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Global Gas(HGAS) - 2023 Q3 - Quarterly Report
HGASGlobal Gas(HGAS)2023-11-14 21:05

Financial Performance - The company reported a net loss of approximately 1.3millionforthethreemonthsendedSeptember30,2023,comparedtoanetlossofapproximately1.3 million for the three months ended September 30, 2023, compared to a net loss of approximately 1.4 million for the same period in 2022 [147][148]. - For the nine months ended September 30, 2023, the company had a net loss of approximately 687,000,whileforthesameperiodin2022,itreportedanetincomeofapproximately687,000, while for the same period in 2022, it reported a net income of approximately 9.2 million [149][150]. - The company has not generated any operating revenues to date and will only do so after completing its initial business combination [146]. Business Combination - The company extended the deadline to complete a business combination to December 22, 2023, with stockholders redeeming approximately 160.7millioninpublicshares[132][133].−TheproposedbusinesscombinationwithGlobalHydrogenhasareducedshareconsiderationfrom160.7 million in public shares [132][133]. - The proposed business combination with Global Hydrogen has a reduced share consideration from 57.5 million to 48.0million[126].−Thebusinesscombinationisexpectedtocloseinthesecondhalfof2023,pendingstockholderapprovalandcustomaryclosingconditions[130].−ThecompanyhasuntilDecember22,2023,toconsummateabusinesscombination,raisingsubstantialdoubtaboutitsabilitytocontinueasagoingconcern[141][142].CashandInvestments−AsofSeptember30,2023,thetrustaccountheld48.0 million [126]. - The business combination is expected to close in the second half of 2023, pending stockholder approval and customary closing conditions [130]. - The company has until December 22, 2023, to consummate a business combination, raising substantial doubt about its ability to continue as a going concern [141][142]. Cash and Investments - As of September 30, 2023, the trust account held 12,080,509 in cash and investments, including approximately 318,000ininterestincome[123].−Thecompanyplaced318,000 in interest income [123]. - The company placed 172.5 million in the trust account at the closing of the initial public offering [154]. - As of September 30, 2023, the company had borrowed 20,000underapromissorynotefromtheSponsor,whichallowsforborrowingsupto20,000 under a promissory note from the Sponsor, which allows for borrowings up to 300,000 [159]. - The company has no borrowings under working capital loans as of September 30, 2023 [158]. Expenses and Costs - The company incurred 10,000inadministrativeservicesexpensesforthethreemonthsendedSeptember30,2023,and10,000 in administrative services expenses for the three months ended September 30, 2023, and 90,000 for the nine months ended September 30, 2023 [160]. - The company expects to incur increased expenses due to being a public company, including legal and financial reporting costs [146]. IPO and Underwriting - The company raised gross proceeds of 172.5millionfromitsinitialpublicoffering,withofferingcostsofapproximately172.5 million from its initial public offering, with offering costs of approximately 10.0 million [121]. - The company granted underwriters a 45-day option to purchase up to 2,250,000 additional units at the initial public offering price, resulting in an underwriting discount of 3,450,000(3,450,000 (0.20 per unit sold) paid at closing [163]. - On December 22, 2020, the company issued 2,250,000 units in connection with the underwriters' full exercise of the over-allotment option [163]. - The company entered into an amendment letter with Cantor Fitzgerald & Co. to waive the Deferred Discount, agreeing to an advisory fee of 3,800,000[165].LegalandSettlement−Thecompanyreceived3,800,000 [165]. Legal and Settlement - The company received 2.75 million as part of a settlement agreement related to the terminated TradeZero merger agreement [137]. - The company received 2.75millionfromalawsuitsettlementinJanuary2023,whichwasprimarilyusedtopayaccountspayableandexpenses[140].ReportingandDisclosures−AsofSeptember30,2023,thecompanyreportedaworkingcapitaldeficitofapproximately2.75 million from a lawsuit settlement in January 2023, which was primarily used to pay accounts payable and expenses [140]. Reporting and Disclosures - As of September 30, 2023, the company reported a working capital deficit of approximately 2.0 million [139]. - As of September 30, 2023, the company reported no off-balance sheet arrangements [167]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures [168].