Global Gas(HGAS) - 2022 Q2 - Quarterly Report

Financial Performance - The company reported a net income of approximately $7.4 million for the three months ended June 30, 2022, primarily due to non-operating gains from the change in fair value of derivative warrant liabilities and forgiveness of deferred underwriting commissions[141]. - For the three months ended June 30, 2021, the company reported a net loss of approximately $2.7 million, primarily due to a non-operating loss of $2.4 million from the change in fair value of derivative warrant liabilities[142]. - For the six months ended June 30, 2022, the company achieved a net income of approximately $10.6 million, which included a non-operating gain of $5.9 million from the change in fair value of derivative warrant liabilities[143]. - For the six months ended June 30, 2021, the company reported a net income of approximately $3.3 million, driven by a non-operating gain of $3.8 million from the change in fair value of derivative warrant liabilities[144]. - The company incurred approximately $1.4 million in general and administrative expenses for the six months ended June 30, 2022[143]. - The company incurred approximately $1.0 million in general and administrative expenses for the three months ended June 30, 2022[141]. IPO and Capital Structure - The company completed its initial public offering on December 22, 2020, raising gross proceeds of $172.5 million from the sale of 17,250,000 units at $10.00 per unit[120]. - The underwriters exercised their over-allotment option in full on December 22, 2020, resulting in the issuance of 2,250,000 additional units[156]. - The company completed a private placement of 4,850,000 private placement warrants at a price of $1.00 per warrant, generating proceeds of $4.85 million[148]. - As of June 30, 2022, the company had 1,182,054 shares of Class A common stock subject to possible redemption, presented at redemption value as temporary equity[160]. Business Combination and Merger - The company has until December 22, 2023, to complete a business combination, or it will face mandatory liquidation[134]. - The proposed merger with TradeZero includes a cash disbursement of up to $30 million to TradeZero's shareholders at closing[128]. - The merger agreement allows for the issuance of up to 9,000,000 additional shares of New TradeZero Common Stock based on certain performance milestones[128]. - The company intends to complete the proposed business combination before the mandatory liquidation date but acknowledges uncertainty in achieving this goal[138]. Financial Position and Obligations - As of June 30, 2022, the company had a working capital deficit of approximately $2.9 million and only $6,000 in its operating bank account[132]. - The company has incurred no operating revenues to date and will only generate non-operating income from interest on cash equivalents held in the trust account[140]. - The company has a working capital loan agreement that allows for up to $1.5 million to be convertible into warrants of the post-business combination entity at a price of $1.00 per warrant[152]. - As of June 30, 2022, the company had no off-balance sheet arrangements or contractual obligations[171]. Accounting and Reporting - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards[166]. - The company is evaluating the benefits of reduced reporting requirements under the JOBS Act, which may exempt it from certain disclosures for five years post-IPO[167]. - The FASB issued ASU 2022-03, effective for fiscal years beginning after December 15, 2023, which clarifies fair value measurement for equity securities with contractual sale restrictions[168]. - The company does not anticipate any material effects on its financial statements from recently issued accounting pronouncements that are not yet effective[169]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[172]. - The company has not engaged in any hedging activities since inception and does not expect to do so in the future[172].