Filed pursuant to Rule
424(b)(3)
Registration No.
333-252190
PROSPECTUS SUPPLEMENT NO.
1
(to Prospectus dated January 26,
2021)
Romeo
Power, Inc.
Up to 62,150,554 Shares of Common
Stock
Up to 12,266,648 Shares of Common
Stock Issuable Upon Exercise of Warrants
Up to 4,763,058
Warrants
This prospectus supplement
supplements the prospectus dated January 26, 2021 (the
“Prospectus”), which forms a part of our registration statement on
Form S-1 (No. 333-252190). This prospectus supplement is being
filed to update and supplement the information in the Prospectus
with the information contained in our current report on Form 8-K,
filed with the Securities and Exchange Commission on February 16,
2021 (the “Current Report”). Accordingly, we have attached the
Current Report to this prospectus supplement.
The Prospectus and this prospectus
supplement relate to the issuance by us of up to an aggregate of up
to 12,266,648 shares of our common stock, $0.0001 par value per
share (“Common Stock”), which consists of (i) up to 4,600,000
shares of Common Stock that are issuable upon the exercise of
4,600,000 warrants (the “Private Warrants”) originally issued in a
private placement in connection with the initial public offering of
RMG Acquisition Corp., a Delaware corporation (“RMG”), by the
holders thereof, and (ii) up to 7,666,648 shares of Common
Stock that are issuable upon the exercise of 7,666,648 warrants
(the “Public Warrants” and, together with the Private Warrants, the
“Warrants”) originally issued in the initial public offering of
RMG, by the holders thereof.
The Prospectus and this prospectus
supplement also relate to the offer and sale from time to time by
the selling securityholders (including their transferees, donees,
pledgees and other successors-in-interest) named in the Prospectus
of (i) up to 62,150,554 shares of Common Stock (including up
to 4,600,000 shares of Common Stock that may be issued upon
exercise of the Private Warrants and 163,058 shares of Common Stock
that may be issued upon exercise of 163,058 Public Warrants) and
(ii) up to 4,763,058 Warrants, which consists of up to
4,600,000 Private Warrants and up to 163,058 Public
Warrants.
Our Common Stock and Public Warrants
are listed on the New York Stock Exchange under the symbols
“RMO” and “RMO.WT,” respectively. On February 12, 2021, the
closing price of our Common Stock was $16.75 and the closing price
for our Public Warrants was $6.00.
This prospectus supplement updates
and supplements the information in the Prospectus and is not
complete without, and may not be delivered or utilized except in
combination with, the Prospectus, including any amendments or
supplements thereto. This prospectus supplement should be read in
conjunction with the Prospectus and if there is any inconsistency
between the information in the Prospectus and this prospectus
supplement, you should rely on the information in this prospectus
supplement.
See the section entitled “Risk
Factors” beginning on page 7 of the Prospectus to read about
factors you should consider before buying our
securities.
Neither the Securities and
Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this
prospectus supplement or the Prospectus is truthful or complete.
Any representation to the contrary is a criminal
offense.
The date of this prospectus
supplement is February 16, 2021
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO
SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE
ACT OF 1934
Date of Report (Date of earliest event reported): February 16,
2021
Romeo Power, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-38795 |
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83-2289787 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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4380 Ayers Avenue
Vernon, CA 90058
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90058 |
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offices) |
(Zip
Code) |
(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):
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
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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)) |
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common stock, par value $0.0001 per share |
RMO |
New York Stock Exchange |
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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
On February 16, 2021, Romeo
Power, Inc. (the “Company”) issued a press release announcing the
redemption of all of the outstanding public warrants to purchase
shares of its common stock, $0.0001 par value per share, that were
issued under the Warrant Agreement, dated February 7, 2019, by and
between the Company (formerly known as RMG Acquisition Corp.) and
American Stock Transfer & Trust Company, LLC, as warrant agent,
as part of the units sold in the initial public offering of RMG
Acquisition Corp. A copy of the press release is filed as Exhibit
99.1 hereto and is incorporated herein by reference.
A copy of the Notice of
Redemption delivered by the Company is filed as Exhibit 99.2 hereto
and is incorporated herein by reference.
None of this Current Report
on Form 8-K, the press release attached hereto as Exhibit 99.1 or
the Notice of Redemption attached hereto as Exhibit 99.2 shall
constitute an offer to sell or the solicitation of an offer to buy
any of the Company’s securities, and shall not constitute an offer,
solicitation or sale in any jurisdiction in which such offering,
solicitation or sale would be unlawful.
| Item
9.01. |
Financial Statements and
Exhibits. |
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99.1 |
Press release, dated February 16,
2021. |
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99.2 |
Notice of Redemption, dated
February 16, 2021. |
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104 |
Cover Page Interactive Data File
(embedded within the Inline XBRL document) |
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.
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Romeo Power,
Inc. |
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| Date: February 16,
2021 |
By: |
/s/ Lionel E. Selwood, Jr. |
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Name: |
Lionel E. Selwood,
Jr. |
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Title: |
President and Chief Executive
Officer |
Exhibit 99.1
ROMEO POWER ANNOUNCES REDEMPTION OF PUBLIC WARRANTS
LOS ANGELES, CA (FEBRUARY 16, 2021) – Romeo Power, Inc.
(“Romeo Power” or the “Company”) (NYSE: RMO), an energy technology
leader delivering large-scale electrification solutions for complex
commercial applications, announced today that it will redeem all of
the outstanding public warrants to purchase shares of its common
stock, $0.0001 par value per share (“Common Stock”), that were
issued under the Warrant Agreement, dated February 7, 2019 (the
“Warrant Agreement”), by and between Romeo Power (formerly known as
RMG Acquisition Corp.) and American Stock Transfer & Trust
Company, LLC, as warrant agent, and that remain outstanding
following 5:00 p.m. New York City time on March 18, 2021 (the
“Redemption Date”), for a redemption price of $0.01 per warrant.
Warrants that were issued under the Warrant Agreement in a
private placement and are still held by the initial holders thereof
or their permitted transferees are not subject to this
redemption.
Under the terms of the Warrant Agreement, Romeo Power is entitled
to redeem all of such outstanding public warrants if the last sales
price of the Common Stock is at least $18.00 per share on each of
twenty trading days within a thirty trading day period. This share
price performance requirement has been satisfied and American Stock
Transfer & Trust Company, LLC, in its capacity as warrant
agent, has delivered a notice of redemption to each of the
registered holders of the outstanding public warrants on behalf of
Romeo Power.
All such public warrants may be exercised by the holders thereof
until 5:00 p.m. New York City time on the Redemption Date to
purchase fully paid and non-assessable shares of Common Stock
underlying such warrants, at the exercise price of $11.50 per
share. Any such public warrants that remain unexercised following
5:00 p.m. New York City time on the Redemption Date will be void
and no longer exercisable, and the holders of those public warrants
will be entitled to receive only the redemption price of $0.01 per
warrant.
None of Romeo Power, its board of directors or employees has made
or is making any representation or recommendation to any holder of
the public warrants as to whether to exercise or refrain from
exercising any public warrants.
The shares of Common Stock issuable upon exercise of the public
warrants have been registered by Romeo Power under the Securities
Act of 1933, as amended, and are covered by a registration
statement filed on Form S-1 with, and declared effective by, the
Securities and Exchange Commission (Registration
No.333-252190).
Questions concerning redemption and exercise of the public warrants
can be directed to American Stock Transfer & Trust Company,
LLC, 6201 15th Avenue, Brooklyn, NY 11219, Email:
reorgwarrants@astfinancial.com.
No Offer or Solicitation
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any offer of any
of Romeo Power’s securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
jurisdiction.
About Romeo Power, Inc.
Founded in 2016 and headquartered in Los Angeles, California, Romeo
Power (NYSE: RMO) is an energy technology leader delivering
large-scale electrification solutions for complex commercial
applications. The Company’s suite of advanced hardware, combined
with its innovative battery management system, delivers the safety,
performance, reliability and configurability its customers need to
succeed. Romeo Power's 113,000 square-foot manufacturing facility
brings its flexible design and development process in-house to pack
the most energy dense modules on the market. To keep up with
everything Romeo Power, please follow the Company on social
@romeopowerinc or visit https://romeopower.com.
Contacts:
For Investors
ICR, Inc.
RomeoPowerIR@icrinc.com
For Media
ICR, Inc.
RomeoPowerPR@icrinc.com
Exhibit 99.2
February 16, 2021
NOTICE OF REDEMPTION OF CERTAIN WARRANTS (CUSIP
776153116)
Dear Public Warrant Holder,
Romeo Power, Inc. (the “Company”) hereby gives notice that it is
redeeming, at 5:00 p.m. New York City time on March 18, 2021 (the
“Redemption Date”), all of the Company’s outstanding public
warrants (the “Public Warrants”) to purchase shares of the
Company’s common stock, par value $0.0001 per share (the “Common
Stock”), that were issued under the Warrant Agreement, dated
February 7, 2019 (the “Warrant Agreement”), by and between the
Company and American Stock Transfer & Trust Company, LLC, as
warrant agent (the “Warrant Agent”), as part of the units (the
“Units”) sold in the Company’s initial public offering (the “IPO”)
for a redemption price of $0.01 per Public Warrant (the “Redemption
Price”). Each Public Warrant entitles the holder thereof to
purchase one share of Common Stock for a purchase price of $11.50
per share, subject to certain adjustments. Any Public Warrants that
remain unexercised at 5:00 p.m. New York City time on the
Redemption Date will be void and no longer exercisable and their
holders will have no rights with respect to those Public Warrants,
except to receive the Redemption Price or as otherwise described in
this notice for holders who hold their Public Warrants in “street
name.” Warrants to purchase Common Stock that were issued under the
Warrant Agreement in a private placement simultaneously with the
IPO and are still held by the initial holders thereof or their
permitted transferees are not subject to this notice of
redemption.
The Public Warrants are listed on the New York Stock Exchange under
the symbol “RMO.WT” and the Common Stock is listed on the New York
Stock Exchange under the symbol “RMO”. On February 12, 2021, the
last reported sale price of the Public Warrants was $6.00 and the
last reported sale price of the Common Stock was $16.75.
TERMS OF REDEMPTION; CESSATION OF RIGHTS
The rights of the Public Warrant holders to exercise their
Public Warrants will terminate immediately prior to 5:00 p.m. New
York City time on the Redemption Date. At 5:00 p.m. New York
City time on the Redemption Date and thereafter, holders of
unexercised Public Warrants will have no rights with respect to
those warrants, except to receive the Redemption Price or as
otherwise described in this notice for holders who hold their
Public Warrants in “street name.” We encourage you to consult with
your broker, financial advisor and/or tax advisor to consider
whether or not to exercise your Public Warrants. Please note
that the act of exercising is VOLUNTARY, meaning that a holder of
Public Warrants must instruct its broker to submit its Public
Warrants for exercise.
The Company is exercising this right to redeem the Public Warrants
pursuant to Article VI of the Warrant Agreement. Pursuant to
Section 6.01 of the Warrant Agreement, the Company has the right to
redeem all of the outstanding Public Warrants if the last sales
price of the Common Stock has been at least $18.00 per share on
each of 20 trading days within any 30 trading-day period ending on
the third business day prior to the date on which a notice of
redemption is given. The last sales price of the Common Stock has
been at least $18.00 per share on each of 20 trading days within
the 30 trading-day period ending on February 10, 2021 (which is the
third business day prior to the date of this redemption
notice).
EXERCISE PROCEDURE
Public Warrant holders have until 5:00 p.m. New York City time
on the Redemption Date to exercise their Public Warrants to
purchase Common Stock. Public Warrants may only be exercised for
cash. Each Public Warrant entitles the holder thereof to
purchase one share of Common Stock at a cash price of $11.50 per
Public Warrant exercised (the “Exercise Price”).
Payment of the exercise funds may be made by wire transfer of
immediately available funds.
Those who hold their Public Warrants in “street name” should
immediately contact their broker to determine their broker’s
procedure for exercising their Public Warrants because the process
to exercise is voluntary.
Persons who are holders of record of their Public Warrants may
exercise their Public Warrants by sending:
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1. |
The Warrant Certificate; |
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2. |
A fully and properly completed “Election to Purchase” (a form
of which is attached hereto as Annex A), duly executed and
indicating, among of things, the number of Public Warrants being
exercised; and |
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3. |
The exercise funds via wire transfer, |
to the Warrant Agent:
American Stock Transfer & Trust Company, LLC
6201 15th Avenue
Brooklyn, NY 11219
Attention: Felix Orihuela
Telephone: 718-921-8380
Bank Name: JPMorgan Chase
ABA Number: 02100021
Account Number: 530-354616
Account Name: American Stock Transfer & Trust Company, LLC
The method of delivery of the Public Warrants is at the option and
risk of the holder, but if mail is used, registered mail properly
insured is suggested.
The Warrant Certificate, the fully and properly completed
Election to Purchase and the exercise funds must be received by
American Stock Transfer & Trust Company, LLC prior to 5:00 p.m.
New York City time on the Redemption Date. Subject to the
following paragraph, any failure to deliver a fully and properly
completed Election to Purchase before such time will result in such
holder’s Public Warrants being redeemed at the Redemption Price of
$0.01 per Public Warrant and not exercised.
For holders of Public Warrants who hold their warrants in “street
name,” provided that a Notice of Guaranteed Delivery and the
exercise funds are received by the Warrant Agent prior to 5:00 p.m.
New York City time on the Redemption Date, broker-dealers shall
have two business days from the Redemption Date, or 5:00 p.m. New
York City time on March 22, 2021, to deliver the Public Warrants to
the Warrant Agent. Any such Public Warrant received without the
Election to Purchase or the Notice of Guaranteed Delivery having
been duly executed and fully and properly completed or the exercise
funds being submitted will be deemed to have been delivered for
redemption (at $0.01 per Public Warrant), and not for exercise.
PROSPECTUS
A prospectus covering the Common Stock issuable upon the exercise
of the Public Warrants is included in a registration statement
filed with, and declared effective by, the Securities and Exchange
Commission (Registration No. 333-252190). The Securities and
Exchange Commission also maintains an Internet website that
contains a copy of this prospectus. The address of this site is
www.sec.gov. Alternatively, to obtain a copy of the prospectus (and
the supplements thereto), please visit our investor relations
website at investors.romeopower.com.
REDEMPTION PROCEDURE
Payment of the Redemption Price will be made by the Company upon
presentation and surrender of a Public Warrant for payment after
5:00 p.m. New York City time on the Redemption Date. Those who hold
their shares in “street name” should contact their broker to
determine their broker’s procedure for redeeming their Public
Warrants.
*****
Any questions you may have about redemption and exercising your
Public Warrants may be directed to the Warrant Agent at its address
and telephone number set forth above.
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Sincerely, |
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| Romeo
Power, Inc. |
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| /s/
Lauren Webb |
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Name:
Lauren Webb |
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| Chief
Financial Officer |
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[Signature page to the Notice of Redemption]
Annex A
Election to Purchase
(To Be Executed Upon Exercise of Warrant)
The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant Certificate, to receive ______________
shares of Common Stock and herewith tenders payment for such shares
of Common Stock to the order of Romeo Power, Inc. (f/k/a RMG
Acquisition Corp.) (the “Company”) in the amount of
$______________ in accordance with the terms hereof. The
undersigned requests that a certificate for such shares of Common
Stock be registered in the name of ______________, whose address is
_________________________ and that such shares of Common Stock be
delivered to ____________, whose address is
_________________________.
If said number of shares of Common Stock is less than all of the
shares of Common Stock purchasable hereunder, the undersigned
requests that a new Warrant Certificate representing the remaining
balance of such shares of Common Stock be registered in the name of
______________, whose address is _________________________, and
that such Warrant Certificate be delivered to ______________, whose
address is _________________________.
Date: ___________________, 2021
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Guaranteed: |
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THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND
CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 (OR ANY
SUCCESSOR RULE)).
