| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | HGAS | Warrants (Right to Buy) | Award | +4.85M | 4.85M | Dec 21, 2023 | Class A Common Stock | 4.85M | $11.50 | Direct | F1, F2, F3, F4, F5 |
| Id | Content |
|---|---|
| F1 | Pursuant to the terms of the Unit Purchase Agreement, dated May 14, 2023 (as amended, the "Purchase Agreement"), by and among the Issuer, Global Gas Holdings LLC, a wholly-owned subsidiary of the Issuer ("Holdings"), Global Hydrogen Energy LLC ("Global Hydrogen"), and each of the Reporting Person, Sergio Martinez and Barbara Guay Martinez (collectively, the "Sellers"), and the transactions contemplated thereby, on December 21, 2023 ("Closing"), (a) the Issuer contributed to Holdings all of its assets (subject to limited exceptions), and in exchange therefor, Holdings issued to the Issuer a number of common equity units of Holdings ("Holdings Common Units") equal to the number of total shares of the Issuer's Class A common stock, par value $0.0001 per share ("Class A Common Stock"), issued and outstanding immediately after Closing (taking into account any equity financing agreements and redemptions) and (Continued in following footnote) |
| F2 | (Continued from previous footnote) (b) immediately thereafter, the Sellers transferred, conveyed, assigned and delivered all of the limited liability company equity interests of Global Hydrogen ("Global Hydrogen Units") to Holdings in exchange for shares of the Issuer's Class B voting non-economic common stock, par value $0.0001 per share ("Class B Common Stock" and, together with Class A Common Stock, "Common Stock"), and Holdings Common Units. At Closing, the Issuer changed its name to Global Gas Corporation. |
| F3 | At Closing, the Reporting Persons acquired these warrants to purchase shares of Class A Common Stock ("Warrants") in exchange for private placement warrants held directly by Dune Acquisition Holdings LLC prior to Closing. Each whole Warrant is exercisable for one share of Class A Common Stock. |
| F4 | These Warrants become exercisable commencing thirty days following Closing. In addition, pursuant to the terms of the Exchange Agreement entered into at Closing between the Issuer, Holdings and the Sellers, these Warrants may not be sold or transferred prior to thirty days after the date of Closing (except to a permitted transferee, as defined in the warrant agreement), and are subject to the transfer restrictions set forth in the lockup agreement entered into between the Issuer and the Reporting Persons, dated May 14, 2023 (the "Lockup Agreement), pursuant to which the Warrants may not be transferred, assigned or sold except as specified in the terms of Lockup Agreement. |
| F5 | Dune Acquisition Holdings LLC is the record holder of the securities reported herein. Carter Glatt is the manager of Dune Acquisition Holdings LLC and has voting and investment discretion with respect to the securities held of record by Dune Acquisition Holdings LLC. Mr. Glatt disclaims any beneficial ownership of the securities held by Dune Acquisition Holdings LLC other than to the extent of any pecuniary interest he may have therein, directly or indirectly. |
Exhibit List: Exhibit 24 - Power of Attorney. See Exhibit 99.1 - Joint Filer Information, which was filed as an exhibit to Form 3 filed by the Reporting Persons on December 17, 2020, and is incorporated herein by reference and describes in further detail the relationships of the Reporting Persons to the Issuer.