UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
NOTIFICATION
OF LATE FILING
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(Check One): |
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☒ Form 10-K
☐ Form 20-F ☐ Form 11-K
☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR |
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For Period Ended: December 31, 2022 |
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☐ Transition Report on Form 10-K |
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☐ Transition Report on Form 20-F |
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☐ Transition Report on Form 11-K |
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☐ Transition Report on Form 10-Q |
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For the Transition Period Ended: |
If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:
PART I-REGISTRANT INFORMATION
RMG Acquisition Corp. III
Full name of Registrant
N/A
Former name if Applicable
57 Ocean, 5775 Collins Avenue
Address of Principal Executive Office (Street and number)
Miami Beach, Florida 33140
City, State and Zip Code
PART
II-RULE 12b-25 (b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant
to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)
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☒ |
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(a) |
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The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
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(b) |
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The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, FORM N-CEN or Form N-CSR, or portion thereof will be filed on or before the fifteenth calendar day following the prescribed due
date; or the subject quarterly report or transition report on Form 10-Q, or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
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(c) |
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The accountants statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III - NARRATIVE
State below in reasonable detail why Form 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
RMG Acquisition Corp. III (the Company) has determined that it is unable, without unreasonable
effort or expense, to file its Annual Report on Form 10-K for the year ended December 31, 2022 (the Annual Report) by the prescribed due date for the reasons described below.
The Company is unable to timely file, without unreasonable effort and expense, the Annual Report, because additional time is necessary to
complete the review of the Annual Report and of the financial statements for the year ended December 31, 2022.
The Company intends to
file the Annual Report promptly within the extension period of 15 calendar days as provided under Rule 12b-25 under the Securities Exchange Act of 1934, as amended.
Forward-Looking Statements
This notification of
late filing contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements in this filing about the Company that are not historical facts are forward-looking statements based on
the Companys current expectations, assumptions, estimates and projections. These forward-looking statements are subject to risks and uncertainties that could cause actual future events or results to differ materially from such statements.
These forward-looking statements are based on our current expectations, which may not prove to be accurate. The words believe, may, will, estimate, potential, continue,
anticipate, intend, expect, could, would, project, plan, target and similar expressions are intended to identify forward-looking statements. These
forward-looking statements include, but are not limited to, statements regarding the Companys beliefs and expectations relating to the filing of the Annual Report and the results of the ongoing review. Important factors that may cause actual
results to differ materially from those in the forward-looking statements include, but are not limited to, a material delay in the Companys financial reporting, including the possibility that the Company will not be able to file its Annual
Report within the 15-day extension permitted by the rules of the Securities and Exchange Commission, and the possibility that the ongoing review may identify errors or control deficiencies in the Companys accounting practices. The Company
disclaims and does not undertake any obligation to update or revise any forward-looking statement in this report, except as required by applicable law or regulation.
PART IV - OTHER INFORMATION
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(1) |
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Name and telephone number of person to contact in regard to this notification. |
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Wesley Sima |
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(786) |
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584-8352 |
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(Name) |
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(Area Code) |
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(Telephone Number) |
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(2) |
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Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period
that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s). ☒ Yes ☐ No |
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(3) |
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Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or
portion thereof? ☐ Yes ☒ No |
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If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. |
RMG Acquisition Corp. III
(Name of Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.
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Date: |
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March 31, 2023 |
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By: |
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/s/ Wesley Sima |
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Wesley Sima |
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Chief Financial Officer |