HL Acquisitions Corp. to Combine with Fusion Welcome-Fuel SA


HL Acquisitions Corp. to Combine with Fusion Welcome-Fuel SA

This morning, HL Acquisitions Corp. (HCCH), announced a new combination with Fusion Welcome-Fuel SA, a clean energy company that has developed a proprietary technology and process for producing green hydrogen using concentrated photovoltaics. Following the consummation of the transaction both HL and Fusion Fuel will become wholly owned subsidiaries of a newly formed Irish parent (“New Fusion”), and will be led by the existing management team of Fusion Fuel.

As for what exactly is “green” hydrogen, HL’s CEO and Chairman Jeffrey Schwarz, explains it best in the press release:

“For years experts have hailed hydrogen as the fuel of tomorrow; a potential panacea for the ills of climate change. However, there is virtually no naturally occurring elemental hydrogen on the planet; nearly all hydrogen consumed is ‘brown’ hydrogen—produced from coal or natural gas through steam methane reforming, an industrial process that produces significant greenhouse gas emissions. Up until now, ‘green’ hydrogen—produced by the electrolysis of water with electricity generated from zero emission energy sources—has been prohibitively expensive. Fusion Fuel’s proprietary technology and process will overcome that impediment, and is expected to allow New Fusion to produce ‘green’ hydrogen at prices competitive with brown hydrogen.”

Per this morning’s press release Fusion Fuel’s owners will receive 2,125,000 Class B ordinary shares of New Fusion, and 2,125,000 New Fusion warrants with the same terms and maturity of the HL warrants (except that they will be exercisable on a cashless basis and non-redeemable).

In addition, Fusion Fuel’s owners will be entitled to earn contingent consideration of up to 1,137,000 Class A ordinary shares and 1,137,000 New Fusion warrants upon the achievement of certain milestones. The Class A and Class B ordinary shares are identical except that so long as at least 1,700,000 Class B shares are held by the Fusion Fuel owners, New Fusion shall not take certain extraordinary actions without the consent of a majority of such Class B holders.

As part of the transaction, HL’s shareholders prior to its initial public offering (the “HL Founders”) have agreed to forfeit 125,000 ordinary shares of HL and 125,000 HL warrants. If no HL shareholders elect to redeem their shares for a pro rata portion of HL’s trust account, at the close Fusion Fuel’s owners will hold approximately 23% of New Fusion’s issued and outstanding shares.

Quick take:  If you recall, HL previously announced a deal with Chi Energie (Singapore) PTE Ltd., a modular LNG business to supply the remote power, oil field service and transportation sectors in Oman.  That transaction was ultimately terminated citing “the current extraordinary market conditions surrounding the industry“ (Covid, oil production wars between Russia, Saudia Arabia, etc.).  So it kind of makes sense that HL has pivoted into clean energy in a post-Covid environment.  It’s a new world and sustainability is very much in vogue. Furthermore, the technology certainly sounds intriguing and maybe the fellas at Nikola Motors would be interested in their offering.  However, Fusion Welcome-Fuel is essentially pre-revenue, so it comes down to – “can this team execute on commercialization?” Well, there are a lot of “ifs” to get there and you really need a expert in this space to drill down on that, but the concern from a non-expert is that this is very early stage with a lot unknowns (hydrogen fuel adoption rates, hydrogen infrastructure, etc.).  They’ll need to work hard to address that.