Item 1.01. Entry into a Material Definitive Agreement.

On February 16, 2021, Gevo, Inc. (the "Company") and Scandinavian Airlines System ("SAS" and, together with the Company, the "Parties" and, each, a "Party") entered into Amendment No. 1 (the "Amendment") to the Fuel Sales Agreement, dated October 28, 2019, by and between the Company and SAS (as amended by the Amendment, the "Agreement"), pursuant to which the Company agreed, subject to the terms and conditions set forth in the Agreement, to supply alcohol to jet fuel to SAS. The Parties entered into the Amendment to, among other things, increase the minimum annual contract quantity to be purchased under the Agreement to 5,000,000 gallons per year. The Agreement became effective on October 28, 2019 and will continue in full force and effect until terminated pursuant to the terms of the Agreement. Performance under the Agreement is subject to certain conditions as set forth below, including, but not limited to, completion of a production facility to produce the alcohol to jet fuel contemplated by the Agreement.

The Company will not be obligated to deliver any alcohol to jet fuel under the Agreement unless and until the date (the "Commencement Date") specified by the Company in a written notice to SAS, furnished not less than 60 days prior to such date, that the Facility (as defined below) has achieved commercial operation and is able to produce and deliver the alcohol to jet fuel purchased pursuant to the Agreement has occurred. "Facility" means a facility for the production, refining and delivery of alcohol to jet fuel with a nameplate capacity of up to 12 million USG of hydrocarbon products (including, but not limited to, biojet fuel, isooctane and isooctene) per year, to be developed and constructed by the Company at its sole expense.

The Company will sell the alcohol to jet fuel to SAS at certain prices based on annual aggregate volume, as set forth in the Agreement. The Agreement also contains customary representations, warranties, covenants and confidentiality provisions, and also contains mutual indemnification obligations.

Either Party will be permitted to terminate the Agreement at any time upon not less than 12 months' prior written notice to the other Party, subject to certain conditions, including that the notice shall not come into effect prior to the fifth (5th) anniversary of the commencement of deliveries under the Agreement.

Notwithstanding any contrary provision in the Agreement, if the Commencement Date has not occurred by June 30, 2024, SAS will have the right to cancel the Agreement (without any liability of either Party arising therefrom) on not less than 30 days' prior written notice to the Company.

The foregoing description of the Agreement (including the Amendment) does not purport to be complete and is subject to, and qualified in its entirety by, the full text of such documents, a copy of which are attached hereto as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K, and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.






(d) Exhibits.



Exhibit
  No.      Description
 10.1†       Fuel Sales Agreement, dated October 28, 2019, by and between Gevo,
           Inc. and Scandinavian Airlines System.
 10.2†       Amendment No. 1 to Fuel Sales Agreement, dated February 16, 2021, by
           and between Gevo, Inc. and Scandinavian Airlines System.

† Certain portions of the exhibit have been omitted pursuant to Rule 601(b)(10) of Regulation S-K. The omitted information is (i) not material and (ii) would likely cause competitive harm to the Company if publicly disclosed.

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