Special-purpose acquisition company (SPAC) Decarbonization Plus Acquisition Corp. (NASDAQ: DCRB) has reached a definitive agreement to combine with Hyzon Motors in a reverse merger that will result in Hyzon becoming a publicly traded company. The deal values Hyzon at approximately $2.1 billion.
Hyzon is developing hydrogen fuel cell-powered heavy-duty commercial vehicles, including long-haul trucks, urban buses and long-distance coaches and delivery vans. According to a slide presentation from the company, Hyzon has received contracts or memoranda of understanding totaling $40 million in sales for 2021 and has contracted or sees a “high probability” of income in 2022 of more than $200 million. The company said it is having “advanced discussions” with Coca-Cola for delivery of more than 500 heavy trucks for in excess of $200 million.
There is, of course, plenty of competition in the hydrogen heavy-duty vehicle market, with the likes of Nikola, Toyota and Hyundai.
The parent company of Hyzon is Horizon Fuel Cell Technologies, a Singapore-based firm founded in 2003 that has been working on fuel cell applications ever since. Hyzon was carved out of Horizon last year and established a U.S. base in Rochester, New York.
According to the company’s presentation, net proceeds from the reverse merger will total $576 million and Hyzon will need no further capital to deliver on its near-term business plan. The company completed its only funding round last October, led by French energy giant Total. The amount raised was not specified.
DCRB is investing $226 million in the transaction and has received commitments for $400 million in a private investment in public equity (PIPE) offering. Name investors in the PIPE offering are BlackRock, Federated Hermes Kaufmann Funds, Fidelity, Wellington Management and Riverstone Energy. Based on a per-share PIPE price of $10, the enterprise value of Hyzon will be $2.7 billion.
Following completion of the deal, existing Hyzon shareholders will own approximately 75% of the company, while DCRB and the founders will own about 10% and PIPE investors will own the rest. Parent company Horizon will retain pro forma ownership of more than 50% of Hyzon.
The deal requires approval of DCRB shareholders and is expected to close in the second quarter, and the shares will trade on the Nasdaq under the ticker symbol HYZN.
Interestingly, DCRB’s shares popped to a new high of $19.05 on Monday after Bloomberg reported the deal was done, even though no announcement had been made. The stock opened at $18.04 Tuesday morning and traded down as much as 7% before recovering somewhat to trade recently at around $17.00, down about 4.1%.