UNITED STATES

 SECURITIES AND EXCHANGE
COMMISSION

 Washington, D.C. 20549

 FORM 10-K

 Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 For the fiscal year
ended December 31, 2024

 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

 (Exact name of registrant
as specified in its charter)

 Delaware

 85-1617911

 (State or Other Jurisdiction

of Incorporation)

 (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)

 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

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

 NONE

if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes No

whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during
the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to
such filing requirement for the past 90 days. Yes No

whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during
the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No

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.

whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal
control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting
firm that prepared or issued its audit report.

 If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements.

 Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's
executive officers during the relevant recovery period pursuant to §240.10D-1(b).

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

 As of June 28, 2024,
the last business day of the registrant's most recently completed second fiscal quarter, the aggregate market value of the registrant's
voting and non-voting common equity held by non-affiliates was approximately $ 0.1 million, based on the closing sale price per share of
the registrant's Class A common stock on such date ($0.235).

 As of March 31, 2025,
the registrant had 6,478,256 shares of Class A common stock and 2,700,000 shares of Class B common stock outstanding.

 Documents Incorporated
by Reference: None.

 FORM 10-K

 Item 1.

 Business

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved Staff Comments

 Item 1C.

 Cybersecurity

 Item 2.

 Properties

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosures

 Item 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6.

 [Reserved]

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 Item 8.

 Financial Statements and Supplementary Data

 Item 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosures

 Item 9A.

 Controls and Procedures

 Item 9B.

 Other Information

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item 10.

 Directors, Executive Officers and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item 14.

 Principal Accountant Fees and Services

 Item 15.

 Exhibits, Financial Statement Schedules

 Item 16.

 Form 10-K Summary

 i

 CAUTIONARY NOTE REGARDING
FORWARD-LOOKING STATEMENTS

 AND SUMMARY OF RISK
FACTORS

 Certain
statements in this Annual Report on Form 10-K ("Annual Report") of Global Gas Corporation (the "Company,"
"we," "us," "our" and "Global Gas") may constitute "forward-looking statements"
for purposes of the federal securities laws. All statements, other than statements of present or historical fact included in or incorporated
by reference in this Annual Report, regarding the Company's future financial performance, as well as the Company's strategy,
future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are
forward-looking statements. When used in this Annual Report, the words "anticipate," "believe," "continue,"
"could," "estimate," "expect," "intend," "may," "might," "plan,"
"possible," "potential," "predict," "project," "should," "would,"
"will," "shall," "seek," "result," "become," "target," the negative
of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements
contain such identifying words. These forward-looking statements are based on management's current expectations and assumptions
about future events and are based on currently available information as to the outcome and timing of future events. The Company cautions
you that these forward-looking statements are subject to all of the risks and uncertainties incident to its business, most of which are
difficult to predict and many of which are beyond the control of the Company. These forward-looking statements are based on information
available as of the date of this Annual Report, and current expectations, forecasts and assumptions, and involve a number of risks and
uncertainties. Accordingly, forward-looking statements should not be relied upon as representing the Company's views as of any subsequent
date, and the Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances after
the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable
securities laws. As a result of a number of known and unknown risks and uncertainties, the Company's actual results or performance
may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual
results to differ include, but are not limited to:

 the liquidity and trading of the Company's securities;

 the future financial performance of the Company;

 the Company's ability to sell and expand its product and service offerings, implement its growth strategy and retain its key employees;

 risks relating to the Company's operations and business, including the Company's ability to raise financing, hire employees, secure supplier, customer and other commercial contracts, obtain licenses and information technology and protect itself against cybersecurity risks;

 intense competition and competitive pressures from other companies worldwide in the industries in which the Company operates;

 litigation and the ability to adequately protect the Company's intellectual property rights;

 changes in applicable laws or regulations;

 the possibility that the Company may be adversely affected by other economic, business and/or competitive factors; and

 other risks and uncertainties set forth in this Annual report in the section titled "Risk Factors", as summarized below.

 ii

 Summary of Risk Factors

 An
investment in our securities involves a high degree of risk. The occurrence of one or more of the events or circumstances described in
the section titled " Risk Factors," alone or in combination with other events or circumstances, may materially adversely
affect our business, financial condition and operating results. In that event, the trading price of our securities could decline, and
you could lose all or part of your investment. Such risks include, but are not limited to:

 Risks Related to Global Gas' Business
and Industry

 Global Gas currently does not have any customers and has not generated any revenue. If Global Gas fails to implement its business strategy, its financial condition and results of operations could be adversely affected.

 Global Gas has a limited operating history which may make it difficult for investors to evaluate its current business and likelihood of success and viability.

 Much of Global Gas' future business involves engineering, procurement and construction phases that are complex and involve a number of challenges which may impede the progress of projects and lead to the incurrence of additional expenses.

 The future operation of Global Gas' potential facilities inherently entails hazards that require continuous oversight and control. If these risks materialize, they could negatively impact the business of Global Gas' subsidiary, Global Hydrogen Energy LLC ("Global Hydrogen").

 Global Gas' future success depends on its ability to retain its executive officers and to attract, retain, and motivate qualified personnel and manage its human capital.

 Global Gas currently has two full-time employees and will need to grow the size and capabilities of its organization. Global Gas may experience difficulties in managing this growth.

 Risks Related to Regulation and Litigation

 Global Gas is subject to extensive government regulation in the jurisdictions in which it does business. Regulations addressing, among other things, import/export restrictions, anti-bribery and corruption and taxes have the potential to negatively impact Global Gas' financial condition, results of operation and cash flows.

 Global Gas expects to incur significant costs in its efforts to comply with relevant regulations.

 Risks Related to Global Gas' Products
and Services

 Global Gas' business will rely on a number of suppliers. These suppliers may encounter difficulties or interruptions for various reasons, which could delay or entirely halt their ability to provide Global Gas with the materials necessary for the contemplated operation of its business.

 The production, transport, and containment of hydrogen and certain other gases as contemplated by Global Gas' future projects creates risk of adverse events which may harm its business.

 Global Gas may not be able to effectively compete in its industry.

 The demand for Global Gas' products and services may not be as strong as it anticipates.

 Risks Related to Cybersecurity and Data Privacy

 Global Gas' business and operations would suffer in the event of computer system failures, cyber-attacks or deficiencies in its or third parties' cybersecurity.

 Risks Related to Ownership of Global Gas'
Securities

 Global Gas' securities are not listed on a national securities exchange, which could limit investors' ability to make transactions in Global Gas' securities and subject Global Gas to additional trading restrictions.

 An active market of Global Gas' securities may not be maintained, which would adversely affect the liquidity and price of Global Gas' securities.

 Risks Related to Finance, Accounting and Tax
Matters

 Global Gas is a holding company and its only material asset is its interest in Global Gas Holdings LLC ("Holdings") which in turns owns Global Hydrogen, and it will therefore be dependent upon distributions made by Holdings to pay taxes and other working capital needs.

 Global Gas may need to raise additional funds, and these funds may not be available when needed. If Global Gas cannot raise additional funds when it needs them, its business, prospects, financial condition and operating results could be negatively affected.

 Global Gas' financial results may vary significantly over time and could be affected by the financial conditions of its customers and other third parties.

 iii

 ITEM 1. BUSINESS

 Overview

 Global Gas is a nascent pure-play
hydrogen and carbon recovery project developer and industrial gas supplier that has commenced initial operations and is building a growing
project development pipeline. Since its inception, Global Gas has worked to establish relationships in the form of channel checks with
non-exclusive independent equipment suppliers and discussions with vendors, but the Company has not yet generated any revenue or reached
final terms with any paying customers or suppliers. As we expand our operations, we intend to offer potential customers reliable, low-carbon
and clean hydrogen, pure carbon dioxide, and other gases generated from a variety of feedstocks. We intend for our operations to include
(i) the sourcing, identification, evaluation and vetting of offtake customers seeking to purchase industrial gases, (ii) the securing
of local feedstocks, equipment, and utilities, (iii) the planning and management of projects and (iv) the structuring and financing of
our projects. We intend to offer our customers attractive pricing as we select and secure local, often waste, feedstock, and plan to deploy
established industrial gas generation, storage, compression, and dispensing technologies in our projects. On each planned project, we
seek to sell multiple gas products, sourced from a single feedstock, for offtake to customers. We also intend to utilize and bring to
market secondary offtake products such as oxygen. The Company was founded in 2023 by a team with over a decade of hydrogen experience
and several decades of business development, mergers & acquisitions and capital markets experience. Global Gas targets both privately-
and publicly-funded hydrogen development and selected carbon recovery projects, including projects supported by local, county, state and
national-level governments in North America, Western Europe and Great Britain.

 Global Gas is building a
growing project development pipeline. Potential projects are added to the project development pipeline only after Global Gas has met with
the potential customer, discussed the scope of the project and discussed the project's feasibility, preliminary sizing and design.
To date, we do not have any customers and have not generated any revenue. In 2025, Global Gas plans to focus primarily on selling systems
and equipment. In selling systems and equipment, Global Gas anticipates that potential customers will retain responsibility for applying
for and receiving regulatory approvals, acquiring land for properties, and overseeing the commencement of civil works for hydrogen refueling
station construction. Global Gas expects to generate revenue upon the sale of systems and equipment, including but not limited to alkaline
and proton exchange membrane electrolyzers, steam methane reforming plants, carbon recovery plants, hydrogen and natural gas compressors,
pumps and storage tanks, heat exchangers, hydrogen dispensing systems, gas analyzers and flow meters, which will be purchased from wholesalers
and provided to customers at market prices. The Company also intends to recognize revenue upon achieving certain milestones, including
but not limited to signing of contracts, purchase of long-term lead time items, testing of plants and notification of readiness to dispatch
plants. Additionally, the Company may also provide engineering, procurement, construction supervision (EPC), design, testing, installation,
commissioning, plant startup, plant maintenance and operation, site selection, project economic analysis, and project management services
to customers and support customers with supervisory services related to installation, commissioning, startup and operation of production
facilities or other services as may be required by a customer's project. Outside of software licenses, no licensing of intellectual
property is expected to be necessary for the sale or use of equipment by customers. In connection with these services, the Company anticipates
hiring additional personnel as needed with relevant skills and experiences in order to support customers.

 In selecting feedstock to
generate industrial gases, we will primarily target renewable waste and will need to seek arrangements with owners of renewable waste
feedstock, such as wastewater treatment plants, landfills, food waste processing facilities, and agricultural farms, to access their renewable
waste feedstock. In addition to generating industrial gases from renewable waste feedstock, we plan to generate gases from non-renewable
sources including pipeline natural gas. We will need to seek arrangements with owners of such non-renewable feedstock. On projects where
a non-renewable, or high greenhouse gas ("GHG") output, energy source is used, as well as on selected other projects where
such technology is required to produce clean hydrogen, we may deploy carbon recovery technology — more commonly known
as carbon capture technology. Renewable waste feedstock has an additional advantage in that its price may be less susceptible to market
fluctuations as compared to other feedstocks such as natural gas.

 On the hydrogen side, we
intend to serve traditional industrial gas customers, and are particularly focused on plans to serve the rapidly growing hydrogen-as-energy-carrier
market, comprising heavy duty hauling transportation operators such as transit bus agencies, long haul truck fleet operators, truck leasing
operators and refuse collection truck operators, many of whom are considering deploying hydrogen fuel cell powertrain vehicles to decarbonize
their fleets which currently runs almost exclusively on diesel. On the carbon dioxide side, we target both traditional industrial users
of the gas, including food & beverage grade users such as brewers and beverage bottlers requiring carbonation, as well as emerging
users such as the producers of green building materials.

 Global Gas intends for its
business model to generate revenue from the sale of equipment and systems and, in the long-term, from the sale of industrial gases from
its owned plants. While Global Gas does not anticipate earning revenue in connection with its long-term business model in 2025, the Company
has commenced discussions with potential hydrogen offtake customers about their hydrogen needs in connection with gas sales and Global
Gas is exploring potential hydrogen feedstock sources and hydrogen production locations for these owned plants. To generate revenue from
the Company's long-term business model of owning plants and selling hydrogen and other gases, Global Gas will need to identify and
contract with offtake customers. To streamline anticipated regulatory approvals for hydrogen production projects, the Company plans to
target offtake partners who have already received or are in the process of receiving regulatory approvals for their specific plant sites.
Additionally, the Company plans to identify production locations and project types where accelerated regulatory approval is possible.
As an example, certain subdivisions of state and local governments have the ability to provide regulatory approvals and permits for projects
to proceed, including the ability to issue building permits, fire marshal certifications, and air quality permits. In instances where
the offtake partner does not have a permitted project site, Global Gas anticipates project permit approvals can be received in timeframes
ranging from 6 months to several years, depending on the locality and regulatory body. Once permitting is received by the offtake partner
or issued by the authority having jurisdiction, it is the belief and expectation of Global Gas' management that Global Gas will
be able to manufacture, commission, and startup our hydrogen plants in 6 to 9 months for Global Gas' electrolyzer offerings and
12 to 18 months for SMR plants, depending on the size, quantity, and destination of the plant. Global Gas anticipates beginning to execute
its long-term business model and generating revenue from such long-term business model in 2026. For owned plants, Global Gas does not
anticipate significant exposure to fluctuations in the market for hydrogen due to the planned execution of long-term offtake agreements
with its customers.

 As described below under
the caption " Growth Strategy," our growth strategy is based on being able to place modular generation, recovery, storage
and dispensing solutions in closer geographic proximity to our end customers — onsite in many cases — and
our ability to produce and sell multiple outputs from a single feedstock input. We hope that these plans, if successfully carried out,
will allow us to produce clean hydrogen and carbon dioxide at a net cost significantly below the $16 to $25 per kilogram currently offered
at many retail hydrogen fueling stations, and which supports competitive market prices for our end products. Additionally, governments
at all levels in North America and Western Europe have and are deploying substantial incentives to mitigate the impact of climate change
and to decarbonize their economies. With our focus on proven, low-carbon hydrogen generation and carbon recovery technologies —
such as electrolyzers — which produce no carbon dioxide if sourced from renewable energy sources — and steam methane
reforming plants with co-located carbon recovery — we believe we are well-placed to benefit as a developer of projects eligible
for several of these incentives, such as the hydrogen tax production credits and the investment tax credits made available in the United
States through the recently enacted Inflation Reduction Act, which offers up to $3.00 per kilogram in incentive credits for 10 years,
for clean hydrogen produced while generating less than 0.45 kilograms of carbon dioxide emission for every 1.0 kilogram of hydrogen produced.

 Market Opportunity

 Hydrogen is the first element
in the periodic table, it has the lightest molecular weight and the highest specific heat capacity of any element. Burning hydrogen releases
no carbon dioxide, and when used in a hydrogen fuel cell to produce electricity, the outputs are water and heat. These special characteristics,
and others, make hydrogen a strong choice for industries with end use applications facing significant weight or heat considerations, such
as heavy duty hauling, steel production, certain industrial chemical manufacturing, and aviation and shipping/maritime transport, which
otherwise represent difficult-to-decarbonize sectors of the economy. Historically, hydrogen has been produced and used primarily for industrial
purposes — notably as a chemical raw material for the production of ammonia and methanol, and in oil refining.

 Methods of Hydrogen Production

 As indicated in "The
Landscape of Clean Hydrogen" by Carbon Solutions in association with the Industrial Innovation Initiative, Hydrogen can be produced
in a number of ways by applying different forms of energy to a variety of raw materials known as feedstocks. The most mature and economic
method of producing hydrogen is via SMR, which is catalytic steam reforming of natural gas. In SMR hydrogen generation, feedstock natural
gas methane (CH4) is reacted with steam, and molecular hydrogen (H2) is separated from the carbon (C). Based on Global Gas's analysis
of IEA publications, Global Gas believes that without carbon capture, SMR hydrogen production is considered to be a carbon-intensive method
of production, as the separated carbon in the SMR process which reacts with oxygen (O2) is released into the atmosphere at an approximate
ratio of 10:1 (10 kilograms of carbon dioxide (CO2) for every 1 kilogram of H2). With carbon capture, hydrogen can be produced via SMR
at a ratio below 1:1.

 The above chart reflects IEA analysis of the readiness level of certain hydrogen production technologies based upon information sourced from the U.S. Department of Energy. Technologies with higher numbers are more mature technologies, which have been demonstrated and are ready for large scale deployment. It is Global Gas's opinion that alkaline and proton exchange membrane electrolyzers and steam methane reforming plants with advanced carbon capture, systems and equipment which Global Gas intends to sell, are demonstrated and mature technologies.

 Notes: AEM = anion exchange membrane; ALK = alkaline; ATR = autothermal reforming; GHR = gas-heated reforming; LOHC = liquid organic hydrogen carrier; PEM = proton exchange membrane; SOEC = solid oxide electrolyzer cell. Source of the chart is IEA data found at  and Global Gas analysis.

 Hydrogen also can be produced
electrolytically using an electrolyzer to separate the hydrogen and oxygen molecules in water (H2O). Based on U.S. Department of Energy,
National Renewable Energy Lab data, production of hydrogen via electrolysis produces no CO2, but today requires 50 to 55 kilowatt hours
of electrical energy to isolate a kilogram of hydrogen, the generation of such electricity may produce GHGs. The price and lifecycle carbon
emissions of hydrogen produced via both SMR and electrolysis is highly dependent on the price and emission profile of the inputs. For
SMR production methane is the primary cost input, water and electricity are also inputs but generally not major cost drivers, and for
electrolyzers electricity and water are the primary cost inputs. Cleaner, low carbon inputs produce lower emission, lower carbon hydrogen.
Global Gas intends to use hydrogen generation technologies which are proven, tested, and have been in production for many years, focusing
on technologies considered by the IEA to be mature or with high technology readiness levels above 8, a metric used by many U.S. government
agencies to assess maturity of evolving technologies, indicating that the technology has been proven to work in its final form and under
expected conditions, though we reserve the option to use other technologies depending on customer requirements. Global Gas believes material
technological improvements or discoveries are not necessary in order to commercialize the hydrogen and carbon recovery products and gases
that we intend to sell. The hydrogen generation and carbon recovery technologies we will offer to customers will be purchased from suppliers
and vendors and sold to customers or used by us to produce industrial gases which we sell to customers. As such, we do not currently own
material intellectual property beyond certain logos and domain names.

 New Uses of Hydrogen

 While the traditional uses
of hydrogen as an industrial chemical are expected to continue, based on its review of U.S. Department of Energy data, Global Gas believes
hydrogen, especially low carbon hydrogen, is increasingly being considered for use as an energy carrier. According to publications of
the U.S. Department of Energy, National Renewable Energy Lab, including Optimized Hydrogen and Electricity Generation from Wind, and Wind-To-Hydrogen
Project: Electrolyzer Capital Cost Study, Global Gas believes that when passed through a hydrogen fuel cell, each kilogram of hydrogen
holds 33.3 to 39.4 kilowatt hours of energy, which, when passed through a hydrogen fuel cell reacts the hydrogen fuel with oxygen
to produce electricity, along with water and a small amount of heat. Because hydrogen can store significantly more energy by weight or
volume than traditional batteries, and fuel cell-powered electric vehicles can be refueled quickly relative to battery recharge times
of electrical vehicles, low carbon hydrogen is seen by the Clean Air Task Force and the American Transportation Research Institute as
a potential replacement fuel in heavy duty transport sectors, which currently run almost exclusively on diesel.

 Growth Strategy

 To date, hydrogen has not
been widely used as an energy carrier for a number of reasons including:

 1.

 a dearth of fuel cell vehicles in production;

 2.

 a lack of economic incentives of fleet operators to decarbonize; and

 3.

 a lack of available hydrogen infrastructure in populated areas where hydrogen can be most useful in decarbonizing transportation.

 Changing market conditions
and government policy incentives favoring decarbonization have altered the landscape for fuel cell vehicle production and economic incentives
for fleet operators. Global Gas' growth strategy focuses on the lack of available hydrogen infrastructure in populated areas, and
we seek to become the largest provider of clean, low carbon hydrogen in the top 100 US markets by population size.

 Global Gas intends to grow
through a reliance on our team's knowledge of the landscape of feedstocks, hydrogen generation, storage, and dispensing technologies,
the professional network of our team which provides access to project development deal flow opportunities that may not be available to
competitors, and through our ability to offer attractive hydrogen pricing to our clients based on their specific geographic and volumetric
requirements and the feedstocks available in their areas.

 There are three foundations
to our growth strategy:

 Production Margin of Safety. Global
Gas strives to offer a competitive cost of hydrogen production by planning to locate and secure the highest quality, lowest cost,
reliable local feedstock and the most appropriate technology for each of our development projects.

 Generation Technology Agnostic

 We plan to deploy a diverse network
of equipment and technology suppliers, to produce hydrogen potentially utilizing steam methane reformers, alkaline electrolyzers, and
proton exchange membrane ("PEM") electrolyzers. Both alkaline and PEM electrolyzers use electricity to split water into hydrogen
and oxygen gas molecules. However, the different systems use different electrolytes and membranes to separate the cathodes and anodes.
PEMs produce hydrogen at a high purity, but are typically used on a smaller scale, while alkaline electrolyzers typically produce hydrogen
on a large scale but lower purity hydrogen than PEM electrolyzers. National Renewable Energy Laboratory data indicates alkaline electrolyzers
can reach greater than 99.3% purity and PEMs can reach greater than 99.9% purity. We plan to evaluate projects requiring hydrogen volumes
of 100 normal cubic meters per hour (nm3h), roughly 400 to 500 kilowatts per hour, to 14,000 nm3h. We also intend to evaluate the production
technology required on a project by project basis, and negotiate with our suppliers to size production capacity and plant, storage, compression
and dispensing equipment and footprint appropriately to meet customer needs.

 Feedstock Flexibility

 As we are generation technology agnostic,
we plan to work with both renewable and non-renewable feedstocks, including but not limited to anaerobic digester gas, landfill gas, pipeline-delivered
biomethane, pipeline natural gas, liquid propane gas, and renewable or grid electricity.

 Waste-to-Energy Focus

 To lower both the carbon intensity
and cost of the hydrogen we produce, we target waste feedstock for hydrogen production and existing CO2 emitters for CO2 recovery.

 Distribution Diversity. We
plan to sell hydrogen, CO2 and select other gases to industrial and hydrogen-as-an-energy-carrier customers that require high purity,
reliable, cost-effective gas in bulk, dewar and cylinder volumes. We also plan to sell hydrogen generation and carbon dioxide recovery
plants which are manufactured by our suppliers.

 Single Input; Multiple Outputs

 A key tenant of our growth strategy
is to maximize the number of outputs we are able to achieve from a single feedstock input. We plan to evaluate and design projects to
match the volumes of gases required by local offtake clients. Once a primary gas offtake and offtake customer have been identified, we
plan to construct a full offtake plan for the project, taking into account the identified location of gas production, storage and dispensing,
local feedstock availability, potential for additional local offtake customers of gases we could produce, and the local potential for
merchant (spot) gas sales. We believe that all projects which successfully pass our design stage will typically support multiple gas output
products.

 Offtake/Merchant Mix

 Designing projects with multiple outputs
enables us to price gas we sell opportunistically, which we believe will enable us to achieve attractive end user pricing for both offtake
(long term) and merchant (spot) customers. We believe our projects will typically have a target 70% or better offtake to merchant sales
mix, and ideally all hydrogen produced would be sold on long-term contracts, — meaning, to successfully pass our project evaluation
process for owned plants, we typically will have in hand, prior to approval of the project, letters of intent or customer commitments
to purchase 70% or more of the project's output. As such, for owned plants, Global Gas does not anticipate significant exposure
to fluctuations in the market for hydrogen.

 Low Lifecycle Carbon Intensity. We
plan to design our projects so that the hydrogen we produce and CO2 we recover will have as low a lifecycle carbon intensity as practical.
We believe that some of our future projects, from feedstocks such as wastewater, will produce hydrogen with neutral or negative carbon
intensity.

 The above chart reflects analysis by Global Gas based upon IEA, Rocky Mountain Institute, Princeton University, Hydrogen Council and International Council on Clean Transportation data.

 Co-Location

 Our strategy is
to co-locate our hydrogen generation and carbon dioxide recovery plants as close to or even on-site with storage, compression and dispensing/refueling
assets so that distribution costs are minimized or eliminated. We intend to select small, modular generation and recovery equipment manufactured
by our suppliers for our projects so that we can place our "Gen/Fill" systems close to population centers where low-carbon
clean hydrogen fuel and CO2 are most needed, and where CO2 recovery and capture is most beneficial.

 Recovery and Reuse

 Co-locating our
Gen/Fill systems near existing CO2 emitters and population centers has the added advantage of increasing our ability to recover and reuse
anthropogenic waste as source feedstock for the generation of the gases we sell.

 Suppliers

 We source equipment,
components, and parts from a global network of specialized industrial suppliers. Suppliers are chosen to meet individual project and customer
requirements, and are vetted based on performance, experience, and support. Global Gas' electrolyzer and SMR equipment suppliers
purchase raw materials and build components which are assembled into the hydrogen generation and carbon recovery plants, which we intend
to co-locate, integrate, commission and start-up. Therefore, we are exposed, indirectly, to world prices for raw materials such as steel,
nickel and other commodities, which are used in the components in our plants. We anticipate that our principal suppliers are equipment
manufacturers, compressor manufacturers, and instrument suppliers such as Emerson, PDC Machines, and Unicat Catalysts. Global Gas may
use the services of subcontractors to fabricate or manufacture portions or all of the unique and customer-specific hydrogen generation
and carbon recovery equipment we sell to customers. Global Gas anticipates initially generating revenue through the sale of customer-specific
hydrogen generation and carbon recovery equipment and solutions sold to customers.

 Global Gas' Competitive Strengths

 Global Gas believes that
other industrial gas suppliers of hydrogen target larger production capacities, which require greater amounts of feedstock, and their
production facilities are often located in industrial clusters located far from population centers where gas for hydrogen-as-an-energy-carrier
use cases are growing in prevalence. Projects which successfully pass our design stage are designed to exploit this opportunity: our projects
will provide on-site or nearby Gen/Fill systems which dramatically reduce or eliminate distribution costs and we are able to use local,
often waste, feedstock both to recover and reuse local waste, assist in reducing local CO2 emissions, and produce low carbon hydrogen,
CO2, and other gases at economically attractive prices making fuel cell heavy duty transportation competitive with diesel.

 Products & Services

 Global Gas will primarily
sell hydrogen, recovered CO2, and oxygen to offtake and merchant customers requiring gas for industrial and emerging hydrogen-as-an-energy-carrier
use cases. We focus our selling efforts in North America, Western Europe and Great Britain, though we may consider opportunities outside
of those geographies. We plan to design our projects to meet a wide range of customer requirements, including end use application, volume
and type of gas required, location of gas need, redundancy requirements, budget, space available and other considerations. A project could
have either hydrogen or CO2 as the primary offtake gas. We also may, selectively sell hydrogen generation, CO2 recovery, or other related
equipment such as compressors and dispensers, when requested by our customers and manufactured by our suppliers.

 We also plan to offer services
related to the sale of our products. Depending on the product sold, these services could include professional services, plant commissioning
and startup services, aftermarket spare parts, or plant operation services.

 Human Capital Resources

 As of March 31, 2025, Global
Gas has two full-time employees, our Executive Chairman, Carter Glatt, and our Chief Operating Officer and Chief Financial Officer, Shachi
Shah. Our human capital management objectives include, as applicable, identifying, recruiting, retaining, incentivizing and integrating
future employees.

 Competition

 We expect to generate revenue
and income from the resale and leasing of systems and equipment, the resale of hydrogen gas purchased from other industrial suppliers,
and the sale of value-added technical services such as: design, engineering and plant costing; project management; plant installation,
plant commissioning, and plant startup; supervision of plant installation, plant commissioning and plant startup; and project structuring.

 We compete with firms which
manufacture, resell, and lease hydrogen equipment and infrastructure, and also with global industrial and regional gas suppliers who sell
hydrogen, CO2 and air separation gases.

 Competition in the systems
and equipment and technical services business is based primarily on plant design and efficiency, quality of service, technical know-how,
price, and delivery timelines, in addition to plant and equipment technology and performance guarantees. Competition in industrial gases
is based primarily on price (absolute price and volatility of price), reliability of supply, ease of delivery, and end user application.

 Customers

 Our target customers are
heavy duty fleet operators, owners of anaerobic digesters, landfills, renewable natural gas producers, other industrial gas distributors
and traditional industrial chemical users of hydrogen.

 Facilities

 Our headquarters are located
in New York, New York. We believe our current facilities are adequate for our current operating needs.

 Corporate History

 On December 21, 2023 (the
"Closing Date"), the Company, a Delaware corporation (formerly known as Dune Acquisition Corporation) (prior to the Effective
Time (as defined below), "Dune"), consummated the previously-announced business combination ("Business Combination")
pursuant to that certain Unit Purchase Agreement, dated May 14, 2023 (as amended on August 22, 2023 and as further amended on November
24, 2023, the "Purchase Agreement"), by and among Dune, Holdings, a Delaware limited liability company and direct, wholly-owned
subsidiary of Dune, Global Hydrogen, a Delaware limited liability company, and William Bennett Nance, Jr., Sergio Martinez and Barbara
Guay Martinez (collectively, the "Sellers"), the equity holders of Global Hydrogen.

 In connection with the closing
of the Business Combination, Dune changed its name from Dune Acquisition Corporation to Global Gas Corporation, and on December 22, 2023,
the Company's Class A Common Stock (as defined below) and warrants began trading on Nasdaq under the new trading symbols "HGAS"
and "HGASW," respectively.

and subject to the conditions of the Purchase Agreement and the other transactions contemplated thereby, at the closing of the Business
Combination (the "Closing"), (a) Dune contributed to Holdings all of its assets (excluding its interests in Holdings and the
aggregate amount of cash proceeds required to satisfy redemptions by Dune's public stockholders ("Stockholder Redemptions")),
and in exchange therefor, Holdings issued to Dune a number of common equity units of Holdings ("Holdings Common Units") which
equal the number of total shares of Class A common stock, par value $0.0001 per share ("Class A Common Stock"), of Dune issued
and outstanding immediately after the Closing (giving effect to all Stockholder Redemptions) (such transactions, the "SPAC Contribution")
and (b) immediately after the SPAC Contribution, 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 Class B voting
non-economic common stock, par value $0.0001 per share ("Class B Common Stock"), of Dune and Holdings Common Units (together
with the SPAC Contribution, the "Combination Transactions"), as a result of which, (i) each issued and outstanding Global
Hydrogen Unit immediately prior to the Combination Transactions is now held by Holdings, (ii) each Seller received an aggregate number
of Holdings Common Units and shares of Class B Common Stock, in each case, equal to the number of Global Hydrogen Units held by such Seller,
multiplied by the applicable exchange ratio, and (iii) Dune changed its name to Global Gas Corporation and the Company became the publicly
traded reporting company. The effective time of the Business Combination on the Closing Date is referred to herein as the "Effective
Time."

 The Business Combination
was accomplished through what is commonly referred to as an "Up-C" structure, which is often used by partnerships and limited
liability companies undertaking an initial public offering. The "Up-C" structure allowed the Sellers, who became equity holders
of Holdings upon the consummation of the Combination Transactions, to retain their equity ownership in Holdings, an entity that is classified
as a partnership for United States federal income tax purposes, in the form of Holdings Common Units after the Closing, and provides potential
future tax benefits for both the Company and Holdings' equity holders (other than the Company) after the Closing when they ultimately
exchange their Holdings Common Units.

and subject to the conditions of the Purchase Agreement, at the Closing, the issued and outstanding Global Hydrogen Units of each Seller
were transferred, conveyed, assigned and delivered in exchange for (i) a number of shares of Class B Common Stock equal to the product
of (x) the number of Global Hydrogen Units held by such Seller and (y) the exchange ratio determined by dividing (A) the quotient of $43,000,000
divided by the number of Global Hydrogen Units issued and outstanding immediately prior to the Closing by (B) $10.00 per share and (ii)
a number of Holdings Common Units equal to the number of shares of Class B Common Stock received by such Seller pursuant to clause (i)
hereof.

 In connection with the Business
Combination, on December 1, 2023, Dune and Global Hydrogen entered into a forward purchase agreement (the "Forward Purchase Agreement")
with each of Meteora Strategic Capital, LLC ("MSC"), Meteora Capital Partners, LP ("MCP") and Meteora Select Trading
Opportunities Master, LP ("MSTO" and, collectively with MSC and MCP, the "Meteora Entities") for an OTC Equity
Prepaid Forward Transaction. In connection with the Forward Purchase Agreement, Dune entered into a subscription agreement (the "Subscription
Agreement") with the Meteora Entities. Pursuant to the Subscription Agreement, the Meteora Entities agreed to subscribe for and
purchase, and Dune agreed to issue and sell to the Meteora Entities, on the Closing Date, 681,220 shares of Class A Common Stock in the
aggregate (the "PIPE Shares"). Pursuant to the Subscription Agreement, the Company gave certain registration rights to the
Meteora Entities with respect to the PIPE Shares. The sale of the PIPE Shares was consummated concurrently with the Closing.

 The rights of holders of
our Class A Common Stock and Warrants are governed by our second amended and restated certificate of incorporation (the "Amended
and Restated Charter"), our amended and restated bylaws (the "Amended and Restated Bylaws") and the Delaware General
Corporation Law (the "DGCL"), and in the case of our outstanding warrants, the Warrant Agreement dated as of December 17,
2020, between the Company and Continental Stock Transfer & Trust Company ("Continental"), as warrant agent.

 On June 21, 2024, due to
the Company's failure to satisfy the initial listing standards of The Nasdaq Capital Market upon closing of the Company's
previously announced business combination in accordance with Nasdaq Rule 5101-2 and specifically, the Company's inability to demonstrate
compliance with the Stockholders Equity, Publicly Held Shares, Market Value of Listed Securities and Market Value of Publicly Held Shares
requirements set forth in Nasdaq Rule 5505, the Company received notice that the Panel had determined to delist the Company's securities
from Nasdaq and would suspend trading in its securities on the exchange effective at the open of business on June 25, 2024. Since the
delisting, the Company's common stock and warrants have been trading on the OTCQB with trading symbols "HGAS" and "HGASW",
respectively.

 On March 4, 2024, the Company
entered into forfeiture agreements (the "Forfeiture Agreements") with certain holders of the Company's Class B common
stock. Pursuant to the Forfeiture Agreements, such holders forfeited an aggregate of 1,600,000 shares (the "Forfeited Shares")
in exchange for consideration previously received. After the forfeitures of the Forfeited Shares pursuant to the Forfeiture Agreements,
such holders continue to hold an aggregate of 2,700,000 shares of the Company's Class B common stock.

 Additional Information About the Company

 We maintain our website at
globalgas.co. The corporate filings of Global Gas, including our Annual Reports on Form 10-K, our Quarterly Reports on Form 10-Q, our
Current Reports on Form 8-K, our proxy statements and reports filed by our executive officers and directors under Section 16(a) of the
Securities Exchange Act, and any amendments to those filings, are available free of charge on our website, which are uploaded as soon
as reasonably practicable after we electronically file (or furnish in certain cases) such material with the Securities and Exchange Commission,
and can also be found at the SEC's website at  We do not intend for any information contained in our website to be
a part of this Annual Report.

 ITEM 1A. RISK
FACTORS

 The following risk
factors and other information included in this Annual Report should be carefully considered. The risks and uncertainties described below
are not the only ones we face. Additional risks and uncertainties not presently known to us or we presently deem less significant may
also impair our business operations. If any of the following risks occur, our business, financial condition, results of operations and
future growth prospects could be materially and adversely affected.

 Risks Related to Global Gas' Business
and Industry

 Our limited operating history makes evaluating
our business and future prospects difficult and may increase the risk of your investment.

 You must consider the risks
and difficulties we face as an early stage company with a limited operating history. If we do not successfully address these risks, our
business, prospects, operating results and financial condition will be materially and adversely harmed. We have a very limited operating
history on which investors can base an evaluation of our business, operating results and prospects. There are no assurances that we will
be able to secure future business with potential customers. As an early stage company, it is difficult to predict our future revenues
and appropriately budget for our expenses, and we have limited insight into trends that may emerge and affect our business. In the event
that actual results differ from our estimates or we adjust our estimates in future periods, our operating results and financial position
could be materially affected. Our performance and expectations depend on the successful implementation of management's growth strategies
and are based on assumptions and events over which we have only partial or no control, including, but not limited to, adverse economic
conditions, regulatory developments, our ability to finance our contemplated operations, difficulties in engineering, delays in designs
or materials provided by the customer or a third party, equipment and materials delivery delays, schedule changes, customer scope changes,
delays related to obtaining regulatory permits and rights-of-way, inability to find adequate sources of labor in the locations where we
are building new plants, weather-related delays, delays by customers' contractors in completing their portion of a project, technical
or transportation difficulties, cost overruns, supply difficulties, geopolitical risks and other factors. The assumptions underlying our
expectations require the exercise of judgment and may not occur, and the expectations are subject to uncertainty due to the effects of
economic, business, competitive, regulatory, legislative, and political or other changes.

 Our success depends on our ability to obtain
customers and implement our business strategy.

 We currently do not have
any customers and have not generated any revenue. If we fail to implement our business strategy, our financial condition and results of
operations could be adversely affected. Our future financial performance and success depend in large part on our ability to successfully
implement our business strategy. We cannot assure you that we will be able to successfully implement our business strategy or be able
to improve our operating results. In particular, we cannot assure you that we will successfully negotiate and sign contracts with customers
and suppliers nor can we assure you that we will be able to successfully execute our contracts if signed. Potential projects are added
to the project development pipeline only after Global Gas has met with the potential customer, discussed the scope of the project and
discussed the project's feasibility, preliminary sizing and design. Implementation of our business strategy may be impacted by factors
outside of our control, including competition, commodity price fluctuations, industry, legal and regulatory changes or developments and
general economic and political conditions. Any failure to successfully implement our business strategy could adversely affect our financial
condition and results of operations. We may, in addition, decide to alter or discontinue certain aspects of our business strategy at any
time.

 Our business model has yet to be tested
and any failure to commercialize our strategic plans would have an adverse effect on our operating results and business, harm our reputation
and could result in substantial liabilities that exceed our resources.

 Investors should be aware
of the difficulties normally encountered by a new enterprise, many of which are beyond our control, including substantial risks and expenses
in the course of establishing or entering new markets, organizing operations and undertaking marketing activities. The likelihood of our
success must be considered in light of these risks, expenses, complications, delays and the competitive environment in which we operate.
There is, therefore, nothing at this time upon which to base an assumption that our business plan will prove successful, and we may not
be able to generate significant revenue, raise additional capital or operate profitably. We will continue to encounter risks and difficulties
frequently experienced by early commercial stage companies, including scaling up our infrastructure and headcount, and may encounter unforeseen
expenses, difficulties or delays in connection with our growth. In addition, as a result of the capital-intensive nature of our business,
we can be expected to continue to sustain substantial operating expenses and may not generate sufficient revenues to cover expenditures.
Any investment in our company is therefore highly speculative and could result in the loss of your entire investment.

 Risks related to the approval, execution,
and operation of our future projects may adversely affect our operations or financial results.

 Much of our future business
involves engineering, procurement and construction phases that may last several years and involve the investment of millions of dollars.
These projects may be technically complex, are often reliant on significant interaction with government authorities and face significant
financing, development, operational and reputational risks. These projects may also be subject to complex government approvals, as well
as legal or regulatory challenges by government authorities or third parties. Delays in receiving required approvals or related to litigation
could require us to delay or abandon certain projects, which may result in the incurrence of additional expense, the loss of invested
proceeds, and reputational damage.

 We may encounter difficulties
in engineering, delays in designs or materials provided by the customer or a third party, equipment and materials delivery delays, schedule
changes, customer scope changes, delays related to obtaining regulatory permits and rights-of-way, inability to find adequate sources
of labor in the locations where we are building new plants, weather-related delays, delays by customers' contractors in completing
their portion of a project, technical or transportation difficulties, cost overruns, supply difficulties, financial difficulties suffered
by our subcontractors or suppliers, geopolitical risks and other factors, many of which are beyond our control, that may impact our ability
to complete a project within the original delivery schedule. In some cases, delays and additional costs may be substantial, and we may
be required to cancel a project and/or compensate the customer for the delay. We may not be able to recover any of these costs. In addition,
in some cases we may seek financing for large projects and face market risk associated with the availability and terms of such financing.
These financing arrangements may require that we comply with certain performance requirements which, if not met, could result in default
and restructuring costs or other losses. All of these factors could also negatively impact our reputation or relationships with our customers,
suppliers and other third parties, any of which could adversely affect our ability to secure new projects in the future.

 The future operation of our
facilities inherently entails hazards that require continuous oversight and control, such as pipeline leaks and ruptures, fire, explosions,
toxic releases, mechanical failures, vehicle accidents, or cyber incidents. If operational risks materialize, they could result in loss
of life, damage to the environment, or loss of production, all of which could negatively impact our ongoing operations, reputation, financial
results, and cash flows. In addition, our operating results are dependent on the continued operation of our production facilities and
our ability to meet customer requirements, which depend, in part, on our ability to properly maintain and replace aging assets.

 Global Gas' management has limited
experience in operating a public company.

 Global Gas' management
has limited experience in the management of a publicly traded company. Global Gas' management team may not successfully or effectively
manage its transition to a public company that will be subject to significant regulatory oversight and reporting obligations under federal
securities laws. Their limited experience in dealing with the increasingly complex laws pertaining to public companies could be a significant
disadvantage in that it is likely that an increasing amount of their time may be devoted to these activities which will result in less
time being devoted to the management and growth of the post-combination company. Global Gas may not have adequate personnel with
the appropriate level of knowledge, experience and training in the accounting policies, practices or internal control over financial reporting
required of public companies in the U.S. Any fault in Global Gas' finance and accounting systems could impact its ability or
prevent it from timely reporting its operating results, timely filing required reports with the SEC and complying with Section 404
of the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"). The development and implementation of the standards
and controls necessary for Global Gas to achieve the level of accounting standards required of a public company in the U.S. may require
costs greater than expected. It is possible that Global Gas will be required to expand its employee base and hire additional employees
to support its operations as a public company which will increase its operating costs in future periods.

 We may have difficulty managing growth in
our business, which could have a material adverse effect on our business, financial condition and results of operations and our ability
to execute its business plan in a timely fashion.

 Because of our small size,
growth in accordance with our business plans, if achieved, will place a significant strain on our financial, technical, operational and
management resources. If we expand our activities, developments and production, and increase the number of projects we are evaluating
or in which we participate, there will be additional demands on our financial, technical and management resources. The failure to continue
to upgrade our technical, administrative, operating and financial control systems or the occurrence of unexpected expansion difficulties
could have a material adverse effect on our business, financial condition and results of operations and our ability to execute our business
plan in a timely fashion.

 An increase in energy costs may materially
adversely affect our business, financial condition, and results of operations.

 Our results of operations
may be affected by volatility in the cost and availability of energy, which is subject to global supply and demand and other factors beyond
our control. Ongoing conflicts, such as those between Russia and Ukraine as well as the hostilities in the Middle East between Israel
and Hamas, has impacted global energy markets, particularly in Europe, leading to high volatility and increasing prices for crude oil,
natural gas and other energy supplies. Higher energy costs may result in increases in operating expenses at our potential manufacturing
facilities, in the expense of shipping materials to our potential facilities, and in the expense of operating certain of our potential
projects for which we may procure natural gas, all of which may in turn adversely affect our business, financial condition, and results
of operations.

 Our strategy to outsource various elements
of the products and services we sell may subject us to the business risks of our suppliers and subcontractors, which could have a material
adverse impact on our operations.

 In areas where we will depend
on third-party suppliers and subcontractors for outsourced equipment, products, components or services, we will be subject to the risk
of customer dissatisfaction with the quality or performance of the equipment, products or services we sell due to supplier or subcontractor
failure. Suppliers and subcontractors may not have the same incentives we do and may not allocate adequate or sufficient time and/or resources
for performing services for us. In addition, business difficulties experienced by a third-party supplier or subcontractor could lead to
the interruption of our ability to obtain outsourced equipment, products or services and ultimately our inability to supply equipment,
products or services to our customers. Third-party supplier and subcontractor business interruptions may include, but are not limited
to, work stoppages, union negotiations and other labor disputes. Current or future economic conditions could also impact the ability of
suppliers and subcontractors to access credit and, thus, impair their ability to provide us quality products or services in a timely manner,
or at all.

 Cost overruns, delays, penalties or liquidated
damages could negatively impact our results, particularly with respect to fixed-price contracts for our custom configured products.

 We expect a significant portion
of our net sales and earnings will be generated through fixed-price contracts for custom configured products. We expect most of these
contracts will provide for penalties or liquidated damages for failure to timely perform our obligations under the contract, or require
that we, at our own expense, correct and remedy to the satisfaction of the other party certain defects. Therefore, we expect to face the
risk that cost overruns, delays, penalties or liquidated damages may exceed, erode or eliminate our expected profit margin, or cause us
to record a loss on certain of our projects.

 Catastrophic events could disrupt our operations
and/or our customers and suppliers and may have a significant adverse impact on our results of operations.

 The occurrence of catastrophic
events or natural disasters such as extreme weather, including hurricanes and floods; health epidemics; pandemics, such as COVID-19; and
acts of war or terrorism, could impair our ability to produce and distribute its products to customers and could potentially expose us
to third-party liability claims. In addition, such events could impact our customers and suppliers resulting in temporary or long-term
outages and/or the limitation of supply of energy and other raw materials used in normal business operations.

 The inability to attract and retain qualified
personnel may adversely impact our business.

 If we fail to attract, hire
and retain qualified personnel, we may not be able to develop, market or sell our products or successfully manage our business. We are
dependent upon a highly skilled, experienced and efficient workforce to be successful. The inability to attract and hire qualified individuals
or the loss of key employees in very skilled areas could have a negative effect on our financial results.

 We may be unable to successfully execute
and operate our hydrogen production projects, and such projects may cost more and take longer to complete than we expect.

 As part of our strategy,
the Company may, in the future, develop and construct hydrogen production facilities at locations across the United States and Europe.
Our ability to successfully complete and operate these projects is not guaranteed. The ability to complete these projects may impact our
ability to meet and supplement the hydrogen demands for our products and services for prospective customers. The timing and cost to complete
the construction of our hydrogen production projects are subject to a number of factors outside of our control and such projects may take
longer and cost more to complete and become operational than we expect.

 The viability and competitiveness
of our potential hydrogen production facilities may depend, in part, upon favorable laws, regulations, and policies related to hydrogen
production. Some of these laws, regulations, and policies are nascent, and there is no guarantee that they will be favorable to our projects.
Additionally, any facilities we develop will be subject to numerous and new permitting, regulations, laws, and policies, many of which
might vary by jurisdiction. Hydrogen production facilities are also subject to robust competition from well-established multinational
companies in the energy industry. There is no guarantee that our hydrogen production strategy will be successful amidst this competitive
environment.

 We may enter into joint ventures which could
impose certain restrictions on our operations in the future and could create risk related to our potential co-venturers.

 In the future, we may enter
into joint ventures. Depending on the terms of these potential ventures, we may be restricted in our ability to operate in certain areas
or undertake certain courses of action. These potential arrangements may involve significant risks and uncertainties, including our ability
to cooperate with our strategic partners, our strategic partners having interests or goals that are inconsistent with ours, and the potential
that our strategic partners may be unable to meet their economic or other obligations to any future joint venture, which may negatively
impact the expected benefits of any future joint venture and cause us to incur additional expense or suffer reputational damage. In addition,
due to the nature of these potential arrangements, we may have limited ability to direct or influence the management of any future joint
venture, which may limit our ability to assist and oversee the design and implementation of any future joint venture's business
as well as its accounting, legal, governance, human resources, information technology, and other administrative systems. This may expose
us to additional risks and uncertainties because we may be dependent upon and subject to liability, losses, or reputational damage relating
to systems, controls, and personnel that are not under our control.

 In the future, if we develop or acquire
proprietary intellectual property, protecting such intellectual property will be critical to our operations and we may suffer competitive
harm from infringement on such rights.

 If we develop or acquire
new technologies, it will be critical that we protect our intellectual property assets against third-party infringement. Though we currently
do not own any patents, we do own intellectual property related to our branding. If we develop or acquire intellectual property, there
is a risk that our patent applications may not be granted, or we may not receive sufficient protection of our proprietary interests. We
may also expend considerable resources in defending any future patents against third-party infringement. It may become critical that we
protect our proprietary intellectual property interests to prevent competitive harm.

 Current inflationary trends, economic downturn
and weakness in the economy, market trends, and other conditions affecting the profitability and financial stability of our potential
customers could negatively impact the growth of our business and the acquisition of customers.

 The demand for our products
and services is sensitive to the production activity, capital spending and demand for products and services of our potential customers
worldwide. In recent years, we have observed increased economic uncertainty in the United States and abroad, including inflation
and higher interest rates. Impacts of such economic weakness include falling overall demand for goods and services, leading to reduced
profitability, reduced credit availability, higher borrowing costs, reduced liquidity, volatility in credit, equity and foreign exchange
markets, and bankruptcies. These developments may lead to supply chain disruption and transportation delays which may negatively impact
our business and growth. In addition, as our potential customers react to global economic conditions, they may reduce spending on the
products and services we plan to provide, which may lead to our inability to attract customers and could limit our ability to grow our
business and negatively affect our operating results and financial condition.

 Risks Related to Regulations and Litigation

 We will be subject to extensive government
regulation in the jurisdictions in which we do business. Regulations addressing, among other things, import/export restrictions, anti-bribery
and corruption and taxes have the potential to negatively impact our financial condition, results of operation and cash flows.

 We will be subject to government
regulation in the United States and in the foreign jurisdictions where we may conduct business. The application of laws and regulations
to our business is sometimes unclear. Compliance with laws and regulations may involve significant costs or require changes in business
practices that could result in reduced profitability. If there is a determination that we have failed to comply with applicable laws or
regulations, we may be subject to penalties or sanctions that could adversely impact our reputation and financial results. Compliance
with changes in laws or regulations can result in increased operating costs and require additional, unplanned capital expenditures. Export
controls or other regulatory restrictions could prevent us from shipping our products to and from some markets or increase the cost of
doing so. Changes in tax laws and regulations could affect the financial results of our businesses. Increasingly aggressive enforcement
of anti-bribery and anti-corruption requirements, including the U.S. Foreign Corrupt Practices Act, the United Kingdom Bribery Act
and the China Anti-Unfair Competition Law, could subject us to criminal or civil sanctions if a violation is deemed to have occurred.
In addition, we may be subject to laws and sanctions imposed by the U.S. and other jurisdictions where we plan to do business that
may prohibit us from doing business in certain countries, or restricting the kind of business that we may conduct. Such restrictions may
provide a competitive advantage to competitors who are not subject to comparable restrictions or prevent us from taking advantage of growth
opportunities.

 Further, we cannot guarantee
that our internal controls and compliance systems will always protect us from acts committed by employees, agents, business partners or
that businesses that we acquire would not violate U.S. and/or non-U.S. laws, including the laws governing payments to government
officials, bribery, fraud, kickbacks and false claims, pricing, sales and marketing practices, conflicts of interest, competition, export
and import compliance, money laundering, and data privacy. Any such improper actions or allegations of such acts could damage our reputation
and subject us to civil or criminal investigations in the U.S. and in other jurisdictions and related stockholder lawsuits, could
lead to substantial civil and criminal, monetary and non-monetary penalties, and could cause us to incur significant legal and investigatory
fees. In addition, governments may seek to hold us liable as a successor for violations committed by companies in which we invest or that
we acquire.

 We will be subject to various environmental
laws and regulations that could impose substantial costs upon us and cause delays in building production facilities.

 Our operations will be subject
to federal, state and local environmental laws and regulations, including laws relating to the use, handling, storage, disposal of and
human exposure to hazardous materials. Environmental and health and safety laws and regulations can be complex, and we have limited experience
complying with them. Moreover, we expect that we will be affected by future amendments to such laws or other new environmental and health
and safety laws and regulations which may require us to change our operations, potentially resulting in a material adverse effect on its
business, prospects, financial condition and operating results. These laws can give rise to liability for administrative oversight costs,
cleanup costs, property damage, bodily injury, fines and penalties. Capital and operating expenses needed to comply with environmental
laws and regulations can be significant, and violations may result in substantial fines and penalties, third-party damages, suspension
of production or a cessation of our operations.

 Contamination at properties
we may own or operate may result in liability for us under environmental laws and regulations, including, but not limited to, the Comprehensive
Environmental Response, Compensation and Liability Act, which can impose liability for the full amount of remediation-related costs
without regard to fault, for the investigation and cleanup of contaminated soil and ground water, for building contamination and impacts
to human health and for damages to natural resources. The costs of complying with environmental laws and regulations and any claims concerning
noncompliance, or liability with respect to contamination in the future, could have a material adverse effect on our financial condition
or operating results. We may face unexpected delays in obtaining the required permits and approvals in connection with our potential production
facilities that could require significant time and financial resources and delay our ability to operate such facilities, which would adversely
impact our business, prospects, financial condition and operating results.

 Legislative, regulatory, societal and market
efforts to address global climate change may impact our business and create financial risk.

 In the production of hydrogen,
we may use processes which capture GHGs, such as carbon dioxide, which would otherwise be emitted. The technologies we employ for GHG
capture may not successfully capture 100% of the GHG produced. Increased public concern and governmental action may result in more international,
U.S. federal and/or regional requirements to reduce or mitigate the effects of GHG emissions or increased demand for technologies
and projects to limit the impact of global climate change. Although uncertain, these developments could increase our costs related to
consumption of electric power, hydrogen production and application of our gasification technology. Any legislation or governmental action
that limits or taxes GHG emissions could negatively impact our growth, increase our operating costs, or reduce demand for certain of our
products.

 In addition, standards for
tracking and reporting environmental, social and governance ("ESG") matters continue to evolve. New laws, regulations, policies
and international accords relating to ESG matters, including sustainability, climate change, human capital and diversity, are being developed
and formalized in Europe, the United States, Asia and elsewhere, which may entail specific, target-driven frameworks and/or disclosure
requirements. If our ESG practices do not meet evolving investor or other stakeholder expectations and standards, then our reputation
or our attractiveness as an investment, business partner, acquirer, service provider or employer could be negatively impacted.

 Costs and expenses resulting from compliance
with environmental regulations may negatively impact our operations and financial results.

 We will be subject to extensive
federal, state, local and foreign environmental and safety laws and regulations concerning, among other things, emissions in the air,
discharges to land and water and the generation, handling, treatment and disposal of hazardous waste and other materials. There is a risk
of adverse environmental impact inherent in our manufacturing operations and in the transportation of our products. Future developments
and more stringent environmental regulations may require us to make additional unforeseen environmental expenditures. In addition, laws
and regulations may require significant expenditures for environmental protection equipment, compliance and remediation. These additional
costs may adversely affect our financial results.

 We expect to incur costs
to comply with these laws and regulations. Federal, state, and local governments are increasingly regulating and restricting the use of
certain chemicals, substances, and materials. For example, laws, regulations, or other policy initiatives might address substances found
within component parts to our products, in which event we would be required to comply with such requirements.

 Our business may become subject to increased
government regulation.

 As hydrogen and other relevant
products become more broadly available commercially, governments may impose new regulations. We do not know the extent to which any such
regulations may impact our ability to manufacture, distribute, install and service our products. Any regulation of our products, whether
at the federal, state, local or foreign level, including any regulations relating to the production, operation, installation, and servicing
of our products may increase our costs and the price of our products, and noncompliance with applicable laws and regulations could subject
us to investigations, sanctions, enforcement actions, fines, damages, civil and criminal penalties, or injunctions. Furthermore, certain
business activities may require the Company to navigate a myriad of state- or local-level laws and regulations. If any governmental sanctions
are imposed, our business, operating results, and financial condition could be materially adversely affected. In addition, responding
to any action will likely result in a significant diversion of management's attention and resources and an increase in professional
fees. Enforcement actions and sanctions could harm our business, operating results and financial condition.

 Risks Related to Global Gas' Products and Services

 Interruption in ordinary sources of raw
material or energy supply or an inability to recover increases in energy and raw material costs from customers could result in lost sales
or reduced profitability.

 We expect feedstock used
for hydrogen generation, such as biogas from wastewater treatment plants, landfills, renewable natural gas, and others, to be significant
raw materials for our business. Additionally, we expect energy, including electricity, natural gas, and fuel for delivery trucks, to be
a significant cost component of our business. A disruption in the supply of energy, components, or raw materials, whether due to market
conditions, legislative or regulatory actions, public health issues, natural events, or other disruption, could prevent us from meeting
any future contractual commitments and harm our business and financial results.

 We may contract to pass-through
cost increases in energy and raw materials to customers, but such cost pass-through results in declining margins, and cost variability
can negatively impact our other operating results. For example, we may be unable to raise prices as quickly as costs rise, or competitive
pressures may prevent full recovery of such costs. In addition, increases in energy or raw material costs that cannot be passed on to
customers for competitive or other reasons may negatively impact our revenues and earnings. Even where costs are passed through, price
increases can cause lower sales volume. Other economic factors outside of our control, including inflation and energy price fluctuations,
may increase our costs and adversely affect our business.

 Our ability to source parts and raw materials
from our suppliers could be disrupted or delayed in our supply chain which could adversely affect our results of operations.

 Our planned operations will
require significant amounts of necessary parts and raw materials. If we are unable to source these parts or raw materials, our future
operations may be disrupted, or we could experience a delay or halt in our business. Reduced availability or interruption in supplies,
whether resulting from more stringent regulatory requirements, supplier financial condition, increases in duties and tariff costs, disruptions
in transportation, an outbreak of a severe public health pandemic, such as the COVID-19, severe weather, or the occurrence or threat of
wars or other conflicts, could have an adverse effect on our financial condition, results of operations and cash flows.

 The production, transport, and containment
of hydrogen and certain other gases as contemplated by our future projects creates risk of adverse events which may harm our business.

 Our contemplated products
include hydrogen and certain other gases which are inherently dangerous. In the future, if we produce, transport and store such gases,
there is risk that we may negatively be affected by product safety issues, product liability, other claims, product recalls, negative
publicity, or increased regulatory scrutiny of our products. Any liability for damages from malfunctions, accidents, or other events could
materially adversely affect our business, financial condition, results of operations and prospects. In addition, an actual or perceived
problem with hydrogen generally or our products could adversely affect the market's perception of our products resulting in a decline
in demand for our products and services, which may materially and adversely affect our business, financial condition, results of operations
and prospects.

 We will rely on complex machinery for our
operations and production involves a significant degree of risk and uncertainty in terms of operational performance and costs.

 We will rely heavily on complex
machinery for our operations and our production will involve a significant degree of uncertainty and risk in terms of operational performance
and costs. We plan to own and operate gas generation and carbon recovery plants, which may consist of large-scale machinery combining
many components. The plant components are likely to suffer unexpected malfunctions from time to time and will depend on repairs and spare
parts to resume operations, which may not be available when needed. Unexpected malfunctions of the plant components may significantly
affect the intended operational efficiency. Operational performance and costs can be difficult to predict and are often influenced by
factors outside of our control, such as, but not limited to, scarcity of natural resources, environmental hazards and remediation, costs
associated with decommissioning of machines, labor disputes and strikes, difficulty or delays in obtaining governmental permits, damages
or defects in electronic systems, industrial accidents, fire, and seismic activity and natural disasters. Should operational risks materialize,
it may result in the personal injury to or death of workers, the loss of production equipment, damage to manufacturing facilities, monetary
losses, delays and unanticipated fluctuations in production, environmental damage, administrative fines, increased insurance costs and
potential legal liabilities, all which could have a material adverse effect on our business, results of operations, cash flows, financial
condition or prospects.

 Inability to compete effectively could adversely
impact our future sales and financial performance.

 We face strong competition
from large international competitors and many smaller regional competitors. Introduction by competitors of new technologies, competing
products, or additional capacity could weaken demand for, or impact pricing of our products, negatively impacting financial results. In
addition, competitors' pricing policies could affect our future profitability or market share.

 Some of our competitors are
much larger than we are and may have the manufacturing, marketing and sales capabilities to complete research, development, and commercialization
of products more quickly and effectively than we can. There are many companies engaged in all areas of traditional and alternative industrial
gas generation in the United States and abroad. Additionally, established companies may decide to broaden their operations into our
area of business. We believe that our business model has competitive strengths; however, if we are unable to compete in the market for
our products and services, our business may be adversely affected.

 Risks Related to Cybersecurity and Data Privacy

 Our business and operations would suffer
in the event of computer system failures, cyber-attacks or deficiencies in our or third parties' cybersecurity.

 We are increasingly dependent
upon information technology systems, infrastructure and data to operate our business. In the ordinary course of business, we may collect,
store and transmit confidential information, including, but not limited to, information related to our intellectual property and proprietary
business information, personal information and other confidential information. We may outsource elements of our operations to third party
vendors, who each have access to our confidential information, which increases our disclosure risk. Although we plan to implement internal
security and business continuity measures, our information technology and other internal infrastructure systems may breakdown, incur damage
or be interrupted by system malfunctions, natural disasters, terrorism, war or telecommunication and electrical failures, as well as by
inadvertent or intentional security breaches by our employees, contractors, consultants, business partners and/or other third parties,
or from cyber-attacks by malicious third parties, each of which could compromise our system infrastructure or lead to the loss, destruction,
alteration, disclosure or dissemination of, or damage or unauthorized access to, our data or other assets. Such a security breach may
cause loss, damage or disclosure of proprietary or confidential information, which could in turn result in significant legal and financial
exposure and reputational damage that could adversely affect our business.

 The costs related to significant
security breaches or disruptions could be material and our insurance policies may not be adequate to compensate us for the potential losses
arising from any such security breach. In addition, such insurance may not be available to us on economically reasonable terms, if at
all, may not cover all claims made against us, and may have high deductibles. Furthermore, if the information technology systems of our
third-party vendors and other contractors and consultants become subject to disruptions or security breaches, we may have insufficient
recourse against such third parties and we may have to expend significant resources to mitigate the impact of such an event, and to develop
and implement protections to prevent future events of this nature from occurring.

 Risks Related to Finance, Accounting and Tax Matters

 Our actual results could differ from the
estimates and assumptions used to prepare our consolidated financial statements.

 The preparation of our consolidated
financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts
of certain assets, liabilities, revenues and expenses for the periods covered and certain amounts disclosed in the notes to our consolidated
financial statements. These estimates are based on information available through the date of the issuance of the consolidated financial
statements and actual results could differ from those estimates, which could have a material adverse impact on our financial condition,
results of operations and cash flows.

 We may need to raise additional funds and
these funds may not be available to us when we need them. If we cannot raise additional funds when needed, our business, prospects, financial
condition and operating results could be negatively affected.

 The sourcing, purchasing,
development, and servicing of our projects may be capital-intensive. We may determine that additional funds are necessary. This capital
may be necessary to fund our future operations and to locate new opportunities. We may raise additional funds through the issuance of
equity, equity related or debt securities or through obtaining credit from government or financial institutions. We cannot be certain
that additional funds will be available on favorable terms when required, or at all. If we cannot raise additional funds when needed,
our business, prospects, financial condition and operating results could be materially adversely affected.

 Our financial results may vary significantly
from quarter to quarter.

 We expect our revenue and
operating results to vary from quarter to quarter. We may incur significant operating expenses during the start-up and early stages of
large contracts and may not be able to recognize corresponding revenue in that same quarter. We may also incur additional expenses when
contracts are terminated or expire and are not renewed. We may also incur additional expenses when companies are newly acquired. Payments
that may be due to us from our future customers may be delayed due to billing cycles or as a result of failures of government budgets
to gain congressional and administration approval in a timely manner.

 Additional factors that may
cause our financial results to fluctuate from quarter to quarter include those addressed elsewhere in this " Risk Factors "
section, including the immediately preceding risk factor, and the following factors, among others:

 variability in demand for our services and solutions;

 timing of award or performance incentive fee notices;

 timing of shipments and deliveries to potential future customers;

 variable purchasing patterns under blanket purchase agreements and other indefinite delivery/ indefinite quantity contracts;

 terms of potential future contracts which may affect the timing of revenue recognition;

 costs related to government inquiries;

 strategic decisions by us or our competitors, such as acquisitions, divestitures, spin-offs and joint ventures;

 strategic investments or changes in business strategy;

 changes in the extent to which we use subcontractors;

 potential performance errors in our systems;

 seasonal fluctuations in our staff utilization rates;

 changes in our effective tax rate, including changes in our judgment as to the necessity of the valuation allowance recorded against our deferred tax assets; and

 the length of sales cycles.

 Credit and counterparty risks could harm
our business.

 The financial condition of
our customers could affect our ability to market our equipment, products and services or to collect receivables. In addition, financial
difficulties faced by our customers as a result of an adverse economic event or other market factors may lead to cancellation or delay
of orders. Our customers may suffer financial difficulties that make them unable to pay for a product or service when payments become
due, or they may decide not to pay us, either as a matter of corporate decision-making or in response to changes in local laws and regulations.
We cannot be certain that, in the future, expenses or losses for uncollectible amounts will not have a material adverse effect on our
net sales, earnings and cash flows.

 We are a holding company and our only material
asset is our interest in Holdings, and we are accordingly dependent upon distributions made by Holdings to pay dividends, taxes, and other
expenses.

 We are a holding company
with no material assets other than our ownership of Holdings Common Units. As a result, we have no independent means of generating revenue
or cash flow. Our ability to pay dividends, taxes, and other expenses will depend on the financial results and cash flows of Holdings
and its subsidiaries and the distributions we receive from Holdings. Deterioration in the financial condition, earnings or cash flow of
Holdings and its subsidiaries for any reason could limit or impair Holdings' ability to pay such distributions. Additionally, to
the extent that we need funds and Holdings is restricted from making such distributions under applicable law or regulation or under the
terms of any financing arrangements, or Holdings is otherwise unable to provide such funds, it could materially adversely affect our liquidity
and financial condition.

 Subject to the discussion
herein, Holdings will continue to be treated as a partnership for U.S. federal income tax purposes and, as such, generally will not be
subject to any entity-level U.S. federal income tax. Instead, taxable income will be allocated to holders of Holdings Common Units. Accordingly,
we will be required to pay income taxes on our allocable share of any net taxable income of Holdings. Under the terms of the Amended and
Restated Limited Liability Company Agreement (the "Holdings LLCA"), Holdings is obligated to make tax distributions to holders
of the Holdings Common Units (including the Company) calculated at certain assumed tax rates. In addition to tax expenses, we will also
incur expenses related to our operations, some of which will be reimbursed by Holdings. We intend to cause Holdings to make ordinary distributions
and tax distributions

 To the extent we receive tax distributions in excess of our actual
tax liabilities and retain such excess cash, the holders of the Holdings Common Units may benefit from such accumulated cash balances.

 Under the terms of the Holdings
LLCA, Holding is obligated to make tax distributions to the holders of Holdings Common Units (including the Company) calculated at certain
assumed tax rates. Because tax distributions will be made pro rata based on ownership and due to, among other items, differences between
the tax rates applicable to us and the assumed individual income tax rate used in the calculation and requirements under the applicable
tax rules that Holdings' net taxable income be allocated disproportionately to its unitholders in certain circumstances, tax distributions
may significantly exceed the actual tax liability for certain holders of Holdings Common Units, including the Company.

 We would be subject to potentially significant tax inefficiencies
if Holdings becomes a publicly traded partnership.

 If Holdings were to become
a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, we and Holdings might be subject to potentially
significant tax inefficiencies.

 Holdings intends to operate
such that it does not become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes. A "publicly
traded partnership" is a partnership the interests of which are listed for trading on an established securities market or are readily
tradable on a secondary market or the substantial equivalent thereof. Applicable U.S. Treasury regulations provide for certain safe harbors
from treatment as a publicly traded partnership, and Holdings intends to operate such that it will qualify for one or more of such safe
harbors, although there can be no assurance in this regard.

 If Holdings were to become
a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, significant tax inefficiencies might result
for us and for Holdings, for example, if we are not able to file a consolidated U.S. federal income tax return with Holdings.

 Increases in applicable tax rates, changes
in applicable tax laws or disagreements with tax authorities can adversely affect our business, financial condition or results of operations.

 We have no material assets
other than our interest in Holdings, which holds, directly or indirectly, all of the operating assets of Holdings' business. Holdings
generally will not be subject to U.S. federal income tax. We are a U.S. corporation that is be subject to U.S. corporate income tax on
its worldwide operations, including its share of income of Holdings. We and Holdings will also be subject to various U.S. federal, state
and local taxes, in addition to taxes in other countries.

 New U.S. laws and policy
relating to taxes may have an adverse effect on our and Holding's business and future profitability. Further, existing U.S. tax
laws, statutes, rules, regulations or ordinances could be interpreted, changed, modified or applied adversely to us and Holdings. Increases
in income tax rates or other changes in income tax laws in any particular jurisdiction in which Holdings operates or is otherwise subject
to tax can reduce our after-tax income from such jurisdiction and adversely affect our business, financial condition or results of operations.
Existing tax laws have been and could in the future be subject to significant change.

 We and Holdings will be subject
to reviews, examinations and audits by the Internal Revenue Service (the "IRS") and other taxing authorities with respect
to income and non-income-based taxes. Economic and political pressures to increase tax revenues in jurisdictions in which Holdings operates,
or the adoption of new or reformed tax legislation or regulation, may make resolving tax disputes more difficult and the final resolution
of tax audits and any related litigation can differ from Holdings' historical provisions and accruals, resulting in an adverse impact
on our business, financial condition or results of operations.

 Additional Risks Relating to Ownership of Our Securities

 An active market for Global Gas' securities
may not develop, which would adversely affect the liquidity and price of Global Gas' securities.

 The price of Global Gas'
securities may vary significantly due to factors specific to Global Gas as well as to general market or economic conditions. Furthermore,
an active trading market for Global Gas' securities may not develop. You may be unable to sell your securities unless a market can
be maintained.

 Global Gas qualifies as an "emerging
growth company" within the meaning of the Securities Act of 1933 (the "Securities Act"), and it takes advantage of certain
exemptions from disclosure requirements available to emerging growth companies, which may make Global Gas common stock less attractive
to investors and may make it more difficult to compare Global Gas' performance to the performance of other public companies.

 Global Gas is, an "emerging
growth company," as defined in Section 2(a)(19) of the Securities Act, as modified by the Jumpstart Our Business Startups
Act of 2012 (the "JOBS Act"). For as long as it continues to be an emerging growth company, Global Gas may choose to take
advantage of exemptions from various reporting requirements applicable to other public companies but not to "emerging growth companies,"
including:

 the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act;

 the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements and

 reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements.

 As a result, stockholders
may not have access to certain information that they may deem important. Global Gas' status as an emerging growth company will end
upon the earliest of:

 the last day of the fiscal year in which Global Gas has at least $1.235 billion in annual revenue, as indexed for inflation by the SEC;

 the first day of the fiscal year in which Global Gas qualifies as a "large accelerated filer," with at least $700.0 million of equity securities held by non-affiliates as of the last business day of Global Gas' last completed second fiscal quarter;

 the date on which Global Gas has issued, in any three-year period, more than $1.0 billion in non-convertible debt securities; or

 the last day of the fiscal year ending after the fifth anniversary of Dune's IPO.

 Under the JOBS Act, emerging
growth companies can also delay adopting new or revised accounting standards until such time as those standards apply to private companies.
Global Gas may elect to take advantage of this extended transition period and as a result, its financial statements may not be comparable
with similarly situated public companies.

 Global Gas cannot predict
if investors will find Global Gas Common Stock less attractive if it chooses to rely on any of the exemptions afforded emerging growth
companies. If some investors find Global Gas Common Stock less attractive because Global Gas relies on any of these exemptions, there
may be a less active trading market for Global Gas Common Stock and the market price of Global Gas Common Stock may be more volatile and
may decline.

 If Global Gas fails to maintain an effective
system of disclosure controls and internal control over financial reporting, Global Gas' ability to produce timely and accurate
financial statements or comply with applicable regulations could be impaired, which may adversely affect investor confidence in Global
Gas and, as a result, the market price of Global Gas Common Stock.

 As a public company, Global
Gas is required to comply with the requirements of the Sarbanes-Oxley Act, including, among other things, that Global Gas maintain
effective disclosure controls and procedures and internal control over financial reporting. The standards required for a public company
under Section 404(a) of the Sarbanes-Oxley Act are significantly more stringent than those required of Global Hydrogen as a
privately held company. The Company continues to develop and refine its disclosure controls and other procedures that are designed to
ensure that information Global Gas is required to disclose in the reports that Global Gas will file with the SEC is recorded, processed,
summarized, and reported within the time periods specified in SEC rules and forms and that information required to be disclosed in reports
under the Exchange Act is accumulated and communicated to Global Gas' management, including Global Gas' principal executive
and financial officers.

 We must continue to improve
our internal control over financial reporting. Global Gas is required to make a formal assessment of the effectiveness of its internal
control over financial reporting and once Global Gas ceases to be an emerging growth company, Global Gas is required to include an attestation
report on internal control over financial reporting issued by Global Gas' independent registered public accounting firm. To achieve
compliance with these requirements within the prescribed time period, Global Gas will be engaging in a process to document and evaluate
Global Gas' internal control over financial reporting, which is both costly and challenging. In this regard, Global Gas will need
to continue to dedicate internal resources, potentially engage outside consultants and adopt a detailed work plan to assess and document
the adequacy of Global Gas' internal control over financial reporting, validate through testing that controls are functioning as
documented and implement a continuous reporting and improvement process for internal control over financial reporting. There is a risk
that Global Gas will not be able to conclude, within the prescribed time period or at all, that Global Gas' internal control over
financial reporting is effective as required by Section 404 of the Sarbanes-Oxley Act. Moreover, Global Gas' testing,
or the subsequent testing by Global Gas' independent registered public accounting firm, may reveal additional deficiencies in Global
Gas' internal control over financial reporting that are deemed to be material weaknesses.

 Any failure to implement
and maintain effective disclosure controls and procedures and internal control over financial reporting, including the identification
of one or more material weaknesses, could cause investors to lose confidence in the accuracy and completeness of Global Gas' financial
statements and reports, which would likely adversely affect the market price of Global Gas Common Stock. In addition, Global Gas could
be subject to sanctions or investigations by Nasdaq, the SEC and other regulatory authorities.

 The market price of Global Gas' securities
may fluctuate.

 The trading price of our
securities could be volatile and subject to wide fluctuations in response to various factors including those discussed in this "Risk
Factors" section. Many of such factors are beyond Global Gas' control. In such circumstances, the trading price of Global
Gas' securities may not recover and may experience a further decline.

 Broad market and industry
factors may also materially harm the market price of Global Gas' securities irrespective of Global Gas' operating performance.
The stock markets in general, have experienced price and volume fluctuations that have often been unrelated or disproportionate to the
operating performance of the particular companies affected. The trading prices and valuations of these stocks and of Global Gas'
securities may not be predictable. A loss of investor confidence in the market for retail stocks or the stocks of other companies which
investors perceive to be similar to Global Gas could depress Global Gas' share price regardless of Global Gas' business, prospects,
financial conditions, or results of operations. A decline in the market price of Global Gas' securities also could adversely affect
Global Gas' ability to issue additional securities and Global Gas' ability to obtain additional financing in the future.

 Insiders continue to have substantial influence
over Global Gas after the Closing, which could limit your ability to affect the outcome of key transactions, including a change of control.

 Global Gas' executive
officers, directors and their affiliates beneficially own approximately 86.4% of Global Gas Common Stock outstanding, representing approximately
86.4% of the voting power thereof.

 As a result, these stockholders,
if they act together, will be able to influence Global Gas' management and affairs and all matters requiring stockholder approval,
including the election of directors, amendments of Global Gas' organizational documents, and approval of significant corporate transactions.
They may also have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests.
This concentration of ownership may have the effect of delaying, preventing, or deterring a change in control of Global Gas and might
affect the market price of Global Gas Common Stock. In addition, Dune Acquisition Holdings LLC, a Delaware limited liability company (the
"Sponsor"), has the right under the Nomination Agreement (as defined below) to nominate two directors to Global Gas'
Board. This control could have the effect of delaying or preventing a change of control of Global Gas or changes in its management and
will make the approval of certain transactions difficult or impossible without the support of these stockholders and their votes.

 If securities or industry analysts either
do not publish research about Global Gas or publish inaccurate or unfavorable research about Global Gas, Global Gas' business or
Global Gas' market, or if they adversely change their recommendations regarding Global Gas Common Stock, the trading price or trading
volume of Global Gas Common Stock could decline.

 The trading market for Global
Gas Common Stock will be influenced in part by the research and reports that securities or industry analysts may publish about us, Global
Gas' business, Global Gas' market, or Global Gas' competitors. If one or more securities analysts initiate research
with an unfavorable rating or downgrade Global Gas Common Stock, provide a more favorable recommendation about Global Gas' competitors
or publish inaccurate or unfavorable research about Global Gas' business, Global Gas Common Stock price would likely decline. If
few securities analysts commence coverage of us, or if one or more of these analysts cease coverage of Global Gas, or fail to publish
reports on Global Gas regularly, Global Gas could lose visibility in the financial markets and demand for Global Gas' securities
could decrease, which in turn could cause the price and trading volume of Global Gas Common Stock to decline.

 A significant portion of Global Gas'
total outstanding shares is restricted from immediate resale but may be sold into the market in the near future, which could cause the
market price of Global Gas Common Stock to decline significantly, even if Global Gas' business is doing well.

 The market price of Global
Gas Common Stock could decline as a result of sales of a large number of shares of Global Gas Common Stock in the market after the Closing,
or the perception that these sales could occur. Upon consummation of the Business Combination, the Sellers received 4,300,000 shares of
Class B Common Stock, of which 1,600,000 shares were subsequently forfeited in March 2024 leaving an aggregate of 2,700,000 shares
of Class B Common Stock outstanding, which is exchangeable for shares of Class A Common Stock on a one-for-one basis. At any time
after the expiration of a lock-up to which such shares are subject, certain stockholders are entitled, under the Registration Rights
Agreement, to certain rights with respect to the registration of the offer and sale of those shares under the Securities Act, including
requesting Global Gas file a registration statement to register the offer and sale of their shares. Global Gas is also obligated to register
certain shares of Global Gas Common Stock purchased by the Meteora Entities pursuant to the Forward Purchase Agreement and Subscription
Agreement.

 In addition, Global Gas expects
to file a registration statement to register shares reserved for future issuance under Global Gas' equity compensation plans. Upon
effectiveness of that registration statement, subject to the satisfaction of applicable vesting restrictions and the expiration or waiver
of the market standoff agreements and lock-up agreements referred to above, the shares issued upon exercise of outstanding stock
options, restricted stock unit awards, and warrants or the vesting of other equity awards granted under such plans will be available for
immediate resale in the public market.

 Sales of Global Gas Common
Stock as restrictions end or pursuant to registration rights may make it more difficult for Global Gas to sell equity securities in the
future at a time and at a price that Global Gas deems appropriate. These sales also could cause the trading price of Global Gas Common
Stock to fall and make it more difficult for you to sell shares of Global Gas Common Stock at a time and price that you deem appropriate.

 If the price of our Class A Common Stock
remains below the exercise price of the Warrants, warrant holders will be unlikely to exercise their Warrants for cash, resulting in little
or no cash proceeds to us from such exercises.

 Our Warrants are exercisable
at $11.50 per share. On March 28, 2025, the closing price of our Class A Common Stock was $0.23. Accordingly, the exercise prices of the
Warrants on such date were greater than the current market price of our Class A Common Stock. Such Warrants are therefore unlikely to
be exercised and the Company would not receive any proceeds from such exercise of the Warrants. Whether any holders of Warrants determine
to exercise such Warrants, which would result in cash proceeds to the Company, will likely depend upon the market price of our Class A
Common Stock at the time of any such holder's determination.

 We expect to use the net
proceeds from the exercise of the Warrants for general corporate purposes. In order to fund planned operations while meeting obligations
as they come due, we will need to secure additional debt or equity financing if substantial cash proceeds from the exercise of the Warrants
are not received. Furthermore, to the extent that warrants are exercised on a "cashless basis," the amount of cash we would
receive from the exercise of the warrants will decrease. There is no guarantee that the Warrants will ever be in the money prior to their
expiration, and as such, the Warrants may expire worthless.

 Because there are no current plans to pay
cash dividends on Global Gas Common Stock for the foreseeable future, you may not receive any return on investment unless you sell your
Global Gas Common Stock at a price greater than what you paid for it.

 Global Gas intends to retain
future earnings, if any, for future operations, expansion, and debt repayment and there are no current plans to pay any cash dividends
for the foreseeable future. The declaration, amount and payment of any future dividends on shares of Global Gas common stock will be at
the sole discretion of Global Gas' Board. Global Gas' Board may take into account general and economic conditions, Global
Gas' financial condition and results of operations, Global Gas' available cash and current and anticipated cash needs, capital
requirements, contractual, legal, tax and regulatory restrictions, implications of the payment of dividends by Global Gas to its stockholders
or by its subsidiaries to it, and such other factors as Global Gas' Board may deem relevant. As a result, you may not receive any
return on an investment in Global Gas Common Stock unless you sell your Global Gas Common Stock for a price greater than that which you
paid for it.

 Global Gas stockholders may experience dilution
in the future.

 The percentage of shares
of Global Gas Common Stock owned by current stockholders may be diluted in the future because of equity issuances for acquisitions, capital
market transactions, or otherwise, including, without limitation, equity awards that Global Gas may grant to its directors, officers,
and employees, exercise of Global Gas warrants.

 The Amended and Restated Charter provides,
subject to limited exceptions, that the Court of Chancery is the sole and exclusive forum for certain stockholder litigation matters,
which could limit Global Gas' stockholders' ability to obtain a chosen judicial forum for disputes with Global Gas or its
directors, officers, employees or stockholders.

 The Amended and Restated
Charter requires, to the fullest extent permitted by law, that derivative actions brought in Global Gas' name, actions against directors,
officers and employees for breach of fiduciary duty, actions asserting an "internal corporate claim," as defined in Section 115
of the DGCL, and other similar actions may be brought in the Court of Chancery or, if that court lacks subject matter jurisdiction, another
federal or state court situated in the State of Delaware. Any person or entity purchasing or otherwise acquiring any interest in shares
of Global Gas' capital stock shall be deemed to have notice of and consented to the forum provisions in the Amended and Restated
Charter. In addition, the Amended and Restated Charter and Amended and Restated Bylaws of Global Gas (the "Global Gas Bylaws")
provides that the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting
a cause of action under the Securities Act and the Exchange Act.

 While the exclusive forum
provision does not restrict the ability of stockholders to bring claims under the Securities Act, it may limit a stockholder's ability
to bring a claim in a judicial forum that it finds favorable for disputes with Global Gas or any of its directors, officers, other employees
or stockholders, which may discourage lawsuits with respect to such claims. Alternatively, if a court were to find the choice of forum
provision contained in the Amended and Restated Charter to be inapplicable or unenforceable in an action, Global Gas may incur additional
costs associated with resolving such action in other jurisdictions, which could harm its business, operating results and financial condition.

 Additionally, it is uncertain
whether this choice of forum provision is enforceable. Section 22 of the Securities Act creates concurrent jurisdiction for federal
and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.
In light of this uncertainty, investors bringing a claim may face certain additional risks, including increased costs and uncertainty
of litigation outcomes.

 Anti-takeover provisions in Global Gas'
organizational documents could delay or prevent a change of control.

 Certain provisions of the
Amended and Restated Charter and the Global Gas Bylaws may have an anti-takeover effect and may delay, defer or prevent a merger,
acquisition, tender offer, takeover attempt or other change of control transaction that a stockholder might consider in its best interest,
including those attempts that might result in a premium over the market price for the shares held by Global Gas' stockholders.

 These provisions provide
for, among other things:

 the ability of Global Gas' Board to issue one or more series of preferred stock;

 a classified board;

 advance notice for nominations of directors by stockholders and for stockholders to include matters to be considered at Global Gas' annual meetings;

 certain limitations on convening special stockholder meetings;

 limiting the persons who may call special meetings of stockholders;

 limiting the ability of stockholders to act by written consent; and

 Global Gas' Board have the express authority to make, alter or repeal the Global Gas Bylaws.

 These anti-takeover provisions
could make it more difficult or frustrate or prevent a third party from acquiring Global Gas, even if the third party's offer may
be considered beneficial by many of Global Gas' stockholders. Additionally, the provisions may frustrate or prevent any attempts
by Global Gas stockholders to replace or remove its current management by making it more difficult for stockholders to replace members
of Global Gas' Board, which is responsible for appointing the members of its management. As a result, Global Gas' stockholders
may be limited in their ability to obtain a premium for their shares. These provisions could also discourage proxy contests and make it
more difficult for you and other stockholders to elect directors of your choosing and to cause Global Gas to take other corporate actions
you desire. See "Description of Global Gas Securities ".

 Claims for indemnification by Global Gas'
directors and officers may reduce Global Gas' available funds to satisfy successful third-party claims against Global Gas and may
reduce the amount of money available to Global Gas.

 Global Gas' organizational
documents will provide that Global Gas will indemnify its directors and officers, in each case to the fullest extent permitted by Delaware
law.

 In addition, as permitted
by Section 145 of the DGCL, the Global Gas Bylaws and its indemnification agreements that it entered into with its directors and
officers provide that:

 Global Gas will indemnify its directors and officers for serving Global Gas in those capacities or for serving other business enterprises at its request, to the fullest extent permitted by Delaware law. Delaware law provides that a corporation may indemnify such person if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the registrant and, with respect to any criminal proceeding, had no reasonable cause to believe such person's conduct was unlawful;

 Global Gas may, in its discretion, indemnify employees and agents in those circumstances where indemnification is permitted by applicable law;

 Global Gas is required to advance expenses, as incurred, to its directors and officers in connection with defending a proceeding, except that such directors or officers shall undertake to repay such advances if it is ultimately determined that such person is not entitled to indemnification;

 Global Gas is not obligated pursuant to the Global Gas Bylaws to indemnify a person with respect to proceedings initiated by that person against Global Gas or its other indemnitees, except with respect to proceedings authorized by its board of directors or brought to enforce a right to indemnification;

 the rights conferred in the amended and restated bylaws are not exclusive, and Global Gas is authorized to enter into indemnification agreements with its directors, officers, employees and agents and to obtain insurance to indemnify such persons; and

 Global Gas may not retroactively amend its bylaw provisions to reduce its indemnification obligations to directors, officers, employees and agents.

 We may incur debt in the future, and our
ability to satisfy our obligations thereunder remains subject to a variety of factors, many of which are not within our control.

 We may seek to incur debt
in the future in order to fund our exploration and operational programs, which would reduce our financial flexibility and could have a
material adverse effect on our business, financial condition or results of operation.

 Should we incur debt, our
ability to satisfy any resulting debt obligations and to reduce our level of indebtedness will depend on future performance. General economic
conditions, mineral prices, and financial, business and other factors will have an impact on our operations and future performance, and
many of these factors are beyond our control. As such, we cannot assure investors that we will be able to generate sufficient cash flow
to pay the interest on any debt, or that future working capital, borrowings, or equity financing will be available to pay or refinance
such debt or meet future debt covenants. Factors that will affect our ability to raise cash through an offering of securities or a refinancing
of any debt include financial market conditions, the value of our assets, and our performance at the time we are seeking to raise capital.
We cannot assure investors that we will have sufficient funds to make such payments. If we do not have sufficient funds and are otherwise
unable to negotiate renewals of our current borrowings or to arrange for new financing, we might be required to take measures to generate
liquidity, such as selling some or all of our assets. Any such sales could have a material adverse effect on our business, operations
and financial results. Moreover, failure to obtain additional financing, if required, on a timely basis, could cause us to reduce or delay
our proposed operations.

 We may need to raise additional
capital in order to complete our programs and commence commercial operations and there is no assurance that we will be able to obtain
adequate financing in the future or that such financing will be available to us on advantageous terms.

 Global Gas' securities are not listed
on a national securities exchange, which may limit investors' ability to make transactions in Global Gas' securities and subject
Global Gas to additional trading restrictions.

 Global Gas' securities
are currently quoted on the OTCQB rather than being listed on a national securities exchange. As a result, we could face significant
material adverse consequences, including: (i) a limited availability of market quotations for our securities, (ii) reduced liquidity
for our securities, (iii) a determination that our public shares are "penny stocks" which will require brokers trading in
our public shares to adhere to more stringent rules, including being subject to the depository requirements of Rule 419 of the Securities
Act, and possibly result in a reduced level of trading activity in the secondary trading market for our securities, (iv) a decreased
ability to issue additional securities or obtain additional financing in the future, and (v) a less attractive acquisition vehicle to
a target business in connection with an initial business combination. The National Securities Markets Improvement Act of 1996, which
is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as "covered
securities." Global Gas' securities no longer qualify as covered securities under such statute and we are subject to regulation
in each state in which we offer our securities.

 The business strategies and management's
expectations may not prove to be reflective of actual future results.

 This Annual Report contains
descriptions of the business strategy and management's expectations of Global Gas. Accordingly, such projections and forecasts
should not be viewed as public guidance. These strategies and expectations are based on numerous variables and assumptions which are inherently
uncertain and may be beyond the control of Global Gas and exclude, among other things, transaction-related expenses. Important factors
that may affect actual results and results of Global Gas' operations following the Business Combination, or could lead to such strategies
and expectations not being achieved include, but are not limited to: customer demand for Global Gas' products; an evolving competitive
landscape; rapid technological change; margin shifts in the industry; regulatory changes; successful management and retention of key personnel;
unexpected expenses; and general economic conditions. Investors are cautioned not to place undue reliance on the strategies and expectations
of Global Gas, as such strategies and expectations may be materially different than actual results.

 Global Gas will incur significant increased
expenses and administrative burdens as a public company, which could have an adverse effect on its business, financial condition and operating
results.

 Global Gas will face increased
legal, accounting, administrative and other costs and expenses as a public company that Global Hydrogen did not incur as a private company
and these expenses may increase even more after Global Gas is no longer an "emerging growth company." The Sarbanes-Oxley
Act, including the requirements of Section 404, as well as rules and regulations subsequently implemented by the SEC, the Dodd-Frank
Wall Street Reform and Consumer Protection Act of 2010 and the rules and regulations promulgated and to be promulgated thereunder,
the Public Company Accounting Oversight Board (United States) and the securities exchanges and the listing standards of Nasdaq, impose
additional reporting and other obligations on public companies. Compliance with public company requirements will increase costs and make
certain activities more time consuming and could require the management team of Global Gas to devote significant time and resources to
such compliance. A number of those requirements require Global Gas to carry out activities Global Gas has not done previously. For example,
Global Gas created new board committees, entered into new insurance policies and adopted new internal controls and disclosure controls
and procedures. In addition, expenses associated with SEC reporting requirements will be incurred. Global Gas may be required to expand
its staff to ensure that its workforce has the requisite experience to implement these changes.

 Furthermore, if any issues
in complying with those requirements are identified (for example, if management or Global Gas' independent registered public accounting
firm identifies a material weakness or significant deficiency in the internal control over financial reporting), Global Gas could incur
additional costs rectifying those issues, the existence of those issues could adversely affect Global Gas' reputation or investor
perceptions of it and it may be more expensive to obtain director and officer liability insurance. Risks associated with Global Gas'
status as a public company may make it more difficult to attract and retain qualified persons to serve on the Global Gas Board or as executive
officers.

 In addition, as a public
company, Global Gas may be subject to stockholder activism, which can lead to substantial costs, distract management and impact the manner
in which Global Gas operates its business in ways Global Gas does not currently anticipate. As a result of disclosure of information in
this Annual Report and in filings required of a public company, Global Gas' business and financial condition will become more visible,
which may result in threatened or actual litigation, including by competitors and other third parties. If such claims are successful,
Global Gas' business and results of operations could be materially adversely affected and even if the claims do not result in litigation
or are resolved in Global Gas' favor, these claims and the time and resources necessary to resolve them could divert the resources
of Global Gas' management and adversely affect its business and results of operations. The additional reporting and other obligations
imposed by these rules and regulations will increase legal and financial compliance costs and the costs of related legal, accounting and
administrative activities. These increased costs will require Global Gas to divert a significant amount of money that could otherwise
be used to expand the business and achieve strategic objectives. Advocacy efforts by stockholders and third parties may also prompt additional
changes in governance and reporting requirements, which could further increase costs.

 Our warrant agreement designates the courts
of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive
forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of
warrant holders to obtain a favorable judicial forum for disputes with us and Global Gas.

 Our warrant agreement provides
that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to the warrant
agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States
District Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction
shall be the exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and
that such courts represent an inconvenient forum.

 Notwithstanding the foregoing,
these provisions of the warrant agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act
or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person
or entity purchasing or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to have consented
to the forum provisions in our warrant agreement. If any action, the subject matter of which is within the scope the forum provisions
of the warrant agreement, is filed in a court other than a court of the State of New York or the United States District Court
for the Southern District of New York (a "foreign action") in the name of any holder of our warrants, such holder shall
be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York
in connection with any action brought in any such court to enforce the forum provisions (an "enforcement action"), and (y) having
service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder's counsel in
the foreign action as agent for such warrant holder.

 This choice-of-forum provision
may limit a warrant holder's ability to bring a claim in a judicial forum that it finds favorable for disputes with Global Gas,
which may discourage such lawsuits. Alternatively, if a court were to find this provision of our warrant agreement inapplicable or unenforceable
with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving
such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations
and result in a diversion of the time and resources of our management and Board.

 ITEM 1B. UNRESOLVED
STAFF COMMENTS

 Not
applicable.

 ITEM 1C. CYBERSECURITY

 We
employ procedures designed to identify, protect, detect and respond to and manage reasonably foreseeable cybersecurity risks and threats.
To protect our information systems from cybersecurity threats, we use various security tools that help prevent, identify, escalate, investigate,
resolve and recover from identified vulnerabilities and security incidents in a timely manner. These include, but are not limited to,
internal reporting, monitoring and detection tools, employee education, password encryption, frequent password change events, firewall
detection systems, anti-virus software in-place and frequent backups.

 We
regularly assess risks from cybersecurity and technology threats and monitor our information systems for potential vulnerabilities, including
those that could arise from internal sources and external sources such as third-party service providers we do business with. We use a
widely-adopted risk quantification model to identify, measure and prioritize cybersecurity and technology risks and develop related security
controls and safeguards. We conduct regular reviews and tests of our information security program and also leverage audits by our internal
audit team, tabletop exercises, penetration and vulnerability testing, simulations, and other exercises to evaluate the effectiveness
of our information security program and improve our security measures and planning. We may and are considering whether to further engage
an assessor(s), consultant(s), auditor(s) or other third party(s) to supplement our processes.

 To
date, we have not experienced any attacks intended to lead to interruptions and delays in our service and operations as well as loss,
misuse or theft of personal information (of third parties, employees, and our members) and other data, confidential information or intellectual
property. Any significant disruption to our service or access to our systems in the future could adversely affect our business and results
of operation. Further, a penetration of our systems or a third-party's systems or other misappropriation or misuse of personal information
could subject us to business, regulatory, litigation and reputation risk, which could have a negative effect on our business, financial
condition and results of operations. See " Risk Factors - Our business and operations would suffer in the event of computer system
failures, cyber-attacks or deficiencies in our or third parties' cybersecurity."

 The
 Board oversees our annual enterprise risk assessment, where we assess key risks within the company, including security and technology
risks and cybersecurity threats. The Audit Committee of the Board oversees our cybersecurity risk and receives regular reports from our
management team on various cybersecurity matters, including risk assessments, mitigation strategies, areas of emerging risks, incidents
and industry trends, and other areas of importance.

 ITEM 2. PROPERTY

 Our
headquarters are located in New York, New York. We lease approximately 125 square feet of space at this location. We do not own any property.
We believe our current facilities are adequate for our current operating needs.

 ITEM 3. LEGAL
PROCEEDINGS

 We
do not consider any claims, lawsuits, or proceedings that are currently pending against Global Gas, individually or in the aggregate,
to be material to our business or likely to result in a material adverse effect on our future operating results, financial condition,
or cash flows. From time to time, we may be subject to various claims, lawsuits, and other legal and administrative proceedings that may
arise in the ordinary course of business. Some of these claims, lawsuits, and other proceedings may range in complexity and result in
substantial uncertainty; it is possible that they may result in damages, fines, penalties, non-monetary sanctions, or relief.

 ITEM 4. MINE
SAFETY DISCLOSURES

 Not
applicable.

 ITEM 5. MARKET
FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Market Information

 Our
Class A common stock and warrants are quoted on the OTCQB under the symbols "HGAS" and "HGASW," respectively.

 Holders

 As
of December 31, 2024, there were 11 holders of record of our common stock and 2 holders of record of our warrants.

 Dividends

 The
Company has not paid any cash dividends on the Class A Common Stock to date. The Company may retain future earnings, if any, for future
operations, expansion and debt repayment and has no current plans to pay cash dividends for the foreseeable future. Any decision to declare
and pay dividends in the future will be made at the discretion of the Board and will depend on, among other things, the Company's
results of operations, financial condition, cash requirements, contractual restrictions and other factors that the Board may deem relevant.
In addition, the Company's ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness
the Company or its subsidiaries incur. The Company does not anticipate declaring any cash dividends to holders of the Class A Common Stock
in the foreseeable future.

 Recent Sales of Unregistered
Securities; Use of Proceeds from Registered Securities

 None.

 ITEM 6. [RESERVED]

 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 The following "Management's
Discussion and Analysis of Financial Condition and Results of Operations" should be read in conjunction with our audited consolidated
financial statements for the year ended December 31, 2024 and for the period from February 16, 2023 (inception) to December 31, 2023,
our audited financial statements for the period from February 16, 2023 (inception) to March 31, 2023, and other information included elsewhere
in this report. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ
materially from such forward-looking statements. Factors that could cause or contribute to those differences include, but are not limited
to, those identified below and those discussed in the sections titled "Risk Factors" and "Cautionary Note Regarding
Forward-Looking Statements" included elsewhere in this report. Additionally, our historical results are not necessarily indicative
of the results that may be expected in any future period. Amounts are presented in U.S. dollars.

 Unless the context otherwise
requires, references in this "Management's Discussion and Analysis of Financial Condition and Results of Operations"
to "we," "us," "our" and "the Company" generally refer to Global Hydrogen in in the present
tense or Global Gas from and after the Business Combination.

 Cautionary Note Regarding Forward-Looking Statements

 This report contains certain
"forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 (the "PSLRA").
Forward-looking statements may be identified by the use of words such as "anticipate," "believe," "continue,"
"could," "estimate," "expect," "intend," "may," "might," "plan,"
"possible," "potential," "predict," "project," "should," "would,"
"will," "shall," "seek," "result," "become," "target" or other
similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence
of these words does not mean a statement is not forward looking. Indications of, and guidance or outlook on, future earnings, dividends
or financial position or performance are also forward looking statements. These forward-looking statements include, but are not limited
to: (1) references with respect to the anticipated benefits of the proposed Business Combination and anticipated closing timing;
(2) the anticipated capitalization and enterprise value of the combined company following the consummation of the proposed Business
Combination; (3) current and future potential commercial and customer relationships; and (4) anticipated demand for New Global's
product and service offerings.

 These
forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially, and potentially
adversely, from those expressed or implied in the forward-looking statements. Forward-looking statements are predictions, projections
and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks
and uncertainties. Most of these factors are outside the Company's control and are difficult to predict. Factors that may cause
such differences include, but are not limited to: (i) risks relating to the uncertainty of the projected financial information with
respect to Global Hydrogen; (ii) risks relating to Global Hydrogen's operations and business, including its ability to raise
financing, hire employees, secure supplier, customer and other commercial contracts, obtain licenses and information technology and protect
itself against cybersecurity risks; (iii) intense competition and competitive pressures from other companies worldwide in the industries
in which it operates; (iv) litigation and the ability to adequately protect its intellectual property rights; (v) changes in
applicable laws or regulations; and (vi) the possibility that Global Hydrogen may be adversely affected by other economic, business
and/or competitive factors.

 These
forward-looking statements should not be relied upon as representing the Company's assessments as of any date subsequent to the
date of this report. Accordingly, undue reliance should not be placed upon the forward-looking statements.

 Global Gas Corporation is
a nascent pure-play hydrogen and carbon recovery project developer and industrial gas supplier that has commenced initial operations and
is building a growing project development pipeline. Potential projects are added to the project development pipeline only after Global
Hydrogen has met with the potential customer, discussed the scope of the project and discussed the project's feasibility, preliminary
sizing and design. Since its inception, Global Hydrogen has worked to establish relationships in the form of channel checks with non-exclusive
independent equipment suppliers and discussions with vendors, but the Company has not yet generated any revenue or reached final terms
with any paying customers or suppliers. As we expand our operations, we intend to offer potential customers reliable, low-carbon and clean
hydrogen, pure carbon dioxide, and other gases generated from a variety of feedstocks. We intend for our operations to include (i) the
sourcing, identification, evaluation and vetting of offtake customers seeking to purchase industrial gases, (ii) the securing of
local feedstocks, equipment, and utilities, (iii) the planning and management of projects and (iv) the structuring and financing
of our projects. We intend to offer our customers attractive pricing as we select and secure local, often waste, feedstock, and plan to
deploy established industrial gas generation, storage, compression, and dispensing technologies in our projects. On each planned project,
we seek to sell multiple gas products, sourced from a single feedstock, for offtake to customers. We also intend to utilize and bring
to market secondary offtake products such as oxygen. Global Hydrogen is currently a minority-owned business and we are targeting both
privately- and publicly-funded hydrogen development and selected carbon recovery projects, including projects supported by local, county,
state, and national-level governments in North America, Western Europe, and Great Britain.

 In selecting feedstock to
generate industrial gases, we will primarily target renewable waste and will need to seek arrangements with owners of renewable waste
feedstock, such as wastewater treatment plants, landfills, food waste processing facilities, and agricultural farms, to access their renewable
waste feedstock. In addition to generating industrial gases from renewable waste feedstock, we plan to generate gases from non-renewable
sources including pipeline natural gas. We will need to seek arrangement with owners of such non-renewable feedstock. On projects where
a non-renewable, or high greenhouse gas output, energy source is used, as well as on selected other projects where such technology is
required to produce clean hydrogen, we may deploy carbon recovery technology — more commonly known as carbon capture technology.

 On the hydrogen side, we
seek to serve traditional industrial gas customers, and are particularly focused on plans to serve the rapidly growing hydrogen-as-energy-carrier
market, comprising heavy duty hauling transportation operators such as transit bus agencies, long haul truck fleet operators, truck leasing
operators, and refuse collection truck operators, many of whom are considering deploying hydrogen fuel cell powertrain vehicles to decarbonize
their fleets which currently runs almost exclusively on diesel. On the carbon dioxide side, we target both traditional industrial users
of the gas, including food & beverage grade users such as brewers and beverage bottlers requiring carbonation, as well as emerging
users such as the producers of green building materials.

 Our growth strategy is based
on developing our ability to place modular generation, recovery, storage, and dispensing solutions in closer geographic proximity to our
end customers — onsite in many cases — and our ability to produce and sell multiple outputs from a single
feedstock input. We hope that these plans, if successfully carried out, will allow us to produce clean hydrogen and carbon dioxide at
a net cost normally seen only in larger scale plants and which supports competitive market prices for our end products. Additionally,
governments at all levels in North America and Western Europe have and are deploying substantial incentives to mitigate the impact of
climate change and to decarbonize their economies. We believe we are well-placed to benefit as a developer of projects eligible for several
of these incentives, such as the hydrogen tax production credits and the investment tax credits made available in the United States
through the Inflation Reduction Act of 2022.

 Global Gas has not yet generated
any revenue and does not anticipate generating revenue from the sale of systems and equipment to customers in 2025. Global Hydrogen
management actively reviews its project development pipeline and activity with potential customers. Potential projects are added to the
project development pipeline only after Global Hydrogen has met with the potential customer, discussed the scope of the project and discussed
the project's feasibility, preliminary sizing and design. Management has determined that its projections are reasonable based on
its review and status of its potential projects. Global Hydrogen has not yet successfully closed on any project.

 Global
Hydrogen is headquartered in New York, New York and its corporate website is globalhydrogen.co. Global Hydrogen's website
and the information contained on, or that can be accessed through, such website is not deemed to be incorporated by reference in, and
is not considered part of, this proxy statement.

 While Global Hydrogen does not have significant past operating history,
Global Hydrogen's management is aware that the future operating results and future financial condition of Global Hydrogen may be
different than our past operating results and financial condition. Major factors that will have a material impact on future financial
results and condition include whether Global Hydrogen will be able to sign contracts with customers and suppliers necessary to undertake
the business plan. Even if such contracts are signed, our business plan is complex and there are many factors which could impact our operating
results and financial condition including delays in projects, volatility in the price of our raw materials and products, and volatility
in the demand for our services and products.

 Recent Developments

 Recent events impacting our business are as follows:

 Business Combination

 On May 14, 2023, the Company,
entered into a Unit Purchase Agreement (the "Purchase Agreement"), by and among Global Gas Holdings LLC, a Delaware limited
liability company and a direct, wholly owned subsidiary of Dune ("Holdings"), Dune Acquisition Corporation, a Delaware corporation
("Dune").

and subject to the conditions of the Purchase Agreement, at the closing of the Business Combination (the "Closing"), (a) Dune
will contribute to Holdings all of its assets (excluding its interests in Holdings and the aggregate amount of cash proceeds required
to satisfy any redemptions by Dune's public stockholders ("Dune Stockholder Redemptions")), and in exchange therefore,
Holdings will issue to Dune a number of common equity units of Holdings ("Holdings Common Units") which will equal the number
of total shares of Dune's Class A common stock, par value $0.0001 per share ("Dune Class A Common Stock"), issued and
outstanding immediately after the Closing (taking into account any equity financing agreements entered into by Dune between the signing
date of the Purchase Agreement and the Closing and giving effect to all Dune Stockholder Redemptions) (such transactions, the "SPAC
Contribution") and (b) immediately after the SPAC Contribution, the members of the Company will transfer, convey, assign and deliver
all of the limited liability company equity interests of the Company ("Company Units") to Holdings in exchange for shares
of Dune's Class B voting non-economic common stock, par value $0.0001 per share ("Dune Class B Common Stock" and, together
with Dune Class A Common Stock, "Dune Common Stock"), and Holdings Common Units (together with the SPAC Contribution, the
"Combination Transactions"), as a result of which, (i) each issued and outstanding Company Unit immediately prior to the Combination
Transactions will be held by Holdings, (ii) each Seller will receive an aggregate number of Holdings Common Units and shares of Dune Class
B Common Stock equal to the number of Company Units held by such Seller, multiplied by the Company Exchange Ratio (as defined below),
and (iii) Dune will change its name to Global Gas Corporation ("New Global Hydrogen") and New Global Hydrogen will be the
publicly traded reporting company in an "Up-C" Structure (clauses (i) through (iii) collectively, and together with the Combination
Transactions and the other transactions contemplated by the Purchase Agreement, being referred to collectively hereafter as the "Transactions").

 On December 21, 2023 (the
"Closing "), the Business Combination was consummated. In connection with the closing of such Business Combination, the Company
changed its name to Global Gas Corporation, and on December 22, 2023, the Company's Class A Common Stock (as defined below) and
warrants began trading on The Nasdaq Capital Market ("Nasdaq").

 In
accordance with the terms and subject to the conditions of the Purchase Agreement and the other transactions contemplated thereby (the
"Business Combination"), at the closing of the Business Combination on December 21, 2023, (a) Dune contributed to Holdings
all of its assets (excluding its interests in Holdings and the aggregate amount of cash proceeds required to satisfy redemptions by Dune's
public stockholders ("Stockholder Redemptions")), and in exchange therefore, Holdings issued to Dune a number of common equity
units of Holdings ("Holdings Common Units") which equal the number of total shares of Class A common stock, par value $0.0001
per share ("Class A Common Stock"), of Dune issued and outstanding immediately after the Closing (giving effect to all Stockholder
Redemptions) (such transactions, the "SPAC Contribution") and (b) immediately after the SPAC Contribution, 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 Class B voting non-economic common stock, par value $0.0001 per share ("Class B Common Stock"),
of Dune and Holdings Common Units (together with the SPAC Contribution, the "Combination Transactions"), as a result of which,
(i) each issued and outstanding Global Hydrogen Unit immediately prior to the Combination Transactions is now held by Holdings, (ii) each
Seller received an aggregate number of Holdings Common Units and shares of Class B Common Stock, in each case, equal to the number of
Global Hydrogen Units held by such Seller, multiplied by the applicable exchange ratio, and (iii) Dune changed its name to Global Gas
Corporation and the Company became the publicly traded reporting company. The effective time of the Business Combination on the Closing
Date is referred to as the "Effective Time."

 The Business Combination
was accomplished through what is commonly referred to as an "Up-C" structure, which is often used by partnerships and limited
liability companies undertaking an initial public offering. The "Up-C" structure allowed the Sellers, who became equity holders
of Holdings upon the consummation of the Combination Transactions, to retain their equity ownership in Holdings, an entity that is classified
as a partnership for United States federal income tax purposes, in the form of Holdings Common Units after the Closing, and provides potential
future tax benefits for both the Company and Holdings' equity holders (other than the Company) after the Closing when they ultimately
exchange their Holdings Common Units.

and subject to the conditions of the Purchase Agreement, at the Closing, the issued and outstanding Global Hydrogen Units of each Seller
were transferred, conveyed, assigned and delivered in exchange for (i) a number of shares of Class B Common Stock equal to the product
of (x) the number of Global Hydrogen Units held by such Seller and (y) the exchange ratio determined by dividing (A) the quotient of $43,000,000
divided by the number of Global Hydrogen Units issued and outstanding immediately prior to the Closing by (B) $10.00 per share and (ii)
a number of Holdings Common Units equal to the number of shares of Class B Common Stock received by such Seller pursuant to clause (i)
hereof.

 The
Business Combination was accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, although
Dune acquired all of the outstanding equity interests of Global Hydrogen in the Business Combination, Dune was treated as the "acquired"
company and Global Hydrogen was treated as the accounting acquirer for financial statement reporting purposes. Accordingly, the Business
Combination was treated as the equivalent of Global Hydrogen issuing stock for the net assets of Dune, accompanied by a recapitalization.
The net assets of Dune were stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business
Combination were those of Global Hydrogen.

 Employment Agreement

 Effective June 17, 2024,
William Bennet Nance, Jr., the former Chief Executive Officer of Global Hydrogen and a former director of the Company, was terminated
by the Company for "Cause" (as defined in the employment agreement) and his related employment agreement with Global Hydrogen
was terminated. Pursuant to the employment agreement, Mr. Nance's termination as an officer triggered his immediate and automatic
resignation as a director of the Company.

 Forfeiture Agreements

 On
March 4, 2024, the Company entered into Forfeiture Agreements" with certain holders of the Company's Class B common stock.
Pursuant to the Forfeiture Agreements, such holders forfeited an aggregate of 1,600,000 Forfeited Shares in exchange for consideration
previously received. After the forfeitures of the Forfeited Shares pursuant to the Forfeiture Agreements, such holders continue to hold
an aggregate of 2,700,000 shares of the Company's Class B common stock.

 Delisting of common stock and warrants

 On
December 22, 2023, the Company received a notice (the "Notice") from the staff of the Listing Qualifications Department of
Nasdaq indicating that, unless the Company timely requested a hearing before the Nasdaq Hearings Panel (the "Panel"), the
Company's securities (common stock and warrants) would be subject to suspension and delisting from Nasdaq on January 3, 2024, due
to the Company's failure to satisfy the initial listing standards of The Nasdaq Capital Market upon closing of the Company's
previously announced business combination in accordance with Nasdaq Rule 5101-2. Specifically, the Company was unable to demonstrate compliance
with the Stockholders Equity, Publicly Held Shares, Market Value of Listed Securities and Market Value of Publicly Held Shares requirements
set forth in Nasdaq Rule 5505. The Company timely requested a hearing before the Panel, which resulted in a stay of any suspension or
delisting action pending the hearing. The Company was granted until June 20, 2024 to demonstrate compliance with the above-referenced
listing rules but was unable to do so by such date. As a result, on June 21, 2024, the Company received notice that the Panel had determined
to delist the Company's securities from Nasdaq and would suspend trading in its securities on the exchange effective at the open
of business on June 25, 2024. Since the delisting, the Company's common stock and warrants have been trading on the OTCQB with trading
symbols "HGAS" and "HGASW", respectively.

 Results of Operations

 As of December 31, 2024,
the Company has not generated any revenue. As of December 31, 2024, the Company's expenses have been related to initial operations
and efforts to source materials for future projects and to undertake conversations with potential customers.

 The following tables set
forth our consolidated statement of operations for the year ended December 31, 2024 and the period from February 16, 2023 (inception)
to December 31, 2023, and the dollar and percentage change between the two periods:

 For the Year Ended December 31,

 Period from
 February 16,
 2023
 (inception) to

 2024

 2023

 $ Change

 % Change

 Costs and expenses:

 General and administrative

 $
 551,983

 $
 408,453

 $
 143,350

 %

 Start up costs

 -

 (574
)

 (100
)%

 Total costs and expenses

 551,983

 409,027

 142,956

 %

 Operating loss

 (551,983
)

 (409,027
)

 (142,956
)

 %

 Other income (expense):

 Interest income

 17,033

 1,051

 15,982

 1,521
 %

 Change in fair value of warrants liabilities

 404,250

 107,800

 296,450

 %

 Loss before income taxes

 (130,700
)

 (300,176
)

 169,476

 (56
)%

 Income tax expense

 -

 -

 -

 -

 $
 (130,700
)

 $
 (300,176
)

 $
 169,476

 (56
)%

 NM*-Percentage
 change non meaningful

 General and administrative expenses

 General and administrative
expenses increased by $143,350 for the year ended December 31, 2024 compared to the period from February 16, 2023 (inception) to December
31, 2023, primarily related to stock based compensation expense, franchise tax expense, legal fees and professional fees.

 Start-up costs

 Start-up cost of $574 was
incurred at inception of the Company for the period from February 16, 2023 (inception) to December 31, 2023, respectively.

 Interest income

 For the year ended December
31, 2024 and the period from February 16, 2023 (inception) to December 31, 2023, the Company earned $17,033 and $1,051, respectively,
of interest income on cash equivalents.

 Change in fair value of warrants liabilities

 The
change in fair value of warrant liabilities of $404,250 and $107,800, respectively, is recognized into other expense and other income
for the year ended December 31, 2024 and the period from February 16, 2023 (inception) to December 31, 2023.

 Liquidity and Capital Resources

 Since inception, the Company's
primary sources of liquidity have been cash flows from contributions from a member and a related party. The Company had $114,146 in cash
and cash equivalents, a working capital deficit of $418,940, and an accumulated deficit of $446,808 as of December 31, 2024.

 The Company intends to operate
with its current cash and cash equivalents on hand. In the future, the Company may borrow money and sell equity to finance its operations.
As the Company has a limited operating history, its liquidity and capital resources may change substantially from past results.

 The Company's future
capital requirements will depend on many factors, including the Company's revenue growth rate, the timing and extent of spending
to support further sales and marketing and research and development efforts. In order to finance these opportunities, the Company will
need to raise additional financing. While there can be no assurances, the Company intends to raise such capital through issuances of additional
equity. If additional financing is required from outside sources, the Company may not be able to raise it on terms acceptable to the Company
or at all. If the Company is unable to raise additional capital when desired, the Company's business, results of operations and
financial condition would be materially and adversely affected.

 As a result of the above,
in connection with the Company's assessment of going concern considerations in accordance with Financial Accounting Standard Board's
("FASB") ASC Subtopic 205-40, "Going Concern," management has determined that the Company's liquidity condition
raises substantial doubt about the Company's ability to continue as a going concern through twelve months from the date these consolidated
financial statements are available to be issued. These consolidated financial statements do not include any adjustments relating to the
recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue
as a going concern.

 Cash flows for the year ended December 31,
2024 and the period from February 16, 2023 (inception) to December 31, 2023.

 The following table summarizes
cash flows from operating and financing activities for the year ended December 31, 2024 and the period from February 16, 2023 (inception)
to December 31, 2023:

Year Ended

 2024

 period from
 February 16,
 2023
 (inception) to
 2023

 Net cash and cash equivalents used in operating activities

 $

 (1,344,037

)

 $

 (159,196

)

 Net cash and cash equivalents provided by financing activities

 $

 274,855

 $

 1,342,524

 Cash flows from operating activities

 Net cash and cash equivalents used in operating activities for the
year ended December 31, 2024 was $1,344,037, primarily related the decrease in accounts payable and accrued expenses, increase in deposit,
increase in stock-based compensation expense and increase in prepaid expenses and other receivables and change in fair value of warrant
liabilities partially offset by an increase in deferred revenue and net loss for the period.

 Net cash and cash equivalents
used in operating activities for the period from February 16, 2023 (inception) to December 31, 2023 was $159,196, primarily related to
the net loss for the period partially offset by the increase in accounts payable and accrued expense.

 Cash flows from financing activities

 Net cash and cash equivalents provided by financing activities during
the year ended December 31, 2024 was $274,855, consisting primarily of the proceeds received from forward purchase agreement contract.

 Net cash and cash equivalents
provided by financing activities during the period from February 16, 2023 (inception) to December 31, 2023 was $1,342,524, consisting
primarily of capital contribution from members, proceeds from reverser recapitalization and proceeds from promissory notes – related
party.

 Critical Accounting Policies

 The preparation of our consolidated
financial statements in conformity with GAAP requires management to make judgments, estimates and assumptions that impact the amounts
reported in our consolidated financial statements and accompanying notes that are not readily apparent from other sources. The estimates
and associated assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ
from these estimates.

 The estimates and underlying
assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is
revised, if the revision affects only that period, or in the period of the revision and future periods, if the revision affects both current
and future periods.

 A summary of our significant
accounting policies is included in Note 3, "Summary of significant accounting policies" to the accompanying consolidated financial
statements. Certain of our accounting policies are considered critical, as these policies require significant, difficult or complex judgments
by management, often requiring the use of estimates about the effects of matters that are inherently uncertain. Our critical policies
are summarized in Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" of
our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

 Fair Value Measurement

 We
determine the fair value of financial assets and liabilities using the fair value hierarchy established in Accounting Standards Codification
("ASC") Topic 820, Fair Value Measurement ("ASC 820"). ASC 820 identifies fair value as the exchange
price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants. The hierarchy describes three levels of inputs that may be used to measure fair value, as follows:

 Level 1: Inputs are quoted prices in active markets for identical assets or liabilities.

 Level 2: Inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs (other than quoted prices) that are observable for the asset or liability, either directly or indirectly.

 Level 3: Inputs are unobservable for the asset or liability.

 Management uses valuation
techniques in measuring the fair value of financial instruments, where active market quotes are not available.

 Stock - Based Compensation

stock-based compensation in accordance with the fair value recognition provisions of the Financial Accounting Standards Board ("FASB")
Accounting Standards Codification ("ASC") No. 718. The Company issues restricted stock to employees and officers.
Costs for these transactions are measured at the fair value of the equity instruments issued at the date of grant.

 Warrants

 The Company reviews the terms
of warrants to purchase its common stock to determine whether warrants should be classified as liabilities or stockholders' deficit
in its consolidated balance sheets. In order for a warrant to be classified in stockholders' deficit, the warrant must be (i) indexed
to the Company's equity and (ii) meet the conditions for equity classification.

 If
a warrant does not meet the conditions for stockholders' deficit classification, it is carried on the consolidated balance sheets
as a warrant liability measured at fair value, with subsequent changes in the fair value of the warrant recorded in other non-operating
losses (gains) in the consolidated statements of operations. If a warrant meets both conditions for equity classification, the warrant
is initially recorded, at its relative fair value on the date of issuance, in stockholders' deficit in the consolidated balance
sheets, and the amount initially recorded is not subsequently remeasured at fair value.

 Business Combinations

 The Company evaluates whether
acquired net assets should be accounted for as a business combination or an asset acquisition by first applying a screen test to determine
whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar
identifiable assets. If so, the transaction is accounted for as an asset acquisition. If not, the Company applies its judgement to determine
whether the acquired net assets meets the definition of a business by considering if the set includes an acquired input, process, and
the ability to create outputs.

business combinations using the acquisition method when it has obtained control. The Company measures goodwill as the fair value of the
consideration transferred including the fair value of any non-controlling interest recognized, less the net recognized amount of the identifiable
assets acquired and liabilities assumed, all measured at their fair value as of the acquisition date. Transaction costs, other than those
associated with the issuance of debt or equity securities, that the Company incurs in connection with a business combination are expensed
as incurred.

 Any contingent consideration
("Earnout liabilities") is measured at fair value at the acquisition date. For contingent consideration that does not meet
all the criteria for equity classification, such contingent consideration is required to be recorded at its initial fair value at the
acquisition date, and on each balance sheet date thereafter. Changes in the estimated fair value of liability-classified contingent consideration
are recognized on the consolidated statements of operations in the period of change.

 When the initial accounting
for a business combination has not been finalized by the end of the reporting period in which the transaction occurs, the Company reports
provisional amounts. Provisional amounts are adjusted during the measurement period, which does not exceed one year from the acquisition
date. These adjustments, or recognition of additional assets or liabilities, reflect new information obtained about facts and circumstances
that existed at the acquisition date that, if known, would have affected the amounts recognized at that date.

 Income taxes

 The Company follows the asset
and liability method of accounting for income taxes under FASB ASC 740, which requires an asset and liability approach to financial accounting
and reporting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable
to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which
those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in
tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary,
to reduce deferred tax assets to the amount expected to be realized.

 FASB ASC 740 prescribes a
recognition threshold and a measurement attribute for the financial statement recognition and the measurement of tax positions taken or
expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained
upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as
income tax expense. The Company is currently not aware of any issues under review that could result in significant payments, accruals
or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

 New Accounting Pronouncements

 Recently Issued Accounting Standards

 The
Company is expected to be an "emerging growth company" as defined in Section 2(a) of the Securities Act of 1933,
as amended, (the "Securities Act"), as modified by the Jumpstart Our Business Startups Act of 2012 (the "JOBS
Act"). The JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with
new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those
standards would otherwise apply to private companies. The Company has elected to take advantage of the extended transition period to comply
with new or revised accounting standards and to adopt certain of the reduced disclosure requirements available to emerging growth companies.
As a result of the accounting standards election, the Company will not be subject to the same implementation timeline for new or revised
accounting standards as other public companies that are not emerging growth companies which may make comparison of the Company's
consolidated financial statements to those of other public companies more difficult.

 For the impact of recently
issued accounting pronouncements on the Company's consolidated financial statements, see Note 3 to the consolidated financial statements
included in Part I, Item 1 of this Quarterly Report on Form 10-Q and incorporated herein by reference.

 Intellectual Property

 Global Hydrogen does not
currently hold material intellectual property beyond certain logos and domain names assigned to the Company by William Bennett Nance,
Jr.

 Government Regulation

 Global Hydrogen plans to
own and operate hydrogen generation plants and to sell the resulting industrial gas. In many jurisdictions, hydrogen, oxygen, and other
gases we will produce and sell, may be classified as fuel or controlled substances, and as such we may be required to obtain relevant
licensing to produce, store, and sell such substances. We intend to acquire such licenses on a project by project and jurisdiction by
jurisdiction basis.

 Some of these gas generation
plants we build or own may be in jurisdictions where CO2 emissions are subject to government regulation. When we produce hydrogen thermochemically,
we will typically deploy carbon recovery systems to significantly reduce — below relevant jurisdictional limits — or
eliminate the CO2 emissions which otherwise would be released to the atmosphere.

 The construction of facilities
that produce hydrogen will require compliance with government regulation, including local zoning and permitting requirements, such requirements
will depend on the jurisdiction of each project.

 The
distribution of hydrogen, carbon dioxide, and oxygen will require compliance with certain regulatory federal and state regimes and will
depend on the relevant jurisdictions.

 Item 7A. Quantitative and
Qualitative Disclosures about Market Risk

 Not required for smaller
reporting companies.

 Item 8. Financial Statements
and Supplementary Data

 This information appears following Item 15 of
this Report and is included herein by reference.

 Item
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 None.

 Item 9A. Controls and Procedures

 Inherent Limitations on Effectiveness of Controls and Procedures

 In designing and evaluating
our disclosure controls and procedures, management recognizes that any disclosure controls and procedures or internal controls and procedures,
no matter how well-conceived and operated, can provide only reasonable, not absolute, assurance of achieving the desired objectives of
the control system. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints
and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

 Evaluation of Disclosure Controls and Procedures

 We maintain "disclosure
controls and procedures," as defined in Rules 13a-15I and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the
Exchange Act, that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits
under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and
forms, and that such information is accumulated and communicated to the Company's management, including its chief executive officer
and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls
and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management
necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

 Our management, with the
participation of our chief executive officer and our chief financial officer, evaluated the effectiveness of our disclosure controls and
procedures as of December 31, 2024. Based on the evaluation of our disclosure controls and procedures as of December 31, 2024,
our principal executive officer and principal financial officer concluded that, as of such date, our disclosure controls and procedures
were effective at the reasonable assurance level.

 Management's Annual Report on Internal Control over Financial
Reporting

 Our management is responsible
for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f)
of the Exchange Act. Internal control over financial reporting is a process designed under the supervision and with the participation
of our management, including our principal executive officer and principal financial officer, to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

 Internal control over financial
reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal
control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns
resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management
override. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives
of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and
the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation
of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.
Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal
control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore,
it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

 The Company lacks a sufficient number of professionals with an appropriate level of accounting knowledge, training, and experience to
appropriately analyze, record, disclose, and review certain complex accounting matters timely and accurately. The lack of adequate staffing
levels and expertise of unusual or infrequent transactions with complex or infrequently applied accounting topics resulted in the insufficient
level of supervision, review and approval of certain information used to prepare the consolidated financial statements and the maintenance
of effective controls to adequately monitor and review significant transactions for financial statement completeness and accuracy. This
material weakness could result in misstatements to the account balances or disclosures that would result in a material misstatement to
the annual or interim consolidated financial statements that would not be prevented or detected.

 ITEM 9B. OTHER
INFORMATION

 During the quarter ended
December 31, 2024, (i) no director or officer adopted or terminated any "Rule 10b5-1 trading arrangement," as defined in Item
408(a) of Regulation S-K intending to satisfy the affirmative defense conditions of Rule 10b5–1(c) nor any "non-Rule 10b5-1
trading arrangement," as defined in Item 408(a) of Regulation S-K; and (ii) there was no information that was required to be disclosed
on Form 8-K during such quarter but was not.

 ITEM 9C. DISCLOSURE
REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 Not
applicable.

 ITEM 10. DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 Directors and Executive
Officers

 Our current directors and
executive officers are as follows:

 Name

 Age

 Position

 Carter Glatt

 Chairman and Director — Class III

 Jeron Smith

 Director — Class III

 Michael Castaldy

 Director — Class II

 Ben Coates

 Director — Class II

 Shachi Shah

 Chief Operating Officer and Chief Financial Officer

 Board of Directors

 Carter Glatt. Carter
Glatt serves as Chairman and as a Class III Director. Mr. Glatt served as Dune's Chief Executive Officer and Director
from June 2020 until the Closing Date. He most recently from 2018 to 2020 served as the Head of Corporate Development and Senior
Vice President of GTY Technology Holdings Inc., or GTY (Nasdaq: GTYH), a SaaS company that offers a cloud-based suite of solutions for
the public sector which was formerly a SPAC founded by the former chairmen of EMC Corporation, VMware, Inc. and Accenture PLC. In
such role, Mr. Glatt oversaw or was directly involved in all M&A, joint venture, capital raising, investor relations and strategic
alternatives efforts for GTY. Mr. Glatt also previously served as Chief Investment Officer and Managing Partner of delta2 Capital,
a SPAC-focused investment fund. Mr. Glatt's SPAC expertise and operational leadership is complemented by his background in
investment banking. He began his career at Barclays (NYSE: BCS) covering the financial technology, consumer retail and healthcare
industries before becoming a private equity investor. Mr. Glatt holds a BA with Honors from Dartmouth College. Mr. Glatt's
qualifications to serve on the board include his expertise in SPACs, deal sourcing, M&A structuring, and capital raising.

 Jeron Smith. Jeron
Smith serves as a Class III Director. Mr. Smith served on Dune's board of directors from December 2020 until the
Closing Date. Mr. Smith founded Unanimous Media with business partner Stephen Curry of the Golden State Warriors. Unanimous develops
and produces television, film and digital content. Unanimous launched in April 2018 in partnership with Sony Pictures Entertainment.
In 2021, Mr. Smith partnered with Michael Jordan and his son, Jeffrey Michael Jordan, to found Heir Inc., an entertainment and tech
venture geared towards athletes. In conjunction with Sony Pictures Entertainment, Mr. Smith is also a founder of The Incubation Lab,
a culture-forward media incubator founded in 2019. Mr. Smith is a seasoned leader in brand management, helping spearhead the launch
of Stephen Curry 30 Inc., as Chief Marketing Officer, and overseeing Mr. Curry's holistic brand strategy and partnership portfolio.
In his role at Stephen Curry 30 Inc., Mr. Smith developed an industry-leading benchmark formula for player marketing and engineered
various prominent partnership deals. Prior to teaming up with Mr. Curry, Mr. Smith worked at the White House Office of
Digital Strategy under President Barack Obama from 2015 to 2017, where he developed and implemented a comprehensive digital strategy for
the Executive Office of the President including digital content, media partners, whitehouse.gov, as well as @whitehouse and @POTUS social
media channels for specific policy initiatives. Before joining the White House, Mr. Smith served as a Brand Marketing Strategic Lead
across several categories and territories at Nike Inc. While there, Mr. Smith leveraged the integrated marketing mix to launch and
lead disruptive marketing campaigns. In 2015, Mr. Smith was recognized on Forbes' 30 under 30 list for Marketing and Advertising
and the Ad Age 40 Under 40 list, and his expertise in digital marketing is highlighted through his published research in the International
Journal of Mobile Marketing. Mr. Smith holds a B.A. in Business Administration from Howard University, and Master's degrees
from Georgetown University and Columbia University. Mr. Smith's qualifications to serve on our Board include his deal
structuring, operational and marketing expertise.

 Michael Castaldy. Michael
Castaldy serves as a Class II Director. Mr. Castaldy served as Dune's Chief Financial Officer and Director from June 2020
until the Closing Date. He has over twenty-five years of experience as a portfolio manager and currently serves as the Co-Founder
and Managing Partner of Diverse Partners, LP, a multi-strategy hedge fund, founded in 2014, that engages in a broad array of investment
activities, including SPAC investing, private transactions and quantitative volatility trading. Through Diverse Partners, LP, Mr. Castaldy
structured numerous SPAC IPOs and business combinations as well as led venture rounds for SaaS and health technology companies. Prior
to co-founding Diverse Partners, LP, Mr. Castaldy was a proprietary trader at ECHOtrade, LLC trading U.S. equities and options.
Prior to his time at ECHOtrade, LLC, Mr. Castaldy was the Senior Market Strategist at CAM Asset Management, LLC. From 2019 to 2020,
Mr. Castaldy also served as the Chief Financial Officer of Curant, a software startup that has built a mobile platform to enhance
service, payment, and promotions across various sectors. Mr. Castaldy attended the United States Military Academy at West Point,
Hofstra University, and Quantic School of Business and Technology. He has post-graduate certificates in data science and machine learning.
Mr. Castaldy's qualifications to serve on our Board include his investment, capital markets and management expertise.

 Ben Coates. Ben
Coates serves as a Class II Director. Mr. Coates is an experienced global business manager and turnaround chief executive officer.
From August 2021 to April 2023, Mr. Coates was a board member of F45 Training Holdings Inc. ("F45") (NYSE: FXLV),
where he served as a member of F45's Audit Committee until July 2022, when the board of F45 appointed Mr. Coates as Interim
Chief Executive Officer following an unexpected change in management. He relocated to the United States from the United Kingdom for
a period of nine months to April 2023. During this time, Mr. Coates oversaw a reduction in force by 50% and the replacement
of the Chief Financial Officer, the Chairman and several members of the senior management team at F45. As well as restructuring F45's
management, he also reset F45's business strategy to position the company for sustainable growth, and successfully completed a recapitalization
of F45's business and refinancing of its debt facilities. F45 operates over 2,000 fitness studios in over 60 countries and
is regularly recognized as one of the world's fastest growing franchises. Mr. Coates is currently a Director of Coolgardie
Investments, a private investment company that he founded in 2006. Mr. Coates has actively worked with companies affiliated with
Coolgardie since 2014 including as a partner with Prime Production, a global translation company based in the United Kingdom, a Director
with National Civil Group, an Australian civil contracting business, and Glen Eden Pastoral, an Australian rural business, where he currently
serves as a Director. From 2007 to 2014, Mr. Coates held various roles at National Australia Bank ("NAB") at both the
Australia and United Kingdom offices. From 2010 to 2014, Mr. Coates served as Director of Strategy for NAB Europe Ltd., where he
was responsible for strategy and implementation of compliance programs designed to ensure NAB Europe Ltd. operated in accordance with
updated United Kingdom banking and finance legislation. From 2007 to 2010, he served as an Executive Director at NAB Private Wealth, where
he was responsible for origination and distribution of structured investments products across the group. Prior to joining NAB, Mr. Coates
spent several years as General Manager, Funds Management at Hanover Group, where he was responsible for developing and managing the
retail and wholesale fund raising activities as well as chairing the compliance and risk management committee. Mr. Coates commenced
his tertiary education studying Civil Engineering at the University of Sydney before completing his Master of Applied Finance at Macquarie
University and his Diploma of Financial Planning at Deakin University. Mr. Coates' qualifications to serve on our Board include
his breadth of financial and public company management experience, including as a Director and Interim Chief Executive Officer of F45,
an investor and founder of Coolgardie Investments and from prior roles with National Australia Bank.

 Director Independence

 Each of the directors on
the Global Gas Board, other than Carter Glatt, qualifies as an independent director as defined under the Nasdaq listing rules. As such,
the Global Gas Board consists of a majority of independent directors, as defined under the rules of the SEC relating to director independence.
In addition, Global Gas is subject to the rules of the SEC relating to the membership, qualifications and operations of the audit committee,
as discussed below.

 Committees of Global Gas' Board

 Effective upon the consummation
of the Business Combination, the Global Gas Board reconstituted the membership of Dune's standing committees, which are each governed
by the Amended and Restated Charter. Copies of the amended and restated charters for each committee are available on the investor relations
portion of Global Gas' website. Global Gas' Board may establish other committees as it deems necessary or appropriate from
time to time.

 Audit Committee

 Global Gas' audit committee
consists of Michael Castaldy, Ben Coates and Jeron Smith. Each of the members of the Global Gas audit committee satisfies the independence
requirements of Rule 10A-3 under the Exchange Act. Each member of the Global Gas audit committee is able to read and understand fundamental
financial statements. The Global Gas Board has appointed Michael Castaldy as Chair and he is designated as an "audit committee financial
expert" within the meaning of SEC regulations.

 The primary purpose of the
Global Gas audit committee is to discharge the responsibilities of the Global Gas Board with respect to corporate accounting and financial
reporting processes, systems of internal control and financial statement audits, and to oversee Global Gas' independent registered
public accounting firm. Specific responsibilities of Global Gas' audit committee include:

 helping the Global Gas' Board oversee Global Gas' corporate accounting and financial reporting processes;

 managing the selection, engagement, qualifications, independence and performance of a qualified firm to serve as the independent registered public accounting firm to audit Global Gas' financial statements;

 discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent accountants, Global Gas' interim and year-end operating results;

 overseeing the procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

 reviewing related person transactions;

 obtaining and reviewing a report by the independent registered public accounting firm at least annually that describes Global Gas' internal quality control procedures, any material issues with such procedures and any steps taken to deal with such issues when required by applicable law; and

 approving or, as permitted, pre-approving, audit and permissible non-audit services to be performed by the independent registered public accounting firm.

 Global Gas' audit committee
operates under an amended and restated written charter that satisfies the applicable listing standards of Nasdaq.

 Compensation Committee

 Global Gas' compensation
committee consists of Carter Glatt, Michael Castaldy and Jeron Smith. The Global Gas Board has appointed Carter Glatt as Chair. Each member
of the Global Gas compensation committee other than Carter Glatt is a "non-employee director" as defined in Rule 16b-3 promulgated
under the Exchange Act.

 The primary purpose of Global
Gas' compensation committee is to discharge the responsibilities of the Global Gas Board in overseeing compensation policies, plans
and programs and to review and determine the compensation to be paid to executive officers, directors and other senior management, as
appropriate. Specific responsibilities of Global Gas' compensation committee include:

 reviewing and recommending to the Global Gas Board the compensation of Global Gas' chief executive officer and other executive officers;

 reviewing and recommending to the Global Gas Board the compensation of Global Gas' directors;

 administering Global Gas' equity incentive plans and other benefit programs;

 reviewing, adopting, amending and terminating incentive compensation and equity plans, severance agreements, profit sharing plans, bonus plans, change-of-control protections and any other compensatory arrangements for Global Gas' executive officers and other senior management; and

 reviewing and establishing general policies relating to compensation and benefits of Global Gas' employees, including Global Gas' overall compensation philosophy.

 Global Gas' compensation
committee operates under an amended and restated written charter that satisfies the applicable listing standards of Nasdaq.

 Nominating and Governance Committee

 Global Gas' nominating
and governance committee consists of Ben Coates, Carter Glatt and Jeron Smith. The Global Gas Board has appointed Ben Coates as Chair
of the nominating and governance committee.

 Specific responsibilities of Global Gas'
nominating and governance committee include:

 identifying and evaluating candidates, including the nomination of incumbent directors for reelection and nominees recommended by stockholders, to serve on Global Gas' Board;

 considering and making recommendations to Global Gas' Board regarding the composition and chairmanship of the committees of Global Gas' Board;

 developing and making recommendations to Global Gas' Board regarding corporate governance guidelines and matters; and

 overseeing periodic evaluations of the Board's performance, including committees of the Board.

 Global Gas' nominating
and governance committee operates under an amended and restated written charter.

 Executive Officers

 Shachi Shah. Shachi
Shah has served as Chief Operating Officer and Chief Financial Officer of Global Gas since 2023. From 2019 to 2021, Ms. Shah served as
Executive Vice President and Chief Financial Officer of U.S. Real Estate Market Holdings, a capital markets technology company, and from
2021 to 2023, she served as Chief Operating Officer of the same firm. From 2016 to 2019, Ms. Shah was Chief Operating Officer of Urbanr,
a real estate technology company. Ms. Shah was the Co-Head of Client Service Research at Bridgewater Associates from 2014 to 2016. She
was the Managing Director, Global Head of Funds and Advisory at Barclays, a leading, multi-asset investment management specialist servicing
a broad range of institutional clients, from 2005 to 2013. Under her leadership, Barclays' Funds and Advisory business grew to manage
total global assets of over $28 billion and had an award-winning reputation for multi-asset capabilities, customized solutions and inflation/commodity
expertise. Ms. Shah was named Women of Achievement in Financial Service by Women in the City in October 2012, Asset Management CEO of
the Year at the Global Investor/ISF Investment Excellence Awards in June 2012 and was voted as one of the top 50 most influential people
in pensions by Pensions Insight in January 2012. In prior roles at Deutsche Bank, Merrill Lynch and Credit Suisse, she led the development
of innovative solutions and next generation financial products, including the highly acclaimed Dynamic range of fixed income funds and
the Sovereign Plus and Stability Plus funds, among the first commodity strategies in the market. Ms. Shah has more than 20 years of experience
in the financial services industry. She began her career as a lawyer and held both the NY State Bar and UK licenses to practice law prior
to moving full time into financial product development and investment management.

 Code of Business Conduct and Ethics

 We have adopted a code of business conduct and
ethics that applies to all of our executive officers, directors, and employees. The code of business conduct and ethics codifies the business
and ethical principles that govern all aspects of our business.

 Insider Trading Policy

 The Company's directors, officers, employees
and consultants are subject to the Company's insider trading policy, which generally prohibits the purchase, sale or trade of the
Company's securities with the knowledge of material nonpublic information.

 ITEM 11. EXECUTIVE
COMPENSATION

 Global Gas is considered
an emerging growth company for purposes of the SEC's executive compensation disclosure rules. In accordance with such rules, Global
Gas is required to provide tabular disclosure of summary compensation and outstanding equity awards at fiscal year end, as well as limited
narrative disclosures. In general, this disclosure is required for each individual who served as principal executive officer during the
year and the company's two most highly compensated executive officers other than the principal executive officer whose total compensation
for the applicable year exceeded $100,000 and who were serving as executive officers as of the applicable year end.

 Summary Compensation Table

 The following table presents
summary information regarding the total compensation paid by Global Gas for the years ended December 31, 2024 and 2023, for the named
executive officers of the Company.

 Name and Principal Position

 Year

 Salary
 ($)

 Bonus
 ($)

 Stock
 Awards
 ($)

 Non-Equity
 Incentive Plan
 Compensation
 ($)

 All Other
 Compensation
 ($)

 Total
 ($)

 William Nance

 2024

 -

 -

 -

 -

 -

 -

 Former Chief Executive Officer

 2023

 43,750

 -

 -

 -

 -

 43,750

 Shachi Shah

 2024

 -

 -

 37,525

 -

 -

 -

 Chief Financial Officer

 2023

 -

 -

 -

 -

 -

 -

 Outstanding Equity Awards at Fiscal Year End

 The following table presents information regarding
the outstanding stock awards held by the Company's named executive officers at December 31, 2024.

Shares of

Stock That

have not

 Market

Value of

Shares That

have not

 Name

 Vested

 Vested

 William Nance

 --

 $

 Shachi Shah

 100,000

 $
 30,000

 The following table sets forth compensation earned
during the year ended December 31, 2024 by each director who is not a "named executive officer" (as defined in Item 402(m)
of Regulation S-K under the Exchange Act) and served during the year ended December 31, 2024.

 Fees

 Restricted

Stock

 Name

 Earned

 Awards (1)

 Totals

 Jeron Smith

 $
 --

 $
 60,000

 $

 Michael Castaldy

 $
 --

 $
 60,000

 $

 Ben Coates

 $
 --

 $
 60,000

 $

 (1)

 The amounts reported under "Option Awards" are the estimated grant date fair value of restricted stock granted under the 2023 Equity Incentive Plan, with such amount as determined under Financial Accounting Standards Board (" FASB ") Accounting Standard Codification Topic 718, Stock-Based Compensation (" ASC 718 "), with respect to accounting for stock-based compensation. Such estimated fair value amounts do not necessarily correspond to the potential actual value realized of such restricted stock. The assumptions made in computing the estimated fair value of such restricted stock are disclosed in the notes to the Company's consolidated financial statements for the fiscal year ended December 31, 2024.

 ITEM 12. SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

 The following table sets
forth information regarding the beneficial ownership of our common stock as of the date of this Annual Report by:

 each person who is known by the Company to be the beneficial owner of more than five percent (5%) of the outstanding shares of any class of the Company's common stock;

 each current executive officer and director of the Company; and

 all current executive officers and directors of the Company, as a group.

 Beneficial ownership for
the purposes of the following table is determined in accordance with the rules and regulations of the SEC. A person is a "beneficial
owner" of a security if that person has or shares "voting power," which includes the power to vote or to direct the
voting of the security, or "investment power," which includes the power to dispose of or to direct the disposition of the
security or has the right to acquire such powers within 60 days.

 The beneficial ownership percentages set forth in the table below are
based on 6,478,256 and 2,700,000 shares of the Company's Class A Common Stock and Class B Common Stock, respectively, issued and outstanding as of March 31,
2025.

 Unless otherwise noted in
the footnotes to the following table, and subject to applicable community property laws, the persons and entities named in the table have
sole voting and investment power with respect to their beneficially owned common stock.

 Name of Beneficial Owners (1)

 Shares of
 Class A
 Common
 Stock Beneficially
 Owned

 Percentage
 of
 Outstanding
 Class A
 Common
 Stock

 Shares of
 Class B
 Common
 Stock
 Beneficially
 Owned

 Percentage
 of
 Outstanding
 Class B
 Common
 Stock

 Percentage
 of Total
 Voting
 Power

 5% Stockholders:

 Dune Acquisition Holdings LLC (2)

 10,295,833

 51.6
 %

 -

 -
 %

 45.4
 %

 William Bennett Nance, Jr.

 -

 -
 %

 2,000,000

 74.1
 %

 8.8
 %

 Meteora Capital, LLC (3)

 699,746

 3.5
 %

 -

 -
 %

 3.1
 %

 Sergio Martinez

 -

 -
 %

 350,000

 13.0
 %

 1.5
 %

 Barbara Guay Martinez

 -

 -
 %

 350,000

 13.0
 %

 1.5
 %

 Executive Officers and Directors:

 Carter Glatt (2)

 9,162,500

 45.9
 %

 -

 -
 %

 40.4
 %

 Michael Castaldy

 200,000

 -
 %

 -

 -
 %

 -
 %

 William Bennett Nance, Jr.

 -

 -
 %

 2,000,000

 74.1
 %

 8.8
 %

 Jeron Smith

 200,000

 -
 %

 -

 -
 %

 -
 %

 Ben Coates

 200,000

 -
 %

 -

 -
 %

 -
 %

 Shachi Shah(4)

 150,000

 -
 %

 -

 -
 %

 -
 %

 All Directors and Executive Officers as a group (6 individuals)

 9,162,500

 49.7
 %

 2,000,000

 74.1
 %

 52.6
 %

 (1)

 Unless otherwise noted, the business address of each of these stockholders is c/o Global Gas Corporation, 99 Wall Street, Suite 436, New York, New York 10005.

 (2)

 Includes 1,133,333 shares of Class A Common Stock which can be acquired by Dune Acquisition Holdings LLC upon conversion of a promissory note held by Dune Acquisition Holdings LLC and 4,850,000 shares of Class A Common Stock which can be acquired by Dune Acquisition Holdings LLC upon the exercise of private warrants. Also includes an aggregate of 1,826,333 shares of Class A Common Stock which can be acquired by Mr. Glatt and Dune Acquisition Holdings LLC upon conversion of outstanding convertible promissory notes. Dune Acquisition Holdings LLC is the record holder of the shares reported herein. Carter Glatt, Michael Castaldy, Jeron Smith, Cecil White III and Shachi Shah are among the members of Dune Acquisition Holdings LLC and Mr. Glatt is the manager of Dune Acquisition Holdings LLC. Mr. Glatt has voting and investment discretion with respect to the common stock held of record by Dune Acquisition Holdings LLC. Each of Michael Castaldy, Jeron Smith, Cecil White III and Shachi Shah disclaims any beneficial ownership of any shares held by Dune Acquisition Holdings LLC.

 (3)

 Includes shares held by certain funds and managed accounts to which Meteora Capital, LLC serves as investment manager. Mr. Vikas Mittal serves as the managing member of Meteora Capital, LLC. Each may be deemed to be the beneficial owner of the securities held by such entities. Each disclaims any beneficial ownership over such securities except to the extent of his or its pecuniary interest therein. The business address of Meteora Capital, LLC and Mr. Mittalis 1200 N Federal Hwy, Ste 200, Boca Raton, FL 33432. Information derived from a Schedule 13G/A filed on February 14, 2025.

 (4)

 Does not include an aggregate of 100,000 shares of Class A Common Stock that are vest on June 30, 2025 provided Ms. Shah is still employed by the Company on such date.

 Equity Compensation Plan Information

 Plan Category

 securities to be issued
 upon exercise of outstanding
 options, warrants
 and rights

 Weighted-

average

exercise price

of

outstanding

options, warrants and

rights

 securities
 remaining
 available for
 future issuance
 under equity
 compensation
 plans
 (excluding securities
 reflected in
 the first
 column)

 Equity compensation plans approved by security holders

 —

 —

 350,000

 (1)

 Equity compensation plans not approved by security holders

 —

 —

 —

 Total

 —

 —

 —

 (1)

 On December 4, 2023, our shareholders approved the Global Gas Corporation 2023 Equity Incentive Plan. Under this plan, 1,400,000 shares of Class A Common Stock are reserved for issuance in accordance with the plan's terms to eligible employees, officers, directors and consultants. As of December 31, 2024, awards for an aggregate of 1,050,000 shares of Class A Common Stock had been made under the 2023 Equity Incentive Plan.

 ITEM 13. CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 In
addition to the executive officer and director compensation arrangements discussed in the section titled " Executive Compensation,"
we describe below the transactions since January 1, 2020 to which we have been a participant, in which the amount involved in the transaction
exceeds or will exceed $120,000 and in which any of our directors, executive officers or holders of more than 5% of our capital stock,
or any immediate family member of, or person sharing the household with, any of these individuals, had or will have a direct or indirect
material interest.

 Dune

 Purchase of Founder Shares and Private Placement
Warrants

 On July 10, 2020, the
Sponsor purchased 3,737,500 shares of our founder shares, par value $0.0001 per share, for an aggregate price of $25,000. On December 17,
2020, pursuant to the amended and restated certificate of incorporation of Dune, as amended (the "Dune Charter"), each share
of Dune Class B common stock outstanding immediately prior to December 17, 2020 was converted into one and two-thirteenths (12/13)
shares of Dune Class B common stock, resulting in our Sponsor holding 4,312,500 founder shares. The Sponsor purchased an aggregate
of 4,850,000 warrants (the "private placement warrants"), at a price of $1.00 per private placement warrant, or $4,850,000
in the aggregate, in a private placement that occurred simultaneously with the closing of the IPO. Each private placement warrant
is exercisable for one whole share of Class A Common Stock at a price of $11.50 per share.

 Administrative Services Agreement

 Dune entered into an agreement
that provided that, commencing on the date that our securities were first listed on Nasdaq until the earlier of our consummation of a
Business Combination or our liquidation, we paid our Sponsor a total of $10,000 per month for office space, secretarial and administrative
services provided to members of our management team. This arrangement ended upon consummation of the Business Combination.

 Related Party Reimbursements and Loans

 On June 18, 2020, the
Sponsor agreed to loan the Company an aggregate of up to $200,000 to cover expenses related to our IPO pursuant to that certain promissory
note between Dune and our Sponsor dated June 18, 202 (the "Public Offering Note"). This loan was noninterest bearing
and payable on the earlier of December 31, 2020 or the completion of the IPO. We borrowed approximately $31,000 under the Public
Offering Note and fully repaid the Public Offering Note in full on December 22, 2020.

 Promissory Note — Related Party

 On June 21, 2023, Dune issued
an unsecured promissory note (the "Sponsor Note") to the Sponsor, which provided for borrowings from time to time of up to
an aggregate of $300,000 that could be drawn by Dune and used for working capital purposes and to pay expenses related to the Business
Combination. The Sponsor Note did not bear interest and was payable on the earlier of December 31, 2023 and the completion of the Business
Combination. As of the Closing Date, the Company had borrowed $170,000 under the Sponsor Note. On the Closing Date, the Company and affiliate
amended the Sponsor Note to (i) defer the maturity date of the Sponsor Note to June 30, 2024, (ii) limit the principal amount available
under the Sponsor Note to $170,000.

 All
other terms and conditions of the Sponsor Note remain unchanged.

 Sponsor Exchange

 On September 20, 2023, Dune
and the Sponsor entered into the Sponsor Exchange Agreement. Pursuant to the Sponsor Exchange Agreement, on September 20, 2023, the Sponsor
exchanged 4,312,500 shares of Dune Class B Common Stock, originally issued to the Sponsor prior to the consummation of Dune's initial
public offering, on a one-for-one basis for 4,312,500 shares of Class A Common Stock (the "Sponsor Exchange Shares") on the
terms and conditions set forth in the Sponsor Exchange Agreement. The Sponsor Exchange Agreement contains customary representations and
warranties. The Sponsor Exchange Agreement also provides that Dune will register for resale under the Securities Act of 1933, as amended,
the Sponsor Exchange Shares issued to the Sponsor in the Sponsor Exchange pursuant to Dune's registration rights agreement.

 Global Hydrogen

 Promissory Note – Related Party

 On June 21, 2023, Global
Hydrogen issued an unsecured promissory note (the "Glatt Note," together with the Sponsor Note, the "Related Party Notes")
to Carter Glatt, then Dune's Chief Executive Officer and Director, which provided for borrowings from time to time of up to an aggregate
of $250,000 that may be drawn by Global Gas and used for working capital purposes and to pay expenses related to the Business Combination.
The Glatt Note did not bear interest and was payable on the earlier of December 31, 2023 and the completion of the Business Combination.
As of Closing Date, Global Gas had borrowed $103,950 under the Glatt Note. On the Closing Date, the Company and affiliate amended the
Glatt Note to (i) defer the maturity date of the Note to June 30, 2024, (ii) limit the principal amount available under the Note to $103,950.

 On
December 5, 2024, the Company and the holder of the Glatt Note amended and restated such Glatt Note to, (i) fix the principal amount of
the note (as opposed to such note being able to be drawn in varying amounts) at the amount outstanding as of September 30, 2024 (which
was $103,950); (ii) change the maturity date of such Glatt Note from June 30, 2024 to March 31, 2025, extendable by written consent of
the holder; (iii) include interest of 5% per annum on the unpaid principal balance of the Glatt Note, payable in kind and not cash; and
(iv) include a conversion feature whereby the holder may elect to convert the principal and accrued interest of such Glatt Note into Class
A common stock of the Company at $0.15 per share, representing the last sale price of the stock on the date of the amended and restated
Glatt Note.

 All other terms and conditions
of the Note remain unchanged.

 Nomination Agreement

 On the Closing Date, in connection
with the Business Combination, Global Hydrogen entered into a Nomination Agreement (the "Nomination Agreement") with each
of the Sellers and the Sponsor, pursuant to which each of the Sellers and the Sponsor will have the right to nominate members of the board
of directors of Global Hydrogen in the number and subject to the beneficial ownership thresholds and terms and conditions set forth therein.

 Registration Rights Agreement

 On the Closing Date, in connection
with the Business Combination, Global Hydrogen, the Sponsor and the Sellers entered into a Registration Rights Agreement (the "Registration
Rights Agreement"), pursuant to which, among other things, Global Hydrogen agreed to register for resale, pursuant to Rule 415 under
the Securities Act, certain shares of Global Hydrogen's common stock and other equity securities that are held by the parties thereto
from time to time.

 Exchange Agreement

 On the Closing Date, in connection
with the Business Combination, Global Hydrogen, Holdings and the Sellers entered into an Exchange Agreement (the "Exchange Agreement"),
pursuant to which the Sellers have the right from time to time following the Closing, on the terms and conditions contained in the Exchange
Agreement, to exchange their Holdings Common Units together with their shares of Class B Common Stock for, at the option of the Company,
shares of Class A Common Stock or cash.

 Amended and Restated Limited Liability Company
Agreement

 On the Closing Date, in connection
with the Business Combination, the existing limited liability company agreement of Holdings was amended and restated in the form of the
Holdings LLCA. Pursuant to the Holdings LLCA, the transfer of Holdings Common Units will be subject to certain transfer restrictions unless
exchanged in the manner prescribed therein and on the terms and conditions of the Exchange Agreement.

 Indemnification Agreements

 On the Closing Date, Global
Hydrogen entered into indemnification agreements with each of its directors and executive officers. These indemnification agreements require
Global Hydrogen to indemnify its directors and executive officers for certain expenses, including attorneys' fees, judgments, fines
and settlement amounts incurred by a director or executive officer in any action or proceeding arising out of their services as one of
Global Hydrogen's directors or executive officers or any other company or enterprise to which the person provides services at Global
Hydrogen's request.

 Related Party Note Amendments

 On the Closing Date, Dune,
the Sponsor, and Global Hydrogen and Mr. Glatt amended the Related Party Notes (the "Related Party Note Amendments"), as applicable,
to (i) defer the maturity date of the Related Party Notes to June 30, 2024, (ii) limit the principal amount available under the Sponsor
Note to $170,000 and (iii) limit the principal amount available under the Glatt Note to $103,950. All other terms and conditions of the
Related Party Notes remained unchanged.

 On
December 5, 2024, the Company and the holders of the Related Party Notes amended and restated such Related Party Notes to, (i) fix the
principal amount of the notes (as opposed to such note being able to be drawn in varying amounts) at the amount outstanding as of September
30, 2024 (which was $170,000 for the Sponsor Note and $103,750 for the Glatt Note); (ii) change the maturity date of such Notes from June
30, 2024 to March 31, 2025, extendable by written consent of the holder; (iii) include interest of 5% per annum on the unpaid principal
balance of the Notes, payable in kind and not cash; and (iv) include a conversion feature whereby the holder may elect to convert the
principal and accrued interest of such Notes into Class A common stock of the Company at $0.15 per share, representing the last sale price
of the stock on the date of the amended and restated Related Party Notes.

 Lock-Up Agreement

 On May 14, 2023, Dune,
the Sponsor and each of the Sellers entered into a lock-up agreement (the "Lock-up Agreement"), which became effective as
of the Closing. Under the Lock-up Agreement, the Sponsor and the Sellers agreed to certain restrictions on transfer with respect to the
shares of Global Hydrogen common stock and private placement warrants they hold as of the Closing, which restrictions amend and supersede
the restrictions on transfer the Sponsor agreed to in that certain letter agreement, dated December 17, 2020, entered into by and among
Dune, the Sponsor and Dune's officers and directors in connection with Dune's initial public offering. The restrictions on
transfer contained in the Lock-up Agreement apply to the Sellers and the existing equity holders of the Sponsor, and end: (i) with respect
to shares of Company common stock, on the earlier of twelve (12) months after (and excluding) the Closing Date and the date on which the
Company completes a liquidation, merger, capital stock exchange, reorganization, bankruptcy or other similar transaction that results
in all of the shares of Company common stock being converted into cash, securities or other property; and (ii) with respect to the Company's
private placement warrants, thirty (30) days after the Closing Date.

 Global Gas' Policy for Approval of Related
Party Transactions

 Global
Gas' audit committee has adopted a policy setting forth the policies and procedures its review and approval or ratification of "related
party transactions." A "related party transaction" is any consummated or proposed transaction or series of transactions:
(i) in which we were or are to be a participant; (ii) the amount of which exceeds (or is reasonably expected to exceed) $120,000
or 1% of the average of our total assets at year-end for the prior two completed fiscal years in the aggregate over the duration
of the transaction; (iii) any immediate family member of any of the foregoing if the foregoing person is a natural person; and (iv) any
other person who maybe a "related person" pursuant to Item 404 of Regulation S-K under the Exchange Act. Pursuant
to the policy, the audit committee considers (i) the relevant facts and circumstances of each related party transaction, including
if the transaction is on terms comparable to those that could be obtained in arm's-length dealings with an unrelated third party,
(ii) the extent of the related party's interest in the transaction, (iii) whether the transaction contravenes our code
of ethics or other policies, (iv) whether the audit committee believes the relationship underlying the transaction to be in the best
interests of the company and its stockholders and (v) the effect that the transaction may have on a director's status as an
independent member of the board and on his or her eligibility to serve on the board's committees. Management will present to the
audit committee each proposed related party transaction, including all relevant facts and circumstances relating thereto. Under the policy,
we may consummate related party transactions only if our audit committee approves or ratifies the transaction in accordance with the guidelines
set forth in the policy. The policy does not permit any director or executive officer to participate in the discussion of, or decision
concerning, a related person transaction in which he or she is the related party.

 Director Independence

 Each
of the directors on the Global Gas board, other than Carter Glatt, qualifies as an "independent director," which is defined
generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship,
which, in the opinion of the company's board of directors would interfere with the director's exercise of independent judgment
in carrying out the responsibilities of a director. Our independent directors have regularly scheduled meetings at which only independent
directors are present to the extent they deem necessary.

 ITEM 14. PRINCIPAL
ACCOUNTANT FEES AND SERVICES.

 During the fiscal year ended
December 31, 2024, Global Gas, as the public company, engaged two independent registered public accounting firms – Marcum LLP ("Marcum")
from January 1, 2024 to February 6, 2024 and Grassi & Co., CPAs, P.C. ("Grassi")
from February 6, 2024 to December 31, 2024. During the fiscal year ended December 31, 2023, Global Gas, as the public company,
engaged two independent registered public accounting firms – WithumSmith+Brown, PC ("Withum") from January 1, 2023 to
December 20, 2023 and Marcum from December 21, 2023 to December 31, 2023. The following table sets forth the aggregate audit fees billed
to us by such independent registered public accounting firms and aggregate fees paid to such firms for services in the fee categories
indicated below for fiscal years 2024 and 2023. The Audit Committee has considered the scope and fee arrangements for all services provided
by such firms, taking into account whether the provision of non-audit services was compatible with maintaining the independence of Global
Gas' independent registered public accounting firms, and has pre-approved the services described below (in thousands):

 2024

 2023

 Audit Fees(1)

 $
 51,686

 $
 131,560

 Audit-Related Fees

 -

 Tax Fees

 4,277

 9,360

 All Other Fees

 -

 -

 (1)

 Audit fees consist of the aggregate fees for professional services rendered for the audit of our consolidated financial statements, review of interim condensed consolidated financial statements and certain statutory audits.

 Pre-Approval Policy

 In accordance with Section
10A(i) of the Securities Exchange Act of 1934, as amended, before we engage our independent registered public accounting firm to render
audit or non-audit services, the engagement is approved by our audit committee. Our audit committee approved all of the fees referred
to in the rows titled "Audit Fees," "Audit-Related Fees," and "All Other Fees" in the table above.

 Item
15. Exhibits, Financial Statements, AND Schedules

 (a)

 The following documents are filed as part of this Form 10-K:

 (1)

 Consolidated Financial Statements:

 Page

 Report of Independent Registered Public Accounting Firm (PCAOB ID #606)

 Consolidated Balance Sheets

 Consolidated Statements of Operations

 Consolidated Statements of Changes in Stockholders' Equity

 Consolidated Statements of Cash Flows

 Notes to Consolidated Financial Statements

 (2)

 Financial Statement Schedules:

 None.

 (3)

 Exhibits

 We hereby file as part of
this Report the exhibits listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference can be inspected and
copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of such
material can also be obtained from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed
rates or on the SEC website at www.sec.gov.

 (b)

 The following Exhibits are filed as part of this report:

 Exhibit No.

 Description

 2.1**

 Unit Purchase Agreement, dated as of May 14, 2023, by and among Dune Acquisition Corporation, Global Gas Holdings LLC, Global Hydrogen Energy LLC and the unitholders of Global Hydrogen Energy LLC (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on May 15, 2023).

 2.2**

 First Amendment to Unit Purchase Agreement, dated August 22, 2023, by and among Dune Acquisition Corporation, Global Gas Holdings LLC, Global Hydrogen Energy LLC and the unitholders of Global Hydrogen Energy LLC (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on August 23, 2023).

 2.3**

 Second Amendment to Unit Purchase Agreement, dated November 24, 2023, by and among Dune Acquisition Corporation, Global Gas Holdings LLC, Global Hydrogen Energy LLC and the unitholders of Global Hydrogen Energy LLC (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on November 27, 2023).

 3.1**

 Second Amended and Restated Certificate of Incorporation of the Company, dated December 21, 2023 (incorporated by reference to Exhibit 3.1 of the Company's Form 8-K filed with the SEC on December 28, 2023).

 3.2**

 Amended and Restated Bylaws of the Company, dated December 21, 2023 (incorporated by reference to Exhibit 3.2 of the Company's Form 8-K filed with the SEC on December 28, 2023).

 4.1**

 Warrant Agreement, dated as of December 17, 2020, by and between Dune Acquisition Corporation and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on December 22, 2020).

 4.2**

 Description of Securities (incorporated by reference to Exhibit 4.2 of the Company's Annual Report on Form 10-K filed with the SEC on April 1, 2024).

 10.1**

 Support Agreement, dated as of May 14, 2023, by and among Dune Acquisition Corporation, Global Gas Holdings LLC, Global Hydrogen Energy LLC and the unitholders of Global Hydrogen Energy LLC (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 15, 2023).

 10.2**

 Sponsor Agreement, dated as of May 14, 2023, by and among Dune Acquisition Holdings, LLC, Global Gas Holdings LLC, Dune Acquisition Corporation and Global Hydrogen Energy LLC (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on May 15, 2023).

 10.3**

 Lock-up Agreement, dated as of May 14, 2023, by and among Dune Acquisition Corporation, Dune Acquisition Holdings LLC and the unitholders of Global Hydrogen Energy LLC (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed on May 15, 2023).

 10.4**

 Forward Purchase Agreement, dated December 1, 2023, by and among Dune Acquisition Corporation, Global Hydrogen Energy LLC, Meteora Capital Partners, LP, Meteora Select Trading Opportunities Master, LP and Meteora Strategic Capital, LLC (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on December 4, 2023).

 10.5**

 Subscription Agreement, dated December 1, 2023, by and among Dune Acquisition Corporation, Meteora Select Trading Opportunities Master, LP, Meteora Capital Partners, LP and Meteora Strategic Capital, LLC (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on December 4, 2023).

 10.6**

 Nomination Agreement, dated as of December 21, 2023, by and among the Company, Dune Acquisition Holdings LLC and the unitholders of Global Hydrogen Energy LLC (incorporated by reference to Exhibit 10.6 of the Company's Form 8-K filed with the SEC on December 28, 2023).

 10.7**

 Registration Rights Agreement, dated as of December 21, 2023, by and among the Company, Dune Acquisition Holdings LLC and the unitholders of Global Hydrogen Energy LLC (incorporated by reference to Exhibit 10.7 of the Company's Form 8-K filed with the SEC on December 28, 2023).

 10.8**

 Exchange Agreement, dated as of December 21, 2023, by and among the Company, Global Gas Holdings LLC and the unitholders of Global Hydrogen Energy LLC (incorporated by reference to Exhibit 10.8 of the Company's Form 8-K filed with the SEC on December 28, 2023).

 10.9**

 Amended and Restated Limited Liability Company Agreement of Global Gas Holdings LLC, dated as of December 21, 2023 (incorporated by reference to Exhibit 10.9 of the Company's Form 8-K filed with the SEC on December 28, 2023).

 10.10**

 Promissory Note, dated June 21, 2023, by and between Dune Acquisition Corporation and Dune Acquisition Holdings LLC (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 23, 2023).

 10.11**

 Amendment No. 1 to Promissory Note, dated December 21, 2023, by and between the Company and Dune Acquisition Holdings LLC (incorporated by reference to Exhibit 10.11 of the Company's Form 8-K filed with the SEC on December 28, 2023).

 10.12**

 Promissory Note, dated June 21, 2023, between Global Hydrogen Energy LLC and Carter Glatt (incorporated by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K filed on June 23, 2023).

 10.13**

 Amendment No. 1 to Promissory Note, dated December 21, 2023, by and between Global Hydrogen Energy LLC and Carter Glatt (incorporated by reference to Exhibit 10.13 of the Company's Form 8-K filed with the SEC on December 28, 2023).

 10.14#**

 Form of Indemnification Agreement by and between the Company and its directors and officers (incorporated by reference to Exhibit 10.14 of the Company's Form 8-K filed with the SEC on December 28, 2023).

 10.15#**

 Global Gas Corporation 2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.15 of the Company's Form 8-K filed with the SEC on December 28, 2023).

 10.16#**

 Employment Agreement, dated as of May 14, 2023, by and between Global Hydrogen Energy LLC and William Bennett Nance, Jr. (incorporated by reference to Exhibit 10.16 of the Company's Form 8-K filed with the SEC on December 28, 2023).

 10.17**

 Amended and Restated Sponsor Note (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the SEC on December 9, 2024)

 10.18**

 Amended and Restated Glatt Note (incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed with the SEC on December 9, 2024)

 14.1**

 Code of Business Conduct and Ethics (incorporated by reference to Exhibit 14.1 of the Company's Current Report on Form 8-K filed with the SEC on December 28, 2023)

 16.1**

 Letter from WithumSmith+Brown, PC, dated December 28, 2023 (incorporated by reference to Exhibit 16.1 of the Company's Form 8-K filed with the SEC on December 28, 2023).

 16.2**

 Letter from Marcum LLP, dated February 12, 2024 (incorporated by reference to Exhibit 16.1 of the Company's Form 8-K filed with the SEC on February 12, 2024).

 19.1

 Insider Trading Policy

 21.1**

 Subsidiaries of the Company (incorporated by reference to Exhibit 21.1 of the Company's Form 8-K filed with the SEC on December 28, 2023).

 31.1

 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 31.2

 Certification of Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 97**

 Clawback Policy (incorporated by reference to Exhibit 97 of the Company's Annual Report on Form 10-K filed with the SEC on April 1, 2024)

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 **

 Previously Filed

 +

 The schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.

 #

 Indicates management contract or compensatory plan or arrangement.

 ITEM 16. FORM 10-K SUMMARY

 None.

 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 31 st day of March, 2025.

 By:

 /s/ Carter Glatt

 Carter Glatt

 Chairman

 In
accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.

 Name

 Position

 Date

 /s/ Carter Glatt

 Chairman and Director

 Carter Glatt

 (Principal Executive Officer)

 /s/ Shachi Shah

 Chief Operating Officer and

 Shachi Shah

 Chief Financial Officer

(Principal Financial and Accounting Officer)

 /s/ Jeron Smith

 Director

 Jeron Smith

 /s/ Michael Castaldy

 Director

 Michael Castaldy

 /s/ Ben Coates

 Director

 Ben Coates

 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 Consolidated Financial Statements:

 Report of Independent Registered Public Accounting Firm

 Consolidated Balance Sheets as at December 31,
 2024 and 2023

 Consolidated Statements of Operations for the
 Year Ended December 31, 2024 and for the Period from February 16, 2023 (inception) to December 31, 2023

 Consolidated Statements of Changes in Stockholders'
 Deficit for the Year Ended December 31, 2024 and for the Period from February 16, 2023 (inception) to December 31, 2023

 Consolidated Statements of Cash Flows for the
 Year Ended December 31, 2024 and for the Period from February 16, 2023 (inception) to December 31, 2023

 Notes to Consolidated Financial Statements

 F- 1

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

 To the Audit Committee

 Global Gas Corporation

 New York, New York

 Opinion on the Financial Statements

 We have audited the accompanying consolidated
balance sheets of Global Gas Corporation (the "Company") as of December 31, 2024 and 2023, and the related consolidated statements
of operations, changes in stockholders' deficit, and cash flows for the year ended December 31, 2024, and for the period from February
16, 2023 (inception) to December 31, 2023, and the related notes (collectively referred to as the "financial statements").
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December
31, 2024 and 2023, and the results of its operations and its cash flows for the year ended December 31, 2024, and for the period from
February 16, 2023 (inception) to December 31, 2023, in conformity with accounting principles generally accepted in the United States of
America.

 Substantial Doubt About the Company's
Ability to Continue as a Going Concern

 The accompanying financial statements have been
prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has
incurred losses from inception, which raises substantial doubt about its ability to continue as a going concern. Management's plans
in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.

 Basis for Opinion

 These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our
audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audit in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding
of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's
internal control over financial reporting. Accordingly, we express no such opinion.

 Our audit included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

 /s/ GRASSI & CO., CPAs, P.C.

 PCAOB ID # 606
 We have served as the Company's auditors since 2023.

 Jericho, New York

 F- 2

 CONSOLIDATED BALANCE SHEETS

 2024

 2023

 Assets

 Current assets

 Cash and cash equivalents

 $
 114,146

 $
 1,183,328

 Deposit

 144,000

 -

 Prepaid expenses and other receivables

 6,583

 Total Current Assets

 264,729

 1,183,911

 TOTAL ASSETS

 $
 264,729

 $
 1,183,911

 Liabilities and stockholders' deficit

 Current liabilities

 Accounts payable – related party

 $
 124,867

 $
 124,867

 Accounts payable and accrued expenses

 75,209

 1,086,212

 Deferred Revenue

 207,436

 -

 Advances – related party

 2,207

 2,352

 Promissory notes – related parties

 -

 273,950

 Convertible promissory notes – related parties

 273,950

 -

 Total Current Liabilities

 683,669

 1,487,381

 Derivative warrant liabilities

 26,950

 431,200

 TOTAL LIABILITIES

 710,619

 1,918,581

 Commitments and contingencies (note 10)

 Stockholders' deficit

 Preferred stock, $ 0.0001 par value; 1,000,000 shares authorized; zero shares issued or outstanding as of December 31, 2024 and 2023

 -

 -

 Class A common stock, $ 0.0001 par value; 380,000,000 shares authorized; 6,478,256 and 5,428,256 shares issued or outstanding as of December 31, 2024 and 2023, respectively

 Class B common stock, $ 0.0001 par value; 20,000,000 shares authorized; 2,700,000 and 4,300,000 shares issued or outstanding as December 31, 2024 and 2023, respectively

 Subscription receivable

 -

)

 Additional paid-in capital

 -

 2,172,674

 Accumulated deficit

 ( 446,808
)

)

 Total stockholders' deficit

 ( 445,890
)

 ( 734,670
)

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 $
 264,729

 $
 1,183,911

 The accompanying notes are an integral part
of these consolidated financial statements.

 F- 3

 CONSOLIDATED STATEMENT OF OPERATIONS

 Year Ended

 Period from
 February 16,
 2023
 (inception) to

 2024

 2023

 Operating Expenses:

 General and administrative

 $
 551,983

 $
 408,453

 Start up costs

 -

 Loss from operations

 ( 551,983
)

 ( 409,027
)

 Other income:

 Interest income

 17,033

 1,051

 Change in fair value of derivative warrant liabilities

 404,250

 107,800

 Total other income

 421,283

 108,851

 Net loss before taxes

)

)

 $
)

 $
)

 Weighted average number of Class A common stock outstanding, basic and diluted

 5,502,846

 170,700

 Net loss per Class A common stock, basic and diluted

 $
 ( 0.02
)

 $
 ( 0.07
)

 Weighted average number of Class B common stock outstanding, basic and diluted

 2,979,781

 Net loss per Class B common stock, basic and diluted

 $
 ( 0.02
)

 $
 ( 0.07
)

 The accompanying notes are an integral part
of these consolidated financial statements.

 F- 4

 CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'
DEFICIT

 FOR THE YEAR ENDED DECEMBER 31, 2024 AND

 FOR THE PERIOD FROM FEBRUARY 16, 2023 (INCEPTION)
TO DECEMBER 31, 2023

 Members'

 Common Stock

 Additional

 Total

 Contribution

 Class A

 Class B

 Subscription

 Paid-in

 Accumulated

 Stockholders'

 Amount

 Shares

 Amount

 Shares

 Amount

 Receivable

 Capital

 Deficit

 Deficit

 Balance – February 16, 2023 (inception)

 $
 —

 —

 $
 —

 —

 $
 —

 $
 —

 $
 —

 $
 —

 $
 —

 Members' Contribution of Capital

 12,500

 —

 —

 —

 —

 —

 —

 —

 12,500

 Merger Recapitalization (Note 4)

 ( 12,500
)

 —

 —

 —

 12,070

 —

 —

 Issuance of common stock upon Business Combination

 —

 4,488,642

 —

 ( 447,443
)

 —

 ( 446,994
)

 Meteora Forward Purchase Agreement Shares

 —

 939,614

 —

)

 2,608,047

 —

 —

 —

 —

 —

 —

 —

 —

)

)

 Balance – December 31, 2023

 —

 5,428,256

 $

 $

)

 $
 2,172,674

 $
)

 $
 ( 734,670
)

 Forfeiture of Class B common stock

 —

 —

 —

 ( 1,600,000
)

 ( 160
)

 —

 —

 Proceeds from forward purchase agreement shares

 —

 —

 —

 —

 275,000

 —

 —

 275,000

 Stock based compensation

 1,050,000

 —

 —

 —

 144,375

 —

 144,480

 Change in Fair value of forward purchase agreement shares

 —

 —

 —

 —

 —

 2,333,141

 ( 2,317,209
)

 ( 15,932
)

 —

 —

 —

 —

 —

 —

 —

)

)

 Balance – December 31, 2024

 —

 6,478,256

 $

 2,700,000

 $

 —

 $
 —

 $
 ( 446,808
)

 $
 ( 445,890
)

 The accompanying notes are an integral part
of these consolidated financial statements.

 F- 5

 CONSOLIDATED STATEMENT OF CASH FLOWS

 Year Ended

 Period from
 February 16,
 2023
 (inception) to

 2024

 2023

 Cash Flows from Operating Activities:

 $
)

 $
)

 Adjustments to reconcile net loss to net cash and cash equivalents used in operating activities:

 Change in fair value of derivative warrant liabilities

 ( 404,250
)

 ( 107,800
)

 Stock - based compensation

 144,480

 -

 Changes in operating assets and liabilities:

 Prepaid expenses and other receivables

 ( 6,000
)

 21,275

 Deposit

 ( 144,000
)

 -

 Accounts payable – related party

 -

 124,867

 Accounts payable and accrued expenses

 ( 1,011,003
)

 102,638

 Deferred revenue

 207,436

 -

 Net cash and cash equivalents used in operating activities

 ( 1,344,037
)

 ( 159,196
)

 Cash Flows from Financing Activities:

 Proceeds from reverse capitalization

 -

 1,225,222

 Capital contribution from Members

 -

 12,500

 Advances – related party

 -

 Repayment of advances – related party

 ( 852
)

 -

 Proceeds from advances – related party

 103,950

 Proceeds from forward purchase agreement

 275,000

 -

 Net cash and cash equivalents provided by financing activities

 274,855

 1,342,524

 Net change in cash and cash equivalents

 ( 1,069,182
)

 1,183,328

 Cash and cash equivalents, beginning of period

 1,183,328

 -

 Cash and cash equivalents, end of period

 $
 114,146

 $
 1,183,328

 Non-Cash Financing and Investing Activities:

 Liabilities assumed in Business Combination, net

 $
 -

 $
 1,672,216

 Initial recognition of forward purchase agreement

 $
 -

 $
)

 Conversion of units to Class B Common Stock

 $
 -

 $

 Issuance of Class A Common Stock

 $

 -

 The accompanying notes are an integral part
of these consolidated financial statements.

 F- 6

 1. ORGANIZATION AND BUSINESS OPERATIONS

 Global Gas Corporation,
a Delaware corporation (the "Company," "Global Gas"), is a nascent pure-play hydrogen and carbon recovery
project developer and industrial gas supplier. Global Gas intends to offer customers reliable, low-carbon and clean hydrogen, pure
carbon dioxide, and other gases generated from a variety of feedstocks. Global Gas' planned activities involve (i) the sourcing,
identification, evaluation and vetting of offtake customers seeking to purchase industrial gases, (ii) the securing of local feedstocks,
equipment, and utilities, (iii) the planning and management of projects and (iv) the structuring and financing of projects.
Global Gas targets both privately- and publicly funded hydrogen development and selected carbon recovery projects, including projects
supported by local-, county-, state-, and national-level governments in North America, Western Europe, and Great Britain.

 Global Gas intends to serve
traditional industrial gas customers and is particularly focused on plans to serve the rapidly growing hydrogen-as-energy-carrier market
for use in hydrogen fuel-cell powered vehicles. Global Gas' growth strategy is based on its developing ability to place modular
generation, recovery, storage, and dispense solutions in closer geographic proximity to end customers — onsite in many
cases — and its developing ability to produce and sell multiple outputs from a single feedstock input. Additionally,
governments at all levels in North America and Western Europe have and are deploying substantial incentives to mitigate the impact of
climate change and to decarbonize their economies. Global Gas believes it is well-placed to benefit as a developer of projects eligible
for several of these incentives, such as the hydrogen tax production credits and the investment tax credits made available in the United States
through the Inflation Reduction Act of 2022 (the "IR Act").

 On December 22, 2023, the
Company received a notice (the "Notice") from the staff of the Listing Qualifications Department of Nasdaq indicating that,
unless the Company timely requested a hearing before the Nasdaq Hearings Panel (the "Panel"), the Company's securities
(common stock and warrants) would be subject to suspension and delisting from Nasdaq on January 3, 2024, due to the Company's failure
to satisfy the initial listing standards of The Nasdaq Capital Market upon closing of the Company's previously announced business
combination in accordance with Nasdaq Rule 5101-2. Specifically, the Company was unable to demonstrate compliance with the Stockholders
Equity, Publicly Held Shares, Market Value of Listed Securities and Market Value of Publicly Held Shares requirements set forth in Nasdaq
Rule 5505. The Company timely requested a hearing before the Panel, which resulted in a stay of any suspension or delisting action pending
the hearing. The Company was granted until June 20, 2024 to demonstrate compliance with the above-referenced listing rules but was unable
to do so by such date. As a result, on June 21, 2024, the Company received notice that the Panel had determined to delist the Company's
securities from Nasdaq and would suspend trading in its securities on the exchange effective at the open of business on June 25, 2024.
Since the delisting, the Company's common stock and warrants have been trading on the over-the-counter "OTC" market,
OTCQB, with trading symbol "HGAS" and "HGASW", respectively.

 Business Combination

 On December 21, 2023
(the "Closing Date"), Global Gas Corporation (formerly known as Dune Acquisition Corporation) (prior to the Effective Time
(as defined below), "Dune" and after the Effective Time, the "Company"), consummated the previously-announced business
combination pursuant to that certain Unit Purchase Agreement, dated May 14, 2023 (as amended on August 22, 2023 and as further
amended on November 24, 2023, the "Purchase Agreement"), by and among Dune, Global Gas Holdings LLC, a Delaware limited
liability company and direct, wholly-owned subsidiary of Dune ("Holdings"), Global Hydrogen Energy LLC, a Delaware limited
liability company ("Global Hydrogen"), and William Bennett Nance, Jr., Sergio Martinez and Barbara Guay Martinez (collectively,
the "Sellers"), the equity holders of Global Hydrogen.

 In connection with the closing
of such business combination, the registrant changed its name from Dune Acquisition Corporation to Global Gas Corporation.

and subject to the conditions of the Purchase Agreement and the other transactions contemplated thereby (the "Business Combination"),
at the closing of the Business Combination (the "Closing") on December 21, 2023, (a) Dune contributed to Holdings
all of its assets (excluding its interests in Holdings and the aggregate amount of cash proceeds required to satisfy redemptions by Dune's
public stockholders ("Stockholder Redemptions")), and in exchange therefor, Holdings issued to Dune a number of common equity
units of Holdings ("Holdings Common Units") which equal the number of total shares of Class A common stock, par value
$ 0.0001 per share ("Class A Common Stock"), of Dune issued and outstanding immediately after the Closing (giving effect
to all Stockholder Redemptions) (such transactions, the "SPAC Contribution") and (b) immediately after the SPAC Contribution,
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 Class B voting non-economic common stock, par value $ 0.0001 per
share ("Class B Common Stock"), of Dune and Holdings Common Units (together with the SPAC Contribution, the "Combination
Transactions"), as a result of which, (i) each issued and outstanding Global Hydrogen Unit immediately prior to the Combination
Transactions is now held by Holdings, (ii) each Seller received an aggregate number of Holdings Common Units and shares of
Class B Common Stock, in each case, equal to the number of Global Hydrogen Units held by such Seller, multiplied by the applicable
exchange ratio, and (iii) Dune changed its name to Global Gas Corporation and the Company became the publicly traded reporting company.
The effective time of the Business Combination on the Closing Date is referred to as the "Effective Time."

 F- 7

 The Business Combination
was accomplished through what is commonly referred to as an "Up-C" structure, which is often used by partnerships and limited
liability companies undertaking an initial public offering. The "Up-C" structure allowed the Sellers, who became equity holders
of Holdings upon the consummation of the Combination Transactions, to retain their equity ownership in Holdings, an entity that is classified
as a partnership for United States federal income tax purposes, in the form of Holdings Common Units after the Closing, and
provides potential future tax benefits for both the Company and Holdings' equity holders (other than the Company) when they ultimately
exchange their Holdings Common Units.

and subject to the conditions of the Purchase Agreement, at the Closing, the issued and outstanding Global Hydrogen Units of each
Seller were transferred, conveyed, assigned and delivered in exchange for (i) a number of shares of Class B Common Stock equal
to the product of (x) the number of Global Hydrogen Units held by such Seller and (y) the exchange ratio determined by
dividing (A) the quotient of $ 43,000,000 divided by the number of Global Hydrogen Units issued and outstanding immediately
prior to the Closing by (B) $ 10.00 per share and (ii) a number of Holdings Common Units equal to the number of shares
of Class B Common Stock received by such Seller pursuant to clause (i) hereof.

 The Business Combination
was accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, although Dune acquired all
of the outstanding equity interests of Global Hydrogen in the Business Combination, Dune was treated as the "acquired" company
and Global Hydrogen was treated as the accounting acquirer for financial statement reporting purposes. Accordingly, the Business Combination
was treated as the equivalent of Global Hydrogen issuing stock for the net assets of Dune, accompanied by a recapitalization. The net
assets of Dune were stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business
Combination were those of Global Hydrogen. See Note 4, "Recapitalization."

 In connection with the Business
Combination, on December 1, 2023, Dune and Global Hydrogen entered into a forward purchase agreement (the "Forward Purchase
Agreement") with each of Meteora Strategic Capital, LLC ("MSC"), Meteora Capital Partners, LP ("MCP") and
Meteora Select Trading Opportunities Master, LP ("MSTO" and, collectively with MSC and MCP, the "Meteora Entities")
for an OTC Equity Prepaid Forward Transaction. Pursuant to the terms of the Forward Purchase Agreement, on the Closing Date, the Sellers
purchased 258,934 shares of Dune Class A Common Stock (the "Recycled Shares") directly from the redeeming stockholders
of Dune. Also on the Closing Date, the Company paid to the Sellers a prepayment amount of $ 2.6 million required under the Forward
Purchase Agreement directly from the trust account and transferred to the Sellers 939,614 shares of Dune Class A Common Stock
(the "Share Consideration"). See Note 7, "Stockholders Equity" for more details about the Forward Purchase Agreement.

 In connection with the Forward
Purchase Agreement, Dune entered into a subscription agreement (the "Subscription Agreement") with the Meteora Entities.
Pursuant to the Subscription Agreement, the Meteora Entities agreed to subscribe for and purchase, and Dune agreed to issue and sell
to the Meteora Entities, on the Closing Date, 681,220 shares of Class A Common Stock in the aggregate (the "PIPE Shares").
Pursuant to the Subscription Agreement, the Company gave certain registration rights to the Meteora Entities with respect to the PIPE
Shares. The sale of the PIPE Shares was consummated concurrently with the Closing.

 On March 4, 2024, Global
Gas entered into forfeiture agreements (the "Forfeiture Agreements") with each of Sergio Martinez, Barbara Guay Martinez
and William Bennett Nance, Jr., pursuant to which such individuals forfeited an aggregate of 1,600,000 shares of Class B Common
Stock (collectively, the "Forfeitures"). After the Forfeitures, the Sellers continue to hold an aggregate of 2,700,000 shares
of Class B Common Stock.

 The rights of holders of
our Class A Common Stock and Warrants are governed by our second amended and restated certificate of incorporation (the "Amended
and Restated Charter"), our amended and restated bylaws (the "Amended and Restated Bylaws") and the Delaware General
Corporation Law (the "DGCL"), and in the case of the Public Warrants and Private Placement Warrants, the Warrant Agreement
dated as of December 17, 2020, between the Company and Continental Stock Transfer & Trust Company ("Continental"),
as warrant agent.

 On May 14, 2023, Dune, Dune
Acquisition Holdings LLC, a Delaware limited liability company (the "Sponsor"), and each of the Sellers entered into a lock-up
agreement (the "Lock-up Agreement"), which became effective as of the Closing. Under the Lock-up Agreement, the Sponsor and
the Sellers agreed to certain restrictions on transfer with respect to the shares of Company common stock and private placement warrants
they hold as of the Closing, which restrictions amend and supersede the restrictions on transfer the Sponsor agreed to in that certain
letter agreement, dated December 17, 2020, entered into by and among Dune, the Sponsor and Dune's officers and directors in connection
with Dune's initial public offering (the "IPO"). The restrictions on transfer contained in the Lock-up Agreement apply
to the Sellers and the existing equity holders of the Sponsor, and: (i) end, with respect to shares of Company common stock, on the earlier
of twelve (12) months after (and excluding) the Closing Date and the date on which the Company completes a liquidation, merger, capital
stock exchange, reorganization, bankruptcy or other similar transaction that results in all of the shares of Company common stock being
converted into cash, securities or other property; and (ii) ended, with respect to the Company's private placement warrants, thirty
(30) days after the Closing Date.

 On the Closing Date, in
connection with the Business Combination, the Company, Holdings and the Sellers entered into an Exchange Agreement (the "Exchange
Agreement"), pursuant to which the Sellers have the right from time to time following the Closing, on the terms and conditions
contained in the Exchange Agreement, to exchange their Holdings Common Units together with their shares of Class B Common Stock for,
at the option of the Company, shares of Class A Common Stock or cash.

 F- 8

 2. LIQUIDITY AND GOING CONCERN

 Going Concern

 Since inception, the Company's
primary sources of liquidity have been cash flows from contributions from a member and a related party. The Company had $ 114,146 in cash
and cash equivalents, a working capital deficit of $ 418,940, and an accumulated deficit of $ 446,808 as of December 31, 2024.

 As disclosed in Note 1,
as a result of the Company's failure to satisfy the initial listing standards of The Nasdaq Capital Market in accordance with Nasdaq
Rule 5101-2 as it relates to the Company's compliance with the Stockholders Equity, Publicly Held Shares, Market Value of Listed
Securities and Market Value of Publicly Held Shares requirements set forth in Nasdaq Rule 5505, on June 21, 2024, the Company received
notice that the Panel had determined to delist the Company's securities from Nasdaq and would suspend trading in its securities
on the exchange effective at the open of business on June 25, 2024. Since the delisting, the Company's common stock and warrants
have been trading on the OTC market.

 The Company's future
capital requirements will depend on many factors, including the Company's revenue growth rate, the timing and extent of spending
to support further sales and marketing and research and development efforts. In order to finance these opportunities, the Company will
need to raise additional financing. While there can be no assurances, the Company intends to raise such capital through issuances of
additional equity. If additional financing is required from outside sources, the Company may not be able to raise it on terms acceptable
to the Company or at all. If the Company is unable to raise additional capital when desired, the Company's business, results of
operations and financial condition would be materially and adversely affected.

 As a result of the above,
in connection with the Company's assessment of going concern considerations in accordance with Financial Accounting Standard Board's
("FASB") ASC Subtopic 205-40, "Going Concern," management has determined that the Company's liquidity condition
raises substantial doubt about the Company's ability to continue as a going concern through twelve months from the date these consolidated
financial statements are available to be issued. These consolidated financial statements do not include any adjustments relating to the
recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue
as a going concern.

 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Basis of accounting

 The accompanying consolidated
financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP"). References
to GAAP issued by the FASB in these accompanying notes to the consolidated financial statements are to the FASB Accounting Standards
Codification ("ASC").

 Principles of consolidation

 These consolidated financial
statements include the accounts of the Company, all wholly owned and majority-owned subsidiaries in which the Company has a controlling
voting interest and, when applicable, variable interest entities in which the Company has a controlling financial interest or is the
primary beneficiary. Investments in affiliates where the Company does not exert a controlling financial interest are not consolidated.

 All significant intercompany
transactions and balances have been eliminated upon consolidation.

 Emerging Growth Company

 The Company is an "emerging
growth company," as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012
(the "JOBS Act"), and it may take advantage of certain exemptions from various reporting requirements that are applicable
to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the
auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive
compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote
on executive compensation and stockholder approval of any golden parachute payments not previously approved.

 Further, Section 102(b)(1)
of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until
private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class
of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS
Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but such an election to opt out is irrevocable. The Company has elected not to opt out of
such extended transition period, which means that when a standard is issued or revised and it has different application dates for public
or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies
adopt the new or revised standard.

 This may make comparison
of the Company's consolidated financial statements with those of another public company that is neither an emerging growth company
nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential
differences in accounting standards used.

 F- 9

 Use of Estimates

 The preparation of the accompanying
consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the
reported amounts and disclosures of assets and liabilities at the date of the consolidated financial statements and the reported amounts
of revenues and expenses during the reporting period. Estimates are adjusted to reflect actual experience when necessary. Significant
accounting estimates included in these financial statements are the determination of the fair value of the warrant liabilities. Such
estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly
from those estimates.

 Segment Information

 ASC 280, "Segment Reporting"
("ASC 280"), defines operating segments as components of an enterprise where discrete financial information is available that
is evaluated regularly by the chief operating decision-maker ("CODM") in deciding how to allocate resources and in assessing
performance. The Company's CODM is the chairman, who has ultimate responsibility for the operating performance of the Company and
the allocation of resources. The CODM reviews the assets, operating results, and financial metrics for the Company as a whole to make
decisions about allocating resources and assessing financial performance. Accordingly, management has determined that there is only one reportable
segment. The CODM assesses performance for the single reportable segment and decides how to allocate resources based on operating expenses
that also is reported on the statement of operations as net income. The measure of segment assets is reported on the balance sheet as
total assets. When evaluating the Company's performance and making key decisions regarding resource allocation, the CODM reviews
several key metrics included in operating expenses and cash and cash equivalents.

 Operating expenses, inclusive
of general and administrative costs and sales and marketing costs, are reviewed and monitored by the CODM to manage and forecast cash
to ensure enough capital is available to fund operations. The CODM also reviews operating expenses to manage, maintain and enforce all
contractual agreements to ensure costs are aligned with all agreements. The categories of operating expenses, as reported on the statement
of operations, are the significant segment expenses provided to the CODM on a regular basis.

 Concentration of credit risk

 Financial instruments that
potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times,
may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000, and investments held in the trust account. Any loss
incurred or a lack of access to such funds could have a significant adverse impact on the Company's financial condition, results
of operations, and cash flows.

 Prior Period Reclassification

 The Company reclassified
$ 1,120,966 from marketable securities to cash and cash equivalents on the accompanying balance sheets as at December 31, 2023, to conform
with current year presentation. This reclassification had no effect on net income as previously reported.

 Business Combinations

 The Company evaluates whether
acquired net assets should be accounted for as a business combination or an asset acquisition by first applying a screen test to determine
whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar
identifiable assets. If so, the transaction is accounted for as an asset acquisition. If not, the Company applies its judgement to determine
whether the acquired net assets meets the definition of a business by considering if the set includes an acquired input, process, and
the ability to create outputs.

business combinations using the acquisition method when it has obtained control. The Company measures goodwill as the fair value of the
consideration transferred including the fair value of any non-controlling interest recognized, less the net recognized amount of the
identifiable assets acquired and liabilities assumed, all measured at their fair value as of the acquisition date. Transaction costs,
other than those associated with the issuance of debt or equity securities, that the Company incurs in connection with a business combination
are expensed as incurred.

 Any contingent consideration
("Earnout liabilities") is measured at fair value at the acquisition date. For contingent consideration that does not meet
all the criteria for equity classification, such contingent consideration is required to be recorded at its initial fair value at the
acquisition date, and on each balance sheet date thereafter. Changes in the estimated fair value of liability-classified contingent consideration
are recognized on the consolidated statements of operations in the period of change.

 When the initial accounting
for a business combination has not been finalized by the end of the reporting period in which the transaction occurs, the Company reports
provisional amounts. Provisional amounts are adjusted during the measurement period, which does not exceed one year from the acquisition
date. These adjustments, or recognition of additional assets or liabilities, reflect new information obtained about facts and circumstances
that existed at the acquisition date that, if known, would have affected the amounts recognized at that date.

 F- 10

 Cash and cash equivalents

 Cash and cash equivalents
is comprised of cash in the bank which is subject to an insignificant risk of changes in value. The Company considers all short-term investments
with an original maturity of three months or less when purchased to be cash equivalents. At December 31, 2024 and 2023, cash amounted
to $ 114,146 and $ 62,362, respectively. At December 31, 2024 and 2023, cash equivalents amounted to $ 0 and $ 1,120,966, respectively.

 Deposits

 From time to time the Company
makes advanced payments to vendors for products to be sold to customers. These amounts are included as deposits on the consolidated balance
sheets.

 Fair value measurements

 Fair value is defined as
the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants as of the measurement date. The authoritative guidance establishes a hierarchy for inputs used in measuring fair
value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable
inputs be used when available. Observable inputs are from sources independent of the Company. Unobservable inputs reflect the Company's
assumptions about the factors market participants would use in valuing the asset or liability developed based upon the best information
available in the circumstances. The categorization of financial assets and liabilities within the valuation hierarchy is based upon the
lowest level of input that is significant to the fair value measurement. The hierarchy is broken down into three levels:

 Level 1: Inputs are quoted prices in active markets for identical assets
 or liabilities.

 Level 2: Inputs include quoted prices for similar assets or liabilities
 in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs (other
 than quoted prices) that are observable for the asset or liability, either directly or indirectly.

 Level 3: Inputs are unobservable for the asset or liability.

 The carrying amounts of
certain financial instruments, such as cash equivalents, accounts payable and accrued liabilities, approximate fair value due to their
relatively short maturities. The fair value of debt instruments for which the Company has not elected fair value accounting is based
on the present value of expected future cash flows and assumptions about the then-current market interest rates as of the reporting period
and the creditworthiness of the Company. All of the Company's debt is carried on the consolidated balance sheet on a historical
cost basis net of unamortized discounts and premiums because the Company has not elected the fair value option of accounting.

 Stock - Based Compensation

stock-based compensation in accordance with the fair value recognition provisions of the Financial Accounting Standards Board ("FASB")
Accounting Standards Codification ("ASC") No. 718. The Company issues restricted stock to employees and officers.
Cost for these transactions are measured at the fair value of the equity instruments issued at the date of grant.

 Warrants

 The Company reviews the
terms of warrants to purchase its common stock to determine whether warrants should be classified as liabilities or stockholders'
deficit in its consolidated balance sheets. In order for a warrant to be classified in stockholders' deficit, the warrant must
be (i) indexed to the Company's equity and (ii) meet the conditions for equity classification.

 If a warrant does not meet
the conditions for stockholders' deficit classification, it is carried on the consolidated balance sheets as a warrant liability
measured at fair value, with subsequent changes in the fair value of the warrant recorded in other non-operating losses (gains)
in the consolidated statements of operations. If a warrant meets both conditions for equity classification, the warrant is initially
recorded, at its relative fair value on the date of issuance, in stockholders' deficit in the consolidated balance sheets, and
the amount initially recorded is not subsequently remeasured at fair value.

 Revenue Recognition

 The Company generates revenue
through the resale of products. The Company considers customer agreements and purchase orders to be the contracts with the customer. There
is a single performance obligation, which is the Company's promise to transfer the Company's product to customers based on
specific payment and shipping terms in the arrangement. The entire transaction price is allocated to this single performance obligation.
Product revenue is recognized when a customer obtains control of the product. Revenue is measured as the amount of consideration the Company
expects to receive in exchange for transferring products either upon receipt of the product or as defined in the contract. The Company
records revenue on a gross basis as a principal or on a net basis as an agent depending on the contracted arrangement. For the year ended
December 31, 2024 and the period from February 16, 2023 (inception) to December 31, 2023, $ 207,436 and $0, respectively, were received
as advanced payment for products being sourced, of which $ 207,436 and $0 is included in deferred revenue at December 31, 2024 and 2023,
respectively on the consolidated balance sheets. The company anticipates recognizing these advance payments as revenue in 2025.

 F- 11

 Income taxes

 The Company follows the
asset and liability method of accounting for income taxes under FASB ASC 740, which requires an asset and liability approach to financial
accounting and reporting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences
attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their
respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in
the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities
of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established,
when necessary, to reduce deferred tax assets to the amount expected to be realized.

 FASB ASC 740 prescribes
a recognition threshold and a measurement attribute for the financial statement recognition and the measurement of tax positions taken
or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained
upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as
income tax expense. The Company is currently not aware of any issues under review that could result in significant payments, accruals
or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

 Recently Adopted Accounting Pronouncements

 In November 2023, the FASB
issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures," which will add required
disclosures of significant expenses for each reportable segment, as well as certain other disclosures to help investors understand how
the chief operating decision maker ("CODM") evaluates segment expenses and operating results. The new standard will also allow
disclosure of multiple measures of segment profitability if those measures are used to allocate resources and assess performance. The
amendments will be effective for public companies for fiscal years beginning after December 15, 2023, and interim periods within fiscal
years beginning after December 15, 2024. Early adoption is permitted. The amendments are required to be applied retrospectively to all
prior periods presented in an entity's financial statements. The Company adopted the guidance effective December 31, 2024 for the
fiscal year beginning January 1, 2024. There was no impact on the Company's reportable segment identified and additional required disclosures
have been included in these financial statements (see Note 3).

 Recently Accounting Pronouncements Not Yet Adopted

 In June 2022, the FASB issued
ASU 2022-03, "Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions,"
which clarifies that contractual sale restrictions are not considered in measuring fair value of equity securities and requires additional
disclosures for equity securities subject to contractual sale restrictions. The standard is effective for public companies for fiscal
years beginning after December 15, 2023. Early adoption is permitted. This accounting standard update is not expected to have a material
impact on our consolidated financial statements as the amendments align with our existing policy.

 In December 2023, the FASB
issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures," which requires disaggregated information
about a reporting entity's effective tax rate reconciliation as well as information on income taxes paid. The standard is intended
to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. The
standard will be effective for public companies for fiscal years beginning after December 15, 2024. Early adoption is permitted. We are
currently evaluating the impact of this accounting standard update on our consolidated financial statements.

 4. RECAPITALIZATION

 As discussed in Note 1,
"Organization and Business Operations", the Business Combination was consummated on December 21, 2023, which, for accounting
purposes, was treated as the equivalent of Global Hydrogen issuing stock for the net assets of Dune, accompanied by recapitalization.
Under this method of accounting, Dune was treated as the acquired company for financial accounting and reporting purposes under GAAP.

 F- 12

 Transaction Proceeds

 Upon closing of the Business
Combination, the Company received gross proceeds of $ 4.4 million from the Business Combination, offset by total transaction costs and
other fees totaling of $ 3.2 million. The following table reconciles the elements of the Business Combination to the consolidated statements
of cash flows and the consolidated statement of changes in stockholders' equity for the period ended December 31, 2023:

 Cash-trust and cash, net of redemptions

 $
 4,447,404

 Less: transaction costs, loans and advisory fees, paid

 ( 614,040
)

 Less: fees paid in connection with
 the forward purchase agreement

)

 Net proceeds from the Business Combination

 1,225,223

 Less: Derivative warrant liabilities

 ( 539,000
)

 Less: liabilities assumed

 ( 1,155,075
)

 Less: others, net

 21,858

 Reverse recapitalization, net

 $
 ( 446,994
)

 The number of shares of
Common Stock issued immediately following the consummation of the Business Combination were:

 Dune Class A common stock, outstanding prior to
 the Business Combination

 5,494,554

 Less: Redemption of Dune Class A common
 stock

 ( 747,518
)

 Business Combination shares

 4,747,036

 Global Hydrogen shares, Class B

 681,220

 PIPE investor shares, Class A

 Common Stock immediately
 after the Business Combination

 9,728,256

 The number of Global Hydrogen shares was determined
as follows:

 Global Hydrogen
 units

 Global Hydrogen
 Shares after

 conversion
 ratio

 Class B Common Stock

 12,500

 Redemption

 Prior to the closing of
the Business Combination, certain Dune public shareholders exercised their right to redeem certain of their outstanding shares for cash,
resulting in the redemption of 747,518 shares of Dune Class A common stock for an aggregate payment of $ 7,507,825.

 Public and private placement warrants

 The 8,625,000 Public Warrants
issued in the IPO the ("Public Placement Warrants) and 4,850,000 warrants issued in connection with private placement at the time
of the IPO (the "Private Placement Warrants") remained outstanding and became warrants of the Company (see Note 7).

 F- 13

 5. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

 The following table summarizes
other accrued expenses:

 2024

 2023

 Accounting and Consulting

 $
 4,277

 $
 34,505

 Legal Fees

 39,560

 35,000

 Transaction costs (1)

 12,561

 1,016,707

 Others

 18,811

 -

 $
 75,209

 $
 1,086,212

 (1)
 Accounts payable and accrued expenses assumed in business combination

 6. RELATED PARTY TRANSACTIONS

 Advances – Related party

 From February 16, 2023 (inception) to December 31, 2023, a member of
Global Hydrogen Energy, LLC advanced the Company a total of $ 852 to cover start-up and other operating costs. These amounts were due on
demand. At December 31, 2024 and 2023, the balance of $ 0 and $ 852 to this affiliate is reported in advances – related party on the
accompanying balance sheet.

 From January 1, 2024 to December 31, 2024, an affiliate of the Company
advanced a total of $ 707 to cover operating costs. These amounts were due on demand. At December 31, 2024 and 2023, the balance of $ 707
and $ 0 to this affiliate is reported in advances – related party on the accompanying balance sheet.

 Accounts payable - related party

 Commencing on the date that
the Dune's securities were first listed on Nasdaq and ending on the consummation of Dune's Business Combination, Dune was
obligated to pay the Sponsor a total of $ 10,000 per month for office space, secretarial and administrative services provided to members
of the Company's management team. As of December 31, 2024 and 2023, the Company had $ 110,000 outstanding for these services in
connection with such agreement due to related parties within Accounts payable – related party on the accompanying consolidated
balance sheets.

 Prior to the consummation
of the Business Combination, Dune agreed to reimburse its Sponsor, officers and directors, or any of their respective affiliates for
any out-of-pocket expenses incurred in connection with activities on its behalf such as identifying potential target businesses and performing
due diligence on suitable business combinations. As of December 31, 2024 and 2023, there was $ 14,867 included in accounts payable –
related party and $ 1,500 included in due to a related party on the accompanying consolidated balance sheet related to reimbursement of
such expenses.

 Convertible Promissory Notes – Related
Party

 On June 21, 2023, the Company
entered into an unsecured promissory note (the "Note") with an affiliate pursuant to which the affiliate agreed to loan the
Company up to an aggregate principal amount of $ 250,000 for working capital purposes and to pay expenses related to the Business Combination.
The Note was non-interest bearing and was payable on the earlier of the Closing Date or December 31, 2023. The Note was not convertible.
On December 5, 2024, the Company and the affiliate entered into an amended agreement (the "Amended Note") to (i) fix
the principal amount of the Amended Note at $ 103,950, the amount outstanding as of September 30, 2024; (ii) change the maturity date
of the Amended Note to March 31, 2025, extendable by written consent of the holder; (iii) include interest of 5 % per annum on the unpaid
principal balance, payable in kind and non-cash; 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 Company at $ 0.15 per share. The Amended Note remains 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 to become immediately due and payable. As of December 31, 2024 and 2023, there were $ 103,950 outstanding under
the Note.

 On June 21, 2023, the Company
issued an unsecured promissory note (the "Sponsor Note") to the Sponsor, which provided for borrowings from time to time of
up to an aggregate of $ 300,000 that was allowed to be drawn by the Company and used for working capital purposes and to pay expenses related
to the Business Combination. The Sponsor Note did not bear interest and was payable on the earlier of December 31, 2023 and the consummation
of the Business Combination. On December 5, 2024, the Company and the affiliate entered into an amended agreement (the "Amended
Sponsor Note") to (i) fix the principal amount of the Amended Sponsor Note at $ 170,000, the amount outstanding as of September
30, 2024; (ii) change the maturity date of the Amended Sponsor Note to March 31, 2025, extendable by written consent of the holder; (iii)
include interest of 5 % per annum on the unpaid principal balance, payable in kind and non-cash; 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 Company at $ 0.15
per share. The Sponsor Note is subject to customary events of default, the occurrence of any of which automatically triggers the unpaid
principal balance of the Amended Sponsor Note and all other sums payable with regard to the Amended Sponsor Note to become immediately
due and payable. As of December 31, 2024 and 2023, there were $ 170,000 under the Amended Sponsor Note.

 F- 14

 CEO Employment Agreement

 On March 4, 2024, Global
Hydrogen entered into an employment agreement amendment (the "Employment Agreement Amendment") with William Bennet Nance,
Jr., the former Chief Executive Officer and Founder of Global Hydrogen and a former director of the Company. Pursuant to the Employment
Agreement Amendment, Mr. Nance's compensation was restructured to entitle him to contingent payments ("Gross Profit Payments")
equal to 15 % of the Gross Profit (as defined in the Employment Agreement Amendment) of the Company, determined in accordance with U.S.
generally accepted accounting principles, up to a maximum amount of $ 250,000 on an annualized basis, less applicable taxes and withholdings,
in lieu of the base salary he had previously been entitled to. The Employment Agreement Amendment also made conforming changes to Mr.
Nance's employment agreement, such that (i) the change in his compensation structure effected by the Employment Agreement Amendment
would not constitute "good reason" for Mr. Nance to terminate his employment with Global Hydrogen, other subsidiaries of
the Company or the Company itself, and (ii) if Mr. Nance's employment was terminated by him for good reason, or by the Company
without cause (and not due to death or disability), Mr. Nance was to be entitled to consideration updated to include any earned but unpaid
Gross Profit Payments through the date of termination. The Employment Agreement Amendment also shortened the restricted period during
which certain non-competition and non-solicitation provisions of Mr. Nance's original employment agreement remained in effect.
Effective June 17, 2024, Mr. Nance was terminated by the Company for "Cause" (as defined in the employment agreement) and
the employment agreement was terminated.

 Issuance of Common Stock to Officers

 On December 5, 2025, Global
Hydrogen approved and issued a total of 1,050,000 Class A common stock to officers of the Company under the 2023 Equity Incentive Plan
(See Note 7).

 7. STOCKHOLDERS' EQUITY

 Preferred Stock
– The Company is authorized to issue 1,000,000 shares of preferred stock, par value $ 0.0001 per share, with such designations,
voting and other rights and preferences as may be determined from time to time by the Board. As of December 31, 2024 and 2023, there
were no shares of preferred stock issued and outstanding.

 Class A Common Stock
 – The Company is authorized to issue 380,000,000 shares of Class A common stock with a par value of $ 0.0001 per share. As
of December 31, 2024 and 2023, there were 6,478,256 and 5,428,256, Class A common stock issued and outstanding, respectively.

 Class B Common Stock
 – The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $ 0.0001 per share. As
of December 31, 2024 and 2023, there were 2,700,000 and 4,300,000 shares of Class B common stock issued and outstanding, respectively.

 Voting Rights

 The holders of the Company's
Common Stock possess all voting power for the election of our directors and all other matters requiring stockholder action and will at
all times vote together as one class on all matters submitted to a vote of the stockholders of the Company. Holders of the Company's
Common Stock is entitled to one vote per share on matters to be voted on by stockholders and have the right to cumulate votes in the
election of directors.

 Dividend Rights

 The holders of the
Company's Class A Common Stock are entitled to receive such dividends and other distributions as declared by the Board,
equally on a per share basis. Dividends will not be declared or paid on the Company's Class B Common Stock and the
holders of shares of the Company's Class B Common Stock shall have no right to receive dividends in respect of such
shares of the Company's Class B Common Stock.

 Liquidation, Dissolution and Winding Up

 In the event of any voluntary
or involuntary liquidation, dissolution or winding-up of the Company, after payment or provision for payment of the debts and other liabilities
of the Company, and subject to the rights of the holders of shares of the Company's preferred stock in respect thereof, the holders
of shares of the Company's Class A Common Stock will be entitled to receive all of the remaining assets of the Company available
for distribution to its stockholders, ratably in proportion to the number of shares of the Company's Class A Common Stock
held by them. The holders of shares of the Class B Common Stock, as such, will not be entitled to receive any assets of the Company's
in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company.

 F- 15

 Warrants

 As part of the IPO, Dune
issued warrants to third party investors where each whole warrant entitles the holder to purchase one share of Class A common stock at
a price of $ 11.50 per share. Simultaneously with the closing of the IPO, Dune completed the private placement of 4,850,000 private placement
warrants at a price of $ 1.00 per private placement warrant which allows the holder to purchase one share of the Company's Class
A common stock at a price of $ 11.50 per share. At December 31, 2024 and 2023, there were 8,625,000 Public Warrants and 4,850,000 Private
Placement warrants outstanding.

 These warrants expire on
the fifth anniversary of the Business Combination or earlier upon redemption or liquidation and are exercisable commencing 30 days after
the Business Combination, provided that the Company has an effective registration statement under the Securities Act covering the shares
of common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits
holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and registered, qualified
or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder.

 Forward Purchase Agreement

 As discussed in Note 1, in
connection with the Business Combination, on December 1, 2023, Dune and Global Hydrogen entered into a forward purchase agreement (the
"Forward Purchase Agreement") with each of (i) Meteora Strategic Capital, LLC ("MSC"), (ii) Meteora Capital Partners,
LP ("MCP") and (iii) Meteora Select Trading Opportunities Master, LP ("MSTO" and, collectively with MSC and MCP,
the "Seller") for an OTC Equity Prepaid Forward Transaction. For purposes of the Forward Purchase Agreement, Dune is referred
to as the "Counterparty" prior to the consummation of the Business Combination, while Global Gas Corporation is referred to
as the "Counterparty" after the consummation of the Business Combination. Capitalized terms used herein but not otherwise
defined shall have the meanings ascribed to such terms in the Forward Purchase Agreement.

the forward purchase agreement for as a derivative in accordance with Accounting Standards Codification ("ASC") 815,
"Derivatives and Hedging", and presented in equity at December 31, 2024 and 2023 on the consolidated balance sheet.

 On February 5, 2024, the
Company and the Seller entered into an amendment to the Forward Purchase Agreement (the "Amendment"). The Amendment amends
the section of the Forward Purchase Agreement regarding a Prepayment Shortfall by providing that the Company has the option, at its sole
discretion, at any time up to 45 days prior to the Valuation Date, to request up to $ 5 million in Prepayment Shortfall via twenty separate
written requests to Seller in the amount of $ 250,000 each (each, an "Additional Shortfall Request"), provided that at the
time of any Additional Shortfall Request (i) Seller has recovered 110 % of the prior Additional Shortfall Request, if any, via Shortfall
Sales and (ii) the VWAP Price over the five trading days prior to such Additional Shortfall Request multiplied by the then current Number
of Shares less Shortfall Sale Shares held by Seller is at least 2.625 times greater than such Additional Shortfall Request. In addition,
the Amendment amends the section of the Forward Purchase Agreement regarding Prepayment Shortfall Consideration by eliminating the 180-day
period following a Trade Date before Seller may commence selling Recycled Shares and by permitting such sales without payment by Seller
of any Early Termination Obligation until such time as the proceeds from such sales equal 110 % (instead of 100 % as originally provided
in the Forward Purchase Agreement) of the Prepayment Shortfall. Finally, the Amendment amends the section of the Forward Purchase Agreement
regarding Share Consideration by amending the holding period to equal the earlier of (i) Seller recovering 110 % of the first Additional
Shortfall Request and (ii) the three-month anniversary of the Business Combination (as defined in the Forward Purchase Agreement) (instead
of just a three-month holding period).

 Pursuant to the terms
of the Forward Purchase Agreement, the Seller intended, but was not obligated, to purchase up to 950,000 shares minus the Share Consideration
Shares (as defined below) (the "Maximum Number of Shares") of Class A common stock, par value $ 0.0001 per share, of Dune ("Dune
Class A Common Stock") substantially concurrently with the closing of the Business Combination, less the number of shares of Dune
Class A Common Stock purchased by Seller separately from third parties through a broker in the open market ("Recycled Shares")
prior to the closing of the Business Combination. Seller shall not be required to purchase an amount of Dune Class A Common Stock such
that following such purchase, the Seller's ownership would exceed 9.9 % of the total Dune Class A Common Stock outstanding immediately
after giving effect to such purchase, unless Seller, at its sole discretion, waives such 9.9 % ownership limitation. The Number of Shares
subject to the Forward Purchase Agreement is subject to reduction following a termination of the Forward Purchase Agreement with respect
to such shares of Dune Class A Common Stock as described under "Optional Early Termination" in the Forward Purchase Agreement.
Seller intended to purchase Dune Class A Common Stock pursuant to its FPA Funding Amount PIPE Subscription Agreement (as defined below)
and from third parties (other than Counterparty) through a broker in the open market (other than through Counterparty).

 F- 16

 The Forward Purchase Agreement
provides that Seller would be paid directly an aggregate cash amount (the "Prepayment Amount") equal to the product of (i)
the Number of Shares as set forth in each Pricing Date Notice and (ii) the redemption price per share (the "Initial Price")
as defined in Section 9.2(a) of Dune's Amended and Restated Charter, less (iii) an amount in US dollars equal to 0.5 % of the product
of the Recycled Shares and the Initial Price paid by Seller to Counterparty on the Prepayment Date (which amount shall be netted from
the Prepayment Amount) (the "Prepayment Shortfall").

 The Counterparty would pay
to Seller the Prepayment Amount required under the Forward Purchase Agreement directly from the Counterparty's trust account maintained
by Continental Stock Transfer & Trust Company holding the net proceeds of the sale of the units in the Counterparty's initial
public offering and the sale of private placement warrants (the "Trust Account") no later than the earlier of (a) one business
day after the date of the Business Combination closing (the "Closing Date") and (b) the date any assets from the Trust Account
are disbursed in connection with the Business Combination, except that to the extent the Prepayment Amount payable to a Seller is to be
paid from the purchase of Additional Shares by such Seller pursuant to the terms of its FPA Funding Amount PIPE Subscription Agreement,
such amount will be netted against such proceeds, with such Seller being able to reduce the purchase price for the Additional Shares by
the Prepayment Amount. For the avoidance of doubt, any Additional Shares purchased by a Seller will be included in the Number of Shares
for its respective Forward Purchase Agreement for all purposes, including for determining the Prepayment Amount.

 In addition to the Prepayment
Amount, the Counterparty will pay directly from the Trust Account, on the Prepayment Date, an amount equal to the product of (x) up to
 80,000 (with such final amount to be determined by Seller in its sole discretion via written notice to Counterparty) and (y) the Initial
Price. The Shares purchased with the Share Consideration (the "Share Consideration Shares") will be incremental to the Maximum
Number of Shares, will not be included in the Number of Shares in the Transaction and will be subject to a three-month holding period.

 The reset price (the "Reset
Price") will be $ 10.00; provided, however, that the Reset Price will be reduced immediately to any lower price at which the Counterparty
sells, issues or grants any Dune Class A Common Stock or securities convertible or exchangeable into Dune Class A Common Stock (excluding
any secondary transfers) (a "Dilutive Offering"), then the Reset Price shall be modified to equal such reduced price as of
such date (subject to certain customary exceptions).

 From time to time and on
any date following the Trade Date (any such date, an "OET Date"), Seller may, in its absolute discretion, terminate its Forward
Purchase Agreement in whole or in part by providing written notice to the Counterparty (the "OET Notice"), by the later of
(a) the fifth business day following the OET Date and (b) no later than the next Payment Date following the OET Date (which shall specify
the quantity by which the Number of Shares shall be reduced (such quantity, the "Terminated Shares")); provided that "Terminated
Shares" includes only such quantity of Shares by which the Number of Shares is to be reduced and included in an OET Notice and does
not include any other Share sales, Shortfall Sale Shares or sales of Shares that are designated as Shortfall Sales (which designation
can be made only up to the amount of Shortfall Sale proceeds), any Share Consideration sales or any other Shares, whether or not sold,
which shares will not be included in any OET Notice when calculating the number of Terminated Shares. The effect of an OET Notice shall
be to reduce the Number of Shares by the number of Terminated Shares specified in such OET Notice with effect as of the related OET Date.
As of each OET Date, the Counterparty shall be entitled to an amount from the Seller, and the Seller shall pay to the Counterparty an
amount, equal to the product of (x) the number of Terminated Shares and (y) the Reset Price in respect of such OET Date, except that no
such amount will be due to Counterparty upon any Shortfall Sale. The payment date may be changed within a quarter at the mutual agreement
of the parties.

 From time to time and on
any date following the Trade Date (any such date, a "Shortfall Sale Date") Seller may, in its absolute discretion, at any
sales price, sell Shortfall Sale Shares, and in connection with such sales, Seller shall provide written notice to Counterparty (the "Shortfall
Sale Notice") no later than the later of (a) the fifth business day following the Shortfall Sale Date and (b) the first Payment
Date after the Shortfall Sale Date, specifying the quantity of the Shortfall Sale Shares and the allocation of the Shortfall Sale proceeds.
Seller shall not have any Early Termination Obligation in connection with any Shortfall Sales. The Counterparty covenants and agrees for
a period of at least sixty ( 60) business days (commencing on the Prepayment Date or if an earlier Registration Request is submitted by
Seller on the Registration Statement Effective Date) not to issue, sell or offer or agree to sell any Shares, or securities or debt that
is convertible, exercisable or exchangeable into Shares, including under any existing or future equity line of credit, until the Shortfall
Sales equal the Prepayment Shortfall; provided, however, that the Forward Purchase Agreement does not prohibit the issuance of any securities
issued, assumed or issuable in connection with the Business Combination.

 F- 17

 Unless and until the proceeds
from Shortfall Sales equal 100 % of the Prepayment Shortfall, in the event that the product of (x) the difference between (i) the number
of Shares as specified in the Pricing Date Notice(s), less (ii) any Shortfall Sale Shares as of such measurement time, multiplied by (y)
the VWAP Price, is less than (z) the difference between (i) the Prepayment Shortfall, less (ii) the proceeds from Shortfall Sales as of
such measurement time (the "Shortfall Variance"), then the Counterparty, as liquidated damages in respect of such Shortfall
Variance, at its option shall within five ( 5) business days either:

 (A)
 pay in cash an amount equal
to the Shortfall Variance; or

 (B)
 issue and deliver to Seller
such number of additional Shares that are equal to (1) the Shortfall Variance, divided by (2) 90 % of the VWAP Price (the "Shortfall
Variance Shares").

 The Forward Purchase Agreement
matures on, and the "Valuation Date" will be, the earliest to occur of (a) three ( 3) years after of the Closing Date, (b)
the date specified by a Seller in a written notice to be delivered to the Counterparty at a Seller's discretion (which Valuation
Date shall not be earlier than the day such notice is effective) after the occurrence of any of (v) a Shortfall Variance Registration
Failure, (w) a VWAP Trigger Event, (x) a Delisting Event, (y) a Registration Failure or (z) unless otherwise specified therein, upon any
Additional Termination Event, and (c) the date specified by Seller in a written notice to be delivered to Counterparty at Seller's
sole discretion (which Valuation Date shall not be earlier than the day such notice is effective).

 On the Cash Settlement Payment
Date, which is the tenth business day following the last day of the Valuation Period commencing on the Valuation Date, a Seller shall
pay the Counterparty a cash amount equal to either: (1) in the event that the Valuation Date is determined by clause (c) of the Valuation
Date definition, a cash amount equal to (A) the Number of Shares as of the Valuation Date, multiplied by (B) the closing price per share
of the Dune Class A Common Stock on the business day immediately preceding the Valuation Date, or (2) (A) the Number of Shares as of the
Valuation Date less the number of Unregistered Shares, multiplied by (B) the volume-weighted daily VWAP Price over the Valuation Period.
The Settlement Amount Adjustment is equal to (1) the Maximum Number of Shares as of the Valuation Date multiplied by (2) $ 1.50 per share,
and the Settlement Amount Adjustment will be automatically netted from the Settlement Amount. If the Settlement Amount Adjustment exceeds
the Settlement Amount, the Counterparty will pay the Seller in Dune Class A Common Stock or, at the Counterparty's election, in
cash.

 Seller has agreed to waive
any redemption rights under the Amended and Restated Charter with respect to any Dune Class A Common Stock purchased through the FPA Funding
Amount PIPE Subscription Agreement and any Recycled Shares in connection with the Business Combination. Such waiver may reduce the number
of Dune Class A Common Stock redeemed in connection with the Business Combination, and such reduction could alter the perception of the
potential strength of the Business Combination. The Forward Purchase Agreement has been structured, and all activity in connection with
such agreement has been undertaken, to comply with the requirements of all tender offer regulations applicable to the Business Combination,
including Rule 14e-5 under the Securities Exchange Act of 1934, as amended. Seller cannot tender any shares in any public tender offer
for a period of eight months after the Closing Date.

 On December 1, 2023, Dune
entered into a subscription agreement (the "FPA Funding Amount PIPE Subscription Agreement") with the Seller. Pursuant to
the FPA Funding Amount PIPE Subscription Agreement, the Seller party thereto agreed to subscribe for and purchase, and Dune agreed to
issue and sell to the Seller, on the Closing Date, an aggregate number of shares of Dune Class A Common Stock equal to the Maximum Number
of Shares less the Recycled Shares in connection with the Forward Purchase Agreement (subject to the 9.9 % ownership limitation described
above).

 As of December 31, 2024,
the Company determined that due to uncertainty of additional cash receipts under the Forward Purchase Agreement as a result of the significant
decrease in stock price, the balance of $ 2,333,141 related to the Forward Purchase Agreement was written off in equity.

 Forfeiture Agreements

 On March 4, 2024, the Company
entered into the Forfeiture Agreements with certain holders of the Company's Class B common stock. Pursuant to the Forfeiture Agreements,
such holders forfeited an aggregate of 1,600,000 shares (the "Forfeited Shares") in exchange for consideration previously
received. After the Forfeitures pursuant to the Forfeiture Agreements, the Sellers continue to hold an aggregate of 2,700,000 shares of
the Company's Class B common stock.

 Restricted Stock

 On December 5, 2024, the Company
issued 1,050,000 shares of Class A Common Stock pursuant to the December 2023 Incentive Equity Plan to key team members of the
Company. A total of $ 950,000 shares were immediately vested with a grant date fair value of $ 142,595 and 100,000 shares vests on June
30, 2025 with a grant date fair value of $ 15,010.

 F- 18

 8. FAIR VALUE MEASUREMENTS

 We account for certain liabilities
at fair value and classify these liabilities within the fair value hierarchy (Level 1, Level 2, or Level 3). There were no assets measured
at fair value as of December 31, 2024 and 2023.

 Liabilities subject to fair
value measurements are as follows:

 As of December 31, 2024

 Level 1

 Level 2

 Level 3

 Total

 Liabilities

 Derivative warrant liabilities – public

 17,250

 -

 -

 17,250

 Derivative warrant liabilities – private placement

 9,700

 -

 -

 9,700

 Total liabilities

 $
 26,950

 $
 -

 $
 -

 $
 26,950

 As of December 31, 2023

 Level 1

 Level 2

 Level 3

 Total

 Liabilities

 Derivative warrant liabilities – public

 276,000

 -

 -

 276,000

 Derivative warrant liabilities – private placement

 155,200

 -

 -

 155,200

 Total liabilities

 $
 431,200

 $
 -

 $
 -

 $
 431,200

 Warrant liabilities

 The public warrants are separately
listed and traded in an active market, the public warrants have been measured at fair value utilizing their listed trading price. The
estimated fair value of private placement warrants as of December 31, 2024 and 2023 was based on the fair value of the public warrants.

 For the year ended December
31, 2024, the Company recognized an income from a decrease in the fair value of liabilities of $ 404,250, presented as a change in fair
value of derivative warrant liabilities in the accompanying consolidated statements of operations.

 9. STOCK BASED COMPENSATION

 Restricted Stock Grants

 For the year ended December
31, 2024, $ 144,480 of stock-based compensation was expensed and included in general and administrative expenses on the accompanying statements
of income. At December 31, 2024, the remaining unrecognized stock-based compensation expense is $ 13,125 and anticipated to be expensed
by June 30, 2025.

 The following table summarizes
our restricted stock activity for the year ended December 31, 2024:

2024

 Balance at beginning of period

 -

 Granted

 1,050,000

 Expired / Cancelled

 -

 Released

 -

 Balance at end of period

 1,050,000

 10. INCOME TAXES

 The Company's net deferred tax assets at
December 31, 2024 and 2023 are as follows:

 2024

 2023

 Deferred tax assets

 Stock based compensation

 47,661

 —

 Net operating loss carryforwards

 227,385

 113,635

 Total deferred tax assets

 275,047

 113,635

 Valuation allowance

 ( 275,047
)

 ( 113,635
)

 Deferred tax assets, net valuation allowance

 $
 —

 $
 —

 F- 19

 The income tax provision consists for the year
ended December 31, 2024 and 2023 of the following:

 2024

 2023

 Federal

 Current

 $
 —

 —

 Deferred

 175,092

 85,675

 State

 Current

 —

 —

 Deferred

 99,955

 27,960

 Change in valuation allowance

 ( 275,047
)

 ( 113,635
)

 Income tax provision

 $
 —

 —

 At December 31, 2024 and 2023, the Company had approximately $ 689,292
and $ 407,976 of net operating loss ("NOL") carryforwards that may be available to offset future Federal taxable income indefinitely.
The utilization of NOL carryforwards to offset future taxable income may be subject to limitations under Section 382 of the Internal Revenue
Code and similar state statutes as a result of ownership changes that could occur in the future. If necessary, the deferred tax assets
will be reduced by any carryforward that expires prior to utilization as a result of such limitations, with a corresponding reduction
of the valuation allowance.

 In assessing the realization of the deferred tax assets, management
considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization
of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing
net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future
taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management
believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established
a full valuation allowance. For the year ended December 31, 2024, the change in the valuation allowance was $ 208,979. For the year ended
December 31, 2023, the change in the valuation allowance was $ 407,976.

 A reconciliation of the federal
income tax rate to the Company's effective tax rate is as follows:

 2024

 2023

 Statutory federal income tax rate

 21.0
 %

 21.0
 %

 State tax expense, net of federal benefit

 12.0
 %

 6.9
 %

 Permanent items

 Change in fair value of derivative liabilities

 102.0
 %

 10.0
 %

 Impact or rate change

 16.0
 %

 —

 Prior year adjustment

 ( 27.7
)%

 —

 Valuation allowance

 ( 123.5
)%

 ( 37.9
)%

 Income tax provision

 —

 %

 —

 %

 The Company files income
tax returns in the U.S. federal jurisdiction and is subject to examination by such taxing authority. The Company's tax returns since
inception remain open to examination by such taxing authority.

 11. COMMITMENTS AND CONTINGENCIES

 Litigation

 In the normal course of business,
the Company may become involved in various lawsuits and legal proceedings. While the ultimate results of these matters cannot be predicted
with certainty, management does not expect them to have a material adverse effect on the financial position or results of operations of
the Company.

 12. SUBSEQUENT EVENTS

 Subsequent events have been
evaluated through March 31, 2024, which represents the date the consolidated financial statements were available to be issued, and no
events have occurred through that date that would impact the consolidated financial statements.

 NONE NONE 0001817232 false FY

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