QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation) |
(I.R.S. Employer Identification Number) | |
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(Address of principal executive offices) |
(Zip Code) |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
☒ | Smaller reporting company | |||||
Emerging growth company |
Title of Each Class: |
Trading Symbol(s) |
Name of Each Exchange on Which Registered: | ||
one-third of one redeemable warrant |
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Page No. |
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Item 1. |
3 |
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3 |
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4 |
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5 |
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6 |
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7 |
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Item 2. |
20 |
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Item 3. |
25 |
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Item 4. |
26 |
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Item 1. |
27 |
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Item 1A. |
27 |
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Item 2. |
27 |
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Item 3. |
27 |
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Item 4. |
27 |
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Item 5. |
27 |
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Item 6. |
28 |
June 30, 2021 |
December 31, 2020 |
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(unaudited) |
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Assets: |
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Current assets: |
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Cash |
$ | $ | ||||||
Prepaid expenses |
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Total current assets |
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Cash held in Trust Account |
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Total Assets |
$ |
$ |
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Liabilities and Shareholders’ Equity: |
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Current liabilities: |
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Accounts payable |
$ | $ | ||||||
Accrued expenses |
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Accrued expenses - related party |
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Total current liabilities |
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Deferred legal fees |
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Deferred underwriting commissions |
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Derivative warrant liabilities |
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Total liabilities |
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Commitments and Contingencies (refer to Note 6) |
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Class A ordinary shares; |
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Shareholders’ Equity: |
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Preference shares, $ |
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Class A ordinary shares, $ |
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Class B ordinary shares, $ |
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Additional paid-in capital |
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Accumulated deficit |
( |
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Total shareholders’ equity |
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Total Liabilities and Shareholders’ Equity |
$ |
$ |
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For the three months ended June 30, 2021 |
For the six months ended June 30, 2021 |
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Operating expenses |
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General and administrative expenses |
$ | $ | ||||||
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Loss from operations |
( |
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Other income (expense) |
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Change in fair value of derivative warrant liabilities |
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Interest income |
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Unrealized gain on investments held in Trust Account |
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Total other income (expense) |
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Net loss |
$ | ( |
) | $ | ( |
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Weighted average shares outstanding of ordinary shares subject to redemption, basic and diluted |
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Basic and diluted net income per share, ordinary shares subject to redemption |
$ | $ | ||||||
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Weighted average shares outstanding of ordinary shares, basic and diluted |
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Basic and diluted net loss per share, ordinary shares |
$ | ( |
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Ordinary Shares |
Additional |
Total |
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Class A |
Class B |
Paid-in |
Accumulated |
Shareholders’ |
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Shares |
Amount |
Shares |
Amount |
Capital |
Deficit |
Equity |
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Balance - January 1, 2021 |
$ |
$ |
$ |
$ |
( |
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$ |
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Shares subject to possible redemption |
( |
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Net income |
— | — | ||||||||||||||||||||||||||
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Balance - March 31, 2021 (unaudited) |
$ |
$ |
$ |
$ |
( |
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$ |
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Shares subject to possible redemption |
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Net loss |
— | — | ( |
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Balance - June 30, 2021 (unaudited) |
$ |
$ |
$ |
$ |
( |
) |
$ |
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Cash Flows from Operating Activities: |
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Net loss |
$ | ( |
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Adjustments to reconcile net loss to net cash used in operating activities: |
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Change in fair value of derivative warrant liabilities |
( |
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Unrealized gain on investments held in Trust Account |
( |
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Changes in operating assets and liabilities: |
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Prepaid expenses |
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Accounts payable |
( |
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Accrued expenses |
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Net cash used in operating activities |
( |
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Net increase in cash |
( |
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Cash - beginning of the period |
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Cash - end of the period |
$ |
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Supplemental disclosure of noncash investing and financing activities: |
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Change in value of Class A ordinary shares subject to possible redemption |
$ |
• | Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; |
• | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
• | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
For the three months ended June 30, 2021 |
For the six months ended June 30, 2021 |
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Class A ordinary shares subject to possible redemption |
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Numerator: Earnings allocable to ordinary shares subject to possible redemption |
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Income from investments held in Trust Account |
$ | $ | ||||||
Less: Company’s portion available to be withdrawn to pay taxes |
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Net income attributable to Class A ordinary shares subject to possible redemption |
$ |
$ |
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Denominator: Weighted average Class A ordinary shares subject to possible redemption |
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Basic and diluted weighted average shares outstanding |
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Basic and diluted net income per share |
$ |
$ |
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Non-Redeemable Ordinary Shares |
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Numerator: Net Loss minus Net Earnings |
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Net loss |
$ | ( |
) | $ | ( |
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Less: net income allocable to Class A ordinary shares subject to possible redemption |
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Non-redeemable net loss |
$ |
( |
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$ |
( |
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Denominator: weighted average Non-redeemable ordinary shares |
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Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares |
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Basic and diluted net loss per share, Non-redeemable ordinary shares |
$ |
( |
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$ |
( |
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• | in whole and not in part; |
• | at a price of $ |
• | upon not less than |
• | if, and only if, the last reported sale price of Class A ordinary shares for any sub-divisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations and the like). |
• | in whole and not in part; |
• | at $ provided |
• | if, and only if, the closing price of Class A ordinary shares equals or exceeds $ |
• | if the closing price of the Class A ordinary shares for any |
Description |
Quoted Prices in Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Other Unobservable Inputs (Level 3) |
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Assets: |
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Investments held in Trust Account |
$ | $ | — | $ | — | |||||||
Liabilities: |
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Derivative warrant liabilities – Public Warrants |
$ | $ | — | $ | — | |||||||
Derivative warrant liabilities - Private Placement Warrants |
$ | — | $ | $ | — |
Description |
Quoted Prices in Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Other Unobservable Inputs (Level 3) |
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Assets: |
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Investments held in Trust Account |
$ | $ | — | $ | — | |||||||
Liabilities: |
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Derivative warrant liabilities – Public Warrants |
$ | — | $ | — | $ | |||||||
Derivative warrant liabilities - Private Placement Warrants |
$ | — | $ | — | $ |
Level 3 derivative warrant liabilities at December 31, 2020 |
$ | |||
Transfer of Public Warrants to Level 1 |
( |
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Transfer of Private Placement Warrants to Level 2 |
( |
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Change in Level 3 fair value of derivative warrant liabilities |
( |
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Level 3 derivative warrant liabilities at March 31, 2021 |
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$ |
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Change in Level 3 fair value of derivative warrant liabilities |
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— |
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Level 3 derivative warrant liabilities at June 30, 202 1 |
$ | |||
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Level 1 | – | Quoted prices in active markets for identical assets or liabilities on the reporting date. | ||
Level 2 | – | Pricing inputs are based on quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. | ||
Level 3 | – | Pricing inputs are generally unobservable and include situations where there is little, if any, market activity for the investment. The inputs into the determination of fair value require management’s judgment or estimation of assumptions that market participants would use in pricing the assets or liabilities. The fair values are therefore determined using factors that involve considerable judgment and interpretations, including, but not limited to, private and public comparables, third-party appraisals, discounted cash flow models, and fund manager estimates. |
• | We have implemented procedures intended to ensure that we identify and apply the applicable accounting guidance to all complex transactions. |
• | We are establishing additional monitoring and oversight controls designed to ensure the accuracy and completeness of our consolidated financial statements and related disclosures. |
* | Filed herewith. |
** | Furnished. |
(1) | Previously filed as an exhibit to our Current Report on Form 8-K filed on February 24, 2021 and incorporated by reference herein. |
RMG ACQUISITION CORPORATION II | ||||||
Date: August 16, 2021 | /s/ Robert S. Mancini | |||||
Name: | Robert S. Mancini | |||||
Title: | Chief Executive Officer (Principal Executive Officer) | |||||
Date: August 16, 2021 | /s/ Wesley Sima | |||||
Name: | Wesley Sima | |||||
Title: | Chief Financial Officer (Principal Financial and Accounting Officer) |
EXHIBIT 31.1
CERTIFICATION
PURSUANT TO RULE 13a-14 AND 15d-14
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, Robert S. Mancini, certify that:
1. | I have reviewed this Quarterly Report on Form 10-Q of RMG Acquisition Corporation II; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | (Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313); |
c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: August 16, 2021 | By: | /s/ Robert S. Mancini | ||||
Name: | Robert S. Mancini | |||||
Title: | Chief Executive Officer (Principal Executive Officer) |
EXHIBIT 31.2
CERTIFICATION
PURSUANT TO RULE 13a-14 AND 15d-14
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, Wesley Sima, certify that:
1. | I have reviewed this Quarterly Report on Form 10-Q of RMG Acquisition Corporation II; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | (Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313); |
c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: August 16, 2021 | By: | /s/ Wesley Sima | ||||
Wesley Sima | ||||||
Chief Financial Officer (Principal Financial and Accounting Officer) |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. 1350
(SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)
In connection with the Quarterly Report of RMG Acquisition Corporation II (the Company) on Form 10-Q for the quarter ended June 30, 2021, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Robert S. Mancini, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
(1) | the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: August 16, 2021 | By: | /s/ Robert S. Mancini | ||||
Name: | Robert S. Mancini | |||||
Title: | Chief Executive Officer (Principal Executive Officer) |
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADDED BY
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of RMG Acquisition Corporation II (the Company) on Form 10-Q for the quarter ended June 30, 2021, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Wesley Sima, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
(1) | the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: August 16, 2021 | By: | /s/ Wesley Sima | ||||
Wesley Sima | ||||||
Chief Financial Officer (Principal Financial and Accounting Officer) |