false 0001817232 0001817232 2024-06-17 2024-06-17 0001817232 HGAS:ClassCommonStockParValue0.0001PerShareMember 2024-06-17 2024-06-17 0001817232 HGAS:WarrantsEachWholeWarrantExercisableForOneShareOfClassCommonStockEachAtExercisePriceOf11.50PerShareMember 2024-06-17 2024-06-17 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

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): June 17, 2024

 

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    
New York, New York   10005
(Address of principal executive offices)   (Zip Code)

 

(917) 327-0437

(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   The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share   HGASW   The Nasdaq Stock Market LLC

 

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Effective June 17, 2024, Global Gas Corporation (the “Company”) terminated its Chief Executive Officer, William Bennet Nance, Jr., for “Cause,” as defined in the Employment Agreement, dated as of May 14, 2023, as amended, between Mr. Nance and Global Hydrogen Energy LLC, a subsidiary of the Company (the “Employment Agreement”).

 

Pursuant to the Employment Agreement, on June 8, 2024, the Company sent Mr. Nance a notice (the “June 8th Notice”) enumerating acts or omissions committed by him constituting: (i) gross misconduct or gross negligence in the performance of Mr. Nance’s duties or responsibilities, which acts or omissions have or were reasonably expected to have an adverse effect on the Company Group (defined in the Employment Agreement); (ii) a breach of Mr. Nance’s fiduciary duty and duty of loyalty to the Company and the Company Group; and/or (iii) actions or omissions that have damaged or were reasonably expected to materially damage the financial condition, business, or reputation of the Company and/or the members of the Company Group. The Company provided Mr. Nance with thirty (30) days to cure acts or omissions enumerated in the notice that could be capable of being cured. On June 10, 2024, in response to the June 8th Notice, Mr. Nance notified (the “June 10th Notice”) the Company that he disagreed with all of the statements in the June 8th Notice. This rejection made clear that he had no intent to seek to cure any of the events within a cure period. Instead, Mr. Nance asserted that he was resigning for “Good Reason” as defined in the Employment Agreement no later than 45 days from the receipt of the June 10th Notice. Thereafter, Mr. Nance committed additional acts in violation of the Employment Agreement that constituted separate grounds supporting his termination under the Employment Agreement for “Cause”. Based on the foregoing, the Company has terminated Mr. Nance for “Cause.”

 

Pursuant to the Employment Agreement, Mr. Nance’s termination as an officer triggered his immediate and automatic resignation as a director of the Company.

 

1

 

 

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: June 21, 2024 By: /s/ Carter Glatt
  Name: Carter Glatt
  Title: Chairman of the Board

 

 

2

 

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Cover
Jun. 17, 2024
Document Type 8-K
Amendment Flag false
Document Period End Date Jun. 17, 2024
Entity File Number 001-39819
Entity Registrant Name Global Gas Corporation
Entity Central Index Key 0001817232
Entity Tax Identification Number 85-1617911
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 99 Wall Street
Entity Address, Address Line Two Suite 436
Entity Address, City or Town New York
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10005
City Area Code 917
Local Phone Number 327-0437
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
Class A common stock, par value $0.0001 per share  
Title of 12(b) Security Class A common stock, par value $0.0001 per share
Trading Symbol HGAS
Security Exchange Name NASDAQ
Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share  
Title of 12(b) Security Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share
Trading Symbol HGASW
Security Exchange Name NASDAQ
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