March 1, 2024

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RMG agrees to an extension until August for the listing of the Spanish company H2B2 on the Nasdaq |  Companies

RMG agrees to an extension until August for the listing of the Spanish company H2B2 on the Nasdaq | Companies

Spanish green hydrogen company H2B2, founded by Felipe Bengomia, is buying time to jump onto the Nasdaq. The company is trying to go public through a merger with Spac, RMG Acquisition Corp. III, a Cayman Islands-based company created specifically for corporate operations of this type. RMG's shareholders meeting agreed to extend the deadline until August to complete the merger, but at the same time it is struggling to avoid being excluded from the market.

The Extraordinary General Assembly of RMG was held last week and shareholders approved…

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Spanish green hydrogen company H2B2, founded by Felipe Bengomia, is buying time to jump onto the Nasdaq. The company is trying to go public through a merger with Spac, RMG Acquisition Corp. III, a Cayman Islands-based company created specifically for corporate operations of this type. RMG's shareholders meeting agreed to extend the deadline until August to complete the merger, but at the same time it is struggling to avoid being excluded from the market.

RMG's extraordinary general meeting was held last week and shareholders overwhelmingly approved the redrafting of the articles of association to give more time for a process to avoid liquidation. The deadline was initially extended from February 9 to April 9, but in addition, the Board of Directors agreed to allow directors, without another shareholder vote, to extend the deadline four more times for an additional period of one month each time. This brings the new deadline to August 9, as planned.

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RMG has already registered the new updated version of its platform in the Cayman Islands. The problem for the company, as it itself realized, was that this extension ran counter to Nasdaq rules. Regulations require a SPA to complete one or more business combinations within 36 months of its initial offering. In this case, the deadline was February 4. Therefore, the expansion that has now been approved “does not comply with Nasdaq standards.” RMG has been identified.

Nasdaq had previously warned RMG III about this They may be excluded from the market due to low capitalization levelsBut the company has overcome this hurdle for now. On February 5, RMG received notice from market officials indicating that the fact that it had not completed any transaction during that 36-month period constituted grounds for delisting.

A hearing before the Nasdaq committee is scheduled for March 21 to discuss the issue. RMG has notified the US Securities and Exchange Commission (SEC). Which will defend itself from exclusion. It will do this by “submitting its plan to complete the previously announced proposed business combination with H2B2 Electrology Technologies and thereby demonstrating compliance with all applicable standards for an initial listing on the Nasdaq Capital Market and requesting an extension to do so.”

RMG is working quickly to close the H2B2 deal, but warns there can be no guarantee that the Nasdaq panel will allow it to continue trading. This committee is authorized to grant the RMG an extension until August 3 at the latest.

With no cash on hand and with more liabilities than assets, it is not actually RMG that is buying the H2B2, but, In practice, it is the Spanish green hydrogen company controlled by the Benjomia family that comes in for the listing Through a merger with a stock exchange.

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H2B2 is trying to attract investors to list on the Nasdaq, although at the same time it has had to lower its forecasts from previously published ones, which the company admitted were “speculative in nature.” The H2B2 valuation was initially set at $750 million Reduced to $400 million With a reduction of 47%, after talks with potential investors in which the investment bank Natixis participated, although the new valuation is still not supported by the opinion of any independent expert.

RMG III's promoters' shares would be worthless if they couldn't close the deal in time, so they found salvation in buying H2B2. This in turn leaves them in a “conflict of interest” position. As explained in the booklet, which emphasized that “there can be a significant risk of incorrect assessment Of H2B2 business, which can cause harm to investors. Most of RMG's shareholders have left the company. The company ended 2022 with $487 million in cash, and as of September 30, it only had $7 million left, 99% less. Basically the promoters of the company remain, who control 95% of the capital. Following this new extension, eight other shareholders, holders of 1.95% of Class A common stock, requested their money back.

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