- 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.
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.
Leadership Commentary
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.”
Transaction Overview
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.
Advisors
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.
Important Information and Where to Find It
RMG III mailed to its shareholders of record as of November 22,
2022 a definitive proxy statement (the “Extension Proxy Statement”)
for an extraordinary general meeting of shareholders, which was
held on January 10, 2023 the result of which (i) extended the date
by which RMG III must consummate an initial business combination
or, otherwise, cease its operations (except for the purpose of
winding up) from February 9, 2023 to May 9, 2023 and (ii) allows
RMG III, without another shareholder vote, to elect to further
extend the date to consummate a business combination up to three
times by an additional month each time after May 9, 2023 for a
total of up to six months, to August 9, 2023, if RMG III has
entered into a definitive business combination agreement (the
“Extension Amendment Proposal”). Because RMG III entered into the
business combination agreement related to the Proposed Transaction
by May 9, 2023, RMG III extended the date that it is required to
consummate a business combination by one month to June 9, 2023. RMG
III intends to exercise the right to use all of the remaining
permitted extensions. Shareholders may obtain a copy of the
Extension Proxy Statement, without charge, by directing a request
to: RMG Acquisition Corp. III, 57 Ocean, Suite 403, 5775 Collins
Avenue, Miami Beach, Florida 33140. The Extension Proxy Statement
can also be obtained, without charge, at the SEC’s website,
www.sec.gov.
In connection with the Proposed Transaction, RMG III intends to
file a registration statement on Form S-4 (the “Registration
Statement”) with the SEC, which will include a preliminary and
definitive proxy statement/prospectuses, to be distributed to
holders of RMG III’s ordinary shares in connection with RMG III’s
solicitation of proxies for the vote by RMG III’s shareholders with
respect to the Proposed Transaction and other matters as described
in the Registration Statement, as well as a prospectus relating to
the offer of securities to be issued to H2B2 stockholders in
connection with the Proposed Transaction. After the Registration
Statement has been filed and declared effective, RMG III will mail
a copy of the definitive proxy statement/prospectus, when
available, to its shareholders. The Registration Statement will
include information regarding the persons who may, under SEC rules,
be deemed participants in the solicitation of proxies to RMG III’s
shareholders in connection with the Proposed Transaction. RMG III
will also file other documents regarding the Proposed Transaction
with the SEC. Before making any voting decision, investors and
security holders of RMG III and H2B2 are urged to read the
Registration Statement, the proxy statement/prospectus contained
therein, and all other relevant documents filed or that will be
filed with the SEC in connection with the Proposed Transaction as
they become available, because they will contain important
information about the Proposed Transaction. The Registration
Statement, preliminary and definitive proxy statements/prospectuses
and other relevant documents will be sent or given to the
shareholders of RMG III as of the record date established for
voting on the Proposed Transaction. Shareholders will also be able
to obtain copies of the Registration Statement, proxy
statement/prospectus, without charge, once available, at the SEC’s
website at www.sec.gov or by directing a request to: RMG
Acquisition Corp. III, 57 Ocean, Suite 403, 5775 Collins Avenue,
Miami Beach, Florida 33140. The information contained on, or that
may be accessed through, the websites referenced in this press
release is not incorporated by reference into, and is not a part
of, this press release.
RMG III urges investors, shareholders and other interested
persons to read the Extension Proxy Statement and, when available,
the Registration Statement, preliminary and definitive proxy
statements/prospectuses as well as other documents filed with the
SEC because these documents do and will contain important
information about RMG III, H2B2 and the Proposed Transaction.
Participants in the Solicitation
RMG III, H2B2 and certain of their respective directors and
officers may be deemed to be participants in the solicitation of
proxies from RMG III’s shareholders in connection with the Proposed
Transaction. Information about RMG III’s directors and executive
officers and their ownership of RMG III’s securities is set forth
in RMG III's filings with the SEC, including RMG III’s Annual
Report on Form 10-K for the year ended December 31, 2022, which was
filed with the SEC on April 18, 2023. Additional information
regarding the interests of those persons and other persons who may
be deemed participants in the Proposed Transaction may be obtained
by reading the Registration Statement when it becomes available.
You may obtain free copies of these documents as described in the
preceding paragraph.
No Offer or Solicitation
This press release shall not constitute a solicitation of a
proxy, consent, or authorization with respect to any securities or
in respect of the Proposed Transaction. This press release shall
also not constitute an offer to sell or the solicitation of an
offer to buy any securities, nor shall there be any sale of
securities in any states or jurisdictions in which such offer,
solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended, or an exemption therefrom.
Forward-Looking Statements
This press release includes certain statements that are not
historical facts but are forward-looking statements for purposes of
the safe harbor provisions under the United States Private
Securities Litigation Reform Act of 1995. Forward-looking
statements generally are accompanied by words such as “believe,”
“may,” “will,” “estimate,” “continue,” “anticipate,” “intend,”
“expect,” “should,” “would,” “plan,” “predict,” “potential,”
“seem,” “seek,” “future,” “outlook,” and similar expressions that
predict or indicate future events or trends or that are not
statements of historical matters. These forward-looking statements
are based on various assumptions, whether or not identified in this
press release, and on the current expectations of the respective
management of RMG III and H2B2 and are not predictions of actual
performance. These forward-looking statements are provided for
illustrative purposes only and are not intended to serve as, and
must not be relied on as, a guarantee, an assurance, a prediction
or a definitive statement of fact or probability. Actual events and
circumstances are difficult or impossible to predict and will
differ from assumptions. Many actual events and circumstances are
beyond the control of RMG III or H2B2. Potential risks and
uncertainties that could cause the actual results to differ
materially from those expressed or implied by forward-looking
statements include, but are not limited to: the outcome of any
legal proceedings that may be instituted in connection with the
Proposed Transaction; delays in obtaining, adverse contained in, or
the inability to obtain necessary regulatory approvals or complete
regulatory reviews required to complete the Proposed Transaction;
the risk that the Proposed Transaction disrupts current plans and
operations; the inability to recognize the anticipated benefits of
the Proposed Transaction, which may be affected by, among other
things, competition, the ability of the surviving corporation to
grow and manage growth profitably with customers and suppliers and
retain key employees; the risk that H2B2’s projected pipeline of
projects and production capacity do not meet H2B2’s proposed
timeline or that such pipeline fails to be met at all; the risk
that H2B2’s expansion into Latin American and Asia-Pacific through
strategic projects is delayed or does not happen at all; costs
related to the Proposed Transaction; the risk that the Proposed
Transaction does not close in the second half of 2023 or does not
close at all; changes in the applicable laws or regulations; the
possibility that H2B2 may be adversely affected by other economic,
business, and/or competitive factors; the ongoing impact of the
global COVID 19 pandemic; economic uncertainty caused by the
impacts of the conflict in Russia and Ukraine and rising levels of
inflation and interest rates; the risk that the approval of the
shareholders of RMG III for the Proposed Transaction is not
obtained; the risk that the capital raise transaction and/or the
PIPE transaction are not completed prior to the closing of the
proposed business combination; the risk that even if the capital
raise transaction and/or the PIPE transaction are completed, they
will not be sufficient to fund H2B2’s execution on its near-term
project pipeline allowing H2B2 to scale its operations commensurate
to expected demand growth; the amount of redemption requests made
by RMG III’s shareholders and the amount of funds remaining in RMG
III’s trust account after satisfaction of such requests; RMG III’s
and H2B2’s ability to satisfy the conditions to closing the
Proposed Transaction; and those factors discussed in RMG III’s
public reports filed with the SEC, including its Annual Report on
Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on
Form 8-K, the Extension Proxy Statement, as well as the
Registration Statement, preliminary and the definitive proxy
statements/prospectuses that RMG III intends to file with the SEC
in connection with the Proposed Transaction. If any of these risks
materialize or RMG III’s or H2B2’s assumptions prove incorrect,
actual results could differ materially from the results implied by
these forward-looking statements. There may be additional risks
that neither RMG III nor H2B2 presently know, or that RMG III and
H2B2 currently believe are immaterial, that could also cause actual
results to differ from those contained in the forward-looking
statements. In addition, forward-looking statements reflect RMG
III’s and H2B2’s expectations, plans or forecasts of future events
and views as of the date of this press release. RMG III and H2B2
anticipate that subsequent events and developments may cause their
assessments to change. RMG III and H2B2 specifically disclaim any
obligation to update or revise any forward-looking statements,
except as required by law. These forward-looking statements should
not be relied upon as representing RMG III’s or H2B2’s assessments
as of any date subsequent to the date of this press release.
Accordingly, undue reliance should not be placed upon the
forward-looking statements.
1 Arup Market Research 2023.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230511005949/en/
H2B2
Investors Roberto Wilson Fernández roberto.wilson@h2b2.es
+34 645094134
Media Marisa Toro Marisa.toro@marlowinsight.com +34
607665625
RMG III
Philip Kassin President & Chief Operating Officer
pkassin@rmginvestments.com +1(786) 359-4103
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