UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington,
D.C. 20549
CURRENT REPORT
PURSUANT TO
SECTION 13 OR 15(d)
OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 3, 2023
RMG ACQUISITION CORP. III
(Exact name of registrant as specified in its charter)
Cayman Islands
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001-40013
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98-1574120
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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57 Ocean, Suite 403
5775 Collins Avenue
Miami Beach, Florida
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33140
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(Address of principal executive offices)
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(Zip Code)
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading
Symbol(s)
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Name of each exchange on
which registered
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Units, each consisting of one Class A ordinary share and one-fifth of one redeemable warrant
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RMGCU
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The Nasdaq Stock Market LLC
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Class A ordinary shares included as part of the units
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RMGC
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The Nasdaq Stock Market LLC
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Redeemable warrants included as part of the units
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RMGCW
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The Nasdaq Stock Market LLC
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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 7.01
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Regulation FD Disclosure.
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On May 9, 2023, RMG Acquisition Corp. III (“RMG III”) entered
into an Agreement and Plan of Merger (the “Merger Agreement”) with H2B2 Electrolysis Technologies, Inc., a Delaware corporation (“H2B2”). The material terms and conditions of the Merger Agreement and the related ancillary agreements were previously disclosed in the Current Report on Form 8-K filed by the RMG III
with the U.S. Securities and Exchange Commission (the “SEC”) on May 12, 2023 and are incorporated by reference herein.
Attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein is the form of presentation to be used by RMG III and H2B2
in presentations for certain of RMG III’s and H2B2’s securityholders and other persons. Such exhibit and the information set forth therein shall not be deemed to be
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing
under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.
Important Information and Where to Find It
This Current Report on Form 8-K relates to a business combination between RMG III and H2B2 (the “Business Combination”). In connection with the Business Combination, RMG III has filed with the SEC a registration statement on Form S-4, which includes a preliminary proxy statement/prospectus (as amended from
time to time, the “Proxy Statement/Prospectus”). A definitive proxy statement/prospectus will be mailed to RMG III’s shareholders as of a record date to be
established for voting on the Business Combination and other matters as described in the Proxy Statement/Prospectus. The Proxy Statement/Prospectus will include information regarding the persons who may, under SEC rules, be deemed participants in the
solicitation of proxies to RMG III’s shareholders in connection with the Business Combination. RMG III will also file other documents regarding the Business Combination with the SEC. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND
SECURITY HOLDERS OF RMG III, AND OTHER INTERESTED PERSONS, ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS, THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE
BUSINESS COMBINATION, INCLUDING ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION, RMG III AND H2B2.
Investors and security holders will be able to obtain free copies of the Proxy Statement/Prospectus and all other relevant documents filed or that will be
filed with the SEC by RMG III through the website maintained by the SEC at www.sec.gov. In addition, the documents filed by RMG III may be obtained free of charge from RMG III’s website at www.rmgacquisition.com/rmgiii or by written request to RMG
III at RMG Acquisition Corp. III, 57 Ocean, Suite 403, 5775 Collins Avenue, Miami Beach, Florida.
Participants in the Solicitation
RMG III, H2B2 and certain of their respective directors and officers may be deemed to be participants in the solicitation of proxies from RMG III’s
shareholders in connection with the Business Combination. Information about RMG III’s directors and executive officers and their ownership of RMG III’s securities is set forth in RMG III's filings with the SEC, including RMG III’s Annual Report on
Form 10-K for the year ended December 31, 2022, which was filed with the SEC on April 18, 2023. Additional information regarding the interests of those persons and other persons who may be deemed participants in the Business Combination may be
obtained by reading the Proxy Statement/Prospectus regarding the Business Combination. You may obtain free copies of these documents as described in the preceding paragraph.
No Offer or Solicitation
This Current Report on Form 8-K and the information contained herein do not constitute or form part of, and should not be construed as, (i) an offer to
sell or the solicitation of an offer to buy any security, commodity or instrument or related derivative, (ii) a solicitation of a proxy, consent, vote of approval or authorization in any jurisdiction with respect to any securities or the Business
Combination or (iii) an offer or commitment to lend, syndicate or arrange a financing, underwrite or purchase or act as an agent or advisor or in any other capacity with respect to any transaction, or commit capital, or to participate in any trading
strategies. There shall not be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities in
the United States or to or for the account or benefit of U.S. persons (as defined in Regulation S under the Securities Act) shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act or an exemption
therefrom. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act.
Forward-Looking Statements
This current report on Form 8-K, including Exhibit 99.1 incorporated by reference herein, contains certain forward-looking statements within the meaning of
the federal securities laws. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. All
statements contained in this presentation that do not relate to matters of historical fact should be considered forward-looking statements. Forward-looking statements may include but are not limited to, statements relating to the consummation of the
Business Combination, the financial and business performance of H2B2, the H2B2’s anticipated results from operations in future periods and the products and services offered by H2B2, the markets in which H2B2 operates, the projects which H2B2
operates, H2B2’s customers and H2B2’s projected future results (including EBITDA, cash flow, revenue and net income). In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances,
including any underlying assumptions, are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “would,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,”
“project,” “projection,” “contemplate,” “believe,” “estimate,” “predict,” “potential”, “plan,” “pipeline,” or “continue” or the negative of these terms or other similar expressions, although not all forward-looking statements are identified by these
terms or expressions and the absence of such words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and
assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this document, including but not limited to: (a) the risk that the
Business Combination may not be completed in a timely manner or at all, which may adversely affect the price of RMG III’s securities; (b) the risk that the Business Combination may not be completed by RMG III’s business combination deadline and the
potential failure to obtain an extension of the Business Combination deadline if sought by RMG III; (c) the failure to satisfy the conditions to the consummation of the Business Combination, including the adoption of the Merger Agreement by the
shareholders of RMG III and the stockholders of H2B2, the satisfaction of the minimum trust account amount following redemptions by RMG III’s public shareholders and the receipt of certain governmental and regulatory approvals; (d) the lack of a
third-party valuation in determining whether or not to pursue the Business Combination; (e) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; (f) the effect of the announcement
or pendency of the Business Combination on H2B2’s business relationships, performance, and business generally; (g) risks that the Business Combination disrupts current plans of H2B2 or diverts management’s attention from H2B2’s ongoing business
operations and potential difficulties in H2B2 employee retention as a result of the Business Combination; (h) the outcome of any legal proceedings that may be instituted against H2B2, RMG III or their respective directors or officers related to the
Merger Agreement or the Business Combination; (i) the amount of the costs, fees, expenses and other charges related to the Business Combination; (j) the ability to maintain the listing of RMG III’s securities on the Nasdaq Capital Market; (k) the
price of RMG III’s securities may be volatile due to a variety of factors, including changes in the competitive and highly regulated industries in which H2B2 plans to operate, variations in performance across competitors, changes in laws and
regulations affecting H2B2’s business and changes in the combined capital structure; (l) the ability to implement business plans, forecasts, and other expectations after the closing of the Business Combination, and identify and realize additional
opportunities, including the conversion of pre-orders into binding orders; (m) the ability of RMG III to issue equity or equity-linked securities in connection with the Business Combination or in the future; (n) the risk of downturns in the renewable
energy industry; (o) the impact of the global COVID-19 pandemic on any of the foregoing. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk
Factors” section of RMG III’s registration statement on Form S-4, the Proxy Statement/Prospectus contained therein, RMG III’s Annual Report on Form 10-K, RMG III’s Quarterly Reports on Form 10-Q and other documents filed by H2B2 or RMG III from time
to time with the SEC. The risks and uncertainties described in such filings as well as other factors may cause actual events, results or performance to be materially different from those contained in the forward-looking statements, H2B2’s estimates
and beliefs or the estimates prepared by independent parties, and H2B2 may not actually achieve the plans, intentions or expectations disclosed in the forward-looking statements, including but not limited to the matters referred to as part of H2B2’s
pipeline and projections. The inclusion of projections in this communication should not be regarded as an indication that H2B2 and RMG III, or their representatives, considered or consider the projections to be a reliable prediction of future events.
Pro forma, projected and estimated numbers and pipelines are used for illustrative purpose only, are not forecasts and may not reflect actual results. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to
put undue reliance on forward-looking statements, and, except as required by applicable law, H2B2 and RMG III assume no obligation and do not intend to update or revise any information contained herein, including, but not limited to, any
forward-looking statements, financial projections and estimates, whether as a result of new information, future events, or otherwise. Neither H2B2 nor RMG III gives any assurance that either H2B2 or RMG III will achieve its expectations. The
inclusion of any statement in this communication does not constitute an admission by H2B2 or RMG III or any other person that the events or circumstances described in such statement are material.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
Exhibit
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Description
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Investor presentation, dated as of November 3, 2023
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURE
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.
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RMG ACQUISITION CORP. III
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By:
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/s/ Robert S. Mancini
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Name:
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Robert S. Mancini
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Title:
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Chief Executive Officer
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Dated: November 3, 2023
Disclaimer This presentation has been prepared for use by H2B2 Electrolysis
Technologies, Inc. (together with its subsidiaries and affiliates, the “Company”) and RMG Acquisition Corp. III (“RMG III”) in connection with their proposed business combination (the “Business Combination”). This presentation is intended to
provide a general overview of the business and operations of the Company and does not purport to deal with all aspects and details in respect thereof. This presentation is being delivered for informational purposes only and is being provided to
you solely in your capacity as a potential investor considering an investment in the Company or RMG III. The information contained in this presentation and any oral statements made in connection with this presentation are subject to change and do
not purport to be all inclusive or to contain all the information that a person may desire in considering an investment in the Company or RMG III and is not intended to form the basis of any investment decision in RMG III or the Company. Neither
RMG III nor the Company makes any representation or warranty, express or implied, as to the accuracy, completeness or reliability of the information contained in this presentation. Prospective investors should consult with their own legal,
regulatory, tax, business, financial and accounting advisors concerning the matters described herein, and, by accepting this presentation, you confirm that you are not relying solely upon the information contained herein to make any investment
decision and that you must make your own decisions and perform your own independent analysis of an investment in RMG III or the Company and the transactions contemplated in this presentation. The information contained in this presentation has not
been verified or revised by the auditors of the Company or RMG III. This presentation does not constitute or form part of, and should not be construed as, (i) an offer to sell or the solicitation of an offer to buy any security, commodity or
instrument or related derivative, (ii) a solicitation of a proxy, consent, vote of approval or authorization in any jurisdiction with respect to any securities or the Business Combination or (iii) an offer or commitment to lend, syndicate or
arrange a financing, underwrite or purchase or act as an agent or advisor or in any other capacity with respect to any transaction, or commit capital, or to participate in any trading strategies. There shall not be any sale of securities in any
jurisdiction in which the offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities in the United States or to or for the account or benefit of
U.S. persons (as defined in Regulation S under the U.S. Securities Act of 1933 (the “Securities Act”)) shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act or an exemption therefrom. Investors
should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act. This presentation is not directed to, or intended for distribution to or use by, any person or entity
that is a citizen or resident of, or located in, any jurisdiction where such distribution or use would be contrary to applicable law or regulation or which would require any registration or licensing within such jurisdiction. This presentation is
not for publication, release or distribution in any jurisdiction in which offers or sales of securities would be prohibited by applicable law or regulation. Investment in the securities described herein has not been approved or disapproved by the
U.S. Securities and Exchange Commission (the "SEC"), or any other regulatory authority, nor has any authority passed judgment upon or endorsed the merits of any securities of RMG III or the Company or the accuracy or adequacy of the information
contained herein. RMG III and the Company reserve the right to update or supplement the information provided in this presentation. Additional Information and Where to Find It In connection with the Business Combination, RMG III filed with the
SEC a registration statement on Form S-4, which includes a preliminary proxy statement/prospectus (as amended from time to time, the “Proxy Statement/Prospectus”). A definitive proxy statement/prospectus will be mailed to RMG III’s shareholders
as of a record date to be established for voting on the Business Combination and other matters as described in the Proxy Statement/Prospectus. The Proxy Statement/Prospectus will include information regarding the persons who may, under SEC rules,
be deemed participants in the solicitation of proxies to RMG III’s shareholders in connection with the Business Combination. RMG III will also file other documents regarding the Business Combination with the SEC. Before making any voting or
investment decision, investors and security holders of RMG III, as well as other interested persons, are urged to read the Proxy Statement/Prospectus, the definitive proxy statement/prospectus and all other relevant documents filed or that will
be filed with the SEC in connection with the Business Combination, including any amendments or supplements to these documents, carefully and in their entirety because they will contain important information about the Business Combination, RMG III
and the Company. Investors and security holders will be able to obtain free copies of the Proxy Statement/Prospectus and all other relevant documents filed or that will be filed with the SEC by RMG III through the website maintained by the SEC at
www.sec.gov. In addition, the documents filed by RMG III may be obtained free of charge from RMG III’s website at www.rmgacquisition.com/rmgiii or by written request to RMG III at RMG Acquisition Corp. III, 57 Ocean, Suite 403, 5775 Collins
Avenue, Miami Beach, Florida. Participants in the Solicitation RMG III, the Company and certain of their respective directors and officers may be deemed to be participants in the solicitation of proxies from RMG III’s shareholders in connection
with the Business Combination. Information about RMG III’s directors and executive officers and their ownership of RMG III’s securities is set forth in RMG III’s filings with the SEC, including RMG III’s Annual Report on Form 10-K for the year
ended December 31, 2022, which was filed with the SEC on April 18, 2023 and the Proxy Statement/Prospectus. Additional information regarding the interests of those persons and other persons who may be deemed participants in the Business
Combination may be obtained by reading the Proxy Statement/Prospectus regarding the Business Combination. You may obtain free copies of these documents as described in the preceding paragraph. Forward-Looking Statements This presentation
contains certain forward-looking statements within the meaning of the federal securities laws. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions
and, as a result, are subject to risks and uncertainties. All statements contained in this presentation that do not relate to matters of historical fact should be considered forward-looking statements. Forward-looking statements may include, but
are not limited to, statements about the financial and business performance of the Company; the Company’s anticipated results from operations in future periods and the products and services offered by the Company, the markets in which it
operates, the projects which it operates and its customers; and the Company’s projected future results (including EBITDA, cash flow, revenue and net income). In addition, any statements that refer to projections, forecasts or other
characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “would,” “expect,”
“plan,” “anticipate,” “could,” “intend,” “target,” “project,” “projection,” “contemplate,” “believe,” “estimate,” “predict,” “potential”, “plan,” “pipeline,” or “continue” or the negative of these terms or other similar expressions, although not
all forward-looking statements are identified by these terms or expressions and the absence of such words does not mean that a statement is not forward-looking. Forward-looking statements speak only as of the date they are made. The Company’s
management has based these forward-looking statements largely on their current estimates, assumptions, expectations and projections that, while considered reasonable by the Company and its management, are inherently uncertain. Assumptions and
estimates of the Company’s future performance and the future performance of the industry in which the Company operates are necessarily subject to a high degree of uncertainty and risk due to a variety of factors. Forward-looking statements
involve a number of risks and uncertainties, which include, but are not limited to, those described in the “Risk Factors” section of RMG III's registration statement on Form S-4, the Proxy Statement/Prospectus contained therein, RMG III’s Annual
Report on Form 10-K, RMG III’s Quarterly Reports on Form 10-Q and other documents filed by the Company or RMG III from time to time with the SEC. The risks and uncertainties described in such filings as well as other factors may cause actual
events, results or performance to be materially different from those contained in the forward-looking statements, the Company’s estimates and beliefs or the estimates prepared by independent parties, and the Company may not actually achieve the
plans, intentions or expectations disclosed in the forward-looking statements, including but not limited to the matters referred to as part of the Company's pipeline and projections. You should review this presentation completely and with the
understanding of the foregoing and should not place undue reliance on the forward-looking statements. Except as required by applicable law, RMG III and the Company assume no obligation and do not intend to update or revise any information
contained herein, including any forward-looking statements, financial projections and estimates, whether as a result of any new information, future events, changed circumstances or otherwise. Neither RMG III nor the Company gives any assurance
that either RMG III or the Company will achieve its expectations. All subsequent written and oral forward-looking statements concerning the matters addressed in this presentation and attributable to RMG III, the Company or any person acting on
their behalf are expressly qualified in their entirety by the cautionary statements and disclaimer contained or referred to herein. Use of Projections This presentation contains financial projections for the Company, including with respect to
the Company’s projected revenue. The financial and operation forecasts and projections contained herein represent certain estimates of the Company as of the date hereof and are included herein for illustrative purposes only. The Company’s
independent auditors have not audited, examined, reviewed, compiled or performed any procedures with respect to the forecasts or projections and, accordingly, do not express an opinion or other form of assurance with respect thereto. These
projections should not be relied upon as being necessarily indicative of future results. The assumptions and estimates underlying the projected information are inherently uncertain and are subject to a wide variety of significant business,
economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the projected information. Even if the assumptions and estimates are correct, projections are inherently uncertain due
to a number of factors outside of the Company’s control. Accordingly, there can be no assurance that the projected results are indicative of the future performance of the Company, or that actual results will not differ materially from those
presented in the projected information. Inclusion of the projected information in this presentation should not be regarded as a representation by any person that the results contained in the projected information will be achieved. Intellectual
Property All rights to the trademarks, service marks, trade names, copyrights, logos and other intellectual property listed herein are the property of their respective owners and are used for reference purposes only. Such use should not be
construed as and does not imply an affiliation with, or endorsement by the owners of such trademarks, service marks, trade names copyrights, logos and other intellectual property. Solely for convenience, trademarks and trade names referred to in
this presentation may appear with the ® or TM symbols, but such references are not intended to indicate, in any way, that such names and logos are trademarks or registered trademarks of the Company. Industry and Market Data Unless otherwise
indicated, information contained in this presentation concerning the Company's industry, competitive position and the markets in which it operates is based on information from independent industry and research organizations, other third-party
sources and management estimates. Management estimates are derived from publicly available information released by independent industry analysts and other third-party sources and are based on assumptions made by RMG III or the Company upon
reviewing such data, and RMG III or the Company's experience in, and knowledge of, such industry and markets, which RMG III and the Company believe to be reasonable. While RMG III and the Company believe that such third-party information is
reliable, neither the Company nor RMG III has independently verified, and makes no representation as to the accuracy or completeness of, such third party information. In addition, projections, assumptions and estimates of the future performance
of the industry in which the Company operates and the Company's future performance are necessarily subject to uncertainty and risk due to a variety of factors, including those described above. These and other factors could cause results to differ
materially from those expressed in the estimates made by independent parties and by the Company or RMG III. Neither RMG III nor the Company, nor any of their respective affiliates, give any express or implied warranties with respect to the
information included herein, including, but not limited to, any warranties regarding its accuracy or of merchantability or fitness for a particular purpose or use, and RMG III, the Company and their respective affiliates, expressly disclaim any
responsibility or liability for direct, indirect, incidental, exemplary, compensatory, punitive, special, or consequential damages, costs, expenses, legal fees, or losses (including lost income or profits and opportunity costs) in connection with
the use of the information herein. 2