Current Report Filing (8-k)
February 16 2021 - 5:32PM
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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): February 16, 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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(844) 257-8557
(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.
On
February 16, 2021, Romeo Power, Inc. (the “Company”) issued a press release announcing the redemption of all of the
outstanding public warrants to purchase shares of its common stock, $0.0001 par value per share, that were issued under the Warrant
Agreement, dated February 7, 2019, by and between the Company (formerly known as RMG Acquisition Corp.) and American Stock Transfer
& Trust Company, LLC, as warrant agent, as part of the units sold in the initial public offering of RMG Acquisition Corp. A
copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
A
copy of the Notice of Redemption delivered by the Company is filed as Exhibit 99.2 hereto and is incorporated herein by reference.
None
of this Current Report on Form 8-K, the press release attached hereto as Exhibit 99.1 or the Notice of Redemption attached hereto
as Exhibit 99.2 shall constitute an offer to sell or the solicitation of an offer to buy any of the Company’s securities,
and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would
be unlawful.
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: February 16, 2021
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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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