CUSIP No: 37892P107
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SCHEDULE 13D
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Page 2 of 5 Pages
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1
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NAMES OF REPORTING PERSONS
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William Bennett Nance, Jr.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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(b)
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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PF |
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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2,000,000 (1)
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8
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SHARED VOTING POWER
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0 |
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9
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SOLE DISPOSITIVE POWER
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2,000,000 (1)
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10
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SHARED DISPOSITIVE POWER
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0 |
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,000,000 (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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26.9% (2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN |
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(1) |
This amount includes 2,000,000 shares of Class A Common Stock (as defined herein) that the Reporting Person has the right to acquire within 60 days upon exchange of 2,000,000 shares of Class B Common Stock (as
defined herein) held directly by the Reporting Person.
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(2) |
This percentage is calculated based on the sum of (i) 5,428,256 shares of Class A Common Stock outstanding immediately after the Closing (as defined herein) on December 21, 2023, as reported in the Issuer’s
current report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on December 28, 2023, and (ii) 2,000,000 shares of Class A Common Stock that the Reporting Person has the right to acquire within 60 days upon exchange
of 2,000,000 shares of Class B Common Stock held directly by the Reporting Person, which amount has been added to the shares of Class A Common Stock outstanding in accordance with Rule 13d-3(d)(1)(i) under the Act.
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CUSIP No: 37892P107
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SCHEDULE 13D
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Page 3 of 5 Pages
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Item 1. |
Security and Issuer
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Item 4. |
Purpose of Transaction
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Item 5. |
Interest in Securities of the Issuer
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CUSIP No: 37892P107
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SCHEDULE 13D
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Page 4 of 5 Pages
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Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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Item 7. |
Material to be Filed as Exhibits
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Exhibit 6
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Employment Agreement Amendment, dated as of March 4, 2024, by and among Global Hydrogen and the Reporting Person (incorporated by reference to Exhibit 10.1 to the Issuer’s
current report on Form 8-K filed with the SEC on March 5, 2024).
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Exhibit 7
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Form of Forfeiture Agreement, dated as of March 4, 2024, by and among the Issuer and the Reporting Person (incorporated by reference to Exhibit 10.2 to the Issuer’s current
report on Form 8-K filed with the SEC on March 5, 2024).
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CUSIP No: 37892P107
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SCHEDULE 13D
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Page 5 of 5 Pages
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WILLIAM BENNETT NANCE, JR.
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/s/ William Bennett Nance, Jr.
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March 6, 2024
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