Statement of Ownership (sc 13g)
February 11 2021 - 4:10PM
Edgar (US Regulatory)
United States
Securities and Exchange Commission
Washington,
D.C. 20549
Schedule 13G
(Rule 13d-102)
Information to be Included in Statements
Filed Pursuant
to § 240.13d-1(b), (c) and (d) and
Amendments Thereto Filed
Pursuant to § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF
1934
(Amendment No. )*
Romeo Power, Inc.
(Name of Issuer)
Common stock, par value $0.0001 per share
(Title of Class of Securities)
776153108
(CUSIP Number)
December 31, 2020
(Date of Event Which Requires Filing of
this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
¨
Rule 13d-1(b)
¨
Rule 13d-1(c)
x
Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
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CUSIP No. 776153108
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Schedule 13G
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Page 1 of 10
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1
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Names of Reporting Persons
RMG Sponsor, LLC
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2
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Check the Appropriate Box if a Member of a Group
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(a)
¨
(b) ¨
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3
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SEC Use Only
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4
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Citizenship or Place of Organization
Delaware
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Number of Shares
Beneficially Owned by
Each Reporting Person
With
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5
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Sole
Voting Power
0
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6
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Shared Voting Power
8,941,667
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
8,941,667
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
8,941,667
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable
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11
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Percent of Class Represented by Amount in Row 9
6.8%
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12
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Type of Reporting Person
OO (Limited Liability Company)
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CUSIP No. 776153108
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Schedule 13G
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Page 2 of 10
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1
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Names of Reporting Persons
MKC Investments LLC
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2
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Check the Appropriate Box if a Member of a Group
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(a)
¨
(b) ¨
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3
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SEC Use Only
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4
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Citizenship or Place of Organization
Delaware
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Number of Shares
Beneficially Owned by
Each Reporting Person
With
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5
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Sole
Voting Power
0
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6
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Shared Voting Power
8,941,667
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
8,941,667
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
8,941,667
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable
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11
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Percent of Class Represented by Amount in Row 9
6.8%
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12
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Type of Reporting Person
OO (Limited Liability Company)
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CUSIP No. 776153108
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Schedule 13G
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Page 3 of 10
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1
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Names of Reporting Persons
David James Carpenter
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2
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Check the Appropriate Box if a Member of a Group
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(a)
¨
(b) ¨
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3
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SEC Use Only
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4
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Citizenship or Place of Organization
United States
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Number of Shares
Beneficially Owned by
Each Reporting Person
With
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5
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Sole
Voting Power
0
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6
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Shared Voting Power
8,941,667
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
8,941,667
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
8,941,667
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable
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11
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Percent of Class Represented by Amount in Row 9
6.8%
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12
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Type of Reporting Person
IN
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CUSIP No. 776153108
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Schedule 13G
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Page 4
of 10
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1
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Names of Reporting Persons
Philip Kassin
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2
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Check the Appropriate Box if a Member of a Group
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(a)
¨
(b) ¨
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3
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SEC Use Only
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4
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Citizenship or Place of Organization
United States
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Number of Shares
Beneficially Owned by
Each Reporting Person
With
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5
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Sole
Voting Power
163,058
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6
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Shared Voting Power
8,941,667
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7
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Sole Dispositive Power
163,058
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8
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Shared Dispositive Power
8,941,667
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
9,104,725
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable
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11
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Percent of Class Represented by Amount in Row 9
7.0%
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12
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Type of Reporting Person
IN
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CUSIP No. 776153108
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Schedule 13G
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Page 5 of 10
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1
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Names of Reporting Persons
Robert S. Mancini
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2
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Check the Appropriate Box if a Member of a Group
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(a)
¨
(b) ¨
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3
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SEC Use Only
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4
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Citizenship or Place of Organization
United States
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Number of Shares
Beneficially Owned by
Each Reporting Person
With
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5
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Sole
Voting Power
0
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6
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Shared Voting Power
8,941,667
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
8,941,667
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
8,941,667
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable
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11
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Percent of Class Represented by Amount in Row 9
6.8%
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12
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Type of Reporting Person
IN
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CUSIP No. 776153108
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Schedule 13G
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Page 6 of 10
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ITEM 1.
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(a)
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Name of Issuer:
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Romeo Power, Inc. (the “Issuer”).
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(b)
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Address of Issuer’s Principal Executive Offices:
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4380 Ayers Avenue, Vernon, California 90058.
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ITEM 2.
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(a)
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Name of Person Filing:
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Each
of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting
Persons.” This statement is filed on behalf of:
RMG Sponsor, LLC;
MKC Investments LLC;
David James Carpenter;
Philip Kassin; and
Robert S. Mancini.
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(b)
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Address or Principal Business Office:
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The
principal business address of the Reporting Persons is C/O RMG Sponsor, LLC, 50 West Street, Suite 40-C, New York, New York, 10006.
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(c)
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Citizenship of each Reporting Person is:
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Each of RMG Sponsor, LLC and MKC
Investments LLC are organized under the laws of the state of Delaware. Each of the other Reporting Persons are citizens of the
United States.
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(d)
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Title of Class of Securities:
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Common stock, par value $0.0001
per share (“Common Stock”).
776153108
ITEM
3.
Not applicable.
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CUSIP No. 776153108
|
Schedule 13G
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Page 7 of 10
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(a-c)
The following sets forth, as
of the date of this Schedule 13G, the aggregate number and percentage of Common Stock beneficially owned by the Reporting Persons,
as well as the number of Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared
power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct
the disposition of, as of the date hereof, based on 126,787,151 shares of Common Stock outstanding as of December 29, 2020 based
on the current report on Form 8-K filed with the Securities and Exchange Commission on January 5, 2021.
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Reporting Person
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Amount
beneficially
owned
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Percent
of class:
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Sole
power
to vote
or to
direct
the vote:
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Shared
power to
vote or to
direct the
vote:
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Sole
power to
dispose or
to direct
the
disposition
of:
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Shared
power to
dispose or
to direct
the
disposition
of:
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RMG Sponsor, LLC
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8,941,667
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6.8
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%
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0
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8,941,667
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0
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8,941,667
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MKC Investments LLC
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8,941,667
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6.8
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%
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0
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8,941,667
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0
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8,941,667
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David James Carpenter
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8,941,667
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6.8
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%
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0
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8,941,667
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0
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8,941,667
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Philip Kassin
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9,104,725
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7.0
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%
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163,058
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8,941,667
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163,058
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8,941,667
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Robert S. Mancini
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8,941,667
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6.8
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%
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0
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8,941,667
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0
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8,941,667
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RMG Sponsor, LLC is the record
holder of 5,175,000 shares of Common Stock and may be deemed the beneficial owner of 3,766,667 shares of Common Stock issuable
upon exercise of warrants to purchase Common Stock held of record by RMG Sponsor, LLC. In addition, Mr. Kassin may be deemed the
beneficial owner of 163,058 shares of Common Stock issuable upon the exercise of warrants to purchase Common Stock held of record
by Mr. Kassin.
MKC Investments LLC is the sole
managing member of RMG Sponsor, LLC, and Messrs. Carpenter, Mancini and Kassin are the managing members of MKC Investments LLC.
As a result, each of MKC Investments LLC, and Messrs. Carpenter, Mancini, and Kassin may be deemed to share beneficial ownership
of the securities beneficially owned by RMG Sponsor, LLC.
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ITEM 5.
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Ownership of Five Percent or Less of a Class.
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Not applicable.
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ITEM 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not applicable.
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ITEM 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
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Not applicable.
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CUSIP No. 776153108
|
Schedule 13G
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Page 8 of 10
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ITEM 8.
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Identification and Classification of Members of the Group.
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Not applicable.
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ITEM 9.
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Notice of Dissolution of Group.
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Not applicable.
Not applicable.
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CUSIP No. 776153108
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Schedule 13G
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Page 9 of 10
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SIGNATURE
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February
11, 2021
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RMG Sponsor, LLC
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By: MKC Investments LLC, its sole managing member
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By:
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/s/ Philip Kassin
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Name:
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Philip Kassin
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Title:
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President and Chief Operating Officer
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MKC Investments LLC
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By:
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/s/ Philip Kassin
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Name:
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Philip Kassin
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Title:
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President and Chief Operating Officer
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David James Carpenter
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/s/ David James Carpenter
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Philip Kassin
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/s/ Philip Kassin
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Robert S. Mancini
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/s/ Robert S. Mancini
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CUSIP No. 776153108
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Schedule 13G
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Page 10 of 10
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LIST OF EXHIBITS
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