Class A Common
stock
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):
December 28, 2020
RMG ACQUISITION CORP.
(Exact Name of Registrant as Specified in its Charter)
|
Delaware |
|
001-38795 |
|
83-2289787 |
|
(State or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(I.R.S. Employer
Identification No.)
|
|
50 West Street,
Suite 40-C
New York,
New York 10006
|
10006 |
| (address of principal executive
offices) |
(zip code) |
(212)
785-2579
(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):
|
x |
Written communications pursuant to Rule
425 under the Securities Act (17 CFR 230.425) |
| |
|
|
¨ |
Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
|
¨ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
| |
|
|
¨ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the
Act:
|
Title of each class |
Trading Symbol(s) |
Name of each exchange on
which registered |
|
Units, each consisting of one share of Class A common stock and one
redeemable warrant |
RMG.UT |
New York Stock Exchange |
|
Class A common stock, par value $0.0001 per share |
RMG |
New York Stock Exchange |
|
Redeemable warrants, exercisable for shares of Class A common stock
at an exercise price of $11.50 per share |
RMG.WT |
New York Stock Exchange |
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 5.07 |
Submission of Matters to a Vote of Security
Holders |
On December 28, 2020, RMG Acquisition Corp. (“RMG”) convened a
special meeting of stockholders (the “Special Meeting”) held in
connection with RMG’s previously announced business combination
with Romeo Systems, Inc. (“Romeo”) and RMG Merger
Sub, Inc. (“Merger Sub”) pursuant to the Agreement and Plan of
Merger, dated as of October 5, 2020 (as amended, the “Merger
Agreement”) and the transactions contemplated thereby. Pursuant to
the terms of the Merger Agreement, a business combination between
RMG and Romeo will be effected through the merger of Merger Sub
with and into Romeo, with Romeo surviving the merger as a wholly
owned subsidiary of RMG. Each proposal voted on at the Special
Meeting is described in detail in RMG’s definitive proxy
statement/consent solicitation statement/prospectus filed with the
U.S. Securities and Exchange Commission on December 10, 2020 and
mailed to stockholders.
As of the close of business on December 1, 2020, the record date
for the Special Meeting, there were an aggregate of 28,750,000
shares of Class A common stock, par value $0.0001 per share,
and Class B common stock, par value $0.0001 per share
(together, the “Common Stock”), outstanding, each of which was
entitled to one vote with respect to each proposal. A total of
16,583,016 shares of Common Stock, representing approximately 57.7%
of the outstanding shares of Common Stock entitled to vote, were
present in person or by proxy, constituting a quorum.
The voting results for the proposals voted on at the Special
Meeting are set forth below:
1. The Business Combination Proposal – To approve and
adopt the Merger Agreement and the transactions contemplated
thereby.
|
For |
|
Against |
|
Abstain |
|
16,567,762 |
|
10,731 |
|
4,523 |
2. The RMG Charter Proposals – To adopt amendments to
RMG’s amended and restated certificate of incorporation currently
in effect in the form attached to the Merger Agreement.
2A:
|
For |
|
Against |
|
Abstain |
|
16,567,084 |
|
9,096 |
|
6,836 |
2B:
|
For |
|
Against |
|
Abstain |
|
16,360,878 |
|
85,548 |
|
135,590 |
2C:
|
For |
|
Against |
|
Abstain |
|
16,471,413 |
|
25,464 |
|
86,139 |
3. The NYSE Proposal – To approve, for purposes of
complying with applicable listing rules of the New York Stock
Exchange (the “NYSE”), the issuance of shares of Class A
common stock pursuant to the Merger Agreement and the issuance of
shares of Class A common stock in a private placement.
|
For |
|
Against |
|
Abstain |
|
16,215,139 |
|
197,449 |
|
170,428 |
4. The Director Election Proposal – To elect nine
directors to serve on the board of directors of the post-business
combination company.
| |
|
FOR |
|
|
WITHHOLD |
|
| Lionel E. Selwood,
Jr. |
|
16,568,417 |
|
|
14,599 |
|
| Lauren Webb |
|
16,567,438 |
|
|
15,578 |
|
| Robert S. Mancini |
|
16,563,622 |
|
|
19,394 |
|
| Philip Kassin |
|
16,565,574 |
|
|
17,442 |
|
| Donald S. Gottwald |
|
16,565,176 |
|
|
17,840 |
|
| Brady Ericson |
|
16,566,193 |
|
|
16,823 |
|
| Susan S. Brennan |
|
16,565,099 |
|
|
17,917 |
|
| Timothy E. Stuart |
|
16,568,305 |
|
|
14,711 |
|
| Paul S. Williams |
|
16,564,237 |
|
|
18,779 |
|
5. The Incentive Plan Proposal – To approve and adopt
the Romeo Power, Inc. 2020 Long-Term Incentive Plan.
|
For |
|
Against |
|
Abstain |
|
16,315,234 |
|
167,772 |
|
100,010 |
Item 7.01 Regulation FD Disclosure.
On December 28, 2020, RMG issued a press release announcing voting
results relating to the Special Meeting. A copy of the press
release is being furnished herewith as Exhibit 99.1.
On December 28, 2020, Lionel E. Selwood, Jr., the Chief Executive
Officer of Romeo, and Robert S. Mancini, the Chief Executive
Officer of RMG, participated in an online interview. A transcript
of the interview is being furnished herewith as Exhibit
99.2.
The information contained in this Current Report on Form 8-K
pursuant to this Item 7.01, including the exhibits attached hereto,
is intended to be furnished and shall not be deemed “filed” for
purposes of Section 18 of the Exchange Act or otherwise
subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act or
the Exchange Act, except as expressly set forth by specific
reference in such filing.
No Offer or Solicitation
This communication shall neither 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 jurisdiction in which the offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such
jurisdiction.
Forward Looking Statements
This Report includes “forward looking statements” within the
meaning of the “safe harbor” provisions of the United States
Private Securities Litigation Reform Act of 1995. When used in this
Report, the words “estimates,” “projected,” “expects,”
“anticipates,” “forecasts,” “plans,” “intends,” “believes,”
“seeks,” “may,” “will,” “should,” “future,” “propose” and
variations of these words or similar expressions (or the negative
versions of such words or expressions) are intended to identify
forward-looking statements. These forward-looking statements are
not guarantees of future performance, conditions or results, and
involve a number of known and unknown risks, uncertainties,
assumptions and other important factors, many of which are outside
RMG’s or Romeo’s management’s control, that could cause actual
results or outcomes to differ materially from those discussed in
the forward-looking statements. Important factors, among others,
that may affect actual results or outcomes include: the inability
to complete the transactions contemplated by the proposed business
combination; the inability to recognize the anticipated benefits of
the proposed business combination, which may be affected by, among
other things, the ability to meet the NYSE’s listing standards
following the consummation of the transactions contemplated by the
proposed business combination; costs related to the proposed
business combination; Romeo’s ability to execute on its plans to
develop and market new products and the timing of these development
programs; Romeo’s estimates of the size of the markets for its
products; the rate and degree of market acceptance of Romeo’s
products; the success of other competing technologies that may
become available; Romeo’s ability to identify and integrate
acquisitions; the performance of Romeo’s products; potential
litigation involving RMG or Romeo; and general economic and market
conditions impacting demand for Romeo’s products. Other factors
include the possibility that the proposed transaction does not
close, including due to the failure of closing conditions. The
foregoing list of factors is not exhaustive. You should carefully
consider the foregoing factors and the other risks and
uncertainties described in the “Risk Factors” section of RMG’s
Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, the
registration statement on Form S-4 and related proxy
statement/consent solicitation statement/prospectus, and other
documents filed by RMG from time to time with the SEC. These
filings identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made.
Readers are cautioned not to put undue reliance on forward-looking
statements, and neither RMG nor Romeo undertake any obligation to
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise, except as
required by law.
|
Item 9.01. |
Financial
Statements and Exhibits. |
(d) Exhibits. The
following exhibits are filed with this Form 8-K:
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.
| |
RMG Acquisition
Corp. |
| |
|
|
| |
|
|
| Date: December 28,
2020 |
By: |
/s/Philip Kassin |
| |
Name: |
Philip Kassin |
| |
Title: |
President, Chief Operating
Officer and Secretary |
