Global Gas(HGAS) - 2022 Q3 - Quarterly Report

Financial Performance - For the three months ended September 30, 2022, the company reported a net loss of approximately $1.4 million, primarily due to general and administrative expenses of approximately $1.4 million[149]. - For the three months ended September 30, 2021, the company had a net income of approximately $1.8 million, driven by a non-operating gain of approximately $2.0 million from the change in fair value of derivative warrant liabilities[150]. - For the three months ended September 30, 2022, the company achieved a net income of approximately $9.2 million, which included a non-operating gain of approximately $5.9 million from the change in fair value of derivative warrant liabilities[151]. - The company has not generated any operating revenues to date and will only do so after completing its initial business combination[148]. - The diluted net income per share for the three and nine months ended September 30, 2022, and 2021 is the same as basic net income per share due to the contingent nature of warrants[171]. Initial Public Offering and Financial Position - The company raised gross proceeds of $172.5 million from its initial public offering, with offering costs of approximately $10.0 million[126]. - As of September 30, 2022, the company had approximately $172.5 million held in the trust account from the initial public offering[155]. - As of September 30, 2022, the company had a working capital deficit of approximately $4.4 million and only $300 in its operating bank account[138]. - Stockholders holding 16,409,033 public shares redeemed their shares for approximately $164.1 million, leaving about $8.4 million in the trust account[131]. - The company has a total of 1,182,054 shares of Class A common stock subject to possible redemption, presented at redemption value as temporary equity[168]. Business Combination and Liquidation - The company has until December 22, 2023, to complete a business combination, or it will face mandatory liquidation[140]. - If the company does not complete a business combination by December 22, 2023, the proceeds will be part of the liquidating distribution to public stockholders[157]. - The proposed merger with TradeZero involves a cash disbursement of up to $30 million to TradeZero's shareholders at closing[134]. - The merger agreement includes provisions for earn-out shares, with up to 9,000,000 additional shares contingent on achieving specific stock price milestones[134]. - Following the special meeting on June 14, 2022, the deadline for completing a business combination was extended to December 22, 2023[141]. - The company has a liquidity concern due to the uncertainty of completing a business combination by the deadline[140]. - The company has not made adjustments to asset or liability carrying amounts in anticipation of potential liquidation after December 22, 2023[145]. Regulatory and Compliance Matters - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards[174]. - 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[175]. - The company expects to incur increased expenses due to being a public company, including legal and financial reporting costs[148]. - The company has a promissory note with the Sponsor for up to $200,000 to cover initial public offering expenses, of which approximately $31,000 was borrowed[158]. - The company has not engaged in any hedging activities since inception and does not expect to do so in the future[180]. - As of September 30, 2022, there were no off-balance sheet arrangements or commitments[179]. - The FASB issued ASU 2022-03, effective for fiscal years beginning after December 15, 2023, which clarifies fair value measurement of equity securities subject to contractual sale restrictions[177]. - The company does not believe any recently issued accounting pronouncements will materially affect its financial statements[178]. Management and Operational Concerns - Management continues to assess the impact of the COVID-19 pandemic, which remains indeterminate as of the latest reporting dates[146]. - The company incurred $30,000 in administrative services expenses for the three months ended September 30, 2022, under an agreement with the Sponsor[160]. - The public and private placement warrants are recognized as derivative liabilities at fair value, with the initial fair value of public warrants measured using a Monte Carlo simulation model[173].