FORM 10-Q
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
2022
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
RMG ACQUISITION CORP.
__________
Delaware | 83-2289787 | |||||||||||||
| (State or other jurisdiction of
| (I.R.S. Employer Identification | |||||||||||||
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4380 Ayers Avenue Vernon, CA 90058 | ||||||||||||||
| (833) 467-2237 | ||||||||||||||
Registrant’s
code, of registrant’s principal executive offices)
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Common stock, par value $0.0001 per share | RMO | New York Stock Exchange | ||||||
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| Large accelerated filer | ☒ | Accelerated filer | ||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||
| Emerging growth company | ||||||||||||||
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Securities registered pursuant to Section 12(b)☒
As of May 14, 2019, 23,000,000 shares of Class Aregistrant’s common stock, $0.0001 par value, and 5,750,000 shares of Class B common stock, $0.0001 par value,were issued and outstanding.
RMG ACQUISITION CORP.
Form 10-Q
For the Quarter Ended March 31, 2019
CONDENSED BALANCE SHEETS March 31, 2019 December 31, 2018 (Unaudited) Assets: Current assets: Cash $ 1,982,511 $ 37,044 Prepaid expenses and other assets 315,398 32,152 Total current assets 2,297,909 69,196 Restricted cash equivalents held in Trust Account 1,003,028 - Marketable sercurities held in Trust Account, at fair value 229,703,119 - Deferred offering costs associated with the proposed public offering - 411,948 Total assets $ 233,004,056 $ 481,144 Liabilities and Stockholders' Equity: Current liabilities: Accounts payable $ 248,207 $ 21,218 Accrued expenses 266,426 22,100 Due to related parties - 115,381 Franchise tax payable 50,000 - Income tax payable 137,791 - Total current liabilities 702,424 158,699 Deferred legal fees 450,000 300,000 Deferred underwriting commissions 8,050,000 - Total liabilities 9,202,424 458,699 Commitments and contingencies Class A common stock, $0.0001 par value; 21,880,163 and 0 shares subject to possible redemption at $10 per share at March 31, 2019 and December 31, 2018, respectively 218,801,630 - Stockholders' Equity: Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding - - Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 1,119,837 and 0 shares issued and outstanding (excluding 21,880,163 and 0 shares subject to possible redemption) at March 31, 2019 and December 31, 2018, respectively 112 - Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 5,750,000 shares issued and outstanding at March 31, 2019 and December 31, 2018 575 575 Additional paid-in capital 4,676,876 24,425 Accumulated deficit 322,439 (2,555 ) Total stockholders' equity 5,000,002 22,445 Total Liabilities and Stockholders' Equity $ 233,004,056 $ 481,144 March 31, 2022 December 31, 2021 Assets Current assets Cash and cash equivalents $ 41,330 $ 22,638 Investments 25,548 97,309 Accounts receivable, net of allowance for expected credit loss of $3 and $0 at March 31, 2022 and December 31, 2021, respectively 9,201 8,378 Inventories, net 34,129 37,125 Insurance receivable 250 1,250 Prepaid inventories 7,438 3,002 Prepaid expenses and other current assets 8,795 5,579 Total current assets 126,691 175,281 Restricted cash 3,000 3,000 Property, plant and equipment, net 17,555 15,158 Equity method investments 35,000 36,329 Operating lease right-of-use assets 22,707 23,115 Finance lease right-of-use assets 4,051 4,070 Deferred assets 5,018 5,018 Prepayment - long-term supply agreement 64,703 64,703 Insurance receivable 6,000 6,000 Other noncurrent assets 2,028 2,772 Total assets $ 286,753 $ 335,446 Liabilities and stockholders’ equity Current liabilities Accounts payable $ 17,292 $ 11,724 Accrued expenses 11,053 8,156 Contract liabilities 331 384 Operating lease liabilities, current 838 416 Finance lease liabilities, current 1,134 927 Other current liabilities 1,233 1,509 Total current liabilities 31,881 23,116 Private placement warrants 254 1,526 Operating lease liabilities, net of current portion 22,743 23,058 Finance lease liabilities, net of current portion 2,342 2,595 Legal settlement payable 6,000 6,000 Total liabilities 63,220 56,295 Commitments and contingencies (Note 15) 0 0 Stockholders’ equity Common stock ($0.0001 par value, 250,000,000 shares authorized, 151,221,283 and 134,458,439 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively) 15 13 Additional paid-in capital 476,907 451,040 Accumulated other comprehensive loss (740) (366) Accumulated deficit (252,649) (171,536) Total stockholders’ equity 223,533 279,151 Total liabilities and stockholders’ equity $ 286,753 $ 335,446 1
STATEMENT OF OPERATIONS
(UNAUDITED)
| For the three months ended | ||||
| March 31, 2019 | ||||
| General and administrative costs | $ | 196,035 | ||
| Franchise tax expense | 50,000 | |||
| Loss from operations | (246,035 | ) | ||
| Interest income | 3,663 | |||
| Gain on marketable securities (net), dividends and interest, held in Trust Account | 705,214 | |||
| Income before income tax expense | 462,842 | |||
| Income tax expense | 137,848 | |||
| Net income | $ | 324,994 | ||
| Weighted average shares outstanding of Class A common stock | 22,562,500 | |||
| Basic and diluted net income per share, Class A | $ | 0.02 | ||
| Weighted average shares outstanding of Class B common stock | 5,750,000 | |||
| Basic and diluted net income per share, Class B | $ | (0.03 | ) | |
Three Months Ended March 31, 2022 2021 Revenues: Product revenues $ 11,402 $ 612 Service revenues 169 442 11,571 1,054 Cost of revenues: Product cost 29,116 4,438 Service cost 137 389 Total cost of revenues 29,253 4,827 Gross loss (17,682) (3,773) Operating expenses: Research and development 6,705 3,771 Selling, general and administrative 22,248 15,902 Acquisition of in-process research and development 35,402 — Total operating expenses 64,355 19,673 Operating loss (82,037) (23,446) Interest expense (39) (7) Change in fair value of public and private placement warrants 1,271 116,125 Investment (loss) gain, net (37) 90 (Loss) income before income taxes and loss in equity method investments (80,842) 92,762 Loss in equity method investments (271) (643) Benefit from income taxes — (10) Net (loss) income (81,113) 92,109 Other comprehensive (loss) income Available-for-sale debt investments: Change in net unrealized losses, net of income taxes (716) (342) Net losses reclassified to earnings, net of income taxes 342 38 Total other comprehensive loss, net of income taxes (374) (304) Comprehensive (loss) income $ (81,487) $ 91,805 Net (loss) income per share Basic $ (0.60) $ 0.72 Diluted $ (0.60) $ 0.68 Weighted average number of shares outstanding Basic 135,260,665 128,788,715 Diluted 135,260,665 135,890,719 2
STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 2019
(UNAUDITED)
| Common Stock | Retained Earnings | Total | ||||||||||||||||||||||||||
| Class A | Class B | Additional Paid-In | (Accumulated | Stockholders' | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit) | Equity | ||||||||||||||||||||||
| Balance - December 31, 2018 | - | $ | - | 5,750,000 | $ | 575 | $ | 24,425 | $ | (2,555 | ) | $ | 22,445 | |||||||||||||||
| Issuance of Class B common stock to anchor investors | - | - | 575,000 | 58 | 2,255 | - | 2,313 | |||||||||||||||||||||
| Forfeiture of Class B common stock from Sponsor | - | - | (575,000 | ) | (58 | ) | 58 | - | - | |||||||||||||||||||
| Sale of units in initial public offering, gross | 23,000,000 | 2,300 | - | - | 229,997,700 | - | 230,000,000 | |||||||||||||||||||||
| Offering costs | - | - | - | - | (13,448,120 | ) | - | (13,448,120 | ) | |||||||||||||||||||
| Sale of private placement warrants to Sponsor in private placement | - | - | - | - | 6,900,000 | - | 6,900,000 | |||||||||||||||||||||
| Common stock subject to possible redemption | (21,880,163 | ) | (2,188 | ) | - | - | (218,799,442 | ) | - | (218,801,630 | ) | |||||||||||||||||
| Net income | - | - | - | - | - | 324,994 | 324,994 | |||||||||||||||||||||
| Balance - March 31, 2019 (unaudited) | 1,119,837 | $ | 112 | 5,750,000 | $ | 575 | $ | 4,676,876 | $ | 322,439 | $ | 5,000,002 | ||||||||||||||||
Common Stock APIC Accumulated Other Comprehensive Loss Accumulated Deficit Total Shares Amount Balance—December 31, 2021 134,458,439 $ 13 $ 451,040 $ (366) $ (171,536) $ 279,151 Issuance of common stock 79,536 — 7 — — 7 Issuance of common stock under SEPA agreement, net of stock purchase discount (Note 1) 16,683,308 2 24,998 — — 25,000 Settlement on restricted stock tax withholding — — (1) — — (1) Stock based compensation — — 863 — — 863 Other comprehensive loss — — — (374) — (374) Net loss — — — — (81,113) (81,113) Balance—March 31, 2022 151,221,283 $ 15 $ 476,907 $ (740) $ (252,649) $ 223,533 Common Stock APIC Accumulated Other Comprehensive Loss Accumulated Deficit Total Shares Amount Balance—December 31, 2020 126,911,861 $ 12 $ 377,253 $ — $ (181,567) $ 195,698 Issuance of common stock 3,617,286 1 36,626 — — 36,627 Stock based compensation — — 4,456 — — 4,456 Other comprehensive loss — — — (304) — (304) Net income — — — — 92,109 92,109 Balance—March 31, 2021 130,529,147 $ 13 $ 418,335 $ (304) $ (89,458) $ 328,586 3Three Months Ended March 31, 2022 2021 Cash flows from operating activities: Net (loss) Income $ (81,113) $ 92,109 Adjustments to reconcile net (loss) income to net cash used in operating activities: Depreciation and amortization 1,098 505 Amortization of investment premium paid 148 420 Allowance for expected credit loss 3 — Stock-based compensation 863 4,456 Inventory provision 3,300 392 Change in fair value of public and private placement warrants (1,271) (116,125) Acquisition of in-process research and development (Note 1) 35,402 — Loss in equity method investments 271 643 Non-cash lease expense - operating leases 692 58 Non-cash lease expense - finance leases 169 71 Other 342 (533) Changes in operating assets and liabilities: Accounts receivable (1,135) (603) Inventories (304) (1,144) Prepaid inventories (4,436) (58) Prepaid and other current assets (3,713) (7,963) Accounts payable 6,470 2,630 Accrued expenses 1,876 250 Contract liabilities (53) 857 Operating lease liabilities (177) (60) Other, net 1,529 (77) Net cash used in operating activities (40,039) (24,172) Cash flows from investing activities: Purchase of investments — (281,124) Proceeds from maturities of investments 1,483 32,318 Proceeds from sales of investments 69,413 1,300 Equity method investment — (4,000) Asset acquisition, net of cash acquired (Note 14) (34,035) — Capital expenditures (2,940) (1,617) Net cash provided by (used in) investing activities 33,921 (253,123) Cash flows from financing activities: Issuance of common stock under the SEPA, net of stock purchase discount (Note 1) 25,000 — Exercise of stock options 7 4,681 Exercise of stock warrants — 21,526 Settlement on restricted stock withholding (1) — Principal portion of finance lease liabilities (196) (76) Net cash provided by financing activities 24,810 26,131
STATEMENT OF CASH FLOWS
(UNAUDITED)
| For the three months ended | ||||
| March 31, 2019 | ||||
| Cash Flows from Operating Activities: | ||||
| Net income | $ | 324,994 | ||
| Gain on marketable securities (net), dividends and interest, held in Trust Account | (705,214 | ) | ||
| Changes in operating assets and liabilities: | ||||
| Prepaid expenses | (206,820 | ) | ||
| Accounts payable | 153,717 | |||
| Accrued expenses | 5,000 | |||
| Due to related parties | (40,381 | ) | ||
| Franchise tax payable | 50,000 | |||
| Income tax payable | 137,791 | |||
| Net cash used in operating activities | (280,913 | ) | ||
| Cash Flows from Investing Activities | ||||
| Purchase of marketable securities held in Trust Account | (228,997,905 | ) | ||
| Net cash used in investing activities | (228,997,905 | ) | ||
| Cash Flows from Financing Activities: | ||||
| Proceeds received under loans from related parties | 38,501 | |||
| Repayment of loans to related parties | (113,501 | ) | ||
| Proceeds from issuance of Class B common stock to anchor investors | 2,313 | |||
| Proceeds received from initial public offering, gross | 230,000,000 | |||
| Proceeds received from private placement | 6,900,000 | |||
| Offering costs paid | (4,600,000 | ) | ||
| Net cash provided by financing activities | 232,227,313 | |||
| Net increase in cash and cash equivalents | 2,948,495 | |||
| Cash - beginning of the period | 37,044 | |||
| Cash and cash equivalents held in Trust Account - end of the period | $ | 2,985,539 | ||
| Supplemental disclosure of noncash investing and financing activities: | ||||
| Offering costs included in accrued expenses | $ | 185,000 | ||
| Offering costs included in accounts payable | $ | 73,272 | ||
| Prepaid expenses included in accrued expenses | $ | 76,426 | ||
| Forfeiture of Class B common stock from Sponsor | $ | 58 | ||
| Deferred underwriting commissions in connection with the initial public offering | $ | 8,050,000 | ||
| Deferred legal fees in connection with the initial public offering | $ | 150,000 | ||
| Reclassification of deferred offering costs to equity upon completion of the initial public offering | $ | 670,220 | ||
| Value of common stock subject to possible redemption | $ | 218,801,630 | ||
JV’s assets, including its rights under Romeo’s intellectual property, to Romeo. As a result, Romeo has recaptured all of the rights under its intellectual property that it had previously been licensed to the JV under the Intellectual Property License Agreement (the “IP License”). Consequently, we now have the right to exploit all of our intellectual property in all fields of use and all geographic markets. Further, by dissolving the JV and terminating the IP License, we also assumed full, unilateral control of our R&D budget and related activities. 1, 2022 (the “2021 Form 10-K”). our employees exercised stock options totaling 4,396 shares for total proceeds of $7 thousand. zero percent is different than the federal statutory tax rate because the Company has established a full valuation allowance against its net deferred income tax assets. As of March 31, 2022, the Company continued to record a full valuation allowance against the deferred tax asset balance as realization was uncertain. JV. As of March 31, period. conditions, except that the base monthly rent shall be adjusted to the “fair rental value” of the Premises. described above in the section titled “Liquidity Requirements”. Procedures. brand, business, prospects, financial condition and operating results. Securities. Information. Inline XBRL Taxonomy Extension Presentation Linkbase DocumentThree Months Ended March 31, 2022 2021 Net change in cash, cash equivalents and restricted cash $ 18,692 $ (251,164) Cash, cash equivalents and restricted cash, beginning of period 25,638 293,942 Cash, cash equivalents and restricted cash, end of period $ 44,330 $ 42,778 Reconciliation of cash, cash equivalents and restricted cash to the condensed consolidated balance sheets: Cash and cash equivalents $ 41,330 $ 41,278 Restricted cash 3,000 1,500 Total cash, cash equivalents and restricted cash $ 44,330 $ 42,778 Supplemental cash flow information: Cash paid for interest $ 3 $ — Cash paid for income taxes $ — $ 10 Supplemental disclosure of non-cash investing and financing activities: Purchases of property, plant and equipment in accounts payable and accrued expenses at the end of period $ 2,625 $ 86 Finance lease right-of-use assets obtained in exchange of finance lease liabilities $ 150 $ — Write off of equity method investment in the BorgWarner JV (Note 1) $ 1,058 $ — 4Note 1 — DescriptionOrganization and Business OperationsRMG Acquisition Corp. (the “Company”) is a newly organized blank check company incorporated in Delaware on October 22, 2018 (date of inception) for the purpose of effecting a merger, capital stock exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). While the Company may pursue an acquisition opportunity in any business, industry, sector or geographical location, it intends to focus its search for a target businessBorgWarner’s Ownership in the diversified resourcesBorgWarner Romeo Power LLCindustrial materials sectors. The Company is an emerging growth companyBorgWarner formed BorgWarner Romeo Power LLC (“the JV” or “BorgWarner JV”). On October 25, 2021, BorgWarner exercised its rights under the JV Agreement to put its ownership interest in the JV to Romeo. Following agreed upon steps related to the put process, Romeo acquired BorgWarner’s 60% ownership interest in the JV pursuant to a Membership Interest Purchase Agreement (the “Purchase Agreement”) on February 4, 2022 (the “Purchase Agreement Closing Date”). Upon acquiring the additional 60% of the JV, Romeo owned 100% interest of the JV. Romeo subsequently dissolved the JV, effective February 11, 2022, and as such, the Company is subject todistributed all of the risks associated with emerging growth companies.Description Purchase Consideration Cash transferred $ 28,614 Carrying amount of the Company’s equity method investment in the JV 1,057 Transaction costs 8,446 Total $ 38,117 Description Amount Total consideration transferred $ 38,117 Cash received (3,025) Liabilities assumed 310 Acquired IPR&D $ 35,402 2019, the Company2022, we had not commenced any operations. All activity for the period from October 22, 2018 (datecash and cash equivalents, and investments of inception) through$41.3 million and $25.5 million, respectively. We have recurring losses, which have resulted in an accumulated deficit of $252.6 million as of March 31, 2019 relates to the Company’s formation and the initial public offering (“Initial Public Offering”). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company has selected December 31 as its fiscal year end.The Company’s sponsor is RMG Sponsor, LLC, a Delaware limited liability company (the “Sponsor”). The Company’s ability to commence operations is contingent upon obtaining adequate financial resources. The registration statement for the Company’s Initial Public Offering was declared effective on February 12, 2019.2022. On February 12, 2019, the Company consummated its Initial Public Offering15, 2022, we entered into a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, Ltd. (“Yorkville”), which is an affiliate of 20,000,000 units (“Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), and onFebruary 19, 2019, the underwriters fully exercised their over-allotment option to purchase 3,000,000 additional Units to cover over-allotmentsat $10.00 per Unit, generating aggregate gross proceeds of $230 million, and incurring offering costs of approximately $13.4 million, inclusive of $8.05 million in deferred underwriting commissions (Note 6). Simultaneously with the closingYorkville Advisors.Initial Public Offering,SEPA, we have the Company consummatedright, but not the private placement (“Private Placement”)obligation, to sell up to $350.0 million of 4,000,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a pricecommon equity to an affiliate of $1.50 per Private Placement Warrant in a private placementYorkville Advisors, subject to the Sponsor and the Anchor Investors (as defined in Note 3), generating gross proceeds of $6.0 million (Note 4). In connection with the full exercise of the over-allotment option by the underwriters, the Sponsor and the Anchor Investors purchased an additional 600,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, which generated additional gross proceeds of $900,000.Upon the closing of the Initial Public Offering and Private Placement, $230 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement was placed in a trust account (the “Trust Account”), located at Deutsche Bank Trust Company Americas, with American Stock Transfer & Trust Company acting as trustee, and were invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account)certain limitations, at the time of our choosing during the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or moretwo-year term of the outstanding voting securitiesagreement. During the three months ended March 31, 2022, we issued 16.7 million shares of the target or otherwise acquires a controlling interest in the target sufficientCommon Stock to Yorkville for it not to be required to register as an investment company under the Investment Company Act.5 RMG ACQUSITION CORP.NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)The Company will provide its holderscash proceeds of the outstanding Class A common stock, par value $0.0001, sold in the Initial Public Offering (the “public stockholders”)$25.0 million with the opportunity to redeem all or a portion of their Public Shares upon the completionshares issued as non-cash stock purchase discount under the SEPA. Despite the access to liquidity resulting from sales of common stock under the SEPA, as a Business Combination either (i)result of continuing anticipated operating cash outflows, capital expenditures, amounts paid to BorgWarner in connection withFebruary 2022, and costs to support future growth, we believe that substantial doubt exists regarding our ability to continue as a stockholder meeting called to approvegoing concern for 12 months from the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portiondate of the amount then inissuance of our financial statements. Although management continues to explore a range of options to further address the Trust Account (initially anticipatedCompany’s capitalization and liquidity, management cannot conclude as of the date of this filing that it is probable that additional options will become available to be $10.00 per Public Share).fund our longer range investment plans and our operating losses. The per-share amount to be distributed to public stockholders who redeem their Public Shares willconsolidated financial statements do not be reduced by the deferred underwriting commissions the Company will payinclude any adjustments relating to the underwriters (as discussed in Note 6). These Public Shares will berecoverability and classification of recorded at a redemption valueasset amounts or the amounts and classified as temporary equity uponclassification of liabilities that might result from the completionoutcome of the Initial Public Offeringthis uncertainty.the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its amended and restated certificate of incorporation, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transactions is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined below in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Sponsor has agreed to waive its redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination.Notwithstanding the foregoing, the Company’s amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Class A common stock sold in the Initial Public Offering, without the prior consent of the Company.The Sponsor and the Company’s officers and directors have agreed not to propose an amendment to the Company’s amended and restated certificate of incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their Class A common stock in conjunction with any such amendment.If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or February 12, 2021 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes as well as expenses relating to the administration of the Trust Account (less up to $100,000 of interest released to the Company to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and its Board, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless if the Company fails to complete its Business Combination within the prescribed time period.6 RMG ACQUSITION CORP.NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)The Sponsor, officers and directors have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor, officers or directors acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters of the Initial Public Offering have agreed to waive their rights to its deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.Note 2 — Summary of Significant Accounting PoliciesBasis of PresentationThe accompanying unaudited condensed interim financial statements are presented in U.S. dollars in conformity withgenerally accepted accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, the instructions to Form 10-Q, and pursuant to the rules and regulations of the SEC. Accordingly, they doSecurities and Exchange Commission (“SEC”). The condensed consolidated financial statements presented herein have not been audited by an independent registered public accounting firm, but include all material adjustments (consisting of the information and footnotes required by U.S. GAAP. Innormal recurring adjustments) which are, in the opinion of management, the unaudited condensed interim financial statements reflect all adjustments, which include only normal recurring adjustments necessary for thea fair statementpresentation of the balancesour financial position, results of operations and resultscash flows for the periods presented. Operatingperiod. These results for the three months ended March 31, 2019 are not necessarily indicative of the results that may be expectedfor any other interim period or for the year ended December 31, 2019, or any future period. These unauditedfull fiscal year.auditedconsolidated financial statements containedand notes thereto included in the Company’sour Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on March 29, 2019.Emerging Growth CompanyCompany is an “emerging growth company,” as definedpreparation of financial statements in Section 2(a) ofconformity with GAAP requires us to make certain estimates and assumptions for the Securities Act of 1933, as amended (the “Securities Act”), as modifiedreporting periods covered by the Jumpstart our Business Startups Actfinancial statements. These estimates and assumptions affect the reported amounts of 2012 (the “JOBS Act”),assets, liabilities, revenues and it may take advantageexpenses and the disclosure of certain exemptionscontingent liabilities. Actual amounts could differ from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has irrevocably elected to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, will adopt the new or revised standard at the time public companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another emerging growth company which has not opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.7 RMG ACQUSITION CORP.Class A Common Stock SubjectPossible RedemptionThe Company accountsOur Condensed Consolidated Financial Statementsits Class A commonperformance and market-based options granted in 2020 to our former Chairman and Chief Executive Officer (“CEO”), who was awarded 4,633,978 stock options at an exercise price of $6.69 per share. All shares covered by such award were subject to possible redemptiontime based, performance and market condition vesting requirements. the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at March 31, 2019, 21,880,163 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.Net Income (Loss) per Common StockThe Company complies with accounting and disclosure requirements of the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 718, Condensed Consolidated Balance Sheets As of March 31, 2021 As Previously Reported Stock-based
Compensation
AdjustmentAs Corrected (In thousands) Additional paid-in capital $ 416,308 $ 2,027 $ 418,335 Accumulated deficit (87,431) (2,027) (89,458) Condensed Consolidated Statements of Operations For the Three Months Ended March 31, 2021 As Previously Reported Stock-based
Compensation
AdjustmentAs Corrected (In thousands except share and per share data) Selling, general and administrative expenses $ 17,999 $ (2,097) $ 15,902 Total operating expenses 21,770 (2,097) 19,673 Operating loss (25,543) 2,097 (23,446) Income before income taxes and loss in equity method investments 90,665 2,097 92,762 Net Income 90,012 2,097 92,109 Net income per share Basic $ 0.70 $ 0.02 $ 0.72 Diluted 0.66 0.02 0.68 Weighted average number of shares outstanding Diluted 135,812,697 78,022 135,890,719 Condensed Consolidated Statement of Stockholders’ Equity For the Three Months Ended March 31, 2021 As Previously Reported Stock-based
Compensation
AdjustmentAs Corrected (In thousands) Additional paid-in capital - December 31, 2020 $ 373,129 $ 4,124 $ 377,253 Stock-based compensation 6,553 (2,097) 4,456 Additional paid-in capital, Balance - March 31, 2021 416,308 2,027 418,335 Accumulated deficit - December 31, 2020 (177,443) (4,124) (181,567) Net income 90,012 2,097 92,109 Accumulated deficit, Balance - March 31, 2021 (87,431) (2,027) (89,458) Condensed Consolidated Statement of Cash Flows For the Three Months Ended March 31, 2021 As Previously Reported Stock-based
Compensation
AdjustmentAs Corrected (In thousands) Cash flows from operating activities: Net income $ 90,012 $ 2,097 $ 92,109 Adjustments to reconcile net income to net cash used for operating activities: Stock-based compensation 6,553 (2,097) 4,456 260, “Earnings Per Share.” Net income (loss)606. The guidance is effective for interim and annual periods beginning after December 15, 2022, with early adoption permitted. We early adopted ASU 2021-08 on a prospective basis effective January 1, 2022 and the adoption of the new guidance did not have a material impact on our condensed consolidated financial statements and related disclosures.computedrecognized under the contracts. During the three months ended March 31, 2022, changes in contract liabilities were as follows (in thousands):Three Months Ended
March 31, 2022Beginning balance $ 384 Revenues recognized (72) Increase due to billings 19 Ending balance $ 331 dividingRomeo), and we have enforceable rights to pursue payments due under these contracts under make-whole provisions, or through customary remedies for breach of contract if the minimum quantities are not ordered. The following table presents the non-cancellable minimum purchase commitments under such contracts as of March 31, 2022 (in thousands):Contractual Minimum Purchase Commitments $ 316,629 95,379 Total $ 412,008 Revenues Expected
To be RecognizedApril 1, 2022 through December 31, 2022 $ 33,429 January 1, 2023 through December 31, 2024 278,273 Thereafter 100,306 Total $ 412,008 Three Months Ended March 31, 2022 2021 Point in time $ 11,402 $ 612 Over time 169 442 Total $ 11,571 $ 1,054 March 31, 2022 December 31, 2021 Raw materials $ 30,442 $ 35,327 Work-in-process 2,983 1,364 Finished goods 704 434 Total inventories $ 34,129 $ 37,125 incomerealizable value of inventory items is less than their carrying value. The Company then evaluates the carrying value of the remaining raw materials inventories based on the market resale value assumption using recent purchase information, supplier quotes or reputable third-party sources for market price. Work in progress is valued at an estimate of cost, including attributable overheads, based on stage of completion. During the three months ended March 31, 2022 and 2021, we recorded $3.3 million and $0.4 million inventory provision, respectively, in cost of revenues.weighted averagepilot program have not yet been finalized and reflected in an executed agreement.commonour Common Stock that may be issued pursuant to stock awards under the 2020 Plan will not exceed the sum of (x) 15,000,000 shares, plus (y) 11,290,900, the number of shares subject to outstanding duringawards under the period. The Company has not considered2016 Plan on the effectdate of the warrants soldBusiness Combination.Initial Public Offeringsection titled “Restricted Stock Units and Private Placement to purchase an aggregate of 12,266,666 Class A common stock in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury stock method.Performance-related Stock Units” below. As a result, diluted earnings per ordinary share is the same as basic earnings per ordinary share for the periods presented.The Company’s statement of operations includes a presentation of income per share for common stock subject to redemption in a manner similar to the two-class method of income per share. Net income per common stock, basic and diluted for Class A common stock is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of Class A common stock outstanding for the period. Net loss per common stock, basic and diluted for Class B common stock is calculated by dividing the net income, less income attributable to Class A common stock and any working capital loans, by the weighted average number of Class B common stock outstanding for the periods presented.8 RMG ACQUSITION CORP.NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)Reconciliation of Net Income per Common StockThe Company’s net income is adjusted for the portion of income that is attributable to Class A common stock subject to redemption, as these shares only participate in the earnings of the Trust Account (less applicable taxes) and not the income or losses of the Company. Accordingly, basic and diluted loss per Class A common stock is calculated as follows: For the three months ended March 31, 2019 Interest income and gain on marketable securities $ 708,877 Expenses available to be paid with interest income from Trust (187,848 ) Net income available to holders of Class A common stock 518,299 Net income $ 324,994 Less: Income attributable to Class A common stock (518,299 ) Net loss attributable to holders of Class B common stock $ (193,305 ) Weighted average shares outstanding of Class A common stock 22,562,500 Basic and diluted net income per share, Class A $ 0.02 Weighted average shares outstanding of Class B common stock 5,750,000 Basic and diluted net income per share, Class B $ (0.03 ) Concentration of Credit RiskFinancial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At March 31, 2019 and December 31, 2018, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.Cash and Cash EquivalentsThe Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had approximately $1.0 million and $0 in cash equivalents held in Trust Account as of March 31, 20192022, there were 9,862,090 shares remaining available for issuance under the 2020 Stock Plan.December 31, 2018, respectively.provides a reconciliationsummarizes our time-based stock option activity (dollars in thousands, except weighted average exercise prices):Number of
OptionsWeighted-
Average
Exercise
PriceWeighted-
Average
Remaining
Contractual
Life (Years)Aggregate
Intrinsic
ValueOutstanding Options, December 31, 2021 3,410,387 $ 4.13 4.7 $ 2,496 Exercised (4,396) 1.56 8 Forfeited (147,824) 4.77 — Expired (45,744) 6.04 — Outstanding Options, March 31, 2022 3,212,423 $ 4.07 3.9 $ — Exercisable and vested, March 31, 2022 3,124,911 $ 4.12 3.8 $ — cash and cash equivalents reported withinthese shares vest on the financial statements: March 31, 2019 Cash $ 1,982,511 Restricted cash equivalents held in Trust Account 1,003,028 Total cash, cash equivalents shown in the statement of cash flows $ 2,985,539 9 RMG ACQUSITION CORP.NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)Marketable Securities Held in Trust AccountThe Company’s portfolio of marketable securities is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16)one-year anniversary of the Investment Company Act, with a maturity of 180 days or less, classified as trading securities. Trading securities are presentedvesting commencement date and the remaining shares vest equally over eight quarters thereafter.balance sheetsachievement of the either certain predetermined performance goals or market goals, and are payable in cash or shares of our Common Stock, at fair valueour election. The market based goal is measured by the 100-trading-day average stock closing price at the end of each reportingthe 2021 to 2023 performance period, and total stockholder’ return (“TSR”) of the Company relative to the TSRs of a selected public company peer group at the end of the 2022 to 2024 performance period. GainsThe performance-based goal is measured by the achievement of certain internal operations results for the first fiscal year of the respective three-year performance period commencing when the PSUs are granted. The performance-based measurements for the 2021 to 2023 performance period include backlog targets and losses resultingpercentage reductions in bill-of-material costs per Kilowatt-Hour for the fiscal year ended December 31, 2021. The performance-based measurements for the 2022 to 2024 performance period include revenue targets and percentage of first-pass manufacturing yield of certain battery modules we manufacture for the fiscal year ending December 31, 2022. The actual number of shares to be issued for the PSUs will be the higher of the market-based vesting percentage or the performance-based vesting percentage, subject to a market-based limitation, and can range from 0% to 200% of the change intarget number of shares set at the time of grant. For the period ended on December 31, 2021, the market-based valuation exceeded the performance based results. Stock-based compensation expense for the PSUs is recognized on a straight-line basis over the service period based upon the value determined using the Monte Carlo valuation method for the market goal plus an incremental value, if any, determined by expected achievement of the performance-based goals. The Monte Carlo valuation method incorporates stock price correlation and other variables over the time horizons matching the performance periods. For the performance goals measured by revenue targets and percentage of first-pass manufacturing yield of certain battery modules, management will review and assess the achievement of the performance-based goals quarterly through the performance assessment period ending December 31, 2022.these securities is includedthe PSUs granted on February 18, 2022 derived from the Monte Carlo simulation, was based, in gainpart, on on marketable securities (net), dividendsthe following assumptions:Fair Value Assumptions: Grant date stock price $2.05 Risk-free interest rate 1.67% Simulation term (in years) 3.0 Expected volatility 63.1% Dividend yield 0% Grant date fair value per share $3.27 interest, heldPSU activity during the three months ended March 31, 2022 (dollars in Trust Accountthousands, except weighted average fair values):Shares Weighted Average Fair Value Outstanding at December 31, 2021 3,824,397 $ 6.64 Granted 6,414,028 $ 2.51 Vested (75,633) $ 9.23 Forfeited (1,285,687) $ 7.57 Outstanding at March 31, 2022 8,877,105 $ 3.50 accompanying condensed statementconsolidated statements of operations. operations and comprehensive (loss) income (in thousands):Three Months Ended March 31, 2022 2021 Cost of revenues $ 220 $ 121 Research and development 765 61 Selling, general, and administrative (122) (1) 4,274 Total $ 863 (1) $ 4,456 Three Months Ended March 31, 2022 2021 Options $ 82 $ 4,456 Restricted awards (RSUs and PSUs) 781 (1) — Total $ 863 (1) $ 4,456 March 31, 2022 Weighted Average Recognition Period Options $ 123 0.46 Restricted awards (RSUs and PSUs) 27,419 2.48 Total $ 27,542 0 fair valuesannual effective tax rates to the year-to-date pre-tax income for the three months ended March 31, 2022 and 2021 and adjusting for discrete tax items recorded in each period. The Company’s overall effective tax rate of financial instruments are determined using available market information.Amortized Cost Fair Value Municipal securities $ 15,921 $ — $ (411) $ 15,510 Corporate debt securities 10,367 — (329) 10,038 $ 26,288 $ — $ (740) $ 25,548 Amortized Cost Fair Value U.S. government securities $ 28,008 $ — $ (37) $ 27,971 Municipal securities 37,370 47 (194) 37,223 Corporate debt securities 21,706 — (122) 21,584 Asset-backed securities 5,890 — (9) 5,881 U.S. agency mortgage-backed securities 4,700 — (50) 4,650 $ 97,674 $ 47 $ (412) $ 97,309 Three Months Ended March 31, 2022 2021 Gross realized gains $ 108 $ 34 Gross realized losses (450) (72) Gross realized loss, net $ (342) $ (38) Unrealized Losses
12 Months or lessUnrealized Losses
Greater than One YearTotal Fair Value Gross
Unrealized
LossesFair Value Gross
Unrealized
LossesFair Value Gross
Unrealized
LossesMunicipal securities $ — $ — $ 15,510 $ (411) $ 15,510 $ (411) Corporate debt securities 720 (31) 9,318 (298) 10,038 (329) Total $ 720 $ (31) $ 24,828 $ (709) $ 25,548 $ (740) Unrealized Losses
12 Months or LessUnrealized Losses
Greater than 12 MonthsTotal Fair Value Gross
Unrealized
LossesFair Value Gross
Unrealized
LossesFair Value Gross
Unrealized
LossesU.S. government securities $ 27,971 $ (37) $ — $ — $ 27,971 $ (37) Municipal securities 30,823 (194) — — 30,823 (194) Corporate debt securities 21,584 (122) — — 21,584 (122) Asset-backed securities 5,598 (9) — — 5,598 (9) U.S. agency mortgage-backed securities 4,650 (50) — — 4,650 (50) Total $ 90,626 $ (412) $ — $ — $ 90,626 $ (412) Amortized Cost Fair Value 1 year through 5 years $ 26,288 $ 25,548 MeasurementsASC 820, Fair Value Measurement, definesof Financial Instruments requires disclosures aboutestablishes the disclosure requirements regarding fair value measurements. Fair value is defined as the price that would be received forin the sale of an asset or paid forto transfer of a liability (an exit price) in an orderly transaction between market participants at the measurementreporting date. GAAPThe accounting guidance establishes a three-tier fair valuethree-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value.The hierarchy gives the highest priority to unadjustedvalue as follows:(Levelthat we have the ability to access at the measurement date.measurements)that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the lowest priorityasset or liability (i.e., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).unobservable inputs (Level 3 measurements). These tiers include:·Level 1, defined as observable inputs such as quoted prices for identical instrumentsadjust these liabilities for changes in active markets;·Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and·Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.ASC 825,Financial Instruments, requires all entities to disclose the fair value of financial instruments, both assets and liabilities for which it is practicable to estimate fair value. As of March 31, 2019 and December 31, 2018, the recorded values of cash and cash equivalents, prepaid expenses, accounts payable, and accrued expenses approximate the fair values due to the short-term nature of the instruments. The Company’s portfolio of marketable securities is comprised of investments in U.S. Treasury securities with an original maturity of 180 days or less. The fair value for trading securities is determined using quoted market prices.Use of EstimatesThe preparation of the condensed interim financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed interim financial statements. Actual results could differ from those estimates.Offering CostsOffering costs consist of legal, accounting, underwriting fees and other costs incurred of approximately $13.4 million that are directly related to the Initial Public Offering. These costs were charged to stockholder’s equity upon the completion of the Initial Public Offering in February 2019.Income TaxesThe Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were deemed immaterial as of March 31, 2019 and December 31, 2018. The effective tax rate for the period of 29% exceeds the statutory rate of 21% primarily due to state and local income taxes.10 RMG ACQUSITION CORP.NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2019 and December 31, 2018. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of March 31, 2019 and December 31, 2018. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.Recent Accounting PronouncementsIn February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-02,Leases, (“ASC 842”) which amends existing guidance to require lessees to recognize assets and liabilities on the balance sheet for the rights and obligations created by long-term leases and to disclose additional quantitative and qualitative information about leasing arrangements. The new standard establishes a right-of-use model ("ROU") that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with an initial term longer than twelve months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The Company adopted ASC 842 effective January 1, 2019 and has elected the short-term lease recognition exemption for all leases that qualify. Accordingly, the Company has not recognized an ROU asset or lease liability as of March 31, 2019.In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. The ASU allows companies to exclude a down round feature when determining whether a financial instrument (or embedded conversion feature) is considered indexed to the entity’s own stock. As a result, financial instruments (or embedded conversion features) with down round features may no longer be required to be accounted classified as liabilities. A company will recognize the value of a down round feature only when it is triggered and the strike price has been adjusted downward. For equity-classified freestanding financial instruments, such as warrants, an entity will treat the value of the effect of the down round, when triggered, as a dividend and a reduction of income available to common shareholders in computing basic earnings per share. For convertible instruments with embedded conversion features containing down round provisions, entities will recognize the value of the down round as a beneficial conversion discount to be amortized to earnings. The guidance in ASU 2017-11 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company adopted this guidance in the current quarter, effective January 1, 2019. As a result, the warrants issued in February 2019, in connection with the Initial Public Offering and Private Placement were equity-classified.The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect onWarrants until the Company’s financial statements.Note 3 — Initial Public OfferingOn February 12, 2019, the Company sold 20,000,000 Units at a purchase price of $10.00 per Unit in the Initial Public Offering. Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (“Public Warrant”). On February 19, 2019, the underwriters fullywarrants are exercised, their over-allotment option to purchase 3,000,000 additional Units to cover over-allotments at $10.00 per Unit, generating additional gross proceeds of $30.0 million. Each whole Public Warrant will entitle the holder to purchase one Class A common stock at an exercise price of $11.50 per share, subject to adjustment (see Note 7).Of the Units sold in the Initial Public Offering, an aggregate of 2,530,000 Units were purchased by certain funds and accounts managed by subsidiaries of BlackRock, Inc. and certain funds and accounts managed by Alta Fundamental Advisers LLC (together, the “Anchor Investors”).11 RMG ACQUSITION CORP.NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)Note 4 — Private PlacementOn February 12, 2019, the Company sold 4,000,000 Private Placement Warrantsredeemed or cancelled. Prior to the Sponsor and the Anchor Investors at $1.50 per warrant, generating gross proceeds of $6.0 million in the Private Placement. On February 19, 2019, in connection with the full exercise of the over-allotment option by the underwriters, the Sponsor and the Anchor Investors purchased 600,000 additional Private Placement Warrants, which generated additional gross proceeds of $900,000.Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at $11.50 per share. A portion of the net proceeds from the Private Placement was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless.Note 5 — Related Party TransactionsFounder SharesOn November 6, 2018, the Sponsor purchased 7,187,500 shares (the “Founder Shares”) of the Company’s Class B common stock, par value $0.0001 per share (the “Class B common stock”), for an aggregate price of $25,000. On December 17, 2018, the Company effectuated an 0.8-for-1 reverse split of the Founder Shares, resulting in an aggregate outstanding amount of 5,750,000 Founder Shares. In January 2019, the Sponsor forfeited to the Company 575,000 Founder Shares and the Anchor Investors purchased from the Company 575,000 Founder Shares for cash consideration of approximately $2,300. Additionally, the Sponsor had agreed to forfeit up to 750,000 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters. On February 19, 2019, the underwriters fully exercised its over-allotment option; thus, these shares were no longer subject to forfeiture.The Founder Shares will automatically convert into Class A common stock on a one-for-one basis at the time of the Company’s initial Business Combination and are subject to certain transfer restrictions.Related Party Reimbursements and LoansThe Sponsor and the management agreed to cover expenses related to the Company’s formation and the Initial Public Offering (“Expenses Reimbursement”), and expected to be reimbursed upon the completion of the Initial Public Offering. The Company borrowed approximately $153,000 under the Expenses Reimbursement and fully repaid this amount to the related parties as of March 31, 2019.In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds held in the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination is not completed, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans.12 RMG ACQUSITION CORP.NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)Note 6 — Commitments & ContingenciesRegistration RightsThe holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, will be entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to Class A common stock) pursuant to a registration and shareholder rights agreement. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements.Underwriting AgreementThe Company granted the underwriters a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at $10.00 per Unit, less underwriting discounts and commissions. On February 19, 2019, the underwriters fully exercised its over-allotment option.The underwriters were entitled to an underwriting discount of $0.20 per unit, or $4.6 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or $8.05 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred underwriting commissions will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.Lease AgreementIn November 2018, the Company entered into a six-month lease agreement from January 15, 2019 to July 31, 2019 for its office space in New York. The agreement calls for a monthly rent of $10,000 and a security deposit of $20,000. The Company recorded the security deposit and January 2019 rent payment of approximately $25,000 in Prepaid expenses and other assets in the accompanying Balance Sheet as of December 31, 2018. As of March 31, 2019, $20,000 related to the security deposit was recorded in Prepaid expenses and other assets. For the three months ended March 31, 2019, the Company recorded rent expense of approximately $30,000.Deferred legal feesThe Company entered into an engagement letter to obtain legal advisory services, pursuant to which the legal counsel agreed to defer all fees until the closing of a Business Combination. As of March 31, 2019 and December 31, 2018, the Company recorded an aggregate of $450,000 and $300,000 in connection with such arrangement in deferred legal fees in the accompanying balance sheet, respectively.Note 7 — Stockholder’s EquityCommon stockClass A Common stock — The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. There were no shares of Class A common stock issued or outstanding as of December 31, 2018. As of March 31, 2019, there were 23,000,000 shares of Class A common stock issued or outstanding, including 21,880,163 share of Class A common stock subject to possible redemption.Class B Common stock — The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. On December 17, 2018, the Company effectuated an 0.8-for-1 reverse split of the Founder Shares, resulting in an aggregate outstanding amount of 5,750,000 Founder Shares. As of December 31, 2018, there were 5,750,000 shares of Class B common stock outstanding. Of the 5,750,000 Class B common stock outstanding, up to 750,000 shares were subject to forfeiture to the Company by the Sponsor for no consideration to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the holders of the Company’s Class B common stock would have collectively owned 20.0% of the Company’s issued and outstanding common stock after the Initial Public Offering. On February 19, 2019, the underwriters fully exercised its over-allotment option; thus, 750,000 shares of Class B common stock were no longer subject to forfeiture. As a result, there were 5,750,000 shares of Class B common stock outstanding as of March 31, 2019 and December 31, 2018.13 RMG ACQUSITION CORP.NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, except as required by law.The Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination on a one-for-one basis (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like), and subject to further adjustment.Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of March 31, 2019 and December 31, 2018, there were no shares of preferred stock issued or outstanding.Warrants — Upon the closing of the Initial Public Offering and Private Placement, the Company issued the Public Warrants and the Private Placement Warrants. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A common stock issuable upon exerciseredemption of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A common stock issuable upon exercise of the Public Warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration ofApril 5, 2021, the Public Warrants in accordance withwere traded on the provisionsNYSE and were recorded at fair value using the closing stock price as of the warrant agreement. Ifmeasurement date, which represents a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the sixtieth (60th) day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Level 1 fair value measurement.Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon exercisefair value of the Private Placement Warrants will not be transferable, assignable or salable until 30 days afteris established using Level 2 inputs and determined using the completionBlack-Scholes option-pricing model. The Black-Scholes option-pricing model requires inputs such as the fair value of our Common Stock, the risk-free interest rate, expected term, expected dividend yield and expected volatility. The fair value of our Common Stock is considered a Business Combination, subject to certain limited exceptions. Additionally,Level 1 input as our Common Stock is freely traded on the NYSE. The risk-free interest rate assumption is determined by using the U.S. Treasury rates of the same period as the expected term of the Private Placement Warrants, willwhich is 3.75 years. The dividend yield assumption is based on the dividends expected to be non-redeemable so longpaid over the expected life of the warrant. Our volatility is derived from several publicly traded peer companies.they are held byfollows (in thousands):March 31, 2022 Total (Level 1) (Level 2) (Level 3) Assets: Available-for-sale debt investments: Municipal securities 15,510 — 15,510 — Corporate debt securities 10,038 — 10,038 — Total $ 25,548 $ — $ 25,548 $ — Financial Liabilities: Private Placement Warrants $ 254 $ — $ 254 $ — Total $ 254 $ — $ 254 $ — December 31, 2021 Total (Level 1) (Level 2) (Level 3) Assets: Cash equivalents: U.S. Treasury Bills $ 263 $ 263 $ — $ — Subtotal $ 263 $ 263 $ — $ — Available-for-sale debt investments: U.S. government securities 27,971 — 27,971 — Municipal securities 37,223 — 37,223 — Corporate debt securities 21,584 — 21,584 — Asset-backed securities 5,881 — 5,881 — U.S. agency mortgage-backed securities 4,650 — 4,650 — Subtotal 97,309 — 97,309 — Total $ 97,572 $ 263 $ 97,309 $ — Financial liabilities: Private Placement Warrants 1,526 — 1,526 — Total $ 1,526 $ — $ 1,526 $ — initial purchasers or such purchasers’ permitted transferees. Iffair value of the Private Placement Warrants are held by someone other than the Sponsor and the Company’s officers and directors or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.The Company may call the Public Warrants for redemption (except with respect to the Private Placement Warrants):·in whole and not in part;·at a price of $0.01 per warrant;·upon a minimum of 30 days’ prior written notice of redemption; and·if, and only if, the last reported last sale price of the Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.14 RMG ACQUSITION CORP.NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)Additionally, commencing ninety days after the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants (except with respect to the Private Placement Warrants) in whole and not in part, for the number of Class A common stock determined by reference to the table set forth in the Company’s prospectus relating to the Initial Public Offering based on the redemption date and the “fair market value” of the Class A common stock, upon a minimum of 30 days’ prior written notice of redemption and if, and only if, the last sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted per share splits, share dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the Public Warrant holders. The “fair market value” of the Class A common stock is the average last reported sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of Public Warrants.If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.The exercise price and number of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share capitalization, or recapitalization, reorganization, merger or consolidation. If, in connection with the closing of the initial Business Combination, the Company issues additional shares of common stock or securities convertible into or exercisable or exchangeable for shares of common stock for capital raising purposes at an issue price or effective issue price of less than $9.20 per share, the warrant exercise price will be adjusted to be equal to 115% of the price received in the new issuance. The Company adopted the provisions of ASU 2017-11 in recognizing the warrants during the three months ended March 31, 2019. As a result, this exercise price reset provision was excluded from the assessment of whether the warrants are considered indexed to the Company’s own stock. The warrants otherwise meet the requirements for equity classification, as such were initially classified in stockholder’s equity during the three months ended March 31, 2019. The Company will recognize the value of the exercise price reset provision if and when it becomes triggered, by recognizing the value of the effect of the exercise price reset as a deemed dividend and a reduction of income available to common shareholders in computing basic earnings per share.Additionally, in no event will the Company be required to net cash settle the warrants shares. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.Note 8 — Fair Value MeasurementsThe following table presents information about the Company’s assets that are measured on a recurring basis as of March 31, 20192022 and indicatesDecember 31, 2021 using the fair value hierarchyBlack-Scholes model were as follows:Fair Value Assumptions March 31, 2022 December 31, 2021 Risk-free interest rate 2.42% 1.11% Expected term (in years) 3.75 4 Expected volatility 60% 53% Dividend yield — — Fair value of common stock $1.49 $3.65 valuation techniques thatfollowing (in thousands): March 31, 2022 December 31, 2021 Accrued professional service fees $ 4,989 $ 2,225 Accrued payroll expenses 1,289 1,896 Accrued construction in progress 1,679 658 Accrued inventory 1,249 1,422 Accrued warranty expenses 880 560 Other accrued expenses 967 1,395 Total accrued expenses $ 11,053 $ 8,156 Company utilized to determine such fair value. Quoted Prices in Active
Markets Significant Other
Observable Inputs Significant Other
Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets held in Trust: U.S. Treasury Securities $ 229,703,119 $ - $ - Cash equivalents - money market funds 1,003,028 - - $ 230,706,147 $ - $ - Transfers to/from Levels 1, 2,weighted average shares outstanding during the period. The calculation of basic and 3 are recognized at the end of the reporting period. There were no transfers between levelsdiluted net (loss) income per share for the three months ended March 31, 2019.15 RMG ACQUSITION CORP.Three Months Ended March 31, 2022 2021 Net (loss) income $ (81,113) $ 92,109 Weighted average common shares outstanding – basic 135,260,665 128,788,715 Dilutive effect of potentially issuable shares — 7,102,004 Weighted average common shares outstanding – diluted 135,260,665 135,890,719 Basic net (loss) income per share $ (0.60) $ 0.72 Diluted net (loss) income per share $ (0.60) $ 0.68 Three Months Ended March 31, 2022 2021 Major Customer 1 77 % 26 % Major Customer 2 5 % 22 % Total Major Customers 82 % 48 % Joint Venture 1 % 42 % Total Major Customers 83 % 90 % Note 9 — Accrued ExpensesAccrued expenses consistMarch 31, 2022 December 31, 2021 Major Customer 1 73 % 48 % Major Customer 2 11 % 16 % Joint Venture — % 1 % Total Major Customers 84 % 65 % following: March 31, 2019 December 31, 2018 Accrued offering costs $ 185,000 $ 22,100 Accrued professional fees 5,000 - Accrued listing fees 76,426 - $ 266,426 $ 22,100 Note 10 — Subsequent EventsThe Company did not identify any subsequent eventskey components and materials used in our battery modules and packs, such as battery cells, electrical components, electromechanical components, mechanical components and enclosure materials. Some of the components used in our battery modules and packs are purchased by us from single sources. While we believe that wouldwe may be able to establish alternative supply relationships and can obtain or engineer replacement components for our single-sourced components, we may be unable to do so in the short term (or at all) at prices or quality levels that are favorable to us, which could have required adjustmenta material adverse effect on our business, financial condition, operating results, and future prospects. Furthermore, in certain cases, the establishment of an alternative supply relationship could require us to visit a new supplier’s facilities in order to qualify the supplier and perform supplier quality audits, which process may be hampered depending on travel restrictions or facility closures due to the financial statementsongoing Covid-19 pandemic. During the three months ended March 31, 2022, seven third-party suppliers of key single-sourced components and materials used in our battery modules and packs represented 23% of our total purchases during the period.disclosurethrough a distributor.Three Months Ended March 31, 2022 2021 Related party revenues - product revenues $ — $ 271 Related party revenues - service revenues 162 442 Total related party revenues 162 713 Costs associated with related party revenues - product revenues — 200 Costs associated with related party revenues - service revenues 138 389 Total costs associated with related party revenues 138 589 Gross profit associated with related party revenues $ 24 $ 124 footnotes.JV formed on June 28, 2019 (Note 5), Legacy Romeo entered into a services agreement to provide various professional services to the JV. We have also sold certain products directly to a subsidiary of BorgWarner. On February 4, 2022, we acquired BorgWarner’s ownership share in the JV, which was subsequently dissolved on February 11, 2022. For further information on our acquisition of BorgWarner’s ownership share in the JV, see Note 1. Revenues earned for services rendered to the JV and products sold to BorgWarner were presented in the table above. Accounts receivable from BorgWarner JV was zero and $0.5 million at March 31, 2022 and December 31, 2021, respectively.ItemManagement’s Discussion and Analysis of Financial Condition and Results of Operations.References to “we”, “us”, “our” or the “Company” are to RMG Acquisition Corp., except whereMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSrequires otherwise. The following discussion should be readindicates otherwise, references in conjunction with our condensed financial statements and related notes thereto included elsewhere in this report.Cautionary Note Regarding Forward-Looking StatementsThis Quarterly Report on Form 10-Q includes(this “Quarterly Report”) to the “Company,” “Romeo,” “we,” “us,” “our” and similar terms refer to Romeo Power, Inc. (f/k/a RMG Acquisition Corp.) and its consolidated subsidiaries. References to “RMG” refer to RMG Acquisition Corp. prior to the consummation of the Business Combination (as defined below) and “Legacy Romeo” refers to Romeo Systems, Inc. Section 27A of the Private Securities Litigation Reform Act of 1933, as amended, and Section 21E1995. Any statements that refer to projections, forecasts or other characterizations of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statementsevents or circumstances, including any underlying assumptions, are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “contemplate,” “intend,” “believe,” “estimate,” “continue,” “goal,” “project” or the negative of such terms or other similar expressions. There can be no assuranceterms. These statements are subject to known and unknown risks, uncertainties and assumptions that could cause actual results will notto differ materially differ from expectations. Suchthose projected or otherwise implied by the forward-looking statements, include, butincluding the following:not limitedunsuccessful in integrating potential acquired businesses and product lines;any statements relatingpricing pressures or lower product volume ordered from customers;consummate any acquisitionraise additional capital in the future if required;business combination and any other statements that are not statements of currentrisks or historical facts. These statements are based on management’s current expectations, butuncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially due to various factors, including, but not limited to:·our ability to select an appropriate target business or businesses in the diversified resources and industrial materials sectors, including the chemicals, energy services and alternatives, environmental services, metals and power sectors;·our ability to complete our initial business combination;·our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;·our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they would then receive expense reimbursements;·our potential ability to obtain additional financing to complete our initial business combination;·our pool of prospective target businesses in the diversified resources and industrial materials sectors;·failure to maintain the listing on, or the delisting of our securities from, the New York Stock Exchange (the “NYSE”) or an inability to have our securities listed on NYSE or another national securities exchange following our initial business combination;·the ability of our officers and directors to generate a number of potential investment opportunities;·our public securities’ potential liquidity and trading;·the lack of a market for our securities;·the use of the proceeds that are not held in the Trust Account or that become available to us from interest income on the Trust Account balance;·the Trust Account not being subject to claims of third parties; orour financial performance.
from what we anticipate.17We are a newly organized blank check company incorporated in Delaware on October 22, 2018 (date of inception) for the purpose of effecting a merger, capital stock exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “initial business combination”). While we may pursue an acquisition opportunity in any business, industry, sector or geographical location, it intends to focus our search for a target business in the diversified resources and industrial materials sectors. emerging growth companyenergy technology leader delivering advanced electrification solutions for complex vehicle applications. Through our energy-dense battery modules and as such,packs, we enable large-scale sustainable transportation by delivering safe, longer lasting batteries that have shorter charge times and longer life. With greater energy density, we are able to create lightweight and efficient solutions that deliver superior performance and provide improved acceleration, range and durability compared to battery packs provided by our competitors. Our modules and packs are customizable and scalable and are optimized by our proprietary battery management system (“BMS”). We believe we produce superior battery products compared to our competitors by leveraging our technical expertise and depth of knowledge of energy storage systems into high performing products that fit a wide range of demanding applications.allcertain limitations, at the time of our choosing during the two-year term of the risks associatedagreement. During the three months ended March 31, 2022, we issued 16.7 million shares of Common Stock to Yorkville for cash proceeds of $25.0 million with a portion of the shares issued as non-cash stock purchase discount under the SEPA. Despite the access to liquidity from potential sales of Common Stock under the SEPA, as a result of continuing anticipated operating cash outflows, capital expenditures, amounts paid to BorgWarner in February 2022, and costs to support future growth, we believe that substantial doubt exists regarding our ability to continue as a going concern for twelve months from the date of the issuance of our financial statements. Although management continues to explore a range of options to further address the Company’s capitalization and liquidity, management cannot conclude as of the date of this filing that it is probable that additional options will become available to fund our longer range investment plans and our operating losses. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.growth companies.as potentially qualified sources for EV applications. We are conducting our rigorous qualification and validation process on these alternative cell suppliers in order to introduce more sourcing options into our product without sacrificing necessary performance and safety. Increased demand for EVs globally has outpaced the cell production capacity of the Tier 1 Suppliers. While the Tier 1 Suppliers are increasing their output capacity in Asia and in the United States, EV battery pack manufacturers are competing for a severely limited supply of battery cells in the short and medium term. As a result of the increased demand and higher raw material costs, battery cell pricing has increased for cell purchases between 2021 and 2022. Pricing indications from our cell suppliers indicate demand may start to stabilize between 2023 and 2025, although we cannot be certain this stabilization will occur.sponsorservices revenues are primarily earned through engineering services provided to the BorgWarner JV. As discussed in Note 1 to the accompanying condensed consolidated financial statements, we acquired BorgWarner’s 60% ownership of the JV on February 4, 2022 and dissolved the JV on February 11, 2022.a Delaware limited liability company (the “sponsor”).On February 12, 2019, we consummated our initial public offering (“initial public offering”) of 20,000,000 units (“units” and, with respect to the Class A common stock included in the units being offered, the “public shares”) at $10.00 per unit, generating gross proceeds of $200 million. On February 19, 2019, the underwriters fully exercised their over-allotment option to purchase 3,000,000 additional units to cover over-allotments at $10.00 per unit, which generated additional gross proceeds of $30.0 million. We incurred offering costs of approximately $13.4 million, inclusive of $8.05 million in deferred underwriting commissions.Simultaneously with the closing of the initial public offering, we consummated the private placement (“private placement”) of 4,000,000 warrants (each, a “private placement warrant” and collectively, the “private placement warrants”) at a price of $1.50 per private placement warrant in a private placement to the sponsor and the certain funds and accounts managed by subsidiaries of BlackRock, Inc., and certain funds and accounts managed by Alta Fundamental Advisers LLC (together,LLC. The Company re-measures the “Anchor Investors”), generating gross proceeds of $6.0 million. In connection with the full exercisefair value of the over-allotment option byPublic and Private Placement Warrants at each reporting period.underwriters,redemption of all of the sponsor andoutstanding Public Warrants to purchase shares of our Common Stock. On April 5, 2021, all the Anchor Investors purchased an additional 600,000outstanding Public Warrants were redeemed. As a result, we only had change in fair value of private placement warrants at a pricefor the three months ended March 31, 2022.$1.50 per private placement warrant, which generated additional gross proceeds of $900,000.Upon the closing of the initial public offering and private placement (including the exercise of the over-allotment option), $230.0 million ($10.00 per unit)our proportional share of the net proceedslosses of our equity method investments. For the three and three months ended March 31, 2022 and 2021, these losses relate only to the BorgWarner JV, in which we held a 40% ownership interest until we purchased the remaining 60% of ownership from BorgWarner on February 4, 2022 and then dissolved the JV on February 11, 2022. See Note 1 to the accompanying condensed consolidated financial statements for further information on our acquisition of the sale of the unitsBorgWarner’s ownership share in the initial public offering and the private placement was placed in a trust account (the “Trust Account”), located at Deutsche Bank Trust Company Americas, with American Stock Transfer & Trust Company acting as trustee, and were invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less, until the earlier of: (i) the completion of an initial business combination and (ii) the distribution of the Trust Account as described below.If we are unable to complete an initial business combination within 24 months from the closing of the initial public offering, or February 12, 2021, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay our franchise and income taxes as well as expenses relating to the administration of the Trust Account (less up to $100,000 of interest released to us to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and its Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless if we fail to complete the initial business combination within the prescribed time period.Liquidity and Capital Resources2019, we had2022, there were no significant activities related to Heritage Battery Recycling, LLC (“HBR”). Therefore, during the three months ended March 31, 2022 and 2021, there are no profits or losses from our equity method investment in HBR to be recognized.Three Months Ended
March 31,$ % 2022 2021 Change Change Revenues: (dollars in thousands) Product revenues $ 11,402 $ 612 $ 10,790 1763 % Service revenues 169 442 (273) (62) % Total revenues 11,571 1,054 10,517 998 % Cost of revenues: Product cost 29,116 4,438 24,678 556 % Service cost 137 389 (252) (65) % Total cost of revenues 29,253 4,827 24,426 506 % Gross loss (17,682) (3,773) (13,909) 369 % Operating expenses: Research and development 6,705 3,771 2,934 78 % Selling, general, and administrative 22,248 15,902 6,346 40 % Acquisition of in-process research and development 35,402 — 35,402 NM Total operating expenses 64,355 19,673 44,682 227 % Operating loss (82,037) (23,446) (58,591) 250 % Interest expense (39) (7) (32) 457% Change in fair value of public and private placement warrants 1,271 116,125 (114,854) (98.9) % Investment (loss) gain, net (37) 90 (127) (141.1) % (Loss) income before income taxes and loss in equity method investments (80,842) 92,762 (173,604) 187 % Loss in equity method investments (271) (643) 372 (58) % Provision for income taxes — (10) 10 NM Net (loss) income $ (81,113) $ 92,109 $ (173,222) 188 % $2.0$10.8 million, or 1763%, for the three months ended March 31, 2022, as compared to the same period in our operating bank account held outsidethe prior year. The increase in product revenues relates primarily to increased delivery on three supply contracts, resulting in an increase of approximately $10.0 million of product revenues for the three months ended March 31, 2022 as compared to the same period in the prior year. The term of each of the Trust Account, approximately $709,000 of interest income earned on marketable securities held in Trust Account available for tax purposes,three supply contracts will end between 2023 and a working capital of approximately $1.6 million.18Through2025. During the three months ended March 31, 2019,2022, the average selling prices per unit did not have a significant impact on revenues when compared to the same period in the prior year.liquidity needs have been satisfied through receipt of a $25,000 capital contribution fromfiscal year ending December 31, 2022. For further discussion on our sponsor in exchangebacklog, see Note 3 to the accompanying condensed consolidated financial statements.issuancethree months ended March 31, 2022, as compared to the same period in the prior year. The decline in service revenues is primarily related to the acquisition of BorgWarner’s 60% ownership on February 4, 2022 as the service revenue was primarily related to our revenue from the JV.founder shares,overhead costs that we incurred in both periods include facility rent, utilities, and depreciation of manufacturing equipment and tooling, which are fixed or semi-fixed in nature. As manufacturing activities under our supply contracts increase, we expect to achieve improved leverage on fixed and semi-fixed overhead costs. As a result of such improvement, gross loss as a percentage of product revenues decreased to 155% for the three months ended March 31, 2022, as compared to gross loss as a percentage of product revenues of 625% for the same period in the prior year.$153,000$0.3 million, or 65%, for the three months ended March 31, 2022, as compared to cost of revenues associated with service revenues for the same period in loans from our sponsor, and the proceedsprior year. The decrease is primarily due to decrease in service revenues from the consummation ofJV as discussed under “Service Revenues” above. Gross margin was 19% for the private placement not held in Trust Account. We fully repaid the loans from our sponsor as ofthree months ended March 31, 2019.Based on2022, as compared to gross margin of 12% for the foregoing, management believes that we will have sufficient working capitalsame period in the prior year.borrowing capacity to meet our needs throughDevelopment Expenseearlier of the consummation of a business combination or one year from this filing. Over this time period, we will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial business combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the business combination.Results of OperationsOur entire activity since inception was in preparation for our initial public offering, and since such offering, our activity has been limitedthree months ended March 31, 2022, as compared to the search for a prospective initial business combination, and we will not be generating any operating revenues until the closing and completion of our initial business combination. We have neither engaged in any operations nor generated any revenues to date. We will not generate any operating revenues until after completion of our initial business combination. We will generate non-operating incomesame period in the form of interest income on cashprior year. The increase was primarily attributable to a $2.5 million increase in compensation and cash equivalents. We expect to incur increased expensesbenefits as a result of being a public company (for legal,headcount increase for increased R&D activities to support ongoing technology and product development. The remaining increase was primarily due to a higher volume of materials consumed in product development activities.accounting and auditing compliance), as well as for due diligence expenses.2019,2022, the change in fair value of the Private Placement Warrants liability was a decrease of $1.3 million, resulting in the recognition of a gain related to the reduction of the carrying value of the associated liability. The decrease in the fair value of the Private Placement Warrants was primarily due to the decreases in the price of our Common Stock.hadacquired full ownership of the JV. No loss or gain in equity method investment has been recognized after February 4, 2022.approximately $325,000, which consisted of approximately $709,000 in interest earned on marketable securities held$92.1 million for the same period in the Trust Account,prior year. The decrease of $173.2 million in net income is primarily due to the one-time charge associated with the acquisition of in-process research and development and the unfavorable change in fair value of our Public and Private Placement Warrants liability as discussed above.The net loss for the first quarter also reflected increased cost of product revenues, increased R&D cost and higher SG&A expense.Three Months Ended March 31, 2022 2021 Net (loss) income $ (81,113) $ 92,109 Interest expense 39 7 Benefit from income taxes — 10 Depreciation and amortization expense 1,098 505 Amortization of investment premium paid 148 420 EBITDA (79,828) 93,051 Stock-based compensation 863 4,456 Change in fair value of public and private placement warrants (1,271) (116,125) Investment loss (gain), net 37 (90) Acquisition of in-process research and development 35,402 — Adjusted EBITDA $ (44,797) $ (18,708) approximately $196,000the following: (i) settling all of Legacy Romeo’s issued and outstanding term notes, inclusive of accrued and unpaid interest, (ii) payment of transaction costs incurred by both RMG and Legacy Romeo, and (iii) payments of deferred legal fees, underwriting commissions, and other costs incurred in connection with the initial public offering of RMG.costs, $50,000personnel, including accounting and finance, legal and human resources, as a result of becoming a public company;franchise tax expense, and approximately $138,000 in income tax expense.Related Party TransactionsFounder SharesOn November 6, 2018, a relatively new industry;sponsor purchased 7,187,500 shares (the “founder shares”)rate of development of the Company’s Class B common stock, par value $0.0001 per share (the “Class B common stock”),markets and demand for our products, including the pace of conversion to vehicle electrification and the degree of regulatory mandates and incentives that may affect the rate of conversion;aggregate priceinsurance receivable. As of $25,000. On December 17, 2018,March 31, 2022, our current liabilities were approximately $31.9 million, consisting primarily of accounts payable, accrued expenses, contract liabilities, current lease liabilities and other current liabilities. These liabilities are described in the Company effectuated an 0.8-for-1 reverse splitparagraphs below.founder shares, resultingSupply Agreement, we made a $64.7 million Prepayment to the supplier for the contract years beginning 2023 through 2028, and paid an additional $1.5 million Deposit to secure the supply of cells for 2022. These amounts will be recouped through credits received as cells are purchased. If we breach our minimum volume commitments during any applicable year, the supplier will be entitled to keep the remaining balance of the prepaid amounts for such year, as applicable.aggregate outstanding amountaccumulated deficit of 5,750,000 founder shares. In January 2019,$252.6 million as of March 31, 2022, 2021. On February 15, 2022, we entered into the sponsor forfeitedSEPA with an affiliate of Yorkville Advisors.Under terms of the SEPA, we have the right, but not the obligation, to the Company 575,000 founder shares and the Anchor Investors purchased from the Company 575,000 founder shares for cash consideration of approximately $2,300. Additionally, the sponsor had agreed to forfeitsell up to 750,000 founder shares$350 million of Common Stock to the extent that the over-allotment option is not exercised in full by the underwriters. On February 19, 2019, the underwriters fully exercised their over-allotment option; thus, these founder shares were no longeran affiliate of Yorkville Advisors, subject to forfeiture.The founder shares will automatically convert into Class A common stock on a one-for-one basiscertainCompany’s initial business combination and are subject to certain transfer restrictions.Related Party Reimbursements and LoansThe sponsor agreed to cover expenses related to our formation and the initial public offering (“expenses reimbursement”), and expected to be reimbursed upon the completiontwo-year term of the initial public offering. We borrowed approximately $153,000 underagreement. During the expenses reimbursement and fully repaid this amount to the related parties as ofthree months ended March 31, 2019.In addition, in order2022, we issued 16.7 million shares of Common Stock to finance transaction costs in connectionYorkville for cash proceeds of $25.0 million with an initial business combination, the sponsor or an affiliate of the sponsor, or certain of our officers and directors may, but are not obligated to, loan us funds as may be required (“working capital loans”). If we complete an initial business combination, we would repay the working capital loans out of the proceeds held in the Trust Account released to us. Otherwise, the working capital loans would be repaid only out of funds held outside the Trust Account. In the event that an initial business combination is not completed, we may use a portion of the proceeds held outsideshares issued as non-cash stock purchase discount under the Trust AccountSEPA. Management continues to repayexplore a range of options to further address the workingCompany’s capitalization and liquidity. If we raise funds by issuing debt securities or incurring loans, this form of financing would have rights, preferences, and privileges senior to those of holders of our Common Stock. The availability and the terms under which we can borrow additional capital loans but no proceeds held in the Trust Account wouldcould be used to repay the working capital loans. Except for the foregoing,disadvantageous, and the terms of debt securities or borrowings could impose significant restrictions on our operations. Macroeconomic conditions and credit markets could also impact the availability and cost of potential future debt financing. If we raise capital through the issuance of additional equity, such working capital loans, if any, have not been determinedsales and no written agreements exist with respect to such loans. The working capital loansissuance would either be repaid upon consummation of an initial business combination, without interest, or, atdilute the lender’s discretion, up to $1.5 million of such working capital loans may be convertible into warrantsownership interests of the post initial business combination entity at a priceexisting holders of $1.50 per warrant. The warrantsour Common Stock. There can be no assurances that any additional debt or equity financing would be identicalavailable to us or if available, that such financing would be on favorable terms to us.private placement warrants. ExceptCompany entered into a Single-Tenant Commercial Lease (the “Lease”) for approximately 215,000 square feet of office, assembly, storage, warehouse and distribution space located in Cypress, California (the “Premises”). The Company intends to use the foregoing,Premises for its corporate headquarters. On October 29, 2021, the Landlord tendered possession of the Premises to us. The monthly lease payments commenced on January 21, 2022. Under the terms of such working capital loans, if any, have not been determinedthe Lease, the Company paid the Landlord an initial base monthly rent of $210,700, or $0.98 per square foot. The monthly base rent will increase annually by approximately three percent of the then-current base rent. The Company is also responsible for its proportional share of operating expenses, real estate tax expenses, insurance charges and no written agreements existmaintenance costs, each as defined in the Lease, associated with respectthe ownership, operation, maintenance, and repair of the Premises, subject to such loans.
certain exclusions provided in the Lease (as described in the Lease).19Off-Balance Sheet Arrangements; CommitmentsContractual Obligations; Quarterly Results2019,2022, we didestimate our total unconditional contractual commitments, including inventory purchases, lease minimum payments and other contractual commitments, are $9.8 million for the nine months ended December 31, 2022, $37.7 million for the year ended December 31, 2023, $197.1 million for the year ended December 31, 2024, $195.6 million for the year ended December 31, 2025, $193.2 million for the year ended December 31, 2026 and $354.9 million thereafter. However, the amount of our purchase commitments subsequent to December 31, 2021 is not fully fixed and is subject to change based on changes in certain raw materials indexes as well the quantities of purchases we actually make.Three Months Ended March 31, 2022 2021 Cash, cash equivalents and restricted cash at beginning of period $ 25,638 $ 293,942 Operating activities: Net (loss) income (81,113) 92,109 Non-cash adjustments 41,017 (110,113) Changes in working capital 57 (6,168) Net cash used in operating activities (40,039) (24,172) Net cash provided by (used in) investing activities 33,921 (253,123) Net cash provided by financing activities 24,810 26,131 Net change in cash, cash equivalents, and restricted cash 18,692 (251,164) Cash, cash equivalents and restricted cash at end of period $ 44,330 $ 42,778 any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments orbeen no material changes to our significant contractual obligations other than obligationsas previously disclosed herein. No unaudited quarterly operating data is included in this annual report,our 2021 Form 10-K, except as we have conducted no operations to date. and EstimatesThis management’sisare based onupon our financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requiresThese principles require us to make certain estimates and judgments thatassumptions. These estimates and assumptions affect the reported amounts of assets and liabilities revenues and expenses and the disclosure of contingent assets and liabilities in our financial statements. On an ongoing basis, we evaluate ouras of the balance sheet date, as well as reported amounts of revenue and expenses during the reporting period. Our most significant estimates and judgments including those related to fair value of financial instrumentinvolve our equity method investments, revenue recognition, equity valuations, private placement warrants, leases and accrued expenses. We base ourinventory. Management bases its estimates on historical experience known trends and events andon various other factors that we believeassumptions believed to be reasonable, under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.liabilities. Actual results maycould differ from those estimates.under different assumptions or conditions. The Company has identified the following as its critical accounting policies:Class A common stock subjectpolicies related to possible redemptionWe account for our Class A common stock subject to possible redemptionthem during the three months ended March 31, 2022. For a full discussion of these estimates and policies, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies” in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, Class A common stock are classified as stockholders’ equity. Our Class A common stock feature certain redemption rights that are considered to be outsideItem 7 of our control and subject2021 Form 10-K.occurrence of uncertain future events. Accordingly, at March 31, 2019, 21,880,163 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of our balance sheet.Net Income (Loss) Per Common StockWe comply with accounting and disclosure requirements of the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 260, “Earnings Per Share.” Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. We have not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 12,266,666 Class A common stock in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted earnings per ordinary share is the same as basic earnings per ordinary share for the periods presented.Our statement of operations includes a presentation of income per share for common stock subject to redemption in a manner similar to the two-class method of income per share. Net income per common stock, basic and diluted for Class A common stock is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of Class A common stock outstanding for the period. Net loss per common stock, basic and diluted for Class B common stock is calculated by dividing the net income, less income attributable to Class A common stock and any working capital loans, by the weighted average number of Class B common stock outstanding for the periods presented.Offering CostsOffering costs consist of legal, accounting, underwriting fees and other costs incurred of approximately $13.4 million that are directly related to the Initial Public Offering. These costs were charged to stockholder's equity upon the completion of the Initial Public Offering in February 2019.
accompanying condensed consolidated financial statements.20JOBS ActOn April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected to irrevocably opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we will adopt the new or revised standard at the time public companies adopt the new or revised standard. This may make comparison of our financial statements with another emerging growth company that has not opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used.Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company”, we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis), and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our initial public offering or until we are no longer an “emerging growth company,” whichever is earlier.20192022, we had cash and cash equivalents of $41.3 million, which did not consist of interest-bearing money market accounts. As of December 31, 2021, we had cash and cash equivalents of $22.6 million, consisting of interest-bearing money market accounts for which the fair market value would be affected by changes in the general level of U.S. interest rates. However, due to the short-term maturities and the low-risk profile of our investments, an immediate 10% change in interest rates would not have a material effect on the fair market value of our cash and cash equivalents.2018, we were not subject to any market or2021. Our available-for-sale debt investments are held for purposes other than trading. We monitor our interest rate risk. Followingand credit risks, including our credit exposures to specific rating categories and to individual issuers. We believe the consummationoverall credit quality of our Initial Public Offering,portfolio is strong.net proceedsaccompanying condensed consolidated financial statements.Initial Public Offering, including amountsbattery components, such as cells, electronic and mechanical parts, or raw materials used in the Trust Account, were investedproduction of such parts could harm our business.” included in U.S. government treasury bills, notes or bonds with a maturityPart I of 180 days or less or in certain money market funds that invest solely in U.S. treasuries. Due to the short-term nature of these investments, weour 2021 Form 10-K. We do not believe that there will be an associated materialuse derivatives to manage our exposure to interestfuel prices.risk.of such conversion, we are not able to quantify a related financial impact.ProceduresUnder the supervision andmanagement, including our principal executive officerChief Executive Officer and principal financial and accounting officer, we conducted an evaluationChief Financial Officer, evaluated, as of the end of the period covered by this Quarterly Report, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the fiscal quarter ended March 31, 2019, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that during the period covered by this report ourwere effective at the reasonable assurance level as of March 31, 2022.were effective.Disclosuremanagement recognized that controls and procedures, are designedno matter how well developed and operated, can provide only reasonable assurance of achieving the desired control objectives. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to ensureerror or fraud will not occur or that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reportedall control issues or instances of fraud, if any, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Company will be detected.21waswere no changechanges in our internal control over financial reporting, that occurredas defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during the fiscal quarterthree months ended March 31, 20192022 that hashave materially affected, or isare reasonably likely to materially affect, our internal control over financial reporting.II—II. OTHER INFORMATIONProceedingsNone.FactorsAsFactors.daterisks discussed in such reports, as well as additional risks and uncertainties not currently known to us or that we currently deem immaterial, could materially and adversely affect our results of operations, financial condition or prospects. During the period covered by this Quarterly Report, there have been no material changes to thein our risk factors as previously disclosed except the following:2018 Form 10-K filed withcomponents and consequently, the SEC on March 29, 2019, exceptcost of our products. There can be no assurance that we may disclose changeswill be able to such factors or disclose additional factors from time to timerecoup increasing costs of our components by increasing prices, which in turn could damage our future filings with the SEC.Proceeds from Registered SecuritiesNone.SecuritiesDisclosuresNone.InformationExhibitNumberDescriptionExhibit
No.Description Incorporation by Reference 31.13.1Exhibit 3.1 to the Current Report on Form 8-K filed on January 5, 2021 3.2 Exhibit 3.1 to the Current Report on Form 8-K filed on April 20, 2022 10.1 Exhibit 10.32 to the Annual Report on Form 10-K filed on March 1, 2022 10.2 Exhibit 10.1 to the Current Report on Form 8-K filed on February 7, 2022 10.3 Exhibit 10.1 to the Current Report on Form 8-K filed on February 16, 2022 10.4 Exhibit 10.2 to the Current Report on Form 8-K filed on March 2, 2022 31.1 Filed herewith 31.2 32.1Filed herewith 32.1 Furnished herewith 32.2 Furnished herewith 101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) 101.SCH 101.SCHInline XBRL Taxonomy Extension Schema Document 101.CAL 101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF 101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB 101.LABInline XBRL Taxonomy Extension Label Linkbase Document 101.PRE 101.PRE104 22Cover page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrantregistrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.Date: May 14, 2019RMG Acquisition Corp.By: /s/ Susan S. Brennan By:/s/ RobertSusan S. ManciniBrennanName:Robert S. ManciniTitle:President and Chief Executive Officer (Principal Executive Officer) By: /s/ Kerry A. Shiba Kerry A. Shiba Chief Financial Officer and Treasurer (Principal Financial Officer) 23