Dune Acquisition (DUNE) - 2025 Q1 - Quarterly Report

Company Information Filing Details Global Gas Corporation filed its 10-Q quarterly report for the period ended March 31, 2025, identifying as a non-accelerated filer, smaller reporting company, and emerging growth company, also classified as a shell company - Filing type: Quarterly Report (Form 10-Q) for the period ended March 31, 2025[1] - Registrant name: GLOBAL GAS CORPORATION[2] - Filer status: Non-accelerated filer, smaller reporting company, emerging growth company[3] - Shell company status: Yes[5] Shares Outstanding As of May 14, 2025, the company had 6,478,256 shares of Class A common stock and 2,700,000 shares of Class B common stock outstanding Shares Outstanding (As of May 14, 2025) | Stock Class | Shares Outstanding | | :------------- | :----------------- | | Class A Common Stock | 6,478,256 | | Class B Common Stock | 2,700,000 | Part I - Financial Information Item 1. Condensed Consolidated Financial Statements (Unaudited) Condensed Consolidated Balance Sheets As of March 31, 2025, total assets significantly decreased to $76,626 from $264,729 on December 31, 2024, primarily due to reduced cash and cash equivalents and the absence of deposits and deferred revenue; total liabilities also decreased, but the stockholders' deficit worsened Key Balance Sheet Data | Metric | March 31, 2025 | December 31, 2024 | Change Amount | Change Percentage | | :-------------------------- | :------------- | :------------- | :--------- | :----------- | | Total Assets | $76,626 | $264,729 | $(188,103) | -71.05% | | Cash and Cash Equivalents | $74,026 | $114,146 | $(40,120) | -35.15% | | Total Liabilities | $544,532 | $710,619 | $(166,087) | -23.37% | | Total Stockholders' Deficit | $(467,906) | $(445,890) | $(22,016) | 4.94% (Worsening) | Condensed Consolidated Statements of Operations For the three months ended March 31, 2025, Global Gas Corporation generated $33,012 in revenue, compared to zero in the prior year, and net loss significantly improved by 84% to $(28,542) from $(178,743) in Q1 2024, driven by a positive change in derivative warrant liability fair value and reduced general and administrative expenses Key Operating Data (Three Months Ended March 31) | Metric | 2025 | 2024 | Change Amount | Change Percentage | | :--------------------------------- | :------- | :-------- | :--------- | :----------- | | Revenue | $33,012 | $0 | $33,012 | NM* | | Operating Loss | $(29,114) | $(77,159) | $48,045 | -62% | | Net Loss | $(28,542) | $(178,743) | $150,201 | -84% | | Net Loss Per Share, Class A Common Stock (Basic and Diluted) | $(0.00) | $(0.02) | $0.02 | -100% | | Net Loss Per Share, Class B Common Stock (Basic and Diluted) | $(0.00) | $(0.02) | $0.02 | -100% | | General and Administrative Expenses | $62,126 | $77,159 | $(15,033) | -19% | | Change in Fair Value of Derivative Warrant Liability | $4,040 | $(109,150) | $113,190 | -104% | Condensed Consolidated Statements of Changes in Stockholders' Deficit For the three months ended March 31, 2025, total stockholders' deficit increased from $(445,890) to $(467,906), primarily due to a net loss of $(28,542), partially offset by $6,526 in stock-based compensation, while the prior year was significantly impacted by a $(178,743) net loss and forward purchase agreements Stockholders' Deficit Changes (Three Months Ended March 31) | Metric | March 31, 2025 | March 31, 2024 | | :--------------------- | :------------- | :------------- | | Beginning Balance | $(445,890) | $(734,670) | | Stock-based Compensation | $6,526 | — | | Forward Purchase Agreement Gain | — | $125,000 | | Net Loss | $(28,542) | $(178,743) | | Ending Balance | $(467,906) | $(788,413) | Condensed Consolidated Statements of Cash Flows For the three months ended March 31, 2025, net cash used in operating activities significantly improved to $(39,413) from $(1,021,806) in the prior year, driven by reduced net loss and positive changes in working capital items like deposits, while financing activities used $(707) in Q1 2025 compared to $125,000 provided by forward purchase agreements in Q1 2024 Cash Flow Summary (Three Months Ended March 31) | Metric | 2025 | 2024 | | :--------------------------- | :------- | :-------- | | Net Cash Used in Operating Activities | $(39,413) | $(1,021,806) | | Net Cash (Used in) Provided by Financing Activities | $(707) | $125,000 | | Cash, End of Period | $74,026 | $286,522 | - Net cash used in operating activities for Q1 2025 was primarily related to the current period's net loss, a decrease in deferred revenue, and a decrease in deposits[131] - Net cash used in financing activities for Q1 2025 included $707 paid to related parties[132] Notes to Condensed Consolidated Financial Statements 1. ORGANIZATION AND BUSINESS OPERATIONS Global Gas Corporation is an emerging developer of pure hydrogen and carbon capture projects and an industrial gas supplier, delisted from Nasdaq in June 2024 and now trading on OTCQB, having completed a business combination with Dune Acquisition Corporation on December 21, 2023, accounted for as a reverse recapitalization with Global Hydrogen as the accounting acquirer - Business description: Emerging developer of pure hydrogen and carbon capture projects and industrial gas supplier[20] - Delisting: Delisted from Nasdaq on June 25, 2024, and currently trades on the OTCQB market[22] - Business combination: Completed on December 21, 2023, with Dune Acquisition Corporation, accounted for as a reverse recapitalization with Global Hydrogen as the accounting acquirer[23][28] - Forward purchase agreement: Entered into with Meteora Entities on December 1, 2023[29] - Forfeiture of Class B common stock: On March 4, 2024, certain sellers forfeited 1,600,000 shares of Class B common stock[31] 2. GOING CONCERN As of March 31, 2025, the company had $74,026 in cash and cash equivalents, a working capital deficit of $444,996, and an accumulated deficit of $475,350, leading management to conclude these conditions raise substantial doubt about the company's ability to continue as a going concern for the next twelve months, necessitating additional funding through equity issuance Financial Position (As of March 31, 2025) | Metric | Amount | | :------------------- | :------- | | Cash and Cash Equivalents | $74,026 | | Working Capital Deficit | $444,996 | | Accumulated Deficit | $475,350 | - Going concern doubt: Management believes the company's liquidity position raises substantial doubt about its ability to continue as a going concern for the next twelve months[37] - Future financing plans: The company plans to raise additional funds through the issuance of additional equity[36] 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The condensed unaudited consolidated financial statements are prepared in accordance with GAAP for interim financial information, with the company operating as a single reportable segment and, as an "emerging growth company," electing to use the extended transition period for new accounting standards; key policies include fair value measurement of warrant liabilities and net revenue recognition for product resales - Accounting basis: Prepared in accordance with GAAP and instructions for Form 10-Q[38] - Emerging Growth Company: Elected not to opt out of the extended transition period for complying with new accounting standards[42] - Segment information: The company operates as a single reportable segment[46] - Fair value measurement: Uses a three-level hierarchy, with fair value of warrant liabilities being a significant estimate[51][53] - Revenue recognition: Revenue is generated through product resales and recognized on a net basis[57] - Recently adopted accounting pronouncements: Adopted ASU 2023-07 (Segment Reporting) effective December 31, 2024, with no impact on reportable segments[61] - Accounting pronouncements not yet adopted: Evaluating ASU 2023-09 (Income Taxes), effective for fiscal years beginning after December 15, 2024[62] 4. ACCOUNTS PAYABLE AND ACCRUED EXPENSES As of March 31, 2025, accounts payable and accrued expenses increased to $121,305 from $75,209 on December 31, 2024, primarily due to a significant rise in accounting and consulting fees Accounts Payable and Accrued Expenses | Item | March 31, 2025 | December 31, 2024 | | :--------------------- | :------------- | :------------- | | Accounting and Consulting | $41,000 | $4,277 | | Legal Fees | $35,000 | $39,560 | | Transaction Costs | $12,561 | $12,561 | | Other | $32,744 | $18,811 | | Total | $121,305 | $75,209 | - Total accounts payable and accrued expenses increased by $46,096, a 61.3% increase[63] 5. RELATED PARTY TRANSACTIONS The company has several related party transactions, including advances from related parties ($707 repaid in Q1 2025), $110,000 in administrative services payable to the sponsor, and $273,950 in convertible promissory notes at 5% annual interest, convertible into Class A common stock at $0.15 per share, while the CEO's employment agreement was modified to contingent payments and later terminated for cause - Advances from related parties: $707 repaid in Q1 2025, with a $0 balance as of March 31, 2025[64] - Amounts due to related parties: $110,000 payable to the sponsor for office space and administrative services as of March 31, 2025[65] Related Party Convertible Promissory Notes | Item | Amount | | :------------------- | :------- | | Total Outstanding as of March 31, 2025 | $273,950 | | Interest Rate | 5% (non-cash payable) | | Conversion Price | $0.15 per share of Class A Common Stock | | Maturity Date | Payable on demand, extendable to March 31, 2025 | - CEO employment agreement: Former CEO's compensation structure was adjusted to contingent payments based on gross profit on March 4, 2024, and terminated for "cause" on June 17, 2024[70] - Issuance of common stock to executives: On December 5, 2025, 1,050,000 shares of Class A common stock were issued to executives under the 2023 Equity Incentive Plan[71] 6. STOCKHOLDERS' EQUITY The company has authorized preferred, Class A, and Class B common stock, with 6,478,256 Class A shares and 2,700,000 Class B shares outstanding as of March 31, 2025; Class A holders have dividend and liquidation rights, while Class B holders do not; the company has public and private warrants outstanding with an exercise price of $11.50 per share, and the $2,333,141 balance of the forward purchase agreement, revised in February 2024, was written off against equity on December 31, 2024, due to uncertainty of additional cash proceeds Authorized and Outstanding Shares (As of March 31, 2025) | Stock Class | Authorized Shares | Outstanding Shares | | :------------- | :--------- | :--------- | | Preferred Stock | 1,000,000 | 0 | | Class A Common Stock | 380,000,000 | 6,478,256 | | Class B Common Stock | 20,000,000 | 2,700,000 | - Voting rights: Common stockholders (Class A and Class B) possess all voting power, with one vote per share[75] - Dividend rights: Class A holders are entitled to dividends; Class B holders are not[77] - Liquidation rights: Class A holders are entitled to residual assets upon liquidation; Class B holders are not[78] Warrants Outstanding (As of March 31, 2025, and December 31, 2024) | Warrant Type | Quantity | | :--------------- | :--------- | | Public Warrants | 8,625,000 | | Private Warrants | 4,850,000 | | Exercise Price | $11.50 per share | - Forward Purchase Agreement (FPA): Revised on February 5, 2024, regarding prepayment shortfalls and holding periods; as of December 31, 2024, the $2,333,141 balance related to the FPA was written off against equity due to uncertainty of additional cash proceeds[84][100] - Restricted stock: On December 5, 2024, 1,050,000 shares of Class A common stock were issued to key team members under the 2023 Equity Incentive Plan, with 950,000 shares vesting immediately[102] 7. FAIR VALUE MEASUREMENTS The company measures derivative warrant liabilities at fair value, classifying them as Level 1 inputs due to public warrants trading in an active market; as of March 31, 2025, total derivative warrant liabilities decreased to $22,910 from $26,950 on December 31, 2024, resulting in a $4,040 gain from fair value changes - Liabilities measured at fair value: Derivative warrant liabilities[103] - Fair value hierarchy: Classified as Level 1 inputs (quoted prices in active markets)[104][105] Fair Value of Derivative Warrant Liabilities | Item | March 31, 2025 | December 31, 2024 | | :----------------------- | :------------- | :------------- | | Public Derivative Warrant Liabilities | $14,660 | $17,250 | | Private Derivative Warrant Liabilities | $8,250 | $9,700 | | Total | $22,910 | $26,950 | - Fair value change: A $4,040 gain was recognized for the three months ended March 31, 2025[106] 8. STOCK BASED COMPENSATION For the three months ended March 31, 2025, $6,526 in stock-based compensation was expensed and included in general and administrative expenses, with $6,599 of remaining unrecognized stock-based compensation expected to be expensed by June 30, 2025 - Q1 2025 stock-based compensation expense: $6,526[107] - Unrecognized stock-based compensation (as of March 31, 2025): $6,599, expected to be expensed by June 30, 2025[107] - Restricted stock activity: Beginning and ending balances were 1,050,000 shares as of March 31, 2025[108] 9. COMMITMENTS AND CONTINGENCIES The company is involved in various lawsuits and legal proceedings in the normal course of business, but these matters are not expected to have a material adverse effect on its financial position or results of operations - Legal proceedings: Not expected to have a material adverse effect on the company's financial position or results of operations[109] 10. SUBSEQUENT EVENTS Subsequent events have been evaluated through May 14, 2025, with no events occurring during this period that would require adjustment to or disclosure in the condensed unaudited consolidated financial statements - Evaluation period: Subsequent events evaluated through May 14, 2025[110] - Impact: No events occurred that would impact the financial statements[110] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Overview Global Gas Corporation is an emerging developer of hydrogen and carbon capture projects and an industrial gas supplier, aiming to provide low-carbon clean industrial gases, with operations covering customer development, feedstock and equipment procurement, and project financing management, focusing on privately and publicly funded projects in North America, Western Europe, and the UK - Business focus: Emerging developer of pure hydrogen and carbon capture projects and industrial gas supplier[113] - Operational scope: Includes identifying customers, sourcing local feedstocks (renewable waste, natural gas), equipment, and utilities, as well as project planning and financing[113][114] - Target customers: Traditional industrial gas customers and the rapidly growing hydrogen carrier market, such as heavy-duty transportation[115] - Carbon capture: Plans to deploy carbon capture technology to significantly reduce or eliminate CO2 emissions[114] Growth Strategy The company's growth strategy focuses on deploying modular production, capture, storage, and distribution solutions closer to customers (often on-site) and producing multiple gas products from a single feedstock, aiming for cost efficiencies comparable to large-scale plants and benefiting from government incentives like the Inflation Reduction Act of 2022 - Core strategy: Deploy modular solutions closer to end-customers and produce multiple products from a single feedstock[116] - Cost efficiency objective: Aims to produce clean hydrogen and CO2 at net costs typically achieved only by large-scale plants[116] - Government incentives: Expected to benefit from hydrogen production tax credits and investment tax credits provided by the Inflation Reduction Act of 2022[116] - Project progress: Global Hydrogen has not yet successfully completed any projects[117] Results of Operations For the three months ended March 31, 2025, the company generated $33,012 in revenue from one contract, compared to zero in the prior year, and net loss significantly improved by 84% to $(28,542) from $(178,743) in Q1 2024, primarily due to reduced general and administrative expenses and a positive change in the fair value of warrant liabilities Results of Operations Summary (Three Months Ended March 31) | Metric | 2025 | 2024 | Change Amount | Change Percentage | | :--------------------------------- | :------- | :-------- | :--------- | :----------- | | Revenue | $33,012 | $0 | $33,012 | NM* | | Net Loss | $(28,542) | $(178,743) | $150,201 | -84% | | General and Administrative Expenses | $62,126 | $77,159 | $(15,033) | -19% | | Change in Fair Value of Derivative Warrant Liability | $4,040 | $(109,150) | $113,190 | -104% | - Q1 2025 revenue was derived from one project recognized on a net basis[121] - The decrease in general and administrative expenses was primarily related to franchise taxes, legal fees, and professional fees[122] Liquidity and Capital Resources As of March 31, 2025, the company had $74,026 in cash, a working capital deficit of $444,996, and an accumulated deficit of $475,350, which raise substantial doubt about its ability to continue as a going concern for the next twelve months; the company plans to raise additional funds through equity issuance to support future operations, as existing cash and limited operating history are insufficient Financial Position (As of March 31, 2025) | Metric | Amount | | :------------------- | :------- | | Cash and Cash Equivalents | $74,026 | | Working Capital Deficit | $444,996 | | Accumulated Deficit | $475,350 | - Going concern doubt: Management believes the company's liquidity position raises substantial doubt about its ability to continue as a going concern for the next twelve months[129] - Future capital strategy: The company plans to raise additional funds through the issuance of additional equity[128] Cash Flow Summary (Three Months Ended March 31) | Metric | 2025 | 2024 | | :--------------------------- | :------- | :-------- | | Net Cash Used in Operating Activities | $(39,413) | $(1,021,806) | | Net Cash (Used in) Provided by Financing Activities | $(707) | $125,000 | Critical Accounting Estimates The preparation of financial statements requires management to make significant judgments and estimates, particularly regarding the fair value of warrant liabilities; the company's critical accounting policies are detailed in Note 3 and its annual report on Form 10-K for December 31, 2024 - Significant estimate: Fair value of warrant liabilities[45][133] - Fair value hierarchy: Uses Level 1, Level 2, and Level 3 inputs, with Level 1 being quoted prices in active markets[136][140] - Stock-based compensation: Measured at the fair value of the equity instruments on the grant date[137] - Warrant classification: Warrants are classified as liabilities and measured at fair value if they are not indexed to the company's own equity or do not meet equity classification conditions[138][139] - Income taxes: Follows the asset and liability approach of FASB ASC 740[141] New Accounting Pronouncements As an "emerging growth company," Global Gas Corporation has elected to use the extended transition period for newly revised accounting standards, which may affect comparability with other public companies; details on recently issued pronouncements are provided in Note 3 - Emerging Growth Company election: Has elected to take advantage of the extended transition period for complying with new or revised accounting standards[143] - Impact: May make the company's financial statements difficult to compare to other public companies that are not emerging growth companies or that have opted out of the extended transition period[143] - Reference: The impact of recently issued accounting pronouncements is detailed in Note 3[144] Intellectual Property Global Hydrogen currently does not own any significant intellectual property beyond certain logos and domain names - Intellectual property: Currently limited to certain logos and domain names[145] Government Regulation Global Hydrogen's operations, including hydrogen production and gas distribution, will require compliance with various government regulations, permits, and approval requirements that vary by jurisdiction; the company also plans to deploy carbon capture systems to meet CO2 emission limits - Permitting requirements: May require obtaining relevant permits for producing, storing, and selling hydrogen, oxygen, and other gases on a project-by-project and jurisdiction-by-jurisdiction basis[146] - CO2 emissions: Plans to deploy carbon capture systems to significantly reduce or eliminate CO2 emissions below relevant jurisdictional limits[147] - Facility construction compliance: Construction of hydrogen production facilities is subject to local zoning and permitting requirements[148] - Gas distribution compliance: Distribution of hydrogen, CO2, and oxygen is subject to specific federal and state regulatory regimes[148] Item 3. Quantitative and Qualitative Disclosures About Market Risk As a smaller reporting company, Global Gas Corporation is not required to provide quantitative and qualitative disclosures about market risk - Disclosure exemption: Smaller reporting companies are not required to provide quantitative and qualitative disclosures about market risk[149] Item 4. Controls And Procedures Management, including the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the company's disclosure controls and procedures as of March 31, 2025, concluding they were effective at a reasonable assurance level, while acknowledging the inherent limitations of any control system - Evaluation date: As of March 31, 2025[152] - Conclusion: Disclosure controls and procedures were effective at a reasonable assurance level[152] - Inherent limitations: Management recognizes that any control and procedure can only provide reasonable, not absolute, assurance[150] Part II - Other Information Item 1. Legal Proceedings The company believes that no claims, lawsuits, or proceedings currently pending against Global Gas, individually or in aggregate, constitute a material impact on its business or are likely to have a material adverse effect on its future operating results, financial condition, or cash flows - Materiality assessment: Current legal proceedings are not considered to have a material impact on the business[154] - Expected impact: Unlikely to have a material adverse effect on future operating results, financial condition, or cash flows[154] Item 5. Other Information During the quarter ended March 31, 2025, no directors or officers adopted or terminated any Rule 10b5-1 trading arrangements, nor did the company adopt or terminate any such arrangements - Rule 10b5-1 trading arrangements: No such trading arrangements were adopted or terminated by directors, officers, or the company during Q1 2025[155] Item 6. Exhibits This section lists exhibits filed as part of or incorporated by reference into the report, including certifications (31.1, 31.2, 32) and financial statements in XBRL format (101 and related taxonomy documents) - Certifications: Includes certifications by the Chief Executive Officer and Chief Financial Officer (31.1, 31.2) and a certification pursuant to Section 906 of the Sarbanes-Oxley Act (32)[157] - XBRL financial statements: Condensed consolidated financial statements are filed in XBRL format (101 and related taxonomy documents)[157] Signatures Report Signatures This report was duly signed on May 14, 2025, by Carter Glatt, Chairman and Chief Executive Officer, and Shachi Shah, Chief Financial Officer and Chief Accounting and Financial Officer - Signing date: May 14, 2025[159][161] - Signatories: Carter Glatt (Chairman and Chief Executive Officer) and Shachi Shah (Chief Financial Officer and Chief Accounting and Financial Officer)[161]