HGAS 10-K & 10-Q changes, risk factors and insider trading
Global Gas Corp (also HGASW) · OTC · Industrial Inorganic Chemicals · CIK 1817232 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Involvement of members of our management and companies with which they are affiliated in litigation unrelated to our business affairs could impact our ability to consummate an initial business combination.”
Removed heading “A significant portion of Global Gas’ total outstanding shares is restricted from immediate resale but may be sold into the market in the near future, which could cause the market price of Global Gas Common Stock to decline significantly, even if Global Gas’ business is doing well.”
Largest changes
“Involvement of members of our management and companies with which they are affiliated in litigation unrelated to our business affairs could impact our ability to consummate an initial business combination.”see in full comparison
“In addition, on July 25, 2025, Captains Neck Holdings LLC filed a separate lawsuit in New York State Court (Index No. 654422/2025) alleging the improper fraudulent conveyance of Captains Neck’s shares held by dMY to the benefit of 52 named defendants, including defendants Harry L. You, Niccolo de Masi, and 50 other recipients. On August 20, 2025, Defendants Harry L. You and Niccolo de Masi submitted a Motion to Stay the case on behalf of all named defendants arguing its relatedness to the case ongoing since 2020. …”see in full comparison
“Members of our management team and companies with which they are affiliated may be involved in litigation relating to their business affairs unrelated to our company. As disclosed in other filings, one example involves a case originally filed in August 2020 in which dMY Technology Group, Inc. and dMY Sponsor, LLC (collectively “dMY”) filed an action in New York State court against Carter Glatt, our Chief Executive Officer, and Captains Neck Holdings, LLC, owned by Mr. Glatt. That case is ongoing and in addition to denying all claims made asserted by plaintiffs, Mr. …”see in full comparison
“A significant portion of Global Gas’ total outstanding shares is restricted from immediate resale but may be sold into the market in the near future, which could cause the market price of Global Gas Common Stock to decline significantly, even if Global Gas’ business is doing well.”see in full comparison
“While these ongoing cases do not represent any material risk to our business, they, like any other litigation unrelated to our business affairs that involves members of our management, could be detrimental to our reputation and could indirectly negatively affect our business going forward.”see in full comparison
“The market price of Global Gas Common Stock could decline as a result of sales of a large number of shares of Global Gas Common Stock in the market after the Closing, or the perception that these sales could occur. Upon consummation of the Business Combination, the Sellers received 4,300,000 shares of Class B Common Stock, of which 1,600,000 shares were subsequently forfeited in March 2024 leaving an aggregate of 2,700,000 shares of Class B Common Stock outstanding, which is exchangeable for shares of Class A Common Stock on a one-for-one basis. …”see in full comparison
Full comparison: every changed paragraph (10)
We currently do not
have have
any customers and have not generated any significant revenue. If we fail to implement our business strategy, our financial
condition and results of
operations could be adversely affected. Our future financial performance and success depend in large part
on our ability to successfully
implement our business strategy. We cannot assure you that we will be able to successfully implement
our business strategy or be able
to improve our operating results. In particular, we cannot assure you that we will successfully
negotiate and sign contracts with customers
and suppliers nor can we assure you that we will be able to successfully execute our
contracts if signed. Potential projects are added
to the project development pipeline only after Global Gas has met with the
potential customer, discussed the scope of the project and
discussed the project’s feasibility, preliminary sizing and design.
Implementation of our business strategy may be impacted by factors
outside of our control, including competition, commodity price
fluctuations, industry, legal and regulatory changes or developments and
general economic and political conditions. Any failure to
successfully implement our business strategy could adversely affect our financial
condition and results of operations. We may, in
addition, decide to alter or discontinue certain aspects of our business strategy at any
time.
Involvement of members of our management and companies with which they are affiliated in litigation unrelated to our business affairs could impact our ability to consummate an initial business combination.
Members of our management team and companies with which they are affiliated may be involved in litigation relating to their business affairs unrelated to our company. As disclosed in other filings, one example involves a case originally filed in August 2020 in which dMY Technology Group, Inc. and dMY Sponsor, LLC (collectively “dMY”) filed an action in New York State court against Carter Glatt, our Chief Executive Officer, and Captains Neck Holdings, LLC, owned by Mr. Glatt. That case is ongoing and in addition to denying all claims made asserted by plaintiffs, Mr. Glatt and Captain’s Neck are pursuing counterclaims that include claims for fraudulent misrepresentation, breach of contract, conversion, and unjust enrichment against Harry L. You, the former Chairman of dMY Technology, Niccolo de Masi, the former CEO of dMY Technology, and Rush Street Interactive (fka dMY Technology Group).
In addition, on July 25, 2025, Captains Neck Holdings LLC filed a separate lawsuit in New York State Court (Index No. 654422/2025) alleging the improper fraudulent conveyance of Captains Neck’s shares held by dMY to the benefit of 52 named defendants, including defendants Harry L. You, Niccolo de Masi, and 50 other recipients. On August 20, 2025, Defendants Harry L. You and Niccolo de Masi submitted a Motion to Stay the case on behalf of all named defendants arguing its relatedness to the case ongoing since 2020. On November 3, 2025, Captains Neck filed an Opposition to the Motion to Stay arguing the fraudulent conveyance is pursuing different claims and names 50 different defendants not involved in the previously filed litigation. Captains Neck argued that if the Court was inclined to issue a Stay, it should only do so on condition that Harry L. You and Niccolo de Masi, the moving defendants seeking the Stay, be required to post an undertaking for approximately $9.1mm, the value of the shares that were fraudulently transferred plus applicable pre-judgement interest since the date of improper transfer. On November 5, 2025, 3 separate groups of named parties filed motions to dismiss the claims.
While these ongoing cases do not represent any material risk to our business, they, like any other litigation unrelated to our business affairs that involves members of our management, could be detrimental to our reputation and could indirectly negatively affect our business going forward.
A significant portion of Global Gas’
total outstanding shares is restricted from immediate resale but may be sold into the market in the near future, which could cause the
market price of Global Gas Common Stock to decline significantly, even if Global Gas’ business is doing well.
The market price of Global
Gas Common Stock could decline as a result of sales of a large number of shares of Global Gas Common Stock in the market after the Closing,
or the perception that these sales could occur. Upon consummation of the Business Combination, the Sellers received 4,300,000 shares of
Class B Common Stock, of which 1,600,000 shares were subsequently forfeited in March 2024 leaving an aggregate of 2,700,000 shares
of Class B Common Stock outstanding, which is exchangeable for shares of Class A Common Stock on a one-for-one basis. At any time
after the expiration of a lock-up to which such shares are subject, certain stockholders are entitled, under the Registration Rights
Agreement, to certain rights with respect to the registration of the offer and sale of those shares under the Securities Act, including
requesting Global Gas file a registration statement to register the offer and sale of their shares. Global Gas is also obligated to register
certain shares of Global Gas Common Stock purchased by the Meteora Entities pursuant to the Forward Purchase Agreement and Subscription
Agreement.
In addition, Global Gas expects
to file a registration statement to register shares reserved for future issuance under Global Gas’ equity compensation plans. Upon
effectiveness of that registration statement, subject to the satisfaction of applicable vesting restrictions and the expiration or waiver
of the market standoff agreements and lock-up agreements referred to above, the shares issued upon exercise of outstanding stock
options, restricted stock unit awards, and warrants or the vesting of other equity awards granted under such plans will be available for
immediate resale in the public market.
Sales of Global Gas Common
Stock as restrictions end or pursuant to registration rights may make it more difficult for Global Gas to sell equity securities in the
future at a time and at a price that Global Gas deems appropriate. These sales also could cause the trading price of Global Gas Common
Stock to fall and make it more difficult for you to sell shares of Global Gas Common Stock at a time and price that you deem appropriate.
Our
Warrants are exercisable
at $11.50 per share.share Onwhich March 28, 2025, the closing price of our Class A Common Stock was $0.23. Accordingly, the exercise prices of the
Warrants on such date wereis greater than the current market price of our Class A Common Stock. Such Warrants
are therefore unlikely to
be exercised and the Company would not receive any proceeds from such exercise of the Warrants. Whether any
holders of Warrants determine
to exercise such Warrants, which would result in cash proceeds to the Company, will likely depend upon
the market price of our Class A
Common Stock at the time of any such holder’s determination.
Management's Discussion & Analysis (MD&A)
New heading “Growth Strategy”
New heading “Interest expense”
Removed heading “Recent Developments”
Removed heading “Business Combination”
Removed heading “Employment Agreement”
Removed heading “Forfeiture Agreements”
Removed heading “Delisting of common stock and warrants”
Removed heading “Business Combinations”
Largest changes
“On December 22, 2023, the Company received a notice (the “Notice”) from the staff of the Listing Qualifications Department of Nasdaq indicating that, unless the Company timely requested a hearing before the Nasdaq Hearings Panel (the “Panel”), the Company’s securities (common stock and warrants) would be subject to suspension and delisting from Nasdaq on January 3, 2024, due to the Company’s failure to satisfy the initial listing standards of The Nasdaq Capital Market upon closing of the Company’s previously announced business combination in accordance with Nasdaq Rule 5101-2. …”see in full comparison
“In accordance with the terms and subject to the conditions of the Purchase Agreement, at the closing of the Business Combination (the “Closing”), (a) Dune will contribute to Holdings all of its assets (excluding its interests in Holdings and the aggregate amount of cash proceeds required to satisfy any redemptions by Dune’s public stockholders (“Dune Stockholder Redemptions”)), and in exchange therefore, Holdings will issue to Dune a number of common equity units of Holdings (“Holdings Common Units”) which will equal the number of total shares of Dune’s Class A common stock, par value $0.0001 …”see in full comparison
“The Business Combination was accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, although Dune acquired all of the outstanding equity interests of Global Hydrogen in the Business Combination, Dune was treated as the “acquired” company and Global Hydrogen was treated as the accounting acquirer for financial statement reporting purposes. Accordingly, the Business Combination was treated as the equivalent of Global Hydrogen issuing stock for the net assets of Dune, accompanied by a recapitalization. …”see in full comparison
“The Company accounts for business combinations using the acquisition method when it has obtained control. The Company measures goodwill as the fair value of the consideration transferred including the fair value of any non-controlling interest recognized, less the net recognized amount of the identifiable assets acquired and liabilities assumed, all measured at their fair value as of the acquisition date. Transaction costs, other than those associated with the issuance of debt or equity securities, that the Company incurs in connection with a business combination are expensed as incurred.”see in full comparison
“Effective June 17, 2024, William Bennet Nance, Jr., the former Chief Executive Officer of Global Hydrogen and a former director of the Company, was terminated by the Company for “Cause” (as defined in the employment agreement) and his related employment agreement with Global Hydrogen was terminated. Pursuant to the employment agreement, Mr. Nance’s termination as an officer triggered his immediate and automatic resignation as a director of the Company.”see in full comparison
Full comparison: every changed paragraph (52)
The following “Management’s Discussion
Discussion and Analysis of Financial Condition and Results of Operations” should be read in conjunction with our audited consolidated financial
financial statements for the yearyears ended December 31, 20242025 and for the period from February 16, 2023 (inception) to December 31, 2023,
our audited financial statements for the period from February 16, 2023 (inception) to March 31, 2023,2024 and other information included elsewhere
in this report. This discussion contains
forward-looking statements that involve risks and uncertainties. Our actual results could differ
materially from such forward-looking
statements. Factors that could cause or contribute to those differences include, but are not limited
to, those identified below and those
discussed in the sections titled “Risk Factors” and “Cautionary Note Regarding
Forward-Looking Statements” included
elsewhere in this report. Additionally, our historical results are not necessarily indicative
of the results that may be expected in any
future period. Amounts are presented in U.S. dollars.
Overview
Global Gas Corporation is
a nascent pure-play
hydrogen and carbon recovery project developer and industrial gas supplier that has commenced initial operations and
is building a growing
project development pipeline. Potential projects are added to the project development pipeline only after Global
Hydrogen has met with
the potential customer, discussed the scope of the project and discussed the project’s feasibility, preliminary
sizing and design.
Since its inception, Global Hydrogen has worked to establish relationships in the form of channel checks with non-exclusive independent
independent equipment suppliers and discussions with vendors, but the Company has not yet generated any revenue or reached final terms
with any paying customers or suppliers.vendors. As we expand our operations, we intend to offer potential customers reliable, low-carbon
and clean
hydrogen, pure carbon dioxide, and other gases generated from a variety of feedstocks. We intend for our operations to include
(i) the
sourcing, identification, evaluation and vetting of offtake customers seeking to purchase industrial gases, (ii) the securing
of of
local feedstocks, equipment, and utilities, (iii) the planning and management of projects and (iv) the structuring and financing of
of our projects. We intend to offer our customers attractive pricing as we select and secure local, often waste, feedstock, and plan to deploy
deploy established industrial gas generation, storage, compression, and dispensing technologies in our projects. On each planned project, we
we seek to sell multiple gas products, sourced from a single feedstock, for offtake to customers. We also intend to utilize and bring to
to market secondary offtake products such as oxygen. Global Hydrogen is currently a minority-owned business and we are targeting both privately-
privately- and publicly-funded hydrogen development and selected carbon recovery projects, including projects supported by local, county, state,
state, and national-level governments in North America, Western Europe, and Great Britain.
Growth Strategy
Global Gas has not yet generated
any revenue and does not anticipate generating revenue from the sale of systems and equipment to customers in 2025. Global Hydrogen
management actively reviews its
project development pipeline and activity with potential customers. Potential projects are added to the
project development pipeline only
after Global Hydrogen has met with the potential customer, discussed the scope of the project and discussed
the project’s feasibility,
preliminary sizing and design. Management has determined that its projections are reasonable based on
its review and status of its potential
projects. Global Hydrogen has not yet successfully closed on any project.
Recent Developments
Recent events impacting our business are as follows:
Business Combination
On May 14, 2023, the Company,
entered into a Unit Purchase Agreement (the “Purchase Agreement”), by and among Global Gas Holdings LLC, a Delaware limited
liability company and a direct, wholly owned subsidiary of Dune (“Holdings”), Dune Acquisition Corporation, a Delaware corporation
(“Dune”).
In accordance with the terms
and subject to the conditions of the Purchase Agreement, at the closing of the Business Combination (the “Closing”), (a) Dune
will contribute to Holdings all of its assets (excluding its interests in Holdings and the aggregate amount of cash proceeds required
to satisfy any redemptions by Dune’s public stockholders (“Dune Stockholder Redemptions”)), and in exchange therefore,
Holdings will issue to Dune a number of common equity units of Holdings (“Holdings Common Units”) which will equal the number
of total shares of Dune’s Class A common stock, par value $0.0001 per share (“Dune Class A Common Stock”), issued and
outstanding immediately after the Closing (taking into account any equity financing agreements entered into by Dune between the signing
date of the Purchase Agreement and the Closing and giving effect to all Dune Stockholder Redemptions) (such transactions, the “SPAC
Contribution”) and (b) immediately after the SPAC Contribution, the members of the Company will transfer, convey, assign and deliver
all of the limited liability company equity interests of the Company (“Company Units”) to Holdings in exchange for shares
of Dune’s Class B voting non-economic common stock, par value $0.0001 per share (“Dune Class B Common Stock” and, together
with Dune Class A Common Stock, “Dune Common Stock”), and Holdings Common Units (together with the SPAC Contribution, the
“Combination Transactions”), as a result of which, (i) each issued and outstanding Company Unit immediately prior to the Combination
Transactions will be held by Holdings, (ii) each Seller will receive an aggregate number of Holdings Common Units and shares of Dune Class
B Common Stock equal to the number of Company Units held by such Seller, multiplied by the Company Exchange Ratio (as defined below),
and (iii) Dune will change its name to Global Gas Corporation (“New Global Hydrogen”) and New Global Hydrogen will be the
publicly traded reporting company in an “Up-C” Structure (clauses (i) through (iii) collectively, and together with the Combination
Transactions and the other transactions contemplated by the Purchase Agreement, being referred to collectively hereafter as the “Transactions”).
On December 21, 2023 (the
“Closing “), the Business Combination was consummated. In connection with the closing of such Business Combination, the Company
changed its name to Global Gas Corporation, and on December 22, 2023, the Company’s Class A Common Stock (as defined below) and
warrants began trading on The Nasdaq Capital Market (“Nasdaq”).
In
accordance with the terms and subject to the conditions of the Purchase Agreement and the other transactions contemplated thereby (the
“Business Combination”), at the closing of the Business Combination on December 21, 2023, (a) Dune contributed to Holdings
all of its assets (excluding its interests in Holdings and the aggregate amount of cash proceeds required to satisfy redemptions by Dune’s
public stockholders (“Stockholder Redemptions”)), and in exchange therefore, Holdings issued to Dune a number of common equity
units of Holdings (“Holdings Common Units”) which equal the number of total shares of Class A common stock, par value $0.0001
per share (“Class A Common Stock”), of Dune issued and outstanding immediately after the Closing (giving effect to all Stockholder
Redemptions) (such transactions, the “SPAC Contribution”) and (b) immediately after the SPAC Contribution, the Sellers transferred,
conveyed, assigned and delivered all of the limited liability company equity interests of Global Hydrogen (“Global Hydrogen Units”)
to Holdings in exchange for shares of Class B voting non-economic common stock, par value $0.0001 per share (“Class B Common Stock”),
of Dune and Holdings Common Units (together with the SPAC Contribution, the “Combination Transactions”), as a result of which,
(i) each issued and outstanding Global Hydrogen Unit immediately prior to the Combination Transactions is now held by Holdings, (ii) each
Seller received an aggregate number of Holdings Common Units and shares of Class B Common Stock, in each case, equal to the number of
Global Hydrogen Units held by such Seller, multiplied by the applicable exchange ratio, and (iii) Dune changed its name to Global Gas
Corporation and the Company became the publicly traded reporting company. The effective time of the Business Combination on the Closing
Date is referred to as the “Effective Time.”
The Business Combination
was accomplished through what is commonly referred to as an “Up-C” structure, which is often used by partnerships and limited
liability companies undertaking an initial public offering. The “Up-C” structure allowed the Sellers, who became equity holders
of Holdings upon the consummation of the Combination Transactions, to retain their equity ownership in Holdings, an entity that is classified
as a partnership for United States federal income tax purposes, in the form of Holdings Common Units after the Closing, and provides potential
future tax benefits for both the Company and Holdings’ equity holders (other than the Company) after the Closing when they ultimately
exchange their Holdings Common Units.
In accordance with the terms
and subject to the conditions of the Purchase Agreement, at the Closing, the issued and outstanding Global Hydrogen Units of each Seller
were transferred, conveyed, assigned and delivered in exchange for (i) a number of shares of Class B Common Stock equal to the product
of (x) the number of Global Hydrogen Units held by such Seller and (y) the exchange ratio determined by dividing (A) the quotient of $43,000,000
divided by the number of Global Hydrogen Units issued and outstanding immediately prior to the Closing by (B) $10.00 per share and (ii)
a number of Holdings Common Units equal to the number of shares of Class B Common Stock received by such Seller pursuant to clause (i)
hereof.
The
Business Combination was accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, although
Dune acquired all of the outstanding equity interests of Global Hydrogen in the Business Combination, Dune was treated as the “acquired”
company and Global Hydrogen was treated as the accounting acquirer for financial statement reporting purposes. Accordingly, the Business
Combination was treated as the equivalent of Global Hydrogen issuing stock for the net assets of Dune, accompanied by a recapitalization.
The net assets of Dune were stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business
Combination were those of Global Hydrogen.
Employment Agreement
Effective June 17, 2024,
William Bennet Nance, Jr., the former Chief Executive Officer of Global Hydrogen and a former director of the Company, was terminated
by the Company for “Cause” (as defined in the employment agreement) and his related employment agreement with Global Hydrogen
was terminated. Pursuant to the employment agreement, Mr. Nance’s termination as an officer triggered his immediate and automatic
resignation as a director of the Company.
Forfeiture Agreements
On
March 4, 2024, the Company entered into Forfeiture Agreements” with certain holders of the Company’s Class B common stock.
Pursuant to the Forfeiture Agreements, such holders forfeited an aggregate of 1,600,000 Forfeited Shares in exchange for consideration
previously received. After the forfeitures of the Forfeited Shares pursuant to the Forfeiture Agreements, such holders continue to hold
an aggregate of 2,700,000 shares of the Company’s Class B common stock.
Delisting of common stock and warrants
On
December 22, 2023, the Company received a notice (the “Notice”) from the staff of the Listing Qualifications Department of
Nasdaq indicating that, unless the Company timely requested a hearing before the Nasdaq Hearings Panel (the “Panel”), the
Company’s securities (common stock and warrants) would be subject to suspension and delisting from Nasdaq on January 3, 2024, due
to the Company’s failure to satisfy the initial listing standards of The Nasdaq Capital Market upon closing of the Company’s
previously announced business combination in accordance with Nasdaq Rule 5101-2. Specifically, the Company was unable to demonstrate compliance
with the Stockholders Equity, Publicly Held Shares, Market Value of Listed Securities and Market Value of Publicly Held Shares requirements
set forth in Nasdaq Rule 5505. The Company timely requested a hearing before the Panel, which resulted in a stay of any suspension or
delisting action pending the hearing. The Company was granted until June 20, 2024 to demonstrate compliance with the above-referenced
listing rules but was unable to do so by such date. As a result, on June 21, 2024, the Company received notice that the Panel had determined
to delist the Company’s securities from Nasdaq and would suspend trading in its securities on the exchange effective at the open
of business on June 25, 2024. Since the delisting, the Company’s common stock and warrants have been trading on the OTCQB with trading
symbols “HGAS” and “HGASW”, respectively.
As of December 31, 2024,
2025, the CompanyCompany’s has notrevenue
was generated anyfrom revenue.one contract. As of December 31, 2024,2025, the Company’s expenses have been related to initial operations
and efforts
to source materials for future projects and to undertake conversations with potential customers.
The following tables set
sets forth our consolidated statement
statements of operations for the yearyears ended December 31, 20242025 and the period from February 16, 2023 (inception)
to December 31, 2023,2024, and the dollar and percentage change between the two periods:
Revenue
For the years ended December 31, 2025 and 2024, the Company recognized $33,012 and $0, respectively, of revenue from a project recognized on a net basis.
General and administrative
expenses increased decreased
by $143,350$352,722 for the year ended December 31, 20242025 compared to the periodyear from February 16, 2023 (inception) toended December
31, 2023,2024, primarily related to stock based compensation expense, franchise tax expense,
legal fees and professional fees.
Other income
During the years ended December 31, 2025 and 2024, the Company received a refund of Delaware franchise taxes overpaid in 2023 of $202,173 and $0, respectively.
Start-up costs
Start-up cost of $574 was
incurred at inception of the Company for the period from February 16, 2023 (inception) to December 31, 2023, respectively.
For the yearyears ended December
31, 2024 and the period from February 16, 2023 (inception) to December 31, 2023,2025 and 2024,
the Company earned $17,033$2,955 and $1,051,$17,033, respectively,
of interest income on cash equivalents.balances at bank.
Interest expense
For the years ended December 31, 2025 and 2024, the Company incurred $14,701 and $0 respectively, of interest expense on its convertible promissory notes.
The
change in fair value of warrant liabilities
for the years ended December 31, 2025 and 2024 of $404,250$10,780 and $107,800,$404,250, respectively, is recognized into other expenseincome and other income
foron the yearconsolidated
statement endedof December 31, 2024 and the period from February 16, 2023 (inception) to December 31, 2023.operations.
Since inception, the Company’s
primary sources
of liquidity have been cash flows from contributions from a member and a related party. The Company had $114,146$48,713 in cash
and cash equivalents,cash, a working capital
deficit of $418,940,$280,160, and an accumulated deficit of $446,808$422,472 as of December 31, 2024.2025.
The Company intends to operate
with its current
cash and cash equivalents on hand. In the future, the Company may borrow money and sell equity to finance its operations.
As the Company has a limited operating
history, its liquidity and capital resources may change substantially from past results.
Cash flows for the yearyears ended December 31,
2024 2025 and the period from February 16, 2023 (inception) to December 31, 2023.2024
The following table summarizes
cash flows from
operating, operatinginvesting and financing activities for the yearyears ended December 31, 20242025 and the period from February 16, 2023 (inception)
to December 31, 20232024:
Net cash and cash equivalents used in operating activities for the
year ended December 31, 2024 was $1,344,037, primarily related the decrease in accounts payable and accrued expenses, increase in deposit,
increase in stock-based compensation expense and increase in prepaid expenses and other receivables and change in fair value of warrant
liabilities partially offset by an increase in deferred revenue and net loss for the period.
Net cash and cash equivalents
used in operating activities for the periodyear from February 16, 2023 (inception) toended December 31, 2023
2025 was $159,196,$63,226, primarily related to
the net loss for the period partially offset by the increasedecrease in contract liabilities and repayment of accounts payable and– accruedrelated expense.party.
Net cash used in operating activities for the year ended December 31, 2024 was $1,344,037 primarily related the decrease in accounts payable and accrued expenses, increase in stock-based compensation expense and increase in prepaid expenses and other receivables and change in fair value of warrant liabilities partially offset by the net loss for the period.
Net cash andused cash equivalents provided byin financing activities duringfor the
the year ended December 31, 20242025 was $274,855,$2,207, consisting primarily of thepayments proceedsto receiveda fromrelated forward purchase agreement contract.party.
Net cash and cash equivalents
provided by financing activities duringthe
year the period from February 16, 2023 (inception) toended December 31, 20232024 was $1,342,524,$274,855, consisting
primarily of capitalthe contributionproceeds received from members,the proceedsforward frompurchase reverseragreement recapitalization and proceeds from promissory notes – related
party.contract.
Critical Accounting PoliciesEstimates
A summary of our significant
accounting policies
is included in Note 3, “Summary of significant accounting policies” to the accompanying consolidated financial statements.
statements. Certain of our accounting policies are considered critical, as these policies require significant, difficult or complex judgments
by management,
often requiring the use of estimates about the effects of matters that are inherently uncertain. Our critical policies
are summarized in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of
our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
Management uses valuation
techniques in measuring the fair value of financial instruments, where active market quotes are not available.
Business Combinations
The Company evaluates whether
acquired net assets should be accounted for as a business combination or an asset acquisition by first applying a screen test to determine
whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar
identifiable assets. If so, the transaction is accounted for as an asset acquisition. If not, the Company applies its judgement to determine
whether the acquired net assets meets the definition of a business by considering if the set includes an acquired input, process, and
the ability to create outputs.
The Company accounts for
business combinations using the acquisition method when it has obtained control. The Company measures goodwill as the fair value of the
consideration transferred including the fair value of any non-controlling interest recognized, less the net recognized amount of the identifiable
assets acquired and liabilities assumed, all measured at their fair value as of the acquisition date. Transaction costs, other than those
associated with the issuance of debt or equity securities, that the Company incurs in connection with a business combination are expensed
as incurred.
Any contingent consideration
(“Earnout liabilities”) is measured at fair value at the acquisition date. For contingent consideration that does not meet
all the criteria for equity classification, such contingent consideration is required to be recorded at its initial fair value at the
acquisition date, and on each balance sheet date thereafter. Changes in the estimated fair value of liability-classified contingent consideration
are recognized on the consolidated statements of operations in the period of change.
When the initial accounting
for a business combination has not been finalized by the end of the reporting period in which the transaction occurs, the Company reports
provisional amounts. Provisional amounts are adjusted during the measurement period, which does not exceed one year from the acquisition
date. These adjustments, or recognition of additional assets or liabilities, reflect new information obtained about facts and circumstances
that existed at the acquisition date that, if known, would have affected the amounts recognized at that date.
Global Hydrogen does not
currently hold material
intellectual property beyond certain logos and domain names assigned to the Company by William Bennett Nance, Jr., the former Chief Executive
Jr.Officer and Founder of Global Hydrogen and a former director of the Company.
What changed in the latest 10-Q
Risk Factors
We could not find a separate Risk Factors item in the latest 10-Q. Some companies leave it out of quarterly reports; see the annual 10-K risk factors and the original filing. Open the filing on SEC.gov.
Management's Discussion & Analysis (MD&A)
Largest changes
Net cash used in operating activities for thesee in full comparisonthreesix months endedMarchJune31,30, 2025 was$39,413,$28,167, primarily related tonetalossdecreaseforcontractthe periodliabilities and a decreasecontractinliabilities.accounts payables - related party, offset by net income for the period.
For the three months endedsee in full comparisonMarchJune31,30, 2026 and 2025, the Company incurred$3,378 and $4,353, respectively,$3,414 of interest expense on its convertible promissorynotes.notes, and $6,792 and $7,767, respectively, for the six months ended June 30, 2026 and 2025.
The following “Management’s Discussion and Analysis of Financial Condition and Results of Operations” should be read in conjunction with our condensed consolidated financial statements for the three and six months endedsee in full comparisonMarchJune31,30, 2026 and 2025 and our audited financial statements as of the year ended December 31, 2025, included in Form 10-K10-Kfiled with the Securities and Exchange Commission (“SEC”) on April 15, 2026. This discussion and analysis contains forward-looking statementsstatementsthat involve risks and uncertainties. Our actual results could differ materially from such forward-looking statements. Factors that could cause or contribute to those differencesinclude, but are not limited to,include those identifiedbelow andbelow, thosediscussedidentified inthe sections titled“Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” included elsewhere in this report. Additionally, our historical results are not necessarily indicative of the results that may be expected in any future period. Amounts are presented in U.S. dollars.
The change in fair value of warrant liabilities for the three months endedsee in full comparisonMarchJune31,30, 2026 and 2025 of$1,340$25,600 and $4,040, respectively, and for the six months ended June 30, 2026 and 2025 of $24,260 and $8,080, respectively, is recognized into other income (expense) on the condensed consolidated statement of operations.
For the three months endedsee in full comparisonMarchJune31,30, 2026 and 2025, the Company earned$358$17 and$885,$874, respectively, of interest income on cash balances atbank.bank, and $375 and $1,759, respectively, for the six months ended June 30, 2026 and 2025.
“During the three and six months ended June, 30, 2025, the Company received a refund of Delaware franchise taxes overpaid in 2023 of $202,173.”see in full comparison
Full comparison: every changed paragraph (21)
The following “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” should be read in conjunction with our condensed consolidated financial statements for the three
and six months ended MarchJune 31,30, 2026 and 2025 and our audited financial statements as of the year ended December 31, 2025, included in Form
10-K 10-K
filed with the Securities and Exchange Commission (“SEC”) on April 15, 2026. This discussion and analysis contains forward-looking
statements statements
that involve risks and uncertainties. Our actual results could differ materially from such forward-looking statements. Factors
that could
cause or contribute to those differences include, but are not limited to,include those identified below andbelow, those discussedidentified in the sections titled
“Risk Factors” and “Cautionary
Note Regarding Forward-Looking Statements” included elsewhere in this report. Additionally,
our historical results are not necessarily
indicative of the results that may be expected in any future period. Amounts are presented
in U.S. dollars.
This report contains certain “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act of 1995 (the “PSLRA”). Forward-looking statements maycan be
identified by the use of words such as “anticipate,may,” “believe,” “continue,should,” “could,” “estimate,” “expects,”
“expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,”
“predict,” “project,” “should,” “would,” “will,” “shall,” “seek,”
“result,” “become,” “target” or other similar expressions that predict or indicate future events or trends
or that are not statements of historical matters, but the absence of these words does not mean a statement is not forward looking. Indications
of, and guidance or outlook on, future earnings, dividends or financial position or performance are also forward looking statements. These
forward-looking statements include, but are not limited to: (1) references with respect to the anticipated benefits of the proposed Business
Combination and anticipated closing timing; (2) the anticipated capitalization and enterprise value of the combined company following
the consummation of the proposed Business Combination; (3) current and future potential commercial and customer relationships; and (4)
anticipated demand for New Global’s product and service offerings.
These forward-looking statements involve significant risks and uncertainties
that could cause the actual results to differ materially, and potentially adversely, from those expressed or implied in the forward-looking
statements. Forward-lookingMost forward-looking statements are predictions,predictions or projections and other statements aboutof future events that are based on current
expectations and
assumptions and, as a result, are subject to risks and uncertainties. Most of these factors are outside the Company’s
control and are
difficult to predict. Factors that may cause such differences include, but are not limited to: (i) risks relating to the
uncertainty of
the projected financial information with respect to Global Hydrogen; (ii) risks relating to Global Hydrogen’s operations
and business,
including its ability to raise financing, hire employees, secure supplier, customer and other commercial contracts, obtain
licenses and information
technology and protect itself against cybersecurity risks; (iii) intense competition and competitive pressures
from other companies worldwide
in the industries in which it operates; (iv) litigation and the ability to adequately protect its intellectual
property rights; (v) changes
in applicable laws or regulations; and (vi) the possibility that Global Hydrogen may be adversely affected
by other economic, business
and/or competitive factors.
Global Gas Corporation is a nascent pure-play hydrogen and carbon recovery
project developer and industrial gas supplier that has commenced initial operations and is building a growing project development pipeline.
Potential projects are added to the project development pipeline only after Global Hydrogen has met with the potential customer, discussed
the scope of the project and discussed the project’s feasibility, preliminary sizing and design. Since its inception, Global Hydrogen
has worked to establish relationships in the form of channel checks with non-exclusivenonexclusive independent equipment suppliers and discussions
with vendors. As we expand our operations, we intend to offer potential customers reliable, low-carbon and clean hydrogen, pure carbon
dioxide, and other gases generated from a variety of feedstocks. We intend for our operations to include (i) the sourcing, identification,
evaluation and vetting of offtake customers seeking to purchase industrial gases, (ii) the securing of local feedstocks, equipment, and
utilities, (iii) the planning and management of projects and (iv) the structuring and financing of our projects. We intend to offer our
customers attractive pricing as we select and secure local, often waste, feedstock, and plan to deploy established industrial gas generation,
storage, compression, and dispensing technologies in our projects. On each planned project, we seek to sell multiple gas products, sourced
from a single feedstock, for offtake to customers. We also intend to utilize and bring to market secondary offtake products such as oxygen.
Global Hydrogen is currently a minority-owned business and we are targeting both privately- and publicly-funded hydrogen development and
selected carbon recovery projects, including projects supported by local, county, state, and national-level governments in North America,
Western Europe, and Great Britain.
In selecting feedstock to generate industrial gases, we will primarily
target renewable waste and will need to seek arrangements with owners of renewable waste feedstock, such as wastewater treatment plants,
landfills, food waste processing facilities, and agricultural farms, to access their renewable waste feedstock. In addition to generating
industrial gases from renewable waste feedstock, we plan to generate gases from non-renewable sources including pipeline natural gas.
We will need to seek arrangementarrangements with owners of such non-renewable feedstock.feedstocks. On projects where a non-renewable,non-renewable orfeedstock highis greenhouseused to
generate gas
output, energy source is used, as well as on selected other projects where such technology is required to produce clean hydrogen,
we may
deploy carbon recovery technology — more commonly known as carbon capture technology.
On the hydrogen side, we seek to serve traditional industrial gas customers,
and are particularly focused on plans to serve the rapidly growing hydrogen-as-energy-carrier market, comprising heavy duty hauling transportation
operators such as transit bus agencies, long haul truck fleet operators, truck leasing operators, and refuse collection truck operators, many
many of whom are considering deploying hydrogen fuel cell powertrainpower train vehicles to decarbonize their fleets which currently runs almost exclusively
exclusively on diesel. On the carbon dioxide side, we target both traditional industrial users of the gas, including food & beverage
grade users
such as brewers and beverage bottlers requiring carbonation, as well as emerging users such as the producers of green building
materials.
The following tables sets forth our condensed consolidated statements
of operations for the three and six months ended MarchJune 31,30, 2026 and 2025, and the dollar and percentage change between the two periods:
For the threesix months ended MarchJune 31,30, 2025, the Company recognized $33,012
of revenue from a project recognized on a net basis.
General and administrative expenses decreased by $45,530$15,121 and $60,651
for the three
and six months ended MarchJune 31,30, 2026 compared to the three and six months ended MarchJune 31,30, 2025, respectively, primarily related
to a decrease in legal fees and professional
fees.
Other income
During the three and six months ended June, 30, 2025, the Company received a refund of Delaware franchise taxes overpaid in 2023 of $202,173.
For the three months ended MarchJune 31,30, 2026 and 2025, the Company earned
$358$17 and $885,$874, respectively, of interest income on cash balances at bank.bank, and $375 and $1,759, respectively, for the six months ended June
30, 2026 and 2025.
For the three months ended MarchJune 31,30, 2026 and 2025, the Company incurred
$3,378 and $4,353, respectively,$3,414 of interest expense on its convertible promissory notes.notes, and $6,792 and $7,767, respectively, for the six months ended June 30,
2026 and 2025.
The change in fair value of warrant liabilities for the three months
ended MarchJune 31,30, 2026 and 2025 of $1,340$25,600 and $4,040, respectively, and for the six months ended June 30, 2026 and 2025 of $24,260 and $8,080,
respectively, is recognized into other income (expense) on the condensed consolidated statement
of operations.
Since inception, the Company’s primary sources of liquidity have been
cash flows from contributions from a member and a related party and from revenue from customers. The Company had $5,472$939 in cash, a working
capital deficit of $299,776,$323,857, and an accumulated deficit of $440,748$490,429 as of MarchJune 31,30, 2026.
Cash flows for the threesix months ended MarchJune 31,30, 2026 and 2025
The following table summarizes cash flows from operating, investing
and financing activities for the threesix months ended MarchJune 31,30, 2026 and 2025:
Net cash used in operating activities for the threesix months ended MarchJune
31,30, 2026 was $43,241,$69,411, primarily related to net loss and a decrease in accounts payable and accrued expenses.
Net cash used in operating activities for the threesix months ended MarchJune
31,30, 2025 was $39,413,$28,167, primarily related to neta lossdecrease forcontract the periodliabilities and a decrease contractin liabilities.accounts payables - related party, offset
by net income for the period.
Net cash usedprovided inby financing activities during the threesix months ended June
March30, 31, 20252026 was $707,$21,637, consisting of payment tomade on behalf of the Company by a related party.
Net cash used in financing activities during the six months ended June 30, 2025 was $2,207, consisting of payment to a related party.
HGAS insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding HGAS (13F)
None of the 59 investors we track reported a position in their latest 13F.