--- schema_version: "secwatch.filing_event.v1" accession: "0001213900-23-099273" form_type: "8-K" ticker: "HGAS" cik: "0001817232" company_name: "Global Gas Corp" filed_at: "2023-12-28T23:59:59+00:00" generated_at: "2026-06-07T06:27:33.865350+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # Global Gas Corporation completes business combination with Global Hydrogen, begins trading under HGAS ## Summary - Post-close shares: 5,428,256 Class A common, 4,300,000 Class B common; 8,624,981 public warrants, 4,850,000 private warrants. - Redemption of 747,518 shares at ~$10.04 each, aggregate $7,507,824.89. - PIPE: 681,220 Class A shares issued to Meteora at $10/share, sold concurrently with closing. - Sponsor note ($170K) and Glatt note ($103,950) amended, maturity extended to June 30, 2024. - Lock-up: common stock restricted 12 months, private warrants restricted 30 days post-close. ## SEC filing metadata - accession: 0001213900-23-099273 - form_type: 8-K - ticker: HGAS - cik: 0001817232 - company_name: Global Gas Corp - filed_at: 2023-12-28T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 1.01, 2.01, 9.01, 4.01, 3.01, 3.02, 3.03, 5.03, 5.01, 5.02, 5.05, 5.06 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1817232/000121390023099273/0001213900-23-099273-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1817232/000121390023099273/ea190645-8k_globalgas.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001213900-23-099273 - JSON: https://secwatch.observer/filing/0001213900-23-099273.json - Plain text: https://secwatch.observer/filing/0001213900-23-099273.txt ## Key facts - Listing & Compliance Notices Global Gas Corp received a nasdaq delisting notice notice regarding stockholders equity (rules 5505). - Exchange: nasdaq - Notice: delisting notice - Deficiency: stockholders equity - Rules: 5505 source text: December 22, 2023, the Company received a notice (the “Notice”) from the staff of the Listing Qualifications Department of Nasdaq indicating that, unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”), the Company’s securities (common stock and warrants) would be subject to suspension and delisting from Nasdaq on January 3, 2024, due to the Company’s failure to satisfy the initial listing standards of The Nasdaq Capital Market upon closing of the Business Combination in accordance with Nasdaq Rule 5101-2. Specifically, the Company has not demonstrated comp evidence_url: https://www.sec.gov/Archives/edgar/data/1817232/000121390023099273/0001213900-23-099273-index.htm - Governance Changes Global Gas Corp: Adopted Second Amended and Restated Certificate of Incorporation. - Change: charter amendment source text: The Second Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Incorporation”), which became effective upon filing with the Secretary of State of the State of Delaware on the Closing Date, includes the amendments proposed by the Charter Proposal. evidence_url: https://www.sec.gov/Archives/edgar/data/1817232/000121390023099273/0001213900-23-099273-index.htm - Governance Changes Global Gas Corp: Adopted new Code of Business Conduct and Ethics. - Change: code of ethics source text: In connection with the Business Combination, on the Closing Date, the Board approved and adopted a new Code of Business Conduct and Ethics applicable to all employees, officers and directors of the Company, including the Company’s principal executive officer, principal financial officer and principal accounting officer or controller (or persons performing similar functions to the aforementioned officers). evidence_url: https://www.sec.gov/Archives/edgar/data/1817232/000121390023099273/0001213900-23-099273-index.htm - Governance Changes Global Gas Corp: Ceased to be a shell company as a result of business combination. - Change: shell status source text: the Company ceased to be a shell company (as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended) as of the Closing Date. evidence_url: https://www.sec.gov/Archives/edgar/data/1817232/000121390023099273/0001213900-23-099273-index.htm - Governance Changes Global Gas Corp: Adopted Amended and Restated Bylaws. - Change: bylaw amendment source text: On the Closing Date, the Amended and Restated Bylaws of the Company (the “Bylaws”) became effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1817232/000121390023099273/0001213900-23-099273-index.htm - M&A Transactions Global Gas Corp underwent a change of control involving William Bennett Nance, Jr., Sergio Martinez and Barbara Guay Martinez (collectively, the Sellers) for $43,000,000 (closed 2023-12-21). - Action: change of control - Counterparty: William Bennett Nance, Jr., Sergio Martinez and Barbara Guay Martinez (collectively, the Sellers) - Consideration: $43,000,000 - Closing: 2023-12-21 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1817232/000121390023099273/0001213900-23-099273-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.