RMG Acquisition Corp. III Announces Liquidation
April 08 2024 - 9:42PM
Business Wire
RMG Acquisition Corp. III (the “Company”) today announced that,
because the Company will not consummate an initial business
combination within the time period required by its Fourth Amended
and Restated Memorandum and Articles of Association, the Company
intends to dissolve and liquidate, effective as of the close of
business on April 22, 2024, and will redeem all of the outstanding
shares of Class A ordinary shares that were included in the units
sold in its initial public offering (the “Public Shares”), at a
per-share redemption price of approximately $10.00.
As of the close of business on April 22, 2024, the Public Shares
will be deemed cancelled and will represent only the right to
receive the redemption amount. Record holders will receive their
pro rata portion of the proceeds of the trust account, subject to
the Company’s obligations under Cayman Islands law to provide for
claims of creditors, by delivering their Public Shares to
Continental Stock Transfer & Trust Company, the Company’s
transfer agent. Beneficial owners of Public Shares held in “street
name,” however, will not need to take any action in order to
receive the redemption amount. The redemption of the Public Shares
is expected to be completed within ten business days after April 9,
2024.
The Company’s sponsor has agreed to waive its redemption rights
with respect to (i) its outstanding Class B ordinary shares issued
prior to the Company’s initial public offering and (ii) its
3,500,000 outstanding Class A ordinary shares that were converted
from Class B ordinary shares into Class A ordinary shares on
December 26, 2023. There will be no redemption rights or
liquidating distributions with respect to the Company’s warrants,
which will expire worthless.
The Company expects that Nasdaq will file a Form 25 with the
United States Securities and Exchange Commission (the “Commission”)
to delist the Company’s securities. The Company thereafter expects
to file a Form 15 with the Commission to terminate the registration
of its securities under the Securities Exchange Act of 1934, as
amended.
FORWARD-LOOKING STATEMENTS
This press release contains statements that constitute
“forward-looking statements” within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Forward-looking
statements are based on the Company’s current expectations and are
subject to numerous conditions, risks and uncertainties, which
could cause actual results to differ materially from those
reflected in the statements, many of which are beyond the control
of the Company, including those set forth in the Risk Factors
section of the Company’s Annual Report on Form 10-K for the year
ended December 31, 2022, filed with the SEC on April 18, 2023, and
the Company’s quarterly reports on Form 10-Q filed with the SEC,
each available on the SEC’s website, www.sec.gov. Investors are
cautioned that any forward-looking statements are not guarantees of
future performance and actual results or developments may differ
materially from the projections in the forward-looking statements.
The Company undertakes no obligation to update these statements for
revisions or changes after the date of this release, except as
required by law.
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INVESTOR: Philip Kassin President & Chief Operating
Officer pkassin@rmginvestments.com +1 (786) 359-4103
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