Global Hydrogen Energy LLC executed the letter of intent to acquire Dune Acquisition Corporation (NasdaqCM:DUNE) from Dune Acquisition Holdings LLC and others in a reverse merger transaction on March 16, 2023. Global Hydrogen Energy LLC entered into a definitive agreement to acquire Dune Acquisition Corporation from Dune Acquisition Holdings LLC and others for $57.5 million in a reverse merger transaction on May 14, 2023. Under the terms of the transaction, all Global Hydrogen unitholders will receive Class B common stock of Dune to the product of the number of Global Hydrogen units held by such seller and (y) the exchange ratio (the ?Company Exchange Ratio?) determined by dividing (A) the quotient of Global Hydrogen equity value of $57.5 million divided by the number of Global Hydrogen units issued and outstanding immediately prior to the closing by (B) $10 per share and (ii) a number of Holdings Common Units equal to the number of Dune Class B Common Stock to be received by such Seller pursuant to clause (i) hereof (clauses (i) and (ii) collectively, the ?Aggregate Consideration?). All existing Global Hydrogen unitholders will roll 100% of their equity into the Combined Company. The transaction would result in Global Hydrogen becoming a publicly listed company. The combined company will be called Global Gas Corporation upon the closing of the business combination and its common stock is expected to be listed on Nasdaq under the new ticker symbol ?HGAS?. Global Hydrogen will pay a termination fee of $7.5 million to Dune, in case Global Hydrogen terminates the transaction. Following the Closing, the Board will consist of at least five (5) directors, with the Board to be divided into three (3) classes. The directors shall initially include: (i) W. Nance as a Class I Director; (ii) two (2) independent director nominees (who shall be Class II directors) to be mutually designated by Dune and Global Hydrogen prior to the closing; and (iii) two (2) independent director nominees (who shall be Class III directors) to be designated by Dune prior to the Closing. Parties announced the designation of Carter Glatt as Chairman Nominee of the Board of Directors upon consummation of the proposed business combination with Global Hydrogen. On August 22, 2023, Dune, Holdings, Global Hydrogen and the Sellers entered into the First Amendment to Unit Purchase Agreement (the ?Amendment?), pursuant to which the aggregate share consideration to be paid to the Sellers (as set forth in the ?Company Equity Value? definition in the Purchase Agreement) was reduced from $57.5 million to $48 million. On November 24, 2023, Dune, Global Hydrogen and the Sellers entered into the Second Amendment to Unit Purchase Agreement, pursuant to which, the aggregate share consideration to be paid to the Sellers was reduced from $48 million to $43 million.

The transaction is subject to approval by Dune?s stockholders, Dune Common Stock shall be listed or have been approved for listing on the Nasdaq Capital Market and customary closing conditions. The Board of Directors of Dune and the managers and unitholders of Global Hydrogen have each unanimously approved the proposed business combination. Dune Acquisition Holdings LLC entered into sponsor support agreement under which it has agreed to vote in favor of the transaction. On November 30, 2023, Dune Acquisition Corporation adjourned the special meeting of its stockholders until December 1, 2023. As of December 4, 2023, Dune Acquisition stockholders approved the transaction. The transaction is expected to close in the second half of 2023.

Jason D. Osborn of Winston & Strawn LLP and Michael P. Heinz of Sidley Austin LLP are serving as legal advisors to Dune. Timothy P. Selby and Matthew Mamak of Alston & Bird LLP is serving as legal advisors to Global Hydrogen. Morrow & Co., LLC acted as information agent with a service fee of $15,000 to Dune. Newbridge Securities Corporation acted as fairness opinion provider with a service fee of $30,000 and financial advisor with a service fee of $45,000 to Dune. Continental Stock Transfer & Trust Company is the transfer agent for Dune.

Global Hydrogen Energy LLC completed the acquisition of Dune Acquisition Corporation (NasdaqCM:DUNE) from Dune Acquisition Holdings LLC and others in a reverse merger transaction on December 21, 2023. The combined company is named Global Gas Corporation (?Global Gas?) and its Class A common shares and warrants are expected to commence trading on the Nasdaq Capital Market (?Nasdaq?) under the new ticker symbols ?HGAS? and ?HGASW,? respectively, on or about December 22, 2023.