Current Report Filing (8-k)
April 02 2021 - 6:05AM
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE
ACT OF 1934
Date of Report (Date of earliest event
reported): March 30, 2021
Romeo Power, Inc.
(Exact name of registrant as specified in
its charter)
Delaware
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001-38795
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83-2289787
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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4380
Ayers Avenue
Vernon, CA 90058
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90058
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(Address of principal executive offices)
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(Zip Code)
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(833) 467-2237
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
(see General Instruction A.2. below):
¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant
to Section 12(b) of the Act:
Title of each
class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
stock, par value $0.0001 per share
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RMO
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New York Stock Exchange
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Redeemable
warrants, exercisable for shares of common stock at an exercise price of $11.50 per share
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RMO.WT
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New York Stock Exchange
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 2.02.
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Results of Operations and Financial Condition.
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On
March 30, 2021, Romeo Power, Inc. (the “Company”) issued a press release announcing its preliminary results of operations
for the fiscal quarter and year ended December 31, 2020. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated
into this Item 2.02 by reference.
Additionally, on
March 30, 2021, the Company held an earnings conference call open to the public (the "Earnings Call"). Mr. Lionel E.
Selwood, Jr., the Company's Chief Executive Officer, along with Ms. Lauren Webb, the Company's Chief Financial Officer, discussed
the preliminary financial and operating results of the Company for the fiscal quarter and year ended December 31, 2020. The
transcript of the Earnings Call is furnished as Exhibit 99.2 and incorporated herein by reference.
The
information furnished in this Current Report on Form 8-K (including Exhibit 99.1 and Exhibit 99.2) shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to
the liabilities of that Section, nor shall it be deemed to be incorporated by reference into any filing of the Company under the
Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such
filing.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K includes information that may constitute
forward-looking statements. These forward-looking statements are based on the Company's current beliefs, assumptions and expectations
regarding future events, which in turn are based on information currently available to the Company. By their nature, forward-looking statements
address matters that are subject to risks and uncertainties. Forward-looking statements include, without limitation, statements relating
to the Company’s expectations regarding its future financial performance, revenues and capital expenditures, the Company’s expectations
with respect to backlog and demand for its products, the magnitude and timing of future contracts, and the availability and pricing of
battery cells. A variety
of factors could cause actual events and results, as well as the Company's expectations, to differ materially from those expressed in
or contemplated by the forward-looking statements. Risk factors affecting the Company are discussed in detail in the Company's filings
with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise any forward-looking statement,
whether as a result of new information, future events or otherwise, except to the extent required by applicable law.
Item 9.01.
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Financial Statements and Exhibits.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Romeo Power, Inc.
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Date: April 2, 2021
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By:
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/s/ Lauren Webb
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Name:
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Lauren Webb
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Title:
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Chief Financial Officer
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