{"url_path":"/sec/hgas/10-q/2026/cover-page","section_key":"cover-page","section_title":"Cover Page","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1817232/0001213900-26-056883-index.html","accession_number":"0001213900-26-056883","cik":"0001817232","ticker":"HGAS","issuer_name":"Global Gas Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/1817232/0001213900-26-056883-index.html","primary_entity_key":"0001817232","primary_entity_name":"Global Gas Corp"},"word_count":6562,"has_tables":true,"body_markdown":"**UNITED STATES**\n\n**SECURITIES AND EXCHANGE COMMISSION**\n\n**Washington, D.C. 20549**\n\n \n\n**FORM 10-Q**\n\n \n\n**(Mark One)**\n\n☒ **QUARTERLY REPORT UNDER\nSECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**\n\n \n\n**For the quarterly period ended March 31,\n2026**\n\n \n\n☐ **TRANSITION REPORT PURSUANT\nTO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**\n\n \n\n**For the transition period from ______________\nto ______________**\n\n \n\n**Commission File Number 001-39819**\n\n \n\n**GLOBAL GAS CORPORATION**\n\n(Exact name of registrant as specified in its charter)\n\n \n\n**Delaware**   **85-1617911**\n\n(State or other jurisdiction of\nincorporation or organization)   (IRS Employer\nIdentification No.)\n\n \n\n**700 S. Rosemary Avenue, Suite 204\nWest Palm Beach, Florida**   **33401**\n\n(Address of principal executive offices)   (Zip Code)\n\n** **\n\n**(917) 742-1904**\n\n(Registrant’s telephone number, including area\ncode)\n\n \n\n**N/A**\n\n(Former name, former address and former fiscal\nyear, if changed since last report)\n\n \n\nSecurities registered pursuant to Section 12(b) of the Act:\n\n \n\n**Title of each class**   **Trading Symbol(s)**   **Name of each exchange on which registered**\n\nClass A common Stock, par value $0.0001 per share   HGAS   None\n\n         \n\nWarrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share   HGASW   None\n\n \n\nIndicate by check mark whether the registrant (1) has filed all reports\nrequired to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter\nperiod that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.\nYes ☒ No ☐\n\n \n\nIndicate by check mark whether the registrant has submitted\nelectronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this\nchapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files). Yes ☒\nNo ☐\n\n \n\nIndicate by check mark whether the registrant is a large accelerated\nfiler, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of\n“large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company”\nin Rule 12b-2 of the Exchange Act:\n\n \n\nLarge accelerated filer **☐**   Accelerated filer   **☐**\n\nNon-accelerated filer ☒   Smaller reporting company   ☒\n\n      Emerging growth company   ☒\n\n \n\nIf an emerging growth company, indicate by check mark if the registrant\nhas elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant\nto Section 13(a) of the Exchange Act. ☐\n\n \n\nIndicate by check mark whether the registrant is a shell company (as\ndefined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒\n\n \n\nAs of May 12, 2026, there were 7,478,256 shares of the registrant’s\nClass A common stock, par value $0.0001 per share, issued and outstanding, and 0 shares of the registrant’s Class B common stock, par\nvalue $0.0001 per share, issued and outstanding.\n\n \n\n \n\n \n\n \n\n \n\n \n\n**GLOBAL GAS CORPORATION**\n\n** **\n\n**TABLE OF CONTENTS**\n\n \n\n \n \n**Page**\n\nPart 1 - Financial Information\n \n \n\nCondensed Consolidated Financial Statements (Unaudited)\n \n \n\n[Condensed Consolidated Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 2025](#a_001)\n \n1\n\n[Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2026 and 2025 (Unaudited)](#a_002)\n \n2\n\n[Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the Three Months Ended March 31, 2026 and 2025 (Unaudited)](#a_003)\n \n3\n\n[Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025 (Unaudited)](#a_004)\n \n4\n\n[Notes to Condensed Consolidated Financial Statements (Unaudited)](#a_005)\n \n5\n\n[Management’s Discussion and Analysis of Financial Condition and Results of Operations](#a_006)\n \n15\n\n[Quantitative and Qualitative Disclosures About Market Risk](#a_007)\n \n21\n\n[Controls And Procedures](#a_008)\n \n21\n\n[Part II - Other Information](#a_009)\n \n22\n\n[Legal Proceedings](#a_010)\n \n22\n\n[Other Information](#a_011)\n \n22\n\n[Exhibits](#a_012)\n \n22\n\n[Signatures](#a_013)\n \n23\n\n \n\ni\n\n \n\n \n\n**GLOBAL GAS CORPORATION**\n\n**CONDENSED CONSOLIDATED BALANCE SHEETS**\n\n \n\n  \nMarch 31,  \nDecember 31, \n\n  \n2026  \n2025 \n\n  \n(Unaudited)  \n  \n\nAssets \n   \n  \n\nCurrent assets \n   \n  \n\nCash \n$5,472  \n$48,713 \n\nPrepaid expenses \n 2,670  \n 6,675 \n\nTotal Current Assets \n 8,142  \n 55,388 \n\nTOTAL ASSETS \n 8,142  \n 55,388 \n\n  \n    \n   \n\nLiabilities and stockholders’ deficit \n    \n   \n\nCurrent liabilities \n    \n   \n\nAccounts payable and accrued expenses \n 15,891  \n 46,899 \n\nConvertible promissory notes – related parties \n 292,027  \n 288,649 \n\nTotal Current Liabilities \n 307,918  \n 335,548 \n\nDerivative warrant liabilities \n 14,830  \n 16,170 \n\nTOTAL LIABILITIES \n 322,748  \n 351,718 \n\n  \n    \n   \n\nCommitments and contingencies (Note 9) \n \n \n  \n \n \n \n\n  \n    \n   \n\nStockholders’ deficit \n    \n   \n\nPreferred stock, $0.0001 par value; 1,000,000 shares authorized; 0 shares issued or outstanding as of March 31, 2026 and December 31, 2025 \n \n-\n  \n \n-\n \n\nClass A common stock, $0.0001 par value; 380,000,000 shares authorized; 7,478,256 shares issued or outstanding as of March 31, 2026 and December 31, 2025 \n 748  \n 748 \n\nClass B common stock, $0.0001 par value; 20,000,000 shares authorized; 0 shares issued or outstanding as of March 31, 2026 and December 31, 2025 \n \n-\n  \n \n-\n \n\nAdditional paid-in capital \n 125,394  \n 125,394 \n\nAccumulated deficit \n (440,748) \n (422,472)\n\nTotal Stockholders’ Deficit \n (314,606) \n (296,330)\n\nTOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT \n$8,142  \n$55,388 \n\n \n\n*The accompanying notes are an integral part\nof these condensed consolidated financial statements.*\n\n \n\n1\n\n \n\n \n\n**GLOBAL GAS CORPORATION**\n\n**CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS**\n\n**(UNAUDITED)**\n\n \n\n  \nFor the Three Months Ended \n\n  \nMarch 31, \n\n  \n2026  \n2025 \n\n  \n   \n  \n\nRevenue, net \n$\n-\n  \n$33,012 \n\n  \n    \n   \n\nOperating Expenses: \n    \n   \n\nGeneral and administrative \n 16,596  \n 62,126 \n\nLoss from operations \n (16,596) \n (29,114)\n\n  \n    \n   \n\nOther income (expense), net: \n    \n   \n\nInterest income \n 358  \n 885 \n\nInterest expense \n (3,378) \n (4,353)\n\nChange in fair value of derivative warrant liabilities \n 1,340  \n 4,040 \n\nTotal other income (expense), net \n (1,680) \n 572 \n\nNet loss \n$(18,276) \n$(28,542)\n\n  \n    \n   \n\nWeighted average number of Class A common stock outstanding, basic and diluted \n 7,478,256  \n 6,478,256 \n\nNet loss per Class A common stock, basic and diluted \n$0.00  \n$0.00 \n\nWeighted average number of Class B common stock outstanding, basic and diluted \n \n\n-\n\n  \n 2,700,000 \n\nNet loss per Class B common stock, basic and diluted \n$\n\n-\n\n  \n$0.00 \n\n \n\n*The accompanying notes are an integral part\nof these condensed consolidated financial statements.*\n\n \n\n2\n\n \n\n \n\n**GLOBAL GAS CORPORATION**\n\n**CONDENSED CONSOLIDATED STATEMENTS OF CHANGES\nIN STOCKHOLDERS’ DEFICIT**\n\n**(UNAUDITED)**\n\n \n\n**FOR THE THREE MONTHS ENDED MARCH 31, 2026**\n\n \n\n  \nCommon Stock  \nAdditional  \n   \nTotal \n\n  \nClass A  \nPaid-in  \nAccumulated  \nStockholders’ \n\n  \nShares  \nAmount  \nCapital  \nDeficit  \nDeficit \n\nBalance – December 31, 2025 \n$7,478,256  \n$748  \n$125,394  \n$(422,472) \n$(296,330)\n\nNet loss \n -  \n \n-\n  \n \n-\n  \n (18,276) \n (18,276)\n\nBalance – March 31, 2026 \n$7,478,256  \n$748  \n$125,394  \n$(440,748) \n$(314,606)\n\n \n\n**FOR THE THREE MONTHS ENDED MARCH 31, 2025**\n\n \n\n  \nCommon Stock  \nAdditional  \n   \nTotal \n\n  \nClass A  \nClass B  \nPaid-in  \nAccumulated  \nStockholders’ \n\n  \nShares  \nAmount  \nShares  \nAmount  \nCapital  \nDeficit  \nDeficit \n\nBalance – December 31, 2024 \n 6,478,256  \n$648  \n 2,700,000  \n$270  \n$\n-\n  \n$(446,808) \n$(445,890)\n\nStock-based compensation \n -  \n \n-\n  \n -  \n \n-\n  \n 6,526  \n \n-\n  \n 6,526 \n\nNet Loss \n -  \n \n-\n  \n -  \n \n-\n  \n \n-\n  \n (28,542) \n (28,542)\n\nBalance – March 31, 2025 \n 6,478,256  \n$648  \n 2,700,000  \n$270  \n$6,526  \n$(475,350) \n$(467,906)\n\n \n\n*The accompanying notes are an integral part\nof these condensed consolidated financial statements.*\n\n \n\n3\n\n \n\n \n\n**GLOBAL GAS CORPORATION**\n\n**CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS**\n\n**(UNAUDITED)**\n\n \n\n  \nFor the Three Months \n\n  \nMarch 31, \n\n  \n2026  \n2025 \n\nCash Flows from Operating Activities: \n   \n  \n\nNet loss \n$(18,276) \n$(28,542)\n\nAdjustments to reconcile net loss to net cash used in operating activities: \n    \n   \n\nChange in fair value of derivative warrant liabilities \n (1,340) \n (4,040)\n\nNon- cash interest expense \n 3,378  \n \n-\n \n\nStock - based compensation \n \n-\n  \n 6,526 \n\nChanges in operating assets and liabilities: \n    \n   \n\nPrepaid expenses \n 4,005  \n 3,983 \n\nContract liabilities \n \n-\n  \n (63,436)\n\nAccounts payable and accrued expenses \n (31,008) \n 46,096 \n\nNet cash used in operating activities \n (43,241) \n (39,413)\n\n  \n    \n   \n\nCash Flows from Financing Activities: \n    \n   \n\nRepayment to related party \n \n-\n  \n (707)\n\nNet cash used in financing activities \n \n-\n  \n (707)\n\n  \n    \n   \n\nNet change in cash \n (43,241) \n (40,120)\n\nCash, beginning of period \n 48,713  \n 114,146 \n\nCash, end of period \n$5,472  \n$74,026 \n\n  \n    \n   \n\nSupplemental Cash flow information: \n    \n   \n\nTaxes paid \n \n-\n  \n \n-\n \n\n \n\n*The accompanying notes are an integral part\nof these condensed consolidated financial statements.*\n\n \n\n4\n\n \n\n \n\n**GLOBAL GAS CORPORATION**\n\n**NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL\nSTATEMENTS**\n\n \n\n**1. ORGANIZATION AND BUSINESS OPERATIONS**\n\n \n\nGlobal Gas Corporation, a Delaware corporation (the “Company,”\n“Global Gas”), is a nascent pure-play hydrogen and carbon recovery project developer and industrial gas supplier. Global Gas\nintends to offer customers reliable, low-carbon and clean hydrogen, pure carbon dioxide, and other gases generated from a variety of feedstocks.\nGlobal Gas’ planned activities involve (i) the sourcing, identification, evaluation and vetting of offtake customers seeking to purchase\nindustrial gases, (ii) the securing of local feedstocks, equipment, and utilities, (iii) the planning and management of projects and (iv)\nthe structuring and financing of projects. Global Gas targets both privately- and publicly funded hydrogen development and selected carbon\nrecovery projects, including projects supported by local-, county-, state-, and national-level governments in North America, Western Europe,\nand Great Britain.\n\n \n\nGlobal Gas intends to serve traditional industrial gas customers and\nis particularly focused on plans to serve the rapidly growing hydrogen-as-energy-carrier market for use in hydrogen fuel-cell powered\nvehicles. Global Gas’ growth strategy is based on its developing ability to place modular generation, recovery, storage, and dispense\nsolutions in closer geographic proximity to end customers — onsite in many cases — and its developing ability to produce and\nsell multiple outputs from a single feedstock input. Additionally, governments at all levels in North America and Western Europe have\nand are deploying substantial incentives to mitigate the impact of climate change and to decarbonize their economies. Global Gas believes\nit is well-placed to benefit as a developer of projects eligible for several of these incentives, such as the hydrogen tax production\ncredits and the investment tax credits made available in the United States through the Inflation Reduction Act of 2022 (the “IR Act”).\n\n \n\nOn December 22, 2023, the Company received a notice (the “Notice”)\nfrom the staff of the Listing Qualifications Department of Nasdaq indicating that, unless the Company timely requested a hearing before\nthe Nasdaq Hearings Panel (the “Panel”), the Company’s securities (common stock and warrants) would be subject to suspension\nand delisting from Nasdaq on January 3, 2024, due to the Company’s failure to satisfy the initial listing standards of The Nasdaq Capital\nMarket upon closing of the Company’s previously announced business combination in accordance with Nasdaq Rule 5101-2. Specifically, the\nCompany was unable to demonstrate compliance with the Stockholders Equity, Publicly Held Shares, Market Value of Listed Securities and\nMarket Value of Publicly Held Shares requirements set forth in Nasdaq Rule 5505. The Company timely requested a hearing before the Panel,\nwhich resulted in a stay of any suspension or delisting action pending the hearing. The Company was granted until June 20, 2024 to demonstrate\ncompliance with the above-referenced listing rules but was unable to do so by such date. As a result, on June 21, 2024, the Company received\nnotice that the Panel had determined to delist the Company’s securities from Nasdaq and would suspend trading in its securities on the\nexchange effective at the open of business on June 25, 2024. Since the delisting, the Company’s common stock and warrants have been trading\non the over-the-counter “OTC” market, OTCQB, with trading symbol “HGAS” and “HGASW”, respectively.\n\n \n\n**Business Combination**\n\n \n\nOn December 21, 2023 (the “Closing Date”), Global Gas Corporation\n(formerly known as Dune Acquisition Corporation) (prior to the Effective Time (as defined below), “Dune” and after the Effective\nTime, the “Company”), consummated the previously-announced business combination pursuant to that certain Unit Purchase Agreement,\ndated May 14, 2023 (as amended on August 22, 2023 and as further amended on November 24, 2023, the “Purchase Agreement”), by\nand among Dune, Global Gas Holdings LLC, a Delaware limited liability company and direct, wholly-owned subsidiary of Dune (“Holdings”),\nGlobal Hydrogen Energy LLC, a Delaware limited liability company (“Global Hydrogen”), and William Bennett Nance, Jr., Sergio\nMartinez and Barbara Guay Martinez (collectively, the “Sellers”), the equity holders of Global Hydrogen.\n\n \n\n5\n\n \n\n \n\nIn connection with the closing of such business combination, the registrant\nchanged its name from Dune Acquisition Corporation to Global Gas Corporation.\n\n \n\nThe Business Combination was accounted for as a reverse recapitalization\nin accordance with GAAP. Under this method of accounting, although Dune acquired all of the outstanding equity interests of Global Hydrogen\nin the Business Combination, Dune was treated as the “acquired” company and Global Hydrogen was treated as the accounting acquirer\nfor financial statement reporting purposes. Accordingly, the Business Combination was treated as the equivalent of Global Hydrogen issuing\nstock for the net assets of Dune, accompanied by a recapitalization. The net assets of Dune were stated at historical cost, with no goodwill\nor other intangible assets recorded. Operations prior to the Business Combination were those of Global Hydrogen.\n\n \n\n**2. LIQUIDITY AND GOING CONCERN**\n\n \n\n*Going Concern*\n\n \n\nSince inception, the Company’s primary sources of liquidity have been\ncash flows from contributions from a member and a related party and from revenue from customers. The Company had $5,472 in cash, a working\ncapital deficit of $299,776, and an accumulated deficit of $440,748 as of March 31, 2026.\n\n \n\nThe Company’s future capital requirements will depend on many factors,\nincluding the Company’s revenue growth rate, the timing and extent of spending to support further sales and marketing and research and\ndevelopment efforts. In order to finance these opportunities, the Company will need to raise additional financing. While there can be\nno assurances, the Company intends to raise such capital through issuances of additional equity. If additional financing is required from\noutside 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\nadditional capital when desired, the Company’s business, results of operations and financial condition would be materially and adversely\naffected.\n\n \n\nAs a result of the above, in connection with the Company’s assessment\nof going concern considerations in accordance with Financial Accounting Standard Board’s (“FASB”) Accounting Standards Codification\n(“ASC”) Subtopic 205-40, “Going Concern,” management has determined that the Company’s liquidity condition raises\nsubstantial doubt about the Company’s ability to continue as a going concern through twelve months from the date these condensed consolidated\nfinancial statements are available to be issued. These condensed consolidated financial statements do not include any adjustments relating\nto the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to\ncontinue as a going concern.\n\n \n\n6\n\n \n\n \n\n**3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**\n\n \n\n*Basis of accounting*\n\n \n\nThe accompanying condensed consolidated financial statements as of\nMarch 31, 2026 and for the three months ended March 31, 2026 and 2025 are unaudited. The accompanying condensed consolidated financial\nstatements have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”)\nfor interim financial statements and Article 10 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”).\nAccordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial\nstatements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation\nhave been included. Operating results for the three months ended March 31, 2026 are not necessarily indicative of the results that may\nbe expected for the fiscal year ending December 31, 2026. The unaudited condensed consolidated financial statements should be read in\nconjunction with the condensed consolidated financial statements as of and for the year ended December 31, 2025 and footnotes thereto\nfiled with the Securities Exchange Commission (“SEC”) on Form 10-K on April 15, 2026.\n\n \n\nAll amounts referred to in the notes to the condensed consolidated\nfinancial statements are in United States Dollars ($) unless stated otherwise.\n\n \n\n*Principles of consolidation*\n\n \n\nThese condensed consolidated financial statements include the accounts\nof the Company, all wholly owned and majority-owned subsidiaries in which the Company has a controlling voting interest and, when applicable,\nvariable interest entities in which the Company has a controlling financial interest or is the primary beneficiary. Investments in affiliates\nwhere the Company does not exert a controlling financial interest are not consolidated.\n\n \n\nAll significant intercompany transactions and balances have been eliminated\nupon consolidation.\n\n \n\n*Emerging Growth Company*\n\n \n\nThe Company is an “emerging growth company,” as defined in\nSection 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it\nmay take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not\nemerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section\n404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy\nstatements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval\nof any golden parachute payments not previously approved.\n\n \n\nFurther, Section 102(b)(1) of the JOBS Act exempts emerging growth\ncompanies from being required to comply with new or revised financial accounting standards until private companies (that is, those that\nhave not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange\nAct) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company\ncan elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but\nsuch an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that\nwhen a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging\ngrowth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.\n\n \n\n7\n\n \n\n \n\nThis may make comparison of the Company’s condensed consolidated financial\nstatements with those of another public company that is neither an emerging growth company nor an emerging growth company that has opted\nout of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.\n\n \n\n**Use of Estimates**\n\n \n\nThe preparation of the accompanying condensed consolidated financial\nstatements in conformity with US GAAP requires management to make certain estimates and assumptions that affect the reported amounts and\ndisclosures of assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues\nand expenses during the reporting periods. Estimates are adjusted to reflect actual experience when necessary. Significant accounting\nestimates included in these condensed consolidated financial statements are the determination of the fair value of the warrant liabilities.\nSuch estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ\nsignificantly from those estimates.\n\n \n\n**Segment Information**\n\n \n\nASC 280, “Segment Reporting” (“ASC 280”), defines\noperating segments as components of an enterprise where discrete financial information is available that is evaluated regularly by the\nchief operating decision-maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s CODM\nis the chairman, who has ultimate responsibility for the operating performance of the Company and the allocation of resources. The CODM\nreviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and\nassessing financial performance. Accordingly, management has determined that there is only one reportable segment. The CODM assesses performance\nfor the single reportable segment and decides how to allocate resources based on operating expenses that also is reported on the condensed\nconsolidated statements of operations as net income. The measure of segment assets is reported on the condensed consolidated balance sheets\nas total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several\nkey metrics included in operating expenses and cash.\n\n \n\nOperating expenses, inclusive of revenue, general and administrative\ncosts and sales and marketing costs, are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available\nto fund operations. The CODM also reviews operating expenses to manage, maintain and enforce all contractual agreements to ensure costs\nare aligned with all agreements. The categories of operating expenses, as reported on the condensed consolidated statements of operations,\nare the significant segment expenses provided to the CODM on a regular basis.\n\n \n\n**Concentration of credit risk**\n\n \n\nFinancial instruments that potentially subject the Company to concentration\nof credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal Deposit Insurance Corporation\ncoverage limit of $250,000, and investments held in the trust account. Any loss incurred or a lack of access to such funds could have\na significant adverse impact on the Company’s financial condition, results of operations, and cash flows.\n\n \n\n8\n\n \n\n \n\n**Cash and cash equivalents**\n\n \n\nCash and cash equivalents is comprised of cash in the bank which is\nsubject to an insignificant risk of changes in value. The Company considers all short-term investments with an original maturity of three\nmonths or less when purchased to be cash equivalents. At March 31, 2026 and December 31, 2025, cash amounted to $5,472 and $48,713, respectively.\nThere were no cash equivalents at March 31, 2026 and December 31, 2025.\n\n \n\n**Fair value measurements**\n\n \n\nFair value is defined as the exit price, or the amount that would be\nreceived to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement\ndate. The authoritative guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable\ninputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs\nare from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the factors market participants\nwould use in valuing the asset or liability developed based upon the best information available in the circumstances. The categorization\nof financial assets and liabilities within the valuation hierarchy is based upon the lowest level of input that is significant to the\nfair value measurement. The hierarchy is broken down into three levels:\n\n \n\n●Level 1: Inputs are quoted prices in active markets for identical assets or liabilities.\n\n   \n\n●Level 2: Inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar\nassets or liabilities in markets that are not active, and inputs (other than quoted prices) that are observable for the asset or liability,\neither directly or indirectly.\n\n   \n\n●Level 3: Inputs are unobservable for the asset or liability.\n\n \n\nThe carrying amounts of certain financial instruments, such as\naccounts payable and accrued expenses, approximate fair value due to their relatively short maturities. The fair value of debt\ninstruments for which the Company has not elected fair value accounting is based on the present value of expected future cash flows\nand assumptions about the then-current market interest rates as of the reporting period and the creditworthiness of the Company. All\nof the Company’s debt is carried on the condensed consolidated balance sheets on a historical cost basis net of unamortized\ndiscounts and premiums because the Company has not elected the fair value option of accounting.\n\n \n\n**Stock - Based Compensation**\n\n \n\nThe Company accounts for stock-based compensation in accordance with\nthe fair value recognition provisions of the FASB ASC No. 718. The Company issues restricted stock to employees and officers. Cost for\nthese transactions are measured at the fair value of the equity instruments issued at the date of grant.\n\n \n\n**Warrants**\n\n \n\nThe Company reviews the terms of warrants to purchase its common stock\nto determine whether warrants should be classified as liabilities or stockholders’ deficit in its condensed consolidated balance sheets.\nIn order for a warrant to be classified in stockholders’ deficit, the warrant must (i) be indexed to the Company’s equity and (ii) meet\nthe conditions for equity classification.\n\n \n\nIf a warrant does not meet the conditions for stockholders’ deficit\nclassification, it is carried on the condensed consolidated balance sheets as a warrant liability measured at fair value, with subsequent\nchanges in the fair value of the warrant recorded in other non-operating losses (gains) in the condensed consolidated statements of operations.\nIf a warrant meets both conditions for equity classification, the warrant is initially recorded, at its relative fair value on the date\nof issuance, in stockholders’ deficit in the condensed consolidated balance sheets, and the amount initially recorded is not subsequently\nremeasured at fair value.\n\n \n\n9\n\n \n\n \n\n**Net loss per share**\n\n \n\nWe use the two-class method of computing net loss per share, which\nis an earnings allocation formula that determines net loss per share for common stock and any participating securities according to dividends\ndeclared. Under the two-class method, basic net loss per share is computed by dividing the loss attributable to the Company’s stockholders\nby the weighted-average number of common stock shares outstanding for the period. Diluted net loss per share reflects the potential dilution\nthat could occur from share equivalent activity such as equity awards.\n\n \n\n**Revenue Recognition**\n\n \n\nThe Company generates revenue through the resale of products. The Company\nconsiders customer agreements and purchase orders to be the contracts with the customer. There is a single performance obligation, which\nis the Company’s promise to transfer the Company’s product to customers based on specific payment and shipping terms in the arrangement.\nThe entire transaction price is allocated to this single performance obligation. Product revenue is recognized when a customer obtains\ncontrol of the product. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring\nproducts either upon receipt of the product or as defined in the contract. The Company accounts for revenue on a net basis as an agent.\nFor the three months ended March 31, 2026 and 2025, the company recognized $0 and $33,012 of revenue on a net basis as it was determined\nthat the Company was acting as an agent in the contract.\n\n \n\n**Income taxes**\n\n \n\nThe Company follows the asset and liability method of accounting for\nincome taxes under FASB ASC 740, which requires an asset and liability approach to financial accounting and reporting for income taxes.\nDeferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the condensed\nconsolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets\nand liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences\nare expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income\nin the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to\nthe amount expected to be realized.\n\n \n\nFASB ASC 740 prescribes a recognition threshold and a measurement attribute\nfor the financial statement recognition and the measurement of tax positions taken or expected to be taken in a tax return. For those\nbenefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company\nrecognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company is currently not aware\nof any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is\nsubject to income tax examinations by major taxing authorities since inception.\n\n \n\n**Recently Issued Accounting Pronouncements**\n\n \n\nIn November 2024, the FASB issued ASU 2024-03, Income Statement –\nReporting Comprehensive Income – Expense Disaggregation Disclosure (DISE), requiring additional disclosure of the nature of expenses\nincluded in the condensed consolidated statements of operations. The new standard requires disclosures about specific types of expenses\nincluded in the expense captions presented on the face of the statements of operations as well as disclosures about selling expenses.\nThe standard is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods within annual reporting\nperiods beginning after December 15, 2027. The Company is currently assessing the impact that adopting this accounting pronouncement will\nhave on its condensed consolidated financial statements.\n\n \n\n10\n\n \n\n \n\n**4. ACCOUNTS PAYABLE AND ACCRUED EXPENSES**\n\n \n\nThe following table summarizes other accounts payable and accrued expenses:\n\n \n\n  \nMarch 31  \nDecember 31 \n\n  \n2026  \n2025 \n\nAccounting and consulting \n$\n-\n  \n$16,220 \n\nIncome tax payable \n 10,622  \n 10,622 \n\nLegal fees and other professional services \n 3,414  \n 18,306 \n\nTransaction costs(1) \n 251  \n 251 \n\nOther \n 1,604  \n 1,500 \n\n  \n$15,891  \n$46,899 \n\n \n\n(1)Accounts payable and accrued expenses assumed in business\ncombination\n\n \n\n**5. RELATED PARTY TRANSACTIONS**\n\n \n\n**Convertible Promissory Notes – Related Party**\n\n \n\nOn June 21, 2023, the Company entered into an unsecured promissory\nnote (the “Note”) with an affiliate pursuant to which the affiliate agreed to loan the Company up to an aggregate principal\namount of $250,000 for working capital purposes and to pay expenses related to the Business Combination. The Note was non-interest bearing\nand was payable on the earlier of the Closing Date or December 31, 2023. The Note was not convertible. On December 5, 2024, the Company\nand the affiliate entered into an amended agreement (the “Amended Note”) to (i) fix the principal amount of the Amended Note\nat $103,950, the amount outstanding as of September 30, 2024; (ii) change the maturity date of the Amended Note to March 31, 2025, extendable\nby written consent of the holder; (iii) include interest of 5% per annum on the unpaid principal balance, payable in kind and non-cash;\nand (iv) include a conversion feature whereby the holder may elect to convert the principal and accrued interest of such Note into Class\nA common stock of the Company at $0.15 per share. The Amended Note remains subject to customary events of default, the occurrence of any\nof which would automatically trigger the unpaid principal and interest balance of the Notes and all other sums payable to become immediately\ndue and payable. As of March 31, 2026 and December 31, 2025, there was $110,810 and $109,528 outstanding under the Amended Note which\nincludes $6,860 and $5,578 of capitalized interest expense, respectively. For the three months ended March 31, 2026 and 2025, the Company\nincurred $1,282 and $1,652, respectfully of interest expense. The Amended Note is due on demand.\n\n \n\nOn June 21, 2023, the Company issued an unsecured promissory note (the\n“Sponsor Note”) to the Sponsor, which provided for borrowings from time to time of up to an aggregate of $300,000 that was allowed\nto be drawn by the Company and used for working capital purposes and to pay expenses related to the Business Combination. The Sponsor\nNote did not bear interest and was payable on the earlier of December 31, 2023 and the consummation of the Business Combination. On December\n5, 2024, the Company and the affiliate entered into an amended agreement (the “Amended Sponsor Note”) to (i) fix the principal\namount of the Amended Sponsor Note at $170,000, the amount outstanding as of September 30, 2024; (ii) change the maturity date of the\nAmended Sponsor Note to March 31, 2025, extendable by written consent of the holder; (iii) include interest of 5% per annum on the unpaid\nprincipal balance, payable in kind and non-cash; and (iv) include a conversion feature whereby the holder may elect to convert the principal\nand accrued interest of such Note into Class A common stock of the Company at $0.15 per share. The Sponsor Note is subject to customary\nevents of default, the occurrence of any of which automatically triggers the unpaid principal balance of the Amended Sponsor Note and\nall other sums payable with regard to the Amended Sponsor Note to become immediately due and payable. As of March 31, 2026 and December\n31, 2025, there was $181,217 and $179,121 outstanding under the Amended Sponsor Note which includes $11,217 and $9,121 of capitalized\ninterest expense, respectively. For the three months ended March 31, 2026 and 2025, the Company incurred $2,096 and $2,701 of interest\nexpense. The Amended Sponsor Note is due on demand.\n\n \n\n**Issuance of Common Stock to Board of Directors**\n\n \n\nOn August 18, 2025, Global Hydrogen approved and issued a total of\n1,000,000 Class A common stock to members of the Board of Directors of the Company under the 2023 Equity Incentive Plan (See Note 6).\n\n \n\n11\n\n \n\n \n\n** **\n\n**6. STOCKHOLDERS’ EQUITY**\n\n \n\n*Preferred Stock* – The Company is authorized to issue 1,000,000\nshares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined\nfrom time to time by the Board. As of March 31, 2026 and December 31, 2025, there were no shares of preferred stock issued and outstanding.\n\n \n\n*Class A Common Stock* – The Company is authorized to issue\n380,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of March 31, 2026 and December 31, 2025, there were\n7,478,256 shares of Class A common stock issued and outstanding.\n\n \n\n*Class B Common Stock* – The Company is authorized to issue\n20,000,000 shares of Class B common stock with a par value of $0.0001 per share. As of March 31, 2026 and December 31, 2025, there were\nno shares of Class B common stock issued and outstanding.\n\n \n\n*Voting Rights*\n\n \n\nThe holders of the Company’s Common Stock possess all voting power\nfor the election of our directors and all other matters requiring stockholder action and will at all times vote together as one class\non 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\nshare on matters to be voted on by stockholders and have the right to cumulate votes in the election of directors.\n\n \n\n*Dividend Rights*\n\n \n\nThe holders of the Company’s Class A Common Stock are entitled to receive\nsuch dividends and other distributions as declared by the Board, equally on a per share basis. Dividends will not be declared or paid\non 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\nin respect of such shares of the Company’s Class B Common Stock.\n\n \n\n*Liquidation, Dissolution and Winding Up*\n\n \n\nIn the event of any voluntary or involuntary liquidation, dissolution\nor winding-up of the Company, after payment or provision for payment of the debts and other liabilities of the Company, and subject to\nthe rights of the holders of shares of the Company’s preferred stock in respect thereof, the holders of shares of the Company’s Class\nA Common Stock will be entitled to receive all of the remaining assets of the Company available for distribution to its stockholders,\nratably 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\nCommon Stock, as such, will not be entitled to receive any assets of the Company’s in the event of any voluntary or involuntary liquidation,\ndissolution or winding up of the affairs of the Company.\n\n \n\n12\n\n \n\n \n\n**Warrants**\n\n \n\nAs part of the IPO, Dune issued warrants to third party investors where\neach whole warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share. Simultaneously with\nthe 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\nwarrant 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 March 31,\n2026 and December 31, 2025, there were 8,625,000 Public Warrants and 4,850,000 Private Placement warrants outstanding.\n\n \n\nThese warrants expire on the fifth anniversary of the Business Combination\nor earlier upon redemption or liquidation and are exercisable commencing 30 days after the Business Combination, provided that the Company\nhas an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the warrants\nand a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis\nunder the circumstances specified in the warrant agreement) and registered, qualified or exempt from registration under the securities,\nor blue sky, laws of the state of residence of the holder.\n\n \n\n**Forfeiture Agreements**\n\n \n\nOn August 19, 2025, the Company entered into a settlement agreement with such holders pursuant to which such holders\nforfeited an aggregate of 2,700,000 shares of the Company’s Class B common stock. As a result, the Company no longer has any shares\nof Class B common stock outstanding.\n\n \n\n**Restricted Stock**\n\n \n\nOn December 5, 2024, the Company issued 1,050,000 shares of Class A\nCommon Stock pursuant to the December 2023 Incentive Equity Plan to key team members of the Company. A total of 950,000 shares were immediately\nvested with a grant date fair value of $142,595 and 100,000 shares vested on June 30, 2025 with a grant date fair value of $15,010.\n\n \n\nOn August 18, 2025, the Company issued 1,000,000 shares of Class A\nCommon Stock pursuant to the December 2023 Incentive Equity Plan to members of the Board of Directors. All shares were immediately vested\nwith a grant date fair value of $112,100.\n\n \n\n**7. FAIR VALUE MEASUREMENTS**\n\n \n\nWe account for certain liabilities at fair value and classify these\nliabilities within the fair value hierarchy (Level 1, Level 2, or Level 3). There were no assets measured at fair value as of March 31,\n2026 and December 31, 2025.\n\n \n\nLiabilities subject to fair value measurements are as follows:\n\n \n\n  \nAs of March 31, 2026 \n\n  \nLevel 1  \nLevel 2  \nLevel 3  \nTotal \n\nLiabilities \n   \n   \n   \n  \n\nDerivative warrant liabilities – public \n$9,490  \n$\n-\n  \n$\n-\n  \n$9,490 \n\nDerivative warrant liabilities – private placement \n 5,340  \n \n-\n  \n \n-\n  \n 5,340 \n\nTotal liabilities \n$14,830  \n$\n-\n  \n$\n-\n  \n$14,830 \n\n \n\n  \nAs of December 31, 2025 \n\n  \nLevel 1  \nLevel 2  \nLevel 3  \nTotal \n\nLiabilities \n   \n   \n   \n  \n\nDerivative warrant liabilities – public \n$10,350  \n$\n-\n  \n$\n-\n  \n$10,350 \n\nDerivative warrant liabilities – private placement \n 5,820  \n \n-\n  \n \n-\n  \n 5,820 \n\nTotal liabilities \n$16,170  \n$\n-\n  \n$\n-\n  \n$16,170 \n\n \n\n13\n\n \n\n \n\n**Warrant liabilities**\n\n \n\nThe public warrants are separately listed and traded in an active market\nand have been measured at fair value utilizing their listed trading price. The estimated fair value of private placement warrants as of\nMarch 31, 2026 and December 31, 2025 was based on the fair value of the public warrants.\n\n \n\nFor the three months ended March 31, 2026 and 2025, the Company recognized\nincome from the decrease in the fair value of liabilities of $1,340 and $4,040, respectively, presented as a change in fair value of derivative\nwarrant liabilities in the accompanying condensed consolidated statements of operations.\n\n \n\n**8. STOCK BASED COMPENSATION**\n\n \n\n*Restricted Stock Grants*\n\n \n\nFor the three months ended March 31, 2026 and 2025, $0 and $6,526,\nrespectively, of stock-based compensation was expensed and included in general and administrative expenses on the accompanying condensed\nconsolidated statements of operations. The restricted stock was valued based on the fair value of the stock on grant date. At March 31,\n2026, there was no remaining unrecognized stock-based compensation expense.\n\n \n\nThe following table summarizes our restricted stock activity\nfor the three months ended March 31, 2026 and December 31, 2025:\n\n \n\n  \nThree Months Ended\n\nMarch 31, \n\n  \n2026 \n\nBalance at beginning of period \n$2,050,000 \n\nGranted \n \n—\n \n\nExpired / Cancelled \n \n—\n \n\nReleased \n \n—\n \n\nBalance at end of period \n$2,050,000 \n\n \n\n  \nYear ended December 31, \n\n  \n2025 \n\nBalance at beginning of period \n$1,050,000 \n\nGranted \n 1,000,000 \n\nExpired / Cancelled \n \n—\n \n\nReleased \n \n—\n \n\nBalance at end of period \n$2,050,000 \n\n \n\n**9. COMMITMENTS AND CONTINGENCIES**\n\n \n\n*Litigation*\n\n \n\nIn the normal course of business, the Company may become involved in\nvarious lawsuits and legal proceedings. While the ultimate results of these matters cannot be predicted with certainty, management does\nnot expect them to have a material adverse effect on the financial position or results of operations of the Company.\n\n \n\n**11. SUBSEQUENT EVENTS**\n\n \n\nSubsequent events have been evaluated through May 15, 2026, which represents\nthe date the condensed consolidated financial statements were available to be issued, and no events have occurred through that date that\nwould impact the condensed consolidated financial statements.\n\n \n\n14"}