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 condensed consolidated financial statements for the three months ended March 31, 2026 and 2025 and our audited financial statements as of the year ended December 31, 2025, included in Form 10-K filed with the Securities and Exchange Commission (“SEC”) on April 15, 2026. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from such forward-looking statements. Factors that could cause or contribute to those differences include, but are not limited to, those identified below and those discussed in the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” included elsewhere in this report. Additionally, our historical results are not necessarily indicative of the results that may be expected in any future period. Amounts are presented in U.S. dollars.

Current wording

The following “Management’s Discussion and Analysis of Financial Condition and Results of Operations” should be read in conjunction with our condensed consolidated financial statements for the three and six months ended June 30, 2026 and 2025 and our audited financial statements as of the year ended December 31, 2025, included in Form 10-K filed with the Securities and Exchange Commission (“SEC”) on April 15, 2026. This discussion and analysis contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from such forward-looking statements. Factors that could cause or contribute to those differences include those identified below, those identified in “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” included elsewhere in this report. Additionally, our historical results are not necessarily indicative of the results that may be expected in any future period. Amounts are presented in U.S. dollars.

Previous wording

This report contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “PSLRA”). Forward-looking statements may be identified by the use of words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would,” “will,” “shall,” “seek,” “result,” “become,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean a statement is not forward looking. Indications of, and guidance or outlook on, future earnings, dividends or financial position or performance are also forward looking statements. These forward-looking statements include, but are not limited to: (1) references with respect to the anticipated benefits of the proposed Business Combination and anticipated closing timing; (2) the anticipated capitalization and enterprise value of the combined company following the consummation of the proposed Business Combination; (3) current and future potential commercial and customer relationships; and (4) anticipated demand for New Global’s product and service offerings.

Current wording

This report contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “PSLRA”). Forward-looking statements can be identified by the use of words such as “may,” “should,” “could,” “estimate,” “expects,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would,” “will,” “shall,” “seek,” “result,” “become,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean a statement is not forward looking. Indications of, and guidance or outlook on, future earnings, dividends or financial position or performance are also forward looking statements. These forward-looking statements include, but are not limited to: (1) references with respect to the anticipated benefits of the proposed Business Combination and anticipated closing timing; (2) the anticipated capitalization and enterprise value of the combined company following the consummation of the proposed Business Combination; (3) current and future potential commercial and customer relationships; and (4) anticipated demand for New Global’s product and service offerings.

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) risks relating to Global Hydrogen’s operations and business, including its ability to raise financing, hire employees, secure supplier, customer and other commercial contracts, obtain licenses and information technology and protect itself against cybersecurity risks; (iii) intense competition and competitive pressures from other companies worldwide in the industries in which it operates; (iv) litigation and the ability to adequately protect its intellectual property rights; (v) changes in applicable laws or regulations; and (vi) 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. Most forward-looking statements are predictions or projections of 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) risks relating to Global Hydrogen’s operations and business, including its ability to financing, hire employees, secure supplier, customer and other commercial contracts, obtain licenses and information technology and protect itself against cybersecurity risks; (iii) intense competition and competitive pressures from other companies worldwide in the industries in which it operates; (iv) litigation and the ability to adequately protect its intellectual property rights; (v) changes in applicable laws or regulations; and (vi) the possibility that Global Hydrogen may be adversely affected by other economic, business and/or competitive factors.

Previous wording

Global Gas Corporation is a nascent pure-play hydrogen and carbon recovery project developer and industrial gas supplier that has commenced initial operations and is building a growing project development pipeline. 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. Since its inception, Global Hydrogen has worked to establish relationships in the form of channel checks with non-exclusive independent equipment suppliers and discussions with vendors. As we expand our operations, we intend to offer potential customers reliable, low-carbon and clean hydrogen, pure carbon dioxide, and other gases generated from a variety of feedstocks. We intend for our operations to include (i) the sourcing, identification, evaluation and vetting of offtake customers seeking to purchase industrial gases, (ii) the securing of local feedstocks, equipment, and utilities, (iii) the planning and management of projects and (iv) the structuring and financing of our projects. We intend to offer our customers attractive pricing as we select and secure local, often waste, feedstock, and plan to deploy established industrial gas generation, storage, compression, and dispensing technologies in our projects. On each planned project, we seek to sell multiple gas products, sourced from a single feedstock, for offtake to customers. We also intend to utilize and bring to market secondary offtake products such as oxygen. Global Hydrogen is currently a minority-owned business and we are targeting both privately- and publicly-funded hydrogen development and selected carbon recovery projects, including projects supported by local, county, state, and national-level governments in North America, Western Europe, and Great Britain.

Current wording

Global Gas Corporation is a nascent pure-play hydrogen and carbon recovery project developer and industrial gas supplier that has commenced initial operations and is building a growing project development pipeline. 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. Since its inception, Global Hydrogen has worked to establish relationships in the form of channel checks with nonexclusive independent equipment suppliers and discussions with vendors. As we expand our operations, we intend to offer potential customers reliable, low-carbon and clean hydrogen, pure carbon dioxide, and other gases generated from a variety of feedstocks. We intend for our operations to include (i) the sourcing, identification, evaluation and vetting of offtake customers seeking to purchase industrial gases, (ii) the securing of local feedstocks, equipment, and utilities, (iii) the planning and management of projects and (iv) the structuring and financing of our projects. We intend to offer our customers attractive pricing as we select and secure local, often waste, feedstock, and plan to deploy established industrial gas generation, storage, compression, and dispensing technologies in our projects. On each planned project, we seek to sell multiple gas products, sourced from a single feedstock, for offtake to customers. We also intend to utilize and bring to market secondary offtake products such as oxygen. Global Hydrogen is currently a minority-owned business and we are targeting both privately- and publicly-funded hydrogen development and selected carbon recovery projects, including projects supported by local, county, state, and national-level governments in North America, Western Europe, and Great Britain.

Previous wording

In selecting feedstock to generate industrial gases, we will primarily target renewable waste and will need to seek arrangements with owners of renewable waste feedstock, such as wastewater treatment plants, landfills, food waste processing facilities, and agricultural farms, to access their renewable waste feedstock. In addition to generating industrial gases from renewable waste feedstock, we plan to generate gases from non-renewable sources including pipeline natural gas. We will need to seek arrangement with owners of such non-renewable feedstock. On projects where a non-renewable, or high greenhouse gas output, energy source is used, as well as on selected other projects where such technology is required to produce clean hydrogen, we may deploy carbon recovery technology — more commonly known as carbon capture technology.

Current wording

In selecting feedstock to generate industrial gases, we will primarily target renewable waste and will need to seek arrangements with owners of renewable waste feedstock, such as wastewater treatment plants, landfills, food waste processing facilities, and agricultural farms, to access their renewable waste feedstock. In addition to generating industrial gases from renewable waste feedstock, we plan to generate gases from non-renewable sources including pipeline natural gas. We will need to seek arrangements with owners of such non-renewable feedstocks. On projects where a non-renewable feedstock is used to generate gas output, energy source is used, as well as on selected other projects where such technology is required to produce clean hydrogen, we may deploy carbon recovery technology — more commonly known as carbon capture technology.

Previous wording

On the hydrogen side, we seek to serve traditional industrial gas customers, and are particularly focused on plans to serve the rapidly growing hydrogen-as-energy-carrier market, comprising heavy duty hauling transportation operators such as transit bus agencies, long haul truck fleet operators, truck leasing operators, and refuse collection truck operators, many of whom are considering deploying hydrogen fuel cell powertrain vehicles to decarbonize their fleets which currently runs almost exclusively on diesel. On the carbon dioxide side, we target both traditional industrial users of the gas, including food & beverage grade users such as brewers and beverage bottlers requiring carbonation, as well as emerging users such as the producers of green building materials.

Current wording

On the hydrogen side, we seek to serve traditional industrial gas customers, and are particularly focused on plans to serve the rapidly growing hydrogen-as-energy-carrier market, comprising heavy duty hauling transportation operators such as transit bus agencies, long haul truck operators, truck leasing operators, and refuse collection truck operators, many of whom are considering deploying hydrogen fuel cell power train vehicles to decarbonize their fleets which currently runs almost exclusively on diesel. On the carbon dioxide side, we target both traditional industrial users of the gas, including food & beverage grade users such as brewers and beverage bottlers requiring carbonation, as well as emerging users such as the producers of green building materials.

Previous wording

The following tables sets forth our condensed consolidated statements of operations for the three months ended March 31, 2026 and 2025, and the dollar and percentage change between the two periods:

Current wording

The following tables sets forth our condensed consolidated statements of operations for the three and six months ended June 30, 2026 and 2025, and the dollar and percentage change between the two periods:

Previous wording

For the three months ended March 31, 2025, the Company recognized $33,012 of revenue from a project recognized on a net basis.

Current wording

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

Previous wording

General and administrative expenses decreased by $45,530 for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, primarily related to a decrease in legal fees and professional fees.

Current wording

General and administrative expenses decreased by $15,121 and $60,651 for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025, respectively, primarily related to a decrease in legal fees and professional fees.

Previous wording

For the three months ended March 31, 2026 and 2025, the Company earned $358 and $885, respectively, of interest income on cash balances at bank.

Current wording

For the three months ended June 30, 2026 and 2025, the Company earned $17 and $874, respectively, of interest income on cash balances at bank, and $375 and $1,759, respectively, for the six months ended June 30, 2026 and 2025.

Previous wording

For the three months ended March 31, 2026 and 2025, the Company incurred $3,378 and $4,353, respectively, of interest expense on its convertible promissory notes.

Current wording

For the three months ended June 30, 2026 and 2025, the Company incurred $3,414 of interest expense on its convertible promissory notes, and $6,792 and $7,767, respectively, for the six months ended June 30, 2026 and 2025.

Previous wording

The change in fair value of warrant liabilities for the three months ended March 31, 2026 and 2025 of $1,340 and $4,040, respectively, is recognized into other income on the condensed consolidated statement of operations.

Current wording

The change in fair value of warrant liabilities for the three months ended June 30, 2026 and 2025 of $25,600 and $4,040, respectively, and for the six months ended June 30, 2026 and 2025 of $24,260 and $8,080, respectively, is recognized into other income (expense) on the condensed consolidated statement of operations.

Previous wording

Since inception, the Company’s primary sources of liquidity have been cash flows from contributions from a member and a related party and from revenue from customers. The Company had $5,472 in cash, a working capital deficit of $299,776, and an accumulated deficit of $440,748 as of March 31, 2026.

Current wording

Since inception, the Company’s primary sources of liquidity have been cash flows from contributions from a member and a related party and from revenue from customers. The Company had $939 in cash, a working capital deficit of $323,857, and an accumulated deficit of $490,429 as of June 30, 2026.

Previous wording

Cash flows for the three months ended March 31, 2026 and 2025

Current wording

Cash flows for the six months ended June 30, 2026 and 2025

Previous wording

The following table summarizes cash flows from operating, investing and financing activities for the three months ended March 31, 2026 and 2025:

Current wording

The following table summarizes cash flows from operating, investing and financing activities for the six months ended June 30, 2026 and 2025:

Previous wording

Net cash used in operating activities for the three months ended March 31, 2026 was $43,241, primarily related to net loss and a decrease in accounts payable and accrued expenses.

Current wording

Net cash used in operating activities for the six months ended June 30, 2026 was $69,411, primarily related to net loss and a decrease in accounts payable and accrued expenses.

Previous wording

Net cash used in operating activities for the three months ended March 31, 2025 was $39,413, primarily related to net loss for the period and a decrease contract liabilities.

Current wording

Net cash used in operating activities for the six months ended June 30, 2025 was $28,167, primarily related to a decrease contract liabilities and a decrease in accounts payables - related party, offset by net income for the period.

Previous wording

Net cash used in financing activities during the three months ended March 31, 2025 was $707, consisting of payment to a related party.

Current wording

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