UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1) 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

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

Romeo Power, Inc.

(Exact name of registrant as specified in its charter)

(844) 257-8557

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

Securities registered pursuant to Section 12(b) of the Act:

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

Introductory Note

On January 5, 2021, Romeo Power, Inc. (f/k/a RMG Acquisition Corp.), a Delaware corporation (the “Company”), filed a Current Report on Form 8-K (the “Original Report”) to report the Closing and related matters under Items 1.01, 2.01, 2.03, 3.02, 3.03, 4.01, 5.01, 5.02 and 9.01 of Form 8-K. Due to the large number of events to be reported under the specified items of Form 8-K, this Amendment No. 1 to Form 8-K is being filed to amend the Original Report to include additional matters related to the Transactions under Items 5.03 and 5.06 of Form 8-K.

Capitalized terms used herein by not defined herein have the meanings given to such terms in the Original Report.

At the Special Meeting, the Company’s stockholders approved and adopted the Second Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), which became effective upon filing with the Secretary of State of the State of Delaware on December 29, 2020. A copy of the Amended and Restated Certificate of Incorporation is included as Exhibit 3.1 to the Original Report and is incorporated herein by reference.

In connection with the consummation of the Business Combination, the Company also amended and restated its bylaws (the “Amended and Restated Bylaws”). A copy of the Amended and Restated Bylaws is included as Exhibit 3.2 to the Original Report and is incorporated herein by reference.

A description of the amendments included in the Amended and Restated Certificate of Incorporation and of the general effect of the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws upon the rights of holders of the Company’s capital stock is set forth in the sections of the Proxy Statement entitled “Proposal No. 2—The RMG Charter Proposals,” “Comparison of Stockholders’ Rights,” and “Description of RMG’s Securities After The Business Combination” beginning on page 136, page 226, and page 253, respectively, of the Proxy Statement and is incorporated herein by reference.

As a result of the Business Combination, the Company ceased being a shell company. The material terms of the Business Combination and the Merger Agreement are described in the sections of the Proxy Statement entitled “Proposal No. 1—The Business Combination Proposal” and “The Merger Agreement” beginning on page 85 and page 104, respectively, of the Proxy Statement and are incorporated herein by reference.

(d) Exhibits. The following exhibits are filed with this Current Report:

* Schedule and exhibits to this Exhibit omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

** Portions of this Exhibit have been omitted in accordance with Item 601 of Regulation S-K.

# Indicates management contract or compensatory plan or arrangement.

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.