Global Gas(US:HGAS)2023-04-10 20:02Financial Position and Obligations - As of December 31, 2022, the company had approximately $300 in cash and working capital of approximately $1.7 million, excluding tax obligations of approximately $205,000[88]. - The company had $11,970,547 in investments and cash held in the trust account as of December 31, 2022, which includes approximately $150,000 in interest income available for tax obligations[123]. - The company may need to seek additional financing to complete its initial business combination if the cash portion of the purchase price exceeds available funds, which could lead to restructuring or abandonment of the deal[110]. - The company must maintain a minimum stockholders' equity of $2.5 million and a minimum of 300 public holders to continue listing its securities on Nasdaq[149]. Business Combination Plans - The company expects to incur significant costs in pursuit of its acquisition plans and aims to complete its initial business combination by December 22, 2023[88]. - If the business combination is not consummated by the deadline, there will be a mandatory liquidation and subsequent dissolution of the company[88]. - The company may only be able to complete one business combination with the proceeds from the initial public offering, leading to a lack of diversification[123]. - The company may attempt to complete multiple business combinations simultaneously, which could increase costs and operational risks[125]. Risks and Liabilities - The per-share redemption amount for stockholders may be less than $10.00 due to potential claims against the trust account[89]. - Stockholders may be held liable for claims by third parties against the company to the extent of distributions received upon redemption of their shares[97]. - The company does not intend to comply with certain procedures under Delaware law that could limit stockholder liability in the event of a liquidation[98]. - The company may incur substantial debt to complete a business combination, which could adversely affect its leverage and financial condition[120]. Compliance and Regulatory Issues - A new 1% U.S. federal excise tax on stock repurchases will be imposed starting in 2023, which could reduce cash available for business combinations or redemptions[95]. - The interpretation and operation of the new Excise Tax remain unclear, and interim operating rules are subject to change[96]. - The company may face burdensome compliance requirements if deemed an investment company under the Investment Company Act, hindering its ability to complete a business combination[140]. - The company is subject to laws and regulations that may change, potentially having a material adverse effect on its business and results of operations[183]. Governance and Control - Initial stockholders control 20% of the company's common stock, allowing them to exert substantial influence over stockholder votes, including amendments to the certificate of incorporation[111]. - The company is not required to hold an annual meeting to elect new directors prior to the initial business combination, which may affect governance[99]. - The company has not adopted a policy prohibiting directors and officers from having financial interests in transactions, which may lead to conflicts of interest[134]. - The company may engage in business combinations with target businesses affiliated with its Sponsor or directors, potentially raising conflicts of interest[136]. Internal Controls and Financial Reporting - The company has identified a material weakness in its internal control over financial reporting, which could adversely affect the accuracy and timeliness of its financial reporting[189]. - The material weakness resulted in the restatement of the company's interim financial statements for the quarters ended June 30, 2022, and September 30, 2022[190]. - The company plans to enhance its internal controls and processes to address the identified material weakness, although the effectiveness of these initiatives cannot be guaranteed[191]. - The company’s ability to maintain adequate internal controls is critical to prevent future material weaknesses or restatements[194]. Market and Stockholder Considerations - The company received a notice from Nasdaq on January 9, 2023, indicating a deficiency in meeting the requirements of Listing Rule 5620(a) regarding annual shareholder meetings[147]. - The Company received a notice from Nasdaq indicating that the minimum Market Value of Listed Securities (MVLS) for its Class A common stock was below the $35 million requirement for continued listing[148]. - If the Company fails to regain compliance, its Class A common stock may be delisted from Nasdaq, which could lead to significant adverse consequences including reduced liquidity and limited market quotations[150]. - The issuance of additional shares of Class A common stock or preferred stock may significantly dilute the equity interest of existing investors[155]. Warrant and Shareholder Rights - The company issued warrants to purchase 8,625,000 shares of Class A common stock at an exercise price of $11.50 per share, along with an additional 4,850,000 private placement warrants[173]. - The company may redeem outstanding public warrants at a price of $0.01 per warrant if the closing price of Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30 trading-day period[172]. - The company’s amended and restated certificate of incorporation includes provisions that may discourage unsolicited takeover proposals, such as a staggered board of directors[175]. - The grant of registration rights to initial stockholders may complicate the completion of the initial business combination and adversely affect the market price of Class A common stock[163]. Management and Operational Risks - The company has no operating history and no revenues, making it difficult to evaluate its ability to achieve its business objectives[179]. - Past performance of the management team is not indicative of future performance, and there is no guarantee of success in locating a suitable candidate for the initial business combination[180]. - The loss of key personnel could adversely affect the operations and profitability of the post-combination business[129]. - Key personnel may negotiate employment agreements that could create conflicts of interest in selecting target businesses[113]. Cybersecurity and Technological Vulnerabilities - The company relies on digital technologies and is vulnerable to cyber incidents, which could lead to financial loss and operational disruption[182].