Registration Pursuant to Securities Act Rule 462(b) of up to an Additional 20% of Securities for an Offering That Was Registe...
December 29 2020 - 8:51AM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on December 29, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
RMG ACQUISITION
CORP.
(Exact name of Registrant as specified in
its charter)
Delaware
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6770
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84-2289787
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(State or other jurisdiction of
incorporation or organization)
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(Primary standard industrial
classification code number)
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(I.R.S. Employer
Identification Number)
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50 West Street, Suite 40-C
New York, NY 10006
Telephone: (212) 785-2579
(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive offices)
Robert S. Mancini
Chief Executive Officer
50 West Street, Suite 40-C
New York, NY 10006
Telephone: (212) 785-2579
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
With copies to:
David S. Allinson
Latham & Watkins LLP
885 Third Avenue
New York, NY 10022
(212) 906-1200
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Ryan J. Maierson
Latham & Watkins LLP
811 Main Street, Suite 3700
Houston, TX 77002
(713) 546-5400
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David M. Hernand
Paul Hastings LLP
1999 Avenue of the Stars
Los Angeles, CA 90067
(310) 620-5700
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Jonathan Ko
Paul Hastings LLP
515 South Flower Street
25th Floor
Los Angeles, CA 90071
(213) 683-6000
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Approximate date of commencement of proposed sale of the
securities to the public: As soon as practicable after this Registration Statement becomes effective and the transactions contemplated
by the Agreement and Plan of Merger described in the included proxy statement/consent solicitation statement/prospectus have been
satisfied or waived.
If the securities being registered on this form are being offered
in connection with the formation of a holding company and there is compliance with General Instruction G, please check the following
box. ¨
If this form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the
same offering. x Registration No. 333-249488
If this form is a post-effective amendment filed pursuant to
Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. ¨
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging
growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
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¨
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Accelerated filer
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x
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Non-accelerated filer
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¨
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Smaller reporting company
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x
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Emerging growth company
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x
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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 7(a)(2)(B) of the Securities Act. x
If applicable, place an X in the box to designate the appropriate
rule provision relied upon in conducting this transaction:
Exchange Act Rule 13c-4(i) (Cross-Border Issuer Tender Offer) ¨
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender
Offer) ¨
CALCULATION OF REGISTRATION FEE
Title of Each Class of Security To Be Registered
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Amount To Be
Registered
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Proposed
Maximum
Offering Price
Per Security(1)
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Proposed
Maximum
Aggregate
Offering Price(1)
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Amount of
Registration
Fee(3)
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Common Stock(2)
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608,644
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$10.31
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$6,275,119.64
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$685
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Total
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608,644
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$10.31
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$6,275,119.64
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$685
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(1)
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Estimated solely for the purpose of calculating the registration fee, based on the average of the
high and low prices of RMG’s Class A common stock on October 7, 2020. This calculation is in accordance with Rule 457(f)(1)
of the Securities Act of 1933, as amended.
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(2)
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Represents additional shares of common stock to be issued by RMG to Romeo’s securityholders,
upon consummation of the Business Combination (as defined in the Prior Registration Statement) described herein, including shares
issuable pursuant to outstanding options, warrants and convertible notes, based on an exchange ratio that incorporates certain
assumptions about Romeo’s cash and debt at the closing of the Business Combination. In connection with the filing of the
Prior Registration Statement, the issuance of 95,916,029 shares of common stock of RMG was registered with the Securities and Exchange
Commission. RMG now anticipates that up to 608,644 additional shares of its common stock may be issued in connection with the Business
Combination.
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This registration statement will become
effective automatically upon filing with the Securities and Exchange Commission pursuant to Rule 462(b) under the Securities Act
of 1933, as amended.
EXPLANATORY NOTE
Pursuant to its Registration Statement on Form S-4 (Registration
No. 333-249488) (the “Prior Registration Statement”), declared effective as of December 10, 2020, RMG Acquisition
Corp. (the “Registrant”) registered an aggregate of 95,916,029 shares of its common stock and paid an aggregate fee
of $107,889. The Registrant is filing this Registration Statement on Form S-4 pursuant to General Instruction K to Form S-4 and
Rule 462(b) of the Securities Act of 1933, as amended, solely to register 608,644 additional shares of its common stock for issuance
in connection with the consummation of the merger transactions contemplated by the Agreement and Plan of Merger, dated as of October
5, 2020, by and among the Registrant, RMG Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Registrant,
and Romeo Systems, Inc., a Delaware corporation. In connection with the registration of additional shares of its common stock,
the Registrant is paying an additional registration fee of $685.
STATEMENT OF INCORPORATION BY REFERENCE
This Registration Statement incorporates by reference the contents
of the Prior Registration Statement, including all amendments, supplements and exhibits thereto and all information incorporated
or deemed to be incorporated by reference therein. Additional opinions and consents required to be filed with this Registration
Statement are listed on the Exhibit Index included with this Registration Statement.
Exhibit Index
**
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Previously filed with the registrant’s Registration Statement on Form S-4 (No. 333-249488), as amended, which was initially filed with the Securities and Exchange Commission on October 15, 2020.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of New York, in the State of New York, on the 29th day of December, 2020.
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RMG ACQUISITION CORP.
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By:
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/s/ Robert S. Mancini
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Robert S. Mancini
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Chief Executive Officer
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Pursuant to the requirements of the Securities
Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Name
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Title
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Date
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*
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Chairman of the Board
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December 29, 2020
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D. James Carpenter
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/s/ Robert S. Mancini
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Chief Executive Officer and Director
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December 29, 2020
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Robert S. Mancini
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(Principal Executive, Financial and Accounting Officer)
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*
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President, Chief Operating Officer and Director
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December 29, 2020
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Philip Kassin
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*
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Director
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December 29, 2020
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Steven P. Buffone
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*
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Director
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December 29, 2020
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W. Grant Gregory
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*
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Director
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December 29, 2020
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W. Thaddeus Miller
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*
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Director
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December 29, 2020
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Craig Broderick
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*By: /s/ Robert S. Mancini
Name: Robert S. Mancini
Title: Attorney-in-fact
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