UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~December~~August 519, ~~2024~~2025

Global Gas Corporation

(Exact name of registrant as specified in its charter)

Delaware		001-39819		85-1617911
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

99 Wall Street, Suite 436
700 S. Rosemary Avenue, Suite 204
New York, New York		10005
West Palm Beach, Florida		33401
(Address of principal executive offices)		(Zip Code)

(917) ~~327~~742-~~0437~~1904

(Registrant’s telephone number,
including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.0001 per share	HGAS	None
Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share	HGASW	None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

AsOn ~~previously~~August ~~disclosed~~19, ~~on June 21~~2025, ~~2023,~~ Global Gas Corporation (the “Company”), ~~under~~entered ~~its~~into ~~prior~~a ~~name,~~settlement ~~Dune~~agreement ~~Acquisition Corporation, issued an unsecured promissory note~~ (the “~~Sponsor~~Settlement ~~Note~~Agreement”) ~~to the Company’s sponsor, Dune Acquisition Holdings LLC, which~~ ~~provided for borrowings from time to time of up to an aggregate of $300,000 that could be drawn~~ by ~~the Company~~ and ~~used~~among ~~for~~(i) ~~working capital purposes and to pay expenses related to~~ the Company’s, ~~business combination with~~ Global Hydrogen Energy LLC (“Global Hydrogen”~~, such business combination the “Business Combination”~~), ~~which~~and ~~Business~~Dune ~~Combination~~Acquisition ~~was~~Holdings ~~completed~~LLC ~~on December 21, 2023. The~~(collectively ~~Sponsor~~referred ~~Note~~to ~~did~~as ~~not~~the ~~bear~~“Global ~~interest~~Parties”) and ~~was payable~~(iii) onWilliam ~~the~~Bennet ~~earlier~~Nance, ofJr., ~~December~~Sergio 31Martinez, ~~2023~~Barbara ~~and~~Guay ~~the~~Martinez, ~~completion~~and ~~of the Business Combination.~~Pan ~~Since~~American ~~then~~Enterprises, ~~the Sponsor Note has been due on demand~~Inc. As(collectively ofreferred ~~September~~to ~~30,~~as ~~2024, there was $170,000 outstanding under~~ the ~~Sponsor~~“Pan ~~Note~~Am Parties”).

~~Also~~Pursuant asto ~~previously disclosed, on June 21, 2023, Global Hydrogen issued an unsecured promissory note (~~the ~~“Glatt~~Settlement ~~Note”~~Agreement, ~~and~~among ~~collectively with~~other ~~the Sponsor Note~~things, ~~the~~William ~~“Notes”~~Nance ~~and~~agreed ~~each a “Note”)~~ to ~~Carter~~forfeit ~~Glatt~~2,000,000 shares of the Company’s ~~Chairman~~Class ofB ~~the Board~~common ~~(and formerly Chief Executive Officer and Director)~~stock, ~~which~~Sergio ~~provided~~Martinez ~~for~~agreed ~~borrowings from time~~ to ~~time~~forfeit ~~of up to an aggregate of $250~~350,000 ~~that~~ ~~could~~shares beof ~~drawn by Global Hydrogen and used for working capital purposes and to pay expenses related to~~ the ~~Business~~Company’s ~~Combination. The~~Class ~~Glatt~~B ~~Note~~shares ~~did not bear interest and was payable on the earlier~~ of ~~December~~common 31stock, ~~2023~~ and ~~the~~Barbara ~~completion~~Guay ofMartinez agreed ~~the~~to ~~Business~~forfeit ~~Combination. Since then~~350,000 ~~the~~shares ~~Glatt Note has been due on demand. As~~ of ~~September~~the ~~30,~~Company’s ~~2024,~~Class ~~there~~B ~~was~~common ~~$103,950 outstanding under the Glatt Note~~stock.

~~On December~~Item 5,.02 ~~2024,~~Departure ~~the Company and the holders~~ of ~~each~~Directors ofor ~~the~~Certain Sponsor Note and the Glatt Note, respectively, amended and restated each such applicable note to, (i) fix the principal amount of each Note (as opposed to such Notes being able to be drawn in varying amounts) at the amount outstanding as of September 30, 2024Officers; ~~(ii)~~Election ~~change the maturity date~~ of ~~such Note from that stated above to March 31, 2025, extendable by written consent of the holder~~Directors; ~~(iii)~~Appointment ~~include interest~~ of 5%Certain ~~per annum on the unpaid principal balance of each Note, payable in kind and not cash~~Officers; ~~and~~Compensatory ~~(iv)~~Arrangements ~~include a conversion feature whereby the holder may elect to convert the principal and accrued interest~~ of ~~such~~Certain ~~Note into Class A common stock of the Company at $0~~Officers.15 per share, representing the last sale price of the stock on the date of the amended and restated Note. The Notes remain subject to customary events of default, the occurrence of any of which would automatically trigger the unpaid principal and interest balance of the Notes and all other sums payable with regard to the applicable Note to become immediately due and payable.

~~The~~In ~~foregoing~~a ~~summary~~Current ofReport ~~the~~on ~~amended~~Form ~~and~~8-K ~~restated~~filed ~~Notes~~by isthe ~~qualified~~Company inon ~~its~~June ~~entirety~~21, by2024, ~~reference to~~ the ~~Amended~~Company ~~and~~announced ~~Restated~~that ~~Sponsor Note,~~it aterminated ~~copy~~William ofNance ~~which~~for is“Cause,” ~~filed~~ as ~~Exhibit~~defined ~~10.1~~in ~~hereto,~~the ~~and~~Employment ~~which~~Agreement, isdated ~~incorporated~~as byof ~~reference~~May ~~into~~14, ~~this~~2023, ~~Item~~as ~~1.01~~amended, ~~and~~between Mr. ~~the~~Nance ~~Amended~~ and ~~Restated Glatt~~Global ~~Note,~~Hydrogen aEnergy ~~copy~~LLC of(the ~~which~~“Employment isAgreement”). ~~filed~~Attached as Exhibit 1099.21 ~~hereto,~~to ~~and~~this ~~which~~Current isReport ~~incorporated~~on Form by8-K ~~reference~~is ~~into~~Mr. ~~this~~Nance’s ~~Item~~response 1to that filing.~~01.~~

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description of Exhibit
10.1		Amended and Restated Sponsor Note.
99.1		Response from William Nance
10.2		Amended and Restated Glatt Note.
104		Cover page interactive data file (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GLOBAL GAS CORPORATION
Date: December 9, 2024	By:	/s/ Carter Glatt
Date: August 20, 2025	By:	/s/ Michael Castaldy
	Name:	~~Carter~~Michael ~~Glatt~~Castaldy
	Title:	~~Chairman~~Director, ofAuthorized ~~the Board~~Signatory

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