Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Glatt Carter

(Last)

(First)

(Middle)

700 S. ROSEMARY AVENUE, SUITE 204

(Street)

WEST PALM BEACH

33401

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Global Gas Corp [ HGAS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			Chairman

3. Date of Earliest Transaction (Month/Day/Year)
12/05/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	12/05/2024		A		200,000	A	$0	200,000	D
Class A Common Stock								4,312,500	I⁽²⁾	See footnote⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Convertible Promissory Notes	$0.15	12/05/2024		A		$103,950		12/05/2024	03/31/2025	Class A Common Stock	693,000⁽¹⁾	⁽¹⁾	$103,950	D
Convertible Promissory Notes	$0.15	12/05/2024		A		$170,000		12/05/2024	03/31/2025	Class A Common Stock	1,133,333⁽¹⁾	⁽¹⁾	$170,000	I⁽²⁾	See footnote⁽²⁾

1. Name and Address of Reporting Person^*

Glatt Carter

(Last)

(First)

(Middle)

700 S. ROSEMARY AVENUE, SUITE 204

(Street)

WEST PALM BEACH

33401

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			Chairman

1. Name and Address of Reporting Person^*

Dune Acquisition Holdings LLC

(Last)

(First)

(Middle)

700 S. ROSEMARY AVENUE

SUITE 204

(Street)

WEST PALM BEACH

33401

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Each of these promissory notes ("Notes") were first issued to the respective Reporting Person by the Issuer on June 21, 2023 in the form of unsecured promissory notes that were not convertible into Class A Common Stock. On December 5, 2024, the Issuer and the holder of each respective Note amended and restated each such applicable Note to: (i) fix the principal amount of each Note at the amount outstanding as of September 30, 2024; (ii) establish a maturity date of March 31, 2025; (iii) add interest of 5% per annum on the unpaid principal balance of each Note, payable in kind; and (iv) include a conversion feature whereby the holder may elect to convert the principal and accrued interest of such Note into Class A Common Stock of the Issuer at $0.15 per share. Accordingly, the number of shares of Class A Common Stock into which each Note can be converted is subject to change as interest accrues on the Note.

2. These securities are held directly by Dune Acquisition Holdings LLC. Mr. Glatt is the manager of Dune Acquisition Holdings LLC and has voting and investment discretion with respect to the securities held of record by Dune Acquisition Holdings LLC. Mr. Glatt disclaims any beneficial ownership of the securities held by Dune Acquisition Holdings LLC other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

Remarks:

See Exhibit 99.1 - Joint Filer Information, which was filed as an exhibit to Form 3 filed by the Reporting Persons on December 17, 2020, and is incorporated herein by reference and describes in further detail the relationships of the Reporting Persons to the Issuer.

	/s/ Dune Acquisition Holdings LLC, By: Carter Glatt, Managing Member	12/09/2024
	/s/ Carter Glatt	12/09/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.