RMG Acquisition Corporation III (RMGC) to Combine with H2B2 Electrolysis Technologies

RMG III (NASDAQ:RMGC) announced in an 8-K this morning that it has entered into a merger agreement with hydrogen energy company H2B2 Electrolysis, but left few other details in the filing.

Madrid-based H2B2 manufacturers hydrogen electrolyzer components and is developing a number of projects for solar-to-hydrogen fuel plants.

Quick Takes: The announcement came alongside notice that RMG III had used the first of its three allowed one-month extensions to push its transaction deadline to June 9, which it may further extend to August 9.

It will likely still need more time, and RMG III used the whiff of this deal to help get it this far. RMG III announced a letter of intent with H2B2 a week before shareholders voted to give the SPAC its initial extension options in January.

SPAC shareholders were largely not biting in early 2023, however, and RMG III saw 98% of shares redeemed in exchange for the extra time. That left the SPAC with about $9.3 million in trust and today’s announcement does not make mention of a PIPE or other outside funding instruments.

At the time, the parties expected H2B2 shareholders to roll all equity into the combined company and for a definitive agreement to be executed before the end of the first quarter. RMG III is clearly behind schedule on that count, and negotiations could have been held up by ongoing PIPE efforts.

Then again, things may have been complicated simply due to the international nature of H2B2’s operations.

H2B2 runs several hydrogen projects in Spain, it has grant funding for a new project in California and has supply agreements and joint ventures brewing in India, Colombia, the Netherlands and the UAE.

That’s a lot of fingers in a lot of pies and the company has also been undergoing governance changes in anticipation of going public. At the end of last year, it appointed Antonio Vázquez to chair its Board. Vázquez previously served a 13-year stint chairing the Board of International Airlines Group (LSE:IAG), the parent company of airlines Iberia, British Airways, Vueling and Aer Lingus.

While H2B2 isn’t yet in the jet fuel-making business, Vázquez’s experience in overseeing the complex supply chains of those airlines could still come in handy as the company rolls out its own network.

For now, much of H2B2’s work is to piggyback on existing energy infrastructure to decarbonize it and offer hydrogen byproducts. It was subcontracted by Técnicas Reunidas (MCE:TRE) to provide the hydrogen coolant for the turbines of a massive 1,800 MW combined cycle gas plant that GE (NYSE:GE) and Sumitomo (TYO:8053) built as a JV in the UAE.

It has similar partnerships to decarbonize plants run by Colombian state-owned energy company Ecopetrol and runs a JV with Indian engineering firm GR Group to manufacture energy industry components in the company while bidding on projects of its own.

This JV, GreenH Electrolysis, was expected to break ground on its factory early this year, which would allow it to produce electrolyzer components capable of powering 100 MW worth of plants per year. This is to add to its Spain-based facilities that currently can deliver 200 MW-worth of electrolyzers annually.

There in Spain, it has partnered for projects providing hydrogen to a university campus, a truck fleet and a pilot plant testing power-to-power designs that transfer solar and other renewable energy into hydrogen.

Those integrated designs may be the most lucrative part of H2B2’s future as they allow H2B2 to be the full builder and operator of plants, rather than coming in for a piece of a wider development on a work-for-hire basis.

Its first foray into running its own show appears to be the hydrogen production facility it built in Fresno, California with a $4 million grant from the state. It is expected to start operations this year to provide 3 MW of energy initially, drawing power from solar panels and dispensing hydrogen fuel alongside an EV charging station.

H2B2 is also a participant in a European Commission program that could see it receive up to €25 million in grant funding for further projects of this type on the continent.

Altogether, H2B2 cuts the figure of much more diversified and commercialized hydrogen player than many SPAC targets of the recent past. Its technology has been generally proven to not require a downhill roll to work and it could be applied to a variety of applications.

The fact that it has vertically integrated much of its manufacturing and supply chain could also be a major benefit long-term. But, if H2B2 has a big flashy contract in hand for massive orders in its pipeline, it isn’t waving it around just yet.

That could be also be for the best given how squishy some of those agreements by hydrogen and EV players wound up being recently. But, until the parties release more information, investors will be left guessing at H2B2’s broader plans for the future and how this deal fits into them.