UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q/A

(Amendment No. 1)

 

(Mark One)

 QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2025

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ______________ to ______________

 

Commission File Number 001-39819

 

GLOBAL GAS CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware   85-1617911
(State or other jurisdiction of
incorporation or organization)
  (IRS Employer
Identification No.)

 

99 Wall Street, Suite 436
New York, New York
  10005
(Address of principal executive offices)   (Zip Code)

 

(917) 327-0437

(Registrant’s telephone number, including area code)

 

N/A

(Former name, former address and former fiscal year, if changed since last report)

 

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 (1) has filed all reports required 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 period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

 

Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer Smaller reporting company
  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.

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No

 

As of May 14, 2025, there were 6,478,256 shares of the registrant’s Class A common stock, par value $0.0001 per share, issued and outstanding, and 2,700,000 shares of the registrant’s Class B common stock, par value $0.0001 per share, issued and outstanding.

 

 

 

 

 

 

EXPLANATORY NOTE

 

This Amendment No. 1 (this “Amendment”) on Form 10-Q/A amends the Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 of Global Gas Corporation (the “Company”), filed with the Securities and Exchange Commission on May 15, 2025 (the “Form 10-Q”) to correct a clerical error on the cover page of the Form 10-Q and the XBRL file indicating that the Company was a shell company, which it is not. Additionally, the Company is filing new certifications required by the Sarbanes-Oxley Act of 2002.

 

Other than as set forth above, this Amendment does not reflect events occurring after the filing of the Form 10-Q, and no other information in the Form 10-Q is amended hereby. Other events or circumstances occurring after the date of the Form 10-Q or other disclosures necessary to reflect subsequent events have not been updated subsequent to the date of the Form 10-Q. Accordingly, this Amendment should be read in conjunction with the Form 10-Q and our filings with the SEC subsequent thereto.

 

 

 

 

GLOBAL GAS CORPORATION

 

TABLE OF CONTENTS

 

    Page
Item 6. Exhibits 1
     
Signatures 2

 

i

 

 

Item 6. Exhibits

 

The following exhibits are filed as part of, or incorporated by reference into, this Report.

 

Exhibit No.   Description
     
31.1   Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
31.2   Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
32   Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
101   Financial statements from the Quarterly Report on Form 10-Q of Global Gas Corporation Inc. for the quarter ended March 31, 2025, formatted in XBRL: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statement of Changes in Stockholders’ Equity, (iv) Condensed Consolidated Statement of Cash Flows and (v) Notes to Unaudited Condensed Consolidated Financial Statements, as blocks of text and in detail.
     
101.INS   Inline XBRL Instance Document
     
101.SCH   Inline XBRL Taxonomy Extension Schema Document
     
101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document
     
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document
     
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase Document
     
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

1

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on the 4th day of June, 2025.

 

  GLOBAL GAS CORPORATION
     
June 5, 2025 By: /s/ Carter Glatt.
    Carter Glatt
    Chairman
    Principal Executive Officer
     
June 5, 2025 By: /s/ Shachi Shah
    Shachi Shah
    Chief Financial Officer
    Principal Accounting and Financial Officer

 

 

2

 

 

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