New Company to Be a Renewable Energy and
Sustainable Agriculture Platform
BurTech Acquisition Corp. (NASDAQ: BRKH), a publicly traded
special purpose acquisition company or “SPAC” (“BurTech”),
and CleanBay Renewables Inc. (“CleanBay”), a late-stage
enviro-tech company focused on the production of sustainable
renewable natural gas (“RNG”), green hydrogen and natural
controlled-release fertilizer, today announced the signing of a
letter of intent (“LOI”) for a potential business
combination.
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the full release here:
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CleanBay’s board of directors believes that a business
combination with BurTech is a positive and natural next step for
the company. Executives believe this new company will provide
opportunities to make meaningful climate and energy transition
contributions and is in the best interest of CleanBay
shareholders.
“We believe that our process improves the air, soil and water
quality around our facilities. In addition, our renewable energy
products are a sustainable, environmentally friendly way to reduce
emissions and provide a low carbon solution for vehicle fuel,
residential use, EV charging and hydrogen production,” said
CleanBay’s Executive Chairman Thomas Spangler. “We believe our
projects can help to address U.S. climate policy objectives and
many of the United Nation’s Sustainable Development Goals.”
“Our process converts agricultural byproducts into high-quality
fertilizer, returning it back to the farming community to further
support crop development and healthy soils,” said CleanBay’s Chief
Executive Officer Donal Buckley. “As we continue to develop new
facilities, we hope to become one of the largest single sources for
climate-friendly fertilizer in the country.”
“We are excited to partner with CleanBay and believe that access
to capital markets will enable CleanBay to commercialize and scale
its proprietary and patented processes. We look forward to working
with CleanBay’s management team to consummate the business
combination. CleanBay’s 'shovel-ready projects' present an
attractive investment opportunity for existing and future
shareholders. In addition, access to state municipal bond
incentives in Maryland and California could create a robust
economic platform to assist in financing these plants and produce
RNG, hydrogen and natural fertilizer on an industrial scale. Most
importantly 'Made in the USA' sources of RNG, through offtake
agreements, can help fossil fuel producers and agriculture
companies lower their carbon footprint. With nine identified
facilities and eight potential future facilities in the pipeline,
we believe that CleanBay will become a significant player in the
North American RNG and natural fertilizer market,” said BurTech
Chairman and CEO Shahal Khan.
According to CleanBay’s management, at full capacity, each
CleanBay bioconversion facility can recycle more than 150,000 tons
of poultry litter annually. By repurposing a potential source of
excess nutrients, each facility can generate more than 750,000
MMBtus of sustainable RNG, 100,000 tons of natural,
controlled-release fertilizer, and up to an estimated 1,000,000
tons of CO2 equivalent carbon credits that can be available for
monetization in global carbon markets. As an alternative to
renewable natural gas, the facilities can also produce clean
hydrogen at an estimated rate of 20,000 tons per year. CleanBay has
accumulated proprietary intellectual property covering its
conversion process to include trade secrets, a U.S. patent and
pending patent applications in the U.S. and Europe.
Transaction Overview
Under the terms of the letter, CleanBay’s existing equity
holders would convert 100 percent of their equity into the combined
public company. The proposed transaction values CleanBay at $330
million. The BurTech trust account currently holds approximately
$294 million in cash. BurTech expects to announce additional
details regarding the proposed business combination when a
definitive merger agreement is executed in the second quarter of
2023.
Completion of a business combination with CleanBay 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 and
approval of the transaction by the board and stockholders of both
BurTech and CleanBay. There can be no assurance that a definitive
agreement will be entered into or that the proposed transaction
will be consummated on the terms or timeframe currently
contemplated, or at all..
About CleanBay Renewables Inc.
CleanBay is an enviro-tech company founded in 2013 focused on
the sustainable management of agriculture byproducts through
anaerobic digestion and nutrient recovery technologies which
produce renewable natural gas and controlled-release
natural/organic fertilizer. The company is actively developing
projects throughout the United States. CleanBay’s solution to
reduce air, soil and water pollution provides businesses with an
opportunity to offset CO2 emissions, poultry growers with an
alternative use for their poultry litter, and crop farmers with a
controlled-release fertilizer to increase sustainable food
production and support healthy soils.
CleanBay has one shovel ready project located in Maryland and
eligible for up to $250 million of tax-exempt municipal bonds, a
second project close to shovel ready (anticipated Q4 2023) in
Delaware, and a third project in California that received a $540
million initial resolution from the California Pollution Control
Financing Authority for revenue bonds, for which the company is in
the process of securing permits. As part of its broader portfolio,
CleanBay has identified 17 other potential project locations across
the U.S. CleanBay believes that it can rapidly develop its
portfolio of bioconversion facilities to address climate change
globally.
For more information, visit https://cleanbayrenewables.com.
About BurTech Acquisition Corp.
BurTech Acquisition Corp. is a blank check company whose
business purpose is to effect a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization, or similar
business combination with one or more businesses or entities.
BurTech is led by its Chief Executive Officer, Shahal Khan.
No Offer or Solicitation
This press release shall not constitute a solicitation of a
proxy, consent, or authorization with respect to any securities or
in respect of the proposed business combination. This press release
shall also not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of
securities in any states or jurisdictions in which such offer,
solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended, or an exemption therefrom.
Forward-Looking Statements
The disclosure herein includes certain statements that are not
historical facts but are forward-looking statements for purposes of
the safe harbor provisions under the U.S. Private Securities
Litigation Reform Act of 1995. Forward-looking statements generally
are accompanied by words such as “believe,” “may,” “will,”
“estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,”
“would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,”
“outlook,” and similar expressions that predict or indicate future
events or trends or that are not statements of historical matters.
These forward-looking statements include, but are not limited to,
statements regarding projections, estimates and forecasts of
revenue and other financial and performance metrics and projections
of market opportunity and expectations, BurTech’s ability to enter
into a definitive agreement or consummate a transaction with the
target company and BurTech’s ability to obtain the financing
necessary to consummate the potential transaction. These statements
are based on various assumptions and on the current expectations of
BurTech’s management and are not predictions of actual performance.
These forward-looking statements are provided for illustrative
purposes only and are not intended to serve as, and must not be
relied on by any investor as, a guarantee, an assurance, a
prediction or a definitive statement of fact or probability. Actual
events and circumstances are difficult or impossible to predict and
will differ from assumptions. Many actual events and circumstances
are beyond the control of BurTech and the target company. These
forward-looking statements are subject to a number of risks and
uncertainties, including: BurTech’s ability to enter into a
definitive agreement with respect to the proposed business
combination or consummate a transaction with the target company;
the risk that the approval of the stockholders of BurTech for the
potential transaction is not obtained; failure to realize the
anticipated benefits of the potential transaction, including as a
result of a delay in consummating the potential transaction; the
amount of redemption requests made by BurTech’s stockholders and
the amount of funds remaining in BurTech’s trust account after
satisfaction of such requests; those factors discussed in BurTech’s
prospectus for its initial public offering dated December 10, 2021,
under the heading “Risk Factors,” and other documents of BurTech
filed, or to be filed, with the SEC. If the risks materialize or
assumptions prove incorrect, actual results could differ materially
from the results implied by these forward-looking statements. There
may be additional risks that BurTech presently does not know or
that BurTech currently believes are immaterial that could also
cause actual results to differ from those contained in the
forward-looking statements. In addition, forward-looking statements
reflect BurTech’s expectations, plans or forecasts of future events
and views as of the date hereof. BurTech anticipates that
subsequent events and developments will cause BurTech’s assessments
to change. However, while BurTech may elect to update these
forward-looking statements at some point in the future, BurTech
specifically disclaims any obligation to do so. These
forward-looking statements should not be relied upon as
representing BurTech’s assessments as of any date subsequent to the
date of this press release. Accordingly, undue reliance should not
be placed upon the forward-looking statements.
For more information, visit https://BurTechacq.us/.
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version on businesswire.com: https://www.businesswire.com/news/home/20230224005415/en/
Camille Chetrit BurTech Acquisition Corp. +1 2404235984
Andy Hallmark Director of Corporate Communications CleanBay
Renewables Andy@cleanbayrenewables.com
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