RMG ACQUISITION CORP. III Item 7.01. Regulation FD Disclosure.
On
Under the terms of the LOI, RMG III and H2B2 would be become a combined entity, with H2B2's existing equity holders continuing to hold substantially all of their equity in the combined public company. RMG III expects to announce additional details regarding the proposed business combination when a definitive merger agreement is executed, which is expected in the first quarter of 2023.
Completion of a business combination with the Target is subject to, among other matters, the completion of due diligence, the negotiation of a definitive agreement providing for the transaction, satisfaction of the conditions negotiated therein and approval of the transaction by the board and stockholders of both RMG III and the H2B2. There can be no assurance that a definitive agreement will be entered into or that the proposed transaction will be consummated on the terms or timeframe currently contemplated, or at all.
The press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
The information in this Current Report on Form 8-K furnished pursuant to Item 7.01, including Exhibit 99.1, shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liability under that section, and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. By filing this Current Report on Form 8-K and furnishing this information pursuant to Item 7.01, the Company makes no admission as to the materiality of any information in this Current Report on Form 8-K, including Exhibit 99.1, that is required to be disclosed solely by Regulation FD.
Additional Information and Where to Find It
If a legally binding definitive agreement with respect to the proposed business
combination is executed, RMG III intends to file with the
This communication may be deemed to be offering or solicitation material in
respect of the proposed transaction, which will be submitted to the stockholders
of RMG III for their consideration. RMG III urges investors, stockholders and
other interested persons to carefully read, when available, the preliminary and
definitive Proxy Statement/Prospectus as well as other documents filed with the
Participants in the Solicitation
RMG III and its directors and executive officers may be considered participants
in the solicitation of proxies with respect to the proposed transaction
described herein under the rules of the
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No Offer or Solicitation
This release shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of any business combination. This release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Forward-Looking Statements
Certain statements made in this release are "forward looking statements" within
the meaning of the "safe harbor" provisions of the United States Private
Securities Litigation Reform Act of 1995. When used in this release, the words
"estimates," "projected," "expects," "anticipates," "forecasts," "plans,"
"intends," "believes," "seeks," "may," "will," "should," "future," "propose" and
variations of these words or similar expressions (or the negative versions of
such words or expressions) are intended to identify forward-looking statements.
These forward-looking statements are not guarantees of future performance,
conditions or results, and involve a number of known and unknown risks,
uncertainties, assumptions and other important factors, many of which are
outside RMG III's control, that could cause actual results or outcomes to differ
materially from those discussed in the forward-looking statements. Important
factors, among others, that may affect actual results or outcomes include: the
inability of RMG III to enter into a definitive agreement with respect to an
initial business combination with the Target within the time provided in RMG
III's amended and restated certificate of incorporation; performance of the
Target's business; the risk that the approval of the stockholders of RMG III for
the proposed transaction is not obtained; failure to realize the anticipated
benefits of the proposed transaction, including as a result of a delay in
consummating the proposed transaction; the amount of redemption requests made by
RMG III's stockholders and the amount of funds remaining in RMG III's trust
account after satisfaction of such requests; RMG III's and the Target's ability
to satisfy the conditions to closing the proposed transaction; and those factors
discussed in the Annual Report under the heading "Risk Factors," and other
documents of RMG III filed, or to be filed, with the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 99.1 Press Release datedJanuary 4, 2023 . 104* Cover Page Interactive Data File (embedded within the Inline XBRL document). * Furnished herewith.
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