Cover
Cover - USD ($) $ in Millions | 11 Months Ended | ||
Dec. 31, 2023 | Mar. 25, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Interactive Data Current | Yes | ||
ICFR Auditor Attestation Flag | false | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Documents Incorporated by Reference [Text Block] | None | ||
Entity Information [Line Items] | |||
Entity Registrant Name | GLOBAL GAS CORPORATION | ||
Entity Central Index Key | 0001817232 | ||
Entity File Number | 001-39819 | ||
Entity Tax Identification Number | 85-1617911 | ||
Entity Incorporation, State or Country Code | DE | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Shell Company | false | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Public Float | $ 11.8 | ||
Entity Contact Personnel [Line Items] | |||
Entity Address, Address Line One | 99 Wall Street | ||
Entity Address, Address Line Two | Suite 436 | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10005 | ||
Entity Phone Fax Numbers [Line Items] | |||
City Area Code | (917) | ||
Local Phone Number | 327-0437 | ||
Class A common stock, par value $0.0001 per share | |||
Entity Listings [Line Items] | |||
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | ||
Trading Symbol | HGAS | ||
Security Exchange Name | NASDAQ | ||
Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share | |||
Entity Listings [Line Items] | |||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share | ||
Trading Symbol | HGASW | ||
Security Exchange Name | NASDAQ | ||
Class A Common Stock | |||
Entity Listings [Line Items] | |||
Entity Common Stock, Shares Outstanding | 5,428,526 | ||
Class B Common Stock | |||
Entity Listings [Line Items] | |||
Entity Common Stock, Shares Outstanding | 2,700,000 |
Audit Information
Audit Information | 11 Months Ended |
Dec. 31, 2023 | |
Auditor [Table] | |
Auditor Name | GRASSI & CO., CPAs, P.C. |
Auditor Firm ID | 606 |
Auditor Location | Jericho, New York |
Consolidated Balance Sheets
Consolidated Balance Sheets | Dec. 31, 2023 USD ($) |
Current assets: | |
Cash | $ 62,362 |
Prepaid expenses | 583 |
Marketable securities | 1,120,966 |
Total Current Assets | 1,183,911 |
TOTAL ASSETS | 1,183,911 |
Current liabilities: | |
Accounts payable and accrued expenses | 1,086,212 |
Total Current Liabilities | 1,487,381 |
Derivative warrant liabilities | 431,200 |
TOTAL LIABILITIES | 1,918,581 |
STOCKHOLDERS’ (DEFICIT) EQUITY | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; zero shares issued or outstanding as of December 31, 2023 | |
Subscription receivable | (2,608,141) |
Additional paid-in capital | 2,172,674 |
Accumulated deficit | (300,176) |
Total stockholders’ deficit | (734,670) |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 1,183,911 |
Class A Common Stock | |
STOCKHOLDERS’ (DEFICIT) EQUITY | |
Common stock, value | 543 |
Class B Common Stock | |
STOCKHOLDERS’ (DEFICIT) EQUITY | |
Common stock, value | 430 |
Related Party | |
Current liabilities: | |
Accounts payable – related party | 124,867 |
Advances – related party | 2,352 |
Promissory notes – related party | $ 273,950 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) | Dec. 31, 2023 $ / shares shares |
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Class A Common Stock | |
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares authorized | 380,000,000 |
Common stock, shares issued | 5,428,256 |
Common stock, shares outstanding | 5,428,256 |
Class B Common Stock | |
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares authorized | 20,000,000 |
Common stock, shares issued | 4,300,000 |
Common stock, shares outstanding | 4,300,000 |
Consolidated Statement of Opera
Consolidated Statement of Operations | 11 Months Ended |
Dec. 31, 2023 USD ($) $ / shares shares | |
Operating Expenses: | |
General and administrative | $ 408,453 |
Start up costs | 574 |
Loss from operations | (409,027) |
Other income: | |
Interest income | 1,051 |
Change in fair value of derivative warrant liabilities | 107,800 |
Total other income | 108,851 |
Net loss | $ (300,176) |
Class A Common Stock | |
Other income: | |
Weighted average shares outstanding, basic (in Shares) | shares | 170,700 |
Net loss per common stock, basic (in Dollars per share) | $ / shares | $ (0.07) |
Class B Common Stock | |
Other income: | |
Weighted average shares outstanding, basic (in Shares) | shares | 4,300,000 |
Net loss per common stock, basic (in Dollars per share) | $ / shares | $ (0.07) |
Consolidated Statement of Ope_2
Consolidated Statement of Operations (Parentheticals) | 11 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Class A Common Stock | |
Weighted average shares outstanding, diluted | shares | 170,700 |
Net loss per common stock, diluted | $ / shares | $ (0.07) |
Class B Common Stock | |
Weighted average shares outstanding, diluted | shares | 4,300,000 |
Net loss per common stock, diluted | $ / shares | $ (0.07) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' (Deficit) Equity - 11 months ended Dec. 31, 2023 - USD ($) | Class A Common Stock | Class B Common Stock | Members’ Contribution Amount | Subscription Receivable | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Feb. 15, 2023 | |||||||
Balance (in Shares) at Feb. 15, 2023 | |||||||
Members’ Contribution of Capital | 12,500 | 12,500 | |||||
Merger Recapitalization (Note 1) | $ 430 | (12,500) | 12,070 | ||||
Merger Recapitalization (Note 1) (in Shares) | 4,300,000 | ||||||
Issuance of common stock upon Business Combination | $ 449 | (447,443) | (446,994) | ||||
Issuance of common stock upon Business Combination (in Shares) | 4,488,642 | ||||||
Meteora Forward Purchase Agreement Shares | $ 94 | (2,608,141) | 2,608,047 | ||||
Meteora Forward Purchase Agreement Shares (in Shares) | 939,614 | ||||||
Net loss | (300,176) | (300,176) | |||||
Balance at Dec. 31, 2023 | $ 543 | $ 430 | $ (2,608,141) | $ 2,172,674 | $ (300,176) | $ (734,670) | |
Balance (in Shares) at Dec. 31, 2023 | 5,428,256 | 4,300,000 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows | 11 Months Ended |
Dec. 31, 2023 USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (300,176) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Interest on marketable securities | (966) |
Change in fair value of derivative warrant liabilities | (107,800) |
Changes in operating assets and liabilities: | |
Prepaid expenses | 21,275 |
Accounts payable – related party | 124,867 |
Accounts payable and accrued expenses | 102,638 |
Net cash used in operating activities | (160,162) |
Cash Flows from Investing Activities: | |
Investment in marketable securities | (1,120,000) |
Net cash used in investing activities | (1,120,000) |
Cash Flows from Financing Activities: | |
Proceeds from reverse capitalization | 1,225,222 |
Capital contribution from Members | 12,500 |
Advances – related party | 852 |
Proceeds from promissory note – related party | 103,950 |
Net cash provided by financing activities | 1,342,524 |
Net increase in cash | 62,362 |
Cash, beginning of period | |
Cash, end of period | 62,362 |
Non-Cash investing and financing activities: | |
Liabilities assumed in Business Combination, net | 1,672,216 |
Initial recognition of forward purchase agreement | (2,608,141) |
Conversion of units to Class B Common Stock | $ 430 |
Organization and Business Opera
Organization and Business Operations | 11 Months Ended |
Dec. 31, 2023 | |
Organization and Business Operations [Abstract] | |
ORGANIZATION AND BUSINESS OPERATIONS | 1. ORGANIZATION AND BUSINESS OPERATIONS Global Gas Corporation (the “Company,” “Global Gas”), a Delaware limited liability company was formed to be a pure play Airgas supplier offering hydrogen and Carbon dioxide from waste biogas and renewable feedstock Business Combination On May 14, 2023, the Company, entered into a Unit Purchase Agreement (the “Purchase Agreement”), by and among Global Gas Holdings LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Dune (“Holdings”), Dune Acquisition Corporation, a Delaware corporation (“Dune”). In accordance with the terms and subject to the conditions of the Purchase Agreement, at the closing of the Business Combination (the “Closing”), (a) Dune will contribute to Holdings all of its assets (excluding its interests in Holdings and the aggregate amount of cash proceeds required to satisfy any redemptions by Dune’s public stockholders (“Dune Stockholder Redemptions”)), and in exchange therefore, Holdings will issue to Dune a number of common equity units of Holdings (“Holdings Common Units”) which will equal the number of total shares of Dune’s Class A common stock, par value $0.0001 per share (“Dune Class A Common Stock”), issued and outstanding immediately after the Closing (taking into account any equity financing agreements entered into by Dune between the signing date of the Purchase Agreement and the Closing and giving effect to all Dune Stockholder Redemptions) (such transactions, the “SPAC Contribution”) and (b) immediately after the SPAC Contribution, the members of the Company will transfer, convey, assign and deliver all of the limited liability company equity interests of the Company (“Company Units”) to Holdings in exchange for shares of Dune’s Class B voting non-economic common stock, par value $0.0001 per share (“Dune Class B Common Stock” and, together with Dune Class A Common Stock, “Dune Common Stock”), and Holdings Common Units (together with the SPAC Contribution, the “Combination Transactions”), as a result of which, (i) each issued and outstanding Company Unit immediately prior to the Combination Transactions will be held by Holdings, (ii) each Seller will receive an aggregate number of Holdings Common Units and shares of Dune Class B Common Stock equal to the number of Company Units held by such Seller, multiplied by the Company Exchange Ratio (as defined below), and (iii) Dune will change its name to Global Gas Corporation (“New Global Hydrogen”) and New Global Hydrogen will be the publicly traded reporting company in an “Up-C” Structure (clauses (i) through (iii) collectively, and together with the Combination Transactions and the other transactions contemplated by the Purchase Agreement, being referred to collectively hereafter as the “Transactions”). The Purchase Agreement may be terminated under certain limited circumstances prior to the Closing, including, among others, (i) by mutual written consent of Dune and the Company, (ii) by either Dune or the Company if there is in effect any law or final, non-appealable order, judgment, injunction, decree, writ, ruling, stipulation, determination or award issued, promulgated, made, rendered or entered into by any court or other tribunal of competent jurisdiction that permanently restrains, enjoins, makes illegal or otherwise prohibits the consummation of the Business Combination, (iii) by either Dune or the Company if the Closing has not occurred by 11:59 p.m., Eastern Time, on December 31, 2024, (iv) by either Dune or the Company if certain approvals of Dune’s stockholders are not obtained, (v) by Dune if the Company has breached or failed to perform any of its representations, warranties, covenants or other agreements under the Purchase Agreement, which breach or failure to perform (A) would result in the failure to satisfy the representations and warranties and covenant bring-down conditions to Dune’s obligation to close and (B) is not capable of being cured or cannot be cured during the applicable cure period and (vi) by the Company if Dune has breached or failed to perform any of its representations, warranties, covenants or other agreements under the Purchase Agreement, which breach or failure to perform (A) would result in the failure to satisfy the representations and warranties and covenant bring-down conditions to the Company’s obligation to close and (B) is not capable of being cured or cannot be cured during the applicable cure period. In the event the Purchase Agreement is terminated as a result of clause (iii) above (unless at or prior to the time of such termination, there has been a Change in Recommendation (as defined in the Purchase Agreement)) or as a result of clause (v) above, the Company shall pay to Dune, within five (5) business days of the termination date, a termination fee of $7,500,000 (the “Termination Fee”), which shall be (i) payable in cash or (ii) by transfer of 50% of the fully diluted equity of the Company, free and clear of all Liens (as defined in the Purchase Agreement). The members of the Company provide a guaranty to Dune, on a joint and several basis, of the due and punctual payment of the Termination Fee. On May 14, 2023, Dune, the Sponsor and each of the Sellers entered into a lock-up agreement (the “Lock-up Agreement”), which became effective as of the Closing. Under the Lock-up Agreement, the Sponsor and the Sellers agreed to certain restrictions on transfer with respect to the shares of Company common stock and private placement warrants they hold as of the Closing, which restrictions amend and supersede the restrictions on transfer the Sponsor agreed to in that certain letter agreement, dated December 17, 2020, entered into by and among Dune, the Sponsor and Dune’s officers and directors in connection with Dune’s initial public offering. The restrictions on transfer contained in the Lock-up Agreement apply to the Sellers and the existing equity holders of the Sponsor, and end: (i) with respect to shares of Company common stock, on the earlier of twelve (12) months after (and excluding) the Closing Date and the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization, bankruptcy or other similar transaction that results in all of the shares of Company common stock being converted into cash, securities or other property; and (ii) with respect to the Company’s private placement warrants, thirty (30) days after the Closing Date. In connection with the Business Combination, on December 1, 2023, Dune and Global Hydrogen entered into a forward purchase agreement (the “Forward Purchase Agreement”) with each of Meteora Strategic Capital, LLC (“MSC”), Meteora Capital Partners, LP (“MCP”) and Meteora Select Trading Opportunities Master, LP (“MSTO” and, collectively with MSC and MCP, “Meteora”) for an OTC Equity Prepaid Forward Transaction. In connection with the Forward Purchase Agreement, Dune entered into a subscription agreement (the “Subscription Agreement”) with Meteora. Pursuant to the Subscription Agreement, Meteora agreed to subscribe for and purchase, and Dune agreed to issue and sell to Meteora, on the Closing Date, 681,220 shares of Class A Common Stock in the aggregate (the “PIPE Shares”). Pursuant to the Subscription Agreement, the Company gave certain registration rights to Meteora with respect to the PIPE Shares. The sale of the PIPE Shares was consummated concurrently with the Closing. Pursuant to the terms of the Forward Purchase Agreement, the Seller intends, but is not obligated, to purchase up to 950,000 shares minus the Share Consideration Shares (as defined below) (the “Maximum Number of Shares”) of Class A common stock, par value $0.0001 per share, of Dune (“Dune Class A Common Stock”) substantially concurrently with the closing of the Business Combination, less the number of shares of Dune Class A Common Stock purchased by Seller separately from third parties through a broker in the open market (“Recycled Shares”) prior to the closing of the Business Combination. Seller shall not be required to purchase an amount of Dune Class A Common Stock such that following such purchase, the Seller’s ownership would exceed 9.9% of the total Dune Class A Common Stock outstanding immediately after giving effect to such purchase, unless Seller, at its sole discretion, waives such 9.9% ownership limitation. The Number of Shares subject to the Forward Purchase Agreement is subject to reduction following a termination of the Forward Purchase Agreement with respect to such shares of Dune Class A Common Stock as described under “Optional Early Termination” in the Forward Purchase Agreement. Seller intends to purchase Dune Class A Common Stock pursuant to its FPA Funding Amount PIPE Subscription Agreement (as defined below) and from third parties (other than Counterparty) through a broker in the open market (other than through Counterparty). The Forward Purchase Agreement provides that Seller will be paid directly an aggregate cash amount (the “Prepayment Amount”) equal to the product of (i) the Number of Shares as set forth in each Pricing Date Notice and (ii) the redemption price per share (the “Initial Price”) as defined in Section 9.2(a) of Dune’s Amended and Restated Certificate of Incorporation, as amended (the “Charter”), less (iii) an amount in US dollars equal to 0.5% of the product of the Recycled Shares and the Initial Price paid by Seller to Counterparty on the Prepayment Date (which amount shall be netted from the Prepayment Amount) (the “Prepayment Shortfall”). The Counterparty will pay to Seller the Prepayment Amount required under the Forward Purchase Agreement directly from the Counterparty’s trust account maintained by Continental Stock Transfer & Trust Company holding the net proceeds of the sale of the units in the Counterparty’s initial public offering and the sale of private placement warrants (the “Trust Account”) no later than the earlier of (a) one business day after the date of the Business Combination closing (the “Closing Date”) and (b) the date any assets from the Trust Account are disbursed in connection with the Business Combination, except that to the extent the Prepayment Amount payable to a Seller is to be paid from the purchase of Additional Shares by such Seller pursuant to the terms of its FPA Funding Amount PIPE Subscription Agreement, such amount will be netted against such proceeds, with such Seller being able to reduce the purchase price for the Additional Shares by the Prepayment Amount. For the avoidance of doubt, any Additional Shares purchased by a Seller will be included in the Number of Shares for its respective Forward Purchase Agreement for all purposes, including for determining the Prepayment Amount. In addition to the Prepayment Amount, the Counterparty will pay directly from the Trust Account, on the Prepayment Date, an amount equal to the product of (x) up to 80,000 (with such final amount to be determined by Seller in its sole discretion via written notice to Counterparty) and (y) the Initial Price. The Shares purchased with the Share Consideration (the “Share Consideration Shares”) will be incremental to the Maximum Number of Shares, will not be included in the Number of Shares in the Transaction and will be subject to a three-month holding period. The reset price (the “Reset Price”) will be $10.00; provided, however, that the Reset Price will be reduced immediately to any lower price at which the Counterparty sells, issues or grants any Dune Class A Common Stock or securities convertible or exchangeable into Dune Class A Common Stock (excluding any secondary transfers) (a “Dilutive Offering”), then the Reset Price shall be modified to equal such reduced price as of such date (subject to certain customary exceptions). From time to time and on any date following the Trade Date (any such date, an “OET Date”), Seller may, in its absolute discretion, terminate its Forward Purchase Agreement in whole or in part by providing written notice to the Counterparty (the “OET Notice”), by the later of (a) the fifth business day following the OET Date and (b) no later than the next Payment Date following the OET Date (which shall specify the quantity by which the Number of Shares shall be reduced (such quantity, the “Terminated Shares”)); provided that “Terminated Shares” includes only such quantity of Shares by which the Number of Shares is to be reduced and included in an OET Notice and does not include any other Share sales, Shortfall Sale Shares or sales of Shares that are designated as Shortfall Sales (which designation can be made only up to the amount of Shortfall Sale proceeds), any Share Consideration sales or any other Shares, whether or not sold, which shares will not be included in any OET Notice when calculating the number of Terminated Shares. The effect of an OET Notice shall be to reduce the Number of Shares by the number of Terminated Shares specified in such OET Notice with effect as of the related OET Date. As of each OET Date, the Counterparty shall be entitled to an amount from the Seller, and the Seller shall pay to the Counterparty an amount, equal to the product of (x) the number of Terminated Shares and (y) the Reset Price in respect of such OET Date, except that no such amount will be due to Counterparty upon any Shortfall Sale. The payment date may be changed within a quarter at the mutual agreement of the parties. From time to time and on any date following the Trade Date (any such date, a “Shortfall Sale Date”) Seller may, in its absolute discretion, at any sales price, sell Shortfall Sale Shares, and in connection with such sales, Seller shall provide written notice to Counterparty (the “Shortfall Sale Notice”) no later than the later of (a) the fifth business day following the Shortfall Sale Date and (b) the first Payment Date after the Shortfall Sale Date, specifying the quantity of the Shortfall Sale Shares and the allocation of the Shortfall Sale proceeds. Seller shall not have any Early Termination Obligation in connection with any Shortfall Sales. The Counterparty covenants and agrees for a period of at least sixty (60) business days (commencing on the Prepayment Date or if an earlier Registration Request is submitted by Seller on the Registration Statement Effective Date) not to issue, sell or offer or agree to sell any Shares, or securities or debt that is convertible, exercisable or exchangeable into Shares, including under any existing or future equity line of credit, until the Shortfall Sales equal the Prepayment Shortfall; provided, however, that the Forward Purchase Agreement does not prohibit the issuance of any securities issued, assumed or issuable in connection with the Business Combination. Unless and until the proceeds from Shortfall Sales equal 100% of the Prepayment Shortfall, in the event that the product of (x) the difference between (i) the number of Shares as specified in the Pricing Date Notice(s), less (ii) any Shortfall Sale Shares as of such measurement time, multiplied by (y) the VWAP Price, is less than (z) the difference between (i) the Prepayment Shortfall, less (ii) the proceeds from Shortfall Sales as of such measurement time (the “Shortfall Variance”), then the Counterparty, as liquidated damages in respect of such Shortfall Variance, at its option shall within five (5) business days either: (A) pay in cash an amount equal to the Shortfall Variance; or (B) issue and deliver to Seller such number of additional Shares that are equal to (1) the Shortfall Variance, divided by (2) 90% of the VWAP Price (the “Shortfall Variance Shares”). The Forward Purchase Agreement matures on, and the “Valuation Date” will be, the earliest to occur of (a) three (3) years after of the Closing Date, (b) the date specified by a Seller in a written notice to be delivered to the Counterparty at a Seller’s discretion (which Valuation Date shall not be earlier than the day such notice is effective) after the occurrence of any of (v) a Shortfall Variance Registration Failure, (w) a VWAP Trigger Event, (x) a Delisting Event, (y) a Registration Failure or (z) unless otherwise specified therein, upon any Additional Termination Event, and (c) the date specified by Seller in a written notice to be delivered to Counterparty at Seller’s sole discretion (which Valuation Date shall not be earlier than the day such notice is effective). On the Cash Settlement Payment Date, which is the tenth business day following the last day of the Valuation Period commencing on the Valuation Date, a Seller shall pay the Counterparty a cash amount equal to either: (1) in the event that the Valuation Date is determined by clause (c) of the Valuation Date definition, a cash amount equal to (A) the Number of Shares as of the Valuation Date, multiplied by (B) the closing price per share of the Dune Class A Common Stock on the business day immediately preceding the Valuation Date, or (2) (A) the Number of Shares as of the Valuation Date less the number of Unregistered Shares, multiplied by (B) the volume-weighted daily VWAP Price over the Valuation Period. The Settlement Amount Adjustment is equal to (1) the Maximum Number of Shares as of the Valuation Date multiplied by (2) $1.50 per share, and the Settlement Amount Adjustment will be automatically netted from the Settlement Amount. If the Settlement Amount Adjustment exceeds the Settlement Amount, the Counterparty will pay the Seller in Dune Class A Common Stock or, at the Counterparty’s election, in cash. Seller has agreed to waive any redemption rights under Dune’s Charter with respect to any Dune Class A Common Stock purchased through the FPA Funding Amount PIPE Subscription Agreement and any Recycled Shares in connection with the Business Combination. Such waiver may reduce the number of Dune Class A Common Stock redeemed in connection with the Business Combination, and such reduction could alter the perception of the potential strength of the Business Combination. The Forward Purchase Agreement has been structured, and all activity in connection with such agreement has been undertaken, to comply with the requirements of all tender offer regulations applicable to the Business Combination, including Rule 14e-5 under the Securities Exchange Act of 1934, as amended. Seller cannot tender any shares in any public tender offer for a period of eight months after the Closing Date. On December 1, 2023, Dune entered into a subscription agreement (the “FPA Funding Amount PIPE Subscription Agreement”) with the Seller. Pursuant to the FPA Funding Amount PIPE Subscription Agreement, the Seller party thereto agreed to subscribe for and purchase, and Dune agreed to issue and sell to the Seller, on the Closing Date, an aggregate number of shares of Dune Class A Common Stock equal to the Maximum Number of Shares less the Recycled Shares in connection with the Forward Purchase Agreement (subject to the 9.9% ownership limitation described above). On December 21, 2023 (the “Closing “), the Business Combination was consummated. In connection with the closing of such Business Combination, the Company changed its name to Global Gas Corporation, and on December 22, 2023, the Company’s Class A Common Stock (as defined below) and warrants began trading on The Nasdaq Capital Market (“Nasdaq”) under the new trading symbols of “HGAS” and “HGASW,” respectively. In accordance with the terms and subject to the conditions of the Purchase Agreement and the other transactions contemplated thereby (the “Business Combination”), at the closing of the Business Combination on December 21, 2023, (a) Dune contributed to Holdings all of its assets (excluding its interests in Holdings and the aggregate amount of cash proceeds required to satisfy redemptions by Dune’s public stockholders (“Stockholder Redemptions”)), and in exchange therefore, Holdings issued to Dune a number of common equity units of Holdings (“Holdings Common Units”) which equal the number of total shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”), of Dune issued and outstanding immediately after the Closing (giving effect to all Stockholder Redemptions) (such transactions, the “SPAC Contribution”) and (b) immediately after the SPAC Contribution, the Sellers transferred, conveyed, assigned and delivered all of the limited liability company equity interests of Global Hydrogen (“Global Hydrogen Units”) to Holdings in exchange for shares of Class B voting non-economic common stock, par value $0.0001 per share (“Class B Common Stock”), of Dune and Holdings Common Units (together with the SPAC Contribution, the “Combination Transactions”), as a result of which, (i) each issued and outstanding Global Hydrogen Unit immediately prior to the Combination Transactions is now held by Holdings, (ii) each Seller received an aggregate number of Holdings Common Units and shares of Class B Common Stock, in each case, equal to the number of Global Hydrogen Units held by such Seller, multiplied by the applicable exchange ratio, and (iii) Dune changed its name to Global Gas Corporation and the Company became the publicly traded reporting company. The effective time of the Business Combination on the Closing Date is referred to as the “Effective Time.” The Business Combination was accomplished through what is commonly referred to as an “Up-C” structure, which is often used by partnerships and limited liability companies undertaking an initial public offering. The “Up-C” structure allowed the Sellers, who became equity holders of Holdings upon the consummation of the Combination Transactions, to retain their equity ownership in Holdings, an entity that is classified as a partnership for United States federal income tax purposes, in the form of Holdings Common Units after the Closing, and provides potential future tax benefits for both the Company and Holdings’ equity holders (other than the Company) after the Closing when they ultimately exchange their Holdings Common Units. In accordance with the terms and subject to the conditions of the Purchase Agreement, at the Closing, the issued and outstanding Global Hydrogen Units of each Seller were transferred, conveyed, assigned and delivered in exchange for (i) a number of shares of Class B Common Stock equal to the product of (x) the number of Global Hydrogen Units held by such Seller and (y) the exchange ratio determined by dividing (A) the quotient of $43,000,000 divided by the number of Global Hydrogen Units issued and outstanding immediately prior to the Closing by (B) $10.00 per share and (ii) a number of Holdings Common Units equal to the number of shares of Class B Common Stock received by such Seller pursuant to clause (i) hereof. On the Closing Date, in connection with the Business Combination, the Company, Holdings and the Sellers entered into an Exchange Agreement (the “Exchange Agreement”), pursuant to which the Sellers have the right from time to time following the Closing, on the terms and conditions contained in the Exchange Agreement, to exchange their Holdings Common Units together with their shares of Class B Common Stock for, at the option of the Company, shares of Class A Common Stock or cash. The Business Combination was accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, although Dune acquired all of the outstanding equity interests of Global Hydrogen in the Business Combination, Dune was treated as the “acquired” company and Global Hydrogen was treated as the accounting acquirer for financial statement reporting purposes. Accordingly, the Business Combination was treated as the equivalent of Global Hydrogen issuing stock for the net assets of Dune, accompanied by a recapitalization. The net assets of Dune were stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination were those of Global Hydrogen. |
Liquidity and Going Concern
Liquidity and Going Concern | 11 Months Ended |
Dec. 31, 2023 | |
Liquidity and Going Concern [Abstract] | |
LIQUIDITY AND GOING CONCERN | 2. LIQUIDITY AND GOING CONCERN Going Concern Since inception, the Company’s primary sources of liquidity have been cash flows from contributions from a member and a related party. As of December 31, 2023, the Company had an aggregate cash balance of $62,362 and net working capital deficit of $303,470. 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. As a result of the above, in connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s (“FASB”) ASC Subtopic 205-40, “Going Concern,” management has determined that the Company’s liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern through twelve months from the date these consolidated financial statements are available to be issued. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 11 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of accounting The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). References to GAAP issued by the FASB in these accompanying notes to the consolidated financial statements are to the FASB Accounting Standards Codification (“ASC”). Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with those of another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts and disclosures of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates are adjusted to reflect actual experience when necessary. Significant accounting estimates included in these financial statements are the determination of the fair value of the warrant liabilities and marketable securities. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates. Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000, and investments held in the trust account. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Business Combinations The Company evaluates whether acquired net assets should be accounted for as a business combination or an asset acquisition by first applying a screen test to determine whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If so, the transaction is accounted for as an asset acquisition. If not, the Company applies its judgement to determine whether the acquired net assets meets the definition of a business by considering if the set includes an acquired input, process, and the ability to create outputs. The Company accounts for business combinations using the acquisition method when it has obtained control. The Company measures goodwill as the fair value of the consideration transferred including the fair value of any non-controlling interest recognized, less the net recognized amount of the identifiable assets acquired and liabilities assumed, all measured at their fair value as of the acquisition date. Transaction costs, other than those associated with the issuance of debt or equity securities, that the Company incurs in connection with a business combination are expensed as incurred. Any contingent consideration (“Earnout liabilities”) is measured at fair value at the acquisition date. For contingent consideration that does not meet all the criteria for equity classification, such contingent consideration is required to be recorded at its initial fair value at the acquisition date, and on each balance sheet date thereafter. Changes in the estimated fair value of liability-classified contingent consideration are recognized on the consolidated statements of operations in the period of change. When the initial accounting for a business combination has not been finalized by the end of the reporting period in which the transaction occurs, the Company reports provisional amounts. Provisional amounts are adjusted during the measurement period, which does not exceed one year from the acquisition date. These adjustments, or recognition of additional assets or liabilities, reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognized at that date. Cash and cash equivalents Cash is comprised of cash in the bank which is subject to an insignificant risk of changes in value. The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. At December 31, 2023, cash amounted to $62,362. There were no cash equivalents at December 31, 2023. Marketable securities During the year ended December 31, 2023, Company held investment securities in mutual funds primarily in U.S. government securities. Since all of the Company’s permitted investments consist of treasury securities, fair values of its investments are determined by Level 1 inputs utilizing quoted market prices (unadjusted) in active markets for identical assets. Earnings on these securities are included in interest income on marketable securities in the consolidated statement of operations and are automatically reinvested. The fair value of these securities was determined using quoted market prices in active markets for identical assets. Fair value measurements Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The authoritative guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability developed based upon the best information available in the circumstances. The categorization of financial assets and liabilities within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The hierarchy is broken down into three levels: ● Level 1: Inputs are quoted prices in active markets for identical assets or liabilities. ● Level 2: Inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs (other than quoted prices) that are observable for the asset or liability, either directly or indirectly. ● Level 3: Inputs are unobservable for the asset or liability. The carrying amounts of certain financial instruments, such as cash equivalents, marketable securities, accounts payable and accrued liabilities, approximate fair value due to their relatively short maturities. The fair value of debt instruments for which the Company has not elected fair value accounting is based on the present value of expected future cash flows and assumptions about the then-current market interest rates as of the reporting period and the creditworthiness of the Company. All of the Company’s debt is carried on the consolidated balance sheet on a historical cost basis net of unamortized discounts and premiums because the Company has not elected the fair value option of accounting. Warrants The Company reviews the terms of warrants to purchase its common stock to determine whether warrants should be classified as liabilities or stockholders’ deficit in its consolidated balance sheets. In order for a warrant to be classified in stockholders’ deficit, the warrant must be (i) indexed to the Company’s equity and (ii) meet the conditions for equity classification. If a warrant does not meet the conditions for stockholders’ deficit classification, it is carried on the 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 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 consolidated balance sheets, and the amount initially recorded is not subsequently remeasured at fair value. Fair value of forward purchase agreement The Company applies fair value accounting for all financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. The Company uses judgment to select the methods used to make certain assumptions and in performing the fair value calculations in order to determine (a) the values attributed to each component of a transaction at the time of their issuance; (b) the fair value measurements for certain instruments that require subsequent measurement at fair value on a recurring basis; and (c) for disclosing the fair value of financial instruments. These valuation estimates could be significantly different because of the use of judgment and the inherent uncertainty in estimating the fair value of these instruments that are not quoted in an active market. Income taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and the measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which amends the FASB’s guidance on the impairment of financial instruments. Topic 326 adds to GAAP an impairment model (known as the “current expected credit loss model”) that is based on expected losses rather than incurred losses. ASU 2016-13 is effective for the Company’s annual and interim periods beginning after December 15, 2022 with early adoption permitted. The Company adopted ASU 2016-13 beginning January 1, 2023. The adoption of ASU 2016-13 did not have a material impact on the Company’s consolidated financial statements. In October 2021, the FASB issued ASU 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers,” which requires entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination as if it had originated the contracts. The standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. We adopted the ASU on January 1, 2023 and will apply the guidance prospectively for future acquisitions. In September 2022, the FASB issued ASU 2022-04, “Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations,” which requires entities that use supplier finance programs in connection with the purchase of goods and services to disclose sufficient information about the program. The amendments do not affect the recognition, measurement or financial statement presentation of obligations covered by supplier finance programs. The standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022, except for the amendment on roll-forward information, which is effective for fiscal years beginning after December 15, 2023. We adopted the ASU on January 1, 2023. Recent Accounting Pronouncements Not Yet Adopted In June 2022, the FASB issued ASU 2022-03, “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions,” which clarifies that contractual sale restrictions are not considered in measuring fair value of equity securities and requires additional disclosures for equity securities subject to contractual sale restrictions. The standard is effective for public companies for fiscal years beginning after December 15, 2023. Early adoption is permitted. This accounting standard update is not expected to have a material impact on our consolidated financial statements as the amendments align with our existing policy. In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which will add required disclosures of significant expenses for each reportable segment, as well as certain other disclosures to help investors understand how the chief operating decision maker (“CODM”) evaluates segment expenses and operating results. The new standard will also allow disclosure of multiple measures of segment profitability if those measures are used to allocate resources and assess performance. The amendments will be effective for public companies for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. We are currently evaluating the impact of this accounting standard update on our consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. The standard will be effective for public companies for fiscal years beginning after December 15, 2024. Early adoption is permitted. We are currently evaluating the impact of this accounting standard update on our consolidated financial statements. |
Recapitalization
Recapitalization | 11 Months Ended |
Dec. 31, 2023 | |
Recapitalization [Abstract] | |
RECAPITALIZATION | 4. RECAPITALIZATION As discussed in Note 1, “Organization and Business Operations”, the Business Combination was consummated on December 31, 2023, which, for accounting purposes, was treated as the equivalent of Global Hydrogen issuing stock for the net assets of Dune, accompanied by recapitalization. Under this method of accounting, Dune was treated as the acquired company for financial accounting and reporting purposes under GAAP. Transaction Proceeds Upon closing of the Business Combination, the Company received gross proceeds of $4.4 million from the Business Combination, offset by total transaction costs and other fees totaling of $3.2 million. The following table reconciles the elements of the Business Combination to the consolidated statements of cash flows and the consolidated statement of changes in stockholders’ equity for the period ended December 31, 2023: Cash-trust and cash, net of redemptions $ 4,447,404 Less: transaction costs, loans and advisory fees, paid (614,040 ) Less: fees paid in connection with the forward purchase agreement (2,608,141 ) Net proceeds from the Business Combination 1,225,223 Less: Derivative warrant liabilities (539,000 ) Less: liabilities assumed (1,155,075 ) Less: others,net 21,858 Reverse recapitalization, net $ (446,994 ) The number of shares of Common Stock issued immediately following the consummation of the Business Combination were: Dune Class A common stock, outstanding prior to the Business Combination 5,494,554 Less: Redemption of Dune Class A common stock (747,518 ) Business Combination shares 4,747,036 Global Hydrogen shares, Class B 681,220 PIPE investor shares, Class A 4,300,000 Common Stock immediately after the Business Combination 9,728,256 The number of Global Hydrogen shares was determined as follows: Global Hydrogen units Global Hydrogen Class B Common Stock 12,500 4,300,000 Redemption Prior to the closing of the Business Combination, certain Dune public shareholders exercised their right to redeem certain of their outstanding shares for cash, resulting in the redemption of 747,518 shares of Dune Class A common stock for an aggregate payment of $7,507,825. Public and private placement warrants The 8,625,000 Public Warrants issued in the IPO the (“Public Placement Warrants) and 4,850,000 warrants issued in connection with private placement at the time of Dune’s initial public offering (the “Private Placement Warrants”) remained outstanding and became warrants for the Company (see Note 7). Transactions costs For the year ended December 31, 2023, transaction costs incurred within the consolidated statements of operations were as follows: Years Accounting and audit fees $ 116,477 Legal fees 200,000 Total $ 316,477 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 11 Months Ended |
Dec. 31, 2023 | |
Accounts Payable and Accrued Expenses [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 5. ACCOUNTS PAYABLE AND ACCRUED EXPENSES The following table summarizes other accrued expenses: December 31, 2023 Accounting and Consulting $ 35,000 Legal Fees 34,505 Transaction costs (1) 1,016,707 $ 1,086,212 (1) Accounts payable and accrued expenses assumed in business combination |
Related Party Transactions
Related Party Transactions | 11 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 6. RELATED PARTY TRANSACTIONS Advances – Related party From February 16, 2023 (inception) to December 31, 2023, a member advanced the company a total of $852 to cover start-up and other operating costs. These amounts are due on demand. At December 31, 2023, the balance of $2,352 of advances – related party includes the start-up and other expenses of $852 and $1,500 of reimbursable expenses to an affiliate as discussed below. Accounts payable - related party Commencing on the date that the Dune’s securities were first listed on Nasdaq until the earlier of the Dune’s consummation of a Business Combination or the it’s liquidation, Dune agreed to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative services provided to members of the Company’s management team. As of December 31, 2023, the Company had $110,000 outstanding, for services in connection with such agreement due to related parties within Accounts payable – related party on the accompanying consolidated balance sheets. Prior to the consummation of the Business Combination, Dune’s Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on its behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Dune’s audit committee will review on a quarterly basis all payments that were made by Dune to the Sponsor, officers or directors of Dune, or any of their affiliates. As of December 31, 2023, there was $14,868 included in accounts payable – related party and $1,500 included in due to a related party on the accompanying consolidated balance sheet. Promissory Note – Related Party On June 21, 2023, the Company entered into an unsecured promissory note (the “Note”) with an affiliate pursuant to which the affiliate agreed to loan the Company up to an aggregate principal amount of $250,000 for working capital purposes and to pay expenses related to the Business Combination. The Note is non-interest bearing and payable on the earlier of the date on which the Company consummates a Business Combination or December 31, 2023. The Note is not convertible. As of December 31, 2023, there were $103,950 outstanding under the Note. On the Closing Date, the Company and affiliate amended the Note to (i) defer the maturity date of the Note to June 30, 2024, (ii) limit the principal amount available under the Note to $103,950. All other terms and conditions of the Note remain unchanged. On June 21, 2023, the Company issued an unsecured promissory note (the “Sponsor Note”) to the Sponsor of Dune, which provides for borrowings from time to time of up to an aggregate of $300,000 that may be drawn by the Company and used for working capital purposes and to pay expenses related to the Business Combination. The Sponsor Note does not bear interest and is payable on the earlier of December 31, 2023 and the completion of the Business Combination. The Sponsor Note is subject to customary events of default, the occurrence of any of which automatically triggers the unpaid principal balance of the Sponsor Note and all other sums payable with regard to the Sponsor Note to become immediately due and payable. As of December 31, 2023, the Company has borrowed $170,000 under the Sponsor Note. On the Closing Date, the Company and affiliate amended the Sponsor Note to (i) defer the maturity date of the Sponsor Note to June 30, 2024, (ii) limit the principal amount available under the Sponsor Note to $170,000. All other terms and conditions of the Sponsor Note remain unchanged. |
Stockholders_ Equity
Stockholders’ Equity | 11 Months Ended |
Dec. 31, 2023 | |
Stockholders’ Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | 7. STOCKHOLDERS’ EQUITY Preferred Stock Class A Common Stock Class B Common Stock Voting Rights The holders of the Company’s Common Stock possess all voting power for the election of our directors and all other matters requiring stockholder action and will at all times vote together as one class on all matters submitted to a vote of the stockholders of the Company. Holders of the Company’s Common Stock is entitled to one vote per share on matters to be voted on by stockholders and have the right to cumulate votes in the election of directors. Dividend Rights The holders of the Company’s Class A Common Stock are entitled to receive such dividends and other distributions as declared by the Board, equally on a per share basis. Dividends will not be declared or paid on the Company’s Class B Common Stock and the holders of shares of the Company’s Class B Common Stock shall have no right to receive dividends in respect of such shares of the Company’s Class B Common Stock. Liquidation, Dissolution and Winding Up In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Company, after payment or provision for payment of the debts and other liabilities of the Company, and subject to the rights of the holders of shares of the Company’s preferred stock in respect thereof, the holders of shares of the Company’s Class A Common Stock will be entitled to receive all of the remaining assets of the Company available for distribution to its stockholders, ratably in proportion to the number of shares of the Company’s Class A Common Stock held by them. The holders of shares of the Class B Common Stock, as such, will not be entitled to receive any assets of the Company’s in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company. Warrants As part of Dune’s IPO, Dune issued warrants to third party investors where each whole warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share. Simultaneously with the closing of the IPO, Dune completed the private placement of 4,850,000 private placement warrants at a price of $1.00 per private placement warrant which allows the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share. At December 31, 2023, there were 8,625,000 Public Warrants and 4,850,000 Private Placement warrants outstanding. These warrants expire on the fifth anniversary of the Business Combination or earlier upon redemption or liquidation and are exercisable commencing 30 days after the Business Combination, provided that the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. Forward Purchase Agreement As discussed in Note 1, in connection with the Business Combination, on December 1, 2023, Dune and Global Hydrogen entered into a forward purchase agreement (the “Forward Purchase Agreement”) with each of (i) Meteora Strategic Capital, LLC (“MSC”), (ii) Meteora Capital Partners, LP (“MCP”) and (iii) Meteora Select Trading Opportunities Master, LP (“MSTO” and, collectively with MSC and MCP, the “Seller”) for an OTC Equity Prepaid Forward Transaction. For purposes of the Forward Purchase Agreement, Dune is referred to as the “Counterparty” prior to the consummation of the Business Combination, while Global Gas Corporation is referred to as the “Counterparty” after the consummation of the Business Combination. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Forward Purchase Agreement. The Company accounts for the forward purchase agreement for as a derivative in accordance with Accounting Standards Codification (“ASC”) 815, “Derivatives and Hedging”, and presented in equity at December 31, 2023 on the consolidated balance sheet. |
Fair Value Measurements
Fair Value Measurements | 11 Months Ended |
Dec. 31, 2023 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | 8. FAIR VALUE MEASUREMENTS We account for certain assets and liabilities at fair value and classify these assets and liabilities within the fair value hierarchy (Level 1, Level 2, or Level 3). Assets, Liabilities and Equity subject to fair value measurements are as follows: As of December 31, 2023 Level 1 Level 2 Level 3 Total Assets Marketable Securities $ 1,120,966 - $ - $ 1,120,966 Liabilities Derivative warrant liabilities – public 276,000 - - 276,000 Derivative warrant liabilities – private placement 155,200 - - 155,200 Total liabilities $ 431,200 $ - $ - $ 431,200 Warrant liabilities The public warrants are separately listed and traded in an active market, the public warrants have been measured at fair value utilizing their listed trading price. The estimated fair value of private placement warrants as of December 31, 2023 was based on the fair value of the public warrants. For the period from February 16, 2023 (inception) to Dember 31, 2023, the Company recognized an income from an decrease in the fair value of liabilities of approximately $107,800 presented as a change in fair value of derivative warrant liabilities in the accompanying consolidated statements of operations.. |
Income Taxes
Income Taxes | 11 Months Ended |
Dec. 31, 2023 | |
Income Taxes [Abstract] | |
Income Taxes | 9. INCOME TAXES The Company’s net deferred tax assets at December 31, 2023 are as follows: December 31, 2023 Deferred tax assets Net operating loss carryforwards 113,635 Total deferred tax assets 113,635 Valuation allowance (113,635 ) Deferred tax assets, net valuation allowance $ — The income tax provision consists for the year ended December 31, 2023 of the following: December 31, 2023 Federal Current $ — Deferred 85,675 State Current — Deferred 27,960 Change in valuation allowance (113,635 ) Income tax provision $ — At December 31, 2023, the Company had approximately $407,976 of net operating loss (“NOL”) carryforwards that may be available to offset future Federal taxable income indefinitely. The utilization of NOL carryforwards to offset future taxable income may be subject to limitations under Section 382 of the Internal Revenue Code and similar state statutes as a result of ownership changes that could occur in the future. If necessary, the deferred tax assets will be reduced by any carryforward that expires prior to utilization as a result of such limitations, with a corresponding reduction of the valuation allowance. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2023, the change in the valuation allowance was $407,976. A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: December 31, 2023 Statutory federal income tax rate 21.0 % State tax expense, net of federal benefit 6.9 % Permanent items Change in fair value of derivative liabilities 10.0 % Valuation allowance (37.9 )% Income tax provision — % The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by such taxing authority. The Company’s tax returns since inception remain open to examination by such taxing authority. |
Commitments and Contingencies
Commitments and Contingencies | 11 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 10. COMMITMENTS AND CONTINGENCIES Legal Fees On April 10, 2023, the Company entered into an agreement with its solicitors, whereby the solicitors will provide legal counsel on matters related to the Business Combination. Pursuant the terms of the agreement, the fees for the service are billed hourly with a cap of $165,000 conditioned on (a) the services are within the scope of the agreement and, (b) no extensive comments or protracted discussions on the Business Combination documents are expected. The fees are payable upon the consummation of a Business Combination which is expected to be on or before December 31, 2023. In the event that a Business Combination does not take place, the fees will be discounted at 30%. In September 2023, the Company received billing report under this agreement in the amount of $582,662 for out-of-scope services. In a settlement agreement dated December 13, 2023, the solicitors agreed to accept payment of $165,000 at closing of the Business Combination and $35,000 no later than March 31, 2024 for partial settlement of legal fees of approximately $625,000 owing as of November 30, 2023. In addition, pursuant to the agreement, the Company agreed to pay $0 or 5% of 2024 Free Cash Flow up to a maximum of $200,000 if Free Cash Flow in 2024 is less than $2 million or more than $2 million, respectively. The Company also agreed to pay $0 or 5% of 2025 Free Cash Flow up to a maximum of $325,000 if Free Cash Flow in 2025 is less than $2 million or more than $2 million, respectively. Total cumulative payments for 2024 and 2025 should not exceed $325,000. For the purposes of the settlement agreement, Free Cash Flow is defined as operating cash flow less capital expenditure. As of December 31, 2023, the Company has accrued $35,000 relating to this obligation. The Company has determined the likelihood of further payment at this time is remote and therefore has not recorded any additional accruals. The Company will re-assess this at each reporting period. |
Subsequent Events
Subsequent Events | 11 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 11. SUBSEQUENT EVENTS Subsequent events have been evaluated through March 29, 2023, which represents the date the consolidated financial statements were available to be issued, and no events have occurred through that date that would impact the consolidated financial statements. Amendment to Forward Purchase Agreement On February 5, 2024, the Company and the Seller entered into an amendment to the Forward Purchase Agreement (the “Amendment”). The Amendment amends the section of the Forward Purchase Agreement regarding a Prepayment Shortfall by providing that the Company has the option, at its sole discretion, at any time up to 45 days prior to the Valuation Date, to request up to $5 million in Prepayment Shortfall via twenty separate written requests to Seller in the amount of $250,000 each (each, an “Additional Shortfall Request”), provided that at the time of any Additional Shortfall Request (i) Seller has recovered 110% of the prior Additional Shortfall Request, if any, via Shortfall Sales and (ii) the VWAP Price over the five trading days prior to such Additional Shortfall Request multiplied by the then current Number of Shares less Shortfall Sale Shares held by Seller is at least 2.625 times greater than such Additional Shortfall Request. In addition, the Amendment amends the section of the Forward Purchase Agreement regarding Prepayment Shortfall Consideration by eliminating the 180-day period following a Trade Date before Seller may commence selling Recycled Shares and by permitting such sales without payment by Seller of any Early Termination Obligation until such time as the proceeds from such sales equal 110% (instead of 100% as originally provided in the Forward Purchase Agreement) of the Prepayment Shortfall. Finally, the Amendment amends the section of the Forward Purchase Agreement regarding Share Consideration by amending the holding period to equal the earlier of (i) Seller recovering 110% of the first Additional Shortfall Request and (ii) the three-month anniversary of the Business Combination (as defined in the Forward Purchase Agreement) (instead of just a three-month holding period). Employment Agreement Amendment On March 4, 2024, Global Hydrogen Energy LLC (“Global Hydrogen”), the wholly-owned operating subsidiary of the Company entered into an employment agreement amendment (the “Employment Agreement Amendment”) with William Bennet Nance, Jr., the Chief Executive Officer and Founder of Global Hydrogen and a director of the Company. Pursuant to the Employment Agreement Amendment, Mr. Nance’s compensation was restructured to entitle him to contingent payments (“Gross Profit Payments”) equal to 15% of the Gross Profit of the Company, determined in accordance with U.S. generally accepted accounting principles, up to a maximum amount of $250,000 on an annualized basis, less applicable taxes and withholdings, in lieu of the base salary he had previously been entitled to. The Employment Agreement Amendment also made conforming changes to Mr. Nance’s employment agreement, such that (i) the change in his compensation structure effected by the Employment Agreement Amendment shall not constitute “good reason” for Mr. Nance to terminate his employment with Global Hydrogen, other subsidiaries of the Company or the Company itself, and (ii) if Mr. Nance’s employment is terminated by him for good reason, or by the Company without cause (and not due to death or disability), Mr. Nance shall be entitled to consideration updated to include any earned but unpaid Gross Profit Payments through the date of termination. The Employment Agreement Amendment also shortened the restricted period during which certain non-competition and non-solicitation provisions of Mr. Nance’s original employment agreement shall remain in effect. Forfeiture Agreements On March 4, 2024, the Company entered into forfeiture agreements (the “Forfeiture Agreements”) with certain holders of the Company’s Class B common stock, par value $0.0001 per share, including Mr. Nance, with each share of Class B common stock convertible into one share of the Company’s Class A common stock at the option of the holder. Pursuant to the Forfeiture Agreements, such holders forfeited an aggregate of 1,600,000 shares (the “Forfeited Shares”) in exchange for consideration previously received. After the forfeitures of the Forfeited Shares pursuant to the Forfeiture Agreements, such holders continue to hold an aggregate of 2,700,000 shares of the Company’s Class B common stock. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure | 11 Months Ended |
Dec. 31, 2023 USD ($) | |
Pay vs Performance Disclosure | |
Net Income (Loss) | $ (300,176) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 11 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of accounting | Basis of accounting The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). References to GAAP issued by the FASB in these accompanying notes to the consolidated financial statements are to the FASB Accounting Standards Codification (“ASC”). |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with those of another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts and disclosures of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates are adjusted to reflect actual experience when necessary. Significant accounting estimates included in these financial statements are the determination of the fair value of the warrant liabilities and marketable securities. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates. |
Concentration of Credit Risk | Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000, and investments held in the trust account. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. |
Business Combinations | Business Combinations The Company evaluates whether acquired net assets should be accounted for as a business combination or an asset acquisition by first applying a screen test to determine whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If so, the transaction is accounted for as an asset acquisition. If not, the Company applies its judgement to determine whether the acquired net assets meets the definition of a business by considering if the set includes an acquired input, process, and the ability to create outputs. The Company accounts for business combinations using the acquisition method when it has obtained control. The Company measures goodwill as the fair value of the consideration transferred including the fair value of any non-controlling interest recognized, less the net recognized amount of the identifiable assets acquired and liabilities assumed, all measured at their fair value as of the acquisition date. Transaction costs, other than those associated with the issuance of debt or equity securities, that the Company incurs in connection with a business combination are expensed as incurred. Any contingent consideration (“Earnout liabilities”) is measured at fair value at the acquisition date. For contingent consideration that does not meet all the criteria for equity classification, such contingent consideration is required to be recorded at its initial fair value at the acquisition date, and on each balance sheet date thereafter. Changes in the estimated fair value of liability-classified contingent consideration are recognized on the consolidated statements of operations in the period of change. When the initial accounting for a business combination has not been finalized by the end of the reporting period in which the transaction occurs, the Company reports provisional amounts. Provisional amounts are adjusted during the measurement period, which does not exceed one year from the acquisition date. These adjustments, or recognition of additional assets or liabilities, reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognized at that date. |
Cash and cash equivalents | Cash and cash equivalents Cash is comprised of cash in the bank which is subject to an insignificant risk of changes in value. The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. At December 31, 2023, cash amounted to $62,362. There were no cash equivalents at December 31, 2023. |
Marketable securities | Marketable securities During the year ended December 31, 2023, Company held investment securities in mutual funds primarily in U.S. government securities. Since all of the Company’s permitted investments consist of treasury securities, fair values of its investments are determined by Level 1 inputs utilizing quoted market prices (unadjusted) in active markets for identical assets. Earnings on these securities are included in interest income on marketable securities in the consolidated statement of operations and are automatically reinvested. The fair value of these securities was determined using quoted market prices in active markets for identical assets. |
Fair value measurements | Fair value measurements Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The authoritative guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability developed based upon the best information available in the circumstances. The categorization of financial assets and liabilities within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The hierarchy is broken down into three levels: ● Level 1: Inputs are quoted prices in active markets for identical assets or liabilities. ● Level 2: Inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs (other than quoted prices) that are observable for the asset or liability, either directly or indirectly. ● Level 3: Inputs are unobservable for the asset or liability. The carrying amounts of certain financial instruments, such as cash equivalents, marketable securities, accounts payable and accrued liabilities, approximate fair value due to their relatively short maturities. The fair value of debt instruments for which the Company has not elected fair value accounting is based on the present value of expected future cash flows and assumptions about the then-current market interest rates as of the reporting period and the creditworthiness of the Company. All of the Company’s debt is carried on the consolidated balance sheet on a historical cost basis net of unamortized discounts and premiums because the Company has not elected the fair value option of accounting. |
Warrants | Warrants The Company reviews the terms of warrants to purchase its common stock to determine whether warrants should be classified as liabilities or stockholders’ deficit in its consolidated balance sheets. In order for a warrant to be classified in stockholders’ deficit, the warrant must be (i) indexed to the Company’s equity and (ii) meet the conditions for equity classification. If a warrant does not meet the conditions for stockholders’ deficit classification, it is carried on the 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 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 consolidated balance sheets, and the amount initially recorded is not subsequently remeasured at fair value. |
Fair value of forward purchase agreement | Fair value of forward purchase agreement The Company applies fair value accounting for all financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. The Company uses judgment to select the methods used to make certain assumptions and in performing the fair value calculations in order to determine (a) the values attributed to each component of a transaction at the time of their issuance; (b) the fair value measurements for certain instruments that require subsequent measurement at fair value on a recurring basis; and (c) for disclosing the fair value of financial instruments. These valuation estimates could be significantly different because of the use of judgment and the inherent uncertainty in estimating the fair value of these instruments that are not quoted in an active market. |
Income Taxes | Income taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and the measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
Accounting Pronouncements Recently Adopted | In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which amends the FASB’s guidance on the impairment of financial instruments. Topic 326 adds to GAAP an impairment model (known as the “current expected credit loss model”) that is based on expected losses rather than incurred losses. ASU 2016-13 is effective for the Company’s annual and interim periods beginning after December 15, 2022 with early adoption permitted. The Company adopted ASU 2016-13 beginning January 1, 2023. The adoption of ASU 2016-13 did not have a material impact on the Company’s consolidated financial statements. In October 2021, the FASB issued ASU 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers,” which requires entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination as if it had originated the contracts. The standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. We adopted the ASU on January 1, 2023 and will apply the guidance prospectively for future acquisitions. In September 2022, the FASB issued ASU 2022-04, “Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations,” which requires entities that use supplier finance programs in connection with the purchase of goods and services to disclose sufficient information about the program. The amendments do not affect the recognition, measurement or financial statement presentation of obligations covered by supplier finance programs. The standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022, except for the amendment on roll-forward information, which is effective for fiscal years beginning after December 15, 2023. We adopted the ASU on January 1, 2023. |
Recent Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Not Yet Adopted In June 2022, the FASB issued ASU 2022-03, “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions,” which clarifies that contractual sale restrictions are not considered in measuring fair value of equity securities and requires additional disclosures for equity securities subject to contractual sale restrictions. The standard is effective for public companies for fiscal years beginning after December 15, 2023. Early adoption is permitted. This accounting standard update is not expected to have a material impact on our consolidated financial statements as the amendments align with our existing policy. In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which will add required disclosures of significant expenses for each reportable segment, as well as certain other disclosures to help investors understand how the chief operating decision maker (“CODM”) evaluates segment expenses and operating results. The new standard will also allow disclosure of multiple measures of segment profitability if those measures are used to allocate resources and assess performance. The amendments will be effective for public companies for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. We are currently evaluating the impact of this accounting standard update on our consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. The standard will be effective for public companies for fiscal years beginning after December 15, 2024. Early adoption is permitted. We are currently evaluating the impact of this accounting standard update on our consolidated financial statements. |
Recapitalization (Tables)
Recapitalization (Tables) | 11 Months Ended |
Dec. 31, 2023 | |
Recapitalization [Abstract] | |
Schedule of Business Combination to the Consolidated Statements of Cash Flows and the Consolidated Statement of Changes in Stockholders’ Equity | The following table reconciles the elements of the Business Combination to the consolidated statements of cash flows and the consolidated statement of changes in stockholders’ equity for the period ended December 31, 2023: Cash-trust and cash, net of redemptions $ 4,447,404 Less: transaction costs, loans and advisory fees, paid (614,040 ) Less: fees paid in connection with the forward purchase agreement (2,608,141 ) Net proceeds from the Business Combination 1,225,223 Less: Derivative warrant liabilities (539,000 ) Less: liabilities assumed (1,155,075 ) Less: others,net 21,858 Reverse recapitalization, net $ (446,994 ) |
Schedule of Number of Shares of Common Stock Issued Immediately Following the Consummation | The number of shares of Common Stock issued immediately following the consummation of the Business Combination were: Dune Class A common stock, outstanding prior to the Business Combination 5,494,554 Less: Redemption of Dune Class A common stock (747,518 ) Business Combination shares 4,747,036 Global Hydrogen shares, Class B 681,220 PIPE investor shares, Class A 4,300,000 Common Stock immediately after the Business Combination 9,728,256 |
Schedule of Number of Global Hydrogen Shares was Determined | The number of Global Hydrogen shares was determined as follows: Global Hydrogen units Global Hydrogen Class B Common Stock 12,500 4,300,000 |
Schedule of Transaction Costs Incurred within the Consolidated Statements of Operations | For the year ended December 31, 2023, transaction costs incurred within the consolidated statements of operations were as follows: Years Accounting and audit fees $ 116,477 Legal fees 200,000 Total $ 316,477 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 11 Months Ended |
Dec. 31, 2023 | |
Accounts Payable and Accrued Expenses [Abstract] | |
Schedule of Other Accrued Expenses | The following table summarizes other accrued expenses: December 31, 2023 Accounting and Consulting $ 35,000 Legal Fees 34,505 Transaction costs (1) 1,016,707 $ 1,086,212 (1) Accounts payable and accrued expenses assumed in business combination |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 11 Months Ended |
Dec. 31, 2023 | |
Fair Value Measurements [Abstract] | |
Schedule of Assets, Liabilities and Equity subject to Fair Value Measurements | Assets, Liabilities and Equity subject to fair value measurements are as follows: As of December 31, 2023 Level 1 Level 2 Level 3 Total Assets Marketable Securities $ 1,120,966 - $ - $ 1,120,966 Liabilities Derivative warrant liabilities – public 276,000 - - 276,000 Derivative warrant liabilities – private placement 155,200 - - 155,200 Total liabilities $ 431,200 $ - $ - $ 431,200 |
Income Taxes (Tables)
Income Taxes (Tables) | 11 Months Ended |
Dec. 31, 2023 | |
Income Taxes [Abstract] | |
Schedule of Net Deferred Tax Assets | The Company’s net deferred tax assets at December 31, 2023 are as follows: December 31, 2023 Deferred tax assets Net operating loss carryforwards 113,635 Total deferred tax assets 113,635 Valuation allowance (113,635 ) Deferred tax assets, net valuation allowance $ — |
Schedule of Income Tax Provision | The income tax provision consists for the year ended December 31, 2023 of the following: December 31, 2023 Federal Current $ — Deferred 85,675 State Current — Deferred 27,960 Change in valuation allowance (113,635 ) Income tax provision $ — |
Schedule of Reconciliation of the Federal Income Tax Rate to the Company’S Effective Tax Rate | A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: December 31, 2023 Statutory federal income tax rate 21.0 % State tax expense, net of federal benefit 6.9 % Permanent items Change in fair value of derivative liabilities 10.0 % Valuation allowance (37.9 )% Income tax provision — % |
Organization and Business Ope_2
Organization and Business Operations (Details) - USD ($) | 11 Months Ended | |
Dec. 31, 2023 | Dec. 01, 2023 | |
Organization and Business Operations [Line Items] | ||
Termination fees (in Dollars) | $ 7,500,000 | |
Diluted equity percentage | 50% | |
Shares issued (in Shares) | 950,000 | |
Recycled shares percentage | 0.50% | |
Prepayment amount (in Dollars) | $ 80,000 | |
Price per share | $ 1.5 | |
Sales percentage | 100% | |
Shortfall variance shares percentage | 90% | |
Purchase agreement amount (in Dollars) | $ 43,000,000 | |
Class A Common Stock | ||
Organization and Business Operations [Line Items] | ||
Common stock, par value | $ 0.0001 | |
Number shares issued (in Shares) | 681,220 | |
Shares issued (in Shares) | 1 | |
Price per share | $ 10 | |
Per unit price | 11.5 | |
Class B Common Stock | ||
Organization and Business Operations [Line Items] | ||
Common stock, par value | $ 0.0001 | |
Purchase Agreement [Member] | ||
Organization and Business Operations [Line Items] | ||
Percentage of ownership | 9.90% | |
Purchase Agreement [Member] | Class A Common Stock | ||
Organization and Business Operations [Line Items] | ||
Percentage of ownership | 9.90% | |
PIPE Subscription Agreement [Member] | Purchase Agreement [Member] | ||
Organization and Business Operations [Line Items] | ||
Percentage of ownership | 9.90% | |
Global Hydrogen [Member] | ||
Organization and Business Operations [Line Items] | ||
Per unit price | $ 10 | |
Business Combination [Member] | Class A Common Stock | ||
Organization and Business Operations [Line Items] | ||
Common stock, par value | 0.0001 | |
Business Combination [Member] | Class B Common Stock | ||
Organization and Business Operations [Line Items] | ||
Common stock, par value | 0.0001 | |
Business Combination [Member] | Purchase Agreement [Member] | Class A Common Stock | ||
Organization and Business Operations [Line Items] | ||
Common stock, par value | $ 0.0001 |
Liquidity and Going Concern (De
Liquidity and Going Concern (Details) | 11 Months Ended |
Dec. 31, 2023 USD ($) | |
Liquidity and Going Concern [Abstract] | |
Cash balance | $ 62,362 |
Net working capital deficit | $ 303,470 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details) | Dec. 31, 2023 USD ($) |
Summary of Significant Accounting Policies [Abstract] | |
Federal depository insurance coverage | $ 250,000 |
Cash | $ 62,362 |
Recapitalization (Details)
Recapitalization (Details) | 11 Months Ended |
Dec. 31, 2023 USD ($) shares | |
Recapitalization [Line Items] | |
Issued shares | 4,850,000 |
Class A Ordinary Shares [Member] | |
Recapitalization [Line Items] | |
Redemption shares | 747,518 |
Aggregate payment | $ | $ 7,507,825 |
Public Warrants [Member] | |
Recapitalization [Line Items] | |
Issued shares | 8,625,000 |
Private Placement Warrants [Member] | |
Recapitalization [Line Items] | |
Issued shares | 4,850,000 |
Transaction Proceeds [Member] | |
Recapitalization [Line Items] | |
Business combination gross proceeds | $ | $ 4,400,000 |
Transaction costs and other fees | $ | $ 3,200,000 |
Recapitalization (Details) - Sc
Recapitalization (Details) - Schedule of Business Combination to the Consolidated Statements of Cash Flows and the Consolidated Statement of Changes in Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Schedule of Business Combination to the Consolidated Statements of Cash Flows and the Consolidated Statement of Changes in Stockholders’ Equity [Abstract] | |
Cash-trust and cash, net of redemptions | $ 4,447,404 |
Less: transaction costs, loans and advisory fees, paid | (614,040) |
Less: fees paid in connection with the forward purchase agreement | (2,608,141) |
Net proceeds from the Business Combination | 1,225,223 |
Less: Derivative warrant liabilities | (539,000) |
Less: liabilities assumed | (1,155,075) |
Less: others,net | 21,858 |
Reverse recapitalization, net | $ (446,994) |
Recapitalization (Details) - _2
Recapitalization (Details) - Schedule of Number of Shares of Common Stock Issued Immediately Following the Consummation | 11 Months Ended |
Dec. 31, 2023 shares | |
Schedule of Number of Shares of Common Stock Issued Immediately Following the Consummation [Line Items] | |
Dune Class A common stock, outstanding prior to the Business Combination | 5,494,554 |
Less: Redemption of Dune Class A common stock | (747,518) |
Business Combination shares | 4,747,036 |
Common Stock immediately after the Business Combination | 9,728,256 |
Global Hydrogen shares, Class B [Member] | |
Schedule of Number of Shares of Common Stock Issued Immediately Following the Consummation [Line Items] | |
Common stock shares | 681,220 |
PIPE investor shares, Class A [Member] | |
Schedule of Number of Shares of Common Stock Issued Immediately Following the Consummation [Line Items] | |
Common stock shares | 4,300,000 |
Recapitalization (Details) - _3
Recapitalization (Details) - Schedule of Number of Global Hydrogen Shares was Determined - Class B Common Stock [Member] | 11 Months Ended |
Dec. 31, 2023 shares | |
Global Hydrogen units [Member] | |
Class of Stock [Line Items] | |
Number of global hydrogen shares | 12,500 |
Global Hydrogen Shares After Conversion Ratio [Member] | |
Class of Stock [Line Items] | |
Number of global hydrogen shares | 4,300,000 |
Recapitalization (Details) - _4
Recapitalization (Details) - Schedule of Transaction Costs Incurred within the Consolidated Statements of Operations - USD ($) | 11 Months Ended | ||
Dec. 13, 2023 | Apr. 10, 2023 | Dec. 31, 2023 | |
Schedule of Transaction Costs Incurred within the Consolidated Statements of Operations [Abstract] | |||
Accounting and audit fees | $ 116,477 | ||
Legal fees | $ 165,000 | $ 165,000 | 200,000 |
Total | $ 316,477 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses (Details) - Schedule of Other Accrued Expenses | Dec. 31, 2023 USD ($) | |
Schedule of Other Accrued Expenses [Abstract] | ||
Accounting and Consulting | $ 35,000 | |
Legal Fees | 34,505 | |
Transaction costs | 1,016,707 | [1] |
Total other accrued expenses | $ 1,086,212 | |
[1] Accounts payable and accrued expenses assumed in business combination |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 9 Months Ended | 11 Months Ended | |
Jun. 21, 2023 | Sep. 30, 2023 | Dec. 31, 2023 | |
Related Party Transactions [Line Items] | |||
Costs and Expenses | $ 852 | ||
Other expenses | 852 | ||
reimbursable expenses | 1,500 | ||
Office space, secretarial and administrative services | 10,000 | ||
Outstanding amount | 110,000 | ||
Due to related parties | $ 14,868 | 1,500 | |
Aggregate principal amount | $ 250,000 | ||
Promissory note outstanding amount | 103,950 | ||
Principal amount | 103,950 | ||
Borrowed amount | $ 300,000 | 170,000 | |
Sponsor [Member] | |||
Related Party Transactions [Line Items] | |||
Borrowed amount | 170,000 | ||
Related Party [Member] | |||
Related Party Transactions [Line Items] | |||
Advances related party | $ 2,352 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) | 11 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Stockholders’ Equity [Line Items] | |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Common stock voting rights | one |
Purchase shares | 950,000 |
Warrants outstanding | 4,850,000 |
Price per warrants (in Dollars per share) | $ / shares | $ 1 |
Class A Common Stock [Member] | |
Stockholders’ Equity [Line Items] | |
Common stock, shares authorized | 380,000,000 |
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares outstanding | 5,428,256 |
Common stock, shares issued | 5,428,256 |
Purchase shares | 1 |
Price per share (in Dollars per share) | $ / shares | $ 11.5 |
Class A Common Stock [Member] | IPO [Member] | |
Stockholders’ Equity [Line Items] | |
Purchase shares | 1 |
Price per share (in Dollars per share) | $ / shares | $ 11.5 |
Class B Common Stock [Member] | |
Stockholders’ Equity [Line Items] | |
Common stock, shares authorized | 20,000,000 |
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares outstanding | 4,300,000 |
Common stock, shares issued | 4,300,000 |
Public Warrants [Member] | |
Stockholders’ Equity [Line Items] | |
Warrants outstanding | 8,625,000 |
Private Placement Warrants [Member] | |
Stockholders’ Equity [Line Items] | |
Warrants outstanding | 4,850,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | 11 Months Ended |
Dec. 31, 2023 USD ($) | |
Fair Value Measurements [Abstract] | |
Fair value of liabilities | $ 107,800 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of Assets, Liabilities and Equity subject to Fair Value Measurements | Dec. 31, 2023 USD ($) |
Assets | |
Marketable Securities | $ 1,120,966 |
Liabilities | |
Total liabilities | 431,200 |
Derivative warrant liabilities – public [Member] | |
Liabilities | |
Total liabilities | 276,000 |
Derivative warrant liabilities – private placement [Member] | |
Liabilities | |
Total liabilities | 155,200 |
Level 1 [Member] | |
Assets | |
Marketable Securities | 1,120,966 |
Liabilities | |
Total liabilities | 431,200 |
Level 1 [Member] | Derivative warrant liabilities – public [Member] | |
Liabilities | |
Total liabilities | 276,000 |
Level 1 [Member] | Derivative warrant liabilities – private placement [Member] | |
Liabilities | |
Total liabilities | 155,200 |
Level 2 [Member] | |
Assets | |
Marketable Securities | |
Liabilities | |
Total liabilities | |
Level 2 [Member] | Derivative warrant liabilities – public [Member] | |
Liabilities | |
Total liabilities | |
Level 2 [Member] | Derivative warrant liabilities – private placement [Member] | |
Liabilities | |
Total liabilities | |
Level 3 [Member] | |
Assets | |
Marketable Securities | |
Liabilities | |
Total liabilities | |
Level 3 [Member] | Derivative warrant liabilities – public [Member] | |
Liabilities | |
Total liabilities | |
Level 3 [Member] | Derivative warrant liabilities – private placement [Member] | |
Liabilities | |
Total liabilities |
Income Taxes (Details)
Income Taxes (Details) | 11 Months Ended |
Dec. 31, 2023 USD ($) | |
Income Taxes [Abstract] | |
Operating loss carryovers | $ 407,976 |
Valuation allowance | $407,976 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of Net Deferred Tax Assets | Dec. 31, 2023 USD ($) |
Deferred tax assets | |
Net operating loss carryforwards | $ 113,635 |
Total deferred tax assets | 113,635 |
Valuation allowance | (113,635) |
Deferred tax assets, net valuation allowance |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of Income Tax Provision | 11 Months Ended |
Dec. 31, 2023 USD ($) | |
Federal | |
Current | |
Deferred | 85,675 |
State | |
Current | |
Deferred | 27,960 |
Change in valuation allowance | (113,635) |
Income tax provision |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of Reconciliation of the Federal Income Tax Rate to the Company’S Effective Tax Rate | 11 Months Ended |
Dec. 31, 2023 | |
Schedule of Reconciliation of the Federal Income Tax Rate to the Company’S Effective Tax Rate [Abstract] | |
Statutory federal income tax rate | 21% |
State tax expense, net of federal benefit | 6.90% |
Permanent items | |
Change in fair value of derivative liabilities | 10% |
Valuation allowance | (37.90%) |
Income tax provision |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 11 Months Ended | ||||
Dec. 13, 2023 | Apr. 10, 2023 | Mar. 31, 2024 | Nov. 30, 2023 | Dec. 31, 2023 | Sep. 30, 2023 | |
Commitments and Contingencies [Line Items] | ||||||
Service fees | $ 165,000 | $ 165,000 | $ 200,000 | |||
Fees discount rate | 30% | |||||
Agreement amount | $ 582,662 | |||||
Settlement of legal fees | $ 625,000 | |||||
Cumulative payments | $ 325,000 | |||||
Accrued obligation | $ 35,000 | |||||
Free Cash Flow in 2024 [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Service fees | 200,000 | |||||
Payment of agreement | $ 0 | |||||
Payment of agreement | 5% | |||||
Free Cash Flow in 2024 [Member] | Minimum [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Increase decrease in free cash flow | $ 2,000,000 | |||||
Free Cash Flow in 2024 [Member] | Maximum [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Increase decrease in free cash flow | 2,000,000 | |||||
Free Cash Flow in 2025 [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Service fees | 325,000 | |||||
Payment of agreement | $ 0 | |||||
Payment of agreement | 5% | |||||
Free Cash Flow in 2025 [Member] | Minimum [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Increase decrease in free cash flow | $ 2,000,000 | |||||
Free Cash Flow in 2025 [Member] | Maximum [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Increase decrease in free cash flow | $ 2,000,000 | |||||
Forecast [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Acquisition related costs | $ 35,000 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - USD ($) | Feb. 05, 2024 | Mar. 04, 2024 |
Subsequent Event [Line Items] | ||
Prepayment | $ 5,000,000 | |
Seller amount | $ 250,000 | |
Percentage of seller recovered | 110% | |
Proceeds from sales | $ 110 | |
Purchase agreement | $ 100 | |
Percentage of gross profit | 15% | |
Taxes and withholdings | $ 250,000 | |
Common stock, par value (in Dollars per share) | $ 0.0001 | |
Aggregate of shares (in Shares) | 2,700,000 | |
Common Stock [Member] | ||
Subsequent Event [Line Items] | ||
Aggregate of shares (in Shares) | 1,600,000 | |
Purchase Agreement [Member] | ||
Subsequent Event [Line Items] | ||
Percentage of seller recovered | 110% |