SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Nance William Bennett

(Last)

(First)

(Middle)

C/O GLOBAL GAS CORPORATION

99 WALL STREET, SUITE 436

(Street)

NEW YORK

10005

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Global Gas Corp [ HGAS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/21/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽⁴⁾	12/21/2023		A⁽¹⁾⁽²⁾⁽³⁾		3,440,000		⁽⁴⁾	⁽⁴⁾	Class A Common Stock	3,440,000	$0	3,440,000	D

Explanation of Responses:

1. 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)

2. (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.

3. 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).

4. 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.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney.

	/s/ William Bennett Nance, Jr.	12/26/2023
	** Signature of Reporting Person	Date
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