Verde Resources Eyes Nasdaq Listing, Carbon Credit Monetization via S-1 Offering

TL;DR

**Verde Resources is making a bold bet on green infrastructure and carbon credits, but the reverse stock split and unproven revenue model make this a high-risk, high-reward play.**

AI Summary

Verde Resources, Inc. (VRDR) is undertaking a firm commitment underwritten public offering of common stock to fund its expansion and commercialization efforts. The company, a road construction and building materials firm, focuses on proprietary, environmentally sustainable materials like BioAsphalt and Verde V24, a cold mix biochar asphalt emulsifying agent. VRDR achieved a significant milestone in April 2025 with the issuance of the world's first carbon removal credit from asphalt production, certified by Puro.earth. Technological validation from NCAT in July and September 2025 confirmed BioAsphalt's durability and the superior performance of its cold-recycled mix, exceeding industry specifications. The company has entered an exclusive licensing agreement with Ergon Asphalt & Emulsions, Inc. for production and distribution across North America, aiming for immediate scalability and near-term revenue generation. VRDR plans to generate revenue from licensing fees, sales, and the monetization of carbon removal credits, positioning itself as a first mover in scalable Net Zero solutions. The offering price will be determined after a proposed 1-for-[] to 1-for-[] reverse stock split, necessary for a Nasdaq listing application.

Why It Matters

This S-1 filing is crucial for Verde Resources as it seeks to uplist from OTCQB to Nasdaq, a move that could significantly enhance its visibility and access to capital for investors. The company's focus on sustainable road construction materials and carbon removal credits positions it uniquely in a market increasingly driven by ESG mandates, potentially attracting a new class of environmentally conscious investors. For employees and customers, the partnership with industry leader Ergon Asphalt & Emulsions, Inc. signals a strong commercialization pathway and potential for widespread adoption of its BioAsphalt and Verde V24 products. The broader market could see VRDR as a disruptor in the traditional construction sector, pushing competitors towards more sustainable practices and potentially creating a new revenue stream through carbon credit generation.

Risk Assessment

Risk Level: high — The risk level is high due to several factors, including the need for a reverse stock split (1-for-[] to 1-for-[]) to meet Nasdaq's minimum bid price, which can adversely affect stock price and valuation. The company's revenue generation is primarily anticipated through a licensing model with Ergon, which is still in its early stages with 'production planning...commenced' and 'distribution anticipated to occur' in the next 12 months, indicating a lack of established revenue streams. Furthermore, the offering price 'may be at a discount to the current market price,' and there is 'no assurance' the Nasdaq application will be approved, adding significant uncertainty.

Analyst Insight

Investors should approach VRDR with caution, recognizing the speculative nature of this offering. Consider waiting for concrete revenue figures from the Ergon partnership and the successful Nasdaq listing before committing significant capital. Monitor the impact of the reverse stock split on the stock's trading behavior and valuation.

Key Numbers

• $0.001 — Par Value per Share (The nominal value of each common stock share.)
• $0.0489 — OTCQB Share Price (Last reported price on December 18, 2025, before reverse stock split, indicating low current valuation.)
• 8% — Underwriting Discount (Percentage of public offering price paid to underwriters, impacting net proceeds to the company.)
• 1-for-[] to 1-for-[] — Reverse Stock Split Ratio (Anticipated range for the reverse stock split to meet Nasdaq listing requirements, which could affect share price and investor perception.)
• 5% — Underwriter Warrants (Percentage of shares sold in the offering that Maxim Group LLC can purchase via warrants, representing potential future dilution.)
• 110% — Warrant Exercise Price (Premium at which underwriters can exercise warrants, indicating a potential future price target.)
• 45-day — Over-allotment Option Period (Duration for Maxim Group LLC to purchase additional shares, indicating potential for increased offering size.)
• 15% — Over-allotment Limit (Maximum percentage of shares offered that can be purchased via the over-allotment option.)
• April 2025 — Carbon Credit Issuance Date (Date of the world's first carbon removal credit from asphalt production, a key validation milestone.)
• July 2025 & September 2025 — NCAT Validation Dates (Dates of preliminary and latest performance results from NCAT, validating product durability and exceeding industry specifications.)

Key Players & Entities

• VERDE RESOURCES, INC. (company) — Registrant and issuer of common stock
• Jack Wong (person) — Chief Executive Officer of Verde Resources, Inc.
• Maxim Group LLC (company) — Sole bookrunning manager and underwriter for the offering
• Ergon Asphalt & Emulsions, Inc. (company) — Exclusive licensing partner for North America
• Puro.earth (company) — Certifier of carbon removal credits
• NCAT (company) — Technological validator of BioAsphalt
• $0.001 (dollar_amount) — Par value per share of common stock
• $0.0489 (dollar_amount) — Last reported price of common stock on OTCQB on December 18, 2025
• 8% (dollar_amount) — Underwriting discount and commissions
• 110% (dollar_amount) — Exercise price of underwriter warrants relative to public offering price

FAQ

Risk Factors

• Limited Operating History and Profitability [high — financial]: Verde Resources, Inc. has a limited operating history and has not yet achieved profitability. The company's ability to generate significant revenue and achieve profitability is dependent on the successful commercialization of its proprietary products and technologies, which are still in the early stages of development and market adoption. Future revenue streams are largely speculative.
• Dependence on Key Licensing Agreements [high — market]: The company's near-term revenue generation strategy heavily relies on the exclusive licensing agreement with Ergon Asphalt & Emulsions, Inc. for North America. Any termination, dispute, or failure of this agreement to perform as expected could materially and adversely affect the company's business, financial condition, and results of operations.
• Uncertainty in Carbon Credit Market [medium — regulatory]: While Verde Resources has achieved a milestone with the issuance of the first carbon removal credit from asphalt production, the market for such credits is nascent and subject to evolving regulations and market acceptance. The long-term value and demand for these credits are uncertain, impacting a key projected revenue stream.
• Scalability and Production Challenges [medium — operational]: Scaling production of BioAsphalt and Verde V24 to meet potential demand presents significant operational challenges. The company must ensure consistent quality, efficient manufacturing processes, and reliable supply chains to support commercialization efforts, which may involve substantial capital investment and unforeseen production hurdles.
• Need for Additional Capital [high — financial]: The company is seeking to raise capital through this public offering to fund expansion and commercialization. If the offering is not successful or if the company cannot secure sufficient additional funding in the future, it may not be able to execute its business plan, which could have a material adverse effect on its operations and financial condition.
• Competition in Road Construction and Materials [medium — market]: The road construction and building materials industry is highly competitive, with established players and a wide range of existing materials and technologies. Verde Resources' proprietary products must demonstrate clear cost, performance, or environmental advantages to gain market share against incumbent solutions.
• Compliance with Environmental Regulations [low — regulatory]: As a company focused on environmentally sustainable materials, Verde Resources is subject to various environmental laws and regulations. Changes in these regulations or failure to comply could result in significant fines, operational disruptions, and reputational damage.

Industry Context

The road construction and building materials industry is undergoing a shift towards more sustainable and environmentally friendly solutions. Companies are increasingly exploring materials and processes that reduce carbon footprints, such as recycled content and alternative binders. The development of carbon removal credits from traditional industrial processes like asphalt production represents a nascent but potentially significant trend, driven by global climate goals and corporate sustainability initiatives.

Regulatory Implications

Verde Resources operates within a landscape influenced by environmental regulations and evolving standards for sustainable materials and carbon accounting. The company's success hinges on navigating these regulations, particularly concerning the validation and market acceptance of its carbon removal credits. Compliance with environmental standards for asphalt production and material safety is also critical.

What Investors Should Do

1. Evaluate the long-term viability and market adoption potential of BioAsphalt and Verde V24.
2. Assess the risks and potential rewards associated with the carbon removal credit market.
3. Monitor the performance and execution of the exclusive licensing agreement with Ergon Asphalt & Emulsions, Inc.
4. Understand the implications of the planned reverse stock split and Nasdaq listing.
5. Analyze the potential dilution from underwriter warrants and the over-allotment option.

Key Dates

• 2025-04-01: World's first carbon removal credit issued from asphalt production — Validates the company's innovative approach to sustainable asphalt and opens a potential new revenue stream through carbon credits.
• 2025-07-01: NCAT validation of BioAsphalt durability — Provides third-party scientific evidence supporting the performance and longevity of the company's core product.
• 2025-09-01: NCAT validation of cold-recycled mix performance — Confirms that the company's cold-recycled asphalt mix exceeds industry specifications, enhancing its market appeal and potential adoption.

Glossary

BioAsphalt

An environmentally sustainable asphalt product developed by Verde Resources, likely incorporating biological or recycled components. (This is the company's flagship product, central to its revenue generation and environmental claims.)

Verde V24

A cold mix biochar asphalt emulsifying agent developed by Verde Resources. (This product is key to enabling cold recycling processes, contributing to the company's sustainability focus and product offerings.)

Carbon Removal Credit

A tradable instrument representing the removal of one tonne of carbon dioxide equivalent from the atmosphere. (Verde Resources has generated the first such credit from asphalt production, representing a novel and potentially significant revenue source.)

Puro.earth

A marketplace for industrial carbon removal, which certified Verde Resources' carbon credit. (Its certification lends credibility to the company's carbon removal claims and the marketability of its credits.)

NCAT

National Center for Asphalt Technology, a research center that validated Verde Resources' product performance. (Independent validation from a reputable institution like NCAT provides crucial technical credibility for the company's products.)

Firm Commitment Underwritten Public Offering

A type of securities offering where the underwriter (investment bank) purchases all the securities from the issuer and resells them to the public. (This is the mechanism Verde Resources is using to raise capital, indicating the underwriter is confident in their ability to sell the shares.)

Reverse Stock Split

A corporate action to reduce the number of outstanding shares of stock, typically to increase the share price. (Verde Resources is planning a reverse stock split to meet Nasdaq listing requirements, which could impact share price perception and potentially signal a need to boost valuation.)

Over-allotment Option (Greenshoe)

An option granted by the issuer to the underwriter to purchase additional shares at the offering price, typically up to 15% of the initial offering size. (This allows underwriters to stabilize the stock price after trading begins and potentially increase the total capital raised if demand is strong.)

Year-Over-Year Comparison

As this is an S-1 filing for an initial public offering, there is no direct prior S-1 filing to compare against. However, the context provided indicates a significant shift from a low OTCQB valuation (e.g., $0.0489 per share before a reverse split) to seeking capital through a public offering. Key milestones like carbon credit issuance (April 2025) and NCAT validation (July/September 2025) suggest recent, positive developments in product validation and market positioning that were likely not present or as advanced in any prior private funding rounds or disclosures.

Key Financial Figures

• $0.001 — ng of shares of common stock, par value $0.001 per share, of Verde Resources, Inc. ("w
• $0.0489 — reported price of our common stock was $0.0489 per share (or $[] after giving effect t

Filing Documents

• vrdr_s1.htm (S-1) — 3721KB
• vrdr_ex211.htm (EX-21.1) — 4KB
• vrdr_ex231.htm (EX-23.1) — 4KB
• vrdr_ex107.htm (EX-FILING FEES) — 52KB
• vrdr_s1img18.jpg (GRAPHIC) — 5KB
• vrdr_s1img8.jpg (GRAPHIC) — 16KB
• vrdr_s1img7.jpg (GRAPHIC) — 16KB
• vrdr_s1img6.jpg (GRAPHIC) — 16KB
• vrdr_ex231img1.jpg (GRAPHIC) — 2KB
• vrdr_s1img10.jpg (GRAPHIC) — 2KB
• vrdr_s1img14.jpg (GRAPHIC) — 17KB
• vrdr_s1img15.jpg (GRAPHIC) — 28KB
• vrdr_s1img16.jpg (GRAPHIC) — 5KB
• 0001640334-25-002367.txt ( ) — 14844KB
• vrdr-20250930.xsd (EX-101.SCH) — 116KB
• vrdr-20250930_lab.xml (EX-101.LAB) — 521KB
• vrdr-20250930_cal.xml (EX-101.CAL) — 84KB
• vrdr-20250930_pre.xml (EX-101.PRE) — 485KB
• vrdr-20250930_def.xml (EX-101.DEF) — 319KB
• vrdr_s1_htm.xml (XML) — 3134KB
• vrdr_ex107_htm.xml (XML) — 8KB

Use of Proceeds

Use of Proceeds 32 Market for Common Equity and Related Shareholder Matters 33 Dividend Policy 34 Capitalization 34

Management's Discussion and Analysis of Financial Condition and Results Of Operation

Management's Discussion and Analysis of Financial Condition and Results Of Operation 36 Industry

Business

Business 51 Management 67

Executive Compensation

Executive Compensation 71

Security Ownership of Principal Shareholders and Management

Security Ownership of Principal Shareholders and Management 75 Certain Relationships and Related Party Transactions 76

Description of Securities

Description of Securities 77 Shares Eligible for Future Sale 80 Material U.S. Federal Income Tax Consequences 81

Underwriting

Underwriting 84 Legal Matters 90 Experts 90 Where You Can Find More Information 90 Index to Financial Statements F-1 Through and including , 2026 (the 25 th 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. 1 Table of Contents CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS The 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. In 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 ter

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