Item 8.01. Other
Events.
On June 14, 2022, Romeo
Power, Inc. (the “Company”) called to order its 2022 annual meeting of stockholders (the “Annual Meeting”). The
Company then adjourned the Annual Meeting without opening the polls on the matters that were scheduled to be submitted to a vote of the
Company’s stockholders at the Annual Meeting in order to provide additional time to solicit proxies with respect to the proposal
to amend the Company’s Second Amended and Restated Certificate of Incorporation to increase the number of shares of authorized
Common Stock from 250,000,000 to 350,000,000. The Annual Meeting has been adjourned to Thursday, June 30, 2022, at 10:00 a.m. (Pacific
Time) with respect to all proposals described in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange
Commission (the “SEC”) on April 28, 2022 (the “Proxy Statement”). No changes have been made in the proposals
to be voted on by stockholders at the Annual Meeting and described in the Proxy Statement.
The adjourned Annual Meeting will resume in a virtual format only via
live webcast on June 30, 2022, at 10:00 a.m. (Pacific Time) at www.virtualshareholdermeeting.com/RMO2022. The record date for determining
stockholders eligible to vote at the Annual Meeting will remain the close of business on April 18, 2022. Stockholders who have previously
submitted a proxy or otherwise voted and who do not want to change their vote do not need to take any action. Proxies previously submitted
with respect to the Annual Meeting will be voted on all proposals at the adjourned Annual Meeting unless properly revoked.
During the current adjournment, polls remain open and the Company continues
to solicit votes from its stockholders with respect to all proposals set forth in the Proxy Statement.
At the time the Annual Meeting was called to order, proxies had been
submitted by stockholders representing approximately 54% of the shares of the Company’s
common stock outstanding and entitled to vote at the Annual Meeting, which constituted a quorum. At the time of the Annual Meeting, votes
were sufficient to approve each of Proposals 1, 2, 3, 4 and 5 as set forth in the Proxy Statement. Although votes cast are approximately
84% in favor of Proposal 6, the Amendment to the Company’s Second Amended and Restated Certificate of Incorporation, at the time
the Annual Meeting was called to order, there were not sufficient votes to approve Proposal 6, which requires the affirmative vote of
a majority in voting power of the Company entitled to vote on the proposal.
Additional Information and Where to Find It
This Current Report on Form 8-K may be deemed to be solicitation material
in respect of the solicitation of proxies from stockholders for the adjourned Annual Meeting. The Company has filed with the SEC and made,
and will make, the Proxy Statement available to its stockholders of record on April 28, 2022. BEFORE MAKING ANY VOTING DECISION, THE COMPANY’S
STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) CAREFULLY AND IN ITS ENTIRETY BECAUSE
IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MATTERS TO BE CONSIDERED AT THE ADJOURNED ANNUAL MEETING.
Stockholders entitled to vote at the adjourned Annual Meeting may request,
and the Company will provide at no cost, a copy of the proxy materials, including any exhibits to such filings, by writing or telephoning
the Company at the following address: Corporate Secretary of Romeo Power, Inc., 4380 Ayers Ave., Vernon, CA 90058 or an oral request at
(833) 467-2237. Stockholders may also access these filings at the Company’s website under the “Investors” link at www.romeopower.com.
Participants in the Solicitation
The Company and its directors, director nominees, and executive officers
may be deemed to be participants in the solicitation of proxies from the Company’s stockholders with respect to the matters to be
considered at the adjourned Annual Meeting. Information regarding the names, affiliations, and direct or indirect interests (by security
holdings or otherwise) of these persons are described in the Proxy Statement.
Forward-Looking Statements
Certain statements in this Current Report on Form 8-K constitute forward-looking
statements, and any statements other than statements of historical fact could be deemed to be forward-looking statements. These forward-looking
statements include, but are not limited to, statements regarding the date of the Company’s adjourned Annual Meeting. These statements
are based on management's current expectations and actual results and future events may differ materially due to risks and uncertainties
detailed from time to time in filings the Company makes with the SEC, including Annual Reports on Form 10-K, Quarterly Reports on Form
10-Q, and Current Reports on Form 8-K. The Company disclaims any obligation to update information contained in these forward-looking statements,
whether as a result of new information, future events, or otherwise.