Notification That Annual Report Will Be Submitted Late (nt 10-k)
March 31 2021 - 5:19PM
Edgar (US Regulatory)
SEC File Number: 001-38795
CUSIP Number: 776153108
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check one):
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x Form 10-K
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¨ Form 20-F
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¨ Form 11-K
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¨ Form 10-Q
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¨ Form 10-D
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¨ Form N-CEN
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¨ Form N-CSR
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For Period Ended:
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December 31, 2020
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¨
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Transition Report on Form 10-K
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¨
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Transition Report on Form 20-F
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¨
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Transition Report on Form 11-K
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¨
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Transition Report on Form 10-Q
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For
the Transition Period Ended:
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Nothing in this form shall be construed to imply
that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing
checked above, identify the Item(s) to which the notification relates:
PART I — REGISTRANT INFORMATION
Romeo Power, Inc.
Full Name of Registrant
Former
Name if Applicable
4380 Ayers Avenue
Address of Principal Executive Office (Street and
Number)
Vernon, California 90058
City, State and Zip Code
PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable
effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
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(a)
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The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
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x
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(b)
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The subject annual report, semiannual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form NCSR, or
portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject
quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on
or before the fifth calendar day following the prescribed due date; and
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(c)
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The accountant’s statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
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PART III — NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K,
10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
Romeo Power, Inc. (the “Company”), is filing
this Notification of Late Filing on Form 12b-25 with respect to its Annual Report on Form 10-K for the year ended December 31, 2020 (the
“Form 10-K”). The Form 10-K could not be filed within the prescribed time period required for smaller reporting companies
without unreasonable effort and expense because additional time is required by the Company’s management to analyze the approprite
accounting treatment for its public and private warrants and to prepare and compile certain financial information to be included in the
Form 10-K. The Company is diligently preparing such financial information for inclusion in the Form 10-K and will file the Form 10-K as
soon as reasonably practicable, which the Company anticipates will not be later than the fifteenth calendar day following the prescribed
due date for the Form 10-K.
PART IV — OTHER INFORMATION
(1)
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Name and telephone number of person to contact in regard to this notification
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Lauren Webb
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(833)
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467-2237
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(Name)
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(Area Code)
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(Telephone Number)
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(2)
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Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of
1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant
was required to file such report(s) been filed? If answer is no, identify report(s).
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x
Yes ¨ No
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(3)
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Is it anticipated that any significant
change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to
be included in the subject report or portion thereof?
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x
Yes ¨ No
If so: attach an explanation of the anticipated change,
both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
Romeo Power Inc. (f/k/a RMG Acquisition Corp.) was originally
incorporated under the name RMG Acquisition Corp. (“RMG”) as a blank check company incorporated in Delaware on October 22,
2018 for the purpose of effecting a merger, capital stock-exchange, asset acquisition, share purchase, reorganization, or similar business
combination.
On October 5, 2020, RMG entered into an Agreement and Plan
of Merger (as amended, the “Merger Agreement”), with RMG Merger Sub, Inc., a Delaware corporation and its wholly owned subsidiary
(“Merger Sub”), and Romeo Systems, Inc., a Delaware corporation (“Legacy Romeo”). On December 29, 2020, pursuant
to the terms of the Merger Agreement, the business combination with Legacy Romeo was effected through the merger of Merger Sub with and
into Legacy Romeo, with Legacy Romeo surviving as the surviving company and as our wholly-owned subsidiary (the “Merger” and,
collectively with the other transactions described in the Merger Agreement, the “Business Combination”). Upon the closing
of the Business Combination, we changed our name to Romeo Power, Inc.
The Business Combination was accounted for as a reverse recapitalization
(the “Recapitalization Transaction”) in accordance with the Financial Accounting Standards Board Accounting Standards Codification
805, Business Combinations. Accordingly, all historical financial information that will be presented in the combined and consolidated
financial statements in the Form 10-K will represent the accounts of Legacy Romeo and its wholly owned subsidiaries “as if”
Legacy Romeo is the predecessor and legal successor. The historical operations of Legacy Romeo are deemed to be those of the Company.
Thus, the financial statements to be included in the Form 10-K will reflect (i) the historical operating results of Legacy Romeo prior
to the Business Combination; (ii) the combined results of RMG and Legacy Romeo following the Business Combination on December 29, 2020;
(iii) the assets and liabilities of Legacy Romeo at their historical cost; and (iv) RMG’s equity structure for all periods presented.
(Name of Registrant as Specified in Charter)
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has caused this notification to be signed
on its behalf by the undersigned hereunto duly authorized.
Date:
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March 31, 2021
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By:
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/s/ Lauren Webb
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Lauren Webb, Chief Financial Officer
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ATTENTION
Intentional misstatements or omissions of fact
constitute Federal Criminal Violations (See 18 U.S.C. 1001).
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