Hypercharge Networks eyes US entry with $4.75m REVS acquisition LOI

Hypercharge Networks Corp., the Vancouver-headquartered electric vehicle (EV) charging operator listed on the TSX Venture Exchange, has signed a non-binding letter of intent to acquire Refuel Electric Vehicle Solutions (REVS), a Texas-based provider of Level 2 charging infrastructure for commercial real estate. The proposed deal values REVS at approximately US$4.75 million on an enterprise basis and would give Hypercharge its first US-based operating platform.

The transaction, if completed, is structured as a mix of cash and shares. Hypercharge would pay US$500,000 in cash at closing, alongside US$3 million worth of common shares priced at a deemed C$0.23 per share and subject to a six-month lock-up. A further US$1.25 million in deferred share consideration is contingent on REVS hitting gross profit milestones of US$850,000, US$1.2 million and US$2 million in each of the three years following closing. The parties have agreed to a 90-day exclusivity window, extended to 30 September 2026, and expect to complete the transaction in the third quarter of 2026, subject to TSXV approval.

To bridge REVS's working capital through the exclusivity period, Hypercharge has agreed an interim loan of up to US$200,000, of which US$150,000 had been advanced as of the announcement date. The loan carries 5% annual interest if the transaction lapses and becomes repayable within six months of any termination.

The deal

REVS operates as a turnkey installer and manager of Level 2 charging points across multifamily housing, condominiums, hospitality and commercial properties in the United States. It offers property owners a no-upfront-capital deployment model, meaning the charging infrastructure is financed and managed by REVS rather than the building owner. Hypercharge describes its acquisition rationale as consolidating "attractively valued" charging operators with recurring revenue and contracted customer bases, a strategy it intends to replicate across North America.

The deal is relatively modest in scale. US$4.75 million is a micro-cap transaction by infrastructure standards, reflecting both REVS's early stage and the current valuation environment for EV charging businesses. The deferred consideration structure, with its gross profit floors and a share-price ceiling of C$0.50, limits dilution for existing Hypercharge shareholders while aligning REVS management with revenue growth targets.

Market context

The EV charging sector in North America is consolidating after a period of over-capitalisation. Several well-funded public operators that expanded aggressively during 2021 to 2023 have since seen valuations compress sharply as utilisation rates failed to meet projections and installation costs remained elevated. Against that backdrop, smaller regional operators with contracted commercial real estate portfolios have emerged as acquisition targets for platforms seeking to build density without the capital intensity of greenfield deployment.

Hypercharge's focus on Level 2 charging for managed properties, rather than public DC fast-charging corridors, positions it in a segment that depends less on government grant programmes and more on long-term property management contracts. That model carries lower headline growth but more predictable recurring cash flow, which is relevant for a company of Hypercharge's current scale.

The broader US market backdrop includes the federal National Electric Vehicle Infrastructure programme and state-level incentives that continue to fund public charging build-out, though the commercial real estate segment REVS serves is more insulated from those policy cycles. The durability of the US Inflation Reduction Act's EV and charging tax credits remains a watched variable across the sector.

Hypercharge said the proposed acquisition will not trigger a change of control and will result in approximately 18.1 million new shares at closing, with up to 7.6 million additional shares if REVS meets its deferred performance targets. No finder's fee is payable. The company's board has not yet formally approved the transaction.