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 the completion of its previously announced
business combination. The combined company is named Global Gas
Corporation (“Global Gas”) and its Class A common shares and
warrants are expected to commence trading on the Nasdaq Capital
Market (“Nasdaq”) under the new ticker symbols “HGAS” and “HGASW,”
respectively, on or about December 22, 2023.
Headquartered in New York, Global Gas is led by
Founder and Chief Executive Officer William B. Nance, who has over
a decade of hydrogen and industrial gas experience. Global Gas is a
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 Gas 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. In
conjunction with the select specifications of its clients and
development partners, Global Gas can deliver both Electrolyzer and
Steam Methane Reforming offerings.
“Hydrogen is the tip of the spear for reducing
carbon emissions in hard to decarbonize industries,” said William
B. Nance. “The completion of our business combination with Dune
positions Global Gas to be a leader in the rapidly growing hydrogen
and carbon recovery ecosystem. We look forward to our next chapter
as a public company, which will allow us to bring our expertise and
infrastructure offerings to a global marketplace.
Global Gas expects to receive a delisting notice
from the Nasdaq staff for 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. Global Gas
intends to timely request a hearing before the Nasdaq Hearings
Panel to appeal Nasdaq's delisting determination and work
expeditiously to satisfy the applicable initial listing standards
of The Nasdaq Capital Market.
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.
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,
statements regarding estimates and forecasts of financial and
performance metrics, projections of market opportunity and market
share, expectations and timing related to commercial product
launches, ability to accelerate Global Gas’ strategy and capitalize
on commercial opportunities, potential benefits of the Business
Combination and the potential success of Global Gas’ strategy.
These statements are based on various assumptions, whether or not
identified in this press release, and on the current expectations
of Global Gas’ 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 Global Gas’
control and are difficult to predict. Factors that may cause such
differences include, but are not limited to: the failure to
maintain Nasdaq listing of Global Gas’ securities; changes in
domestic and foreign business, market, financial, political and
legal conditions; failure to realize the anticipated benefits of
the Business Combination; risks relating to the uncertainty of the
projected financial information with respect to Global Gas; Global
Gas’ ability to successfully and timely develop, sell and expand
its technology and products, and otherwise implement its strategy;
risks relating to Global Gas’ operations and business, including
information technology and cybersecurity risks, loss of customers
and deterioration in relationships between Global Gas and its
employees; risks related to increased competition; risks relating
to potential disruption of current plans, operations and
infrastructure of Global Gas as a result of the announcement and
consummation of the Business Combination; risks that the
post-combination company experiences difficulties managing its
growth and expanding operations; the impact of geopolitical,
macroeconomic and market conditions, including the COVID-19
pandemic; and the ability to successfully select, execute or
integrate future acquisitions into the business, which could result
in material adverse effects to operations and financial conditions.
The foregoing list of factors is not exhaustive, and there may be
additional risks that Global Gas presently knows or that Global Gas
currently believes 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 Global Gas’ most recent filings
with the Securities and Exchange Commission (the “SEC”), including
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,
as amended by Amendment No. 1 to Dune’s Annual Report on Form
10-K/A, which was filed with the SEC on July 17, 2023, and in those
documents that Dune has filed, or Global Gas will file, with the
SEC, including Dune’s definitive proxy statement filed with the SEC
on November 7, 2023 (as supplemented by the additional definitive
proxy soliciting materials filed on November 27, 2023, November 29,
2023, November 30, 2023, December 1, 2023 and December 4, 2023).
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 Global Gas’ expectations, plans
or forecasts of future events and views as of the date of this
press release. Global Gas anticipates that subsequent events and
developments will cause its assessments to change. All subsequent
written and oral forward-looking statements concerning Global Gas,
the transactions related to the Business Combination or other
matters attributable to Global Gas or any person acting on its
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 Global Gas may elect to update these
forward-looking statements at some point in the future, Global Gas
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 Global Gas’ 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
Investor Relations
Global Gas Corporation
ir@globalhydrogen.co
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