PRIVILEGED AND CONFIDENTIAL
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SEC File Number
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001-39776
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CUSIP Number
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G76083 107
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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: March 31, 2021
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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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☐ Transition Report on N-SAR
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For the Transition Period Ended:
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Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
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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 Corporation II
Full Name of Registrant:
Not applicable.
Former
Name if Applicable:
50 West Street, Suite 40C
Address of Principal Executive Office (Street and Number):
New York, New York 10006
City, State and Zip Code:
Part II Rules 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 reason 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.
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Part III Narrative
State below in reasonable detail why Forms 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 Corporation II (the Company) has determined that it is unable, without
unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021 (the Form 10-Q) by the prescribed due date for the reasons described below.
On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the U.S. Securities and Exchange
Commission (the SEC) together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled Staff Statement on Accounting and Reporting Considerations
for Warrants Issued by Special Purpose Acquisition Companies (SPACs) (the SEC Staff Statement).
On May 11,
2021, in further consideration of the guidance in the SEC Staff Statement and Accounting Standards Codification (ASC) 815-40, Derivatives and Hedging: Contracts in an Entities Own Equity, the Company concluded that a provision in the
warrant agreement governing (i) its 11,500,000 redeemable warrants (the Public Warrants) that were included in the units issued by the Company in its initial public offering (the IPO) and (ii) the 7,026,807 warrants
(together with the Public Warrants, the Warrants) that were issued via private placement, related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the
definition of a derivative as contemplated in ASC 815, the Warrants are now recorded as derivative liabilities on the balance sheet and measured at fair value at inception (on the closing date of the IPO) and at each reporting date in accordance
with ASC 820, Fair Value Measurement, with changes in fair value recognized in the statement of operations in the period of change.
The Company is working diligently to complete the Form 10-Q as soon as possible; however, given the scope of the process for determining the
appropriate treatment of the Warrants in accordance with the SEC Staff Statement and ASC 815-40, the Company is unable to complete and file the Form 10-Q by the required due date of May 17, 2021 without unreasonable effort and expense. The Company
plans to file the Form 10-Q as soon as practicably possible.
This report may include 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. All statements, including relating to the filing of the 10-Q, other than statements of historical fact included in
this report are forward-looking statements. When used in this report, words such as anticipate, believe, estimate, expect, intend and similar expressions, as they relate to the Company or
its management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Companys management. Actual results
could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Companys filings with the SEC. All subsequent written or oral forward-looking statements attributable to the
Company or persons acting on its behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk
Factors section of the Companys Amendment No. 2 to its Annual Report on Form 10-K filed with the SEC. Copies of such filings are available on the SECs website, www.sec.gov. The Company undertakes no obligation to update these statements
for revisions or changes after the date of this release, except as required by law.
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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Philip Kassin
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(212)
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785-2579
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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.
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On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of
the SEC together issued the SEC Staff Statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies.
On May 11, 2021, in further consideration of the guidance in the SEC Staff Statement and Accounting Standards Codification (ASC)
815-40, Derivatives and Hedging: Contracts in an Entities Own Equity, the Company concluded that a provision in the warrant agreement governing the Warrants related to certain tender or exchange offers precludes the Warrants from being accounted for
as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are now recorded as derivative liabilities on the balance sheet and measured at fair value at inception (on the closing date of the
IPO) and at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in the statement of operations in the period of change.
While the Company has not generated any operating revenues to date and will not generate any operating revenues until after completion of its
initial business combination, at the earliest, the change in fair value of the Warrants is a non-cash charge and will be reflected in the Companys statement of operations. The Company currently expects to have a net gain of approximately
$5.2 million for the three months ended March 31, 2021.
In addition, there is not a corresponding period in the last fiscal
year because the Company was incorporated in July 2020.
SIGNATURE
RMG
Acquisition Corporation II has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
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RMG ACQUISITION CORPORATION II
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By:
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/s/ Philip Kassin
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Philip Kassin
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Date: May 17, 2021
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President
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