H2B2 Electrolysis Technologies, S.L. entered into a non-binding letter of intent to acquire RMG Acquisition Corp. III from Aristeia Capital, LLC, Meteora Capital, LLC and others in a reverse merger transaction.
Completion of a business combination is subject to, among other matters, the completion of due diligence, the negotiation of a definitive agreement providing for the transaction, satisfaction of the conditions negotiated therein, approval of the transaction by the board and stockholders of both RMG III and the H2B2, regulatory approvals, consummation of a capital raise transaction of at least $40 million and other customary conditions. The definitive merger agreement is expected to be executed in the first quarter of 2023. RMG III is holding an extraordinary general meeting of its shareholders on January 10, 2023 to approve an extension of time for RMG III to complete an initial business combination through May 9, 2023, and the proposed transaction would be subject to approval of the extension proposal by RMG III's shareholders. As of May 9, 2023, RMG III has extended the date that it is required to consummate a business combination by one month to June 9, 2023, as the first of up to three one-month extensions, to August 9, 2023, permitted by RMG III's governing documents. The boards of directors of RMG and H2B2 have both unanimously approved the 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 transaction. The transaction is expected to close in the second half of 2023. Latham & Watkins LLP acted as legal advisor to H2B2. Lorenzo Corte, Rita Sinkfield Belin, Frederic Depoortere, Genia Gokhmark, Jason Hewitt, Victor Hollender, Joshua Nickerson, Maria Protopapa, Erica Schohn and Eve-Christie Vermynck of Skadden, Arps, Slate, Meagher & Flom (UK) LLP and Pérez-Llorca acted as legal advisors to RMG III.