United States

Securities and Exchange Commission

Washington, D.C. 20549

 

Schedule 13G

 

(Rule 13d-102)

 

Information to be Included in Statements Filed Pursuant

to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed

Pursuant to § 240.13d-2

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

(Amendment No. )*

 

Romeo Power, Inc.

(Name of Issuer)

 

Common stock, par value $0.0001 per share

(Title of Class of Securities)

 

776153108

(CUSIP Number)

 

December 31, 2020

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

CUSIP No. 776153108     Schedule 13G Page 1 of 10

 

1 Names of Reporting Persons

RMG Sponsor, LLC  
   
2 Check the Appropriate Box if a Member of a Group (a) ¨
(b) ¨
     
3 SEC Use Only
   
4 Citizenship or Place of Organization

Delaware
   
Number of Shares
Beneficially Owned by
Each Reporting Person
With
5

Sole Voting Power

     0

 

6

Shared Voting Power

     8,941,667

 

7

Sole Dispositive Power

     0

 

8

Shared Dispositive Power

     8,941,667

 

9 Aggregate Amount Beneficially Owned by Each Reporting Person

        8,941,667
   
10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares

        Not Applicable
   
11 Percent of Class Represented by Amount in Row 9

        6.8%
   
12 Type of Reporting Person

        OO (Limited Liability Company)
   

 

 

 

 

CUSIP No. 776153108     Schedule 13G Page 2 of 10

 

1 Names of Reporting Persons

MKC Investments LLC
   
2 Check the Appropriate Box if a Member of a Group (a) ¨
(b) ¨
     
3 SEC Use Only
   
4 Citizenship or Place of Organization

Delaware
   
Number of Shares
Beneficially Owned by
Each Reporting Person
With
5

Sole Voting Power

     0

 

6

Shared Voting Power

     8,941,667

 

7

Sole Dispositive Power

     0

 

8

Shared Dispositive Power

     8,941,667

 

9 Aggregate Amount Beneficially Owned by Each Reporting Person

        8,941,667
   
10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares

        Not Applicable
   
11 Percent of Class Represented by Amount in Row 9

        6.8%
   
12 Type of Reporting Person

        OO (Limited Liability Company)
   

 

 

 

 

CUSIP No. 776153108     Schedule 13G Page 3 of 10

 

1 Names of Reporting Persons

David James Carpenter
   
2 Check the Appropriate Box if a Member of a Group (a) ¨
(b) ¨
     
3 SEC Use Only
   
4 Citizenship or Place of Organization

United States
   
Number of Shares
Beneficially Owned by
Each Reporting Person
With
5

Sole Voting Power

     0

 

6

Shared Voting Power

     8,941,667

 

7

Sole Dispositive Power

     0

 

8

Shared Dispositive Power

     8,941,667

 

9 Aggregate Amount Beneficially Owned by Each Reporting Person

        8,941,667
   
10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares

        Not Applicable
   
11 Percent of Class Represented by Amount in Row 9

        6.8%
   
12 Type of Reporting Person

        IN
   

 

 

 

 

CUSIP No. 776153108     Schedule 13G Page 4 of 10

 

1 Names of Reporting Persons

Philip Kassin
   
2 Check the Appropriate Box if a Member of a Group (a) ¨
(b) ¨
     
3 SEC Use Only
   
4 Citizenship or Place of Organization

United States
   
Number of Shares
Beneficially Owned by
Each Reporting Person
With
5

Sole Voting Power

     163,058

 

6

Shared Voting Power

     8,941,667

 

7

Sole Dispositive Power

     163,058

 

8

Shared Dispositive Power

     8,941,667

 

9 Aggregate Amount Beneficially Owned by Each Reporting Person

        9,104,725
   
10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares

        Not Applicable
   
11 Percent of Class Represented by Amount in Row 9

        7.0%
   
12 Type of Reporting Person

        IN
   

 

 

 

 

CUSIP No. 776153108     Schedule 13G Page 5 of 10

 

1 Names of Reporting Persons

Robert S. Mancini
   
2 Check the Appropriate Box if a Member of a Group (a) ¨
(b) ¨
     
3 SEC Use Only
   
4 Citizenship or Place of Organization

United States
   
Number of Shares
Beneficially Owned by
Each Reporting Person
With
5

Sole Voting Power

     0

 

6

Shared Voting Power

     8,941,667

 

7

Sole Dispositive Power

     0

 

8

Shared Dispositive Power

     8,941,667

 

9 Aggregate Amount Beneficially Owned by Each Reporting Person

        8,941,667
   
10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares

        Not Applicable
   
11 Percent of Class Represented by Amount in Row 9

        6.8%
   
12 Type of Reporting Person

        IN
   

 

 

 

 

CUSIP No. 776153108     Schedule 13G Page 6 of 10

 

ITEM 1. (a) Name of Issuer:

 

Romeo Power, Inc. (the “Issuer”).

 

(b) Address of Issuer’s Principal Executive Offices:

 

4380 Ayers Avenue, Vernon, California 90058.

 

ITEM 2. (a) Name of Person Filing:

 

Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:

 

RMG Sponsor, LLC;

MKC Investments LLC;

David James Carpenter;

Philip Kassin; and

Robert S. Mancini.

 

(b)  Address or Principal Business Office:

 

The principal business address of the Reporting Persons is C/O RMG Sponsor, LLC, 50 West Street, Suite 40-C, New York, New York, 10006.

 

(c) Citizenship of each Reporting Person is:

 

Each of RMG Sponsor, LLC and MKC Investments LLC are organized under the laws of the state of Delaware. Each of the other Reporting Persons are citizens of the United States.

 

(d) Title of Class of Securities:

 

Common stock, par value $0.0001 per share (“Common Stock”).

 

(e) CUSIP Number:

 

776153108

 

ITEM 3.

 

Not applicable.

 

 

 

 

CUSIP No. 776153108     Schedule 13G Page 7 of 10

 

ITEM 4. Ownership.

 

(a-c)

 

The following sets forth, as of the date of this Schedule 13G, the aggregate number and percentage of Common Stock beneficially owned by the Reporting Persons, as well as the number of Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 126,787,151 shares of Common Stock outstanding as of December 29, 2020 based on the current report on Form 8-K filed with the Securities and Exchange Commission on January 5, 2021.

 

Reporting Person   Amount
beneficially
owned
    Percent
of class:
    Sole
power
to vote
or to
direct
the vote:
    Shared
power to
vote or to
direct the
vote:
    Sole
power to
dispose or
to direct
the
disposition
of:
    Shared
power to
dispose or
to direct
the
disposition
of:
 
RMG Sponsor, LLC     8,941,667       6.8 %     0       8,941,667       0       8,941,667  
MKC Investments LLC     8,941,667       6.8 %     0       8,941,667       0       8,941,667  
David James Carpenter     8,941,667       6.8 %     0       8,941,667       0       8,941,667  
Philip Kassin     9,104,725       7.0 %     163,058       8,941,667       163,058       8,941,667  
Robert S. Mancini     8,941,667       6.8 %     0       8,941,667       0       8,941,667  

 

RMG Sponsor, LLC is the record holder of 5,175,000 shares of Common Stock and may be deemed the beneficial owner of 3,766,667 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock held of record by RMG Sponsor, LLC. In addition, Mr. Kassin may be deemed the beneficial owner of 163,058 shares of Common Stock issuable upon the exercise of warrants to purchase Common Stock held of record by Mr. Kassin.

 

MKC Investments LLC is the sole managing member of RMG Sponsor, LLC, and Messrs. Carpenter, Mancini and Kassin are the managing members of MKC Investments LLC. As a result, each of MKC Investments LLC, and Messrs. Carpenter, Mancini, and Kassin may be deemed to share beneficial ownership of the securities beneficially owned by RMG Sponsor, LLC.

 

ITEM 5. Ownership of Five Percent or Less of a Class.

 

Not applicable.

 

ITEM 6. Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

 

ITEM 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

 

Not applicable.

 

 

 

 

CUSIP No. 776153108     Schedule 13G Page 8 of 10

 

ITEM 8. Identification and Classification of Members of the Group.

 

Not applicable.

 

ITEM 9. Notice of Dissolution of Group.

 

Not applicable.

 

ITEM 10. Certification.

 

Not applicable.

 

 

 

 

CUSIP No. 776153108     Schedule 13G Page 9 of 10

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: February 11, 2021

 

  RMG Sponsor, LLC
  By: MKC Investments LLC, its sole managing member
   
  By: /s/ Philip Kassin
  Name: Philip Kassin
  Title: President and Chief Operating Officer

 

  MKC Investments LLC
   
  By: /s/ Philip Kassin
  Name: Philip Kassin
  Title: President and Chief Operating Officer

 

  David James Carpenter
   
  /s/ David James Carpenter
   
  Philip Kassin
   
  /s/ Philip Kassin
   
  Robert S. Mancini
   
  /s/ Robert S. Mancini

 

 

 

 

CUSIP No. 776153108     Schedule 13G Page 10 of 10

 

LIST OF EXHIBITS

 

Exhibit No. Description
   
99 Joint Filing Agreement.