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 financial statements as of and for the three months ended June 30, 2025 and 2024, for the six months ended June 30, 2025 and 2024 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 financial statements as of and for the three months ended September 30, 2025 and 2024, for the nine months ended September 30, 2025 and 2024 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

The following tables sets forth our condensed unaudited consolidated statements of operations for the three and six months ended June 30, 2025 and 2024, and the dollar and percentage change between the two periods:

Current wording

The following tables sets forth our condensed unaudited consolidated statements of operations for the three and nine months ended September 30, 2025 and 2024, and the dollar and percentage change between the two periods:

Previous wording

For the three months ended June 30, 2025 and 2024, the Company recognized $0 and $0, respectively, of revenue from a project recognized on a net basis. For the six months ended June 30, 2025 and 2024, the Company recognized $33,012 and $0, respectively, of revenue from a project recognized on a net basis.

Current wording

For the three months ended September 30, 2025 and 2024, the Company recognized $0 and $0, respectively, of revenue from a project recognized on a net basis. For the nine months ended September 30, 2025 and 2024, the Company recognized $33,012 and $0, respectively, of revenue from a project recognized on a net basis.

Previous wording

During the three and six months ended June, 30, 2025, the Company received a refund of Delaware franchise taxes overpaid in 2023 of $202,173.

Current wording

During the three and nine months ended September 30, 2025, the Company received a refund of Delaware franchise taxes overpaid in 2023 of $0 and $202,173, respectively.

Previous wording

General and administrative expenses decreased by $35,290 for the three months ended June 30, 2025 compared to the three months ended June 30, 2024, primarily related to franchise tax expense, legal fees and professional fees. General and administrative expenses decreased by $50,323 for the six months ended June 30, 2025 compared to the six months ended June 30, 2024, primarily related to franchise tax expense, legal fees and professional fees.

Current wording

General and administrative expenses increased by $21,079 for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, primarily related to franchise tax expense, legal fees and professional fees. General and administrative expenses decreased by $29,244 for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily related to franchise tax expense, legal fees and professional fees.

Previous wording

For the three months ended June 30, 2025 and 2024, the Company earned $874 and $4,909, respectively, of interest income on cash balances at bank. For the six months ended June 30, 2025 and 2024, the Company earned $1,759 and $12,475, respectively, of interest income on cash balances at bank.

Current wording

For the three months ended September 30, 2025 and 2024, the Company earned $739 and $2,643, respectively, of interest income on cash balances at bank. For the nine months ended September 30, 2025 and 2024, the Company earned $2,498 and $15,118, respectively, of interest income on cash balances at bank.

Previous wording

For the three months ended June 30, 2025 and 2024, the Company incurred $3,414 and $0 respectively, of interest expense on its convertible promissory notes. For the six months ended June 30, 2025 and 2024, the Company incurred $7,767 and $0, respectively, of interest expense on its convertible promissory notes.

Current wording

For the three months ended September 30, 2025 and 2024, the Company incurred $3,453 and $0 respectively, of interest expense on its convertible promissory notes. For the nine months ended September 30, 2025 and 2024, the Company incurred $11,220 and $0, respectively, of interest expense on its convertible promissory notes.

Previous wording

The change in fair value of warrant liabilities for the three months ended June 30, 2025 and 2024 of $4,040 and $471,620, respectively, is recognized into other income. The change in fair value of warrant liabilities for the six months ended June 30, 2025 and 2024 of $8,080 and $362,470, respectively, is recognized into other income and other expense.

Current wording

The change in fair value of warrant liabilities for the three months ended September 30, 2025 and 2024 of $16,170 and $5,390, respectively, is recognized into other expense. The change in fair value of warrant liabilities for the nine months ended September 30, 2025 and 2024 of $8,090 and $357,080, respectively, is recognized into other expense and other income, respectively.

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 $83,772 in cash and cash equivalents, a working capital deficit of $274,570, and an accumulated deficit of $307,482 as of June 30, 2025.

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 $48,307 in cash and cash equivalents, a working capital deficit of $307,470, and an accumulated deficit of $468,652 as of September 30, 2025.

Previous wording

Cash flows for the six months ended June 30, 2025 and 2024

Current wording

Cash flows for the nine months ended September 30, 2025 and 2024

Previous wording

The following table summarizes cash flows from operating, investing and financing activities for the six months ended June 30, 2025 and 2024:

Current wording

The following table summarizes cash flows from operating, investing and financing activities for the nine months ended September 30, 2025 and 2024:

Previous wording

Net cash and cash equivalents used in operating activities for the six months ended June 30, 2025 was $28,167, primarily related to the decrease in deferred revenue and repayment of accounts payable – related party partially offset by a decrease in deposit.

Current wording

Net cash and cash equivalents used in operating activities for the nine months ended September 30, 2025 was $63,632, primarily related to the decrease in deferred revenue and repayment of accounts payable – related party partially offset by a decrease in deposit.

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 to the decrease in accounts payable and accrued expenses and change in fair value of derivative warrant liabilities, partially offset by net income for the period and the increase in deferred revenue.

Previous wording

Net cash and cash equivalents used in financing activities for the six months ended June 30, 2025 was $2,207, consisting of payments to a related party.

Current wording

Net cash and cash equivalents used in financing activities for the nine months ended September 30, 2025 was $2,207, consisting of payments to a related party.

Previous wording

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

Previous wording

A summary of our significant accounting policies is included in Note 3, “Summary of significant accounting policies” to the accompanying condensed unaudited consolidated financial statements. Certain of our accounting policies are considered critical, as these policies require significant, difficult or complex judgments by management, often requiring the use of estimates about the effects of matters that are inherently uncertain. Our critical policies are summarized in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Current wording

A summary of our significant accounting policies is included in Note 3, “Summary of significant accounting policies” to the accompanying condensed unaudited consolidated financial statements. Certain of our accounting policies are considered critical, as these policies require significant, difficult or complex judgments by management, often requiring the use of estimates about the effects of matters that are inherently uncertain.

Previous wording

If a warrant does not meet the conditions for stockholders’ deficit classification, it is carried on the condensed unaudited consolidated balance sheets as a warrant liability measured at fair value, with subsequent changes in the fair value of the warrant recorded in other non-operating losses (gains) in the condensed consolidated statements of operations. If a warrant meets both conditions for equity classification, the warrant is initially recorded, at its relative fair value on the date of issuance, in stockholders’ deficit in the condensed unaudited consolidated balance sheets, and the amount initially recorded is not subsequently remeasured at fair value.

Current wording

fair value of the warrant recorded in other non-operating losses (gains) in the condensed consolidated statements of operations. If a warrant meets both conditions for equity classification, the warrant is initially recorded, at its relative fair value on the date of issuance, in stockholders’ deficit in the condensed unaudited consolidated balance sheets, and the amount initially recorded is not subsequently remeasured at fair value.

Previous wording

Global Hydrogen does not currently hold material intellectual property beyond certain logos and domain names assigned to the Company by William Bennett Nance, Jr.

Current wording

Global Hydrogen does not currently hold material intellectual property beyond certain logos and domain names assigned to the Company by William Bennett Nance, Jr., the former Chief Executive Officer and Founder of Global Hydrogen and a former director of the Company.