RMG Acquisition III in an 8-K filing disclosed multiple amendments to its merger agreement with H2B2 Electrolysis Technologies. These include:
• Reduction of the minimum investment amount from $40 million to $30 million.
• An amendment to the definition of the closing date purchase price to a fixed purchase price of $400 million.
• Removal of the AVR Option Amount from the calculation of the closing purchase price and minimum investment amount as a result of the agreement between current H2B2 chairman and H2B2 to delay the exercise of the chairman’s option to acquire up to 68,966 shares of stock, until after closing of the merger.
• Removal of the 10% premium in the event that the capital raise exceeded $15 million from the definition of closing date purchase price.
• Removal of the condition precedent to closing that RMG III will have at least $5 million of net tangible assets.
• Amendment to the definition of founder consideration shares to reflect the planned partial conversion by the SPAC sponsor of certain RMG III Class B shares into RMG III Class A shares prior to closing.
• Amendment to the covenant relating to the warrant amendment to clarify that RMG III will, following its execution, cause, in connection with the closing, each of the outstanding public warrants and private placement warrants to represent the right to receive up to 0.075 shares of the surviving corporation’s stock.
The target is a vertically integrated provider of hydrogen energy systems, services and equipment.
At deal announcement in May, the closing purchase price was $750 million, subject to adjustment.
Since its founding in 2016, H2B2 said it has become a key player in the green hydrogen energy sector. The company is expanding rapidly in Europe, the United States, Latin America, Asia and the Middle East and has secured a role in strategic projects.
As of June, H2B2 was expecting to post a net loss of $16.6 million in fiscal 2023 on revenues of $15.8 million, according to estimates contained in a proxy filed by RMG III. However, the company is projecting revenue of $206.8 million in 2025.
RMG III raised $420 million in a February 2021 IPO, though the trust was down to about $10 million as of July. Read more.
