Current Report Filing (8-k)
December 30 2020 - 6:05AM
Edgar (US Regulatory)
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RMG Acquisition Corp.
0001757932
2020-12-29
2020-12-29
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2020-12-29
2020-12-29
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2020-12-29
2020-12-29
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2020-12-29
2020-12-29
iso4217:USD
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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 29, 2020
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, California 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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(844) 257-8557
(Registrant’s telephone number, including area code)
RMG Acquisition Corp.
50 West Street, Suite 40-C
New York, NY 10006
(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 7.01 Regulation FD Disclosure.
On December 29, 2020, Romeo Systems, Inc.
issued a press release announcing the completion of its previously announced business combination transaction with RMG Acquisition
Corp. The combined company now operates as Romeo Power, Inc. A copy of the press release is being furnished herewith as Exhibit
99.1.
The information contained in this Current
Report on Form 8-K pursuant to this Item 7.01, including the exhibit 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.
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.
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Romeo Power, Inc.
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Date: December 29, 2020
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By:
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/s/ Lionel E. Selwood, Jr.
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Name:
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Lionel E. Selwood, Jr.
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Title:
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President and Chief Executive Officer
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