Global Gas Corp

As filed with the Securities and Exchange Commission on April 16, 2024

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact Name of Registrant as Specified in Its Charter)

99 Wall Street, Suite 436

New York, New York 10005

(917) 203-4436

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

William Bennett Nance, Jr.

Chief Executive Officer

99 Wall Street, Suite 436

New York, New York 10005

(917) 203-4436

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Michael P. Heinz

Sidley Austin LLP

787 7 th Avenue

New York, New York 10019

Tel: (212) 839-5300

Approximate date of commencement of proposed sale to the public:

From time to time after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box.☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 under the Securities Exchange Act of 1934:

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. Neither we nor the selling securityholders may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION — DATED APRIL 16, 2024

21,168,701 Shares of Class A Common Stock

Up to 4,850,000 Private Placement Warrants

This prospectus relates to (i) the resale by the selling securityholders named in this prospectus (the “Selling Securityholders”) of up to 4,312,500 shares of Class A common stock, par value $0.0001 per share, of the Company (“Class A Common Stock”), (ii) the issuance by us of up to 8,624,981 shares of Class A Common Stock upon exercise of the warrants issued to the public as part of the units in Dune’s initial public offering (the “Public Warrants”), (iii) the issuance by us and resale by the Selling Securityholders of up to 4,850,000 shares of Class A Common Stock upon exercise of the warrants originally issued to Dune Acquisition Holdings LLC in a private placement in connection with the initial public offering (the “IPO”) of Dune (the “Private Placement Warrants” and, together with the Public Warrants, the “Warrants”), (iv) the issuance by us and resale by the Selling Securityholders of up to 2,700,000 shares of Class A Common Stock issuable upon exchange of shares of Class B voting non-economic common stock, par value $0.0001 per share, of the Company (“Class B Common Stock”) and units in Global Gas Holdings LLC (“Holdings Common Units”), (v) the resale by the Selling Securityholders of up to 681,220 shares of Class A Common Stock issued pursuant to a subscription agreement, dated December 1, 2023 (the “Subscription Agreement”), by and among Dune and Meteora Strategic Capital, LLC (“MSC”), Meteora Capital Partners, LP (“MCP”) and Meteora Select Trading Opportunities Master, LP (“MSTO” and, collectively with MSC and MCP, the “Meteora Entities”) and (vi) the resale by the Selling Securityholders of up to 4,850,000 Private Placement Warrants. We will not receive any proceeds from the sale of shares of Class A Common Stock or Warrants by the Selling Securityholders pursuant to this prospectus.

The Class A Common Stock being registered for resale was issued to, purchased or will be purchased by the Selling Securityholders for the following consideration: (i) a purchase price of approximately $0.006 per share of Class A Common Stock for the 4,312,500 shares held by the Sponsor, (ii) for the Subscription Agreement, the 681,220 shares of Class A Common Stock were issued to the Meteora Entities as consideration for entering into a forward purchase agreement, (iii) the 2,700,000 shares of Class A Common Stock will be issued upon exchange of shares of Class B Common Stock and Holdings Common Units, which were issued as consideration to the Sellers pursuant to the Purchase Agreement and after giving effect to the Forfeitures (in each case, as defined below), (iv) a purchase price of $1.00 per share was paid for a share of Private Placement Warrant for the 4,850,000 Private Placement Warrants issued to the Selling Securityholders. The shares of Class A Common Stock underlying the Warrants will be purchased, if at all, by such holders at an exercise price of $11.50 per share.

We are registering the securities for resale pursuant to the Selling Securityholders’ registration rights under certain agreements between us and the Selling Securityholders. Our registration of the securities covered by this prospectus does not mean that the Selling Securityholders will offer or sell any of the shares of Class A Common Stock or Warrants. The Selling Securityholders may offer, sell or distribute all or a portion of their shares of Class A Common Stock or Warrants publicly or through private transactions at prevailing market prices or at negotiated prices. We will not receive any proceeds from the sale of shares of Class A Common Stock or Warrants by the Selling Securityholders pursuant to this prospectus. We provide more information about how the Selling Securityholders may sell shares of Class A Common Stock or Warrants in the section entitled “Plan of Distribution.”

Our Class A Common Stock and our Public Warrants are listed on The Nasdaq Capital Market (“Nasdaq”), under the symbols “HGAS” and “HGASW,” respectively. On April 11, 2024, the closing price of our Class A Common Stock was $1.84 and the closing price for our Public Warrants was $0.05. Because, in the near term, the exercise prices of the Warrants are greater than the current market price of our Common Stock, such Warrants are unlikely to be exercised and therefore the Company does not expect to receive any proceeds from such exercise of the Warrants in the near term. Any cash proceeds associated with the exercise of the Warrants are dependent on the stock price. Whether any holders of Warrants determine to exercise such Warrants, which would result in cash proceeds to the Company, will likely depend upon the market price of our Common Stock at the time of any such holder’s determination.

Sales of a substantial number of shares of our Class A Common Stock in the public market, including any sales by the Selling Securityholders, could occur at any time. These sales, or the perception that such sales may occur, could have a significant negative impact on the trading price of our Class A Common Stock. Given the current market price of the Company’s Class A Common Stock, certain of the Selling Securityholders who paid less for their shares than such current market price will receive a higher rate of return on any such sales than the public securityholders who purchased the Class A Common Stock in Dune’s IPO or any Selling Securityholder who paid more for their shares than the current market price.

We are an “emerging growth company” under federal securities laws and are subject to reduced public company reporting requirements. Investing in our Class A Common Stock involves a high degree of risks. See the section entitled “Risk Factors” beginning on page 10 of this prospectus to read about factors you should consider before buying our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is .