UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 4, 2024 (April 1, 2024 )
(Exact name of registrant as specified in its charter)
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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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(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:
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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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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 1.02 |
Termination of a Material Definitive Agreement.
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As previously disclosed with the Securities and Exchange Commission in a Current Report filed on Form 8-K on May 11, 2023, RMG Acquisition Corp. III (the “Company”) entered into an Agreement and Plan of Merger (as amended from time to time, the “Merger Agreement”), dated May 9, 2023 with
H2B2 Electrolysis, Inc. (“H2B2”).
On April 1, 2024, the Company delivered a termination notice to H2B2 notifying it that the Company was exercising its right to terminate the Merger
Agreement effective March 31, 2024, since the closing of the transactions contemplated by the Merger Agreement had not occurred on or prior to March 31, 2024.
As a result of the Company terminating the Merger Agreement, each of (i) the Support Agreement, dated May 9, 2023, by and among the Company, H2B2 and
certain H2B2 stockholders and (ii) the Support Agreement, dated May 9, 2023, by and among the Company, RMG Sponsor III LLC, and H2B2 terminated pursuant to their respective terms.
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.
Dated: April 4, 2024
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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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