H2B2 Electrolysis Technologies, S.L. entered into a non-binding letter of intent to acquire RMG Acquisition Corp. III (NasdaqCM:RMGC) from Aristeia Capital, LLC, Meteora Capital, LLC and others in a reverse merger transaction on January 4, 2023. H2B2 Electrolysis Technologies, S.L. entered into a definitive agreement to acquire RMG Acquisition Corp. III (NasdaqCM:RMGC) from Aristeia Capital, LLC, Meteora Capital, LLC and others for $750 million in a reverse merger transaction on May 9, 2023. The purchase price of $750 million is subject to adjustment based on the results of the proposed capital raise transaction. H2B2 is separately undertaking a capital raise transaction, which is expected to close prior to the proposed transaction. Under the terms of the LOI, RMG III and H2B2 would be become a combined entity, with H2B2's existing equity holders continuing to hold substantially all of their equity in the combined public company. Under the terms of the agreement, H2B2's stockholders will roll 100% of their equity holdings into the combined public company. Upon the consummation of the transactions contemplated by the Merger Agreement, H2B2 will merge with and into RMG III, the separate existence of H2B2 will cease and RMG III will be the surviving corporation (the “Business Combination”). RMG III is expected to be renamed “H2B2 Electrolysis Technologies, Inc.” at the closing of the Business Combination. H2B2 Electrolysis Technologies will go public on the NASDAQ via a business combination with RMG III. As part of H2B2's transition to public ownership, H2B2 Chief Executive Officer Anselmo Andrade Fernández de Mesa takes the reins from Felipe Benjumea Llorente, founder of H2B2, who will assume the role of Strategic Advisor so that he can continue to contribute to the development of the business globally.

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.