2024-11-15T19:25:41-06:00 2023-12-31 861065772 DELOITTE TAX LLP 1001 WOODWARD AVE SUITE 700 DETROIT MI 48226 990 2023-01-04 921666293 MID ATLANTIC CLEAN HYDROGEN HUB INC MIDA 3022338034 104 GRAND OAKS DRIVE DOVER DE 199015897 COLLIN O'MARA CHAIRMAN 3022338034 2024-11-15 1 0 ALICIA JANISCH P00741382 3133963000 2024-11-14 2023 2024-10-15 13:58:12Z X X COLLIN O'MARA 104 GRAND OAKS DRIVE DOVER DE 199015897 816600 0 X WWW.MACH-2.COM X 2023 DE TO DEVELOP A REGIONAL CLEAN HYDROGEN HUB THAT WILL ALIGN HYDROGEN PRODUCERS AND CONSUMERS VIA A CONNECTED INFRASTRUCTURE LOCATED WITHIN THE MID-ATLANTIC REGION OF THE UNITED STATES. 3 3 0 4 0 0 816600 0 0 0 816600 0 0 0 0 0 1097263 1097263 -280663 133557 414220 -280663 X MID ATLANTIC CLEAN HYDROGEN HUB INC. ("MACH2") WAS CREATED TO DEVELOP A REGIONAL CLEAN HYDROGEN HUB THAT WILL ALIGN HYDROGEN PRODUCERS AND CONSUMERS VIA A CONNECTED INFRASTRUCTURE LOCATED WITHIN THE MID-ATLANTIC REGION OF THE UNITED STATES. 0 0 1088525 SEE SCHEDULE O 1088525 1 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 3 0 0 0 0 0 0 0 0 0 0 0 0 0 0 X 3 3 0 0 0 0 0 0 0 1 1 0 0 1 1 1 1 0 0 0 0 0 DE X DORA CHEATHAM 3022338034 104 GRAND OAKS DRIVE DOVER DE 199015897 X COLLIN O'MARA CHAIRMAN 3.00 X X 0 0 0 JIM SNELL VICE CHAIR 4.00 X X 0 0 0 DORA CHEATHAM SECRETARY / TREASURER 24.00 X X 0 0 0 0 0 0 0 0 0 0 SCHUYLER ENERGY 130 SEVERN AVE 201 ANNAPOLIS MD 21403 CONSULTING SERVICES 600000 MCCARTER & ENGLISH 1301 K STREET NORTHWEST SUITE 1000 WASHINGTON DC 20005 LEGAL SERVICES 167830 KBR 601 JEFFERSON STREET HOUSTON TX 77002 CONSULTING SERVICES 147584 3 75000 741600 816600 816600 0 0 0 X 167829 167829 905826 902784 3042 5392 397 4995 554 254 300 166 166 17496 17261 235 1097263 1088525 8738 0 0 105557 0 28000 0 133557 0 414220 0 414220 X 0 0 0 0 0 -280663 0 -280663 0 133557 -280663 0 X 0 0 0 X 816600 816600 816600 816600 596344 220256 816600 X PART II, SHORT YEAR EXPLANATION: THE FIRST YEAR IN EXISTENCE, TAX YEAR 2023, WAS A SHORT YEAR. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED FORM 990, PART III, LINE 4A, PROGRAM SERVICE ACCOMPLISHMENTS: MID ATLANTIC CLEAN HYDROGEN HUB INC. ("MACH2") WAS CREATED ON JANUARY 4, 2023 TO DEVELOP A REGIONAL CLEAN HYDROGEN HUB THAT WILL ALIGN HYDROGEN PRODUCERS AND CONSUMERS VIA A CONNECTED INFRASTRUCTURE LOCATED WITHIN THE MID-ATLANTIC REGION OF THE UNITED STATES ENCOMPASSING THE ENTIRE STATE OF DELAWARE, SOUTHERN NEW JERSEY AND SOUTHEASTERN PENNSYLVANIA, MAKING THE REGION AN ENGINE FOR GROWTH AND OPPORTUNITIES IN CLEAN HYDROGEN PRODUCTION, TRANSPORTATION AND CONSUMPTION, INCREASING EMPLOYMENT OPPORTUNITIES AND ENHANCING THE ECONOMIC WELFARE OF THE REGION. ACTIVITIES INCLUDE BUT ARE NOT LIMITED TO HUB DEVELOPMENT AND PLANNING, PROCUREMENT, CONSTRUCTION AND OPERATIONS, SAFETY, SECURITY AND REGULATORY REQUIREMENTS, RISK ANALYSIS AND MITIGATION, WORKFORCE DEVELOPMENT THROUGH EDUCATION, TRAINING AND APPRENTICESHIP, EQUITY AND ENVIRONMENTAL JUSTICE PLANNING. MACH2 WAS SELECTED BY THE U.S. DEPARTMENT OF ENERGY (DOE) AS A FINALIST FOR $7 BILLION IN GRANTS FOR REGIONAL CLEAN HYDROGEN HUBS IN OCTOBER 2023. THIS PROGRAM WAS AUTHORIZED BY CONGRESS IN THE INFRASTRUCTURE INVESTMENT AND JOBS ACT ("IIJA") TO FUND AND ESTABLISH A PROGRAM OF REGIONAL CLEAN HYDROGEN HUBS. THE BIPARTISAN INFRASTRUCTURE LAW ("BIL") ESTABLISHED THE OFFICE OF CLEAN ENERGY DEMONSTRATION ("OCED") WITH THE MISSION "TO DELIVER CLEAN ENERGY DEMONSTRATION PROJECTS AT SCALE IN PARTNERSHIP WITH THE PRIVATE SECTOR TO ACCELERATE MARKET ADOPTION, DEPLOYMENT, AND THE EQUITABLE TRANSITION TO A DECARBONIZED ENERGY SYSTEM." THE REGIONAL CLEAN HYDROGEN HUB'S PURPOSE IS TO DEMONSTRATE THE PRODUCTION, PROCESSING, DELIVERY, STORAGE AND END-USE OF CLEAN HYDROGEN. MACH2 WOULD SUPPORT THE GOVERNMENT'S GOAL TO ACHIEVE A CARBON-FREE ELECTRIC GRID BY 2035 AND A NET ZERO EMISSIONS ECONOMY BY 2050. MACH2 PLANS TO ISSUE A COMMUNITY BENEFIT PLAN THAT DEMONSTRATES THE ORGANIZATION'S SUPPORT FOR MEANINGFUL COMMUNITY AND LABOR ENGAGEMENT, INVESTMENT IN AMERICA'S WORKFORCE, ADVANCEMENT IN DIVERSITY, EQUITY, INCLUSION AND ACCESSIBILITY, AND CONTRIBUTION TO OVERALL BENEFITS TO DISADVANTAGE COMMUNITIES. MACH2 PLANS TO LESSEN THE BURDENS OF GOVERNMENT THROUGH THE PERFORMANCE OF VARIOUS ACTIVITIES OUTLINED BELOW. OCED PERFORMED A PRE-QUALIFICATION ANALYSIS OF MACH2 TO DETERMINE THAT MACH2 WOULD BE A PERMISSIBLE ORGANIZATION TO PARTICIPATE IN THE FUNDING OF THE REGIONAL CLEAN HYDROGEN HUB PROGRAM. THE GOVERNMENT MAINTAINS OVERSIGHT OVER THE ORGANIZATION THROUGH THE ESTABLISHMENT OF A COOPERATIVE AGREEMENT BETWEEN OCED AND MACH2. THE COOPERATIVE AGREEMENT WILL DEMONSTRATE THE INTENT OF THE RELATIONSHIP BETWEEN MACH2 AND OCED OVER FUNDING AND THE USE OF THE FUNDS. THE GOVERNMENT, THROUGH OCED, WOULD ALSO MAINTAIN OVERSIGHT OVER PERIODIC REVIEWS OF ACTIVITIES OF MACH2 AND HUB PROJECT PARTNERS THROUGH BOTH QUALITATIVE AND QUANTITATIVE REPORTS FURNISHED FROM MACH2 TO OCED. THESE REPORTS PROVIDE DETAILS OF THE ACTIVITIES PERFORMED BY MACH2 AND HUB PROJECT PARTNERS AND REIMBURSEMENT BY THE GOVERNMENT OF ACTIVITIES OF MACH2 AND THE HUB PROJECT PARTNERS. THE OCED ALSO HAVE AUDIT RIGHTS OF MACH2 OVER THE USE OF THE FUNDS. THE FUNDING OF THE ACTIVITIES OF MACH2 WILL BE FROM FUNDS RECEIVED BY THE OCED AND DOE IN ADDITION TO ANY FUNDRAISING EFFORTS RAISED BY MACH2. HUB DEVELOPMENT/PLANNING CONSISTENT WITH PRINCIPLES OF EQUITY THE MACH2 CHIEF OPERATING OFFICER AND OPERATIONS TEAM, COMMUNITY BENEFIT PLAN DIRECTOR AND HUB PROJECT PARTNERS WILL PLAN, DEVELOP, COORDINATE WITH EXISTING AND POTENTIAL HYDROGEN PRODUCTION, CONSUMPTION, AND DISTRIBUTION PROJECTS FOR THE PURPOSE OF BUILDING A REGIONAL CLEAN HYDROGEN HUB IN THE MID-ATLANTIC REGION, WHICH INCLUDES THE STATES OF DELAWARE, NEW JERSEY AND PENNSYLVANIA. MACH2 WILL WORK WITH 14 HUB PROJECT PARTNERS WHICH REPRESENT GOVERNMENTAL ENTITIES AS WELL AS ENTITIES IN THE UTILITY, TRANSPORTATION, CHEMICAL, ENERGY, AND REAL ESTATE INDUSTRY. THE BOARD OF DIRECTORS OF MACH2 CURRENTLY CONSIST OF 15 MEMBERS, 10 OF WHICH ARE MEMBERS OF THE HUB PROJECT PARTNERS. THESE HUB PROJECT PARTNERS ARE ALL REQUIRED TO SEPARATELY ENTER INTO A COOPERATIVE AGREEMENT WITH THE OCED TO ENSURE USE OF THE FUNDS ARE DIRECTLY RELATED TO THE GOVERNMENTAL PURPOSE FOR WHICH THE FUNDS WERE INTENDED. REVIEW OF THE EXPENDITURES OF THE HUB PROJECT PARTNERS WILL BE REVIEWED BY MACH2 WITH THE OVERSIGHT OF THE BOARD OF DIRECTORS. MACH2 ESTIMATES THAT THE ORGANIZATION WILL SPEND 15% OF ITS TIME AND 13% OF ITS EXPENSES RELATED TO THESE ACTIVITIES. PROGRAM & PORTFOLIO MANAGEMENT THE MACH2 COO AND OPERATIONS TEAM, INCLUDING PROJECT MANAGEMENT TEAMS, WILL MANAGE HYDROGEN PRODUCTION, CONSUMPTION AND DEVELOPMENT PROJECTS TO ENSURE PROJECT GOALS, TIMELINES, AND MILESTONES ARE MET AND COMPLIANCE WITH OCED REQUIREMENTS. ALL PROJECTS ARE REQUIRED TO MEET SPECIFIC GOALS, TIMELINES AND MILESTONES IN TERMS OF DESIGN, TECHNICAL READINESS, ENGINEERING, OPERATIONS, TRAINING PLANS, LOGISTICS, PERMITTING & REGULATORY REQUIREMENTS, RISK REGISTER, DATA MANAGEMENT, PROCUREMENT, PROJECT COSTS AND SCHEDULING, BUSINESS AGREEMENTS AND COMMUNITY BENEFITS IN ORDER TO PROCEED TO THE NEXT PHASE OF GOVERNMENT FUNDING. THESE METRICS ARE PRESCRIBED BY THE OCED. IT IS THE ROLE OF THE MACH2 PROJECT MANAGEMENT TEAMS TO ENSURE THAT ALL OF THESE ARE MET IN FULL AND ON TIME. MACH2 WILL COLLECT DATA AND REPORT INFORMATION BACK TO INDUSTRY PARTNERS AND THE OCED ON A MONTHLY AND QUARTERLY BASIS. MACH2 ESTIMATES THAT THE ORGANIZATION WILL SPEND 20% OF ITS TIME AND 20% OF ITS EXPENSES RELATED TO THESE ACTIVITIES. CONSTRUCTION AND OPERATIONS MACH2 OPERATIONS TEAM, AND HUB PROJECT PARTNERS WILL PROVIDE OVERSIGHT OF THE CONSTRUCTION AND OPERATION OF PROJECT PARTNERS TO ENSURE CONTRACT COMPLIANCE. PROJECTS INCLUDE, BUT ARE NOT LIMITED TO, CONSTRUCTION OF CLEAN HYDROGEN PRODUCTION FACILITIES, ENABLEMENT OF CLEAN HYDROGEN CONSUMER ADOPTION PROJECTS SUCH AS POWER RETROFITS TO ENABLE HYDROGEN BLENDING, BUILDING OUT OF HYDROGEN REFUELING STATIONS, DEPLOYMENT OF HYDROGEN VEHICLES, AND DEVELOPMENT OF HYDROGEN DISTRIBUTION SYSTEMS SUCH AS PIPELINES & PIPELINE REFURBISHING/RE-SLEEVING. MACH2 ESTIMATES THAT THE ORGANIZATION WILL SPEND 2.5% OF ITS TIME AND 2% OF ITS EXPENSES RELATED TO THESE ACTIVITIES. PROCUREMENT OF GOODS AND SERVICES MACH2 OPERATIONS TEAM, AND HUB PROJECT PARTNERS WILL PROVIDE OVERSIGHT OF THE CONSTRUCTION AND OPERATIONS OF THE PARTNERS TO ENSURE COMPLIANCE WITH UNIFORM ADMINISTRATIVE REQUIREMENTS, COSTS PRINCIPLES AND AUDIT REQUIREMENTS FOR FEDERAL AWARDS UNDER 2 CFR 200 AND 2 CFR 190. MACH2 ESTIMATES THAT THE ORGANIZATION WILL SPEND 2.5% OF ITS TIME AND 2% OF ITS EXPENSES RELATED TO THESE ACTIVITIES. REVIEW OF SAFETY, SECURITY & REGULATION REQUIREMENTS MACH2 OPERATIONS TEAM, AND HUB PROJECT PARTNERS WILL ENSURE THAT ALL HYDROGEN PRODUCTION, CONSUMPTION, AND DISTRIBUTION PROJECTS MEET REQUISITE SAFETY, SECURITY, AND REGULATORY REQUIREMENTS. MACH2 WILL FACILITATE RISK ANALYSIS AND MITIGATION STRATEGIES FOR THE VARIOUS PROJECTS AND WILL DEVELOP BEST PRACTICES FOR MEETING THE SAFETY, SECURITY AND REGULATION REQUIREMENTS. MACH2 WILL ENSURE THAT REQUIREMENTS SET FORTH IN THE GOVERNMENTAL GRANT FUNDING ARE MET. MACH2 ESTIMATES THAT THE ORGANIZATION WILL SPEND 10% OF ITS TIME AND 10% OF ITS EXPENSES RELATED TO THESE ACTIVITIES. AWARD REGULATORY AND FINANCIAL MANAGEMENT MACH2 CHIEF FINANCIAL OFFICER AND DIRECTOR OF REGULATORY COMPLIANCE AND CONTROLLING WILL PROVIDE FINANCIAL MANAGEMENT OF THE DOE AWARD AND OVERSIGHT OF THE PROPER USE OF THE FUNDS. MACH2 WILL REVIEW SUB-AWARDEE GRANTS TO ENSURE THAT THE SUB-AWARDEES MEET FINANCIAL COMPLIANCE OF THE GRANT. ORIGINAL SUB-AWARDEES WERE DETERMINED USING A RUBRIC THAT QUALIFIES PROJECTS BASED ON A NUMBER OF CRITERIA INCLUDING: ALIGNMENT TO THE OVERALL MACH2'S VISION AND STRATEGY, PRODUCTION/CONSUMPTION CAPACITY; GREEN HYDROGEN PRODUCTION CAPABILITY (IF A PRODUCER); LEVELIZED COST OF HYDROGEN (IF A PRODUCER); ABILITY/WILLINGNESS TO CONSUME HYDROGEN (IF A CONSUMER), OVERALL PROJECT ECONOMICS, TECHNOLOGY MATURITY LEVELS, AND ACCESS TO UNDERUTILIZED, EXISTING INFRASTRUCTURE TO LEVERAGE BROWNFIELD SITES. A PIPELINE OF PROJECTS IS BEING DEVELOPED SHOULD AN EXISTING PROJECT FALL OUT OF SCOPE. IN THIS CASE, THE PIPELINE IS REVIEWED FOR THE BEST POSSIBLE REPLACEMENT(S) PROJECT(S) WHICH ARE THEN PROPOSED TO THE AWARD ALLOCATION COMMITTEE AN INDEPENDENT COMMITTEE OF THE BOARD OF DIRECTORS FOR FINAL DECISION AND APPROVAL. THIS COMMITTEE CONSIDERS ANY ALTERNATE PROJECTS' PERFORMANCE AGAINST THE SET LIST OF CRITERIA, AS WELL AS HOW THE PROJECT FITS INTO THE MACH2 PORTFOLIO OF PROJECTS. MACH2 WILL USE FUNDS FROM THE OCED AND DOE PLUS FUNDRAISING EFFORTS TO FUND THESE ACTIVITIES. MACH2 ESTIMATES THAT THE ORGANIZATION WILL SPEND 10% OF ITS TIME AND 15% OF ITS EXPENSES RELATED TO THESE ACTIVITIES. COMMUNITY BENEFIT PLAN MACH2 COMMUNITY BENEFIT PLAN TEAM WITH ITS HUB PROJECT PARTNERS WILL DEVELOP AND MANAGE THE COMMUNITY BENEFIT PLAN TO ENSURE COMMUNITY ENGAGEMENT AND ENVIRONMENTAL JUSTICE TARGETS ARE MET THROUGHOUT THE LENGTH OF THE PROJECT. THE COMMUNITY BENEFIT PLAN BEGINS WITH AN APPLICATION, THEN NEGOTIATION PERIOD, WHICH IS FOLLOWED BY 4 PHASES OF THE PROJECT. THE 4 PHASES OF THE PLAN INCLUDE: 1) DEVELOPMENT OF THE DETAILED PLAN, 2) PROJECT DEVELOPMENT; 3) INSTALL, INTEGRATE AND CONSTRUCT; AND 4) RAMP-UP AND OPERATE. MACH2 WILL ENGAGE WITH REGIONAL WORKFORCE DEVELOPMENT PARTNERS TO DEVELOP AND DELIVER PROGRAMMING SUCH AS EDUCATION, TRAINING AND APPRENTICESHIPS TO ENSURE TALENT PIPELINE DEVELOPMENT TO MEET WORKFORCE NEEDS OF THE BROADER CLEAN ENERGY INDUSTRY. REGIONAL WORKFORCE DEVELOPMENT PARTNERS INCLUDE UNIVERSITIES AND COMMUNITY COLLEGES, SUCH AS UNIVERSITY OF DELAWARE, ROWAN UNIVERSITY, UNIVERSITY OF PENNSYLVANIA AND CHEYNEY UNIVERSITY, AS WELL AS REGIONAL WORKFORCE DEVELOPMENT BOARDS, UNIONS, SUCH AS AMERICAN FEDERATION OF LABOR AND CONGRESS INDUSTRIAL ORGANIZATIONS, UNION APPRENTICESHIP PROGRAMS ALL THE WAY TO MIDDLE-HIGH SCHOOL CAREER PATHWAY PROGRAMS. CREATING AND GROWING A NEW HYDROGEN ECONOMY REQUIRES SKILLED CONSTRUCTION TRADESPEOPLE, AS WELL AS A TALENT POOL OF WELL-PREPARED CLEAN ENERGY PROFESSIONALS AT ALL LEVELS, FROM PRODUCTION TECHNICIANS TO PROCESS ENGINEERS AND R&D SCIENTISTS. A KEY ELEMENT OF THE MACH2 STRATEGY IS TO LEVERAGE EXISTING PROGRAMS TO SUPPORT CROSS-DISCIPLINARY CAREER PATHWAYS AND DEVELOP NEW TRAINING AND EDUCATION PATHWAYS TO BUILD A DIVERSE PIPELINE OF SKILLED AND ADAPTABLE WORKS TO FUEL THE CLEAN ENERGY INDUSTRY. MACH2 ESTIMATES THAT THE ORGANIZATION WILL SPEND 30% OF ITS TIME AND 33% OF ITS EXPENSES RELATED TO THESE ACTIVITIES. FUNDRAISING AND ADMINISTRATION ACTIVITIES MACH2 WILL HAVE GENERAL ADMINISTRATION ACTIVITIES THAT SUPPORT THE OVERALL PURPOSE OF MACH2, WHICH INCLUDES COMMUNICATIONS WITH EXTERNAL PARTIES. MACH2 WILL HAVE FUNDRAISING ACTIVITIES, INCLUDING DEVELOPMENT OF A MEMBERSHIP PROGRAM TO RAISE DONATIONS TO THE ORGANIZATION. THE PLAN OF THE MEMBERSHIP ORGANIZATION IS TO PROVIDE ACCESS TO WEBINARS, CONFERENCES, AND NETWORKING MEETINGS. THE ACTIVITIES WOULD ALSO BE AVAILABLE TO THE GENERAL PUBLIC FOR A SEPARATE FEE. THE MEMBERSHIP PROGRAM DOES NOT PROVIDE ANY ADDITIONAL BENEFITS TO MEMBERS IN TERMS OF ABILITY TO OBTAIN ANY GRANTS OR FUNDING BY MACH2. MACH2 PLANS TO BUILD A BROADER HYDROGEN ECOSYSTEM AND CATALYZE PARTNERSHIPS BETWEEN EXISTING AND POTENTIAL FUTURE HUB PARTNERS TO ACHIEVE ENVIRONMENTAL IMPACT OBJECTIVES. MACH2 ESTIMATES THAT THE ORGANIZATION WILL SPEND 10% OF ITS TIME AND 5% OF ITS EXPENSES RELATED TO THESE ACTIVITIES. FORM 990, PART VI, SECTION B, LINE 11B THE FORM 990 IS PREPARED BY AN OUTSIDE CPA FIRM AND IS CIRCULATED TO THE BOARD OF DIRECTORS BEFORE TIMELY FILING WITH THE IRS. FORM 990, PART VI, SECTION B, LINE 12C MID ATLANTIC CLEAN HYDROGEN HUB INC HAS A WRITTEN CONFLICT OF INTEREST POLICY WHICH APPLIES TO ALL CONTRACTS OR TRANSACTIONS BETWEEN THE ORGANIZATION AND ITS DIRECTORS, OFFICERS AND MEMBERS OF ANY COMMITTEES. THE PURPOSE OF THE CONFLICTS OF INTEREST POLICY IS TO PROTECT THE ORGANIZATION'S INTERESTS WHEN IT IS CONTEMPLATING ENTERING INTO A CONTRACT OR TRANSACTION THAT MIGHT BENEFIT THE PRIVATE INTEREST OF AN OFFICER OR DIRECTOR OF THE ORGANIZATION. THE CONFLICT OF INTEREST QUESTIONNAIRE WILL BE CIRCULATED ANNUALLY AND COMPLIANCE IS ENFORCED. FORM 990, PART VI, SECTION C, LINE 18 THE ORGANIZATION MAKES THESE DOCUMENTS AVAILABLE UPON REQUEST. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION DOES NOT MAKE ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC. FORM 990, PART VI, LINE 13 & 14: AS A RESULT OF FEDERAL FUNDING, MACH2 IS REQUIRED TO COMPLY WITH THE FEDERAL WHISTLEBLOWER POLICY AND THE FEDERAL DOCUMENT RETENTION AND DESTRUCTION POLICY. FORM 990, PART IX, LINE 11G CONSULTANTS: PROGRAM SERVICE EXPENSES 902,784. MANAGEMENT AND GENERAL EXPENSES 3,042. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 905,826.