Global Hydrogen Energy LLC (“Global Hydrogen”), which seeks
to be a leader in the sustainable energy transition as a
next-generation industrial gas supplier, and Dune Acquisition
Corporation (Nasdaq: DUNEU, DUNE, DUNEW) (“Dune”), a special
purpose acquisition company, today announced that they have entered
into a definitive agreement for a business combination, which would
result in Global Hydrogen becoming a publicly listed company. The
combined company will be called Global Gas Corporation upon the
closing of the business combination and its common stock is
expected to be listed on Nasdaq under the new ticker symbol “HGAS”.
Headquartered in New York, Global Hydrogen is
led by Founder and Chief Executive Officer William B. Nance, who
has over a decade of hydrogen and industrial gas experience. Global
Hydrogen is a 100% minority-owned business that targets both
private and publicly-funded hydrogen development and carbon
recovery projects, including projects supported by local, county,
state, and national- level governments. Global Hydrogen primarily
targets renewable waste as feedstock to generate the industrial
gases it sells, and seeks arrangements with owners of wastewater
treatment plants, food waste processing facilities, agricultural
farms, and landfills as well as producers and distributors of
renewable natural gas.
William B. Nance, commented, “The transition to
a zero emission transportation future is underway. Global Hydrogen
sees a large addressable market for hydrogen and carbon recovery
infrastructure and rapidly growing demand for low carbon hydrogen
and recovered carbon dioxide and oxygen. The partnership we
announced with Dune will enable us to continue executing our
strategy providing attractively priced energy carrier molecules
near population centers, where they are needed most.”
Carter Glatt, Founder and Chief Executive
Officer of Dune, added, “We are excited to partner with William and
Global Hydrogen as they tackle global decarbonization efforts by
providing low carbon, clean hydrogen and carbon dioxide generated
from local waste biogas and renewable feedstock. With both public
and private sector support seeking to achieve net zero emission
targets, Global Hydrogen is operating at the heart of powerful
secular tailwinds and will be well-positioned to be a leader in the
clean economy.”
Transaction Overview:
Under the terms of the Unit Purchase Agreement,
Dune will complete a business combination with Global Hydrogen at a
pro forma combined enterprise value of approximately $112 million
(assuming no redemptions by Dune public stockholders and a Dune
common share value of $10 per share). The Board of Directors of
Dune has received an independent fairness opinion.
The Board of Directors of Dune and the managers
and unitholders of Global Hydrogen have each unanimously approved
the proposed business combination, which is expected to close in
the second half of 2023 and remains subject to approval by Dune’s
stockholders and customary closing conditions. Mr. Nance, who is
also a director of Dune, was recused from, and did not participate
in, the consideration or approval of the proposed business
combination by the Dune Board of Directors.
Additional information about the proposed
transaction, including a copy of the definitive purchase agreement,
will be provided in a Current Report on Form 8-K being filed by
Dune today with the U.S. Securities and Exchange Commission (the
“SEC”) and available at www.sec.gov.
Advisors
Winston & Strawn LLP and Sidley Austin LLP are serving as
legal advisors to Dune. Alston & Bird LLP is serving as legal
advisor to Global Hydrogen.
About Global Hydrogen
Headquartered in New York and founded in 2023,
Global Hydrogen seeks to be a leader in the sustainable energy
transition as a next- generation industrial gas supplier. Global
Hydrogen is a 100% minority-owned business that targets both
private and publicly-funded hydrogen development and carbon
recovery projects, including projects supported by local, county,
state, and national-level governments. Global Hydrogen primarily
targets renewable waste as feedstock to generate the industrial
gases it sells, and seeks arrangements with owners of wastewater
treatment plants, food waste processing facilities, agricultural
farms, and landfills as well as producers and distributors of
renewable natural gas. For additional information, visit
globalhydrogen.co.
About Dune Acquisition Corporation
Dune Acquisition Corporation was founded by its Chief Executive
Officer, Carter Glatt, to effect a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or similar
business combination with one or more businesses.
Additional Information and Where to Find It
The proposed business combination with Global
Hydrogen (the “Business Combination”) will be submitted to Dune’s
stockholders for their consideration. Dune intends to file a proxy
statement (the “Proxy Statement”) that will be sent to all holders
of Dune’s common stock in connection with the Business Combination.
This press release does not contain all the information that should
be considered concerning the proposed Business Combination and is
not intended to form the basis of any investment decision or any
other decision in respect of the Business Combination. Dune’s
stockholders, Global Hydrogen’s unitholders and other interested
persons are advised to read, when available, the preliminary Proxy
Statement and the amendments thereto and the definitive Proxy
Statement and other documents filed in connection with the proposed
Business Combination, as these materials will contain important
information about Global Hydrogen, Dune and the Business
Combination. When available, the definitive Proxy Statement and
other relevant materials for the proposed Business Combination will
be mailed to stockholders of Dune as of a record date to be
established for voting on the proposed Business Combination. Dune
stockholders and Global Hydrogen unitholders will also be able to
obtain copies of the preliminary Proxy Statement, the definitive
Proxy Statement and other documents filed with the SEC, without
charge, once available, at the SEC’s website at www.sec.gov, or by
directing a request to Dune’s secretary at 700 S. Rosemary Avenue,
Suite 204, West Palm Beach, FL 33401, (917) 742-1904.
Participants in Solicitation
Dune and its directors and executive officers
may be deemed participants in the solicitation of proxies from
Dune’s stockholders with respect to the Business Combination. A
list of the names of those directors and executive officers and a
description of their interests in Dune is contained in Dune’s
Annual Report on Form 10-K for the fiscal year ended December 31,
2022, which was filed with the SEC on April 10, 2023 and is
available free of charge at the SEC’s website at www.sec.gov. To
the extent such holdings of Dune’s securities may have changed
since that time, such changes have been or will be reflected on
Statements of Change in Ownership on Form 4 filed with the
SEC. Additional information regarding the interests of such
participants will be contained in the Proxy Statement for the
proposed Business Combination when available. These documents can
be obtained free of charge from the sources indicated above.
Global Hydrogen and its managers and executive
officers may also be deemed to be participants in the solicitation
of proxies from Dune’s stockholders with respect to the proposed
Business Combination. A list of the names of such managers and
executive officers and information regarding their interests in the
proposed Business Combination will be included in the Proxy
Statement for the proposed Business Combination when available.
Cautionary Note Regarding Forward-Looking
Statements
This press release contains certain
“forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of words such as
“anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,”
“intend,” “may,” “might,” “plan,” “possible,” “potential,”
“predict,” “project,” “should,” “would,” “will,” “shall,” “seek,”
“result,” “become,” “target” or other similar expressions that
predict or indicate future events or trends or that are not
statements of historical matters, but the absence of these words
does not mean a statement is not forward looking. Indications of,
and guidance or outlook on, future earnings, dividends or financial
position or performance are also forward looking statements. These
forward-looking statements include, but are not limited to: (1)
references with respect to the anticipated benefits of the proposed
Business Combination and anticipated closing timing; (2) the
anticipated capitalization and enterprise value of the combined
company following the consummation of the proposed Business
Combination; (3) current and future potential commercial and
customer relationships; and (4) anticipated demand for the combined
company’s product and service offerings. These statements are based
on various assumptions, whether or not identified in this press
release, and on the current expectations of Dune’s and Global
Hydrogen’s management and are not predictions of actual
performance. These forward-looking statements are provided for
illustrative purposes only and are not intended to serve as, and
must not be relied on by any investor as, a guarantee, an
assurance, a prediction or a definitive statement of fact or
probability.
These forward-looking statements involve
significant risks and uncertainties that could cause the actual
results to differ materially, and potentially adversely, from those
expressed or implied in the forward-looking statements.
Forward-looking statements are predictions, projections and other
statements about future events that are based on current
expectations and assumptions and, as a result, are subject to risks
and uncertainties. Most of these factors are outside Dune’s and
Global Hydrogen’s control and are difficult to predict. Factors
that may cause such differences include, but are not limited to:
(i) the occurrence of any event, change, or other circumstances
that could give rise to the termination of the purchase agreement;
(ii) the outcome of any legal proceedings that may be instituted
against Dune and Global Hydrogen following the announcement of the
purchase agreement and the transactions contemplated thereby; (iii)
the inability of the parties to timely or successfully complete the
proposed Business Combination, including due to failure to obtain
approval of the stockholders of Dune, redemptions by Dune’s
stockholders, certain regulatory approvals or the satisfaction of
other conditions to closing in the purchase agreement; (iv) risks
relating to the uncertainty of the projected financial information
with respect to Global Hydrogen; (v) the occurrence of any event,
change or other circumstance that could give rise to the
termination of the purchase agreement or could otherwise cause the
transaction to fail to close; (vi) the impact of the COVID-19
pandemic on Global Hydrogen’s business and/or the ability of the
parties to complete the proposed Business Combination; (vii) the
inability to maintain the listing of Dune’s shares on the Nasdaq
Stock Market following the proposed Business Combination; (viii)
the risk that the proposed Business Combination disrupts current
plans and operations as a result of the announcement and
consummation of the proposed Business Combination; (ix) the ability
to recognize the anticipated benefits of the proposed Business
Combination, which may be affected by, among other things,
competition, the ability of Global Hydrogen to grow and manage
growth profitably, sell and expand its product and service
offerings, implement its growth strategy and retain its key
employees; (x) risks relating to Global Hydrogen’s operations and
business, including the combined company’s ability to raise
financing, hire employees, secure supplier, customer and other
commercial contracts, obtain licenses and information technology
and protect itself against cybersecurity risks; (xi) intense
competition and competitive pressures from other companies
worldwide in the industries in which the combined company will
operate; (xii) litigation and the ability to adequately
protect the combined company’s intellectual property rights; (xiii)
costs related to the proposed Business Combination; (xiv) changes
in applicable laws or regulations; and (xv) the possibility that
Global Hydrogen or Dune may be adversely affected by other
economic, business and/or competitive factors. The foregoing list
of factors is not exhaustive, and there may be additional risks
that neither Dune nor Global Hydrogen presently know or that Dune
and Global Hydrogen currently believe are immaterial that could
also cause actual results to differ from those contained in the
forward-looking statements. Additional information concerning
certain of these and other risk factors is contained in Dune’s most
recent filings with the SEC, including Dune’s Annual Report on Form
10-K for the fiscal year ended December 31, 2022 and in those
documents that Dune has filed, or will file, with the SEC. These
filings identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained herein. In addition,
forward-looking statements reflect Dune’s and Global Hydrogen’s
expectations, plans or forecasts of future events and views as of
the date of this press release. Dune and Global Hydrogen anticipate
that subsequent events and developments will cause Dune’s and
Global Hydrogen’s assessments to change. All subsequent written and
oral forward-looking statements concerning Dune and Global
Hydrogen, the Transactions or other matters attributable to Dune,
Global Hydrogen or any person acting on their behalf are expressly
qualified in their entirety by the cautionary statements above.
Readers are cautioned not to place undue reliance upon any
forward-looking statements, which speak only as of the date made.
While Dune and Global Hydrogen may elect to update these
forward-looking statements at some point in the future, each of
Dune or Global Hydrogen expressly disclaims any obligations or
undertaking to release publicly any updates or revisions to any
forward-looking statements contained herein to reflect any change
in their expectations with respect thereto or any change in events,
conditions or circumstances on which any statement is based, except
as required by law. These forward-looking statements should not be
relied upon as representing Dune’s and Global Hydrogen’s
assessments as of any date subsequent to the date of this press
release. Accordingly, undue reliance should not be placed upon the
forward-looking statements.
Contacts
Dune Acquisition Corporationir@duneacq.com(917) 742-1904
Global Hydrogen Energy LLCir@globalhydrogen.co
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