0001757932 false RMG Acquisition Corp. 0001757932 2020-12-29 2020-12-29 0001757932 dei:FormerAddressMember 2020-12-29 2020-12-29 0001757932 us-gaap:CommonClassAMember 2020-12-29 2020-12-29 0001757932 rmg:WarrantsToPurchaseClassCommonStockMember 2020-12-29 2020-12-29 iso4217:USD xbrli:shares iso4217:USD xbrli:shares






Washington, D.C. 20549









OF 1934


Date of Report (Date of earliest event reported): December 29, 2020



(Exact Name of Registrant as Specified in its Charter)


Delaware   001-38795   83-2289787

(State or other jurisdiction

of incorporation)



File Number)


(I.R.S. Employer

Identification No.)


4380 Ayers Avenue

Vernon, California 90058

(address of principal executive offices) (zip code)


(844) 257-8557

(Registrant’s telephone number, including area code)


RMG Acquisition Corp.

50 West Street, Suite 40-C

New York, NY 10006

(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 (see General Instruction A.2. below):


¨ 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
Common stock, par value $0.0001 per share RMO New York Stock Exchange
Redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per share RMO.WT New York Stock Exchange


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   x


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.  x







Item 7.01 Regulation FD Disclosure.


On December 29, 2020, Romeo Systems, Inc. issued a press release announcing the completion of its previously announced business combination transaction with RMG Acquisition Corp. The combined company now operates as Romeo Power, Inc. A copy of the press release is being furnished herewith as Exhibit 99.1.


The information contained in this Current Report on Form 8-K pursuant to this Item 7.01, including the exhibit attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.


No Offer or Solicitation


This communication shall neither constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.


Item 9.01. Financial Statements and Exhibits.


(d)        Exhibits. The following exhibits are filed with this Form 8-K:


Exhibit No.   Description of Exhibits
99.1   Press Release dated December 29, 2020.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)







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.


  Romeo Power, Inc.
Date: December 29, 2020 By: /s/ Lionel E. Selwood, Jr.
  Name: Lionel E. Selwood, Jr.
  Title: President and Chief Executive Officer