Low Cost Production of Sustainable Aviation Fuels (SAFs) and Green Chemicals to Mitigate Climate Change

INVESTMENT OPPORTUNITY*

Qualified investors will have the opportunity to invest in Vertimass LLC through a $25 million Series C round of fundraising. These funds will be used to provide working capital to complete demonstration operations and engineering, bolt-on to a first plant, optimize consolidated alcohol deoxygenation and oligomerization (CADO) performance and launch Vertimass to large-scale production.

Vertimass LLC is advancing a novel catalyst technology for the conversion of alcohols (methanol, ethanol, butanol and others) into low-carbon biofuels, including:

    1. Sustainable Aviation Fuels (SAFs),
    2. High-octane gasoline blend stocks,
    3. Propane and butane liquefied petroleum gas (LPG) and
    4. Benzene, toluene, ethylbenzene and xylene (BTEX) plastic building block chemicals.

Vertimass technology can produce renewable fuel blendstocks at a significant cost advantage relative to the sustainable fuel competition, while also helping to mitigate climate change.

* There is no assurance that this strategy will succeed to meet its objectives.

VIEW OFFERING MATERIALS

You should read the Memorandum for any prospective investment and examine the suitability of this type of investment in the context of your own needs, investment objectives, and financial capabilities and should make your own independent investigation and decision as to suitability and as to the risk and potential gain involved. Also, you are strongly encouraged to consult with your own tax advisor and your own attorney, accountant, financial consultant or other business advisor regarding the risks and merits of the proposed investment. This communication and any Memorandum do not constitute tax advice to any prospective investor.

Vertimass, LLC is a 506(c) offering, as defined by the U.S. Securities and Exchange Commission, for accredited investors only. This is neither an offer to sell nor a solicitation of an offer to buy any security. An investment in a limited partnership involves a high degree of risk, including the possible loss of your investment, and is illiquid with an uncertain liquidity date. Past performance is not indicative of future results. Securities offered through Shopoff Securities, Inc., member FINRA/SIPC.

With the completion of its current demonstration operations, Vertimass technology is now ready for commercialization.

MARKET AND OPPORTUNITY INFORMATION

In 2019, the world consumed over 100 million barrels of petroleum per day.1 Vertimass technology offers the potential to replace petroleum-derived products with identical renewable products, but with similar or lower greenhouse gas (GHG) emissions as electric vehicles and at similar or lower operating costs, placing the market opportunity in the trillions.

Vertimass technology can convert corn starch, cane sugar, cellulosic biomass and captured carbon worldwide into sustainable fuels which are interchangeable with existing fuels, eliminating any need for updated vehicles.

Vertimass is ready to commercialize this novel technology and open up new markets for ethanol for sustainable aviation fuels, as well as light-duty and heavy-duty vehicles.

WHY IS VERTIMASS’ CADO TECHNOLOGY NEEDED NOW?

      • Airlines require low-cost SAF in order to meet carbon reduction goals.
      • Vertimass is best positioned to achieve sufficient production scale quickly enough to support the renewable fuel standard (RFS) and meet or exceed FAA sustainability goals.
      • Low-carbon fuels are vital to reduce the carbon footprint for transportation.
      • Rapid adoption can help reach the SAF grand challenge.

VERTIMASS HISTORIC TIMELINE & ANTICIPATED TECHNOLOGY ROLL-OUT

HOW DOES IT WORK?

CADO is Vertimass’ unique technology that recycles and can even fix carbon, reducing atmospheric carbon buildup and securing energy posterity for our future, while also resulting in a lower cost than other sustainable options.

Feedstocks, Processes, Products & Partners

Through Vertimass’ partnerships with ethanol producers, it will quickly integrate CADO technology into existing ethanol plants and lead the way to assist airlines to achieve President Biden’s SAF grand challenge of 3 billion gallons by 2030 and 35 billion gallons by 2050.

 

AN EXPERIENCED LEADERSHIP TEAM

With a synergistic team of business executives, engineers, scientists and consultants, Vertimass is ready to move this technology to commercial use. The team is led by Bill Shopoff (chairman), Charles Wyman, PhD (president and CEO), John Hannon, PhD (COO), Tom Mullen (EVP), Chaitanya Narula, PhD (catalyst chemist), Brian Davison, PhD (technology development, Oak Ridge National Laboratory chief scientist), Martin Keller, PhD (board member, director, National Renewable Energy Laboratory), and Cedric Caudron (business development, UGI), along with an experienced team of professionals and outside consultants with expertise in catalysis, ethanol production, fuels and scale-up. Vertimass is currently working with potential strategic partners, catalyst manufacturers, engineering and construction firms, markets, fuel qualification experts and others to develop a platform from which to launch commercialization.

For accredited investors only. This information is neither an offer to sell nor a solicitation of an offer to buy any security by any person in any jurisdiction. Offers and sales shall be made only to persons who qualify as accredited investors under applicable U.S. federal law and only pursuant to a confidential offering memorandum (the “Memorandum”) and subscription documents setting forth definitive terms of each investment opportunity. An investment in a limited partnership involves a high degree of risk and is speculative as described in detail the Memorandum for each investment opportunity, including the possible loss of your investment, and is illiquid with an uncertain liquidity date. Past performance is not indicative of future results. Securities offered through Shopoff Securities, Inc., member FINRA / SIPC.

Vertimass LLC is based in Irvine, Calif. The mission of Vertimass LLC is to develop and widely license breakthrough technologies that substantially expand production of sustainable transportation fuels and chemicals that reduce greenhouse gas emissions and improve energy security and domestic economies. Commercialization of proprietary Vertimass technology can overcome the blend wall that currently impedes expansion of ethanol production from multiple sources of biomass and open up large new markets for aircraft and heavy-duty vehicle fuels and for chemicals not currently amenable to ethanol. For more information, visit http://www.vertimass.com.

1. U.S. Energy Information Administration. “Oil and Petroleum Products Explained.” July 1, 2022. https://www.eia.gov/energyexplained/oil-and-petroleum-products/use-of-oil.php
2. These are business partners that have an agreement with Vertimass for the development and/or furtherance of the technology/facilities/production of renewable fuels.

Important Information – Risk Factors

An investment in Vertimass must be considered speculative. There are no guarantees of distributions or returns, and an investor may lose all or part of their investment. There are various risks related to an investment in Vertimass which are described in the Private Placement Memorandum. These risks include:

  • Emerging Growth Company: The Company is an emerging growth company that is not yet profitable, is without significant operating history, and may experience significant losses for some time after the Offering.
  • Expectations of Future Losses: The Company is not currently profitable.
  • Failure to Achieve Targeted Raise: As discussed above, the Company is seeking to raise up to an additional $25 million for use as working capital through the Offering (the “Targeted Raise”). In the event the Company is unable to raise up to the Targeted Raise, it may not be able to fund its operations as it presently anticipates.
  • Illiquid Investment: Members of the Company are not permitted to withdraw their investment from the Company and therefore may have to bear the economic risk of an investment in the Company for a substantial period of time.
  • No Assurance of Additional Capital: The success of the Company depends upon receiving significant funding from the net proceeds of this Offering, as well as additional financing.
  • No Assurance of Distributions: Members may not receive any cash distributions.
  • No Role in Management: Members will be unable to exercise any management functions with respect to the Company. The rights and obligations of the Members are governed by the provisions of applicable Delaware law and by the Operating Agreement.
  • Projections: Any projected financial results prepared by the Company have not been independently reviewed, analyzed, or otherwise passed upon. Such “forward looking” statements are based on various assumptions of the Company, which assumptions may prove to be incorrect. There can be no assurance that such projections, assumptions and statements will accurately predict future events or actual performance.
  • Changes in Fuel Prices: In recent years, the price of ethanol has been less than the price of petroleum-based fuels, which increased demand for ethanol and other comparably priced alternative fuels. However, the price of ethanol and petroleum-based fuels can drastically change over time so it is difficult to predict how fuel prices will be in the future.