Global Gas Corp

Previous wording

The following “Management’s Discussion and Analysis of Financial Condition and Results of Operations” should be read in conjunction with our unaudited condensed consolidated financial statements for the three months ended June 30, 2024 and 2023, our audited consolidated financial statements as of the year ended December 31, 2023, and other information included elsewhere in this report. This discussion includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Such statements include, but are not limited to, possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of historical fact included herein. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other Securities and Exchange Commission (“SEC”) filings.

Current wording

The following “Management’s Discussion and Analysis of Financial Condition and Results of Operations” should be read in conjunction with our unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2024 and the three months ended September 30, 2023 and period from February 8, 2023 to September 30, 2023, our audited consolidated financial statements as of the year ended December 31, 2023, and other information included elsewhere in this report. This discussion includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Such statements include, but are not limited to, possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of historical fact included herein. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other Securities and Exchange Commission (“SEC”) filings.

Previous wording

These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially, and potentially adversely, from those expressed or implied in the forward-looking statements. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Most of these factors are outside the Company’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (i) risks relating to the uncertainty of the projected financial information with respect to Global Hydrogen; (ii) the impact of the COVID-19 pandemic on Global Hydrogen’s business; (iii) the inability to maintain the listing of the Company’s shares on The Nasdaq Capital Market (“Nasdaq”); (iv) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of Global Hydrogen to grow and manage growth profitably, sell and expand its product and service offerings, implement its growth strategy and retain its key employees; (v) risks relating to Global Hydrogen’s operations and business, including the combined company’s ability to raise financing, hire employees, secure supplier, customer and other commercial contracts, obtain licenses and information technology and protect itself against cybersecurity risks; (vi) intense competition and competitive pressures from other companies worldwide in the industries in which the combined company will operate; (vii) litigation and the ability to adequately protect the combined company’s intellectual property rights; (viii) costs related to the Business Combination; (ix) changes in applicable laws or regulations; and (x) the possibility that Global Hydrogen may be adversely affected by other economic, business and/or competitive factors.

Current wording

These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially, and potentially adversely, from those expressed or implied in the forward-looking statements. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Most of these factors are outside the Company’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (i) risks relating to the uncertainty of the projected financial information with respect to Global Hydrogen; (ii) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of Global Hydrogen to grow and manage growth profitably, sell and expand its product and service offerings, implement its growth strategy and retain its key employees; (iii) risks relating to Global Hydrogen’s operations and business, including the combined company’s ability to raise financing, hire employees, secure supplier, customer and other commercial contracts, obtain licenses and information technology and protect itself against cybersecurity risks; (iv) intense competition and competitive pressures from other companies worldwide in the industries in which the combined company will operate; (v) litigation and the ability to adequately protect the combined company’s intellectual property rights; (vi) costs related to the Business Combination; (vii) changes in applicable laws or regulations; and (viii) the possibility that Global Hydrogen may be adversely affected by other economic, business and/or competitive factors.

Previous wording

Global Gas has not yet generated any revenue and anticipates generating revenue from the sale of systems and equipment to customers in 2023 or 2024. Global Hydrogen management actively reviews its project development pipeline and activity with potential customers. Potential projects are added to the project development pipeline only after Global Hydrogen has met with the potential customer, discussed the scope of the project and discussed the project’s feasibility, preliminary sizing and design. Management has determined that its projections are reasonable based on its review and status of its potential projects. Global Hydrogen has not yet successfully closed on any project, and recently Global Hydrogen’s projections were revised to reflect the loss of an originally-forecast systems and equipment project which was expected to close in the third quarter of 2023.

Current wording

Global Gas has not yet generated any revenue and does not anticipate generating revenue from the sale of systems and equipment to customers in 2024. Global Hydrogen management actively reviews its project development pipeline and activity with potential customers. Potential projects are added to the project development pipeline only after Global Hydrogen has met with the potential customer, discussed the scope of the project and discussed the project’s feasibility, preliminary sizing and design. Management has determined that its projections are reasonable based on its review and status of its potential projects. Global Hydrogen has not yet successfully closed on any project.

Previous wording

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 wording

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 OTCQB with trading symbols “HGAS” and “HGASW”, respectively.

Previous 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:

Current wording

The following tables set forth our condensed consolidated statement of operations for the three and nine months ended September 30, 2024 and three months ended September 30, 2023 and the period from February 16, 2023 (inception) to September 30, 2023, and the dollar and percentage change between the two periods:

Previous wording

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.

Current wording

General and administrative expenses decreased by $11,657 for the three months ended September 30, 2024 compared to the three months ended September 30, 2023, primarily related to a reduction in franchise tax expense and professional fees, partially offset by an increase in legal fees.

Previous 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.

Current wording

General and administrative expenses decreased by $115,755 for the nine months ended September 30, 2024 compared to the period from February 16, 2023 (inception) to September 30, 2023, primarily related to franchise tax expense and payroll expenses.

Previous wording

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 wording

For the three and nine months ended September 30, 2024, the Company earned $2,643 and $15,118, respectively, of interest income on cash equivalents.

Previous wording

For the three and six months ended June 30, 2023, the Company earned $49 of interest income on cash equivalents.

Current wording

For the three months ended September 30, 2024 and the period from February 16, 2023 (inception) to September 30, 2023, the Company earned $36 and $85, respectively, of interest income on cash equivalents.

Previous 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.

Current wording

The change in fair value of warrant liabilities of $5,390 and $357,080, respectively, is recognized into other expense and other income, respectively for the three and nine months ended September 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 $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.

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 $192,444 in cash and cash equivalents, a working capital deficit of $282,813, and an accumulated deficit of $197,439 as of September 30, 2024.

Previous wording

The Company’s future capital requirements will depend on many factors, including the Company’s revenue growth rate, the timing and extent of spending to support further sales and marketing and research and development efforts. In order to finance these opportunities, the Company will need to raise additional financing. While there can be no assurances, the Company intends to raise such capital through issuances of additional equity raises. If additional financing is required from outside sources, the Company may not be able to raise it on terms acceptable to the Company or at all. If the Company is unable to raise additional capital when desired, the Company’s business, results of operations and financial condition would be materially and adversely affected.

Current wording

The Company’s future capital requirements will depend on many factors, including the Company’s revenue growth rate, the timing and extent of spending to support further sales and marketing and research and development efforts. In order to finance these opportunities, the Company will need to raise additional financing. While there can be no assurances, the Company intends to raise such capital through issuances of additional equity. If additional financing is required from outside sources, the Company may not be able to raise it on terms acceptable to the Company or at all. If the Company is unable to raise additional capital when desired, the Company’s business, results of operations and financial condition would be materially and adversely affected.

Previous wording

Cash flows for the six months ended June 30, 2024 and the period from February 16, 2023 (inception) to December 31, 2023.

Current wording

Cash flows for the nine months ended September 30, 2024 and the period from February 16, 2023 (inception) to September 30, 2023.

Previous 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:

Current wording

The following table summarizes cash flows from operating and financing activities for the nine months ended September 30, 2024 and the period from February 16, 2023 (inception) to September 30, 2023:

Previous 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.

Current wording

Net cash and cash equivalents used in operating activities for the nine months ended September 30, 2024 was $1,265,884, 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 an increase in deferred revenue and net income for the period.

Previous 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

Current wording

Net cash and cash equivalents used in operating activities for the period from February 16, 2023 (inception) to September 30, 2023 was $96,715, primarily related to the net loss for the period partially offset by the increase in accounts payable and accrued expense.

Previous 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.

Current wording

Net cash and cash equivalents provided by financing activities during the nine months ended September 30, 2024 was $275,000, consisting of the proceeds received from forward purchase agreement contract.

Previous 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.

Current wording

Net cash and cash equivalents provided by financing activities during the period from February 16, 2023 (inception) to September 30, 2023 was $97,242, consisting primarily of capital contribution from members and proceeds from promissory notes – related party.