Global Gas Corporation (HGAS) Risk Analysis

If more than 50% of the voting power for the election of Global Gas' directors is held by an individual, a group or another company, Global Gas will become a "controlled company" within the meaning of the Nasdaq corporate governance standards. The Sponsor and William Bennett Nance, Jr. hold approximately 86.4% of the combined voting power of Global Gas immediately following the Closing. The Sponsor and William Bennett Nance, Jr. have no agreement or arrangement to act together with respect to voting of the Global Gas common stock, and thus they have not formed a "group" for purposes of controlled company status. Although no individual, group or other company will have more than 50% of the voting power of Global Gas, the Sponsor and William Bennett Nance, Jr. may in the future decide to act as a group, and this concentration of voting power would cause Global Gas to become a "controlled company" within the meaning of the Nasdaq corporate governance standards. As a result, if Global Gas becomes a "controlled company" within the meaning of the Nasdaq corporate governance standards, then Global Gas will not be subject to certain requirements that would otherwise require it to have, among other things: (i) a majority of its board of directors consist of "independent directors" as defined under the rules of the Nasdaq; (ii) a compensation committee that is composed entirely of directors who meet the Nasdaq independence standards for compensation committee members; and (iii) director nominations made, or recommended to the full board of directors, by its independent directors or by a nominations committee that consists entirely of independent directors.

Global Gas' securities are listed on Nasdaq. However, Global Gas cannot assure you that its securities will continue to be listed on Nasdaq. In order to continue listing its securities on Nasdaq, Global Gas must maintain certain financial, distribution and stock price levels. Generally, Global Gas must maintain a minimum amount of stockholders' equity (generally $4.0 million) and a minimum number of holders of its securities (generally 300 unrestricted, round-lot holders). On December 22, 2023, we received a notice (the "Notice") from the staff of the Listing Qualifications Department of Nasdaq indicating that, unless the we timely request a hearing before the Nasdaq Hearings Panel (the "Panel"), the our securities (common stock and warrants) would be subject to suspension and delisting from Nasdaq on January 3, 2024, due to 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, we have not demonstrated compliance with the Stockholders Equity, Publicly Held Shares, Market Value of Listed Securities and Market Value of Publicly Held Shares requirements set forth in Nasdaq Rule 5505. We timely requested a hearing before the Panel, which hearing was held on March 19, 2024 and resulted in a stay of any suspension or delisting action pending the outcome of the hearing. If Nasdaq delists any of our securities from trading on its exchange and we are not able to list such securities on another approved national securities exchange, we expect that such securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including: (i) a limited availability of market quotations for our securities, (ii) reduced liquidity for our securities, (iii) a determination that our public shares are "penny stocks" which will require brokers trading in our public shares to adhere to more stringent rules, including being subject to the depository requirements of Rule 419 of the Securities Act, and possibly result in a reduced level of trading activity in the secondary trading market for our securities, (iv) a decreased ability to issue additional securities or obtain additional financing in the future, and (v) a less attractive acquisition vehicle to a target business in connection with an initial business combination. The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as "covered securities." Global Gas' public shares, units and warrants qualify as covered securities under such statute. If we were no longer listed on Nasdaq, our securities would not qualify as covered securities under such statute and we would be subject to regulation in each state in which we offer our securities. If Nasdaq delists Global Gas' securities from trading on its exchange and Global Gas is not able to list its securities on another national securities exchange, Global Gas expects its securities could be quoted on an over-the-counter market. If this were to occur, Global Gas could face significant material adverse consequences, including: - a limited availability of market quotations for its securities;- reduced liquidity for its securities;- a determination that Global Gas Common Stock constitutes a "penny stock" which will require brokers trading in Global Gas Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for Global Gas' securities;- a limited amount of news and analyst coverage; and - a decreased ability to issue additional securities or obtain additional financing in the future.

Certain provisions of the Amended and Restated Charter and the Global Gas Bylaws may have an anti-takeover effect and may delay, defer or prevent a merger, acquisition, tender offer, takeover attempt or other change of control transaction that a stockholder might consider in its best interest, including those attempts that might result in a premium over the market price for the shares held by Global Gas' stockholders. These provisions provide for, among other things: - the ability of Global Gas' Board to issue one or more series of preferred stock;- a classified board;- advance notice for nominations of directors by stockholders and for stockholders to include matters to be considered at Global Gas' annual meetings;- certain limitations on convening special stockholder meetings;- limiting the persons who may call special meetings of stockholders;- limiting the ability of stockholders to act by written consent; and - Global Gas' Board have the express authority to make, alter or repeal the Global Gas Bylaws. These anti-takeover provisions could make it more difficult or frustrate or prevent a third party from acquiring Global Gas, even if the third party's offer may be considered beneficial by many of Global Gas' stockholders. Additionally, the provisions may frustrate or prevent any attempts by Global Gas stockholders to replace or remove its current management by making it more difficult for stockholders to replace members of Global Gas' Board, which is responsible for appointing the members of its management. As a result, Global Gas' stockholders may be limited in their ability to obtain a premium for their shares. These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and to cause Global Gas to take other corporate actions you desire. See "Description of Global Gas Securities".

The Amended and Restated Charter requires, to the fullest extent permitted by law, that derivative actions brought in Global Gas' name, actions against directors, officers and employees for breach of fiduciary duty, actions asserting an "internal corporate claim," as defined in Section 115 of the DGCL, and other similar actions may be brought in the Court of Chancery or, if that court lacks subject matter jurisdiction, another federal or state court situated in the State of Delaware. Any person or entity purchasing or otherwise acquiring any interest in shares of Global Gas' capital stock shall be deemed to have notice of and consented to the forum provisions in the Amended and Restated Charter. In addition, the Amended and Restated Charter and Amended and Restated Bylaws of Global Gas (the "Global Gas Bylaws") provides that the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action under the Securities Act and the Exchange Act. While the exclusive forum provision does not restrict the ability of stockholders to bring claims under the Securities Act, it may limit stockholders' ability to bring a claim in the judicial forum that they find favorable and may increase certain litigation costs on the stockholders, which may discourage the filing of claims under the Securities Act against Global Gas, its directors and officers. In March 2020, the Delaware Supreme Court issued a decision in Salzburg et al. v. Sciabacucchi, which found that an exclusive forum provision providing for claims under the Securities Act to be brought in federal court is facially valid under Delaware law. It is unclear whether this decision will be appealed, or what the final outcome of this case will be. Global Gas intends to enforce this provision, but it does not know whether courts in other jurisdictions will agree with this decision or enforce it. This choice of forum provision may limit a stockholder's ability to bring a claim in a judicial forum that it finds favorable for disputes with Global Gas or any of its directors, officers, other employees or stockholders, which may discourage lawsuits with respect to such claims. Alternatively, if a court were to find the choice of forum provision contained in the Amended and Restated Charter to be inapplicable or unenforceable in an action, Global Gas may incur additional costs associated with resolving such action in other jurisdictions, which could harm its business, operating results and financial condition. Additionally, it is uncertain whether this choice of forum provision is enforceable. Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. In light of this uncertainty, investors bringing a claim may face certain additional risks, including increased costs and uncertainty of litigation outcomes.

The percentage of shares of Global Gas Common Stock owned by current stockholders may be diluted in the future because of equity issuances for acquisitions, capital market transactions, or otherwise, including, without limitation, equity awards that Global Gas may grant to its directors, officers, and employees, exercise of Global Gas warrants.

Our Warrants are exercisable at $11.50 per share. On March 25, 2024, the closing price of our Class A Common Stock was $1.44. Accordingly, the exercise prices of the Warrants on such date were greater than the current market price of our Class A Common Stock. Such Warrants are therefore unlikely to be exercised and the Company would not receive any proceeds from such exercise of the Warrants. Whether any holders of Warrants determine to exercise such Warrants, which would result in cash proceeds to the Company, will likely depend upon the market price of our Class A Common Stock at the time of any such holder's determination. We expect to use the net proceeds from the exercise of the Warrants for general corporate purposes. In order to fund planned operations while meeting obligations as they come due, we will need to secure additional debt or equity financing if substantial cash proceeds from the exercise of the Warrants are not received. Furthermore, to the extent that warrants are exercised on a "cashless basis," the amount of cash we would receive from the exercise of the warrants will decrease. There is no guarantee that the Warrants will ever be in the money prior to their expiration, and as such, the Warrants may expire worthless.

The market price of Global Gas Common Stock could decline as a result of sales of a large number of shares of Global Gas Common Stock in the market after the Closing, or the perception that these sales could occur. Upon consummation of the Business Combination, the Sellers received 4,300,000 shares of Class B Common Stock, of which 1,600,000 shares were subsequently forfeited in March 2024 leaving an aggregate of 2,700,000 shares of Class B Common Stock outstanding, which is exchangeable for shares of Class A Common Stock on a one-for-one basis. At any time after the expiration of a lock-up to which such shares are subject, certain stockholders are entitled, under the Registration Rights Agreement, to certain rights with respect to the registration of the offer and sale of those shares under the Securities Act, including requesting Global Gas file a registration statement to register the offer and sale of their shares. Global Gas is also obligated to register certain shares of Global Gas Common Stock purchased by the Meteora Entities pursuant to the Forward Purchase Agreement and Subscription Agreement. In addition, Global Gas intends to file a registration statement to register shares reserved for future issuance under Global Gas' equity compensation plans. Upon effectiveness of that registration statement, subject to the satisfaction of applicable vesting restrictions and the expiration or waiver of the market standoff agreements and lock-up agreements referred to above, the shares issued upon exercise of outstanding stock options, restricted stock unit awards, and warrants or the vesting of other equity awards granted under such plans will be available for immediate resale in the public market. Sales of Global Gas Common Stock as restrictions end or pursuant to registration rights may make it more difficult for Global Gas to sell equity securities in the future at a time and at a price that Global Gas deems appropriate. These sales also could cause the trading price of Global Gas Common Stock to fall and make it more difficult for you to sell shares of Global Gas Common Stock at a time and price that you deem appropriate.

The trading market for Global Gas Common Stock will be influenced in part by the research and reports that securities or industry analysts may publish about us, Global Gas' business, Global Gas' market, or Global Gas' competitors. If one or more securities analysts initiate research with an unfavorable rating or downgrade Global Gas Common Stock, provide a more favorable recommendation about Global Gas' competitors or publish inaccurate or unfavorable research about Global Gas' business, Global Gas Common Stock price would likely decline. If few securities analysts commence coverage of us, or if one or more of these analysts cease coverage of Global Gas, or fail to publish reports on Global Gas regularly, Global Gas could lose visibility in the financial markets and demand for Global Gas' securities could decrease, which in turn could cause the price and trading volume of Global Gas Common Stock to decline.

The trading price of our securities could be volatile and subject to wide fluctuations in response to various factors including those discussed in this "Risk Factors" section. Many of such factors are beyond Global Gas' control. In such circumstances, the trading price of Global Gas' securities may not recover and may experience a further decline. Broad market and industry factors may also materially harm the market price of Global Gas' securities irrespective of Global Gas' operating performance. The stock markets in general, have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks and of Global Gas' securities may not be predictable. A loss of investor confidence in the market for retail stocks or the stocks of other companies which investors perceive to be similar to Global Gas could depress Global Gas' share price regardless of Global Gas' business, prospects, financial conditions, or results of operations. A decline in the market price of Global Gas' securities also could adversely affect Global Gas' ability to issue additional securities and Global Gas' ability to obtain additional financing in the future.

Global Gas is, an "emerging growth company," as defined in Section 2(a)(19) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). For as long as it continues to be an emerging growth company, Global Gas may choose to take advantage of exemptions from various reporting requirements applicable to other public companies but not to "emerging growth companies," including: - the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act;- the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements and - reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements. As a result, stockholders may not have access to certain information that they may deem important. Global Gas' status as an emerging growth company will end upon the earliest of: - the last day of the fiscal year in which Global Gas has at least $1.235 billion in annual revenue, as indexed for inflation by the SEC;- the first day of the fiscal year in which Global Gas qualifies as a "large accelerated filer," with at least $700.0 million of equity securities held by non-affiliates as of the last business day of Global Gas' last completed second fiscal quarter;- the date on which Global Gas has issued, in any three-year period, more than $1.0 billion in non-convertible debt securities; or - the last day of the fiscal year ending after the fifth anniversary of Dune's IPO. Under the JOBS Act, emerging growth companies can also delay adopting new or revised accounting standards until such time as those standards apply to private companies. Global Gas may elect to take advantage of this extended transition period and as a result, its financial statements may not be comparable with similarly situated public companies. Global Gas cannot predict if investors will find Global Gas Common Stock less attractive if it chooses to rely on any of the exemptions afforded emerging growth companies. If some investors find Global Gas Common Stock less attractive because Global Gas relies on any of these exemptions, there may be a less active trading market for Global Gas Common Stock and the market price of Global Gas Common Stock may be more volatile and may decline.