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Global Gas | 8-K: Current report

SEC announcement ·  Dec 28, 2023 13:00
Summary by Futu AI
On December 21, 2023, Global Gas Corporation, previously known as Dune Acquisition Corporation, completed its business combination with Global Hydrogen Energy LLC, marking the closure of a transaction initially announced on May 14, 2023. The business combination was executed through an 'Up-C' structure, allowing sellers to retain equity ownership in Holdings, a partnership for US federal income tax purposes. William Bennett Nance, Jr., founder and CEO of Global Hydrogen, became the CEO and a director of Global Gas Corporation. Concurrent with the closing, the company's Class A Common Stock and warrants began trading on the Nasdaq under the symbols 'HGAS' and 'HGASW'. The transaction was approved by Dune's stockholders at a special meeting on December 4, 2023, with 4,515,329 shares voting in favor. As...Show More
On December 21, 2023, Global Gas Corporation, previously known as Dune Acquisition Corporation, completed its business combination with Global Hydrogen Energy LLC, marking the closure of a transaction initially announced on May 14, 2023. The business combination was executed through an 'Up-C' structure, allowing sellers to retain equity ownership in Holdings, a partnership for US federal income tax purposes. William Bennett Nance, Jr., founder and CEO of Global Hydrogen, became the CEO and a director of Global Gas Corporation. Concurrent with the closing, the company's Class A Common Stock and warrants began trading on the Nasdaq under the symbols 'HGAS' and 'HGASW'. The transaction was approved by Dune's stockholders at a special meeting on December 4, 2023, with 4,515,329 shares voting in favor. As part of the combination, 747,518 shares of Dune's common stock were redeemed for approximately $10.04 per share. Post-closing, the company has 5,428,256 shares of Class A Common Stock and 4,300,000 shares of Class B Common Stock outstanding, along with 8,624,981 public warrants and 4,850,000 private warrants. The company also entered into several agreements, including a Nomination Agreement, Registration Rights Agreement, and Exchange Agreement, and amended its indemnification agreements and related party notes. On December 22, 2023, Global Gas received a notice from Nasdaq regarding potential delisting due to non-compliance with initial listing standards, which the company is addressing through a hearing request.

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