0000905148-23-001711.txt : 20231226 0000905148-23-001711.hdr.sgml : 20231226 20231226164504 ACCESSION NUMBER: 0000905148-23-001711 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20231221 FILED AS OF DATE: 20231226 DATE AS OF CHANGE: 20231226 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Dune Acquisition Holdings LLC CENTRAL INDEX KEY: 0001823247 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39819 FILM NUMBER: 231513797 BUSINESS ADDRESS: STREET 1: 700 S. ROSEMARY AVENUE STREET 2: SUITE 204 CITY: WEST PALM BEACH STATE: FL ZIP: 33401 BUSINESS PHONE: 917 742 1904 MAIL ADDRESS: STREET 1: 700 S. ROSEMARY AVENUE STREET 2: SUITE 204 CITY: WEST PALM BEACH STATE: FL ZIP: 33401 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Glatt Carter CENTRAL INDEX KEY: 0001823250 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39819 FILM NUMBER: 231513796 MAIL ADDRESS: STREET 1: 700 S. ROSEMARY AVENUE STREET 2: SUITE 204 CITY: WEST PALM BEACH STATE: FL ZIP: 33401 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Global Gas Corp CENTRAL INDEX KEY: 0001817232 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INORGANIC CHEMICALS [2810] ORGANIZATION NAME: 08 Industrial Applications and Services IRS NUMBER: 851617911 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 99 WALL STREET STREET 2: SUITE 436 CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 917-327-0437 MAIL ADDRESS: STREET 1: 99 WALL STREET STREET 2: SUITE 436 CITY: NEW YORK STATE: NY ZIP: 10005 FORMER COMPANY: FORMER CONFORMED NAME: Dune Acquisition Corp DATE OF NAME CHANGE: 20200708 4 1 form4.xml X0508 4 2023-12-21 0001817232 Global Gas Corp HGAS 0001823247 Dune Acquisition Holdings LLC 700 S. ROSEMARY AVENUE, SUITE 204 WEST PALM BEACH FL 33401 true true 0001823250 Glatt Carter 700 S. ROSEMARY AVENUE, SUITE 204 WEST PALM BEACH FL 33401 true true true Chairman false Warrants (Right to Buy) 11.5 2023-12-21 4 A 0 4850000 A 2028-12-21 Class A Common Stock 4850000 4850000 D Pursuant to the terms of the Unit Purchase Agreement, dated May 14, 2023 (as amended, the "Purchase Agreement"), by and among the Issuer, Global Gas Holdings LLC, a wholly-owned subsidiary of the Issuer ("Holdings"), Global Hydrogen Energy LLC ("Global Hydrogen"), and each of the Reporting Person, Sergio Martinez and Barbara Guay Martinez (collectively, the "Sellers"), and the transactions contemplated thereby, on December 21, 2023 ("Closing"), (a) the Issuer contributed to Holdings all of its assets (subject to limited exceptions), and in exchange therefor, Holdings issued to the Issuer a number of common equity units of Holdings ("Holdings Common Units") equal to the number of total shares of the Issuer's Class A common stock, par value $0.0001 per share ("Class A Common Stock"), issued and outstanding immediately after Closing (taking into account any equity financing agreements and redemptions) and (Continued in following footnote) (Continued from previous footnote) (b) immediately thereafter, the Sellers transferred, conveyed, assigned and delivered all of the limited liability company equity interests of Global Hydrogen ("Global Hydrogen Units") to Holdings in exchange for shares of the Issuer's Class B voting non-economic common stock, par value $0.0001 per share ("Class B Common Stock" and, together with Class A Common Stock, "Common Stock"), and Holdings Common Units. At Closing, the Issuer changed its name to Global Gas Corporation. At Closing, the Reporting Persons acquired these warrants to purchase shares of Class A Common Stock ("Warrants") in exchange for private placement warrants held directly by Dune Acquisition Holdings LLC prior to Closing. Each whole Warrant is exercisable for one share of Class A Common Stock. These Warrants become exercisable commencing thirty days following Closing. In addition, pursuant to the terms of the Exchange Agreement entered into at Closing between the Issuer, Holdings and the Sellers, these Warrants may not be sold or transferred prior to thirty days after the date of Closing (except to a permitted transferee, as defined in the warrant agreement), and are subject to the transfer restrictions set forth in the lockup agreement entered into between the Issuer and the Reporting Persons, dated May 14, 2023 (the "Lockup Agreement), pursuant to which the Warrants may not be transferred, assigned or sold except as specified in the terms of Lockup Agreement. Dune Acquisition Holdings LLC is the record holder of the securities reported herein. Carter Glatt is the manager of Dune Acquisition Holdings LLC and has voting and investment discretion with respect to the securities held of record by Dune Acquisition Holdings LLC. Mr. Glatt disclaims any beneficial ownership of the securities held by Dune Acquisition Holdings LLC other than to the extent of any pecuniary interest he may have therein, directly or indirectly. Exhibit List: Exhibit 24 - Power of Attorney. See Exhibit 99.1 - Joint Filer Information, which was filed as an exhibit to Form 3 filed by the Reporting Persons on December 17, 2020, and is incorporated herein by reference and describes in further detail the relationships of the Reporting Persons to the Issuer. /s/ Dune Acquisition Holdings LLC, By: Carter Glatt, Managing Member 2023-12-26 /s/ Carter Glatt 2023-12-26 EX-24 2 poa_glatt.htm

POWER OF ATTORNEY

Know all by these presents that the undersigned hereby constitutes and appoints William Bennett Nance, Jr. and Shachi Shah of Global Gas Corporation (the “Company”), as the undersigned’s true and lawful attorney-in-fact and agent to:

(1)
prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation thereunder;

(2)
prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the SEC Forms 3, 4 and 5 (including amendments thereto and joint filing agreements in connection therewith) in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

(3)
do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to prepare and execute any such Form 3, 4 or 5 (including amendments thereto and joint filing agreements in connection therewith) and file such Forms with the SEC and any stock exchange, self-regulatory association or any other authority; and

(4)
take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required of the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as the attorney-in-fact may approve in the attorney-in-fact’s discretion.

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, in serving in such capacity at the request of the undersigned, are not assuming (nor is the Company assuming) any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Company and the attorney-in-fact. This Power of Attorney revokes any other power of attorney that the undersigned has previously granted to representatives of the Company.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date written below.

Dated:    12/20/2023   


/s/ Carter Glatt                                                  
Carter Glatt