Global Gas Corp
For the period ended Jun 30, 2024. Filed Aug 14, 2024.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2024 · Filed Aug 14, 2024
HGAS$0.060.0%Stored close · as of Jul 8, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-03-31; filed 2024-05-14.
0001213900-24-042535
Item 2. Management’s Discussion and Analysis of Financial Condition And Results of OperationsCurrent report: 10-Q
Period ended 2024-06-30; filed 2024-08-14.
0001213900-24-068965
Item 2. Management’s Discussion and Analysis of Financial Condition And Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 83 previous paragraphs and 87 current paragraphs.
65 unchanged; 14 reworded; 7 added; 4 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 4 previous and 4 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (7)
Current report
Effective June 17, 2024, William Bennet Nance, Jr., the former Chief Executive Officer of Global Hydrogen and a former director of the Company, was terminated by the Company for “Cause” (as defined in the employment agreement) and his related employment agreement with Global Hydrogen was terminated. Pursuant to the employment agreement, Mr. Nance’s termination as an officer triggered his immediate and automatic resignation as a director of the Company.
Current report
Delisting of common stock and warrants
Current report
On December 22, 2023, the Company received a notice (the “Notice”) from the staff of the Listing Qualifications Department of Nasdaq indicating that, unless the Company timely requested a hearing before the Nasdaq Hearings Panel (the “Panel”), the Company’s securities (common stock and warrants) would be subject to suspension and delisting from Nasdaq on January 3, 2024, due to the Company’s failure to satisfy the initial listing standards of The Nasdaq Capital Market upon closing of the Company’s previously announced business combination in accordance with Nasdaq Rule 5101-2. Specifically, the Company was unable to demonstrate compliance with the Stockholders Equity, Publicly Held Shares, Market Value of Listed Securities and Market Value of Publicly Held Shares requirements set forth in Nasdaq Rule 5505. The Company timely requested a hearing before the Panel, which resulted in a stay of any suspension or delisting action pending the hearing. The Company was granted until June 20, 2024 to demonstrate compliance with the above-referenced listing rules but was unable to do so by such date. As a result, on June 21, 2024, the Company received notice that the Panel had determined to delist the Company’s securities from Nasdaq and would suspend trading in its securities on the exchange effective at the open of business on June 25, 2024. Since the delisting, the Company’s common stock and warrants have been trading on the OTC market, OTCQB, with trading symbol “HGAS” and “HGASW”, respectively.
Current report
NM* - Percentage change not meaningful
Current report
NM* - Percentage change not meaningful
Current report
For the three and six months ended June 30, 2024, the Company earned $4,909 and $12,475, respectively, of interest income on cash equivalents.
Current report
Critical Accounting Policies
Removed paragraphs (4)
Previous report
On March 4, 2024, Global Hydrogen entered into an employment agreement amendment (the “Employment Agreement Amendment”) with William Bennet Nance, Jr. Pursuant to the Employment Agreement Amendment, Mr. Nance’s compensation was restructured to entitle him to contingent payments (“Gross Profit Payments”) equal to 15% of the Gross Profit (as defined in the Employment Agreement Amendment) of the Company, determined in accordance with U.S. generally accepted accounting principles, up to a maximum amount of $250,000 on an annualized basis, less applicable taxes and withholdings, in lieu of the base salary he had previously been entitled to. The Employment Agreement Amendment also made conforming changes to Mr. Nance’s employment agreement, such that (i) the change in his compensation structure effected by the Employment Agreement Amendment shall not constitute “good reason” for Mr. Nance to terminate his employment with Global Hydrogen, other subsidiaries of the Company or the Company itself, and (ii) if Mr. Nance’s employment is terminated by him for good reason, or by the Company without cause (and not due to death or disability), Mr. Nance shall be entitled to consideration updated to include any earned but unpaid Gross Profit Payments through the date of termination. The Employment Agreement Amendment also shortened the restricted period during which certain non-competition and non-solicitation provisions of Mr. Nance’s original employment agreement shall remain in effect.
Previous report
Cash flows from investing activities
Previous report
Net cash provided by investing activities during the three months ended March 31, 2024 was $1,128,532 related to proceeds from redemption of marketable securities partially offset by purchase of marketable securities.
Previous report
Critical Accounting Estimates
Reworded paragraphs (14)
Previous wording
Also on March 4, 2024, the Company entered into Forfeiture Agreements” with certain holders of the Company’s Class B common stock, including Mr. Nance. Pursuant to the Forfeiture Agreements, such holders forfeited an aggregate of 1,600,000 Forfeited Shares in exchange for consideration previously received. After the forfeitures of the Forfeited Shares pursuant to the Forfeiture Agreements, such holders continue to hold an aggregate of 2,700,000 shares of the Company’s Class B common stock.
Current wording
On March 4, 2024, the Company entered into Forfeiture Agreements” with certain holders of the Company’s Class B common stock. Pursuant to the Forfeiture Agreements, such holders forfeited an aggregate of 1,600,000 Forfeited Shares in exchange for consideration previously received. After the forfeitures of the Forfeited Shares pursuant to the Forfeiture Agreements, such holders continue to hold an aggregate of 2,700,000 shares of the Company’s Class B common stock.
Previous wording
The following table sets forth our condensed consolidated statement of operations for the three months ended March 31, 2024 and the period from February 16, 2023 (inception) to March 31, 2023, and the dollar and percentage change between the two periods:
Current wording
The following tables set forth our condensed consolidated statement of operations for the three and six months ended June 30, 2024 and three months ended June 30, 2023 and the period from February 16, 2023 (inception) to June 30, 2023, and the dollar and percentage change between the two periods:
Previous wording
General and administrative expenses increased by $77,117 for the three months ended March 31, 2024 compared to the period from February 16, 2023 (inception) to March 31, 2023, primarily related to franchise tax expense, legal fees and listing fees.
Current wording
General and administrative expenses decreased by $181,215 for the three months ended June 30, 2024 compared to the period from February 16, 2023 (inception) to June 30, 2023, primarily related to franchise tax expense, payroll expenses and legal fees.
Previous wording
Start-up cost of $574 was incurred at inception of the Company for the period from February 16, 2023 (inception) to March 31, 2023.
Current wording
Start-up cost of $574 was incurred at inception of the Company for the period from February 16, 2023 (inception) to June 30, 2023, respectively.
Previous wording
For the three months ended March 31, 2024, the Company earned $7,566 of interest income on marketable securities.
Current wording
For the three and six months ended June 30, 2023, the Company earned $49 of interest income on cash equivalents.
Previous wording
The change in fair value of warrant liabilities of $109,150 is recognized into expense for the three months ended March 31, 2024.
Current wording
The change in fair value of warrant liabilities of $471,620 and $362,470, respectively is recognized into expense for the three and six months ended June 30, 2024.
Previous wording
Since inception, the Company’s primary sources of liquidity have been cash flows from contributions from a member and a related party. The Company had $286,522 in cash, a working capital deficit of $248,063, and an accumulated deficit of $478,919 as of March 31, 2024.
Current wording
Since inception, the Company’s primary sources of liquidity have been cash flows from contributions from a member and a related party. The Company had $338,784 in cash and cash equivalents, a working capital deficit of $164,249, and an accumulated deficit of $73,485 as of June 30, 2024.
Previous wording
The Company intends to operate with its current cash on hand. In the future, the Company may borrow money and sell equity to finance its operations. As the Company has a limited operating history, its liquidity and capital resources may change substantially from past results.
Current wording
The Company intends to operate with its current cash and cash equivalents on hand. In the future, the Company may borrow money and sell equity to finance its operations. As the Company has a limited operating history, its liquidity and capital resources may change substantially from past results.
Previous wording
Cash flows for the three months ended March 31, 2024 and the period from February 16, 2023 (inception) to December 31, 2023.
Current wording
Cash flows for the six months ended June 30, 2024 and the period from February 16, 2023 (inception) to December 31, 2023.
Previous wording
The following table summarizes cash flows from operating, investing and financing activities for the three months ended March 31, 2024 and the period from February 16, 2023 (inception) to March 31, 2023:
Current wording
The following table summarizes cash flows from operating and financing activities for the six months ended June 30, 2024 and the period from February 16, 2023 (inception) to December 31, 2023:
Previous wording
Net cash used in operating activities for the three months ended March 31, 2024 was $1,029,372, primarily related to the net loss for the period and decrease in accounts payable and accrued expenses.
Current wording
Net cash and cash equivalents used in operating activities for the six months ended June 30, 2024 was $1,119,544, primarily related the decrease in accounts payable and accrued expenses, increase in deposit, increase in prepaid expenses and other receivables and change in fair value of warrant liabilities partially offset by net income for the period.
Previous wording
Net cash used in operating activities for the period from February 16, 2023 (inception) to March 31, 2023 was $574, primarily related to the net loss for the period.
Current wording
Net cash and cash equivalents used in operating activities for the period from February 16, 2023 (inception) to June 30, 2023 was $36,128, primarily related to the net loss for the period partially offset by the increase in accounts payable and accrued expense
Previous wording
Net cash provided by financing activities during the three months ended March 31, 2024 was $125,000, consisting of the proceeds received from forward purchase agreement contract.
Current wording
Net cash and cash equivalents provided by financing activities during the six months ended June 30, 2024 was $275,000, consisting of the proceeds received from forward purchase agreement contract.
Previous wording
Net cash provided by financing activities during the period from February 16, 2023 (inception) to March 31, 2023 was $13,074, consisting primarily of capital contribution from members.
Current wording
Net cash and cash equivalents provided by financing activities during the period from February 16, 2023 (inception) to June 30, 2023 was $97,166, consisting primarily of capital contribution from members and proceeds from promissory notes – related party.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
General and administrative expenses decreased by $104,098 for the six months ended June 30, 2024 compared to the period from February 16, 2023 (inception) to June 30, 2023, primarily related to franchise tax expense, payroll expenses and legal fees.