الإحصائيات الأساسية
| CIK | 1838108 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to RMG Acquisition Corp III - Units (1 Ord Share Class A & 1/5 War)
SEC Filings (Chronological Order)
توفر هذه الصفحة قائمة كاملة ومرتبة ترتيبًا زمنيًا لتصريحات هيئة الأوراق المالية والبورصات، باستثناء تصريحات الملكية التي نقدمها في مكان آخر.
| July 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40013 RMG ACQUISITION CORP. III (Exact name of registrant as specified i |
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| July 9, 2025 |
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): July 9, 2025 RMG ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Cayman Islands 001-40013 98-1574120 (State or other jurisdiction of incorporation) (Commi |
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| July 9, 2025 |
RMG Acquisition Corp. III Announces Liquidation Exhibit 99.1 RMG Acquisition Corp. III Announces Liquidation New York, NY – July 9, 2025 - RMG Acquisition Corp. III (the “Company”) today announced that, because the Company will not consummate an initial business combination within the time period required by its Fifth Amended and Restated Memorandum and Articles of Association, the Company intends to redeem all of the outstanding shares of Clas |
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| November 14, 2024 |
RMGC / RMG Acquisition Corp. III / Walleye Capital LLC Passive Investment SC 13G/A 1 sc13gano1rmgcf.htm SC 13G/A 1 ef20035629sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* RMG Acquisition Corp. III (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G76088106 (CUSIP Number) September 30, 2024 (Date of Event |
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| October 18, 2024 |
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): October 17, 2024 (October 15, 2024) RMG ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Cayman Islands 001-40013 98-1574120 (State or other jurisdiction o |
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| October 18, 2024 |
Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES FIFTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF RMG ACQUISITION CORP. III (ADOPTED BY SPECIAL RESOLUTION DATED EFFECTIVE ON 15 OCTOBER 2024) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES FIFTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF RMG ACQUISIT |
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| October 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| October 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission |
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| September 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission |
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| June 28, 2024 |
Delisting Determination, The Nasdaq Stock Market, LLC, June 28, 2024, RMG Acquisition Corp. |
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| May 29, 2024 |
May 29, 2024 Via EDGAR Transmission United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| May 9, 2024 |
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): May 9, 2024 (May 3, 2024) RMG ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Cayman Islands 001-40013 98-1574120 (State or other jurisdiction of incorpor |
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| April 22, 2024 |
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): April 22, 2024 RMG ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Cayman Islands 001-40013 98-1574120 (State or other jurisdiction of incorporation) (Com |
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| April 22, 2024 |
RMG Acquisition Corp. III Announces Delisting from Nasdaq Exhibit 99.1 RMG Acquisition Corp. III Announces Delisting from Nasdaq New York, NY - April 22, 2024 - RMG Acquisition Corp. III (the “Company”) issued a press release on April 19, 2024 announcing that the Company was in the process of appealing the previously-reported delisting determination and that the Company expected its securities would remain listed on The Nasdaq Capital Market during the a |
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| April 19, 2024 |
RMG Acquisition Corp. III Announces Cancellation of Dissolution Exhibit 99.1 RMG Acquisition Corp. III Announces Cancellation of Dissolution New York, NY - April 19, 2024 - RMG Acquisition Corp. III (the “Company”) issued a press release on April 8, 2024 (the “Prior Announcement”) announcing that the Company would not consummate an initial business combination by the date required by its Fourth Amended and Restated Memorandum and Articles of Association (the “ |
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| April 19, 2024 |
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): April 19, 2024 RMG ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Cayman Islands 001-40013 98-1574120 (State or other jurisdiction of incorporation) (Com |
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| April 9, 2024 |
RMG Acquisition Corp. III Announces Liquidation Exhibit 99.1 RMG Acquisition Corp. III Announces Liquidation New York, NY - April 8, 2024 - RMG Acquisition Corp. III (the “Company”) today announced that, because the Company will not consummate an initial business combination within the time period required by its Fourth Amended and Restated Memorandum and Articles of Association, the Company intends to dissolve and liquidate, effective as of th |
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| April 9, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): April 8, 2024 RMG ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Cayman Islands 001-40013 98-1574120 (State or other jurisdiction of incorporation) (Comm |
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| April 4, 2024 |
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): April 4, 2024 (April 1, 2024) RMG ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Cayman Islands 001-40013 98-1574120 (State or other jurisdiction of inco |
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| April 4, 2024 |
Termination of a Material Definitive Agreement 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): April 4, 2024 (April 1, 2024) RMG ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Cayman Islands 001-40013 98-1574120 (State or other jurisdiction of inco |
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| February 14, 2024 |
SC 13G 1 ef20020237sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* RMG Acquisition Corp. III (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G76088106 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statem |
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| February 14, 2024 |
RMG ACQUISITION CORP III -A SPECIAL PURPOSE ACQUISITION COMPANIES / PROPPER KERRY Passive Investment SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* RMG Acquisition Corp. III (Name of Issuer) Class A Ordinary Shares, par value $0.0001 (Title of Class of Securities) G76088106 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the ap |
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| February 14, 2024 |
SC 13G 1 meteorarmgc123123.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. )* RMG Acquisition Corp. II (Name of Issuer) Class A Ordinary Shares included as part of the units (Title of Class of Securities) G76088106 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) |
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| February 12, 2024 |
SC 13G/A 1 formrmgacquisitionsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 (Amendment No. 2) RMG Acquisition Corp. III (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G76088106 (CUSIP Number) December 31, 2023 (Date of Event Which Requires |
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| February 9, 2024 |
Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES FOURTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF RMG ACQUISITION CORP. III (ADOPTED BY SPECIAL RESOLUTION DATED EFFECTIVE ON 7 FEBRUARY 2024) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES FOURTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF RMG |
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| February 9, 2024 |
Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES FOURTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF RMG ACQUISITION CORP. III (ADOPTED BY SPECIAL RESOLUTION DATED EFFECTIVE ON 7 FEBRUARY 2024) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES FOURTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF RMG |
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| February 9, 2024 |
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 9, 2024 (February 5, 2024) RMG ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Cayman Islands 001-40013 98-1574120 (State or other jurisdiction o |
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| February 9, 2024 |
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 9, 2024 (February 5, 2024) RMG ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Cayman Islands 001-40013 98-1574120 (State or other jurisdiction o |
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| January 31, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, |
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| January 18, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, f |
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| December 27, 2023 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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 27, 2023 (December 20, 2023) RMG ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Cayman Islands 001-40013 98-1574120 (State or other jurisdiction |
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| December 18, 2023 |
Consent to be Named as a Director Exhibit 99.5 Consent to be Named as a Director In connection with the filing by RMG Acquisition Corp. III of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendments and s |
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| December 18, 2023 |
As filed with the Securities and Exchange Commission on December 18, 2023 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on December 18, 2023 Registration No. |
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| December 18, 2023 |
Exhibit 10.22 CERTAIN INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO REGULATION S-K, ITEM 601(B)(10) BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. IN ADDITION, CERTAIN PERSONALLY IDENTIFIABLE INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO ITEM 601(A)(6) OF REGULATION S-K. [***] INDICATES THAT INFORMATION HAS |
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| December 18, 2023 |
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 18, 2023 (December 15, 2023) RMG ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Cayman Islands 001-40013 98-1574120 (State or other jurisdiction |
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| December 18, 2023 |
Consent to be Named as a Director Exhibit 99.8 Consent to be Named as a Director In connection with the filing by RMG Acquisition Corp. III of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendments and s |
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| December 18, 2023 |
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 18, 2023 (December 15, 2023) RMG ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Cayman Islands 001-40013 98-1574120 (State or other jurisdiction |
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| December 18, 2023 |
Consent to be Named as a Director Exhibit 99.1 Consent to be Named as a Director In connection with the filing by RMG Acquisition Corp. III of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendments and s |
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| December 18, 2023 |
SUBSIDIARIES OF H2B2 ELECTROLYSIS TECHNOLOGIES, INC. Exhibit 21.1 SUBSIDIARIES OF H2B2 ELECTROLYSIS TECHNOLOGIES, INC. Name of Subsidiary Jurisdiction of Organization H2B2 Electrolysis Technologies, S.L.U. Spain H2B2 Corp, S.L.U. Spain H2B2 O&M, S.L.U. Spain Green H2, LLC USA SoHyCal LLC USA H2B2 QOF, LLC USA H2B2 USA, LLC USA H2B2 Electrolysis Technologies UK, Ltd England and Wales Flitecho, S.L. Uruguay GreenH Electrolysis Private Ltd India H2V2 M |
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| December 18, 2023 |
Consent to be Named as a Director Exhibit 99.4 Consent to be Named as a Director In connection with the filing by RMG Acquisition Corp. III of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendments and s |
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| December 18, 2023 |
AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER Exhibit 2.1 AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER THIS AMENDMENT NO. 1, dated as of December 15, 2023 (this “Amendment”), to the Agreement and Plan of Merger, dated as of May 9, 2023 (the “Merger Agreement”), by and between RMG Acquisition Corp. III, a Cayman Islands exempted company limited by shares (which shall de-register as an exempted company incorporated in the Cayman Islands |
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| December 18, 2023 |
Consent to be Named as a Director Exhibit 99.2 Consent to be Named as a Director In connection with the filing by RMG Acquisition Corp. III of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendments and s |
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| December 18, 2023 |
Exhibit 10.28 CERTAIN INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO REGULATION S-K, ITEM 601(B)(10) BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. IN ADDITION, CERTAIN PERSONALLY IDENTIFIABLE INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO ITEM 601(A)(6) OF REGULATION S-K. [***] INDICATES THAT INFORMATION HAS |
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| December 18, 2023 |
Consent to be Named as a Director Exhibit 99.7 Consent to be Named as a Director In connection with the filing by RMG Acquisition Corp. III of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendments and s |
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| December 18, 2023 |
Consent to be Named as a Director Exhibit 99.3 Consent to be Named as a Director In connection with the filing by RMG Acquisition Corp. III of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendments and s |
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| December 18, 2023 |
AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER Exhibit 2.1 AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER THIS AMENDMENT NO. 1, dated as of December 15, 2023 (this “Amendment”), to the Agreement and Plan of Merger, dated as of May 9, 2023 (the “Merger Agreement”), by and between RMG Acquisition Corp. III, a Cayman Islands exempted company limited by shares (which shall de-register as an exempted company incorporated in the Cayman Islands |
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| December 18, 2023 |
Consent to be Named as a Director Exhibit 99.6 Consent to be Named as a Director In connection with the filing by RMG Acquisition Corp. III of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendments and s |
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| December 14, 2023 |
Filed by RMG Acquisition Corp. III pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: H2B2 Electrolysis Technologies, Inc. Date: December 14, 2023 The Port Authority of Seville initiates the processing of the concession for a hydrogen electrolyzer manufacturing facility H2B2 has applied for the o |
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| December 12, 2023 |
Filed by RMG Acquisition Corp. III pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: H2B2 Electrolysis Technologies, Inc. Date: December 12, 2023 GreenH Electrolysis entered into a contract to build a Hydrogen production and Refueling station to power India’s first Hydrogen train. • Signed an EP |
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| December 7, 2023 |
Transcript of Plug Symposium Session: Plug's Electrolyzer Offering Value Proposition Filed by RMG Acquisition Corp. III pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: H2B2 Electrolysis Technologies, Inc. Date: October 11, 2023 Transcript of Plug Symposium Session: Plug's Electrolyzer Offering Value Proposition SANJAY SHRESTHA: Good afternoon again. So, this session actually i |
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| November 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to RMG ACQUISITION CORP. III (Exact name o |
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| November 14, 2023 |
As filed with the Securities and Exchange Commission on November 13, 2023 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on November 13, 2023 Registration No. |
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| November 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form. |
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| November 7, 2023 |
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): November 7, 2023 (November 1, 2023) RMG ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Cayman Islands 001-40013 98-1574120 (State or other jurisdiction o |
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| November 3, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): November 3, 2023 RMG ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Cayman Islands 001-40013 98-1574120 (State or other jurisdiction of incorporation) (C |
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| November 3, 2023 |
Exhibit 99.1 November 2023 H2B2 Electrolysis Technologies Investor Presentation Disclaimer This presentation has been prepared for use by H2B2 Electrolysis Technologies, Inc. (together with its subsidiaries and affiliates, the “Company”) and RMG Acquisition Corp. III (“RMG III”) in connection with their proposed business combination (the “Business Combination”). This presentation is intended to pr |
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| November 3, 2023 |
Exhibit 99.1 November 2023 H2B2 Electrolysis Technologies Investor Presentation Disclaimer This presentation has been prepared for use by H2B2 Electrolysis Technologies, Inc. (together with its subsidiaries and affiliates, the “Company”) and RMG Acquisition Corp. III (“RMG III”) in connection with their proposed business combination (the “Business Combination”). This presentation is intended to pr |
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| November 3, 2023 |
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): November 3, 2023 RMG ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Cayman Islands 001-40013 98-1574120 (State or other jurisdiction of incorporation) (C |
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| August 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to RMG ACQUISITION CORP. III (Exact name of reg |
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| August 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form. |
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| August 14, 2023 |
Exhibit 10.11 IN ACCORDANCE WITH ITEM 601(A)(6) OF REGULATION S-K, CERTAIN INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT CONTAINS PERSONALLY IDENTIFIABLE INFORMATION. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. H2B2 ELECTROLYSIS TECHNOLOGIES, INC. COMMON STOCK OPTION AGREEMENT H2B2 ELECTROLYSIS TECHNOLOGIES, INC. COMMON STOCK OPTION AGREEMENT This Common Stock Option Agreement |
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| August 14, 2023 |
Exhibit 10.26 IN ACCORDANCE WITH ITEM 601(A)(6) OF REGULATION S-K, CERTAIN INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT CONTAINS PERSONALLY IDENTIFIABLE INFORMATION. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. ****SIMPLE COPY**** ÍÑIGO CASLA URIARTE Notary Paseo de la Castellana, No. 139 - 6°- Derecha Tel. 91 579 00 84 Fax. 91 570 47 50 28046 MADRID PUBLIC DEED OF SALE AND PUR |
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| August 14, 2023 |
Exhibit 2.2 PLAN OF DOMESTICATION This PLAN OF DOMESTICATION (the “Plan of Domestication”) is made on , , and sets forth the terms pursuant to which RMG Acquisition Corp. III, a Cayman Islands exempted company limited by shares (“RMG”), shall de-register as an exempted company incorporated in the Cayman Islands by way of continuation to the State of Delaware and effect a domestication and become a |
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| August 14, 2023 |
Exhibit 10.16 IN ACCORDANCE WITH ITEM 601(A)(6) OF REGULATION S-K, CERTAIN INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT CONTAINS PERSONALLY IDENTIFIABLE INFORMATION. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. H2B2 ELECTROLYSIS TECHNOLOGIES, INC. COMMON STOCK OPTION AGREEMENT H2B2 ELECTROLYSIS TECHNOLOGIES, INC. COMMON STOCK OPTION AGREEMENT This Common Stock Option Agreement |
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| August 14, 2023 |
Exhibit 10.13 IN ACCORDANCE WITH ITEM 601(A)(6) OF REGULATION S-K, CERTAIN INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT CONTAINS PERSONALLY IDENTIFIABLE INFORMATION. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. H2B2 Electrolysis Technologies Inc. 9 May 2023 Anselmo Andrade Fernández de Mesa [***] Dear Anselmo: This letter agreement (“Agreement”) will confirm and formalize our a |
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| August 14, 2023 |
H2B2 Electrolysis Technologies Inc. Exhibit 10.21 Execution version H2B2 Electrolysis Technologies Inc. December 15, 2022 Mr. Antonio Vázquez Romero Re: Service as Non-Executive Chairman of the Board Dear Mr. Antonio Vázquez Romero: This letter agreement (the “Agreement”) sets forth certain terms and conditions of your service as a member (“Director”) of the Board of Directors (the “Board”) of H2B2 Electrolysis Technologies Inc. (th |
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| August 14, 2023 |
Exhibit 10.10 IN ACCORDANCE WITH ITEM 601(A)(6) OF REGULATION S-K, CERTAIN INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT CONTAINS PERSONALLY IDENTIFIABLE INFORMATION. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. INDEFINITE EMPLOYMENT CONTRACT COMPANY DATA CIF/NIF/NIE [***] Mrs. ARESTI ESCRIVA DE ROMANI, NIF/NIE [***] AS (1) DIRECTOR COMPANY NAME H2B2 ELECTROLYSIS TECHNOLOGIES, S |
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| August 14, 2023 |
Exhibit 10.25 SUPPLY AGREEMENT This Supply Agreement (the "Agreement") is entered into this 19th day of June, 2020 (the "Effective Date") by and among Giner ELX, Inc., a Delaware corporation ("Giner") and H2B2 Electrolysis Technologies, Inc., a Delaware corporation ("H2B2")(Giner and H282 may each be referred to as a "party" and collectively as the "parties" Background: Giner manufactures and sell |
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| August 14, 2023 |
Exhibit 10.23 CERTAIN INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO REGULATION S-K, ITEM 601(B)(10) BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. IN ADDITION, CERTAIN PERSONALLY IDENTIFIABLE INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO ITEM 601(A)(6) OF REGULATION S-K. [***] INDICATES THAT INFORMATION HAS |
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| August 14, 2023 |
Exhibit 10.17 IN ACCORDANCE WITH ITEM 601(A)(6) OF REGULATION S-K, CERTAIN INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT CONTAINS PERSONALLY IDENTIFIABLE INFORMATION. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. INDEFINITE EMPLOYMENT CONTRACT COMPANY DATA CIF/NIF/NIE [***] Mrs. ARESTI ESCRIVA DE ROMANI, NIF/NIE [***] AS (1) DIRECTOR COMPANY NAME H2B2 ELECTROLYSIS TECHNOLOGIES, S |
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| August 14, 2023 |
Exhibit 10.12 IN ACCORDANCE WITH ITEM 601(A)(6) OF REGULATION S-K, CERTAIN INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT CONTAINS PERSONALLY IDENTIFIABLE INFORMATION. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. Amendment of the contract to establish the stipulations arising from the status of shareholder in the company H2B2 Electrolysis Technologies, Inc. In Dos Hermanas, on 1 |
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| August 14, 2023 |
Exhibit 4.6 CERTIFICATE OF DOMESTICATION DOMESTICATING RMG ACQUISITION CORP. III AS RMG ACQUISITION CORP. III, INC. Pursuant to Sections 103 and 388 of the General Corporation Law of the State of Delaware RMG Acquisition Corp. III, a Cayman Islands exempted company limited by shares (the “Corporation”), does hereby certify to the following facts relating to the domestication of the Corporation fro |
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| August 14, 2023 |
Exhibit 10.20 IN ACCORDANCE WITH ITEM 601(A)(6) OF REGULATION S-K, CERTAIN INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT CONTAINS PERSONALLY IDENTIFIABLE INFORMATION. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. H2B2 ELECTROLYSIS TECHNOLOGIES, INC. COMMON STOCK OPTION AGREEMENT H2B2 ELECTROLYSIS TECHNOLOGIES, INC. COMMON STOCK OPTION AGREEMENT This Common Stock Option Agreement |
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| August 14, 2023 |
Exhibit 10.27 IN ACCORDANCE WITH ITEM 601(A)(6) OF REGULATION S-K, CERTAIN INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT CONTAINS PERSONALLY IDENTIFIABLE INFORMATION. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. DEED RAISING TO PUBLIC STATUS THE “LOAN AGREEMENT” - NUMBER ONE THOUSAND FOUR HUNDRED AND EIGHTY-THREE (1,483) In Madrid, on May thirtieth, two thousand and twenty-three |
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| August 14, 2023 |
Exhibit 10.14 IN ACCORDANCE WITH ITEM 601(A)(6) OF REGULATION S-K, CERTAIN INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT CONTAINS PERSONALLY IDENTIFIABLE INFORMATION. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. SERVICE AGREEMENT AS SOLE DIRECTOR In Madrid, on 9 May 2023 THE PARTIES (1) H2B2 Corp, S.L., a limited liability company incorporated, with registered office at [***], a |
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| August 14, 2023 |
Exhibit 10.22 CERTAIN INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO REGULATION S-K, ITEM 601(B)(10) BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. IN ADDITION, CERTAIN PERSONALLY IDENTIFIABLE INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO ITEM 601(A)(6) OF REGULATION S-K. [***] INDICATES THAT INFORMATION HAS |
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| August 14, 2023 |
Exhibit 10.18 IN ACCORDANCE WITH ITEM 601(A)(6) OF REGULATION S-K, CERTAIN INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT CONTAINS PERSONALLY IDENTIFIABLE INFORMATION. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. 7 January 2023 SERVICE AGREEMENT BETWEEN H2B2 ELECTROLYSIS TECHNOLOGIES, S.L. AND MR. FELIPE BENJUMEA LLORENTE TABLE OF CONTENTS Clause Page 1. OBJECT AND NATURE 2 2. PR |
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| August 14, 2023 |
Exhibit 10.15 IN ACCORDANCE WITH ITEM 601(A)(6) OF REGULATION S-K, CERTAIN INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT CONTAINS PERSONALLY IDENTIFIABLE INFORMATION. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. INDEFINITE EMPLOYMENT CONTRACT COMPANY DATA CIF/NIF/NIE [***] D./Ms. BREY SANCHEZ, JOSE JAVIER NIF/NIE [***] AS (1) DIRECTOR COMPANY NAME OR COMPANY NAME H2B2 ELECTROLYS |
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| August 14, 2023 |
As filed with the Securities and Exchange Commission on August 14, 2023 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on August 14, 2023 Registration No. |
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| August 14, 2023 |
Exhibit 10.24 CERTAIN INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO REGULATION S-K, ITEM 601(B)(10) BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. IN ADDITION, CERTAIN PERSONALLY IDENTIFIABLE INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO ITEM 601(A)(6) OF REGULATION S-K. [***] INDICATES THAT INFORMATION HAS |
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| August 14, 2023 |
Exhibit 10.19 IN ACCORDANCE WITH ITEM 601(A)(6) OF REGULATION S-K, CERTAIN INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT CONTAINS PERSONALLY IDENTIFIABLE INFORMATION. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. INDEFINITE EMPLOYMENT CONTRACT COMPANY DATA CIF/NIF/NIE [***] Mrs. ARESTI ESCRIVA DE ROMANI, NIF/NIE [***] AS (1) DIRECTOR COMPANY NAME H2B2 ELECTROLYSIS TECHNOLOGIES, S |
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| August 7, 2023 |
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): August 4, 2023 (August 4, 2023) RMG ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Cayman Islands 001-40013 98-1574120 (State or other jurisdiction of in |
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| August 7, 2023 |
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): August 4, 2023 (August 4, 2023) RMG ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Cayman Islands 001-40013 98-1574120 (State or other jurisdiction of in |
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| August 7, 2023 |
Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES THIRD AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF RMG ACQUISITION CORP. III (ADOPTED BY SPECIAL RESOLUTION DATED AUGUST 4, 2023 AND EFFECTIVE ON AUGUST 4, 2023) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES THIRD AMENDED AND RESTATED MEMORANDUM OF A |
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| August 7, 2023 |
Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES THIRD AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF RMG ACQUISITION CORP. III (ADOPTED BY SPECIAL RESOLUTION DATED AUGUST 4, 2023 AND EFFECTIVE ON AUGUST 4, 2023) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES THIRD AMENDED AND RESTATED MEMORANDUM OF A |
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| July 27, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, fo |
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| July 21, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ |
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| July 20, 2023 |
811 Main Street, Suite 3700 Houston, TX 77002 Tel: +1.713.546.5400 Fax: +1.713.546.5401 www.lw.com FIRM / AFFILIATE OFFICES Austin Milan Beijing Munich Boston New York Brussels Orange County Century City Paris July 20, 2023 Chicago Riyadh Dubai San Diego Düsseldorf San Francisco Frankfurt Seoul Hamburg Shanghai Hong Kong Silicon Valley Houston Singapore London Tel Aviv Los Angeles Tokyo Madrid Was |
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| July 14, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for |
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| July 6, 2023 |
As filed with the Securities and Exchange Commission on July 6, 2023 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on July 6, 2023 Registration No. |
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| July 6, 2023 |
Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-4 (Form Type) RMG ACQUISITION CORP. |
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| June 26, 2023 |
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): June 26, 2023 (June 20, 2023) RMG ACQUISITION CORP. III (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-40013 98-1574120 (State or Other Jurisdiction of Incorpor |
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| June 26, 2023 |
false0001838108NASDAQNASDAQNASDAQ00018381082023-06-202023-06-200001838108rmgc:ClassAOrdinarySharesIncludedAsPartOfTheUnitsMember2023-06-202023-06-200001838108us-gaap:CommonClassAMember2023-06-202023-06-200001838108us-gaap:RedeemablePreferredStockMember2023-06-202023-06-20 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| June 15, 2023 |
Filed by RMG Acquisition Corp. III pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: H2B2 Electrolysis Technologies, Inc. Date: June 15, 2023 H2B2’s SoHyCal Project in California has started hydrogen production Fresno (CA), June 15, 2023 - H2B2 Electrolysis Technologies, Inc. (“H2B2”, “Company” |
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| June 12, 2023 |
RMG ACQUISITION CORP III -A SPECIAL PURPOSE ACQUISITION COMPANIES / PROPPER KERRY Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. N/A)* RMG Acquisition Corp. III (Name of Issuer) Class A Ordinary Shares, par value $0.0001 (Title of Class of Securities) G76088106 (CUSIP Number) April 25, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate |
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| June 2, 2023 |
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): June 1, 2023 (May 25, 2023) RMG ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Cayman Islands 001-40013 98-1574120 (State or other jurisdiction of incorp |
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| June 2, 2023 |
Exhibit 99.1 RMG ACQUISITION CORP. III ANNOUNCES RECEIPT OF NASDAQ LISTING DELINQUENCY LETTER AND NASDAQ LISTING COMPLIANCE DETERMINATION LETTER New York, NY, June 1, 2023 – RMG Acquisition Corp. III (the “Company”) today announced that it received a delinquency notification letter from the Listing Qualifications Staff (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) on May 25, 2023 due to |
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| June 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to RMG ACQUISITION CORP. III (Exact name of re |
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| May 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ⌧ Form 10-Q ☐ Form 10-D☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form. |
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| May 12, 2023 |
Exhibit 10.1 Execution Version SPONSOR SUPPORT AGREEMENT This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of May 9, 2023, by and among RMG Sponsor III LLC, a Delaware limited liability company (the “Sponsor”), RMG Acquisition Corp. III, a Cayman Islands exempted company limited by shares (which shall de-register as an exempted company incorporated in the Cayman Islands by way |
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| May 12, 2023 |
Exhibit 10.1 Execution Version SPONSOR SUPPORT AGREEMENT This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of May 9, 2023, by and among RMG Sponsor III LLC, a Delaware limited liability company (the “Sponsor”), RMG Acquisition Corp. III, a Cayman Islands exempted company limited by shares (which shall de-register as an exempted company incorporated in the Cayman Islands by way |
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| May 12, 2023 |
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): May 11, 2023 (May 9, 2023) RMG ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Cayman Islands 001-40013 98-1574120 (State or other jurisdiction of incorpo |
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| May 12, 2023 |
Exhibit 99.1 H2B2 Electrolysis Technologies, Inc., a global green hydrogen platform providing bespoke integrated solutions across the hydrogen value chain, to go public on the NASDAQ via a proposed business combination with RMG Acquisition Corp. III • H2B2 offers its customers a full suite of customized end-to-end energy solutions through its ability to design, build, own, and operate fully integr |
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| May 12, 2023 |
425 1 ny20009051x3425.htm 425 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): May 11, 2023 (May 9, 2023) RMG ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Cayman Islands 001-40013 98-1574120 (State or |
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| May 12, 2023 |
Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and between RMG ACQUISITION CORP. III, and H2B2 ELECTROLYSIS TECHNOLOGIES, INC. Table of Contents Page ARTICLE I CERTAIN DEFINITIONS Section 1.1 Definitions 3 Section 1.2 Construction 22 Section 1.3 Knowledge 22 ARTICLE II THE MERGER; CLOSING Section 2.1 The Merger 23 Section 2.2 Effects of the Merger 23 Section 2.3 Closing; Effective T |
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| May 12, 2023 |
Exhibit 99.1 H2B2 Electrolysis Technologies, Inc., a global green hydrogen platform providing bespoke integrated solutions across the hydrogen value chain, to go public on the NASDAQ via a proposed business combination with RMG Acquisition Corp. III • H2B2 offers its customers a full suite of customized end-to-end energy solutions through its ability to design, build, own, and operate fully integr |
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| May 12, 2023 |
COMPANY STOCKHOLDER SUPPORT AGREEMENT Exhibit 10.2 Execution Version COMPANY STOCKHOLDER SUPPORT AGREEMENT This Company Stockholder Support Agreement (this “Support Agreement”) is dated as of May 9, 2023, by and among RMG Acquisition Corp. III, a Cayman Islands exempted company limited by shares (which shall de-register as an exempted company incorporated in the Cayman Islands by way of continuation to the State of Delaware and domest |
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| May 12, 2023 |
COMPANY STOCKHOLDER SUPPORT AGREEMENT Exhibit 10.2 Execution Version COMPANY STOCKHOLDER SUPPORT AGREEMENT This Company Stockholder Support Agreement (this “Support Agreement”) is dated as of May 9, 2023, by and among RMG Acquisition Corp. III, a Cayman Islands exempted company limited by shares (which shall de-register as an exempted company incorporated in the Cayman Islands by way of continuation to the State of Delaware and domest |
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| May 12, 2023 |
Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and between RMG ACQUISITION CORP. III, and H2B2 ELECTROLYSIS TECHNOLOGIES, INC. Table of Contents Page ARTICLE I CERTAIN DEFINITIONS Section 1.1 Definitions 3 Section 1.2 Construction 22 Section 1.3 Knowledge 22 ARTICLE II THE MERGER; CLOSING Section 2.1 The Merger 23 Section 2.2 Effects of the Merger 23 Section 2.3 Closing; Effective T |
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| May 10, 2023 |
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): May 9, 2023 (May 9, 2023) RMG ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Cayman Islands 001-40013 98-1574120 (State or other jurisdiction of incorpor |
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| May 10, 2023 |
425 1 brhc20052707425.htm 425 false000183810800018381082023-05-092023-05-090001838108rmgc:UnitsEachConsistingOfOneClassAOrdinaryShareAndOneFifthOfOneRedeemableWarrantMember2023-05-092023-05-090001838108us-gaap:CommonClassAMember2023-05-092023-05-090001838108rmgc:RedeemableWarrantsIncludedAsPartOfTheUnitsMember2023-05-092023-05-09 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20 |
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| April 18, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to To Commission File No. 001-400 |
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| March 31, 2023 |
NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: 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 RMG Acquisition Corp. |
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| February 16, 2023 |
EX-99.1 2 rmgcex9901.htm JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regula |
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| February 16, 2023 |
SC 13G 1 rmgc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* RMG Acquisition Corp. III (Name of Issuer) Class A Ordinary share, $0.0001 par value (Title of Class of Securities) G76088106 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the ap |
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| February 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| January 11, 2023 |
425 1 d445982d425.htm 425 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): January 11, 2023 (January 11, 2023) RMG ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Cayman Islands 001-40013 98-1574120 (Sta |
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| January 11, 2023 |
Second Amended and Restated Memorandum and Articles of Association of RMG III. Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF RMG ACQUISITION CORP. III (ADOPTED BY SPECIAL RESOLUTION DATED JANUARY 11, 2023 AND EFFECTIVE ON JANUARY 11, 2023) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM OF ASS |
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| January 11, 2023 |
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): January 11, 2023 (January 11, 2023) RMG ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Cayman Islands 001-40013 98-1574120 (State or other jurisdiction o |
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| January 10, 2023 |
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): January 10, 2023 (January 10, 2023) RMG ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Cayman Islands 001-40013 98-1574120 (State or other jurisdiction o |
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| January 10, 2023 |
Exhibit 99.1 1/9/23, 9:39 PM Item Preview | Copy Approval | Connect | Business Wire RMG Acquisition Corp. III Announces Adjournment of Special Meeting of Shareholders Until 10:00 AM Eastern Time On January 11, 2023 Contacts Investor Contact: Philip Kassin President & COO RMG Acquisition Corp. III 50 West Street, Suite 40C New York, NY 10006 Telephone: (212) 785-2579 Email: [email protected] |
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| January 10, 2023 |
Financial Statements and Exhibits, Other Events 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): January 10, 2023 (January 10, 2023) RMG ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Cayman Islands 001-40013 98-1574120 (State or other jurisdiction o |
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| January 4, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): January 4, 2023 (January 4, 2023) RMG ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Cayman Islands 001-40013 98-1574120 (State or other jurisdiction of |
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| January 4, 2023 |
Exhibit 99.1 Letter of intent for H2B2 Electrolysis Technologies, a Leading Developer and Operator of Green Hydrogen Production Systems for Clean Energy Generation, to Go Public on the NASDAQ via a Business Combination with RMG Acquisition Corporation III ? H2B2 not only manufactures small and large scale electrolyzers, but also offers its customers a full suite of customized end-to-end energy sol |
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| January 4, 2023 |
425 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): January 4, 2023 (January 4, 2023) RMG ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Cayman Islands 001-40013 98-1574120 (State or other jurisdiction |
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| December 1, 2022 |
DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 29, 2022 |
CORRESP 1 filename1.htm 811 Main Street, Suite 3700 Houston, TX 77002 Tel: +1.713.546.5400 Fax: +1.713.546.5401 www.lw.com FIRM / AFFILIATE OFFICES November 29, 2022 Austin Milan Beijing Munich Boston New York Brussels Orange County Century City Paris Chicago Riyadh Dubai San Diego Düsseldorf San Francisco Frankfurt Seoul Hamburg Shanghai Hong Kong Silicon Valley Houston Singapore London Tel Aviv |
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| November 29, 2022 |
PRER14A 1 d384434dprer14a.htm PRER14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate bo |
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| November 17, 2022 |
PRE 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 3, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to RMG ACQUISITION CORP. |
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| October 27, 2022 |
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): October 21, 2022 RMG ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Cayman Islands 001-40013 98-1574120 (State or other jurisdiction of incorporation) (C |
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| August 15, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to RMG ACQUISITION CORP. III |
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| May 13, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to RMG ACQUISITION CORP. III |
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| March 31, 2022 |
Description of the Company’s securities. Exhibit 4.2 DESCRIPTION OF SECURITIES As of December 31, 2021, RMG Acquisition Corp. III (?we,? ?our,? ?us? or the ?company?) had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?): (i) its units, each consisting of one Class A ordinary share and one-fifth of one redeemable warrant, (ii) Class A ordinary sha |
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| March 31, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to To Commission File No. 001-400 |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. *) RMG Acquisition Corp. III (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G76088106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to |
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| November 22, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to RMG ACQUISITION CORP. III (Exact |
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| November 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: September 30, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form. |
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| November 16, 2021 |
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): November 11, 2021 RMG Acquisition Corp. III (Exact name of registrant as specified in its charter) Cayman Islands 001-40013 85-1574120 (State or other jurisdiction of incorporation) ( |
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| August 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ⌧ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ◻ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to RMG ACQUISITION CORP. III (Exact name |
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| June 3, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| June 2, 2021 |
RMG Acquisition Corp. III Receives Expected Notice From Nasdaq Regarding Delayed Quarterly Report EX-99.1 2 tm2118124d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 RMG Acquisition Corp. III Receives Expected Notice From Nasdaq Regarding Delayed Quarterly Report June 1, 2021 Miami Beach, FL - (BUSINESS WIRE) - RMG Acquisition Corp. III (the “Company”) announced that, on May 28, 2021, it received a notice (“Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) stating |
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| June 2, 2021 |
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): May 28, 2021 RMG Acquisition Corp. III (Exact name of registrant as specified in its charter) Cayman Islands 001-40013 85-1574120 (State or other jurisdiction of incorporation) (Commi |
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| May 18, 2021 |
NT 10-Q 1 tm2114955d2nt10q.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: March 31, 2021 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report |
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| March 26, 2021 |
Financial Statements and Exhibits, Other Events 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): March 26, 2021 RMG Acquisition Corp. III (Exact name of registrant as specified in its charter) Cayman Islands 001-40013 85-1574120 (State or other jurisdiction of incorporation) (Com |
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| March 26, 2021 |
EX-99.1 2 tm2110974d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 RMG Acquisition Corp. III Announces the Separate Trading of its Class A Ordinary Shares and Warrants, Commencing March 29, 2021 March 26, 2021 New York, NY - (BUSINESS WIRE) - RMG Acquisition Corp. III (the “Company”) announced that, commencing March 29, 2021, holders of the units sold in the Company’s initial public offering (the “Units”) |
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| February 16, 2021 |
RMG ACQUISITION CORPORATION III EX-99.1 2 tm215649d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 RMG ACQUISITION CORPORATION III Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of February 9, 2021 F-3 Notes to Financial Statement F-4 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of RMG Acquisition Corp. III Opinion on the Financial Statement We have audite |
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| February 16, 2021 |
Financial Statements and Exhibits, Other Events 8-K 1 tm215649d18k.htm FORM 8-K 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 9, 2021 RMG Acquisition Corp. III (Exact name of registrant as specified in its charter) Cayman Islands 001-40013 98-1574120 (State or other j |
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| February 9, 2021 |
EX-10.2 6 tm215650d1ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 4, 2021, by and between RMG Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company |
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| February 9, 2021 |
Amended and Restated Memorandum and Articles of Association Exhibit 3.1 THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF RMG ACQUISITION CORP. III (adopted by special resolution dated 4 FEBRUARY 2021 and effective on 4 FEBRUARY 2021) THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF RMG |
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| February 9, 2021 |
Administrative Services Agreement between the Company and RMG Acquisition Management, LLC EX-10.5 9 tm215650d1ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 RMG Acquisition Corp. III 50 West Street, Suite 40C New York, NY 10006 February 4, 2021 RMG Acquisition Management, LLC 50 West Street, Suite 40C New York, NY 10006 Re: Administrative Services Agreement Ladies and Gentlemen: This Administrative Services Agreement (this “Agreement”) by and between RMG Acquisition Management, LLC (the “Provide |
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| February 9, 2021 |
Administrative Services Agreement, dated February 4, 2021, between the Company and the Sponsor Exhibit 10.4 SPONSOR WARRANTS PURCHASE AGREEMENT THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of February 4, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between RMG Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and RMG Sponsor III, LLC, a Delaware limited liability company (the “Purchaser”). WHEREAS: The Company intends |
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| February 9, 2021 |
Exhibit 4.1 WARRANT AGREEMENT RMG ACQUISITION CORP. III and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated February 4, 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated February 4, 2021, is by and between RMG Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the |
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| February 9, 2021 |
Exhibit 10.1 February 4, 2021 RMG Acquisition Corp. III 50 West Street, Suite 40C New York, NY 10006 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between RMG Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), an |
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| February 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 4, 2021 RMG Acquisition Corp. III (Exact name of registrant as specified in its charter) Cayman Islands 001-838108 98-1574120 (State or other jurisdiction of incorpor |
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| February 9, 2021 |
RMG Acquisition Corp. III Announces Closing of $483,000,000 Initial Public Offering EX-99.2 11 tm215650d1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 RMG Acquisition Corp. III Announces Closing of $483,000,000 Initial Public Offering February 9, 2021 NEW YORK-(BUSINESS WIRE)-Feb. 9, 2021- RMG Acquisition Corp. III (the “Company”) announced today the closing of its initial public offering of 48,300,000 units, which included the full exercise of the underwriters’ over-allotment option, at |
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| February 9, 2021 |
Underwriting Agreement by and among the Company, BofA Securities, Inc. and Barclays Capital Inc. EX-1.1 2 tm215650d1ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 42,000,000 Units RMG ACQUISITION CORP. III Units, each consisting of one Class A ordinary share, U.S. $0.0001 par value, and one-fifth of one warrant UNDERWRITING AGREEMENT February 4, 2021 February 4, 2021 BofA Securities, Inc. Barclays Capital Inc. As Representatives of the several Underwriters c/o BofA Securities, Inc. One Bryant Park New Yor |
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| February 9, 2021 |
EX-10.3 7 tm215650d1ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 4, 2021 is made and entered into by and among RMG Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and RMG Sponsor III, LLC, a Delaware limited liability company (the “Sponsor”), and any other parties listed on t |
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| February 9, 2021 |
RMG Acquisition Corp. III Announces Pricing of $420,000,000 Initial Public Offering Exhibit 99.1 RMG Acquisition Corp. III Announces Pricing of $420,000,000 Initial Public Offering February 4, 2021 NEW YORK-(BUSINESS WIRE)—February 4, 2021- RMG Acquisition Corp. III (the “Company”) announced today that it priced its initial public offering of 42,000,000 units at $10.00 per unit. The units will be listed on The Nasdaq Capital Market (“Nasdaq”) and trade under the ticker symbol “RM |
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| February 8, 2021 |
$420,000,000 RMG Acquisition Corp. III 42,000,000 Units 424B4 1 tm2039603-9424b4.htm 424B4 TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(4) Registration No. 333-251889 PROSPECTUS $420,000,000 RMG Acquisition Corp. III 42,000,000 Units RMG Acquisition Corp. III is a newly incorporated blank check company, incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share pu |
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| February 4, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 RMG Acquisition Corp. III (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 98-1574120 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identifica |
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| February 2, 2021 |
Form of Registration Rights Agreement between the Registrant and certain security holders EX-10.4 11 tm2039603d6ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021 is made and entered into by and among RMG Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and RMG Sponsor III, LLC, a Delaware limited liability company (the “Sponsor”), and any other parties listed on the si |
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| February 2, 2021 |
Form of Underwriting Agreement EX-1.1 2 tm2039603d6ex1-1.htm EXHIBIT 1.1 42,000,000 Units RMG ACQUISITION CORP. III Units, each consisting of one Class A ordinary share, U.S. $0.0001 par value, and one-fifth of one warrant UNDERWRITING AGREEMENT [●], 2021 [●], 2021 BofA Securities, Inc. Barclays Capital Inc. As Representatives of the several Underwriters c/o BofA Securities, Inc. One Bryant Park New York, New York 10036 c/o |
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| February 2, 2021 |
Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP RMG ACQUISITION CORP. III UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-FIFTH OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) Class A Ordinary Share, par value $0.0001 per share (“C |
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| February 2, 2021 |
Form of Sponsor Warrants Purchase Agreement between the Registrant and RMG Sponsor III, LLC Exhibit 10.6 SPONSOR WARRANTS PURCHASE AGREEMENT THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of [●], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between RMG Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and RMG Sponsor III, LLC, a Delaware limited liability company (the “Purchaser”). WHEREAS: The Company intends to cons |
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| February 2, 2021 |
Form of Amended and Restated Memorandum and Articles of Association Exhibit 3.2 THE COMPANIES ACT (2021 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF RMG ACQUISITION CORP. III (adopted by special resolution dated [DATE] and effective on [DATE]) THE COMPANIES ACT (2021 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF RMG ACQUISITION |
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| February 2, 2021 |
EX-10.8 14 tm2039603d6ex10-8.htm EXHIBIT 10.8 Exhibit 10.8 RMG Acquisition Corp. III 50 West Street, Suite 40C New York, NY 10006 [•], 2021 RMG Acquisition Management, LLC 50 West Street, Suite 40C New York, NY 10006 Re: Administrative Services Agreement Ladies and Gentlemen: This Administrative Services Agreement (this “Agreement”) by and between RMG Acquisition Management, LLC (the “Provider”) a |
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| February 2, 2021 |
Specimen Class A Ordinary Share Certificate Exhibit 4.2 NUMBER NUMBER C SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP RMG ACQUISITION CORP. III INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF U.S.$0.0001 EACH OF RMG ACQUISITION CORP. III (THE “COMPANY”) subject to the Company’s amended and restated memor |
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| February 2, 2021 |
EX-10.7 13 tm2039603d6ex10-7.htm EXHIBIT 10.7 Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021. Between: (1) RMG ACQUISITION CORP. III, an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Company”); and (2) [●] (“Indemnitee”). Wherea |
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| February 2, 2021 |
Exhibit 10.2 [●], 2021 RMG Acquisition Corp. III 50 West Street, Suite 40C New York, NY 10006 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between RMG Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and BofA |
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| February 2, 2021 |
TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on February 2, 2021. Registration No. 333-251889 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RMG Acquisition Corp. III (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdi |
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| February 2, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant Exhibit 4.4 WARRANT AGREEMENT RMG ACQUISITION CORP. III and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [ ], 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated [ ], 2021, is by and between RMG Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agen |
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| February 2, 2021 |
Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021, by and between RMG Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No. 333 |
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| January 4, 2021 |
Power of Attorney (included on the signature page to this Registration Statement) TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on January 4, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RMG Acquisition Corp. III (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporatio |
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| January 4, 2021 |
Exhibit 99.4 Consent of Director Nominee In connection with the filing by RMG Acquisition Corp. III (the “Company”) of its Registration Statement (the “Registration Statement”) on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the b |
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| January 4, 2021 |
Exhibit 99.2 Consent of Director Nominee In connection with the filing by RMG Acquisition Corp. III (the “Company”) of its Registration Statement (the “Registration Statement”) on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the b |
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| January 4, 2021 |
Memorandum and Articles of Association EX-3.1 2 tm2039603d4ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 THE COMPANIES ACT (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF RMG ACQUISITION CORP. III THE COMPANIES ACT (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF RMG ACQUISITION CORP. III 1 The name of the Company is RMG Acquisition Corp. III. 2 T |
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| January 4, 2021 |
Exhibit 99.3 Consent of Director Nominee In connection with the filing by RMG Acquisition Corp. III (the “Company”) of its Registration Statement (the “Registration Statement”) on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the b |
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| January 4, 2021 |
Exhibit 99.1 Consent of Director Nominee In connection with the filing by RMG Acquisition Corp. III (the “Company”) of its Registration Statement (the “Registration Statement”) on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the b |
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| January 4, 2021 |
EX-10.5 4 tm2039603d4ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 RMG ACQUISITION CORP. III 50 West Street, Suite 40C New York, New York 10006 RMG Sponsor III, LLC December 30, 2020 50 West Street, Suite 40C New York, New York 10006 RE: Securities Subscription Agreement Ladies and Gentlemen: RMG Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer RMG Sp |
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| January 4, 2021 |
Promissory Note, dated December 30, 2020, issued to RMG Sponsor III, LLC EX-10.1 3 tm2039603d4ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFA |
