Hyzon Motors agreed to a merger Tuesday with Decarbonization Plus Acquisition Corp. (NASDAQ: DCRB), a special purpose acquisition company (SPAC) that raised $626 million to target a company for merger. Hyzon expects to get up to $570 million after expenses when the business combination closes.
DCRB raised $226 million in an initial public offering. Another $400 million came via private investment in public equity (PIPE) funding. VectoIQ Acquisition Corp. raised $755 million for its reverse merger with battery-electric and fuel cell truck making startup Nikola Corp. (NASDAQ: NKLA) in June 2020.
Institutional investors in the PIPE include funds and accounts managed by BlackRock, the Federated Hermes Kaufmann Funds, Fidelity Management & Research Company LLC, Wellington Management and Riverstone Energy Ltd. BlackRock and Fidelity are regular SPAC investors. SPAC Insider. reports 128 SPACs in the first five weeks of 2021.
The pro forma implied equity value of the Hyzon and DCRB combination is $2.7 billion. That is based on the $10 per-share PIPE price. It also assumes a minimal number of shares being sold by DCRB’s public stockholders. Directors of Hyzon and DCRB approved the transaction. It is expected to close in the second quarter.
Hyzon projects to be positive on an earnings before taxes, interest, depreciation and amortization (EBITDA) basis by 2023 on sales of just over 4,000 vehicles. The business expects to generate more than $500 million of EBITDA by 2025. The company’s forecast of 17,000 vehicles sold in 2025 is less than 1% of the total addressable fuel cell market.
Spinning out of Singapore
The Hyzon story began almost 20 years ago when CEO Craig Knight co-founded Horizon Fuel Cell Technologies in Singapore. The company has deployed thousands of fuel cells in mobile and stationary use, mostly in Asia, over that period.
Hyzon purchased the former headquarters of General Motors Co.’s fuel cell operations in Honeoye Falls, New York, near Rochester last July. Its focus is fuel cells for heavy-duty vehicles that haul the heaviest and most demanding payloads the longest distances in all road conditions.
Hyzon was spun off to develop a North American presence. French oil and gas conglomerate Total SE was an early financial backer. Knight told FreightWaves last October that Hyzon was open to strengthening its balance sheet through a SPAC or by other investment mechanisms.
“Deliveries of Hyzon fuel cell-powered heavy trucks to customers in Europe and North America will occur this year, well ahead of our competitors,” Knight said in a press release, which said 100% of its 2021 business is contracted or under a memorandum of understanding (MOU).
“Our committed sales pipeline is proof that the world is truly recognizing the need to develop innovative solutions to mitigate climate change and accelerate efforts to move the world economy down the path to net-zero emissions,” Knight said.
Eighty percent of Hyzon’s near-term sales pipeline is in Asia, Australia and Europe, where hydrogen use is more advanced than in the U.S. Its fleet customers already have hydrogen fuel sourced for back-to-base refueling. That leaves Hyzon to focus on selling trucks.
“Think of a soft drink distribution delivery route that leaves a depot in the morning, makes stops at supermarkets, gas stations or convenience stores and returns to the depot in the afternoon, or a garbage truck fleet that does the same,” said Robert Tichio, a DCRB director.
Hyzon’s SPAC sponsor is an affiliate of Riverstone Holdings LLC, which has invested $5 billion in renewables over the past 15 years. Since its founding in 2000, Riverstone has raised more than $41 billion in equity capital.
The SPAC is led by Erik Anderson, a former Goldman Sachs vice president and founder and CEO of private equity management firm WestRiver Group. Goldman Sachs was the exclusive financial adviser to Hyzon. And it was the lead placement agent on the PIPE.
DCRB began its courtship of Hyzon within 10 days of its IPO closing last October, Tichio said.
Knight will continue as CEO of the combined businesses. His team includes co-founders Chairman George Gu and Chief Technology Officer Gary Robb, who was a fuel cell development manager for GM; Chief Financial Officer Mark Gordon, who worked with Goldman and Soros Fund Management; and Chief Strategy Officer Rob Del Core, who worked at Hydrogenics before it was sold to Cummins Inc. (NYSE: CMI).