Global Gas Corporation

12/09/2024 | Press release | Distributed by Public on 12/09/2024 20:57

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
(Print or Type Responses)
1. Name and Address of Reporting Person *
Glatt Carter
2. Issuer Name and Ticker or Trading Symbol
Global Gas Corp [HGAS] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
Chairman
(Last) (First) (Middle)
700 S. ROSEMARY AVENUE, SUITE 204, 		3. Date of Earliest Transaction (Month/Day/Year)
12/05/2024
(Street)
WEST PALM BEACH, FL 33401 		4. If Amendment, Date Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) 		7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 12/05/2024 A 200,000 A $ 0 200,000 D
Class A Common Stock 4,312,500 I(2) See footnote(2)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5) 		6. Date Exercisable and Expiration Date
(Month/Day/Year) 		7. Title and Amount of Underlying Securities
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4) 		10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) 		11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Convertible Promissory Notes $0.15 12/05/2024 A $103,950 12/05/2024 03/31/2025 Class A Common Stock 693,000(1) (1) $103,950 D
Convertible Promissory Notes $0.15 12/05/2024 A $170,000 12/05/2024 03/31/2025 Class A Common Stock 1,133,333(1) (1) $170,000 I(2) See footnote(2)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Glatt Carter
700 S. ROSEMARY AVENUE, SUITE 204
WEST PALM BEACH, FL 33401 		X X Chairman
Dune Acquisition Holdings LLC
700 S. ROSEMARY AVENUE
SUITE 204
WEST PALM BEACH, FL 33401 		X X

Signatures

/s/ Dune Acquisition Holdings LLC, By: Carter Glatt, Managing Member 12/09/2024
**Signature of Reporting Person Date
/s/ Carter Glatt 12/09/2024
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Each of these promissory notes ("Notes") were first issued to the respective Reporting Person by the Issuer on June 21, 2023 in the form of unsecured promissory notes that were not convertible into Class A Common Stock. On December 5, 2024, the Issuer and the holder of each respective Note amended and restated each such applicable Note to: (i) fix the principal amount of each Note at the amount outstanding as of September 30, 2024; (ii) establish a maturity date of March 31, 2025; (iii) add interest of 5% per annum on the unpaid principal balance of each Note, payable in kind; and (iv) include a conversion feature whereby the holder may elect to convert the principal and accrued interest of such Note into Class A Common Stock of the Issuer at $0.15 per share. Accordingly, the number of shares of Class A Common Stock into which each Note can be converted is subject to change as interest accrues on the Note.
(2) These securities are held directly by Dune Acquisition Holdings LLC. Mr. 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.

Remarks:
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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.