To Go Public on the NASDAQ via a Proposed Business Combination with RMG Acquisition Corp. III.
- H2B2 offers its customers a full suite of customized end-to-end energy solutions through its ability to design, build, own, and operate fully integrated green hydrogen production facilities, augmented by its in-house capabilities to manufacture small, medium, and large scale electrolyzers.
- With the growth in and deployment of green hydrogen solutions being underpinned by global support from regulators and policy makers, the green hydrogen energy market is expected to surpass 60 million tonnes globally by 20301.
- H2B2’s business momentum is showcased in several recently awarded projects, including the development of an 18MW green hydrogen facility in Rervik, Norway for Greenstat and NTE.
- The proposed business combination is expected to be supported by a private capital raise and/or a PIPE transaction, in each case is/are expected to be completed prior to the closing of the proposed business combination. The reference equity value ascribed to H2B2 is expected to be $750 million, subject to adjustment based on the valuation ascribed to H2B2 in the capital raise transaction, plus a premium of 10% contingent on a minimum size of the capital raise transaction.
- The proposed business combination, together with the capital raise transaction and/or PIPE transaction, is expected to fund H2B2’s execution on its near-term project pipeline and allow H2B2 to better scale its operations commensurate to expected demand growth.
MIAMI BEACH, Florida & MADRID–H2B2 Electrolysis Technologies, Inc. (“H2B2”), a global green hydrogen platform that provides bespoke integrated solutions across the hydrogen value chain, and RMG Acquisition Corp. III (Nasdaq: RMGC) (“RMG III”), a publicly-traded special purpose acquisition company, announced today that they have entered into a definitive agreement to take H2B2 public via a business combination (the “Proposed Transaction”).
Under the terms of the Proposed Transaction, H2B2’s stockholders will roll 100% of their equity holdings into the combined public company.
Since its founding in 2016, H2B2 has become a key player in the green hydrogen energy sector. H2B2 is focused primarily on the United States and European markets, but is also expanding in Latin America and Asia-Pacific, where H2B2 has secured a role in several strategic projects. In particular, H2B2 has been selected as a participant in the IPCEI Hy2Tech (Important Projects of Common European Interest) program, through which it has been approved by the European Commission to receive up to € 25 million in connection with H2B2’s development and manufacturing capacity for both stacks and electrolyzers.
In 2019, the California Energy Commission awarded H2B2 a grant for the development of a green hydrogen production facility, SoHyCal plant, in Fresno, California. This 3MW plant is to begin production in May 2023, with an additional 6 MW of hydrogen capacity and 15 MW of associated solar PV to be constructed during Phase II. In addition, in 2022, Ecopetrol, the leading oil company in Colombia, began working with H2B2 and recently welcomed it into its group of strategic partners as part of its broader plan to decarbonize and develop green hydrogen energy. H2B2 has also recently entered the Indian market through a joint venture with GR Promoter Group and the creation of GreenH.in Electrolysis.
Key Investment Highlights
- A leading global green hydrogen platform: Capabilities spanning the entire value chain of green hydrogen production, including R&D, manufacturing proprietary electrolyzer technology, project development, EPC, O&M, green hydrogen production, storage and delivery.
- Customer-centric business model: H2B2 provides tailor-made and scalable solutions worldwide, with a one-stop-shop approach, offering design, development, EPC, electrolyzers, offtake agreements, financing, and O&M services.
- Proprietary and flexible electrolysis technology: Currently utilizing proven PEM technology in the supply of its manufactured electrolyzers but is also developing next generation technologies (AEM & SOEC) in-house.
- Global company with the ability to identify and deliver unique projects of different scale across its target markets: A robust and diversified pipeline of over 260 projects, with an expected aggregate capacity of approximately 5.6 GW of identified potential projects. H2B2 is currently working with significant customers such as Ecopetrol, GP Joule, Cepsa and Tecnicas Reunidas.
- Industry leading management team: The H2B2 management team has over 200 years of combined experience in engineering and financing renewable energy projects and have worked together as a team for more than 20 years in renewable hydrogen.
Bob Mancini, CEO of RMG III, commented that “RMG III and H2B2 are dedicated to accelerating the energy transition through the advancement of next-generation energy infrastructure. As a pioneer in the development of green hydrogen production facilities, and supported by an industry leading team, we are confident that H2B2 is well positioned to further expand and execute on its impressive pipeline of opportunities.”
Anselmo Andrade, CEO of H2B2 has confirmed that “With the operations that we have underway, we are seeking to strengthen not only the international business that we are currently developing, but our operational capacity worldwide. The business and technological development of H2B2 will be bolstered as a result of this transaction with RMG III, thus making the energy vector of hydrogen key to decarbonization.”
Antonio Vázquez, President of the Board of Directors of H2B2, has indicated that “The proposed business combination with RMG III that has been announced to the investor community reaffirms our letter of intent announced in January earlier this year, and together with the capital raise transaction on which we are working, gives us confidence to move forward with the goal of obtaining the necessary funds from the markets and visibility to finance the future growth of H2B2.”
On May 9, 2023, RMG III entered into a definitive agreement to combine with H2B2. The base purchase price of $750,000,000 is subject to adjustment based on the results of the proposed capital raise transaction described below. H2B2 is separately undertaking a capital raise transaction, which is expected to close prior to the Proposed Transaction. The capital raise transaction is being led by Natixis Partners Iberia S.A. and BCW Securities LLC, an affiliate of RMG III. Subject to the terms and conditions of the merger agreement for the business combination, post-capital raise transaction stockholders of H2B2 will roll 100% of their equity into the surviving corporation.
The boards of directors of RMG and H2B2 have both unanimously approved the Proposed Transaction. The sponsor of RMG III and stockholders representing a majority of the outstanding shares of common stock of H2B2 have entered into support agreements agreeing to vote in favor of the Proposed Transaction, which is expected to be approved by H2B2’s stockholders by mid-June. The Proposed Transaction is further conditioned upon the consummation of a capital raise transaction of at least $40 million, the completion of a cashless warrant exchange by RMG III and certain other customary closing conditions, including the approval by RMG’s shareholders and certain governmental and regulatory approvals. The parties expect the Proposed Transaction to close in the second half of 2023.
To maximize future public market performance by simplifying the capital structure and removing future share price overhang, RMG III intends to convert all the public and private placement warrants into newly issued common stock of the surviving corporation. There will be a proposal to all public and private placement warrant holders for the conversion of each warrant into a newly issued common stock of the surviving corporation, at a ratio of 0.075x in common stock of the surviving corporation.
Upon the closing of the Proposed Transaction, the surviving corporation will be named “H2B2 Electrolysis Technologies, Inc.”, and its shares of common stock of the surviving corporation are expected to be listed on the Nasdaq Capital Market.
For a summary of the material terms of the Proposed Transaction, as well as a copy of the merger agreement, please see the Current Report on Form 8-K to be filed by RMG III with the U.S. Securities and Exchange Commission (the “SEC”) available at www.sec.gov, and on RMG III’s website at www.rmgacquisition.com. Additional information regarding the Proposed Transaction, including copies of the key transaction documents, will be described in the registration statement related to the Proposed Transaction, which RMG III will file with the SEC.
Cohen & Company Capital Markets is acting as capital markets advisor to RMG III.
Skadden, Arps, Slate, Meagher & Flom (UK) LLP is acting as legal advisor to RMG III.
Pérez-Llorca is acting as Spanish counsel to RMG III.
Natixis Partners Iberia S.A. and BCW Securities LLC are acting as co-private placement agents to H2B2.
Latham & Watkins LLP is acting as legal advisor to H2B2.
About H2B2 Electrolysis Technologies
H2B2 Electrolysis Technologies, Inc. is a global, vertically integrated provider of hydrogen energy systems, services, and equipment, with its own proprietary water electrolysis technology. H2B2’s suite of products and services span the production and transport of hydrogen, from design through operation. Hydrogen is commercialized across a variety of sectors such as industrial, energy storage, mobility and residential. For more information, visit www.H2B2.es.
About RMG Acquisition Corp. III
RMG Acquisition Corp. III (Nasdaq: RMGC) (“RMG III”) is a special purpose acquisition company (SPAC) affiliated with Riverside Management Group, formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. RMG III’s securities are listed on NASDAQ. For more information about RMG III, please visit www.rmgacquisition.com.
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