UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 11, 2023 (May 9, 2023)
RMG ACQUISITION CORP. III
(Exact name of registrant as specified in its charter)
Cayman Islands | 001-40013 | 98-1574120 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
57 Ocean, Suite 403 5775 Collins Avenue Miami Beach, Florida | 33140 | |
(Address of principal executive offices) | (Zip Code) |
(786) 359-4103
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☒ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Units, each consisting of one Class A ordinary share and one-fifth of one redeemable warrant | RMGCU | The Nasdaq Stock Market LLC | ||
Class A ordinary shares included as part of the units | RMGC | The Nasdaq Stock Market LLC | ||
Redeemable warrants included as part of the units | RMGCW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
(i) | H2B2 will merge with and into Domesticated RMG III, with Domesticated RMG III as the surviving corporation (the “Surviving Corporation”); |
(ii) | each share of common stock, par value $0.00001 per share, of H2B2 (“H2B2 Common Stock”) issued and outstanding immediately prior to the Effective Time (other than shares of H2B2 Common Stock subject to H2B2 Options (as defined below), shares of H2B2 Common Stock held in the treasury of H2B2 and dissenting shares of H2B2) will be canceled and converted into the right to receive the applicable portion of the Aggregate Closing Date Merger Consideration (as defined below). Each holder of such issued and outstanding shares of H2B2 Common Stock as of immediately prior to the Effective Time will be entitled to receive a portion of the Aggregate Closing Date Merger Consideration equal to (A) the Exchange Ratio (as defined below), multiplied by (B) the number of shares of H2B2 Common Stock held by such holder as of immediately prior to the Effective Time; |
(iii) | each share of Domesticated RMG III Class A Stock issued and outstanding immediately prior to the Effective Time will remain as an issued and outstanding share of common stock, par value $0.0001 per share, of the Surviving Corporation (“Surviving Corporation Common Stock”); |
(iv) | a number of shares of Domesticated RMG III Class B Stock equal to the number of Founder Consideration Shares (as defined below) will convert into issued and outstanding shares of Surviving Corporation Common Stock and the remaining shares of Domesticated RMG III Class B Stock issued and outstanding will be canceled as part of the Business Combination without consideration; |
(v) | each outstanding option to purchase H2B2 Common Stock (each, a “H2B2 Option”) will be canceled and converted into the right to receive an option to purchase, upon substantially the same terms and conditions, a whole number of shares of Surviving Corporation Common Stock (rounded down to the nearest whole share) equal to the number of shares of H2B2 Common Stock subject to such H2B2 Option immediately prior to the Effective Time, multiplied by the Exchange Ratio (each, a “Surviving Corporation Option”), except that the exercise price per share for each such Surviving Corporation Option will be equal to the exercise price per share of such H2B2 Option in effect immediately prior to the Effective Time, divided by the Exchange Ratio (rounded up to the nearest full cent); and |
(vi) | upon effectiveness of the Business Combination, the Surviving Corporation will change its name to “H2B2 Electrolysis Technologies, Inc.”. |
(a) | In the event H2B2 raises capital in any Capital Raise Transaction (other than a Debt Raise Transaction) based on a pre-money valuation at or exceeding the Base Purchase Price, the Base Purchase Price will be increased on a dollar for dollar basis by an amount equal to (i) the difference between the Base Purchase Price and the actual pre-money valuation of such Capital Raise Transaction, plus (ii) the Capital Raise Amount, plus (iii) the AVR Option Amount; |
(b) | In the event H2B2 raises capital in any Capital Raise Transaction (other than a Debt Raise Transaction) based on a pre-money valuation below the Base Purchase Price, the Base Purchase Price will be (i) decreased by an amount equal to the difference between the Base Purchase Price and the actual pre-money valuation of such Capital Raise Transaction, and increased by (ii) the Capital Raise amount, plus (iii) the AVR Option Amount, in each case on a dollar for dollar basis; |
(c) | In the event H2B2 raises capital in any Debt Raise Transaction based on a Debt Transaction Pre-Money Valuation at or exceeding the Base Purchase Price, the Base Purchase Price will be increased on a dollar for dollar basis by an amount equal to (i) the difference between the Base Purchase Price and the actual Debt Transaction Pre-Money Valuation, plus (ii) the AVR Option Amount; or |
(d) | In the event H2B2 raises capital in any Debt Raise Transaction based on a Debt Transaction Pre-Money Valuation below the Base Purchase Price, the Base Purchase Price will be (i) decreased by an amount equal to the difference between the Base Purchase Price and the actual Debt Transaction Pre-Money Valuation and (ii) increased by the AVR Option Amount, in each case on a dollar for dollar basis; |
• | approval of the transactions contemplated by the Merger Agreement by the shareholders of RMG III and stockholders of H2B2; |
• | approval by the warrant holders of RMG III of an amendment to the Warrant Agreement (the “Warrant Amendment”), such that following the Warrant Amendment each outstanding RMG III Public Warrant and RMG III Private Warrant will represent the right to receive 0.075 shares of Surviving Corporation Common Stock at Closing; |
• | termination or expiration of the applicable waiting periods under the HSR Act; |
• | the absence of any legal restraints on the Closing; |
• | RMG III having at least $5,000,001 of net tangible assets; |
• | the registration statement on Form S-4 (the “Registration Statement”) to be filed with the SEC in connection with the transactions contemplated by the Merger Agreement having become effective in accordance with the provisions of the Securities Act of 1933 (the “Securities Act”), no stop order having been issued by the SEC that remains in effect with respect to the Registration Statement, and no proceeding seeking such a stop order having been threatened or initiated by the SEC that remains pending; |
• | approval for listing on the Nasdaq Capital Market (“Nasdaq”) of the Surviving Corporation Common Stock having been issued in connection with the Business Combination; and |
• | the consummation of the Capital Raise Transaction (including any PIPE Transaction) with an aggregate Capital Raise Amount equal to at least $40,000,000, excluding (a) the AVR Option Amount and (b) any capital raised by H2B2 or any of its subsidiaries at or prior to the Closing through any Capital Raise Transaction in connection with the Ardachon Share Acquisition (the “Minimum Investment Amount”). |
• | accuracy of the representations and warranties of H2B2 (subject to customary bring-down standards); |
• | performance of covenants by H2B2 in all material respects as of or prior to the Closing; |
• | absence of a Material Adverse Effect on H2B2 that is continuing after the date of the Merger Agreement; and |
• | delivery of certain documentation by H2B2 to RMG III pursuant to the Merger Agreement at the Closing, including (a) a certificate signed by an officer of H2B2, certifying that to the knowledge and belief of such officer, the other conditions have been fulfilled, (b) written resignations of all of the directors of H2B2 except for those directors continuing to serve as directors of the Surviving Corporation, (c) written evidence (reasonably satisfactory to RMG III) of the termination of the H2B2 Stockholders Agreement, (d) Registration Rights Agreement (defined below) and each Lock-Up Agreement (defined below) duly executed by the stockholders of H2B2 party thereto, (e) a letter agreement addressing certain obligations set forth in H2B2’s disclosure letter under the Merger Agreement and (f) a certificate certifying that no interest in H2B2 is, or has been during the relevant period specified in Section 897(c)(1)(A)(ii) of the Internal Revenue Code of 1986, as amended (the “Code”), a “U.S. real property interest” within the meaning of Section 897(c) of the Code, and a form of notice to the Internal Revenue Service prepared in accordance with the provisions of Treasury Regulations promulgated under the Code, Section 1.897-2(h)(2). |
• | accuracy of the representations and warranties of RMG III (subject to customary bring-down standards); |
• | performance of covenants by RMG III in all material respects as of or prior to the Closing; |
• | the Domestication having been completed; and |
• | delivery by RMG III at the Closing (a) to the appointed exchange agent, the Aggregate Closing Date Merger Consideration for distribution to stockholders of H2B2, (b) to H2B2, a certificate signed by an officer of RMG III, certifying that to the knowledge and belief of such officer, the other conditions have been fulfilled, (c) to H2B2, the Registration Rights Agreement and each Lock-Up Agreement, duly executed by RMG III and RMG Sponsor III LLC, a Delaware limited liability company (the “Sponsor”), (d) to H2B2, written resignations of all of the directors and officers of RMG III, (e) to H2B2, a time-stamped copy of the certificate issued by the Secretary of State of the State of Delaware in relation to the Domestication and (f) to H2B2, an Internal Revenue Service Form W-9 and proof of a duly filed application on Internal Revenue Service Form 8802 requesting an Internal Revenue Service Form 6166 evidencing RMG III’s status as a United States resident taxpayer for U.S. federal income tax purposes. |
Exhibit | Description |
Agreement and Plan of Merger, dated as of May 9, 2023, by and between RMG Acquisition Corp. III, and H2B2 Electrolysis Technologies, Inc.* | |
Sponsor Support Agreement, dated as of May 9, 2023, by and among RMG Acquisition Corp. III, RMG Sponsor III LLC and H2B2 Electrolysis Technologies, Inc. | |
Company Stockholder Support Agreement, dated as of May 9, 2023, by and among RMG Acquisition Corp. III, H2B2 Electrolysis Technologies, Inc. and the persons set forth on Schedule I thereto. | |
Press release, dated as of May 11, 2023 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: May 11, 2023
RMG ACQUISITION CORP. III | ||
By: | /s/ Robert S. Mancini | |
Name: | Robert S. Mancini | |
Title: | Chief Executive Officer |