UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 7, 2023 (November 1, 2023)
RMG ACQUISITION CORP. III
(Exact name of registrant as specified in its charter)
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Cayman Islands
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001-40013 |
98-1574120
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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57 Ocean, Suite 403
5775 Collins Avenue
Miami Beach, Florida
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33140
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(Address of principal executive offices)
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(Zip Code)
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(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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on
which registered
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Units, each consisting of one Class A ordinary share and one-fifth of one redeemable warrant
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RMGCU
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The Nasdaq Stock Market LLC
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Class A ordinary shares included as part of the units
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RMGC
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The Nasdaq Stock Market LLC
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Redeemable warrants included as part of the units
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RMGCW
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The Nasdaq Stock Market LLC
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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 3.01. |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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On November 1, 2023, RMG Acquisition Corp. III (the “Company”) was notified by the staff of the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market
LLC (“Nasdaq”) that, following its determination that the Company did not meet the terms of an extension cure period provided under Nasdaq Listing Rule 5605(c)(4), the Staff had determined to initiate procedures to delist the Company’s securities
due to the Company’s non-compliance with the continued listing requirements as set forth in Nasdaq Listing Rule 5605(b)(1) regarding the composition of the Company’s board of directors (the “Board”) because a majority of the Board was not comprised
of independent directors.
As a result of the below-reported resignation of a member of the Board, the Company returned to compliance with Nasdaq’s continued listing requirements. On November 7,
2023, the Nasdaq issued a letter to the Company confirming that the Company is in compliance with Nasdaq’s continued listing requirements and that it has terminated its delisting procedures against the Company.
| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Director Resignation
On November 6, 2023, D. James Carpenter resigned from the Board. Mr. Carpenter’s decision to resign was not due to any dispute or disagreement with the Company on any
matter relating to the Company’s operations, policies or practices.
Appointment of Officer and Chairman
On November 7, 2023, D. James Carpenter was appointed as Executive Vice President and Robert S. Mancini was appointed as Chairman of the Board. Mr. Mancini will also
continue to serve as Chief Executive Officer of the Company.
SIGNATURES
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.
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RMG ACQUISITION CORP. III
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Date: November 7, 2023
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By:
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Name:
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Robert S. Mancini
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Title:
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Chief Executive Officer and Chairman |