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    Dune Acquisition Corporation filed SEC Form 8-K: Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

    2/12/24 5:27:30 PM ET
    $DUNE
    Investment Bankers/Brokers/Service
    Finance
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    false 0001817232 0001817232 2024-02-06 2024-02-06 0001817232 HGAS:ClassCommonStockParValue0.0001PerShareMember 2024-02-06 2024-02-06 0001817232 HGAS:WarrantsEachWholeWarrantExercisableForOneShareOfClassCommonStockEachAtExercisePriceOf11.50PerShareMember 2024-02-06 2024-02-06 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

    FORM 8-K

     

    CURRENT REPORT

    PURSUANT TO SECTION 13 OR 15(D)

    OF THE SECURITIES EXCHANGE ACT OF 1934

     

    Date of Report (Date of earliest event reported): February 6, 2024

     

    Global Gas Corporation

    (Exact name of registrant as specified in its charter)

     

    Delaware   001-39819   85-1617911
    (State or other jurisdiction
    of incorporation)
      (Commission File Number)   (I.R.S. Employer 
    Identification No.)

     

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

     

    (917) 327-0437

    (Registrant’s telephone number,
    including area code)

     

    Not Applicable

    (Former name or former address, if changed since last report)

     

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

     

    ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     

    ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     

    ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     

    ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:

     

    Title of each class   Trading Symbol(s)   Name of each exchange on which registered
             
    Class A common stock, par value $0.0001 per share   HGAS   The Nasdaq Stock Market LLC
    Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share   HGASW   The Nasdaq Stock Market LLC

     

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

     

    Emerging growth company ☒

     

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

     

     

     

     

     

     

    Item 4.01 Changes in Registrant’s Certifying Accountant.

     

    (a) On February 6, 2024, Marcum LLP (“Marcum”) was dismissed as the independent registered public accounting firm for the Company and replaced by Grassi & Co., CPAs, P.C. (“Grassi”). The decision to replace Marcum with Grassi was approved by the Audit Committee of the Board of Directors of the Company.

     

    Since December 21, 2023 (the date of Marcum’s engagement) through the year ended December 31, 2023 and the subsequent interim period through February 6, 2024, (i) there were no disagreements between the Company and Marcum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to their satisfaction, would have caused would have caused Marcum to make reference to such disagreements in its report on the consolidated financial statements for such years; and (ii) there were no “reportable events” as such term is defined in Item 304(a)(1)(v) of Regulation S-K).

     

    Marcum served as the independent registered public accounting firm for Global Hydrogen Energy, LLC, the accounting acquirer in our business combination, from May 15, 2023 through the close of the business combination on December 21, 2023. Marcum did not issue an audit report for Global Gas Corporation. During its time as Global Hydrogen's independent registered public accounting firm, Marcum issued an audit report to the Company on the consolidated financial statements of the Company dated April 21, 2023. The report issued by Marcum did not contained an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles, except for the uncertainty for going concern.

     

    Before filing this Current Report on Form 8-K with the SEC, the Company provided Marcum with a copy of the disclosures contained in this Item 4.01(a). The Company has requested that Marcum issue a letter, addressed to the SEC, stating whether or not Marcum agrees with the statements contained in this Item 4.01(a). A copy of Marcum’s letter dated February 6, 2024, addressed to the SEC, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

     

    (b) During the Company’s two most recent fiscal years and through February 6, 2024, neither the Company nor anyone acting on the Company’s behalf consulted Grassi with respect to any of the matters or reportable events set forth in Item 304(a)(2) of Regulation S-K.

     

    Item 9.01 Financial Statements and Exhibits.

     

    (d) Exhibits.

     

    Exhibit Number   Description of Exhibit
         
    16.1   Letter, dated February 12, 2024, from Marcum LLP addressed to the Securities and Exchange Commission.
    104   Cover page interactive data file (embedded within the Inline XBRL document).

     

    1

     

     

    SIGNATURES

     

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     

      GLOBAL GAS CORPORATION
       
    Date: February 12, 2024 By: /s/ William Bennett Nance, Jr.
      Name: William Bennett Nance, Jr.
      Title: Chief Executive Officer and Secretary

     

     

    2

     

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