Form 8-K - Current report

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): May 9, 2024 (May 3, 2024)

RMG ACQUISITION CORP. III

(Exact name of registrant as specified in its charter)

Cayman Islands		001-40013		98-1574120
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

57 Ocean, Suite 403

5775 Collins Avenue

Miami Beach, Florida

33140

(Address of principal executive offices)

(Zip Code)

(786) 359-4103

(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:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

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:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-fifth of one redeemable warrant	RMGCU	The Nasdaq Stock Market LLC
Class A ordinary shares included as part of the units	RMGC	The Nasdaq Stock Market LLC
Redeemable warrants included as part of the units	RMGCW	The Nasdaq Stock Market LLC

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 ☒

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. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 3, 2024, Wesley Sima resigned as Chief Financial Officer of RMG Acquisition Corp. III (the “Company”). His decision to resign was not due to any dispute or disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The Company entered into a Financial Advisor Agreement (the “Consulting Agreement”) with Wesley Sima, effective May 3, 2024, under which Mr. Sima will perform consulting services as an independent contractor, including evaluating potential business combinations and preparing quarterly and annual reports, among other services.

SIGNATURES

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.

	RMG ACQUISITION CORP. III

Date: May 9, 2024	By:	/s/ Robert S. Mancini
	Name:	Robert S. Mancini
	Title:	Chief Executive Officer and Chairman

Cover	May 03, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 03, 2024
Entity File Number	001-40013
Entity Registrant Name	RMG ACQUISITION CORP. III
Entity Central Index Key	0001838108
Entity Tax Identification Number	98-1574120
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	57 Ocean, Suite 403
Entity Address, Address Line Two	5775 Collins Avenue
Entity Address, City or Town	Miami Beach
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33140
City Area Code	786
Local Phone Number	359-4103
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units, each consisting of one Class A ordinary share and one-fifth of one redeemable warrant
Title of 12(b) Security	Units, each consisting of one Class A ordinary share and one-fifth of one redeemable warrant
Trading Symbol	RMGCU
Security Exchange Name	NASDAQ
Class A ordinary shares included as part of the units
Title of 12(b) Security	Class A ordinary shares included as part of the units
Trading Symbol	RMGC
Security Exchange Name	NASDAQ
Redeemable warrants included as part of the units
Title of 12(b) Security	Redeemable warrants included as part of the units
Trading Symbol	RMGCW
Security Exchange Name	NASDAQ