0000905148-23-001712.txt : 20231226 0000905148-23-001712.hdr.sgml : 20231226 20231226164534 ACCESSION NUMBER: 0000905148-23-001712 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: Nance William Bennett CENTRAL INDEX KEY: 0001823600 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39819 FILM NUMBER: 231513801 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 0001823600 Nance William Bennett C/O GLOBAL GAS CORPORATION 99 WALL STREET, SUITE 436 NEW YORK NY 10005 true true true Chief Executive Officer false Class B Common Stock 2023-12-21 4 A 0 3440000 0 A Class A Common Stock 3440000 3440000 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, each Seller received an aggregate number of Holdings Common Units and shares of the Issuer's Class B Common Stock (together, "Paired Interests"), in each case, equal to the number of Global Hydrogen Units held by such Seller, multiplied by the Company Exchange Ratio (determined by dividing (A) the quotient of $43,000,000 divided by the number of Global Hydrogen Units issued and outstanding immediately prior to Closing by (B) $10.00 per share). Pursuant to the terms of the Exchange Agreement entered into at Closing between the Issuer, Holdings and the Sellers, the Sellers have the right, following Closing and at any time after the expiration of a lock-up to which the Issuer's Class B Common Stock are subject, to exchange their Paired Interests for, at the option of the Issuer, cash or shares of Class A Common Stock, on a one-for-one basis, subject to customary adjustments. The Paired Interests have no expiration date. At the time of any such exchange, the shares of Class B Common Stock exchanged by the Reporting Person, which have no economic value and entitle holders thereof to one vote per share on all matters on which stockholders of the Issuer are entitled to vote generally, will be cancelled. Exhibit List: Exhibit 24 - Power of Attorney. /s/ William Bennett Nance, Jr. 2023-12-26 EX-24 2 poa_nance.htm

POWER OF ATTORNEY

Know all by these presents that the undersigned hereby constitutes and appoints 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:    18 December 2023   


/s/ William Bennett Nance, Jr.                                                  
William Bennett Nance, Jr.