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 or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) | ||
(Address of principal executive offices) |
(Zip Code) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
one-fifth of one redeemable warrant |
The | |||
The | ||||
warrants included as part of the |
The | |||
units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
☒ | Smaller reporting company | |||||
Emerging growth company |
Page No. |
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Item 1. |
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3 |
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5 |
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Item 2. |
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Item 3. |
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Item 4. |
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Item 1. |
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Item 1A. |
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Item 2. |
24 |
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Item 3. |
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Item 4. |
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Item 5. |
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Item 6. |
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26 |
March 31, 2022 |
December 31, 2021 |
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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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Investments held in Trust Account |
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Other assets |
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Total Assets |
$ |
$ |
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Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit: |
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Current liabilities: |
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Accounts payable |
$ | $ | ||||||
Accrued expenses |
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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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Convertible working capital loan – related party |
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Derivative warrant liabilities |
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Total liabilities |
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Commitments and Contingencies |
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Class A ordinary shares; |
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Shareholders’ Deficit: |
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Preference shares, $ outstanding at March 31, 2022 and December 31, 2021, respectively |
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Class A ordinary shares, $ |
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Class B ordinary shares, $ |
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Additional paid-in capital |
— | |||||||
Accumulated deficit |
( |
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) | ||||
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Total shareholders’ deficit |
( |
) | ( |
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Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit |
$ |
$ |
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For the three months ended March 31, 2022 |
For the three months ended March 31, 2021 |
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General and administrative expenses |
$ | $ | ||||||
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Loss from operations |
( |
) | ( |
) | ||||
Other income (expense) |
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Change in fair value of derivative liabilities |
( |
) | ||||||
Financing costs - warrant liabilities |
( |
) | ||||||
Interest income |
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Interest expense |
( |
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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 income (loss) |
$ | $ | ( |
) | ||||
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Weighted average Class A ordinary shares, basic and diluted |
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Basic and diluted net income (loss) per ordinary share, Class A |
$ | $ | ( |
) | ||||
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Weighted average Class B ordinary shares, basic and diluted |
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Basic and diluted net income (loss) per ordinary share, Class B |
$ | $ | ( |
) | ||||
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For The Three Months Ended March 31, 2022 |
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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 |
Deficit |
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Balance - December 31, 2021 |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
Net incom e |
— | — | — | — | — | |||||||||||||||||||||||
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Balance - March 31, 2022 (unaudited) |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
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For The Three Months Ended March 31, 2021 |
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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 |
Deficit |
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Balance - December 31, 2020 |
$ |
$ |
$ |
$ |
( |
) |
$ |
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Excess purchase price a b ove fair value of private placement warrants |
— | — | — | — | — | |||||||||||||||||||||||
Accrection on Class A ordinary shares subject to possible redemption |
— | — | — | — | ( |
) | ( |
) | ( |
) | ||||||||||||||||||
Net income |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
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Balance - March 31, 2021 (unaudited) |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
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For the three months ended March 31, 2022 |
For the three months ended March 31, 2021 |
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Cash Flows from Operating Activities: |
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Net income (loss) |
$ | $ | ( |
) | ||||
Adjustments to reconcile net income (loss) to net cash used in operating activities: |
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Change in fair value of derivative liabilities |
( |
) | ||||||
Financing costs - warrant liabilities |
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Interest expense |
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— |
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Unrealized gain on investments held in Trust Account |
( |
) | ( |
) | ||||
Changes in operating assets and liabilities: |
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Prepaid expenses and other assets |
( |
) | ||||||
Accounts payable |
( |
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Accrued expenses |
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Net cash used in operating activities |
( |
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Cash Flows from Investing Activities: |
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Cash deposited in Trust Account |
( |
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Net cash used in investing activities |
( |
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Cash Flows from Financing Activities: |
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Proceeds from note payable to related party |
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Repayment of note payable to related party |
( |
) | ||||||
Proceeds from promissory note |
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Proceeds received from initial public offering, gross |
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Proceeds received from private placement |
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Offering costs paid |
( |
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Net cash provided by financing 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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Offering costs included in accounts payable |
$ | $ | ||||||
Offering costs included in accrued expenses |
$ | $ | ||||||
Offering costs paid by related party under promissory note |
$ | $ | ||||||
Deferred legal fees |
$ | $ | ||||||
Deferred underwriting commissions |
$ | $ | ||||||
Prepaid expenses paid by Sponsor in exchange for issuance of Class B ordinary shares |
$ | $ |
• | Level 1, defined as observable inputs such as quoted prices (unadjusted) 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 March 31, 2022 |
For the Three Months Ended March 31, 2021 |
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Class A |
Class B |
Class A |
Class B |
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Basic and diluted net income per common share: |
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Numerator: |
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Allocation of net income (loss) |
$ | $ | $ | ( |
$ | ( |
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Denominator: |
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Basic and diluted weighted average common shares outstanding |
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Basic and diluted net income (loss) per common share |
$ | $ | $ | ( |
) | $ | ( |
) | ||||||||
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March 31, 2022 |
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Principal value of convertible working capital loan |
$ |
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Fair value of Working Capital Loan Option |
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Debt discount |
( |
) | ||
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Carrying value of convertible working capital loan - related party |
$ |
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Gross Proceeds |
$ | |
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Less: |
— | |||
Offering costs allocated to Class A shares subject to possible redemption |
( |
) | ||
Proceeds allocated to Public Warrants at issuance |
( |
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Plus: |
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Accrection on Class A ordinary shares subject to possible redemption amount |
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Class A ordinary shares subject to possible redemption |
$ |
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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 (the “closing price”) of Class A ordinary shares equals or exceeds $ |
• | in whole and not in part; |
• | at $ |
• | 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 | Level 1 |
Level 2 |
Level 3 |
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Assets: |
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Investments held in Trust Account - U.S. Treasury Securities |
$ | |
$ | — | $ | — | ||||||
Liabilities |
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Derivative liabilities - Public Warrants |
$ | $ | — | $ | — | |||||||
Derivative liabilities - Private Warrants |
— | — | ||||||||||
Working capital loan option |
— | — |
Description | Level 1 |
Level 2 |
Level 3 |
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Assets: |
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Investments held in Trust Account - U.S. Treasury Securities |
$ | |
$ | — | $ | — | ||||||
Liabilities |
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Derivative liabilities - Public Warrants |
$ | $ | — | $ | — | |||||||
Derivative liabilities - Private Warrants |
— | — |
March 31 , |
December 31, |
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2022 |
2021 |
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Share price |
$ | $ | ||||||
Volatility |
% | % | ||||||
Expected life of the options to convert |
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Risk-free rate |
% | % | ||||||
Dividend yield |
January 20, |
March 31, |
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2022 |
2021 |
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Strike price of debt conversion |
$ |
$ |
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Volatility |
% |
% | ||||||
Expected life of the options to convert |
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Risk-free rate |
% |
% | ||||||
Dividend yield |
Public Warrants |
Private Warrants |
Total |
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Derivative warrant liabilities at December 31, 2020 |
$ | $ | $ | |||||||||
Issuance of Public and Private Warrants |
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Transfer of Public Warrants to Level 1 |
( |
) | ( |
) | ||||||||
Change in fair value of derivative warrant liabilities |
( |
) | ( |
) | ||||||||
Derivative warrant liabilities at December 31, 2021 |
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Change in fair value of derivative warrant liabilities |
( |
) | ( |
) | ||||||||
Derivative warrant liabilities at March 31, 2022 |
$ |
$ |
$ |
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Fair value at December 31, 2021 |
$ |
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Initial fair value of Working Capital Loan Option |
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Change in fair value of Working capital loan option |
( |
) | ||
Fair value at March 31, 2022 |
$ |
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* | These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. |
RMG ACQUISITION CORP. III | ||
By: | /s/ Robert S. Mancini | |
Name: | Robert S. Mancini | |
Title: | Chief Executive Officer |
EXHIBIT 31.1
CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Robert S. Mancini, certify that:
1. | I have reviewed the Quarterly Report on Form 10-Q for the three months ended March 31, 2022 of RMG Acquisition Corp. III; |
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 officers 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 intentionally omitted in accordance with SEC Release Nos. 34-47986 and 34-54942]; |
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 officers 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 controls over financial reporting. |
Date: May 13, 2022 | By: | /s/ Robert S. Mancini | ||||
Robert S. Mancini | ||||||
Chief Executive Officer and Director (Principal Executive Officer) |
EXHIBIT 31.2
CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Wesley Sima, certify that:
1. | I have reviewed the Quarterly Report on Form 10-Q for the three months ended March 31, 2022 of RMG Acquisition Corp. III; |
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 officers 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 intentionally omitted in accordance with SEC Release Nos. 34-47986 and 34-54942]; |
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 officers 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 controls over financial reporting. |
Date: May 13, 2022 |
By: |
/s/ Wesley Sima | ||||
Wesley Sima | ||||||
Chief Financial Officer | ||||||
(Principal Financial and Accounting Officer) |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of RMG Acquisition Corp. III (the Company) on Form 10-Q for the quarter ended March 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Robert Mancini, Chief Executive Officer and Director 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 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: May 13, 2022 | ||
/s/ Robert S. Mancini | ||
Name: Robert S. Mancini | ||
Title: Chief Executive Officer and Director (Principal Executive Officer) |
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of RMG Acquisition Corp. III (the Company) on Form 10-Q for the quarter ended March 31, 2022, 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 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: May 13, 2022 | ||
/s/ Wesley Sima | ||
Name: Wesley Sima | ||
Title: Chief Financial Officer | ||
(Principal Financial and Accounting Officer) |