Global Gas (HGAS) S-116 Apr 24IPO registrationFinancial data

Company Profile

Document And Entity Information

Document And Entity Information	11 Months Ended
Document And Entity Information	Dec. 31, 2023
Document Information Line Items
Entity Registrant Name	Global Gas Corporation
Document Type	S-1
Amendment Flag	false
Entity Central Index Key	0001817232
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Incorporation, State or Country Code	DE

Consolidated Balance Sheets

Consolidated Balance Sheets	Dec. 31, 2023 USD ($)
Current assets:
Cash	$ 62,362
Prepaid expenses	583
Marketable securities	1,120,966
Total Current Assets	1,183,911
TOTAL ASSETS	1,183,911
Current liabilities:
Accounts payable and accrued expenses	1,086,212
Total Current Liabilities	1,487,381
Derivative warrant liabilities	431,200
TOTAL LIABILITIES	1,918,581
STOCKHOLDERS’ (DEFICIT) EQUITY
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; zero shares issued or outstanding as of December 31, 2023
Subscription receivable	(2,608,141)
Additional paid-in capital	2,172,674
Accumulated deficit	(300,176)
Total stockholders’ deficit	(734,670)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	1,183,911
Class A Common Stock
STOCKHOLDERS’ (DEFICIT) EQUITY
Common stock, value	543
Class B Common Stock
STOCKHOLDERS’ (DEFICIT) EQUITY
Common stock, value	430
Related Party
Current liabilities:
Accounts payable – related party	124,867
Advances – related party	2,352
Promissory notes – related party	$ 273,950

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parentheticals)	Dec. 31, 2023 $ / shares shares
Preferred stock, par value (in Dollars per share) \| $ / shares	$ 0.0001
Preferred stock, shares authorized	1,000,000
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Class A Common Stock
Common stock, par value (in Dollars per share) \| $ / shares	$ 0.0001
Common stock, shares authorized	380,000,000
Common stock, shares issued	5,428,256
Common stock, shares outstanding	5,428,256
Class B Common Stock
Common stock, par value (in Dollars per share) \| $ / shares	$ 0.0001
Common stock, shares authorized	20,000,000
Common stock, shares issued	4,300,000
Common stock, shares outstanding	4,300,000

Consolidated Statement of Opera

Consolidated Statement of Operations	11 Months Ended
Consolidated Statement of Operations	Dec. 31, 2023 USD ($) $ / shares shares
Operating Expenses:
General and administrative	$ 408,453
Start up costs	574
Loss from operations	(409,027)
Other income:
Interest income	1,051
Change in fair value of derivative warrant liabilities	107,800
Total other income	108,851
Net loss	$ (300,176)
Class A Common Stock
Other income:
Weighted average shares outstanding, basic (in Shares) \| shares	170,700
Net loss per common stock, basic (in Dollars per share) \| $ / shares	$ (0.07)
Class B Common Stock
Other income:
Weighted average shares outstanding, basic (in Shares) \| shares	4,300,000
Net loss per common stock, basic (in Dollars per share) \| $ / shares	$ (0.07)

Consolidated Statement of Ope_2

Consolidated Statement of Operations (Parentheticals)	11 Months Ended
Consolidated Statement of Operations (Parentheticals)	Dec. 31, 2023 $ / shares shares
Class A Common Stock
Weighted average shares outstanding, diluted \| shares	170,700
Net loss per common stock, diluted \| $ / shares	$ (0.07)
Class B Common Stock
Weighted average shares outstanding, diluted \| shares	4,300,000
Net loss per common stock, diluted \| $ / shares	$ (0.07)

Consolidated Statements of Chan

Consolidated Statements of Changes in Stockholders' (Deficit) Equity - 11 months ended Dec. 31, 2023 - USD ($)	Class A Common Stock	Class B Common Stock	Members’ Contribution Amount	Subscription Receivable	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Feb. 15, 2023
Balance (in Shares) at Feb. 15, 2023
Members’ Contribution of Capital			12,500				12,500
Merger Recapitalization (Note 1)		$ 430	(12,500)		12,070
Merger Recapitalization (Note 1) (in Shares)		4,300,000
Issuance of common stock upon Business Combination	$ 449				(447,443)		(446,994)
Issuance of common stock upon Business Combination (in Shares)	4,488,642
Meteora Forward Purchase Agreement Shares	$ 94			(2,608,141)	2,608,047
Meteora Forward Purchase Agreement Shares (in Shares)	939,614
Net loss						(300,176)	(300,176)
Balance at Dec. 31, 2023	$ 543	$ 430		$ (2,608,141)	$ 2,172,674	$ (300,176)	$ (734,670)
Balance (in Shares) at Dec. 31, 2023	5,428,256	4,300,000

Consolidated Statement of Cash

Consolidated Statement of Cash Flows	11 Months Ended
Consolidated Statement of Cash Flows	Dec. 31, 2023 USD ($)
Cash Flows from Operating Activities:
Net loss	$ (300,176)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest on marketable securities	(966)
Change in fair value of derivative warrant liabilities	(107,800)
Changes in operating assets and liabilities:
Prepaid expenses	21,275
Accounts payable – related party	124,867
Accounts payable and accrued expenses	102,638
Net cash used in operating activities	(160,162)
Cash Flows from Investing Activities:
Investment in marketable securities	(1,120,000)
Net cash used in investing activities	(1,120,000)
Cash Flows from Financing Activities:
Proceeds from reverse capitalization	1,225,222
Capital contribution from Members	12,500
Advances – related party	852
Proceeds from promissory note – related party	103,950
Net cash provided by financing activities	1,342,524
Net increase in cash	62,362
Cash, beginning of period
Cash, end of period	62,362
Non-Cash investing and financing activities:
Liabilities assumed in Business Combination, net	1,672,216
Initial recognition of forward purchase agreement	(2,608,141)
Conversion of units to Class B Common Stock	$ 430

Organization and Business Opera

Organization and Business Operations	11 Months Ended
Organization and Business Operations	Dec. 31, 2023
Organization and Business Operations [Abstract]
ORGANIZATION AND BUSINESS OPERATIONS	1. ORGANIZATION AND BUSINESS OPERATIONS Global Gas Corporation (the “Company,” “Global Gas”), a Delaware limited liability company was formed to be a pure play Airgas supplier offering hydrogen and Carbon dioxide from waste biogas and renewable feedstock. 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”). In accordance with the terms 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 -C The Purchase Agreement may be terminated under certain limited circumstances prior to the Closing, including, among others, (i) by mutual written consent of Dune and the Company, (ii) by either Dune or the Company if there is in effect any law or final, non -appealable -down -down 50% of the fully diluted equity of the Company, free and clear of all Liens (as defined in the Purchase Agreement). The members of the Company provide a guaranty to Dune, on a joint and several basis, of the due and punctual payment of the Termination Fee. On May 14, 2023, Dune, the Sponsor and each of the Sellers entered into a lock -up -up -up -up 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, “Meteora”) for an OTC Equity Prepaid Forward Transaction. In connection with the Forward Purchase Agreement, Dune entered into a subscription agreement (the “Subscription Agreement”) with Meteora. Pursuant to the Subscription Agreement, Meteora agreed to subscribe for and purchase, and Dune agreed to issue and sell to Meteora, on the Closing Date, 681,220 Pursuant to the terms of the Forward Purchase Agreement, the Seller intends, but is not obligated, to purchase up to 950,000 The Forward Purchase Agreement provides that Seller will 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 Certificate of Incorporation, as amended (the “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 will 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 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. 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) (B) 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 Seller has agreed to waive any redemption rights under Dune’s 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 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). 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”) under the new trading symbols of “HGAS” and “HGASW,” respectively. 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 The Business Combination was accomplished through what is commonly referred to as an “Up -C -C In accordance with the terms 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. 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. 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.

Liquidity and Going Concern

Liquidity and Going Concern	11 Months Ended
Liquidity and Going Concern	Dec. 31, 2023
Liquidity and Going Concern [Abstract]
LIQUIDITY AND GOING CONCERN	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. As of December 31, 2023, the Company had an aggregate cash balance of $62,362 and net working capital deficit of $303,470. 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 raises. 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

Summary of Significant Accounti

Summary of Significant Accounting Policies	11 Months Ended
Summary of Significant Accounting Policies	Dec. 31, 2023
Summary of Significant Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	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”). 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 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 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. 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 and marketable securities. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates. 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. 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. The Company accounts for 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 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 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. Cash and cash equivalents Cash is comprised of cash in the bank which is subject to an insignificant risk of changes in value. The Company considers all short -term Marketable securities During the year ended December 31, 2023, Company held investment securities in mutual funds primarily in U.S. government securities. Since all of the Company’s permitted investments consist of treasury securities, fair values of its investments are determined by Level 1 inputs utilizing quoted market prices (unadjusted) in active markets for identical assets. Earnings on these securities are included in interest income on marketable securities in the consolidated statement of operations and are automatically reinvested. The fair value of these securities was determined using quoted market prices in active markets for identical assets. 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: • • • The carrying amounts of certain financial instruments, such as cash equivalents, marketable securities, 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 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 Fair value of forward purchase agreement The Company applies fair value accounting for all financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. The Company uses judgment to select the methods used to make certain assumptions and in performing the fair value calculations in order to determine (a) the values attributed to each component of a transaction at the time of their issuance; (b) the fair value measurements for certain instruments that require subsequent measurement at fair value on a recurring basis; and (c) for disclosing the fair value of financial instruments. These valuation estimates could be significantly different because of the use of judgment and the inherent uncertainty in estimating the fair value of these instruments that are not quoted in an active market. 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. Accounting Pronouncements Recently Adopted In June 2016, the FASB issued ASU 2016 -13 -13 -13 -13 In October 2021, the FASB issued ASU 2021 -08 In September 2022, the FASB issued ASU 2022 -04 -50 obligations covered by supplier finance programs. The standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022, except for the amendment on roll -forward Recent Accounting Pronouncements Not Yet Adopted In June 2022, the FASB issued ASU 2022 -03 In November 2023, the FASB issued ASU 2023 -07 In December 2023, the FASB issued ASU 2023 -09

Recapitalization

Recapitalization	11 Months Ended
Recapitalization	Dec. 31, 2023
Recapitalization [Abstract]
RECAPITALIZATION	4. RECAPITALIZATION As discussed in Note 1, “Organization and Business Operations”, the Business Combination was consummated on December 31, 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. 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 (2,608,141 ) 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 4,300,000 Common Stock immediately after the Business Combination 9,728,256 The number of Global Hydrogen shares was determined as follows: Global Global Class B Common Stock 12,500 4,300,000 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 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 Dune’s initial public offering (the “Private Placement Warrants”) remained outstanding and became warrants for the Company (see Note 7). Transactions costs For the year ended December 31, 2023, transaction costs incurred within the consolidated statements of operations were as follows: Years ended Accounting and audit fees $ 116,477 Legal fees 200,000 Total $ 316,477

Accounts Payable and Accrued Ex

Accounts Payable and Accrued Expenses	11 Months Ended
Accounts Payable and Accrued Expenses	Dec. 31, 2023
Accounts Payable and Accrued Expenses [Abstract]
ACCOUNTS PAYABLE AND ACCRUED EXPENSES	5. ACCOUNTS PAYABLE AND ACCRUED EXPENSES The following table summarizes other accrued expenses: December 31, Accounting and Consulting $ 35,000 Legal Fees 34,505 Transaction costs (1) 1,016,707 $ 1,086,212 ____________ (1)

Related Party Transactions

Related Party Transactions	11 Months Ended
Related Party Transactions	Dec. 31, 2023
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	6. RELATED PARTY TRANSACTIONS Advances — Related party From February 16, 2023 (inception) to December 31, 2023, a member advanced the company a total of $852 to cover start -up -up Accounts payable — related party Commencing on the date that the Dune’s securities were first listed on Nasdaq until the earlier of the Dune’s consummation of a Business Combination or the it’s liquidation, Dune agreed 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, 2023, the Company had $110,000 outstanding, for 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’s Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out -of-pocket Promissory Note — 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 is non -interest On June 21, 2023, the Company issued an unsecured promissory note (the “Sponsor Note”) to the Sponsor of Dune, which provides for borrowings from time to time of up to an aggregate of $300,000 that may be drawn by the Company and used for working capital purposes and to pay expenses related to the Business Combination. The Sponsor Note does not bear interest and is payable on the earlier of December 31, 2023 and the completion of the Business Combination. The Sponsor Note is subject to customary events of default, the occurrence of any of which automatically triggers the unpaid principal balance of the Sponsor Note and all other sums payable with regard to the Sponsor Note to become immediately due and payable. As of December 31, 2023, the Company has 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.

Stockholders_ Equity

Stockholders’ Equity	11 Months Ended
Stockholders’ Equity	Dec. 31, 2023
Stockholders’ Equity [Abstract]
STOCKHOLDERS’ EQUITY	7. STOCKHOLDERS’ EQUITY Preferred Stock Class A Common Stock Class B Common Stock 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 Warrants As part of Dune’s 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, 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 Company accounts for 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, 2023 on the consolidated balance sheet.

Fair Value Measurements

Fair Value Measurements	11 Months Ended
Fair Value Measurements	Dec. 31, 2023
Fair Value Measurements [Abstract]
Fair Value Measurements	8. FAIR VALUE MEASUREMENTS We account for certain assets and liabilities at fair value and classify these assets and liabilities within the fair value hierarchy (Level Assets, Liabilities and Equity subject to fair value measurements are as follows: As of December 31, 2023 Level 1 Level 2 Level 3 Total Assets Marketable Securities $ 1,120,966 — $ — $ 1,120,966 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, 2023 was based on the fair value of the public warrants. For the period from February 16, 2023 (inception) to Dember

Income Taxes

Income Taxes	11 Months Ended
Income Taxes	Dec. 31, 2023
Income Taxes [Abstract]
Income Taxes	9. INCOME TAXES The Company’s net deferred tax assets at December 31, 2023 are as follows: December 31, Deferred tax assets Net operating loss carryforwards 113,635 Total deferred tax assets 113,635 Valuation allowance (113,635 ) Deferred tax assets, net valuation allowance $ — The income tax provision consists for the year ended December 31, 2023 of the following: December 31, Federal Current $ — Deferred 85,675 State Current — Deferred 27,960 Change in valuation allowance (113,635 ) Income tax provision $ — At December 31, 2023, the Company had approximately $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, 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: December 31, Statutory federal income tax rate 21.0 % State tax expense, net of federal benefit 6.9 % Permanent items Change in fair value of derivative liabilities 10.0 % Valuation allowance (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.

Commitments and Contingencies

Commitments and Contingencies	11 Months Ended
Commitments and Contingencies	Dec. 31, 2023
Commitments and Contingencies [Abstract]
Commitments and Contingencies	10. COMMITMENTS AND CONTINGENCIES Legal Fees On April 10, 2023, the Company entered into an agreement with its solicitors, whereby the solicitors will provide legal counsel on matters related to the Business Combination. Pursuant the terms of the agreement, the fees for the service are billed hourly with a cap of $165,000 conditioned on (a) the services are within the scope of the agreement and, (b) no extensive comments or protracted discussions on the Business Combination documents are expected. The fees are payable upon the consummation of a Business Combination which is expected to be on or before December 31, 2023. In the event that a Business Combination does not take place, the fees will be discounted at 30%. In September 2023, the Company received billing report under this agreement in the amount of $582,662 for out -of-scope -assess

Subsequent Events

Subsequent Events	11 Months Ended
Subsequent Events	Dec. 31, 2023
Subsequent Events [Abstract]
Subsequent Events	11. SUBSEQUENT EVENTS Subsequent events have been evaluated through March 29, 2023, 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. Amendment to Forward Purchase Agreement 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 -month -month Employment Agreement Amendment On March 4, 2024, Global Hydrogen Energy LLC (“Global Hydrogen”), the wholly -owned 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 shall 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 is terminated by him for good reason, or by the Company without cause (and not due to death or disability), Mr. Nance shall 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 -solicitation Forfeiture Agreements On March 4, 2024, the Company entered into forfeiture agreements (the “Forfeiture Agreements”) with certain holders of the Company’s Class B common stock, par value $0.0001 per share, including Mr. Nance, with each share of Class B common stock convertible into one share of the Company’s Class A common stock at the option of the holder. Pursuant to the Forfeiture Agreements, such holders forfeited an aggregate of 1,600,000

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	11 Months Ended
Accounting Policies, by Policy (Policies)	Dec. 31, 2023
Summary of Significant Accounting Policies [Abstract]
Basis of accounting	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”).
Emerging Growth Company	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 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 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.
Use of Estimates	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 and marketable securities. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates.
Concentration of Credit Risk	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.
Business Combinations	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. The Company accounts for 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 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 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.
Cash and cash equivalents	Cash and cash equivalents Cash is comprised of cash in the bank which is subject to an insignificant risk of changes in value. The Company considers all short -term
Marketable securities	Marketable securities During the year ended December 31, 2023, Company held investment securities in mutual funds primarily in U.S. government securities. Since all of the Company’s permitted investments consist of treasury securities, fair values of its investments are determined by Level 1 inputs utilizing quoted market prices (unadjusted) in active markets for identical assets. Earnings on these securities are included in interest income on marketable securities in the consolidated statement of operations and are automatically reinvested. The fair value of these securities was determined using quoted market prices in active markets for identical assets.
Fair value measurements	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: • • • The carrying amounts of certain financial instruments, such as cash equivalents, marketable securities, 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
Warrants	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
Fair value of forward purchase agreement	Fair value of forward purchase agreement The Company applies fair value accounting for all financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. The Company uses judgment to select the methods used to make certain assumptions and in performing the fair value calculations in order to determine (a) the values attributed to each component of a transaction at the time of their issuance; (b) the fair value measurements for certain instruments that require subsequent measurement at fair value on a recurring basis; and (c) for disclosing the fair value of financial instruments. These valuation estimates could be significantly different because of the use of judgment and the inherent uncertainty in estimating the fair value of these instruments that are not quoted in an active market.
Income Taxes	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.
Accounting Pronouncements Recently Adopted	Accounting Pronouncements Recently Adopted In June 2016, the FASB issued ASU 2016 -13 -13 -13 -13 In October 2021, the FASB issued ASU 2021 -08 In September 2022, the FASB issued ASU 2022 -04 -50 obligations covered by supplier finance programs. The standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022, except for the amendment on roll -forward
Recent Accounting Pronouncements Not Yet Adopted	Recent Accounting Pronouncements Not Yet Adopted In June 2022, the FASB issued ASU 2022 -03 In November 2023, the FASB issued ASU 2023 -07 In December 2023, the FASB issued ASU 2023 -09

Recapitalization (Tables)

Recapitalization (Tables)	11 Months Ended
Recapitalization (Tables)	Dec. 31, 2023
Recapitalization [Abstract]
Schedule of Business Combination to the Consolidated Statements of Cash Flows and the Consolidated Statement of Changes in Stockholders’ Equity	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 (2,608,141 ) 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 )
Schedule of Number of Shares of Common Stock Issued Immediately Following the Consummation	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 4,300,000 Common Stock immediately after the Business Combination 9,728,256
Schedule of Number of Global Hydrogen Shares was Determined	The number of Global Hydrogen shares was determined as follows: Global Global Class B Common Stock 12,500 4,300,000
Schedule of Transaction Costs Incurred within the Consolidated Statements of Operations	For the year ended December 31, 2023, transaction costs incurred within the consolidated statements of operations were as follows: Years ended Accounting and audit fees $ 116,477 Legal fees 200,000 Total $ 316,477

Accounts Payable and Accrued _2

Accounts Payable and Accrued Expenses (Tables)	11 Months Ended
Accounts Payable and Accrued Expenses (Tables)	Dec. 31, 2023
Accounts Payable and Accrued Expenses [Abstract]
Schedule of Other Accrued Expenses	The following table summarizes other accrued expenses: December 31, Accounting and Consulting $ 35,000 Legal Fees 34,505 Transaction costs (1) 1,016,707 $ 1,086,212 (1)

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	11 Months Ended
Fair Value Measurements (Tables)	Dec. 31, 2023
Fair Value Measurements [Abstract]
Schedule of Assets, Liabilities and Equity subject to Fair Value Measurements	Assets, Liabilities and Equity subject to fair value measurements are as follows: As of December 31, 2023 Level 1 Level 2 Level 3 Total Assets Marketable Securities $ 1,120,966 — $ — $ 1,120,966 Liabilities Derivative warrant liabilities – public 276,000 — — 276,000 Derivative warrant liabilities – private placement 155,200 — — 155,200 Total liabilities $ 431,200 $ — $ — $ 431,200

Income Taxes (Tables)

Income Taxes (Tables)	11 Months Ended
Income Taxes (Tables)	Dec. 31, 2023
Income Taxes [Abstract]
Schedule of Net Deferred Tax Assets	The Company’s net deferred tax assets at December 31, 2023 are as follows: December 31, Deferred tax assets Net operating loss carryforwards 113,635 Total deferred tax assets 113,635 Valuation allowance (113,635 ) Deferred tax assets, net valuation allowance $ —
Schedule of Income Tax Provision	The income tax provision consists for the year ended December 31, 2023 of the following: December 31, Federal Current $ — Deferred 85,675 State Current — Deferred 27,960 Change in valuation allowance (113,635 ) Income tax provision $ —
Schedule of Reconciliation of the Federal Income Tax Rate to the Company’S Effective Tax Rate	A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: December 31, Statutory federal income tax rate 21.0 % State tax expense, net of federal benefit 6.9 % Permanent items Change in fair value of derivative liabilities 10.0 % Valuation allowance (37.9 )% Income tax provision — %

Organization and Business Ope_2

Organization and Business Operations (Details) - USD ($)	11 Months Ended
Organization and Business Operations (Details) - USD ($)	Dec. 31, 2023	Dec. 01, 2023
Organization and Business Operations [Line Items]
Termination fees (in Dollars)	$ 7,500,000
Percentage of diluted equity (in Dollars)	$ 50
Shares issued (in Shares)	950,000
Recycled shares percentage	0.50%
Prepayment amount (in Dollars)	$ 80,000
Price per share	$ 1.5
Sales percentage	100%
Shortfall variance shares percentage	90%
Purchase agreement amount (in Dollars)	$ 43,000,000
Class A Common Stock
Organization and Business Operations [Line Items]
Common stock, par value	$ 0.0001
Number shares issued (in Shares)	681,220
Shares issued (in Shares)	1
Price per share	$ 10
Per unit price	11.5
Class B Common Stock
Organization and Business Operations [Line Items]
Common stock, par value	$ 0.0001
Purchase Agreement [Member]
Organization and Business Operations [Line Items]
Percentage of ownership	9.90%
Purchase Agreement [Member] \| Class A Common Stock
Organization and Business Operations [Line Items]
Percentage of ownership	9.90%
PIPE Subscription Agreement [Member] \| Purchase Agreement [Member]
Organization and Business Operations [Line Items]
Percentage of ownership		9.90%
Global Hydrogen [Member]
Organization and Business Operations [Line Items]
Per unit price	$ 10
Business Combination [Member] \| Class A Common Stock
Organization and Business Operations [Line Items]
Common stock, par value	0.0001
Business Combination [Member] \| Class B Common Stock
Organization and Business Operations [Line Items]
Common stock, par value	0.0001
Business Combination [Member] \| Purchase Agreement [Member] \| Class A Common Stock
Organization and Business Operations [Line Items]
Common stock, par value	$ 0.0001

Liquidity and Going Concern (De

Liquidity and Going Concern (Details)	11 Months Ended
Liquidity and Going Concern (Details)	Dec. 31, 2023 USD ($)
Liquidity and Going Concern [Abstract]
Cash balance	$ 62,362
Net working capital deficit	$ 303,470

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Details)	Dec. 31, 2023 USD ($)
Summary of Significant Accounting Policies [Abstract]
Federal depository insurance coverage	$ 250,000
Cash	$ 62,362

Recapitalization (Details)

Recapitalization (Details)	11 Months Ended
Recapitalization (Details)	Dec. 31, 2023 USD ($) shares
Recapitalization [Line Items]
Issued shares	4,850,000
Class A Ordinary Shares [Member]
Recapitalization [Line Items]
Redemption shares	747,518
Aggregate payment \| $	$ 7,507,825
Public Warrants [Member]
Recapitalization [Line Items]
Issued shares	8,625,000
Private Placement Warrants [Member]
Recapitalization [Line Items]
Issued shares	4,850,000
Transaction Proceeds [Member]
Recapitalization [Line Items]
Business combination gross proceeds \| $	$ 4,400,000
Transaction costs and other fees \| $	$ 3,200,000

Recapitalization (Details) - Sc

Recapitalization (Details) - Schedule of Business Combination to the Consolidated Statements of Cash Flows and the Consolidated Statement of Changes in Stockholders’ Equity	12 Months Ended
	Dec. 31, 2023 USD ($)
Schedule of Business Combination to the Consolidated Statements of Cash Flows and the Consolidated Statement of Changes in Stockholders’ Equity [Abstract]
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	(2,608,141)
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)

Recapitalization (Details) - _2

Recapitalization (Details) - Schedule of Number of Shares of Common Stock Issued Immediately Following the Consummation	11 Months Ended
	Dec. 31, 2023 shares
Schedule of Number of Shares of Common Stock Issued Immediately Following the Consummation [Line Items]
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
Common Stock immediately after the Business Combination	9,728,256
Global Hydrogen shares, Class B [Member]
Schedule of Number of Shares of Common Stock Issued Immediately Following the Consummation [Line Items]
Common stock shares	681,220
PIPE investor shares, Class A [Member]
Schedule of Number of Shares of Common Stock Issued Immediately Following the Consummation [Line Items]
Common stock shares	4,300,000

Recapitalization (Details) - _3

Recapitalization (Details) - Schedule of Number of Global Hydrogen Shares was Determined - Class B Common Stock [Member]	11 Months Ended
	Dec. 31, 2023 shares
Global Hydrogen units [Member]
Class of Stock [Line Items]
Number of global hydrogen shares	12,500
Global Hydrogen Shares After Conversion Ratio [Member]
Class of Stock [Line Items]
Number of global hydrogen shares	4,300,000

Recapitalization (Details) - _4

Recapitalization (Details) - Schedule of Transaction Costs Incurred within the Consolidated Statements of Operations - USD ($)			11 Months Ended
	Dec. 13, 2023	Apr. 10, 2023	Dec. 31, 2023
Schedule of Transaction Costs Incurred within the Consolidated Statements of Operations [Abstract]
Accounting and audit fees			$ 116,477
Legal fees	$ 165,000	$ 165,000	200,000
Total			$ 316,477

Accounts Payable and Accrued _3

Accounts Payable and Accrued Expenses (Details) - Schedule of Other Accrued Expenses	Dec. 31, 2023 USD ($)
Schedule of Other Accrued Expenses [Abstract]
Accounting and Consulting	$ 35,000
Legal Fees	34,505
Transaction costs	1,016,707	[1]
Total other accrued expenses	$ 1,086,212

[1]Accounts payable and accrued expenses assumed in business combination

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)		9 Months Ended	11 Months Ended
Related Party Transactions (Details) - USD ($)	Jun. 21, 2023	Sep. 30, 2023	Dec. 31, 2023
Related Party Transactions [Line Items]
Costs and Expenses			$ 852
Other expenses			852
reimbursable expenses			1,500
Office space, secretarial and administrative services			10,000
Outstanding amount			110,000
Due to related parties		$ 14,868	1,500
Aggregate principal amount	$ 250,000
Promissory note outstanding amount			103,950
Principal amount			103,950
Borrowed amount	$ 300,000		170,000
Sponsor [Member]
Related Party Transactions [Line Items]
Borrowed amount			170,000
Related Party [Member]
Related Party Transactions [Line Items]
Advances related party			$ 2,352

Stockholders_ Equity (Details)

Stockholders’ Equity (Details)	11 Months Ended
Stockholders’ Equity (Details)	Dec. 31, 2023 $ / shares shares
Stockholders’ Equity [Line Items]
Preferred stock, shares authorized	1,000,000
Preferred stock, par value (in Dollars per share) \| $ / shares	$ 0.0001
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Common stock voting rights	one
Purchase shares	950,000
Warrants outstanding	4,850,000
Price per warrants (in Dollars per share) \| $ / shares	$ 1
Class A Common Stock [Member]
Stockholders’ Equity [Line Items]
Common stock, shares authorized	380,000,000
Common stock, par value (in Dollars per share) \| $ / shares	$ 0.0001
Common stock, shares issued	5,428,256
Common stock, shares outstanding	5,428,256
Purchase shares	1
Price per share (in Dollars per share) \| $ / shares	$ 11.5
Class A Common Stock [Member] \| IPO [Member]
Stockholders’ Equity [Line Items]
Purchase shares	1
Price per share (in Dollars per share) \| $ / shares	$ 11.5
Class B Common Stock [Member]
Stockholders’ Equity [Line Items]
Common stock, shares authorized	20,000,000
Common stock, par value (in Dollars per share) \| $ / shares	$ 0.0001
Common stock, shares issued	4,300,000
Common stock, shares outstanding	4,300,000
Public Warrants [Member]
Stockholders’ Equity [Line Items]
Warrants outstanding	8,625,000
Private Placement Warrants [Member]
Stockholders’ Equity [Line Items]
Warrants outstanding	4,850,000

Fair Value Measurements (Detail

Fair Value Measurements (Details)	11 Months Ended
Fair Value Measurements (Details)	Dec. 31, 2023 USD ($)
Fair Value Measurements [Abstract]
Fair value of liabilities	$ 107,800

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of Assets, Liabilities and Equity subject to Fair Value Measurements	Dec. 31, 2023 USD ($)
Assets
Marketable Securities	$ 1,120,966
Liabilities
Total liabilities	431,200
Derivative warrant liabilities – public [Member]
Liabilities
Total liabilities	276,000
Derivative warrant liabilities – private placement [Member]
Liabilities
Total liabilities	155,200
Level 1 [Member]
Assets
Marketable Securities	1,120,966
Liabilities
Total liabilities	431,200
Level 1 [Member] \| Derivative warrant liabilities – public [Member]
Liabilities
Total liabilities	276,000
Level 1 [Member] \| Derivative warrant liabilities – private placement [Member]
Liabilities
Total liabilities	155,200
Level 2 [Member]
Assets
Marketable Securities
Liabilities
Total liabilities
Level 2 [Member] \| Derivative warrant liabilities – public [Member]
Liabilities
Total liabilities
Level 2 [Member] \| Derivative warrant liabilities – private placement [Member]
Liabilities
Total liabilities
Level 3 [Member]
Assets
Marketable Securities
Liabilities
Total liabilities
Level 3 [Member] \| Derivative warrant liabilities – public [Member]
Liabilities
Total liabilities
Level 3 [Member] \| Derivative warrant liabilities – private placement [Member]
Liabilities
Total liabilities

Income Taxes (Details)

Income Taxes (Details)	11 Months Ended
Income Taxes (Details)	Dec. 31, 2023 USD ($)
Income Taxes [Abstract]
Operating loss carryovers	$ 407,976
Valuation allowance	$407,976

Income Taxes (Details) - Schedu

Income Taxes (Details) - Schedule of Net Deferred Tax Assets	Dec. 31, 2023 USD ($)
Deferred tax assets
Net operating loss carryforwards	$ 113,635
Total deferred tax assets	113,635
Valuation allowance	(113,635)
Deferred tax assets, net valuation allowance

Income Taxes (Details) - Sche_2

Income Taxes (Details) - Schedule of Income Tax Provision	12 Months Ended
Income Taxes (Details) - Schedule of Income Tax Provision	Dec. 31, 2023 USD ($)
Federal
Current
Deferred	85,675
State
Current
Deferred	27,960
Change in valuation allowance	(113,635)
Income tax provision

Income Taxes (Details) - Sche_3

Income Taxes (Details) - Schedule of Reconciliation of the Federal Income Tax Rate to the Company’S Effective Tax Rate	12 Months Ended
	Dec. 31, 2023
Schedule of Reconciliation of the Federal Income Tax Rate to the Company’S Effective Tax Rate [Abstract]
Statutory federal income tax rate	21%
State tax expense, net of federal benefit	6.90%
Permanent items
Change in fair value of derivative liabilities	10%
Valuation allowance	(37.90%)
Income tax provision

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)			1 Months Ended		11 Months Ended
Commitments and Contingencies (Details) - USD ($)	Dec. 13, 2023	Apr. 10, 2023	Mar. 31, 2024	Nov. 30, 2023	Dec. 31, 2023	Sep. 30, 2023
Commitments and Contingencies [Line Items]
Service fees	$ 165,000	$ 165,000			$ 200,000
Fees discount rate		30%
Agreement amount						$ 582,662
Settlement of legal fees				$ 625,000
Cumulative payments		$ 325,000
Accrued obligation					$ 35,000
Free Cash Flow in 2024 [Member]
Commitments and Contingencies [Line Items]
Service fees		200,000
Payment of agreement		$ 0
Payment of agreement		5%
Free Cash Flow in 2024 [Member] \| Minimum [Member]
Commitments and Contingencies [Line Items]
Increase decrease in free cash flow		$ 2,000,000
Free Cash Flow in 2024 [Member] \| Maximum [Member]
Commitments and Contingencies [Line Items]
Increase decrease in free cash flow		2,000,000
Free Cash Flow in 2025 [Member]
Commitments and Contingencies [Line Items]
Service fees		325,000
Payment of agreement		$ 0
Payment of agreement		5%
Free Cash Flow in 2025 [Member] \| Minimum [Member]
Commitments and Contingencies [Line Items]
Increase decrease in free cash flow		$ 2,000,000
Free Cash Flow in 2025 [Member] \| Maximum [Member]
Commitments and Contingencies [Line Items]
Increase decrease in free cash flow		$ 2,000,000
Forecast [Member]
Commitments and Contingencies [Line Items]
Acquisition related costs			$ 35,000

Subsequent Events (Details)

Subsequent Events (Details) - Subsequent Event [Member] - USD ($)	Feb. 05, 2024	Mar. 04, 2024
Subsequent Event [Line Items]
Prepayment	$ 5,000,000
Seller amount	$ 250,000
Percentage of seller recovered	110%
Proceeds from sales	$ 110
Purchase agreement	$ 100
Percentage of gross profit	15%
Taxes and withholdings	$ 250,000
Common stock, par value (in Dollars per share)		$ 0.0001
Aggregate of shares (in Shares)	2,700,000
Common Stock [Member]
Subsequent Event [Line Items]
Aggregate of shares (in Shares)		1,600,000
Purchase Agreement [Member]
Subsequent Event [Line Items]
Percentage of seller recovered	110%