Global Gas Corp
For the period ended Dec 31, 2024. Filed Mar 31, 2025.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Mar 31, 2025
HGAS$0.060.0%Stored close · as of Jul 8, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-K
Period ended 2023-12-31; filed 2024-04-01.
0001213900-24-028142
Item 1A. Risk FactorsCurrent report: 10-K
Period ended 2024-12-31; filed 2025-03-31.
0001213900-25-026224
Item 1A. Risk FactorsThe 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 148 previous paragraphs and 141 current paragraphs.
129 unchanged; 12 reworded; 0 added; 7 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 26 previous and 24 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.
Removed paragraphs (7)
Previous report
In March 2020, the Delaware Supreme Court issued a decision inSalzburg et al. v. Sciabacucchi, which found that an exclusive forum provision providing for claims under the Securities Act to be brought in federal court is facially valid under Delaware law. It is unclear whether this decision will be appealed, or what the final outcome of this case will be. Global Gas intends to enforce this provision, but it does not know whether courts in other jurisdictions will agree with this decision or enforce it.
Previous report
Global Gas’ securities are listed on Nasdaq. However, Global Gas cannot assure you that its securities will continue to be listed on Nasdaq. In order to continue listing its securities on Nasdaq, Global Gas must maintain certain financial, distribution and stock price levels. Generally, Global Gas must maintain a minimum amount of stockholders’ equity (generally $4.0 million) and a minimum number of holders of its securities (generally 300 unrestricted, round-lot holders).
Previous report
On December 22, 2023, we received a notice (the “Notice”) from the staff of the Listing Qualifications Department of Nasdaq indicating that, unless the we timely request a hearing before the Nasdaq Hearings Panel (the “Panel”), the our securities (common stock and warrants) would be subject to suspension and delisting from Nasdaq on January 3, 2024, due to failure to satisfy the initial listing standards of The Nasdaq Capital Market upon closing of the Business Combination in accordance with Nasdaq Rule 5101-2. Specifically, we have not demonstrated 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. We timely requested a hearing before the Panel, which hearing was held on March 19, 2024 and resulted in a stay of any suspension or delisting action pending the outcome of the hearing.
Previous report
If Nasdaq delists Global Gas’ securities from trading on its exchange and Global Gas is not able to list its securities on another national securities exchange, Global Gas expects its securities could be quoted on an over-the-counter market. If this were to occur, Global Gas could face significant material adverse consequences, including:
Previous report
Although Global Gas will not be a “controlled company” within the meaning of the Nasdaq rules, Global Gas might become a “controlled company” in the future, and, as a result, Global Gas stockholders may not have certain corporate governance protections that are available to stockholders of companies that are not controlled companies.
Previous report
If more than 50% of the voting power for the election of Global Gas’ directors is held by an individual, a group or another company, Global Gas will become a “controlled company” within the meaning of the Nasdaq corporate governance standards. The Sponsor and William Bennett Nance, Jr. hold approximately 86.4% of the combined voting power of Global Gas immediately following the Closing. The Sponsor and William Bennett Nance, Jr. have no agreement or arrangement to act together with respect to voting of the Global Gas common stock, and thus they have not formed a “group” for purposes of controlled company status. Although no individual, group or other company will have more than 50% of the voting power of Global Gas, the Sponsor and William Bennett Nance, Jr. may in the future decide to act as a group, and this concentration of voting power would cause Global Gas to become a “controlled company” within the meaning of the Nasdaq corporate governance standards.
Previous report
As a result, if Global Gas becomes a “controlled company” within the meaning of the Nasdaq corporate governance standards, then Global Gas will not be subject to certain requirements that would otherwise require it to have, among other things: (i) a majority of its board of directors consist of “independent directors” as defined under the rules of the Nasdaq; (ii) a compensation committee that is composed entirely of directors who meet the Nasdaq independence standards for compensation committee members; and (iii) director nominations made, or recommended to the full board of directors, by its independent directors or by a nominations committee that consists entirely of independent directors.
Reworded paragraphs (12)
Previous wording
An increase in energy costs, including as a result of the ongoing conflict between Russia and Ukraine, may materially adversely affect our business, financial condition, and results of operations.
Current wording
An increase in energy costs may materially adversely affect our business, financial condition, and results of operations.
Previous wording
Our results of operations may be affected by volatility in the cost and availability of energy, which is subject to global supply and demand and other factors beyond our control. The ongoing conflict between Russia and Ukraine as well as the hostilities in the Middle East between Israel and Hamas, has impacted global energy markets, particularly in Europe, leading to high volatility and increasing prices for crude oil, natural gas and other energy supplies. Higher energy costs may result in increases in operating expenses at our potential manufacturing facilities, in the expense of shipping materials to our potential facilities, and in the expense of operating certain of our potential projects for which we may procure natural gas, all of which may in turn adversely affect our business, financial condition, and results of operations.
Current wording
Our results of operations may be affected by volatility in the cost and availability of energy, which is subject to global supply and demand and other factors beyond our control. Ongoing conflicts, such as those between Russia and Ukraine as well as the hostilities in the Middle East between Israel and Hamas, has impacted global energy markets, particularly in Europe, leading to high volatility and increasing prices for crude oil, natural gas and other energy supplies. Higher energy costs may result in increases in operating expenses at our potential manufacturing facilities, in the expense of shipping materials to our potential facilities, and in the expense of operating certain of our potential projects for which we may procure natural gas, all of which may in turn adversely affect our business, financial condition, and results of operations.
Previous wording
The demand for our products and services is sensitive to the production activity, capital spending and demand for products and services of our potential customers worldwide. Recently, we have observed increased economic uncertainty in the United States and abroad, including inflation and higher interest rates. Impacts of such economic weakness include falling overall demand for goods and services, leading to reduced profitability, reduced credit availability, higher borrowing costs, reduced liquidity, volatility in credit, equity and foreign exchange markets, and bankruptcies. These developments may lead to supply chain disruption and transportation delays which may negatively impact our business and growth. In addition, as our potential customers react to global economic conditions and the potential for a global recession, they may reduce spending on the products and services we plan to provide, which may lead to our inability to attract customers and could limit our ability to grow our business and negatively affect our operating results and financial condition.
Current wording
The demand for our products and services is sensitive to the production activity, capital spending and demand for products and services of our potential customers worldwide. In recent years, we have observed increased economic uncertainty in the United States and abroad, including inflation and higher interest rates. Impacts of such economic weakness include falling overall demand for goods and services, leading to reduced profitability, reduced credit availability, higher borrowing costs, reduced liquidity, volatility in credit, equity and foreign exchange markets, and bankruptcies. These developments may lead to supply chain disruption and transportation delays which may negatively impact our business and growth. In addition, as our potential customers react to global economic conditions, they may reduce spending on the products and services we plan to provide, which may lead to our inability to attract customers and could limit our ability to grow our business and negatively affect our operating results and financial condition.
Previous wording
Our planned operations will require significant amounts of necessary parts and raw materials. If we are unable to source these parts or raw materials, our future operations may be disrupted, or we could experience a delay or halt in our business. Reduced availability or interruption in supplies, whether resulting from more stringent regulatory requirements, supplier financial condition, increases in duties and tariff costs, disruptions in transportation, an outbreak of a severe public health pandemic, such as the COVID-19 pandemic, including resurgences and the emergence of new variants of COVID-19, severe weather, or the occurrence or threat of wars or other conflicts, could have an adverse effect on our financial condition, results of operations and cash flows. For example, the Company may experience supply chain issues related to the COVID-19 pandemic, including but not limited to suppliers utilizing force majeure provisions under potential, future contracts. Furthermore, the ongoing global economic recovery from the COVID-19 pandemic has caused significant challenges for global supply chains resulting in inflationary cost pressures, component shortages, and transportation delays. We expect that these challenges could continue to have an impact on our businesses for the foreseeable future.
Current wording
Our planned operations will require significant amounts of necessary parts and raw materials. If we are unable to source these parts or raw materials, our future operations may be disrupted, or we could experience a delay or halt in our business. Reduced availability or interruption in supplies, whether resulting from more stringent regulatory requirements, supplier financial condition, increases in duties and tariff costs, disruptions in transportation, an outbreak of a severe public health pandemic, such as the COVID-19, severe weather, or the occurrence or threat of wars or other conflicts, could have an adverse effect on our financial condition, results of operations and cash flows.
Previous wording
An active market for Global Gas’ securities may not be maintained, which would adversely affect the liquidity and price of Global Gas’ securities.
Current wording
An active market for Global Gas’ securities may not develop, which would adversely affect the liquidity and price of Global Gas’ securities.
Previous wording
The price of Global Gas’ securities may vary significantly due to factors specific to Global Gas as well as to general market or economic conditions. Furthermore, an active trading market for Global Gas’ securities may not be maintained. You may be unable to sell your securities unless a market can be maintained.
Current wording
The price of Global Gas’ securities may vary significantly due to factors specific to Global Gas as well as to general market or economic conditions. Furthermore, an active trading market for Global Gas’ securities may not develop. You may be unable to sell your securities unless a market can be maintained.
Previous wording
In addition, Global Gas intends to file a registration statement to register shares reserved for future issuance under Global Gas’ equity compensation plans. Upon effectiveness of that registration statement, subject to the satisfaction of applicable vesting restrictions and the expiration or waiver of the market standoff agreements and lock-up agreements referred to above, the shares issued upon exercise of outstanding stock options, restricted stock unit awards, and warrants or the vesting of other equity awards granted under such plans will be available for immediate resale in the public market.
Current wording
In addition, Global Gas expects to file a registration statement to register shares reserved for future issuance under Global Gas’ equity compensation plans. Upon effectiveness of that registration statement, subject to the satisfaction of applicable vesting restrictions and the expiration or waiver of the market standoff agreements and lock-up agreements referred to above, the shares issued upon exercise of outstanding stock options, restricted stock unit awards, and warrants or the vesting of other equity awards granted under such plans will be available for immediate resale in the public market.
Previous wording
Our Warrants are exercisable at $11.50 per share. On March 25, 2024, the closing price of our Class A Common Stock was $1.44. Accordingly, the exercise prices of the Warrants on such date were greater than the current market price of our Class A Common Stock. Such Warrants are therefore unlikely to be exercised and the Company would not receive any proceeds from such exercise of the Warrants. 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 Class A Common Stock at the time of any such holder’s determination.
Current wording
Our Warrants are exercisable at $11.50 per share. On March 28, 2025, the closing price of our Class A Common Stock was $0.23. Accordingly, the exercise prices of the Warrants on such date were greater than the current market price of our Class A Common Stock. Such Warrants are therefore unlikely to be exercised and the Company would not receive any proceeds from such exercise of the Warrants. 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 Class A Common Stock at the time of any such holder’s determination.
Previous wording
The Amended and Restated Charter requires, to the fullest extent permitted by law, that derivative actions brought in Global Gas’ name, actions against directors, officers and employees for breach of fiduciary duty, actions asserting an “internal corporate claim,” as defined in Section 115 of the DGCL, and other similar actions may be brought in the Court of Chancery or, if that court lacks subject matter jurisdiction, another federal or state court situated in the State of Delaware. Any person or entity purchasing or otherwise acquiring any interest in shares of Global Gas’ capital stock shall be deemed to have notice of and consented to the forum provisions in the Amended and Restated Charter. In addition, the Amended and Restated Charter and Amended and Restated Bylaws of Global Gas (the “Global Gas Bylaws”) provides that the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action under the Securities Act and the Exchange Act. While the exclusive forum provision does not restrict the ability of stockholders to bring claims under the Securities Act, it may limit stockholders’ ability to bring a claim in the judicial forum that they find favorable and may increase certain litigation costs on the stockholders, which may discourage the filing of claims under the Securities Act against Global Gas, its directors and officers.
Current wording
The Amended and Restated Charter requires, to the fullest extent permitted by law, that derivative actions brought in Global Gas’ name, actions against directors, officers and employees for breach of fiduciary duty, actions asserting an “internal corporate claim,” as defined in Section 115 of the DGCL, and other similar actions may be brought in the Court of Chancery or, if that court lacks subject matter jurisdiction, another federal or state court situated in the State of Delaware. Any person or entity purchasing or otherwise acquiring any interest in shares of Global Gas’ capital stock shall be deemed to have notice of and consented to the forum provisions in the Amended and Restated Charter. In addition, the Amended and Restated Charter and Amended and Restated Bylaws of Global Gas (the “Global Gas Bylaws”) provides that the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action under the Securities Act and the Exchange Act.
Previous wording
This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with Global Gas or any of its directors, officers, other employees or stockholders, which may discourage lawsuits with respect to such claims. Alternatively, if a court were to find the choice of forum provision contained in the Amended and Restated Charter to be inapplicable or unenforceable in an action, Global Gas may incur additional costs associated with resolving such action in other jurisdictions, which could harm its business, operating results and financial condition.
Current wording
While the exclusive forum provision does not restrict the ability of stockholders to bring claims under the Securities Act, it may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with Global Gas or any of its directors, officers, other employees or stockholders, which may discourage lawsuits with respect to such claims. Alternatively, if a court were to find the choice of forum provision contained in the Amended and Restated Charter to be inapplicable or unenforceable in an action, Global Gas may incur additional costs associated with resolving such action in other jurisdictions, which could harm its business, operating results and financial condition.
Previous wording
Nasdaq may delist Global Gas’ securities from trading on its exchange, which could limit investors’ ability to make transactions in Global Gas’ securities and subject Global Gas to additional trading restrictions.
Current wording
Global Gas’ securities are not listed on a national securities exchange, which may limit investors’ ability to make transactions in Global Gas’ securities and subject Global Gas to additional trading restrictions.
Previous wording
If Nasdaq delists any of our securities from trading on its exchange and we are not able to list such securities on another approved national securities exchange, we expect that such securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including: (i) a limited availability of market quotations for our securities, (ii) reduced liquidity for our securities, (iii) a determination that our public shares are “penny stocks” which will require brokers trading in our public shares to adhere to more stringent rules, including being subject to the depository requirements of Rule 419 of the Securities Act, and possibly result in a reduced level of trading activity in the secondary trading market for our securities, (iv) a decreased ability to issue additional securities or obtain additional financing in the future, and (v) a less attractive acquisition vehicle to a target business in connection with an initial business combination. The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Global Gas’ public shares, units and warrants qualify as covered securities under such statute. If we were no longer listed on Nasdaq, our securities would not qualify as covered securities under such statute and we would be subject to regulation in each state in which we offer our securities.
Current wording
Global Gas’ securities are currently quoted on the OTCQB rather than being listed on a national securities exchange. As a result, we could face significant material adverse consequences, including: (i) a limited availability of market quotations for our securities, (ii) reduced liquidity for our securities, (iii) a determination that our public shares are “penny stocks” which will require brokers trading in our public shares to adhere to more stringent rules, including being subject to the depository requirements of Rule 419 of the Securities Act, and possibly result in a reduced level of trading activity in the secondary trading market for our securities, (iv) a decreased ability to issue additional securities or obtain additional financing in the future, and (v) a less attractive acquisition vehicle to a target business in connection with an initial business combination. The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Global Gas’ securities no longer qualify as covered securities under such statute and we are subject to regulation in each state in which we offer our securities.