of other U.S. federal tax laws, such as estate and gift tax laws, and any applicable state, local, or non-U.S. tax laws are not discussed. This discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the Internal Revenue Service (the “IRS”), in each case in effect as of the date hereof. These authorities may change or be subject to differing interpretations. Any such change or differing interpretation may be applied retroactively in a manner that could adversely affect a Non-U.S. Holder. We have not sought and will not seek any rulings from the IRS regarding the matters discussed below. There can be no assurance the IRS or a court will not take a contrary position to that discussed below regarding the tax consequences of the purchase, ownership, and disposition of our common stock.

This discussion is limited to Non-U.S. Holders that hold our common stock as a “capital asset” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all U.S. federal income tax consequences relevant to a Non-U.S. Holder’s particular circumstances, including the impact of the Medicare contribution tax on net investment income and the alternative minimum tax. In addition, it does not address consequences relevant to Non-U.S. Holders subject to special rules, including, without limitation:

	·	U.S. expatriates and former citizens or long-term residents of the United States;
	·	persons holding our common stock as part of a hedge, straddle, or other risk reduction strategy or as part of a conversion transaction or other integrated investment;
	·	banks, insurance companies, and other financial institutions;
	·	brokers, dealers, or traders in securities;
	·	“controlled foreign corporations,” “passive foreign investment companies,” and corporations that accumulate earnings to avoid U.S. federal income tax;
	·	partnerships or other entities or arrangements treated as partnerships for U.S. federal income tax purposes (and investors therein);
	·	tax-exempt organizations or governmental organizations;
	·	persons deemed to sell our common stock under the constructive sale provisions of the Code;
	·	persons who hold or receive our common stock pursuant to the exercise of any employee stock option or otherwise as compensation;
	·	tax-qualified retirement plans; and
	·	“qualified foreign pension funds” as defined in Section 897(l)(2) of the Code and entities all of the interests of which are held by qualified foreign pension funds.

If an entity treated as a partnership for U.S. federal income tax purposes holds our common stock, the tax treatment of a partner in the partnership will depend on the status of the partner, the activities of the partnership, and certain determinations made at the partner level. Accordingly, partnerships holding our common stock and the partners in such partnerships should consult their tax advisors regarding the U.S. federal income tax consequences to them.

THIS DISCUSSION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT TAX ADVICE. INVESTORS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP, AND DISPOSITION OF OUR COMMON STOCK ARISING UNDER THE U.S. FEDERAL ESTATE OR GIFT TAX LAWS OR UNDER THE LAWS OF ANY STATE, LOCAL, OR NON-U.S. TAXING JURISDICTION OR UNDER ANY APPLICABLE INCOME TAX TREATY.

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Definition of a Non-U.S. Holder

For purposes of this discussion, a “Non-U.S. Holder” is any beneficial owner of our common stock that is neither a “U.S. person” nor an entity treated as a partnership for U.S. federal income tax purposes. A U.S. person is any person that, for U.S. federal income tax purposes, is or is treated as any of the following:

	·	an individual who is a citizen or resident of the United States;
	·	a corporation created or organized under the laws of the United States, any state thereof, or the District of Columbia;
	·	·an estate, the income of which is subject to U.S. federal income tax regardless of its source; or
	·	a trust that (1) is subject to the primary supervision of a U.S. court and all substantial decisions of which are subject to the control of one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code), or (2) has a valid election in effect to be treated as a United States person for U.S. federal income tax purposes.

Distributions

As described in “Dividend Policy,” we do not anticipate declaring or paying dividends to holders of our common stock in the foreseeable future. However, if we do make distributions of cash or property on our common stock, such distributions will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Amounts not treated as dividends for U.S. federal income tax purposes will constitute a return of capital and first be applied against and reduce a Non-U.S. Holder’s adjusted tax basis in its common stock, but not below zero. Any excess will be treated as capital gain and will be treated as described under “—Sale or Other Taxable Disposition” below.

Subject to the discussion below regarding effectively connected income, dividends paid to a Non-U.S. Holder will be subject to U.S. federal withholding tax at a rate of 30% of the gross amount of the dividends (or such lower rate specified by an applicable income tax treaty, provided the Non-U.S. Holder furnishes a valid IRS Form W-8BEN or W-8BEN-E (or other applicable documentation) certifying qualification for the lower treaty rate). A Non-U.S. Holder that does not timely furnish the required documentation, but that qualifies for a reduced treaty rate, may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS. Non-U.S. Holders should consult their tax advisors regarding their entitlement to benefits under any applicable tax treaties.

If dividends paid to a Non-U.S. Holder are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the Non-U.S. Holder maintains a permanent establishment in the United States to which such dividends are attributable), the Non-U.S. Holder will be exempt from the U.S. federal withholding tax described above. To claim the exemption, the Non-U.S. Holder must furnish to the applicable withholding agent a valid IRS Form W-8ECI, certifying that the dividends are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States.

Any such effectively connected dividends will be subject to U.S. federal income tax on a net income basis at the regular rates applicable to U.S. persons. A Non-U.S. Holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected dividends, as adjusted for certain items. Non-U.S. Holders should consult their tax advisors regarding any applicable tax treaties that may provide for different rules.

Sale or Other Taxable Disposition

A Non-U.S. Holder will not be subject to U.S. federal income tax on any gain realized upon the sale or other taxable disposition of our common stock unless:

	·	the gain is effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the Non-U.S. Holder maintains a permanent establishment in the United States to which such gain is attributable);
	·	the Non-U.S. Holder is a nonresident alien individual present in the United States for 183 days or more during the taxable year of the disposition and certain other requirements are met; or
	·	our common stock constitutes a U.S. real property interest (“USRPI”) by reason of our status as a U.S. real property holding corporation (“USRPHC”) for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of such sale or other taxable disposition or the Non-U.S. Holder’s holding period for such securities sold or disposed of.

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Gain described in the first bullet point above generally will be subject to U.S. federal income tax on a net income basis at the regular rates applicable to U.S. persons. A Non-U.S. Holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected gain, as adjusted for certain items.

A Non-U.S. Holder described in the second bullet point above will be subject to U.S. federal income tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on gain realized upon the sale or other taxable disposition of our common stock, which may be offset by certain U.S. source capital losses of the Non-U.S. Holder (even though the individual is not considered a resident of the United States), provided the Non-U.S. Holder has timely filed U.S. federal income tax returns with respect to such losses.

With respect to the third bullet point above, we believe we currently are not, and do not anticipate becoming, a USRPHC. Because the determination of whether we are a USRPHC depends, however, on the fair market value of our USRPIs relative to the fair market value of our non-U.S. real property interests and our other business assets, there can be no assurance we currently are not a USRPHC or will not become one in the future. Even if we are or were to become a USRPHC, gain arising from the sale or other taxable disposition of our common stock by a Non-U.S. Holder will not be subject to U.S. federal income tax if our common stock is “regularly traded,” as defined by applicable Treasury Regulations, on an established securities market and such Non-U.S. Holder owned, actually and constructively, 5% or less of our common stock throughout the shorter of the five-year period ending on the date of the sale or other taxable disposition or the Non-U.S. Holder’s holding period.

Non-U.S. Holders should consult their tax advisors regarding any applicable tax treaties that may provide for different rules.

Information Reporting and Backup Withholding

Payments of dividends on our common stock will not be subject to backup withholding, provided the Non-U.S. Holder certifies its non-U.S. status, such as by furnishing a valid IRS Form W-8BEN, W-8BEN-E, or W-8ECI, or otherwise establishes an exemption. However, information returns are required to be filed with the IRS in connection with any distributions on our common stock paid to the Non-U.S. Holder, regardless of whether such distributions constitute dividends or whether any tax was actually withheld. In addition, proceeds of the sale or other taxable disposition of our common stock within the United States or conducted through certain U.S.-related brokers generally will not be subject to backup withholding or information reporting if the applicable withholding agent receives the certification described above or the Non-U.S. Holder otherwise establishes an exemption. Proceeds of a disposition of our common stock conducted through a non-U.S. office of a non-U.S. broker that does not have certain enumerated relationships with the United States generally will not be subject to backup withholding or information reporting.

Copies of information returns that are filed with the IRS may also be made available under the provisions of an applicable treaty or agreement to the tax authorities of the country in which the Non-U.S. Holder resides or is established.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a Non-U.S. Holder’s U.S. federal income tax liability, provided the required information is timely furnished to the IRS.

Additional Withholding Tax on Payments Made to Foreign Accounts

Withholding taxes may be imposed under Sections 1471 to 1474 of the Code (such Sections commonly referred to as the Foreign Account Tax Compliance Act, or “FATCA”) on certain types of payments made to non-U.S. financial institutions and certain other non-U.S. entities. Specifically, a 30% withholding tax may be imposed on dividends on, or (subject to the proposed Treasury Regulations discussed below) gross proceeds from the sale or other disposition of, our common stock paid to a “foreign financial institution” or a “non-financial foreign entity” (each as defined in the Code), unless (1) the foreign financial institution undertakes certain diligence and reporting obligations, (2) the non-financial foreign entity either certifies it does not have any “substantial United States owners” (as defined in the Code) or furnishes identifying information regarding each substantial United States owner, or (3) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules. If the payee is a foreign financial institution and is subject to the diligence and reporting requirements in (1) above, it must enter into an agreement with the U.S. Department of the Treasury requiring, among other things, that it undertake to identify accounts held by certain “specified United States persons” or “United States owned foreign entities” (each as defined in the Code), annually report certain information about such accounts, and withhold 30% on certain payments to non-compliant foreign financial institutions and certain other account holders. Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules.

Under applicable Treasury Regulations and administrative guidance, withholding under FATCA generally applies to payments of dividends on our common stock. While withholding under FATCA would have applied also to payments of gross proceeds from the sale or other disposition of our common stock beginning on January 1, 2019, proposed Treasury Regulations eliminate FATCA withholding on payments of gross proceeds entirely. Taxpayers generally may rely on these proposed Treasury Regulations until final Treasury Regulations are issued.

Prospective investors should consult their tax advisors regarding the potential application of withholding under FATCA to their investment in our common stock.

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UNDERWRITING

Maxim Group LLC is acting as the sole underwriter and book-running manager of the offering. We will enter into an underwriting agreement with Maxim. Subject to the terms and conditions of the underwriting agreement, we have agreed to sell to Maxim and Maxim has agreed to purchase from us, all of the shares of common stock being sold in this offering at the public offering price per share of common stock less the underwriting discounts and commissions set forth on the cover page of this prospectus.

The underwriting agreement provides that Maxim’s obligation to purchase all of the shares of common stock being offered to the public is subject to specific conditions, including the absence of any material adverse change in our business or in the financial markets and the receipt of certain legal opinions, certificates and letters from us, our counsel and the independent auditors. The underwriting agreement also provides that if Maxim defaults, the offering may be terminated. Subject to the terms of the underwriting agreement, Maxim will purchase all of the shares of our common stock being offered to the public, other than those covered by the over-allotment option described below, if any of these Units are purchased.

Maxim is offering the shares of our common stock, subject to prior sale, when, as and if issued to and accepted by it, subject to approval of legal matters by their counsel and other conditions specified in the underwriting agreement. Maxim reserves the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.

Over-Allotment Option

We have granted to Maxim an option, exercisable one or more times in whole or in part, not later than 45 days after the date of this prospectus, to purchase from us up to an (i) additional [●] shares of common stock at a price of $[●] per share, less the underwriting discounts and commissions set forth on the cover of this prospectus in any combination thereof to cover over-allotments, if any. We will be obligated, pursuant to the option, to sell these additional shares of common stock to Maxim to the extent the option is exercised. If any additional shares of common stock are purchased, Maxim will offer the additional shares of common stock on the same terms as those on which the other shares of common stock are being offered hereunder.

Discounts and Commissions; Expenses

The following table shows the public offering price, underwriting discount and proceeds, before expenses, to us. The information assumes either no exercise or full exercise by Maxim of the over-allotment option.

	Per Share		Total Without Over- Allotment Option		Total With Full Over- Allotment Option
Public offering price	$	[●]	$	[●]	$	[●]
Underwriting discount (8%)	$	[●]	$	[●]	$	[●]
Proceeds, before expenses, to us	$	[●]	$	[●]	$	[●]

Maxim proposes to offer the shares of our common stock being offered by us to the public at the public offering price per share set forth on the cover of this prospectus. In addition, Maxim may offer some of the shares of common stock to other securities dealers at such price less a concession of $[●] per share. After the initial offering, the public offering price and concession to dealers may be changed.

We have agreed to reimburse Maxim for reasonable out-of-pocket expenses related to the offering, including legal fees, not to exceed $125,000 in the aggregate, including an advance of $25,000 anticipated out-of-pocket expenses in connection with this offering. Any portion of the $25,000 expense advance will be returned to us to the extent that offering expenses are not actually incurred by the underwriters in accordance with Financial Industry Regulation Authority (“FINRA”) Rule 5110(g)(4)(A). We estimate that total expenses payable by us in connection with this offering, other than the underwriting discount and corporate finance fee, will be approximately $[●].

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Discretionary Accounts

Maxim does not intend to confirm sales of the shares offered hereby to any accounts over which it has discretionary authority.

Indemnification

We have agreed to indemnify Maxim against specified liabilities, including liabilities under the Securities Act, and to contribute to payments the underwriters may be required to make in respect thereof.

Lock-Up Agreements

We and our directors, officers and certain shareholders have agreed with Maxim, for a period of six months after the closing of this offering, not to offer for sale, issue, sell, contract to sell, pledge grant any option to purchase, make any short sale or otherwise dispose of, directly or indirectly any shares of our common stock or any securities convertible into or exchangeable for our common stock either owned as of the date of the underwriting agreement or thereafter acquired without Maxim’s prior written consent, subject to certain exceptions. Holders of a total of [●] shares of our issued and outstanding common stock are subject to such lockup. Maxim may, in its sole discretion and at any time or from time to time before the termination of the lock-up period, without notice, release all or any portion of the securities subject to lock-up agreements.

Pricing of this Offering

The public offering price for our common stock was determined through negotiations between us and Maxim. Among the factors considered in these negotiations were prevailing market conditions, our financial information, market valuations of other companies that we and Maxim believe to be comparable to us, estimates of our business potential, the present state of our development and other factors deemed relevant.

We offer no assurances that the public offering price of our common stock will correspond to the price at which our common stock will trade in the public market subsequent to this offering or that an active trading market for our common stock will develop and continue after this offering.

Underwriter’s Warrants

We have agreed to issue to Maxim (or its permitted assignees) the Underwriter Warrants to purchase up to a total of [●] shares of common stock (5% of the shares of common stock in the offering). The warrants will be exercisable at any time, and from time to time, in whole or in part, during the period commencing 180 days from the effective date of the registration statement of which this prospectus is a part, and expiring five years from the commencement of sales of the offering, which period is in compliance with FINRA Rule 5110(e). The warrants are exercisable at a per share price equal to $[●] per share, or 110% of the public offering price per unit in the offering. The warrants have been deemed compensation by FINRA and are therefore subject to a 180-day lock-up pursuant to Rule 5110(e)(1) of FINRA. Maxim (or permitted assignees under Rule 5110(e)(2)) will not sell, transfer, assign, pledge, or hypothecate these warrants or the securities underlying these warrants, nor will they engage in any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the warrants or the underlying securities for a period of 180 days from the commencement of sales of the offering. In addition, the warrants provide for certain demand and piggyback registration rights. The registration rights provided will not be greater than five years from the commencement of sales of the offering in compliance with FINRA Rule 5110(g)(8). We will bear all fees and expenses attendant to one demand and unlimited piggyback registration of the securities issuable on exercise of Maxim’s warrants. The exercise price and number of shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary cash dividend or our recapitalization, reorganization, merger or consolidation. However, the warrant exercise price or underlying shares will not be adjusted for issuances of shares of common stock at a price below the warrant exercise price.

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Right of First Refusal and Certain Post-Offering Investments

Subject to the closing of this offering and certain conditions set forth in the underwriting agreement, for a period of 18 months after the commencement of sales of the offering, Maxim shall have a right of first refusal to act as sole underwriter and sole book-running manager and/or sole placement agent for any and all future public or private equity, equity-linked, convertible or debt (excluding commercial bank debt) offerings undertaken during such period by us, or any of our successors or subsidiaries, on terms customary to Maxim. Maxim, in conjunction with us, shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any such offering and the economic terms of any such participation. In addition, we have agreed that in the event any investor contacted by Maxim with respect to, or introduced to us by Maxim in this offering subsequently provides capital to us in any public or private financing during the 12 month period following the closing of this offering, we will pay Maxim a cash fee of 8% of the gross proceeds on any such investments and issue Maxim or its permitted designee the Underwriter Warrants in an amount 5% of the number of shares of common stock sold in such financing.

Trading; Nasdaq Capital Market Listing

Prior to this offering, our common stock was quoted on the OTCQB market under the symbol “VRDR.” We have applied to list our common stock on Nasdaq under the symbol “VRDR”. We believe that upon the completion of the offering contemplated by this prospectus, we will meet the standards for listing on Nasdaq. We cannot guarantee that we will be successful in listing our common stock on Nasdaq; however, we will not complete this offering unless we are so listed.

Price Stabilization, Short Positions and Penalty Bids

In connection with this offering, Maxim may engage in stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids in accordance with Regulation M under the Exchange Act:

	·	Stabilizing transactions permit bids to purchase securities so long as the stabilizing bids do not exceed a specified maximum.

	·	Over-allotment involves sales by the underwriter of securities in excess of the number of securities the underwriter is obligated to purchase, which creates a syndicate short position. The short position may be either a covered short position or a naked short position. In a covered short position, the number of securities over-allotted by the underwriter is not greater than the number of securities that they may purchase in the over-allotment option. In a naked short position, the number of securities involved is greater than the number of securities in the over-allotment option. The underwriter may close out any covered short position by either exercising its over-allotment option and/or purchasing securities in the open market.

	·	Syndicate covering transactions involve purchases of the securities in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of securities to close out the short position, the underwriter will consider, among other things, the price of securities available for purchase in the open market as compared to the price at which they may purchase securities through the over-allotment option. A naked short position occurs if the underwriter sells more securities than could be covered by the over-allotment option. This position can only be closed out by buying securities in the open market. A naked short position is more likely to be created if the underwriter is concerned that there could be downward pressure on the price of the securities in the open market after pricing that could adversely affect investors who purchase in this offering.

	·	Penalty bids permit the underwriter to reclaim a selling concession from a syndicate member when securities originally sold by the syndicate member is purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.

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These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our securities or preventing a decline in the market price of the securities. As a result, the price of our shares of common stock may be higher than the price that might otherwise exist in the open market. These transactions may be discontinued at any time.

Neither we nor Maxim make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of our shares of common stock. In addition, neither we nor Maxim make any representation that Maxim will engage in these transactions or that any transaction, if commenced, will not be discontinued without notice.

Electronic Distribution

This prospectus in electronic format may be made available on websites or through other online services maintained by Maxim, or by their affiliates. Other than this prospectus in electronic format, the information on Maxim’s website and any information contained in any other websites maintained by Maxim is not part of this prospectus or the registration statement of which this prospectus forms a part, has not been approved and/or endorsed by us or Maxim in their capacity as underwriter, and should not be relied upon by investors.

Other

From time to time, Maxim and/or their affiliates may in the future provide, various investment banking and other financial services for us for which services it has received and, may in the future receive, customary fees. Except for the services provided in connection with this offering and other than as described below, Maxim has not provided any investment banking or other financial services during the 180-day period preceding the date of this prospectus.

Offers Outside the United States

Other than in the United States, no action has been taken by us or Maxim that would permit a public offering of the securities offered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

Selling Restrictions

Canada. The securities may be sold in Canada only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the securities must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus supplement (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), Maxim is not required to comply with the disclosure requirements of NI 33-105 regarding its conflicts of interest (if any) in connection with this offering.

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European Economic Area. In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”) an offer to the public of any securities may not be made in that Relevant Member State, except that an offer to the public in that Relevant Member State of any securities may be made at any time under the following exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State:

	·	To any legal entity which is a qualified investor as defined in the Prospectus Directive;

	·	To fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of Maxim for any such offer; or

	·	In any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of securities shall result in a requirement for the publication by us or Maxim of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer to the public” in relation to any securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any securities to be offered so as to enable an investor to decide to purchase any securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State, and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

Israel. This document does not constitute a prospectus under the Israeli Securities Law, 5728-1968, or the Securities Law, and has not been filed with or approved by the Israel Securities Authority. In the State of Israel, this document is being distributed only to, and is directed only at, and any offer of the shares is directed only at, investors listed in the first addendum, or the Addendum, to the Israeli Securities Law, consisting primarily of joint investment in trust funds, provident funds, insurance companies, banks, portfolio managers, investment advisors, members of the Tel Aviv Stock Exchange, underwriters, venture capital funds, entities with equity in excess of NIS 50 million and “qualified individuals”, each as defined in the Addendum (as it may be amended from time to time), collectively referred to as qualified investors (in each case purchasing for their own account or, where permitted under the Addendum, for the accounts of their clients who are investors listed in the Addendum). Qualified investors will be required to submit written confirmation that they fall within the scope of the Addendum, are aware of the meaning of same and agree to it.

United Kingdom. Maxim has represented and agreed that:

	·	It has communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the FSMA) received by it in connection with the issue or sale of the securities in circumstances in which Section 21(1) of the FSMA does not apply to us; and

	·	It has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the securities in, from or otherwise involving the United Kingdom.

Switzerland. The securities may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange (the SIX) or on any other stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the securities or the offering may be publicly distributed or otherwise made publicly available in Switzerland.

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Neither this document nor any other offering or marketing material relating to the offering, or the securities have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of securities will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA, and the offer of securities has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes (CISA). Accordingly, no public distribution, offering or advertising, as defined in CISA, its implementing ordinances and notices, and no distribution to any non-qualified investor, as defined in CISA, its implementing ordinances and notices, shall be undertaken in or from Switzerland, and the investor protection afforded to acquirers of interests in collective investment schemes under CISA does not extend to acquirers of securities.

Australia. No placement document, prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities and Investments Commission (ASIC), in relation to the offering.

This prospectus does not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001 (the Corporations Act) and does not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act.

Any offer in Australia of the securities may only be made to persons (the Exempt Investors) who are “sophisticated investors” (within the meaning of section 708(8) of the Corporations Act), “professional investors” (within the meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the securities without disclosure to investors under Chapter 6D of the Corporations Act.

The securities applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under the offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring securities must observe such Australian on-sale restrictions.

This prospectus contains general information only and does not take account of the investment objectives, financial situation or particular needs of any particular person. It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this prospectus is appropriate to their needs, objectives and circumstances, and, if necessary, seek expert advice on those matters.

Notice to Prospective Investors in the Cayman Islands. No invitation, whether directly or indirectly, may be made to the public in the Cayman Islands to subscribe for our securities.

Taiwan. The securities have not been and will not be registered with the Financial Supervisory Commission of Taiwan pursuant to relevant securities laws and regulations and may not be sold, issued or offered within Taiwan through a public offering or in circumstances which constitutes an offer within the meaning of the Securities and Exchange Act of Taiwan that requires a registration or approval of the Financial Supervisory Commission of Taiwan. No person or entity in Taiwan has been authorized to offer, sell, give advice regarding or otherwise intermediate the offering and sale of the securities in Taiwan.

Notice to Prospective Investors in Hong Kong. The contents of this prospectus have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this prospectus, you should obtain independent professional advice. Please note that (i) our shares may not be offered or sold in Hong Kong, by means of this prospectus or any document other than to “professional investors” within the meaning of Part I of Schedule 1 of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) (SFO) and any rules made thereunder, or in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong) (CO) or which do not constitute an offer or invitation to the public for the purpose of the CO or the SFO, and (ii) no advertisement, invitation or document relating to our shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere) which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the SFO and any rules made thereunder.

Notice to Prospective Investors in the People’s Republic of China. This prospectus may not be circulated or distributed in the People’s Republic of China (PRC) and the shares may not be offered or sold, and will not offer or sell to any person for re-offering or resale directly or indirectly to any resident of the PRC except pursuant to applicable laws, rules and regulations of the PRC. For the purpose of this paragraph only, the PRC does not include Taiwan and the special administrative regions of Hong Kong and Macau.

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LEGAL MATTERS

The validity of the issuance of the common stock offered by us in this offering will be passed upon for us by Parsons Behle & Latimer, Reno, Nevada. Certain legal matters will be passed upon for us by Ellenoff Grossman & Schole LLP, New York, New York. The underwriters are being represented by Thompson Hine LLP, New York, New York.

EXPERTS

The consolidated financial statements for the years ended June 30, 2025 and 2024, included in this prospectus will be so included in reliance on the report of J&S Associate PLT, independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firm as experts in auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement on Form S-1 with the SEC with respect to our common stock offered by this prospectus. This prospectus does not contain all of the information set forth in the registration statement. You should refer to the registration statement and its exhibits for additional information. Whenever we make references in this prospectus to any of our contracts, agreements or other documents, the references are not necessarily complete, and you should refer to the exhibits attached to the registration statement for the copies of the actual contract, agreement or other document.

We currently are, and upon the closing of this offering we will continue to be, required to file periodic reports, proxy statements, and other information with the SEC pursuant to the Exchange Act. These reports, proxy statements, and other information will be available on the website of the SEC referred to above.

Our SEC filings are available to the public on the SEC’s Internet site at http://www.sec.gov. We maintain a website at www.verderesources.com. Information contained in or accessible through our website is not and should not be considered a part of this prospectus and you should not rely on that information in deciding whether to invest in our common stock.

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INDEX TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2024 AND 2025

VERDE RESOURCES, INC.

		Page

Reports of Independent Registered Accounting Firm - J&S Associate PLT (PCAOB ID: 6743)		F-2

Consolidated Balance Sheets		F-4

Consolidated Statements of Operations and Comprehensive Loss		F-5

Consolidated Statements of Cash Flows		F-6

Consolidated Statements of Changes in Stockholders’ Equity		F-7

Notes to Consolidated Financial Statements		F-8

INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED SEPTEMBER 30, 2025

		Page

Unaudited Condensed Consolidated Balance Sheets as at September 30, 2025 and June 30, 2024 (audited)		F-42

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income for the Three Months Ended September 30, 2025 and 2024		F-43

Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended September 30, 2025 and 2024		F-44

Unaudited Condensed Consolidated Statements of Changes in Equity for the Three Months Ended September 30, 2025 and 2024		F-45

Notes to Unaudited Condensed Consolidated Financial Statements		F-46

F-1

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J&S ASSOCIATE PLT

202206000037 (LLP0033395-LCA) & AF002380

(Registered with PCAOB and MIA)

B-11-14, Megan Avenue II

12,Jalan Yap Kwan Seng, 50450, Kuala Lumpur, Malaysia

Tel: +603-4813 9469

Email : info@jns-associate.com

Website : jns-associate.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders of

VERDE RESOURCES, INC.

Opinion on the Financial Statement

We have audited the accompanying consolidated balance sheet of Verde Resources, Inc. and its subsidiaries (the ‘Company’) as of June 30, 2025 and 2024, and the related consolidated statement of operations and comprehensive income, stockholders’ equity and cash flows for the years ended June 30, 2025 and 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2025 and 2024, and the results of its operations and its cash flows for the years ended June 30, 2025 and 2024, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current year audit of the financial statements that were communicated or are required to be communicated to the audit committee, or in their absence, the directors, and that: (1) relate to accounts or disclosures that are material to the financial statements, and (2) involved especially challenging, subjective, or complex judgements. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

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Impairment Assessment of Intellectual Properties

As described in Note 8 to the consolidated financial statements, the intangible assets comprise intellectual properties acquired from third parties and were measured initially at fair value. The intellectual properties are classified as indefinite-lived intangible assets and are not being amortized. The Company’s evaluation of its acquired intellectual properties for potential impairment involved significant judgement. As disclosed in Note 8 to the financial statements, management performed a qualitative assessment to determine whether it is more likely than not that the intangible asset is impaired. This assessment considered various factors including macroeconomic conditions, industry and market trends, cost factors, overall financial performance, legal and regulatory environment factors and relevant internal reporting and management’s plans.

We identified the qualitative impairment assessment of the intellectual properties as a critical audit matter due to the subjective nature of management’s assumptions, the complexity of evaluating multiple qualitative factors, and the materiality of the asset to the financial statements. Auditing this matter required a high degree of auditor judgment and an increased extent of audit effort.

Our audit procedures related to the qualitative impairment assessment included the following:

	i)	Evaluated the appropriateness of management’s qualitative assessment framework in accordance with ASC 350;

	ii)	Discussions with key management of the Company to understand the future plans and direction of the Company;

	iii)	Assessed the completeness and relevance of the qualitative factors considered by management;

	iv)	Critically evaluated management’s assessment on a high level for their rationale and justification of the assumptions used and agreed these with external public data and signed agreements, where applicable;

	v)	Interviewed operational personnel of the Company and corroborated the understanding of management’s future plans and their assumptions;

	vi)	Obtained the internal forecasts prepared by management for the future direction of the Company and obtained an understanding of how the forecast indirectly related to the future use of the intellectual properties;

	vii)	Reviewed the internal forecasts prepared by management including evaluation of the reasonableness of the assumptions used and agreed the key inputs to supporting documents;

	viii)	Interviewed key management and a key supplier of the Company to confirm their commitment and readiness to support the Company in its plans;

	ix)	Tested the mathematical accuracy of the internal forecasts prepared by management;

	x)	Reviewed the disclosures in the consolidated financial statements to ensure compliance with the requirements of ASC 350.

/s/ J&S Associate PLT

Certified Public Accountants

Firm ID: 6743

We have served as the Company’s auditor since 2022.

Kuala Lumpur, Malaysia

October 23, 2025

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VERDE RESOURCES, INC.

CONSOLIDATED BALANCE SHEETS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

	As of June 30,
	2025			2024
ASSETS				(Re-presented)
Current asset:
Cash and cash equivalents	$	1,021,112		$	279,137
Deposits with banks		1,276,484			2,000,000
Accounts receivable		188,415			66,749
Inventories		284,561			309,144
Amounts due from related party		100			100
Prepaid share-based compensation- nonemployees		455,291			135,144
Prepayments		46,605			26,507
Other receivables and deposits		15,647			6,862

		3,288,215			2,823,643

Assets held for sale		4,000			606,043

Total current assets		3,292,215			3,429,686

Non-current assets:
Property, plant and equipment, net		1,574,984			2,916,006
Right of use assets, net		518,375			509,482
Intangible assets		33,503,771			33,160,631
Security deposit		80,000			80,000
Prepaid share-based compensation- nonemployees		126,047			65,522

Total non-current assets		35,803,177			36,731,641

TOTAL ASSETS	$	39,095,392		$	40,161,327

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	55,092		$	91,533
Other payables		545,963			461,012
Deposit and accrued liabilities		371,837			83,671
Accrued share-based compensation for nonemployee		44,288			139,191
Accrued share-based compensation for employee		44,877			135,679
Finance lease liabilities		-			22,323
Finance lease liabilities – assets held for sale		-			603,252
Current portion of operating lease liabilities		38,311			24,881
Bank loan		-			211,440
Promissory notes to related party		-			591,170
Amount due to a director		209,640			4,188
Amounts due to related parties		324,974			385,550

Total current liabilities		1,634,982			2,753,890

Non-current liabilities:
Finance lease liabilities		-			86,565
Operating lease liabilities, net of current portion		91,639			4,602

Total non-current liabilities		91,639			91,167

TOTAL LIABILITIES		1,726,621			2,845,057

Commitments and contingencies

STOCKHOLDERS’ EQUITY
Preferred stock, $0.001 par value, 50,000,000 shares authorized, none issued and outstanding		-			-
Common stock, $0.001 par value; 10,000,000,000 shares authorized; 1,262,680,891 and 1,221,346,586 issued and outstanding as of June 30, 2025 and 2024		1,262,680			1,221,346
Additional paid-in capital		54,530,117			49,647,034
Accumulated other comprehensive income		(160,809	)		(71,906	)
Accumulated deficit		(18,263,181	)		(13,480,204	)
		37,368,807			37,316,270
Non-controlling interest		(36	)		-
Stockholders’ equity		37,368,771			37,316,270

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	39,095,392		$	40,161,327

See accompanying notes to consolidated financial statements.

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VERDE RESOURCES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME

(Currency expressed in United States Dollars (“US$”))

	Years ended June 30,
	2025			2024
				(Re-presented)
Revenue, net	$	133,202		$	96,584

Cost of revenue		(51,789	)		(62,978	)

Filing Compare · VERDE RESOURCES, INC.