| | |
Price to Public
|
| |
Underwriting Discounts and
Commissions(1) |
| |
Proceeds Before
Expenses to Us |
|
Per Unit
|
| |
$10.00
|
| |
$0.55
|
| |
$9.45
|
|
Total
|
| |
$420,000,000
|
| |
$23,100,000
|
| |
$396,900,000
|
|
| | | | | 1 | | | |
| | | | | 11 | | | |
| | | | | 33 | | | |
| | | | | 34 | | | |
| | | | | 69 | | | |
| | | | | 70 | | | |
| | | | | 74 | | | |
| | | | | 75 | | | |
| | | | | 77 | | | |
| | | | | 78 | | | |
| | | | | 84 | | | |
| | | | | 119 | | | |
| | | | | 131 | | | |
| | | | | 134 | | | |
| | | | | 137 | | | |
| | | | | 160 | | | |
| | | | | 172 | | | |
| | | | | 181 | | | |
| | | | | 181 | | | |
| | | | | 181 | | | |
| | | | | F-1 | | |
| | |
December 31, 2020
|
| |||||||||
| | |
Actual
|
| |
As Adjusted(1)
|
| ||||||
Balance Sheet Data: | | | | | | | | | | | | | |
Working capital (deficiency)
|
| | | $ | (14,779) | | | | | $ | 406,168,873 | | |
Total assets
|
| | | $ | 35,221 | | | | | $ | 420,868,873 | | |
Total liabilities
|
| | | $ | 25,000 | | | | | $ | 14,700,000 | | |
Value of Class A ordinary shares subject to possible redemption
|
| | | $ | — | | | | | $ | 401,168,870 | | |
Shareholders’ equity
|
| | | $ | 10,221 | | | | | $ | 5,000,003 | | |
| | |
Without
Over-Allotment Option |
| |
Over-Allotment
Option Exercised |
| ||||||
Gross proceeds | | | | | | | | | | | | | |
Gross proceeds from units offered to public(1)
|
| | | $ | 420,000,000 | | | | | $ | 483,000,000 | | |
Gross proceeds from private placement warrants offered in the private placement
|
| | | | 11,064,495 | | | | | | 12,324,495 | | |
Total gross proceeds
|
| | | $ | 431,064,495 | | | | | $ | 495,324,495 | | |
Estimated offering expenses(2) | | | | | | | | | | | | | |
Underwriting commissions (excluding deferred portion)(3)
|
| | | $ | 8,400,000 | | | | | $ | 9,660,000 | | |
Legal fees and expenses
|
| | | | 275,000 | | | | | | 275,000 | | |
Accounting fees and expenses
|
| | | | 40,000 | | | | | | 40,000 | | |
Printing and engraving expenses
|
| | | | 58,200 | | | | | | 58,200 | | |
SEC expenses
|
| | | | 52,695 | | | | | | 52,695 | | |
FINRA expenses
|
| | | | 72,950 | | | | | | 72,950 | | |
Travel and road show
|
| | | | 10,000 | | | | | | 10,000 | | |
Officers and directors insurance premiums
|
| | | | 1,202,500 | | | | | | 1,202,500 | | |
Nasdaq listing and filing fees
|
| | | | 80,000 | | | | | | 80,000 | | |
Miscellaneous expenses(4)
|
| | | | 14,498 | | | | | | 14,498 | | |
Total estimated offering expenses (other than underwriting commissions)
|
| | | $ | 1,805,843 | | | | | $ | 1,805,843 | | |
Proceeds after estimated offering expenses
|
| | | $ | 420,858,652 | | | | | $ | 483,858,652 | | |
Held in trust account(3)
|
| | | $ | 420,000,000 | | | | | $ | 483,000,000 | | |
% of public offering size
|
| | | | 100% | | | | | | 100% | | |
Not held in trust account(2)
|
| | | $ | 858,652 | | | | | $ | 858,652 | | |
| | |
Amount
|
| |
% of Total
|
| ||||||
Payment for office space, administrative and support services
|
| | | | 480,000 | | | | | | 55.9% | | |
Legal, accounting, due diligence, travel and other expenses in connection with any business combination(6)
|
| | | | 104,707 | | | | | | 12.2% | | |
Legal and accounting fees related to regulatory reporting obligations
|
| | | | 115,520 | | | | | | 13.5% | | |
Nasdaq continued listing fees
|
| | | | 127,125 | | | | | | 14.8% | | |
Other miscellaneous expenses
|
| | | | 31,300 | | | | | | 3.6% | | |
Total
|
| | | $ | 858,652 | | | | | | 100.0% | | |
| | |
Without Over-allotment
|
| |
With Over-allotment
|
| ||||||
Public offering price
|
| | | $ | 10.00 | | | | | $ | 10.00 | | |
Net tangible book deficit before this offering
|
| | | | (0.00) | | | | | | (0.00) | | |
Increase attributable to public shareholders
|
| | | | 0.40 | | | | | | 0.35 | | |
Pro forma net tangible book value after this offering and the sale of the private placement warrants
|
| | | | 0.40 | | | | | | 0.35 | | |
Dilution to public shareholders
|
| | | $ | 9.60 | | | | | $ | 9.65 | | |
Percentage of dilution to public shareholders
|
| | | | 96.0% | | | | | | 96.5% | | |
| | |
Shares Purchased
|
| |
Total Consideration
|
| |
Average Price
Per Share |
| |||||||||||||||||||||
| | |
Number
|
| |
Percentage
|
| |
Amount
|
| |
Percentage
|
| ||||||||||||||||||
Holders of Founder Shares(1)(2)
|
| | | | 10,500,000 | | | | | | 20.00% | | | | | $ | 25,000 | | | | | | 0.01% | | | | | $ | 0.002 | | |
Public Shareholders(3)
|
| | | | 42,000,000 | | | | | | 80.00% | | | | | $ | 420,000,000 | | | | | | 99.99% | | | | | $ | 10.000 | | |
| | | | | 52,500,000 | | | | | | 100.00% | | | | | $ | 420,025,000 | | | | | | 100.00% | | | | | | | | |
| | |
Without Over-
allotment |
| |
With Over-
allotment |
| ||||||
Numerator: | | | | | | | | | | | | | |
Net tangible book deficit before this offering
|
| | | $ | (14,779) | | | | | $ | (14,779) | | |
Net proceeds from this offering and sale of the private placement warrants
|
| | | | 420,858,652 | | | | | | 483,858,652 | | |
Plus: Offering costs paid in advance, excluded from tangible book value
before this offering |
| | | | 25,000 | | | | | | 25,000 | | |
Less: Deferred underwriting commissions
|
| | | | (14,700,000) | | | | | | (16,905,000) | | |
Less: Proceeds held in trust subject to redemption
|
| | | | (401,168,870) | | | | | | (461,963,870) | | |
| | | | $ | 5,000,003 | | | | | $ | 5,000,003 | | |
Denominator: | | | | | | | | | | | | | |
Ordinary shares outstanding prior to this offering
|
| | | | 12,075,000 | | | | | | 12,075,000 | | |
Ordinary shares forfeited if over-allotment is not exercised
|
| | | | (1,575,000) | | | | | | — | | |
Ordinary shares included in the units offered
|
| | | | 42,000,000 | | | | | | 48,300,000 | | |
Less: Ordinary shares subject to redemption
|
| | | | (40,116,887) | | | | | | (46,196,387) | | |
| | | | | 12,383,113 | | | | | | 14,178,613 | | |
| | |
December 31, 2020
|
| |||||||||
| | |
Actual
|
| |
As Adjusted(2)
|
| ||||||
Note payable to related party(1)
|
| | | $ | — | | | | | $ | — | | |
Deferred underwriting commissions
|
| | | | — | | | | | | 14,700,000 | | |
Class A ordinary shares, $0.0001 par value, 500,000,000 shares authorized; -0- and 40,116,887 shares are subject to possible redemption, actual and as adjusted, respectively(3)
|
| | | | — | | | | | | 401,168,870 | | |
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding, actual and as adjusted
|
| | | | — | | | | | | — | | |
Class A ordinary shares, $0.0001 par value, 500,000,000 shares authorized; -0- and 1,883,113 shares issued and outstanding (excluding -0- and 40,116,887 shares subject to possible redemption), actual and as adjusted, respectively
|
| | | | — | | | | | | 188 | | |
Class B ordinary shares, $0.0001 par value, 50,000,000 shares authorized, 12,075,000 and 10,500,000 shares issued and outstanding, actual and as adjusted, respectively(4)
|
| | | | 1,208 | | | | | | 1,050 | | |
Additional paid-in capital(5)
|
| | | | 23,792 | | | | | | 5,013,544 | | |
Accumulated deficit
|
| | | | (14,779) | | | | | | (14,779) | | |
Total shareholders’ equity
|
| | | $ | 10,221 | | | | | $ | 5,000,003 | | |
Total capitalization
|
| | | $ | 10,221 | | | | | $ | 420,868,873 | | |
| | |
Redemptions in Connection
with our Initial Business Combination |
| |
Other Permitted Purchases of
Public Shares by our Affiliates |
| |
Redemptions if We Fail to
Complete an Initial Business Combination |
|
Calculation of redemption price
|
| | Redemptions at the time of our initial business combination may be made pursuant to a tender offer or in connection with a shareholder vote. The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a shareholder vote. In either case, our public shareholders may redeem their public shares for cash equal to the aggregate amount then on deposit in the trust account calculated as of two business days | | | If we seek shareholder approval of our initial business combination, our sponsor, directors, officers, advisors or any of their respective affiliates may purchase public shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Such purchases will be restricted except to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a | | | If we have not completed our initial business combination within 24 months from the closing of this offering, we will redeem all public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account (which is initially anticipated to be $10.00 per share), including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable, expenses relating to the | |
| | |
Redemptions in Connection
with our Initial Business Combination |
| |
Other Permitted Purchases of
Public Shares by our Affiliates |
| |
Redemptions if We Fail to
Complete an Initial Business Combination |
|
| | | prior to the consummation of the initial business combination (which is initially anticipated to be $10.00 per share), including interest (which interest shall be net of taxes payable, expenses relating to the administration of the trust account and limited withdrawals for working capital), divided by the number of then issued and outstanding public shares, subject to the limitation that no redemptions will take place if all of the redemptions would cause our net tangible assets to be less than $5,000,001 following such redemptions, and any limitations (including, but not limited to, cash requirements) agreed to in connection with the negotiation of terms of a proposed business combination. | | | safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. None of the funds in the trust account will be used to purchase shares in such transactions. | | | administration of the trust account and limited withdrawals for working capital), divided by the number of then issued and outstanding public shares. | |
Impact to remaining shareholders
|
| | The redemptions in connection with our initial business combination will reduce the book value per share for our remaining shareholders, who will bear the burden of the deferred underwriting commissions and interest withdrawn in order to pay taxes (to the extent not paid from amounts accrued as interest on the funds held in the trust account). | | | If the permitted purchases described above are made, there will be no impact to our remaining shareholders because the purchase price would not be paid by us. | | | The redemption of our public shares if we fail to complete our initial business combination will reduce the book value per share for the shares held by our initial shareholders, who will be our only remaining shareholders after such redemptions. | |
| | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
Escrow of offering proceeds
|
| | Nasdaq listing rules provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. $420,000,000 of the net proceeds of this offering and the sale of the private placement warrants will be deposited into a U.S.-based trust account, with Continental Stock Transfer & Trust Company acting as trustee. | | | Approximately $357,210,000 of the offering proceeds, representing the gross proceeds of this offering less allowable underwriting commissions, expenses and company deductions under Rule 419, would be required to be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker-dealer acts as trustee for persons having the beneficial interests in the account. | |
Investment of net proceeds
|
| | $420,000,000 of the net offering proceeds and the sale of the private placement warrants held in trust will be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act. | | | Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States. | |
Receipt of interest on escrowed funds
|
| | Interest on proceeds from the trust account to be paid to shareholders is reduced by (1) any taxes paid or payable, expenses relating to the administration of the trust account and limited withdrawals for working capital and (2) in the event of our liquidation for failure to complete our initial business combination within the allotted time, up to $100,000 of net interest that may be released to us should we have no or insufficient working capital to fund the costs and expenses of our dissolution and liquidation. | | | Interest on funds in escrow account would be held for the sole benefit of investors, unless and only after the funds held in escrow were released to us in connection with our completion of a business combination. | |
Limitation on fair value or net assets of target business
|
| | Nasdaq listing rules require that our initial business combination | | | The fair value or net assets of a target business must represent at | |
| | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| | | must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the trust account (excluding any deferred underwriters fees and taxes payable on the income earned on the trust account). | | | least 80% of the maximum offering proceeds. | |
Trading of securities issued
|
| | The units will begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants constituting the units will begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless BofA Securities and Barclays inform us of their decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the underwriters’ over- allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters’ over- allotment option. | | | No trading of the units or the underlying ordinary shares and warrants would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account. | |
Exercise of the warrants
|
| | The warrants cannot be exercised until the later of 30 days after the completion of our initial business combination and 12 months from the closing of this offering. | | | The warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in connection with the exercise would be deposited in the escrow or trust account. | |
Election to remain an investor
|
| | We will provide our public shareholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account | | | A prospectus containing information pertaining to the business combination required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the company in writing, within a | |
| | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| | | calculated as of two business days prior to the consummation of our initial business combination, including interest, which interest shall be net of taxes payable, expenses relating to the administration of the trust account and limited withdrawals for working capital, upon the completion of our initial business combination, subject to the limitations described herein. We may not be required by law to hold a shareholder vote. If we are not required by applicable law or stock exchange rules and do not otherwise decide to hold a shareholder vote, we will, pursuant to our amended and restated memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, we hold a shareholder vote, we will, like some blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Pursuant to the tender offer rules, the tender offer period will be not less than 20 business days and, in the case of a shareholder vote, a final proxy statement would be mailed to public shareholders at least 10 days prior to the shareholder vote. However, we expect that a draft proxy statement would be made available to such shareholders well in advance of such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy | | | period of no less than 20 business days and no more than 45 business days from the effective date of a post-effective amendment to the company’s registration statement, to decide if he, she or it elects to remain a shareholder of the company or require the return of his, her or its investment. If the company has not received the notification by the end of the 45th business day, funds and interest or dividends, if any, held in the trust or escrow account are automatically returned to the shareholder. Unless a sufficient number of investors elect to remain investors, all funds on deposit in the escrow account must be returned to all of the investors and none of the securities are issued. | |
| | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| | | solicitation. If we seek shareholder approval, we will complete our initial business combination only if we receive the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of holders of a majority of ordinary shares who attend and vote in person or by proxy at a general meeting of the company. Additionally, each public shareholder may elect to redeem its public shares without voting and, if they do vote, irrespective of whether they vote for or against the proposed transaction. | | | | |
Business combination deadline
|
| | If we have not completed our initial business combination within 24 months from the closing of this offering, we will (1) cease all operations except for the purpose of winding up, (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable, expenses relating to the administration of the trust account and limited withdrawals for working capital), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board, liquidate and dissolve, subject in each case to our obligations | | | If an acquisition has not been completed within 18 months after the effective date of the company’s registration statement, funds held in the trust or escrow account are returned to investors. | |
| | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| | | under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. | | | | |
Release of funds
|
| | Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, expenses relating to the administration of the trust account and limited withdrawals for working capital, if any, the funds held in the trust account will not be released from the trust account until the earliest of: (1) our completion of an initial business combination; (2) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity; and (3) the redemption of our public shares if we have not completed an initial business combination within 24 months from the closing of this offering, subject to applicable law. | | | The proceeds held in the escrow account are not released until the earlier of the completion of a business combination or the failure to effect a business combination within the allotted time. | |
Limitation on redemption rights of shareholders holding more than 15% of the shares sold in this offering if we hold a shareholder vote
|
| | If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or | | | Most blank check companies provide no restrictions on the ability of shareholders to redeem shares based on the number of shares held by such shareholders in connection with an initial business combination. | |
| | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| | | any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect Excess Shares (more than an aggregate of 15% of the shares sold in this offering), without our prior consent. Our public shareholders’ inability to redeem Excess Shares will reduce their influence over our ability to complete our initial business combination and they could suffer a material loss on their investment in us if they sell Excess Shares in open market transactions. | | | | |
Tendering share certificates in connection with a tender offer or redemption rights
|
| | We may require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the scheduled vote on the proposal to approve our initial business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option. The tender offer or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements. Accordingly, a public shareholder would have from the time we send out our tender offer materials until the close of the tender offer period, or up to two business days prior to the scheduled vote | | | In order to perfect redemption rights in connection with their business combinations, holders could vote against a proposed business combination and check a box on the proxy card indicating such holders were seeking to exercise their redemption rights. After the business combination was approved, the company would contact such shareholders to arrange for them to deliver their certificate to verify ownership. | |
| | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| | | on the business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights. | | | | |
|
Individual
|
| |
Entity
|
| |
Entity’s Business
|
| |
Affiliation
|
|
| D. James Carpenter | | |
•
Riverside Management Group,
|
| |
•
Merchant Bank
|
| |
•
Founder and Chief Executive Officer
|
|
|
Individual
|
| |
Entity
|
| |
Entity’s Business
|
| |
Affiliation
|
|
| | | |
LLC
|
| | | | | | |
| | | |
•
RMG Acquisition Corporation II
|
| |
•
Special Purpose Acquisition Company
|
| |
•
Chairman
|
|
| | | | | | ||||||
| Robert S. Mancini | | |
•
RMG Acquisition Corp.
|
| |
•
Special Purpose Acquisition Company
|
| |
•
Chief Executive Officer and Director
|
|
| | | |
•
RMG Acquisition Corporation II
|
| |
•
Special Purpose Acquisition Company
|
| |
•
Chief Executive Officer and Director
|
|
| | | |
•
Romeo Power, Inc.
|
| |
•
Energy Storage Technology
|
| |
•
Chairman
|
|
| | | | | | ||||||
| Philip Kassin | | |
•
RMG Acquisition Corp.
|
| |
•
Special Purpose Acquisition Company
|
| |
•
President, Chief Operating Officer and Director
|
|
| | | |
•
RMG Acquisition Corporation II
|
| |
•
Special Purpose Acquisition Company
|
| |
•
President, Chief Operating Officer and Director
|
|
| | | |
•
Romeo Power, Inc.
|
| |
•
Energy Storage Technology
|
| |
•
Director
|
|
| | | | | | ||||||
| Craig Broderick | | |
•
RMG Acquisition Corporation II
|
| |
•
Special Purpose Acquisition Company
|
| |
•
Director
|
|
| | | |
•
Goldman, Sachs & Co.
|
| |
•
Investment Bank
|
| |
•
Senior Director
|
|
| | | |
•
Stone Point Capital
|
| |
•
Private Equity Firm
|
| |
•
Senior Advisor
|
|
| | | |
•
Bank of Montreal
|
| |
•
Bank
|
| |
•
Director
|
|
| | | |
•
McDermott International
|
| |
•
Construction
|
| |
•
Director
|
|
| | | | | | ||||||
| W. Grant Gregory | | |
•
RMG Acquisition Corporation II
|
| |
•
Special Purpose Acquisition Company
|
| |
•
Director
|
|
| | | |
•
Oakland Financial Services
|
| |
•
Financial Advisor
|
| |
•
Chairman
|
|
| | | |
•
Arbor Bank
|
| |
•
Bank
•
|
| |
•
Chairman
|
|
| | | |
•
Gregory & Hoenemeyer, Inc.
|
| |
•
Financial Advisor
|
| |
•
Chairman
|
|
| | | | | | ||||||
| W. Thaddeus Miller | | |
•
RMG Acquisition Corporation II
|
| |
•
Special Purpose Acquisition Company
|
| |
•
Director
|
|
| | | |
•
Calpine Corporation
|
| |
•
Power Company
|
| |
•
Executive Vice Chairman and Board Member
|
|
| | | | | | ||||||
| Catherine D. Rice | | |
•
RMG Acquisition Corporation II
|
| |
•
Special Purpose Acquisition Company
|
| |
•
Director
|
|
| | | |
•
Colony Real Estate
|
| |
•
Real Estate
|
| |
•
Director
|
|
| | | |
•
Store Capital Corporation
|
| |
•
Real Estate
|
| |
•
Director
|
|
Name
|
| |
Age
|
| |
Title
|
|
D. James Carpenter
|
| |
53
|
| | Chairman and Director | |
Robert S. Mancini
|
| |
63
|
| | Chief Executive Officer and Director | |
Philip Kassin
|
| |
63
|
| | President, Chief Operating Officer and Director | |
Wesley Sima
|
| |
32
|
| | Chief Financial Officer | |
W. Grant Gregory
|
| |
79
|
| | Director | |
Craig Broderick
|
| |
61
|
| | Director | |
W. Thaddaeus Miller
|
| |
69
|
| | Director | |
Catherine D. Rice
|
| |
61
|
| | Director | |
| | |
Number of Shares
Beneficially Owned(2) |
| |
Approximate Percentage of Issued and
Outstanding Ordinary Shares |
| ||||||||||||
| | |
Before Offering
|
| |
After Offering(2)
|
| ||||||||||||
Name and Address of Beneficial Owner(1) | | | | | | | | | | | | | | | | | | | |
RMG Sponsor III, LLC (our sponsor)(3)(4)
|
| | | | 12,075,000 | | | | | | 100% | | | | | | 20.0% | | |
D. James Carpenter(4)
|
| | | | 12,075,000 | | | | | | 100% | | | | | | 20.0% | | |
Robert S. Mancini(4)
|
| | | | 12,075,000 | | | | | | 100% | | | | | | 20.0% | | |
Philip Kassin(4)
|
| | | | 12,075,000 | | | | | | 100% | | | | | | 20.0% | | |
Wesley Sima(5)
|
| | | | — | | | | | | * | | | | | | * | | |
W. Grant Gregory(5)
|
| | | | — | | | | | | * | | | | | | * | | |
Craig Broderick(5)
|
| | | | — | | | | | | * | | | | | | * | | |
W. Thaddeus Miller(5)
|
| | | | — | | | | | | * | | | | | | * | | |
Catherine Rice(5)
|
| | | | — | | | | | | * | | | | | | * | | |
All directors and officers as a group (8 individuals)
|
| | | | 12,075,000 | | | | | | 100.0% | | | | | | 20.0% | | |
Redemption Date
|
| |
Fair Market Value of Class A Ordinary Shares
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||
(period to expiration of warrants)
|
| | | | ≤10.00 | | | | | | 11.00 | | | | | | 12.00 | | | | | | 13.00 | | | | | | 14.00 | | | | | | 15.00 | | | | | | 16.00 | | | | | | 17.00 | | | | | | ≥18.00 | | |
60 months
|
| | | | 0.261 | | | | | | 0.281 | | | | | | 0.297 | | | | | | 0.311 | | | | | | 0.324 | | | | | | 0.337 | | | | | | 0.348 | | | | | | 0.358 | | | | | | 0.361 | | |
57 months
|
| | | | 0.257 | | | | | | 0.277 | | | | | | 0.294 | | | | | | 0.310 | | | | | | 0.324 | | | | | | 0.337 | | | | | | 0.348 | | | | | | 0.358 | | | | | | 0.361 | | |
54 months
|
| | | | 0.252 | | | | | | 0.272 | | | | | | 0.291 | | | | | | 0.307 | | | | | | 0.322 | | | | | | 0.335 | | | | | | 0.347 | | | | | | 0.357 | | | | | | 0.361 | | |
51 months
|
| | | | 0.246 | | | | | | 0.268 | | | | | | 0.287 | | | | | | 0.304 | | | | | | 0.320 | | | | | | 0.333 | | | | | | 0.346 | | | | | | 0.357 | | | | | | 0.361 | | |
48 months
|
| | | | 0.241 | | | | | | 0.263 | | | | | | 0.283 | | | | | | 0.301 | | | | | | 0.317 | | | | | | 0.332 | | | | | | 0.344 | | | | | | 0.356 | | | | | | 0.361 | | |
45 months
|
| | | | 0.235 | | | | | | 0.258 | | | | | | 0.279 | | | | | | 0.298 | | | | | | 0.315 | | | | | | 0.330 | | | | | | 0.343 | | | | | | 0.356 | | | | | | 0.361 | | |
42 months
|
| | | | 0.228 | | | | | | 0.252 | | | | | | 0.274 | | | | | | 0.294 | | | | | | 0.312 | | | | | | 0.328 | | | | | | 0.342 | | | | | | 0.355 | | | | | | 0.361 | | |
39 months
|
| | | | 0.221 | | | | | | 0.246 | | | | | | 0.269 | | | | | | 0.290 | | | | | | 0.309 | | | | | | 0.325 | | | | | | 0.340 | | | | | | 0.354 | | | | | | 0.361 | | |
36 months
|
| | | | 0.213 | | | | | | 0.239 | | | | | | 0.263 | | | | | | 0.285 | | | | | | 0.305 | | | | | | 0.323 | | | | | | 0.339 | | | | | | 0.353 | | | | | | 0.361 | | |
33 months
|
| | | | 0.205 | | | | | | 0.232 | | | | | | 0.257 | | | | | | 0.280 | | | | | | 0.301 | | | | | | 0.320 | | | | | | 0.337 | | | | | | 0.352 | | | | | | 0.361 | | |
30 months
|
| | | | 0.196 | | | | | | 0.224 | | | | | | 0.250 | | | | | | 0.274 | | | | | | 0.297 | | | | | | 0.316 | | | | | | 0.335 | | | | | | 0.351 | | | | | | 0.361 | | |
27 months
|
| | | | 0.185 | | | | | | 0.214 | | | | | | 0.242 | | | | | | 0.268 | | | | | | 0.291 | | | | | | 0.313 | | | | | | 0.332 | | | | | | 0.350 | | | | | | 0.361 | | |
24 months
|
| | | | 0.173 | | | | | | 0.204 | | | | | | 0.233 | | | | | | 0.260 | | | | | | 0.285 | | | | | | 0.308 | | | | | | 0.329 | | | | | | 0.348 | | | | | | 0.361 | | |
21 months
|
| | | | 0.161 | | | | | | 0.193 | | | | | | 0.223 | | | | | | 0.252 | | | | | | 0.279 | | | | | | 0.304 | | | | | | 0.326 | | | | | | 0.347 | | | | | | 0.361 | | |
18 months
|
| | | | 0.146 | | | | | | 0.179 | | | | | | 0.211 | | | | | | 0.242 | | | | | | 0.271 | | | | | | 0.298 | | | | | | 0.322 | | | | | | 0.345 | | | | | | 0.361 | | |
15 months
|
| | | | 0.130 | | | | | | 0.164 | | | | | | 0.197 | | | | | | 0.230 | | | | | | 0.262 | | | | | | 0.291 | | | | | | 0.317 | | | | | | 0.342 | | | | | | 0.361 | | |
12 months
|
| | | | 0.111 | | | | | | 0.146 | | | | | | 0.181 | | | | | | 0.216 | | | | | | 0.250 | | | | | | 0.282 | | | | | | 0.312 | | | | | | 0.339 | | | | | | 0.361 | | |
9 months
|
| | | | 0.090 | | | | | | 0.125 | | | | | | 0.162 | | | | | | 0.199 | | | | | | 0.237 | | | | | | 0.272 | | | | | | 0.305 | | | | | | 0.336 | | | | | | 0.361 | | |
6 months
|
| | | | 0.065 | | | | | | 0.099 | | | | | | 0.137 | | | | | | 0.178 | | | | | | 0.219 | | | | | | 0.259 | | | | | | 0.296 | | | | | | 0.331 | | | | | | 0.361 | | |
3 months
|
| | | | 0.034 | | | | | | 0.065 | | | | | | 0.104 | | | | | | 0.150 | | | | | | 0.197 | | | | | | 0.243 | | | | | | 0.286 | | | | | | 0.326 | | | | | | 0.361 | | |
0 months
|
| | | | — | | | | | | — | | | | | | 0.042 | | | | | | 0.115 | | | | | | 0.179 | | | | | | 0.233 | | | | | | 0.281 | | | | | | 0.323 | | | | | | 0.361 | | |
Underwriter
|
| |
Number
of Units |
| |||
BofA Securities, Inc.
|
| | | | 25,200,000 | | |
Barclays Capital Inc.
|
| | | | 16,800,000 | | |
Total
|
| | | | 42,000,000 | | |
| | |
Per Unit(1)
|
| |
Total(1)
|
| ||||||||||||||||||
| | |
Without
Over-allotment |
| |
With
Over-allotment |
| |
Without
Over-allotment |
| |
With
Over-allotment |
| ||||||||||||
Underwriting Discounts and Commissions paid
by us |
| | | $ | 0.55 | | | | | $ | 0.55 | | | | | $ | 23,100,000 | | | | | $ | 26,565,000 | | |
| | |
Page
|
| |||
| | | | F-2 | | | |
| | | | F-3 | | | |
| | | | F-4 | | | |
| | | | F-5 | | | |
| | | | F-6 | | | |
| | | | F-7 | | |
| Assets: | | | | | | | |
| Current assets: | | | | | | | |
|
Prepaid expenses
|
| | | $ | 10,221 | | |
|
Total current assets
|
| | | | 10,221 | | |
|
Deferred offering costs associated with proposed public offering
|
| | | | 25,000 | | |
|
Total Assets
|
| | | $ | 35,221 | | |
| Liabilities and Shareholder’s Equity: | | | | | | | |
| Current liabilities: | | | | | | | |
|
Accrued expenses
|
| | | $ | 25,000 | | |
|
Total current liabilities
|
| | | | 25,000 | | |
| Commitments and Contingencies | | | | | | | |
| Shareholder’s Equity: | | | | | | | |
|
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and
outstanding |
| | | | — | | |
|
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; none issued and outstanding
|
| | | | — | | |
|
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 12,075,000 shares issued and outstanding(1)(2)
|
| | | | 1,208 | | |
|
Additional paid-in capital
|
| | | | 23,792 | | |
|
Accumulated deficit
|
| | | | (14,779) | | |
|
Total shareholder’s equity
|
| | | | 10,221 | | |
|
Total Liabilities and Shareholder’s Equity
|
| | | $ | 35,221 | | |
|
General and administrative expenses
|
| | | $ | 14,779 | | |
|
Net loss
|
| | | $ | (14,779) | | |
|
Weighted average shares outstanding, basic and diluted(1)(2)
|
| | | | 10,500,000 | | |
|
Basic and diluted net loss per share
|
| | | $ | (0.00) | | |
| | |
Ordinary Shares
|
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Total
Shareholder’s Equity |
| ||||||||||||||||||||||||||||||
| | |
Class A
|
| |
Class B
|
| ||||||||||||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
Balance – December 23, 2020 (inception)
|
| | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of Class B ordinary shares to Sponsor(1)(2)
|
| | | | — | | | | | | — | | | | | | 12,075,000 | | | | | | 1,208 | | | | | | 23,792 | | | | | | — | | | | | | 25,000 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (14,779) | | | | | | (14,779) | | |
Balance – December 31, 2020
|
| | | | — | | | | | $ | — | | | | | | 12,075,000 | | | | | $ | 1,208 | | | | | $ | 23,792 | | | | | $ | (14,779) | | | | | $ | 10,221 | | |
| Cash Flows from Operating Activities: | | | | | | | |
|
Net loss
|
| | | $ | (14,779) | | |
| Changes in operating assets and liabilities: | | | | | | | |
|
Prepaid expenses
|
| | | | 14,779 | | |
|
Net cash used in operating activities
|
| | | | — | | |
|
Net increase in cash
|
| | | | — | | |
|
Cash – beginning of the period
|
| | |
|
—
|
| |
|
Cash – ending of the period
|
| | | $ | — | | |
| Supplemental disclosure of noncash investing and financing activities: | | | | | | | |
|
Deferred offering costs included in accrued expenses
|
| | | $ | 25,000 | | |
|
Prepaid expenses paid by Sponsor in exchange for issuance of Class B ordinary shares
|
| | | $ | 25,000 | | |