ROMEO POWER, INC. Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
At the Special Meeting, the Company's stockholders approved and adopted the
Second Amended and Restated Certificate of Incorporation (the "Amended and
Restated Certificate of Incorporation"), which became effective upon filing with
the Secretary of State of the
In connection with the consummation of the Business Combination, the Company also amended and restated its bylaws (the "Amended and Restated Bylaws"). A copy of the Amended and Restated Bylaws is included as Exhibit 3.2 to the Original Report and is incorporated herein by reference.
A description of the amendments included in the Amended and Restated Certificate of Incorporation and of the general effect of the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws upon the rights of holders of the Company's capital stock is set forth in the sections of the Proxy Statement entitled "Proposal No. 2-The RMG Charter Proposals," "Comparison of Stockholders' Rights," and "Description of RMG's Securities After The Business Combination" beginning on page 136, page 226, and page 253, respectively, of the Proxy Statement and is incorporated herein by reference.
Item 5.06. Change in Shell Company Status.
As a result of the Business Combination, the Company ceased being a shell company. The material terms of the Business Combination and the Merger Agreement are described in the sections of the Proxy Statement entitled "Proposal No. 1-The Business Combination Proposal" and "The Merger Agreement" beginning on page 85 and page 104, respectively, of the Proxy Statement and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this Current Report:
Incorporation by
Exhibit No. Description of Exhibits Reference
2.1* Agreement and Plan of Merger, dated as of Exhibit 2.1 to the
October 5, 2020, by and among RMG Acquisition Current Report on
Corp., RMG Merger Sub, Inc. and Romeo Systems, Form 8-K filed on
Inc. October 5, 2020
2.2 Amendment No. 1 to Agreement and Plan of Exhibit 2.2 to
Merger, dated as of November 18, 2020, by and Amendment No. 2 to
among RMG Acquisition Corp., RMG Merger Sub, Registration Statement
Inc. and Romeo Systems, Inc. on Form S-4 filed on
December 4, 2020
3.1 Second Amended and Restated Certificate of Exhibit 3.1 to the
Incorporation Current Report on
Form 8-K filed on
January 5, 2021
3.2 Amended and Restated Bylaws of Romeo Power, Exhibit 3.2 to the
Inc. Current Report on
Form 8-K filed on
January 5, 2021
4.1 Specimen Common Stock Certificate Exhibit 4.1 to the
Current Report on
Form 8-K filed on
January 5, 2021
4.2 Specimen Warrant Certificate Exhibit 4.2 to the
Current Report on
Form 8-K filed on
January 5, 2021
4.3 Warrant Agreement between American Stock Exhibit 4.4 to
Transfer & Trust Company, as warrant agent, Amendment No. 2 to
and RMG Acquisition Corp. Registration Statement
on Form S-4 filed on
December 4, 2020
2
4.4 Amended and Restated Registration Rights Exhibit 4.4 to the
Agreement, dated as of December 29, 2020, by Current Report on
and among Romeo Power, Inc., RMG Sponsor, LLC, Form 8-K filed on
each of the Existing Holders (as defined January 5, 2021
therein), and each of the New Holders (as
defined therein)
4.5 Form of Romeo Systems, Inc. Stock Purchase Exhibit 4.5 to the
Warrant Current Report on
Form 8-K filed on
January 5, 2021
10.1# Form of Indemnity Agreement Exhibit 10.1 to the
Current Report on
Form 8-K filed on
January 5, 2021
10.2 Form of Subscription Agreement Exhibit 10.8 to
Amendment No. 2 to
Registration Statement
on Form S-4 filed on
December 4, 2020
10.3 Amendment No. 1, dated as of November 18, Exhibit 10.1 to the
2020, to the Subscription Agreement, dated as Current Report on
of October 5, 2020, by and among RMG Form 8-K filed on
Acquisition Corp., Romeo Systems, Inc. and November 19, 2020
Republic Services Alliance Group III, Inc.
10.4 Stockholders' Agreement, dated as of Exhibit 10.4 to the
December 29, 2020, by and among Romeo Power, Current Report on
Inc., RMG Sponsor, LLC, and each stockholder Form 8-K filed on
party thereto January 5, 2021
10.5 Letter Agreement, dated February 7, 2019, Exhibit 10.1 to
among RMG, its officers and directors and the Amendment No. 2 to
Sponsor Registration Statement
on Form S-4 filed on
December 4, 2020
10.6 Form of Lock-Up Agreement from certain of Exhibit 10.2 to
RMG's initial stockholders, officers, and Amendment No. 2 to
directors Registration Statement
on Form S-4 filed on
December 4, 2020
10.7 Form of Lock-Up Agreement from certain of Exhibit 10.3 to
Romeo's stockholders, officers, and Amendment No. 2 to
directors Registration Statement
on Form S-4 filed on
December 4, 2020
10.8# Romeo Power, Inc. 2020 Long-Term Incentive Exhibit 10.8 to the
Plan Current Report on
Form 8-K filed on
January 5, 2021
10.9# Romeo Systems, Inc. 2016 Stock Plan Exhibit 10.10 to
Amendment No. 2 to
Registration Statement
on Form S-4 filed on
December 4, 2020
10.10# Form of Stock Option Agreement under the Exhibit 10.11 to
Romeo Systems, Inc. 2016 Plan Amendment No. 2 to
Registration Statement
on Form S-4 filed on
December 4, 2020
10.11# Executive Employment Agreement, effective as Exhibit 10.12 to
of September 17, 2020, by and between Romeo Amendment No. 2 to
Systems, Inc. and Lionel E. Selwood, Jr. Registration Statement
on Form S-4 filed on
December 4, 2020
10.12# Executive Employment Agreement, effective as Exhibit 10.13 to
of June 6, 2019, by and between Romeo Systems, Amendment No. 2 to
Inc. and Abdul Kader El Srouji Registration Statement
on Form S-4 filed on
December 4, 2020
10.13# Executive Employment Agreement, dated August Exhibit 10.14 to
7, 2020, by and between Romeo Systems, Inc. Amendment No. 2 to
and Michael Patterson Registration Statement
on Form S-4 filed on
December 4, 2020
10.14# Stock Option Agreement under the Romeo Exhibit 10.15 to
Systems, Inc. 2016 Plan between Romeo Systems, Amendment No. 2 to
Inc. and Michael Patterson Registration Statement
on Form S-4 filed on
December 4, 2020
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10.15 Battery Recycling Agreement, dated as of Exhibit 10.16 to
October 2, 2020, by and among Heritage Battery Amendment No. 2 to
Recycling, LLC and Romeo Systems, Inc. Registration Statement
on Form S-4 filed on
December 4, 2020
10.16** Product Supply Master Agreement, dated as of Exhibit 10.17 to
September 8, 2020, by and between Romeo Amendment No. 2 to
Systems, Inc. and Phoenix Cars LLC Registration Statement
on Form S-4 filed on
December 4, 2020
10.17** Supply Agreement, dated as of August 28, Exhibit 10.18 to
2020, by and between Nikola Corporation and Amendment No. 2 to
Romeo Systems, Inc. Registration Statement
on Form S-4 filed on
December 4, 2020
10.18** Product Supply Master Agreement, dated as of Exhibit 10.19 to
July 13, 2020, by and between Romeo Systems, Amendment No. 2 to
Inc. and Lightning Systems, Inc. Registration Statement
on Form S-4 filed on
December 4, 2020
10.19** Purchase Agreement, dated as of November 2, Exhibit 10.23 to
2020, by and between Romeo Systems, Inc. and Amendment No. 2 to
Lion Buses Inc. Registration Statement
on Form S-4 filed on
December 4, 2020
10.20** Intellectual Property License Agreement by Exhibit 10.21 to
and among BorgWarner Inc., Romeo Systems, Amendment No. 2 to
Inc., Romeo Systems Technology, LLC and Registration Statement
BorgWarner Romeo Power, LLC on Form S-4 filed on
December 4, 2020
10.21 Joint Venture Operating Agreement by and Exhibit 10.22 to
among BorgWarner Ithaca LLC, Romeo Systems, Amendment No. 2 to
Inc. and BorgWarner Romeo Power LLC Registration Statement
on Form S-4 filed on
December 4, 2020
10.22 Lease between CenterPoint Properties Trust Exhibit 10.20 to
and Romeo Systems, Inc. Amendment No. 2 to
Registration Statement
on Form S-4 filed on
December 4, 2020
10.23# Executive Employment Agreement, effective as Exhibit 10.23 to the
of September 16, 2019, by and between Romeo Current Report on
Systems, Inc. and Lauren Webb Form 8-K filed on
January 5, 2021
10.24# Executive Employment Agreement, effective as Exhibit 10.24 to the
of April 1, 2019, by and between Romeo Current Report on
Systems, Inc. and Criswell Choi Form 8-K filed on
January 5, 2021
10.25# Form of Retention Agreement Exhibit 10.25 to the
Current Report on
Form 8-K filed on
January 5, 2021
16.1 Letter from Grant Thornton, dated as of Exhibit 16.1 to the
December 29, 2020 Current Report on
Form 8-K filed on
January 5, 2021
21.1 Subsidiaries of the Registrant Exhibit 21.1 to the
Current Report on
Form 8-K filed on
January 5, 2021
99.1 Unaudited pro forma condensed combined Exhibit 99.1 to the
balance sheet as of September 30, 2020 and the Current Report on
unaudited pro forma condensed combined Form 8-K filed on
statements of operations for the year ended January 5, 2021
December 31, 2019 and the nine months ended
September 30, 2020
104 Cover Page Interactive Data File (embedded
within the Inline XBRL document)
* Schedule and exhibits to this Exhibit omitted pursuant to Item 601(b)(2) of
Regulation S-K.
** Portions of this Exhibit have been omitted in accordance with Item 601 of Regulation S-K.
# Indicates management contract or compensatory plan or arrangement.
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