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, have entered into a definitive agreement to take H2B2 public via a business combination, according to a news release.
Under the terms of the proposed transaction, H2B2’s stockholders will roll 100% of their equity holdings into the combined public company.
The base purchase price of $750m 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.
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.
Since its founding in 2016, H2B2 has become a key player in the green hydrogen energy sector, the news release states. 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 3 MW 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.”
