Dune Acquisition (DUNE) - 2025 Q2 - Quarterly Report

Part I - Financial Information This section presents the unaudited condensed consolidated financial statements and management's discussion and analysis of Global Gas Corporation Item 1. Condensed Consolidated Financial Statements (Unaudited) This section presents the unaudited condensed consolidated financial statements of Global Gas Corporation, including balance sheets, statements of operations, changes in stockholders' deficit, and cash flows, along with comprehensive notes detailing the company's organization, accounting policies, and financial position for the periods ended June 30, 2025, and December 31, 2024 Condensed Consolidated Balance Sheets This statement provides a snapshot of the company's assets, liabilities, and stockholders' deficit at specific reporting dates | Metric | June 30, 2025 (Unaudited) | December 31, 2024 | Change ($) | Change (%) | | :-------------------------------- | :------------------------ | :---------------- | :--------- | :--------- | | Cash and cash equivalents | $83,772 | $114,146 | $(30,374) | -26.61% | | Total Current Assets | $98,457 | $264,729 | $(166,272) | -62.81% | | TOTAL ASSETS | $98,457 | $264,729 | $(166,272) | -62.81% | | Total Current Liabilities | $373,027 | $683,669 | $(310,642) | -45.44% | | TOTAL LIABILITIES | $391,897 | $710,619 | $(318,722) | -44.85% | | Total stockholders' deficit | $(293,440) | $(445,890) | $152,450 | 34.19% | Condensed Consolidated Statements of Operations This statement details the company's revenues, expenses, and net income or loss over specific reporting periods | Metric | For the Three Months Ended June 30, 2025 | For the Three Months Ended June 30, 2024 | Change ($) | Change (%) | | :-------------------------------------- | :------------------------------------- | :------------------------------------- | :--------- | :--------- | | Revenues | $0 | $0 | $0 | 0% | | General and administrative | $35,805 | $71,095 | $(35,290) | -49.64% | | Loss from operations | $(35,805) | $(71,095) | $35,290 | -49.64% | | Other income | $202,173 | $0 | $202,173 | 100% | | Interest income | $874 | $4,909 | $(4,035) | -82.19% | | Interest expense | $(3,414) | $0 | $(3,414) | 100% | | Change in fair value of derivative warrant liabilities | $4,040 | $471,620 | $(467,580) | -99.14% | | Net Income | $167,868 | $405,434 | $(237,566) | -58.59% | | Net income per Class A common stock, basic and diluted | $0.02 | $0.05 | $(0.03) | -60.00% | | Metric | For the Six Months Ended June 30, 2025 | For the Six Months Ended June 30, 2024 | Change ($) | Change (%) | | :-------------------------------------- | :----------------------------------- | :----------------------------------- | :--------- | :--------- | | Revenues | $33,012 | $0 | $33,012 | 100% | | General and administrative | $97,931 | $148,254 | $(50,323) | -33.94% | | Loss from operations | $(64,919) | $(148,254) | $83,335 | -56.21% | | Other income | $202,173 | $0 | $202,173 | 100% | | Interest income | $1,759 | $12,475 | $(10,716) | -85.90% | | Interest expense | $(7,767) | $0 | $(7,767) | 100% | | Change in fair value of derivative warrant liabilities | $8,080 | $362,470 | $(354,390) | -97.77% | | Net Income | $139,326 | $226,691 | $(87,365) | -38.54% | | Net income per Class A common stock, basic and diluted | $0.02 | $0.03 | $(0.01) | -33.33% | Condensed Consolidated Statements of Changes in Stockholders' Deficit This statement outlines the changes in the components of stockholders' deficit over specific reporting periods | Metric | December 31, 2024 | March 31, 2025 | June 30, 2025 | | :-------------------------- | :---------------- | :------------- | :------------ | | Accumulated Deficit | $(446,808) | $(475,350) | $(307,482) | | Total Stockholders' Deficit | $(445,890) | $(467,906) | $(293,440) | | Metric | December 31, 2023 | March 31, 2024 | June 30, 2024 | | :-------------------------- | :---------------- | :------------- | :------------ | | Accumulated Deficit | $(300,176) | $(478,919) | $(73,485) | | Total Stockholders' Deficit | $(734,670) | $(788,413) | $(232,979) | Condensed Consolidated Statements of Cash Flows This statement reports the cash generated and used by the company across operating, investing, and financing activities | Metric | For the Six Months Ended June 30, 2025 | For the Six Months Ended June 30, 2024 | | :------------------------------------------------ | :----------------------------------- | :----------------------------------- | | Net cash and cash equivalents used in operating activities | $(28,167) | $(1,119,544) | | Net cash and cash equivalents (used in) provided by financing activities | $(2,207) | $275,000 | | Net change in cash and cash equivalents | $(30,374) | $(844,544) | | Cash and cash equivalents, end of period | $83,772 | $338,784 | Notes to Condensed Consolidated Financial Statements This section provides detailed explanations and additional information supporting the condensed consolidated financial statements 1. Organization and Business Operations This note describes the company's nature of business, its formation, and key operational developments - Global Gas Corporation is a nascent pure-play hydrogen and carbon recovery project developer and industrial gas supplier, focusing on reliable, low-carbon, and clean hydrogen, pure carbon dioxide, and other gases[20] - The company completed a business combination with Dune Acquisition Corporation on December 21, 2023, which was accounted for as a reverse recapitalization, with Global Hydrogen treated as the accounting acquirer[23][28] - The company's securities were delisted from Nasdaq on June 25, 2024, due to non-compliance with listing standards and now trade on the over-the-counter (OTCQB) market[22] Going Concern This note addresses the company's ability to continue operations and its plans to address liquidity challenges - As of June 30, 2025, the Company had $83,772 in cash and cash equivalents, a working capital deficit of $274,570, and an accumulated deficit of $307,482[35] - Management has determined that the Company's liquidity condition raises substantial doubt about its ability to continue as a going concern through twelve months from the date these financial statements are issued[37] - The company intends to raise additional financing through issuances of additional equity to support future capital requirements[36] 3. Summary of Significant Accounting Policies This note outlines the key accounting principles and methods used in preparing the financial statements - The company is an "emerging growth company" and has elected to use the extended transition period for complying with new or revised financial accounting standards[41][42] - Management has determined that there is only one reportable segment, with the chief operating decision-maker (CODM) reviewing overall company assets, operating results, and financial metrics[46] - Revenue is generated through the resale of products, recognized when the customer obtains control, and measured as the amount of consideration the company expects to receive[57] 4. Accounts Payable and Accrued Expenses This note details the composition and changes in the company's accounts payable and accrued expenses | Category | June 30, 2025 | December 31, 2024 | Change ($) | Change (%) | | :---------------------- | :------------ | :---------------- | :--------- | :--------- | | Accounting and Consulting | $12,531 | $4,277 | $8,254 | 192.99% | | Legal Fees | $35,000 | $39,560 | $(4,560) | -11.53% | | Transaction costs | $12,561 | $12,561 | $0 | 0% | | Others | $38,985 | $18,811 | $20,174 | 107.24% | | Total | $99,077 | $75,209 | $23,868 | 31.73% | 5. Related Party Transactions This note discloses transactions and balances with affiliated entities and individuals - Advances from an affiliate totaling $707 were repaid during the six months ended June 30, 2025, resulting in a zero balance[64] - Accounts payable to related parties for services and expense reimbursements decreased from $124,867 at December 31, 2024, to $0 at June 30, 2025[65][66] - Two convertible promissory notes with related parties, totaling $273,950, remained outstanding as of June 30, 2025, accruing 5% non-cash interest per annum and convertible into Class A common stock at $0.15 per share[67][68] 6. Stockholders' Equity This note provides information on the company's capital structure, including common stock, preferred stock, and warrants | Stock Type | Authorized Shares | Issued/Outstanding (June 30, 2025 & Dec 31, 2024) | Par Value | | :----------------- | :---------------- | :------------------------------------------------ | :-------- | | Preferred Stock | 1,000,000 | 0 | $0.0001 | | Class A Common Stock | 380,000,000 | 6,478,256 | $0.0001 | | Class B Common Stock | 20,000,000 | 2,700,000 | $0.0001 | - Class A common stock holders are entitled to dividends and liquidation assets, while Class B common stock holders are not[76][77] - As of June 30, 2025, there were 8,625,000 Public Warrants and 4,850,000 Private Placement warrants outstanding, exercisable at $11.50 per share[78] - The balance of $2,333,141 related to the Forward Purchase Agreement was written off in equity as of December 31, 2024, due to uncertainty of additional cash receipts from a significant decrease in stock price[95] - An aggregate of 1,600,000 shares of Class B Common Stock were forfeited by certain holders on March 4, 2024[96] 7. Fair Value Measurements This note describes the methodologies and inputs used to determine the fair value of financial instruments | Liability Type | June 30, 2025 (Level 1) | December 31, 2024 (Level 1) | Change ($) | Change (%) | | :------------------------------------ | :---------------------- | :------------------------ | :--------- | :--------- | | Derivative warrant liabilities – public | $12,080 | $17,250 | $(5,170) | -29.97% | | Derivative warrant liabilities – private placement | $6,790 | $9,700 | $(2,910) | -29.99% | | Total liabilities | $18,870 | $26,950 | $(8,080) | -29.98% | - The decrease in fair value of derivative warrant liabilities resulted in income of $4,040 for the three months and $8,080 for the six months ended June 30, 2025[101] 8. Stock Based Compensation This note details the expenses recognized for stock-based awards granted to employees and directors | Period | Stock-based compensation expense | | :-------------------------------- | :------------------------------- | | Three months ended June 30, 2025 | $6,598 | | Six months ended June 30, 2025 | $13,124 | - As of June 30, 2025, there was no remaining unrecognized stock-based compensation expense[102] 9. Commitments and Contingencies This note outlines the company's contractual obligations and potential liabilities from legal matters - Management does not expect current litigation to have a material adverse effect on the company's financial position or results of operations[104] - The company received a $202,173 refund in April 2025 for overpaid Delaware franchise taxes in 2023, which is included in other income[105] 10. Subsequent Events This note discloses significant events that occurred after the balance sheet date but before the financial statements were issued - No material subsequent events occurred through August XX, 2025, that would impact the condensed unaudited consolidated financial statements[106] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the company's financial condition and results of operations, highlighting its business overview, growth strategy, and a detailed analysis of financial performance, liquidity, capital resources, critical accounting estimates, and regulatory environment Overview This section introduces Global Gas Corporation's business model as a hydrogen and carbon recovery project developer and industrial gas supplier - Global Gas Corporation is a nascent pure-play hydrogen and carbon recovery project developer and industrial gas supplier[109] - The company intends to offer low-carbon and clean hydrogen, pure carbon dioxide, and other gases generated from a variety of feedstocks, including renewable waste and natural gas[109][110] - The company is building a project development pipeline but has not yet successfully closed on any project[113] Growth Strategy This section outlines the company's plans for expansion, focusing on modular solutions and leveraging government incentives - The growth strategy focuses on placing modular generation, recovery, storage, and dispensing solutions closer to customers and producing multiple outputs from a single feedstock input[112] - The company expects to benefit from government incentives for climate change mitigation and decarbonization, such as hydrogen tax production credits and investment tax credits from the Inflation Reduction Act of 2022[112] Results of Operations This section analyzes the company's financial performance, including revenues, expenses, and net income, for the reported periods | Metric | For the Three Months Ended June 30, 2025 | For the Three Months Ended June 30, 2024 | Change ($) | Change (%) | | :-------------------------------------- | :------------------------------------- | :------------------------------------- | :--------- | :--------- | | Revenue | $0 | $0 | $0 | 0% | | General and administrative | $35,805 | $71,095 | $(35,290) | -50% | | Other income | $202,173 | $0 | $202,173 | 100% | | Change in fair value of warrants liabilities | $4,040 | $471,620 | $(467,580) | -99% | | Net income | $167,868 | $405,434 | $(237,566) | -59% | | Metric | For the Six Months Ended June 30, 2025 | For the Six Months Ended June 30, 2024 | Change ($) | Change (%) | | :-------------------------------------- | :----------------------------------- | :----------------------------------- | :--------- | :--------- | | Revenue | $33,012 | $0 | $33,012 | 100% | | General and administrative | $97,931 | $148,254 | $(50,323) | -34% | | Other income | $202,173 | $0 | $202,173 | 100% | | Change in fair value of warrants liabilities | $8,080 | $362,470 | $(354,390) | -98% | | Net income (loss) | $139,326 | $226,691 | $(87,365) | -39% | - Revenue for the six months ended June 30, 2025, was $33,012, compared to $0 in the prior year, from one project recognized on a net basis[119] - A $202,173 refund of Delaware franchise taxes overpaid in 2023 was recognized as other income during the three and six months ended June 30, 2025[120] Liquidity and Capital Resources This section discusses the company's cash, working capital, and ability to meet financial obligations - As of June 30, 2025, the Company had $83,772 in cash and cash equivalents, a working capital deficit of $274,570, and an accumulated deficit of $307,482[125] - Management has determined that the Company's liquidity condition raises substantial doubt about its ability to continue as a going concern[128] - The company intends to raise additional financing through issuances of additional equity to support future capital requirements[127] | Activity | For the six months ended June 30, 2025 | For the six months ended June 30, 2024 | | :------------------------------------------------ | :----------------------------------- | :----------------------------------- | | Net cash and cash equivalents used in operating activities | $(28,167) | $(1,119,544) | | Net cash and cash equivalents (used in) provided by financing activities | $(2,207) | $275,000 | Critical Accounting Estimates This section highlights the accounting estimates that require significant judgment and can materially impact financial reporting - Significant accounting estimates include the determination of the fair value of warrant liabilities[45][133] - The company uses the fair value hierarchy (Level 1, 2, or 3) for financial assets and liabilities, with Level 1 inputs being quoted prices in active markets[136][140] New Accounting Pronouncements This section discusses recently adopted or issued accounting standards and their potential impact on the company's financial statements - The company adopted ASU 2023-07, "Segment Reporting," effective December 31, 2024, with no impact on its identified reportable segment[61] - The company is evaluating ASU 2023-09, "Income Taxes," which will be effective for public companies for fiscal years beginning after December 15, 2024[62] - As an "emerging growth company," the company has elected to take advantage of the extended transition period for complying with new or revised accounting standards[143] Intellectual Property This section describes the company's current intellectual property holdings and their significance to its operations - Global Hydrogen currently holds no material intellectual property beyond certain logos and domain names[145] Government Regulation This section addresses the regulatory environment affecting the company's operations, including licensing and environmental compliance - The company will need to obtain relevant licenses for producing, storing, and selling hydrogen, oxygen, and other gases, which may be classified as fuel or controlled substances[146] - Construction of facilities will require compliance with local zoning and permitting requirements[148] - CO2 emissions from gas generation plants may be subject to government regulation, requiring the deployment of carbon recovery systems[147] Item 3. Quantitative and Qualitative Disclosures About Market Risk This section states that quantitative and qualitative disclosures about market risk are not required for smaller reporting companies, and therefore, no such disclosures are provided in this report - Disclosures about market risk are not required for smaller reporting companies[149] Item 4. Controls And Procedures Management, including the CEO and CFO, evaluated the effectiveness of the company's disclosure controls and procedures as of June 30, 2025, and concluded they were effective at a reasonable assurance level - Management concluded that the company's disclosure controls and procedures were effective at the reasonable assurance level as of June 30, 2025[152] - Disclosure controls and procedures are designed to ensure information required by the Exchange Act is recorded, processed, summarized, and reported timely[151] Part II - Other Information This section provides additional information not covered in the financial statements, including legal proceedings and exhibits Item 1. Legal Proceedings The company does not consider any currently pending claims, lawsuits, or proceedings to be material to its business or likely to result in a material adverse effect on future operating results, financial condition, or cash flows - No currently pending legal proceedings are considered material or likely to have a material adverse effect on the company's business or financial condition[154] Item 5. Other Information During the quarter ended June 30, 2025, neither the company nor its directors or officers adopted or terminated any Rule 10b5-1 trading arrangements - No Rule 10b5-1 trading arrangements were adopted or terminated by directors, officers, or the company during the quarter ended June 30, 2025[155] Item 6. Exhibits This section lists the exhibits filed as part of, or incorporated by reference into, the report, including certifications from the CEO and CFO and XBRL financial statements - The report includes certifications from the CEO and CFO (Exhibits 31.1, 31.2, 32) and XBRL financial statements (Exhibits 101, 101.INS, 101.SCH, 101.CAL, 101.DEF, 101.LAB, 101.PRE, 104)[157] Signatures This section contains the official attestations by the company's principal executive and financial officers - The report was signed by Carter Glatt, Chairman and Principal Executive Officer, and Shachi Shah, Chief Financial Officer and Principal Accounting and Financial Officer, on August 12, 2025[161]