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EX-99.1 - EXHIBIT 99.1 - RMG Acquisition Corp. IIItm2110974d1_ex99-1.htm

 

 

 

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)   (Commission File Number)   (I.R.S. Employer Identification No.)

 

50 West Street, Suite 40C

New York, New York

  10006
(Address of Principal Executive Offices)   (Zip Code)

 

(212) 785-2579
(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-fifth of one warrant   RMGCU   The NASDAQ Stock Market LLC
Class A ordinary shares, par value $0.0001 per share   RMGC   The NASDAQ Stock Market LLC
Warrants, each whole warrant exercisable for one
Class A ordinary share at an exercise price of $11.50 per share
  RMGCW   The NASDAQ Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

 

 

 

 

 

 

Item 8.01Other Events.

 

On March 26, 2021, RMG Acquisition Corp. III (the “Company”) issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the holders of the Company’s units may elect to separately trade the Class A ordinary shares and warrants included in the units commencing on March 29, 2021. Those units not separated will continue to trade on the NASDAQ Stock Market, LLC (“NASDAQ”) under the symbol “RMGCU,” and each of the shares of Class A common stock and warrants that are separated will trade on the NASDAQ under the symbols “RMGC” and “RMGCW,” respectively.

 

Item 9.01Financial Statements and Exhibits.

 

(d)Exhibits

 

Exhibit No.   Description of Exhibits  
99.1   Press Release dated March 26, 2021

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  RMG Acquisition Corp. III
     
Date: March 26, 2021 By: /s/ Welsey Sima
  Name:  Wesley Sima
  Title: Chief Financial Officer

 

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