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As filed with the Securities and Exchange Commission on October 15, 2020

Registration No. 333-              

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

RMG ACQUISITION CORP.

(Exact name of Registrant as specified in its charter)

Delaware

6770

84-2289787

(State or other jurisdiction of
incorporation or organization)

(Primary standard industrial
classification code number)

(I.R.S. Employer
Identification Number)

50 West Street, Suite 40-C

New York, New York 10006

Telephone: (212) 785-2579

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Robert S. Mancini

Chief Executive Officer

50 West Street, Suite 40-C

New York, New York 10006

Telephone: (212) 785-2579

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

David S. Allinson
Latham & Watkins LLP
885 Third Avenue
New York, NY 10022
(212) 906-1200

Ryan J. Maierson
Latham & Watkins LLP
811 Main Street, Suite 3700
Houston, Texas 77002
(713) 546-5400

David M. Hernand
Paul Hastings LLP
1999 Avenue of the Stars
Los Angeles, California 90067
(310) 620-5700

Jonathan Ko
Paul Hastings LLP
515 South Flower Street
25th Floor
Los Angeles, CA 90071
(213) 683-6000

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and all other conditions to the transactions contemplated by the Agreement and Plan of Merger described in the included proxy statement/consent solicitation statement/prospectus have been satisfied or waived.

If the securities being registered on this form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

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 7(a)(2)(B) of the Securities Act.

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

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CALCULATION OF REGISTRATION FEE

Title of Each Class of Security To Be Registered

Amount To Be
Registered

Proposed
Maximum
Offering Price
Per Security(1)

Proposed
Maximum
Aggregate
Offering Price(1)

Amount of
Registration
Fee

Common Stock (2)

95,916,029

$10.31

$988,894,259

$107,889

Total

95,916,029

$10.31

$988,894,259

$107,889

(1)Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of RMG’s Class A common stock on October 7, 2020. This calculation is in accordance with Rule 457(f)(1) of the Securities Act of 1933, as amended.
(2)Represents shares of common stock to be issued by RMG to Romeo’s securityholders, upon consummation of the Business Combination described herein, including shares issuable pursuant to outstanding options, warrants and convertible notes, based on an exchange ratio that incorporates certain assumptions about Romeo’s cash and debt at the closing of the Business Combination.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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PRELIMINARY PROXY STATEMENT

SUBJECT TO COMPLETION, DATED OCTOBER 15, 2020

RMG ACQUISITION CORP.

50 West Street, Suite 40-C

New York, New York 10006

NOTICE OF

SPECIAL MEETING

TO BE HELD ON           , 2020

TO THE STOCKHOLDERS OF RMG ACQUISITION CORP.:

NOTICE IS HEREBY GIVEN that a special meeting of RMG Acquisition Corp. (“RMG”), a Delaware corporation, will be held at 10:00 a.m. eastern time, on            , 2020, in a virtual format. You are cordially invited to attend the special meeting, which will be held for the following purposes:

(1)

Proposal No. 1 - The Business Combination Proposal—to consider and vote upon a proposal to approve and adopt the Agreement and Plan of Merger, dated as of October 5, 2020 (as amended from time to time, the “Merger Agreement”), by and among RMG, RMG Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of RMG (“Merger Sub”), and Romeo Systems, Inc., a Delaware corporation (“Romeo”), a copy of which is attached to this proxy statement/consent solicitation statement/prospectus as Annex A, and the transactions contemplated thereby, including the merger of Merger Sub with and into Romeo, with Romeo surviving as a wholly owned subsidiary of RMG (the “Business Combination”)—we refer to this proposal as the “business combination proposal”;

(2)

Proposal No. 2 - The RMG Charter Proposals—to consider and vote upon separate proposals to approve amendments to RMG’s current amended and restated certificate of incorporation to: (i) change the name of the public entity to “Romeo Power, Inc.” as opposed to “RMG Acquisition Corp.”; (ii) increase RMG’s capitalization so that it will have 250,000,000 authorized shares of a single class of common stock and 10,000,000 authorized shares of preferred stock, as opposed to RMG having 100,000,000 authorized shares of Class A common stock, 10,000,000 authorized shares of Class B common stock and 1,000,000 authorized shares of preferred stock; and (iii) delete the various provisions applicable only to special purpose acquisition corporations (such as the obligation to dissolve and liquidate if a business combination is not consummated within a certain period of time)—we refer to these proposals collectively as the “RMG charter proposals;

(3)

Proposal No. 3 - The NYSE Proposal—to consider and vote upon a proposal to approve, for purposes of complying with applicable listing rules of The New York Stock Exchange (the “NYSE”), the issuance of shares of Class A common stock pursuant to the Business Combination and the issuance by RMG of Class A common stock, par value $0.0001 per share, to certain accredited investors or qualified institutional buyers in a private placement, the proceeds of which will be used to finance the Business Combination and related transactions and the costs and expenses incurred in connection therewith with any balance used for working capital purposes—we refer to this proposal as the “NYSE proposal”;

(4)

Proposal No. 4 - The Director Election Proposal—to approve of the appointment of seven directors who, upon consummation of the Business Combination, will become the directors of the Combined Company after the Business Combination with Romeo—we refer to this proposal as the “director election proposal”;

(5)

Proposal No. 5 - The Incentive Plan Proposal—to consider and vote upon a proposal to approve the 2020 Long-Term Incentive Plan, which is an incentive compensation plan for employees of the Combined Company and its subsidiaries, including Romeo and its subsidiaries—we refer to this proposal as the “incentive plan proposal”;

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(6)

Proposal No. 6 - The Adjournment Proposal—to consider and vote upon a proposal to adjourn the special meeting to a later date or dates if it is determined that more time is necessary or appropriate, in the judgment of RMG’s board or directors or the officer presiding over the special meeting, for RMG to consummate the Business Combination (including to solicit additional votes in favor of any of the foregoing proposals)—we refer to this proposal as the “adjournment proposal.”

These items of business are described in the attached proxy statement/consent solicitation statement/prospectus. We encourage you to read the attached proxy statement/consent solicitation statement/prospectus in its entirety, including the Annexes and accompanying financial statements, before voting. IN PARTICULAR, WE URGE YOU TO CAREFULLY READ THE SECTION ENTITLED “RISK FACTORS.

Only holders of record of RMG common stock at the close of business on            , 2020 are entitled to notice of the special meeting and to vote and have their votes counted at the special meeting and any adjournments or postponements of the special meeting. RMG stockholders may attend, vote and examine the list of RMG stockholders entitled to vote at the special meeting by visiting and entering the control number found on their proxy card, voting instruction form or notice they receive.

After careful consideration, RMG’s board of directors has determined that each of the business combination proposal, the RMG charter proposals, the NYSE proposal, the director election proposal, the incentive plan proposal and the adjournment proposal is fair to and in the best interests of RMG and its stockholders and unanimously recommends that you vote or give instruction to vote “FOR” the business combination proposal, “FOR” each of the RMG charter proposals, “FOR” the NYSE proposal, “FOR” the election of all of the persons nominated by RMG’s management for election as directors, “FOR” the incentive plan proposal and “FOR” the adjournment proposal, if presented. When you consider the recommendation of RMG’s board of directors, you should keep in mind that RMG’s directors and officers may have interests in the Business Combination that conflict with your interests as a stockholder. See the section entitled “Proposal No. 1—The Business Combination Proposal— Interests of the Sponsor and RMG’s Directors and Officers in the Business Combination.”

Consummation of the Business Combination is conditioned on approval of the business combination proposal, the RMG charter proposals, the NYSE proposal, the director election proposal and the incentive plan proposal (and each such proposal is cross-conditioned on the approval of all proposals). If any of the proposals is not approved, we may adjourn the special meeting to gather sufficient shares to constitute a quorum, provide additional information or solicit additional votes.

All RMG stockholders are cordially invited to attend the special meeting which will be held in virtual format. You will not be able to physically attend the special meeting. To ensure your representation at the special meeting, however, you are urged to complete, sign, date and return the proxy card accompanying the proxy statement/consent solicitation statement/prospectus as soon as possible. If you are a stockholder of record holding shares of RMG common stock, you may also cast your vote at the special meeting electronically by visiting        . If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the special meeting and vote electronically, obtain a proxy from your broker or bank.

A complete list of RMG stockholders of record entitled to vote at the special meeting will be available for ten days before the special meeting at the principal executive offices of RMG for inspection by stockholders during business hours for any purpose germane to the special meeting.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the special meeting or not, please complete, sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

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Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors

/s/ D. James Carpenter

D. James Carpenter

Chairman of the Board of Directors

           , 2020

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS.

ALL RMG PUBLIC STOCKHOLDERS HAVE THE RIGHT TO HAVE THEIR SHARES REDEEMED FOR CASH IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION. PUBLIC STOCKHOLDERS ARE NOT REQUIRED TO AFFIRMATIVELY VOTE FOR OR AGAINST THE BUSINESS COMBINATION PROPOSAL OR BE HOLDERS OF RECORD ON THE RECORD DATE IN ORDER TO HAVE THEIR SHARES REDEEMED FOR CASH. THIS MEANS THAT ANY PUBLIC STOCKHOLDER HOLDING SHARES OF RMG COMMON STOCK MAY EXERCISE REDEMPTION RIGHTS REGARDLESS OF WHETHER THEY ARE EVEN ENTITLED TO VOTE ON THE BUSINESS COMBINATION PROPOSAL.

TO EXERCISE REDEMPTION RIGHTS, HOLDERS MUST TENDER THEIR STOCK TO AMERICAN STOCK TRANSFER & TRUST COMPANY, RMG’S TRANSFER AGENT, NO LATER THAN TWO (2) BUSINESS DAYS PRIOR TO THE SPECIAL MEETING. YOU MAY TENDER YOUR STOCK EITHER BY DELIVERING YOUR STOCK CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DEPOSIT WITHDRAWAL AT CUSTODIAN (“DWAC”) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE THE SECTION ENTITLED “SPECIAL MEETING OF RMG STOCKHOLDERS—REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

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GRAPHIC

Romeo Systems, Inc.

4380 Ayers Avenue

Vernon, California 90058

NOTICE OF SOLICITATION OF WRITTEN CONSENT

To Stockholders of Romeo Systems, Inc.:

Pursuant to an Agreement and Plan of Merger, dated as of October 5, 2020 (as it may be amended and/or restated from time to time, the “Merger Agreement”), by and among RMG Acquisition Corp. (“RMG”), RMG Merger Sub, Inc., a wholly owned subsidiary of RMG (“Merger Sub”), and Romeo Systems, Inc. (“Romeo”), Merger Sub will be merged with and into Romeo, with Romeo surviving the merger as a wholly owned subsidiary of RMG (the “Business Combination”).

The accompanying proxy statement/consent solicitation statement/prospectus is being delivered to you on behalf of Romeo’s board of directors to request that Romeo stockholders as of the record date of                        , 2020 (the “Romeo Record Date”) approve by written consent:

(1)

the adoption of the Merger Agreement and the Business Combination (the “Romeo merger proposal”); and

(2)

the adoption of an amendment to Romeo’s Fourth Amended and Restated Certification of Incorporation to amend the definition of “Liquidation Transaction” therein to include the Business Combination and to provide that the consideration in the Business Combination will be allocated among the Romeo stockholders in accordance with the Merger Agreement (the “Romeo charter amendment proposal”).  

The accompanying proxy statement/consent solicitation statement/prospectus describes the Merger Agreement, the Business Combination and the actions to be taken in connection with the Business Combination and provides additional information about the parties involved. Please give this information your careful attention. A copy of each of the Merger Agreement and the Romeo charter amendment is attached as Annex A and Annex D, respectively,  to the accompanying proxy statement/consent solicitation statement/prospectus.

A summary of the appraisal and dissenters’ rights that may be available to you is described in “Appraisal Rights” beginning on page 251 of the accompanying proxy statement/consent solicitation statement/prospectus.  Please note that if you wish to exercise appraisal and dissenters’ rights you must not sign and return a written consent approving the adoption of the Romeo merger proposal or the Romeo charter amendment proposal. However, so long as you do not return a written consent at all, it is not necessary to vote affirmatively against or disapprove the adoption of the Romeo merger proposal or the Romeo charter amendment proposal. In addition, you must take all other steps necessary to perfect your appraisal and dissenters' rights.

Romeo’s board of directors has considered the Business Combination, the terms of the Merger Agreement and the proposed Romeo charter amendment and unanimously approved and declared advisable the Merger Agreement, the Business Combination upon the terms and conditions set forth in the Merger Agreement and the proposed Romeo charter amendment, and unanimously determined that the Merger Agreement, the Business Combination and the proposed Romeo charter amendment are in the best interests of Romeo and its stockholders. Romeo’s board of directors unanimously recommends that stockholders approve the Romeo merger proposal and the Romeo charter amendment proposal.

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Romeo’s executive officers, directors and holders of 5% or more of Romeo’s common stock or preferred stock, which collectively hold approximately 58.7% of the outstanding shares of Romeo common stock and approximately 75.0% of the outstanding shares of Romeo preferred stock, have agreed to execute and deliver a written consent with respect to the outstanding shares of Romeo common stock and preferred stock held by such holders adopting the Merger Agreement and approving the Business Combination and the Romeo charter amendment proposal; accordingly, Romeo expects to have the required votes to approve the Merger Agreement, the Business Combination and the Romeo charter amendment proposal. Due to the obligations of such stockholders, a failure of any other Romeo stockholder to deliver a written consent, or any change or revocation of a previously delivered written consent by any other Romeo stockholder, is not expected to have any effect on the approval of each such proposal. Due to the obligations of such stockholders, a failure of any other Romeo stockholder to deliver a written consent, or any change or revocation of a previously delivered written consent by any other Romeo stockholder, is not expected to have any effect on the approval of each such proposal.

Please complete, date and sign the written consent furnished with the accompanying proxy statement/consent solicitation statement/prospectus and return it promptly to Romeo by one of the means described in the section entitled “Romeo’s Solicitation of Written Consents” beginning on page 78 of the accompanying proxy statement/consent solicitation statement/prospectus.

By Order of the Board of Directors,

/s/ Lionel E. Selwood, Jr.

Lionel E. Selwood, Jr.

Chief Executive Officer

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The information in this proxy statement/consent solicitation statement/prospectus is not complete and may be changed. We may not issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This proxy statement/consent solicitation statement/prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED OCTOBER 15, 2020

PROXY STATEMENT FOR SPECIAL MEETING OF

RMG ACQUISITION CORP.

CONSENT SOLICITATION STATEMENT FOR

ROMEO SYSTEMS, INC.

PROSPECTUS FOR UP TO 95,916,029 SHARES OF COMMON STOCK

The board of directors of each of RMG Acquisition Corp., a Delaware corporation (“RMG”), and Romeo Systems, Inc., a Delaware corporation (“Romeo”), has unanimously approved the Agreement and Plan of Merger, dated as of October 5, 2020 (as amended from time to time, the “Merger Agreement”), by and among RMG, RMG Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of RMG (“Merger Sub”), and Romeo, pursuant to which Merger Sub will merge with and into Romeo, with Romeo surviving as a wholly owned subsidiary of RMG (the “Business Combination,” and the post-Business Combination entity being referred to as “RMG” or the “Combined Company”).

Pursuant to the Merger Agreement, (i)(A) each outstanding share of Romeo common stock and Romeo preferred stock (with each share of Romeo preferred stock being treated as if it were converted into Romeo common stock on the effective date of the Business Combination) and (B) each Romeo convertible note (with each Romeo convertible note being treated as if it were converted into Romeo common stock on the effective date of the Business Combination at a price per share equal to $0.4339) will be converted into the right to receive a pro rata portion of 80,300,820 shares of common stock of RMG and (ii) each Romeo option or Romeo warrant that is outstanding immediately prior to the closing of the Transactions (and by its terms will not terminate upon the closing of the Transactions) will be converted into an option or warrant, as applicable, to purchases a number of shares of RMG common stock equal to the number of shares of Romeo common stock subject to such option or warrant multiplied by the same exchange ratio used for Romeo common stock (rounded down to the nearest whole share) at an exercise price per share equal to the current exercise price per share for such option or warrant divided by such exchange ratio (rounded up to the nearest whole cent), with the aggregate amount of shares of RMG common stock issuable upon exercise of such converted options and warrants to be 15,615,209 (collectively, the “Merger Consideration”). Accordingly, this prospectus covers up to an aggregate of 95,916,029 shares of RMG common stock.

Proposals to approve the Merger Agreement and the other matters discussed in this proxy statement/consent solicitation statement/prospectus will be presented for approval by RMG’s stockholders at the special meeting of stockholders of RMG scheduled to be held on            , 2020, in virtual format and approval by Romeo’s stockholders via written consent.

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RMG’s units, Class A common stock and warrants are currently listed on the New York Stock Exchange (the “NYSE”) under the symbols RMG.UT, RMG and RMG.WT, respectively. Upon the closing of the Business Combination, it is contemplated that RMG will have a single class of common stock. RMG intends to apply for listing, to be effective at the consummation of the Business Combination, of the common stock to be issued in connection with the Business Combination (including the common stock issued pursuant to the Private Placement) together with the common stock previously issued in its initial public offering, the warrants issued in its initial public offering and simultaneous private placement, and the common stock underlying the warrants issued in its initial public offering and simultaneous private placement, on the NYSE under the proposed symbols RMO, in the case of the common stock, and RMO.WT, in the case of the warrants. RMG will not have units traded on the NYSE following consummation of the Business Combination. It is a condition of the consummation of the Business Combination that RMG common stock is approved for listing on the NYSE (subject only to official notice of issuance thereof and public holder requirements), but there can be no assurance such listing condition will be met. If such listing condition is not met, the Business Combination will not be consummated unless the listing condition set forth in the Merger Agreement is waived by the parties to that agreement.

RMG is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and has elected to comply with certain reduced public company reporting requirements.

This proxy statement/consent solicitation statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the special meeting of RMG’s stockholders. We encourage you to carefully read this entire document. You should also carefully consider the risk factors described in the section entitled “Risk Factors” beginning on page 39. These securities have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission nor has the Securities and Exchange Commission or any state securities commission passed upon the accuracy or adequacy of this proxy statement/consent solicitation statement/prospectus. Any representation to the contrary is a criminal offense.

This proxy statement/consent solicitation statement/prospectus incorporates by reference important business and financial information about RMG from documents that are not included in or delivered with this proxy statement/consent solicitation statement/prospectus. You can obtain documents incorporated by reference in this proxy statement/consent solicitation statement/prospectus and other filings of RMG with the Securities and Exchange Commission by visiting its website at www.sec.gov or requesting them in writing or by telephone from RMG at the following address:

Mr. Robert S. Mancini

RMG Acquisition Corp.

50 West Street, Suite 40-C

New York, NY 10006

Tel: (212) 785-2579

You will not be charged for any of these documents that you request. Stockholders requesting documents should do so by            , 2020 (five business days prior to the meeting date) in order to receive them before the special meeting.

This proxy statement/consent solicitation statement/prospectus is dated            , 2020, and is first being mailed to RMG stockholders on or about such date.

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FREQUENTLY USED TERMS

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SUMMARY OF THE MATERIAL TERMS OF THE BUSINESS COMBINATION

1

QUESTIONS AND ANSWERS

4

SUMMARY OF THE PROXY STATEMENT/CONSENT SOLICITATION STATEMENT/PROSPECTUS

15

SELECTED HISTORICAL FINANCIAL INFORMATION

28

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

31

COMPARATIVE PER SHARE DATA

36

FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY

37

RISK FACTORS

39

SPECIAL MEETING OF RMG STOCKHOLDERS

72

ROMEO’S SOLICITATION OF WRITTEN CONSENTS

78

PROPOSAL NO. 1THE BUSINESS COMBINATION PROPOSAL

81

THE MERGER AGREEMENT

99

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

106

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

114

PROPOSAL NO. 2—THE RMG CHARTER PROPOSALS

129

PROPOSAL NO. 3—THE NYSE PROPOSAL

131

PROPOSAL NO. 4—THE DIRECTOR ELECTION PROPOSAL

132

PROPOSAL NO. 5—THE INCENTIVE PLAN PROPOSAL

133

PROPOSAL NO. 6THE ADJOURNMENT PROPOSAL

138

OTHER INFORMATION RELATED TO RMG

139

BUSINESS OF ROMEO

148

EXECUTIVE COMPENSATION OF ROMEO

167

ROMEO’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

173

BENEFICIAL OWNERSHIP OF SECURITIES

203

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

207

COMPARISON OF STOCKHOLDERS’ RIGHTS

215

MANAGEMENT OF THE COMBINED COMPANY

234

DESCRIPTION OF RMG’S SECURITIES AFTER THE BUSINESS COMBINATION

243

INFORMATION ON RMG SECURITIES AND DIVIDENDS

250

APPRAISAL RIGHTS

251

OTHER STOCKHOLDER COMMUNICATIONS

258

LEGAL MATTERS

258

EXPERTS

258

DELIVERY OF DOCUMENTS TO STOCKHOLDERS

258

WHERE YOU CAN FIND MORE INFORMATION

259

INDEX TO FINANCIAL STATEMENTS

F-1

Annexes

ANNEX A: AGREEMENT AND PLAN OF MERGER

Annex A-1

ANNEX B: SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

Annex B-1

ANNEX C: 2020 INCENTIVE EQUITY PLAN

Annex C-1

ANNEX D: CERTIFICATE OF AMENDMENT OF THE FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ROMEO SYSTEMS, INC.

Annex D-1

ANNEX E: SECTION 262 OF THE DELAWARE GENERAL CORPORATION LAW

Annex E-1

ANNEX F: CHAPTER 13 OF THE CALIFORNIA CORPORATIONS CODE

Annex F-1

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You should rely only on the information contained in this proxy statement/consent solicitation statement/prospectus in determining whether to vote in favor of the Business Combination and the other proposals. No one has been authorized to provide you with information that is different from that contained in this proxy statement/consent solicitation statement/prospectus. This proxy statement/consent solicitation statement/prospectus is dated            , 2020. You should not assume that the information contained in this proxy statement/consent solicitation statement/prospectus is accurate as of any date other than that date. Neither the mailing of this proxy statement/consent solicitation statement/prospectus to RMG stockholders or Romeo stockholders nor the issuance by RMG of common stock in connection with the Business Combination will create any implication to the contrary.

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FREQUENTLY USED TERMS

As used in this proxy statement/consent solicitation statement/prospectus, unless otherwise noted or the context otherwise requires, references to:

2020 Plan” means the 2020 Long-Term Incentive Plan of the Combined Company after the closing of the Business Combination.

Anchor Investors” means certain funds and accounts managed by subsidiaries of BlackRock, Inc. and certain funds and accounts managed by Alta Fundamental Advisers LLC that purchased units and private warrants in the Initial Public Offering.

Code” means the Internal Revenue Code of 1986, as amended.

DGCL” means the Delaware General Corporation Law, as amended.

Exchange Act” means the Securities Exchange Act of 1934, as amended.

Founder Shares” means the 5,750,000 shares of Class B common stock of RMG that were issued prior to the Initial Public Offering and, unless otherwise indicated, assumes conversion of those shares upon consummation of the Business Combination into RMG’s single class of common stock on a one-for-one basis.

Grant Thornton” means Grant Thornton LLP, an independent registered public accounting firm, serving as RMG’s auditors.

HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

Initial Public Offering” means the initial public offering of 20,000,000 units, consummated on February 12, 2019, and the underwriters’ exercise of an over-allotment option to purchase 3,000,000 additional units to cover over-allotments on February 19, 2019, generating aggregate gross proceeds of $230 million.

JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended.

Merger Agreement” means the Agreement and Plan of Merger, dated as of October 5, 2020, by and among RMG, Merger Sub and Romeo, as amended from time to time.

Merger Sub” means RMG Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary.

Merger Sub” means RMG Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of RMG.

NYSE” means the New York Stock Exchange.

Private Placement” means the private placement of an aggregate of 15,000,000 shares of Class A common stock with the Subscription Investors pursuant to Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder, for a purchase price of $10.00 per share to RMG in an aggregate amount of approximately $150 million, pursuant to the Subscription Agreements.

private warrants” means the private placement of 4,600,000 warrants of RMG sold to the Sponsor and the Anchor Investors simultaneously with the Initial Public Offering.

public shares” means the common stock included in the units issued in the Initial Public Offering.

Public Stockholders” means holders of public shares, including the Sponsor, the Anchor Investors and RMG’s officers and directors to the extent they hold public shares; provided, that the holders of Founder Shares will be considered a “Public Stockholder” only with respect to any public shares held by them.

public warrants” means the warrants exercisable for Class A common stock included in the units issued in the Initial Public Offering.

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Registration Rights Agreement” means the amended and restated registration rights agreement to be entered into in connection with the consummation of the Business Combination among RMG, certain stockholders of Romeo, the holders of the Founder Shares and certain other stockholders of RMG.

“Republic” means Republic Services Alliance Group III, Inc., a Subscription Investor.

RMG” means RMG Acquisition Corp., a Delaware corporation, both prior to and after the Business Combination, which is expected to be renamed “Romeo Power, Inc.” upon the consummation of the Business Combination. In some instances, RMG after the Business Combination is alternatively referred to as the “Combined Company”.

RMG common stock” means (i) prior to the Business Combination, RMG’s Class A common stock and Class B common stock collectively, and (ii) after the Business Combination, RMG’s single class of common stock.

Romeo” means Romeo Systems, Inc., a Delaware corporation.

Romeo convertible notes” means all notes issued and outstanding by Romeo or any of its subsidiaries that are convertible by their terms into shares of Romeo’s capital stock.

Romeo common stock” means, collectively, (i) Romeo’s Class A Common Stock, par value $0.00001 per share and (ii) Romeo’s Class B Common Stock, par value $0.00001 per share.

Romeo option” means an option to purchase shares of Romeo common stock.

Romeo preferred stock” means, collectively, (i) Romeo’s Series Seed Preferred Stock, par value $0.00001 per share, (ii) Romeo’s Series A-1 Preferred Stock, par value $0.00001 per share, (iii) Romeo’s Series A-2 Preferred Stock, par value $0.00001 per share, (iv) Romeo’s Series A-3 Preferred Stock, par value $0.00001 per share, (v) Romeo’s Series A-4 Preferred Stock, par value $0.00001 per share, and (vi) Romeo’s Series A-5 Preferred Stock, par value $0.00001 per share.

Romeo warrant” means a warrant to purchase shares of Romeo common stock (which for the avoidance of doubt is not a Romeo option).

SEC” means the Securities and Exchange Commission.

Securities Act” means the Securities Act of 1933, as amended.

special meeting” means the special meeting of the stockholders of RMG that is the subject of this proxy statement/consent solicitation statement/prospectus.

Sponsor” means RMG Sponsor, LLC, a Delaware limited liability company and an affiliate of certain of RMG’s officers and directors.

Stockholders’ Agreement” means the stockholders’ agreement to be entered into in connection with the consummation of the Business Combination among RMG, the Sponsor and certain existing stockholders of Romeo.

Subscription Agreements” means the subscription agreements dated October 5, 2020, by and between RMG and the Subscription Investors.

Subscription Investor Option” means the option that expires 30 days after the signing of the Subscription Agreements to purchase an additional 2,500,000 shares of Class A common stock at the same purchase price and on the same terms as described in the Subscription Agreements granted to Republic.

Subscription Investors” means the accredited investors or qualified institutional buyers with whom RMG entered into the Subscription Agreements.

U.S. GAAP” means generally accepted accounting principles in the United States.

RMG warrants” means the public warrants and the private warrants.

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SUMMARY OF THE MATERIAL TERMS OF THE BUSINESS COMBINATION

The parties to the Business Combination are RMG, Merger Sub and Romeo. Pursuant to the Merger Agreement, Merger Sub will merge with and into Romeo, with Romeo surviving as a wholly owned subsidiary of RMG. See the section entitled “The Merger Agreement.”
Under the Merger Agreement, the stockholders and convertible noteholders of Romeo will receive an aggregate of 80,300,820 shares of RMG common stock at the closing of the Business Combination. Holders of Romeo options and Romeo warrants will receive options or warrants, as applicable, of RMG exercisable in the aggregate for 15,615,209 shares of RMG common stock. See the section entitled “Proposal No. 1—The Business Combination Proposal—Structure of the Transactions.
Immediately following the closing of the Business Combination, Romeo’s stockholders will hold approximately 64.7% of the issued and outstanding RMG common stock (on account of RMG shares issued in the Business Combination) and current stockholders of RMG will hold approximately 23.2% of the issued and outstanding RMG common stock, and the remaining 12.1% will be held by the investors in the Private Placement (defined below) that are purchasing RMG common stock, in each case, based on the number of shares of RMG common stock outstanding as of June 30, 2020 (assuming no holder of RMG’s public shares exercises redemption rights as described in this proxy statement/consent solicitation statement/prospectus and in each case not giving effect to any shares issuable upon exercise of options or warrants and assuming that the Subscription Investor Option is not exercised). See the section entitled “Proposal No. 1—The Business Combination Proposal—Structure of the Transactions.
The Merger Agreement may be terminated at any time, but not later than the closing of the Business Combination, (i) by mutual written consent of RMG and Romeo; (ii) by either RMG or Romeo if the transactions are not consummated on or before the later of  February 12, 2021 or such later date as RMG’s stockholders may approve; (iii) by either RMG or Romeo if a governmental entity shall have issued an order, decree or ruling or taken any other action, in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the Business Combination, which order, decree, judgment, ruling or other action is final and non-appealable; (iv) by either RMG or Romeo if the other party has breached any of its covenants or representations and warranties in any material respect such that the closing conditions regarding the accuracy thereof would not be satisfied, and has not cured its breach within forty-five days (or any shorter time period that remains prior to the termination date provided in item (ii) above) of the notice of an intent to terminate, provided that the terminating party is itself not in breach; (v) by RMG if Romeo stockholder approval of the Business Combination has not been obtained within three business days following the date that this proxy statement/consent solicitation statement/prospectus is disseminated by Romeo to its stockholders; or (vi) by either RMG or Romeo if, at the RMG stockholder meeting, the Business Combination shall fail to be approved by the required vote described herein (subject to any adjournment or recess of the meeting). See the section entitled “The Merger Agreement—Termination.”

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In addition to voting on the business combination proposal, the stockholders of RMG will vote on separate proposals to approve amendments to RMG’s current amended and restated certificate of incorporation to: (i) change the name of the public entity to “Romeo Power, Inc.” as opposed to “RMG Acquisition Corp.”; (ii) increase RMG’s capitalization so that it will have 250,000,000 authorized shares of a single class of common stock and 10,000,000 authorized shares of preferred stock, as opposed to RMG having 100,000,000 authorized shares of Class A common stock, 10,000,000 authorized shares of Class B common stock and 1,000,000 authorized shares of preferred stock; and (iii) delete the various provisions applicable only to special purpose acquisition corporations (such as the obligation to dissolve and liquidate if a business combination is not consummated within a certain period of time). The stockholders of RMG will also consider and vote upon a proposal to approve, for purposes of complying with applicable listing rules of the NYSE, the issuance by RMG of Class A common stock, par value $0.0001 per share, to certain accredited investors and qualified institutional buyers, in a private placement, the proceeds of which will be used to finance the Business Combination and related transactions and the costs and expenses incurred in connection therewith with any balance used for working capital purposes. The stockholders of RMG will also vote on proposals (x) to approve of the appointment of seven directors who, upon consummation of the Business Combination, will become the directors of the Combined Company, (y) to approve the 2020 Plan and (z) to approve, if necessary, an adjournment of the special meeting. See the sections entitled “Proposal No. 2—The RMG Charter Proposals,” “Proposal No. 3—The NYSE Proposal,” “Proposal No. 4—The Director Election Proposal,” “Proposal No.5—The Incentive Plan Proposal” and “Proposal No. 6—The Adjournment Proposal.”
In addition to consenting to the Romeo merger proposal, the Romeo stockholders also will vote on a separate proposal to approve amendments to Romeo’s current Fourth Amended and Restated Certificate of Incorporation to amend the definition of “Liquidation Transaction” therein to include the Business Combination and to provide that the consideration in the Business Combination will be allocated among the Romeo stockholders in accordance with the Merger Agreement.
Upon completion of the Business Combination, if management’s nominees are elected, the directors of the Combined Company will be Lionel E. Selwood, Jr. (Romeo’s chief executive officer), Lauren Webb (Romeo’s chief financial officer), Robert S. Mancini (RMG’s current chief executive officer and a current director of RMG), Philip Kassin (RMG’s current president, current chief operating officer and a current director of RMG), Donald S. Gottwald, Brady Ericson and Susan Brennan. See the section entitled “Proposal No. 4—The Director Election Proposal.”
Upon completion of the Business Combination, the executive officers of the Combined Company will include Lionel E. Selwood, Jr. as chief executive officer, Michael Patterson as chief sales officer, Lauren Webb as chief financial officer, and the other persons described under “Proposal No. 4—The Director Election Proposal—Information about Executive Officers, Directors and Nominees.”
Pursuant to the Registration Rights Agreement, certain of Romeo’s stockholders, the holders of the Founder Shares and certain other stockholders of RMG will be granted certain rights to have registered, in certain circumstances, the resale under the Securities Act of their securities of the Combined Company, subject to certain conditions set forth therein.
The Sponsor and certain stockholders of Romeo will enter into the Stockholders’ Agreement with RMG pursuant to which (a) certain former stockholders of Romeo will have the right to designate (i) two directors for election to RMG’s board of directors if BorgWarner, Inc. does not have the right to designate a director or (ii)  one director for election to RMG’s board of directors if BorgWarner, Inc. does have the right to designate a director, in each case for so long as such former stockholders maintain collective ownership of a certain percentage interest in RMG, (b) BorgWarner, Inc. will have the right to designate one director provided that it maintains ownership of a certain percentage interest in RMG, and (c) the Sponsor will have the right to designate up to two directors for election to RMG’s board of directors for so long as it maintains ownership of a certain percentage interest in RMG.

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In connection with the execution of the Merger Agreement, each executive officer and director of Romeo and each holder of 5% or more of Romeo’s common stock or preferred stock, who collectively own a majority of the outstanding stock of Romeo, entered into agreements pursuant to which they have agreed to vote in favor of the Merger Agreement, the Business Combination, and the Romeo charter amendment proposal and matters related thereto.

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QUESTIONS AND ANSWERS

The questions and answers below highlight only selected information from this proxy statement/consent solicitation statement/prospectus and only briefly address some commonly asked questions about the special meeting and the proposals to be presented at the special meeting, including with respect to the proposed Business Combination, and the consent solicitation. The following questions and answers do not include all the information that may be important to RMG stockholders and Romeo stockholders. Stockholders are urged to read this entire proxy statement/consent solicitation statement/prospectus, including the Annexes and the other documents referred to herein, the proposed Business Combination and the voting procedures for the special meeting and the consent solicitation.

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION

Q.         What is the Business Combination?

A:         RMG, Merger Sub, a wholly owned subsidiary of RMG, and Romeo have entered into the Merger Agreement, pursuant to which Merger Sub will merge with and into Romeo with Romeo surviving the merger as a wholly owned subsidiary of RMG.

RMG will hold the special meeting to, among other things, obtain the approvals required for the Business Combination and the other transactions contemplated by the Merger Agreement, and you are receiving this proxy statement/consent solicitation statement/prospectus in connection with such meeting. Romeo is also providing these consent solicitation materials to the holders of Romeo common stock and preferred stock, to solicit, among other things, the required written consent to adopt and approve in all respects the Merger Agreement and the transactions contemplated thereby (the “Romeo merger proposal”) and approve amendments to Romeo’s current Fourth Amended and Restated Certificate of Incorporation to to amend the definition of “Liquidation Transaction” therein to include the Business Combination and to provide that the consideration in the Business Combination will be allocated among the Romeo stockholders in accordance with the Merger Agreement (the “Romeo charter amendment proposal”). See the section entitled “The Merger Agreement” beginning on page 99. In addition, a copy of each of the Merger Agreement and Romeo charter amendment is attached to this proxy statement/consent solicitation statement/prospectus as Annex A and Annex D, respectively. We urge you to read carefully this proxy statement/consent solicitation statement/prospectus, including the Annexes and the other documents referred to herein, in their entirety.

Q.        Why am I receiving this proxy statement/consent solicitation/prospectus?

A.         RMG and Romeo have agreed to a Business Combination under the terms of the Merger Agreement that is described in this proxy statement/consent solicitation statement/prospectus. A copy of the Merger Agreement is attached to this proxy statement/consent solicitation statement/prospectus as Annex A, and RMG encourages its stockholders to read it in its entirety. RMG’s stockholders are being asked to consider and vote upon a proposal to approve the Merger Agreement, which, among other things, provides for the Business Combination whereby Merger Sub will merge with and into Romeo, with Romeo surviving as a wholly owned subsidiary of RMG. Romeo is also providing these consent solicitation materials to the holders of Romeo common stock and preferred stock in order to solicit such holders’ written consent to the Romeo merger proposal.  See the section entitled “Proposal No. 1—The Business Combination Proposal.”

This document constitutes a proxy statement of RMG, a consent solicitation statement of Romeo and a prospectus of RMG. It is a proxy statement because the board of directors of RMG is soliciting proxies using this proxy statement/consent solicitation statement/prospectus from its stockholders. It is a consent solicitation statement because the board of directors of Romeo is soliciting written consent using this proxy statement/consent solicitation statement/prospectus from its stockholders. It is a prospectus because RMG, in connection with the Business Combination, is offering shares of RMG common stock in exchange for the outstanding shares of Romeo common stock, Romeo preferred stock and Romeo convertible notes. See “The Merger Agreement”.

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Q:         What will Romeo stockholders and holders of Romeo options, Romeo warrants and Romeo convertible notes receive in the Business Combination?

A:          If the Business Combination is completed, each share of each series of Romeo preferred stock issued and outstanding immediately prior to the effective time of the Business Combination (other than shares owned by Romeo as treasury stock or dissenting shares) will be converted into the right to receive a number of shares of RMG common stock (deemed to have a value of $10 per share) based on the number of shares of Romeo common stock into which such share of preferred stock is convertible immediately prior to the effective time of the Business Combination. Each share of Romeo common stock issued and outstanding immediately prior to the effective time of the Business Combination (other than shares owned by Romeo as treasury stock or dissenting shares) will be converted into the right to receive a number of shares of RMG common stock (deemed to have a value of $10 per share) based on an exchange ratio (the “Exchange Ratio”), the numerator of which is $900 million (plus net cash of Romeo less debt of Romeo, plus the aggregate exercise price of all Romeo’s options and warrants (all calculated at the closing of the Merger)) divided by $10, and the denominator of which is equal to the number of outstanding shares of Romeo, including shares issuable upon conversion of outstanding Romeo convertible notes and outstanding Romeo options (whether or not vested) and Romeo warrants.

The holders of Romeo’s options and warrants will receive RMG options and warrants equal to the number of shares of Romeo common stock subject to Romeo’s options and warrants multiplied by the Exchange Ratio (rounded down to the nearest whole share) at an exercise price per share divided by the Exchange Ratio  (rounded up to the nearest whole cent).

The holders of Romeo’s convertible notes (with each convertible note being treated as if it were converted into Romeo common stock on the effective date of the Business Combination at a price per share equal to $0.4339) will be converted into the right to receive the number of shares of RMG Class A common stock issuable in respect of the Romeo common stock.  

Based on the number of shares of Romeo common stock and preferred stock outstanding, the number of shares of Romeo common stock underlying outstanding stock options and warrants and the number of shares of Romeo common stock into which Romeo’s outstanding convertible notes are convertible, in each case as of                         , 2020, the total number of shares of RMG common stock expected to be issued in connection with the Business Combination is approximately 95,916,029.

Q:         When do you expect the Business Combination to be completed?

A:           It is currently anticipated that the Business Combination will be consummated promptly following the special meeting, which is set for                        , 2020; however, such meeting could be adjourned, as described herein. However, neither RMG nor Romeo can assure you of when or if the Business Combination will be completed, and it is possible that factors outside of the control of both companies could result in the Business Combination being completed at a different time or not at all. RMG must first obtain the approval of its stockholders for certain of the proposals set forth in this proxy statement/consent solicitation statement/prospectus; Romeo must first obtain the written consent of its stockholders to adopt the Merger Agreement, the Business Combination, and the Romeo charter amendment; and RMG and Romeo must also first obtain certain necessary regulatory approvals and satisfy other closing conditions. See the section entitled “The Merger Agreement—Conditions to the Closing of the Business Combination” beginning on page 103.

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Q.         What happens if the Business Combination is not consummated?

A.           If RMG does not complete the Business Combination with Romeo, for whatever reason, RMG will search for another target business with which to complete a business combination. If RMG does not complete the Business Combination with Romeo or another business combination by February 12, 2021 (or such later date as may be approved by RMG stockholders in an amendment to its amended and restated certificate of incorporation), RMG must redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to RMG to pay its franchise and income taxes as well as expenses relating to the administration of the trust account (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares. The Sponsor and RMG’s officers and directors have waived their redemption rights with respect to their Founder Shares in the event a business combination is not effected RMG in the required time period, and, accordingly, the Founder Shares held by them will be worthless. Additionally, in the event of such liquidation, there will be no distribution with respect to the outstanding warrants. Accordingly, the warrants will expire worthless.

If the Business Combination is not completed, Romeo stockholders will not receive any consideration for their shares of Romeo capital stock.  Instead, Romeo will remain an independent company.  See the section entitled “The Merger Agreement—Termination” and “Risk Factors” beginning on page 104 and page 38, respectively.

QUESTIONS AND ANSWERS ABOUT RMG’S SPECIAL MEETING

Q.         Are there any other matters being presented to RMG stockholders at the meeting?

A.         In addition to voting on the Business Combination, the stockholders of RMG will vote on the following:

1. Separate proposals to approve amendments to RMG’s current amended and restated certificate of incorporation to: (i) change the name of the public entity to “Romeo Power, Inc.” as opposed to “RMG Acquisition Corp.”; (ii) increase RMG’s capitalization so that it will have 250,000,000 authorized shares of a single class of common stock and 10,000,000 authorized shares of preferred stock, as opposed to RMG having 100,000,000 authorized shares of Class A common stock, 10,000,000 authorized shares of Class B common stock and 1,000,000 authorized shares of preferred stock; and (iii) delete the various provisions applicable only to special purpose acquisition corporations (such as the obligation to dissolve and liquidate if a business combination is not consummated within a certain period of time). See the section entitled “Proposal No. 2—The RMG Charter Proposals.” A copy of RMG’s proposed second amended and restated certificate of incorporation effectuating the foregoing amendments is attached to this proxy statement/consent solicitation statement/prospectus as Annex B.
2. To consider and vote upon a proposal to approve, for purposes of complying with applicable listing rules of the NYSE, the issuance by RMG of Class A common stock, par value $0.0001 per share, to certain accredited investors and qualified institutional buyers, in a private placement, the proceeds of which will be used to finance the Business Combination and related transactions and the costs and expenses incurred in connection therewith and any balance used for working capital purposes. See the section entitled “Proposal No. 3—The NYSE proposal.
3. To approve of the appointment of seven directors who, upon consummation of the Business Combination, will become the directors of the Combined Company. See the section entitled “Proposal No. 4—The Director Election Proposal.”
4. To approve the 2020 Plan. See the section entitled “Proposal No. 5—The Incentive Plan Proposal.” A copy of the 2020 Plan is attached to this proxy statement/consent solicitation statement/prospectus as Annex C.

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5. To adjourn the meeting to a later date or dates if it is determined that more time is necessary or appropriate, in the judgment of RMG’s board of directors or the officer presiding over the special meeting, for RMG to consummate the Business Combination (including to solicit additional votes in favor of any of the foregoing proposals). See the section entitled “Proposal No. 6—The Adjournment Proposal.”

RMG will hold the special meeting of its stockholders to consider and vote upon these proposals. This proxy statement/consent solicitation statement/prospectus contains important information about the proposed Business Combination and the other matters to be acted upon at the special meeting. Stockholders should read it carefully.

Consummation of the Business Combination is conditioned on approval of the business combination proposal, the RMG charter proposals, the NYSE proposal, the director election proposal and the incentive plan proposal (and each such proposal is cross-conditioned on the approval of all proposals). If any of the proposals is not approved, the other proposals will not be presented to stockholders for a vote.

The vote of stockholders is important. RMG stockholders are encouraged to vote as soon as possible after carefully reviewing this proxy statement/consent solicitation statement/prospectus.

Q.        I am a RMG warrant holder. Why am I receiving this proxy statement/consent solicitation statement/prospectus?

A.         The holders of RMG warrants are entitled to purchase RMG common stock at a purchase price of $11.50 per share beginning 30 days after the consummation of the Business Combination. This proxy statement/consent solicitation statement/prospectus includes important information about RMG and the business of RMG and its subsidiaries following the consummation of the Business Combination. Because holders of RMG warrants will be entitled to purchase RMG common stock 30 days after the consummation of the Business Combination, we urge you to read the information contained in this proxy statement/consent solicitation statement/prospectus carefully.

Q.        What will happen to RMG’s securities upon consummation of the Business Combination?

A.         RMG’s units, Class A common stock and warrants are currently listed on the NYSE under the symbols RMG.UT, RMG and RMG.WT, respectively. Upon consummation of the Business Combination, RMG will have one class of common stock which will be listed on the NYSE under the symbol RMO, and its warrants will be listed on the NYSE under the symbol RMO.WT. RMG will not have units traded on the NYSE following consummation of the Business Combination, and such units will automatically be separated into their component securities without any action needed to be taken on the part of the holders. RMG warrant holders and those stockholders who do not elect to have their shares of RMG common stock redeemed for a pro rata share of the trust account need not submit their Class A common stock or warrant certificates, and such shares of stock and warrants will remain outstanding.

Q.        Why is RMG proposing the Business Combination?

A.         RMG was organized to effect a merger, capital stock exchange, asset acquisition or other similar business combination with one or more businesses or entities.

On February 12, 2019, RMG completed its Initial Public Offering of units, with each unit consisting of one share of Class A common stock and one-third of one warrant to purchase one share of Class A common stock at a price of $11.50, raising total gross proceeds of approximately $230 million. Since its Initial Public Offering, RMG’s activity has been limited to the evaluation of business combination candidates.

Romeo is an industry leading energy storage technology company focused on designing and manufacturing lithium-ion battery modules and packs for commercial electric vehicles.

Based on its due diligence investigations of Romeo and the industry in which it operates, including the financial and other information provided by Romeo in the course of the negotiations in connection with the Merger Agreement, RMG believes that Romeo has a very appealing market opportunity and growth profile, strong position in its industry and a compelling valuation. As a result, RMG believes that a Business Combination with Romeo will provide RMG stockholders with an opportunity to participate in the ownership of a company with significant value. See the section entitled “Proposal No. 1—The Business Combination Proposal—RMG’s Board of Directors’ Reasons for Approval of the Business Combination.

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Q.         Do I have redemption rights?

A.         If you are a Public Stockholder, you have the right to demand that RMG redeem your shares for a pro rata portion of the cash held in RMG’s trust account. We sometimes refer to these rights to demand redemption of the public shares as “redemption rights.”

Notwithstanding the foregoing, a Public Stockholder, together with any affiliate of his or any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to 20% or more of the public shares. Accordingly, all public shares in excess of 20% held by a Public Stockholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed.

Under RMG’s current amended and restated certificate of incorporation, the Business Combination may be consummated only if RMG has at least $5,000,001 of net tangible assets after giving effect to the redemption of all public shares properly demanded to be so redeemed by Public Stockholders. This means that a substantial number of public shares may be redeemed and RMG can still consummate the Business Combination. However, Romeo is not required to consummate the Business Combination if there is not at least $150 million available to RMG (consisting of the cash available in RMG’s trust account together with net cash proceeds received from any investment in RMG approved pursuant to the terms of the Merger Agreement), including up to $150 million pursuant to the Private Placement, after giving effect to payment of amounts that RMG will be required to pay to redeeming stockholders upon consummation of the Business Combination and certain other expenses.

Q.         How do I exercise my redemption rights?

A.         A Public Stockholder may exercise redemption rights regardless of whether it votes on the business combination proposal or if it is a Public Stockholder on the record date. If you are a Public Stockholder and wish to exercise your redemption rights, you must demand that RMG redeem your public shares for cash and deliver your public shares to RMG’s transfer agent, American Stock Transfer & Trust Company LLC at the address listed at the end of this section, physically or electronically using The Depository Trust Company’s DWAC System no later than two (2) business days prior to the special meeting. Any Public Stockholder seeking redemption will be entitled to a full pro rata portion of the amount then in the trust account (which, for illustrative purposes, was $           , or $           per share, as of the record date), less any owed but unpaid taxes on the funds in the trust account. Such amount will be paid promptly upon consummation of the Business Combination. There are currently no owed but unpaid income taxes on the funds in the trust account.

Any request for redemption, once made by a Public Stockholder, may be withdrawn at any time prior to the time the vote is taken with respect to the Business Combination proposal at the special meeting. If you deliver your shares for redemption to RMG’s transfer agent and later decide prior to the special meeting not to elect redemption, you may request that RMG’s transfer agent return the shares (physically or electronically). You may make such request by contacting RMG’s transfer agent at the address listed at the end of this section.

Any written demand of redemption rights must be received by RMG’s transfer agent at least two (2) business days prior to the vote taken on the business combination proposal at the special meeting. No demand for redemption will be honored unless the holder’s stock has been delivered (either physically or electronically) to the transfer agent.

If you are a Public Stockholder and you exercise your redemption rights, it will not result in the loss of any RMG warrants that you may hold. Your warrants will become exercisable to purchase one share of RMG common stock for a purchase price of $11.50 beginning 30 days after consummation of the Business Combination.

Q.         Do I have appraisal rights if I object to the proposed Business Combination?

A.         No. Neither RMG stockholders nor its unit or warrant holders have appraisal rights in connection with the Business Combination under Delaware law. See the section entitled “Appraisal Rights.

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Q.         What happens if a substantial number of Public Stockholders votes in favor of the business combination proposal and exercises redemption rights?

A.         Public Stockholders may vote in favor of the Business Combination and still exercise their redemption rights, although they are not required to vote in any way to exercise redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the trust account and the number of Public Stockholders are substantially reduced as a result of redemption by Public Stockholders. However, Romeo is not required to consummate the Business Combination if there is not at least $150 million available to RMG in the trust account (together with net cash proceeds received from any investment in RMG approved pursuant to the terms of the Merger Agreement, including up to $150 million pursuant to the Private Placement) after giving effect to payment of amounts that RMG will be required to pay to redeeming stockholders upon consummation of the Business Combination and certain other expenses. RMG would need holders of 876,966, or 3.8%, public shares to not seek redemption rights to satisfy this requirement, unless Romeo were to waive this requirement, which it is entitled to do in its sole discretion. The condition requiring that RMG have at least $5,000,001 of net tangible assets may not be waived. Also, with fewer public shares and Public Stockholders, the trading markets for RMG common stock and warrants following the closing of the Business Combination may be less liquid than the market for RMG common stock and warrants were prior to the Business Combination and RMG may not be able to meet the listing standards of a national securities exchange. In addition, with fewer funds available from the trust account, the capital infusion from the trust account into Romeo’s business will be reduced and Romeo may not be able to achieve its business plans.

Q.         What happens if the Business Combination is not consummated?

A.         If RMG does not complete the Business Combination with Romeo, for whatever reason, RMG will search for another target business with which to complete a business combination. If RMG does not complete the Business Combination with Romeo or another business combination by February 12, 2021 (or such later date as may be approved by RMG stockholders in an amendment to its amended and restated certificate of incorporation), RMG must redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to pay franchise and income taxes as well as expenses relating to the administration of the trust account (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares. The Sponsor and RMG’s officers and directors have waived their redemption rights with respect to their Founder Shares in the event a business combination is not effected in the required time period, and, accordingly, the Founder Shares held by them will be worthless. Additionally, in the event of such liquidation, there will be no distribution with respect to the outstanding warrants. Accordingly, the warrants will expire worthless.

Q.         How do the Sponsor and the officers and directors of RMG intend to vote on the proposals?

A.         The Sponsor, as well as RMG’s officers and directors, beneficially own and are entitled to vote an aggregate of 18% of the outstanding RMG common stock. These holders have agreed to vote their shares in favor of the business combination proposal. These holders have also indicated that they intend to vote their shares in favor of all other proposals being presented at the meeting.

Q.         When do you expect the Business Combination to be completed?

A.         It is currently anticipated that the Business Combination will be consummated promptly following the special meeting, which is set for               , 2020; however, such meeting could be adjourned, as described above. For a description of the conditions for the completion of the Business Combination, see the section entitled “The Merger Agreement—Conditions to the Closing of the Business Combination.

Q.         What do I need to do now?

A.         RMG urges you to carefully read and consider the information contained in this proxy statement/consent solicitation statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a stockholder and/or warrant holder of RMG. RMG stockholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/consent solicitation statement/prospectus and on the enclosed proxy card.

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Q.         How do I vote?

A.         If you are a holder of record of RMG common stock on the record date, you may vote in person (which would include presence at a virtual meeting) at the special meeting or by submitting a proxy for the special meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the meeting and vote in person (which would include presence at a virtual meeting), obtain a legal proxy from your broker, bank or nominee.

After obtaining a valid legal proxy from your broker, bank or other agent, to register to attend the Meeting, you must submit proof of your legal proxy reflecting the number of your shares along with your name and email address to American Stock Transfer & Trust Company, LLC. Requests for registration should be directed to proxy@astfinancial.com or to facsimile number 718-765-8730. Written requests can be mailed to:

American Stock Transfer & Trust Company, LLC

Attn: Proxy Tabulation Department

6201 15th Avenue

Brooklyn, NY 11219

Q.         If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A.         No. Your broker, bank or nominee cannot vote your shares unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee.

Q.         May I change my vote after I have mailed my signed proxy card?

A.         Yes. RMG stockholders may send a later-dated, signed proxy card to RMG’s transfer agent at the address set forth below so that it is received prior to the vote at the special meeting or attend the special meeting in person (which would include presence at a virtual meeting) and vote. RMG stockholders also may revoke their proxy by sending a notice of revocation to RMG’s transfer agent, which must be received prior to the vote at the special meeting.

Q.         What happens if I fail to take any action with respect to the special meeting?

A.         If you fail to take any action with respect to the meeting and the Business Combination is approved by stockholders and consummated, you will continue to be a holder of RMG common stock or warrants, as applicable. As a corollary, failure to deliver your stock certificate(s) to RMG’s transfer agent (either physically or electronically) no later than two (2) business days prior to the special meeting means you will not have any right in connection with the Business Combination to exchange your shares for a pro rata share of the funds held in RMG’s trust account. If you fail to take any action with respect to the special meeting and the Business Combination is not approved, you will continue to be a stockholder and/or warrant holder of RMG.

Q.         What should I do with my share and/or warrant certificates?

A.         Warrant holders and those stockholders who do not elect to have their shares of RMG common stock redeemed for a pro rata share of the trust account need not submit their certificates. RMG stockholders who exercise their redemption rights must deliver their share certificates to RMG’s transfer agent (either physically or electronically) no later than two (2) business days prior to the special meeting as described above.

Q.         What should I do if I receive more than one set of voting materials?

A.         RMG stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement/consent solicitation statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your RMG shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold such shares. If you are a holder of record and your RMG shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your RMG shares.

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Q.         Who can help answer my questions?

A.         If you have questions about the Business Combination or if you need additional copies of this proxy statement/consent solicitation statement/prospectus or the enclosed proxy card, you should contact:

Mr. Robert S. Mancini

RMG Acquisition Corp.

50 West Street, Suite 40-C

New York, NY 10006

Tel: (212) 785-2579

or:

Morrow Sodali LLC

470 West Avenue

Stamford, Connecticut 06902

Individuals, please call toll-free: (800) 662-5200

Banks and brokerage, please call: (203) 658-9400

Email: RMG.info@investor.morrowsodali.com

You may also obtain additional information about RMG from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a Public Stockholder and you intend to seek redemption of your shares, you will need to deliver your shares (either physically or electronically) to RMG’s transfer agent at the address below at least two (2) business days prior to the vote at the special meeting. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Felix Orihuela

American Stock Transfer & Trust Company

6201 15th Avenue Brooklyn, NY 11219

Email: FOrihuela@astfinancial.com

QUESTIONS AND ANSWERS ABOUT ROMEO’S CONSENT SOLICITATION

Q:         Did Romeo’s board of directors approve the Merger Agreement and the Romeo charter amendment?

A:         Yes. Following a review of the Merger Agreement, the negotiations between Romeo, RMG and their respective representatives with respect to the Merger Agreement and the proposed Romeo charter amendment, Romeo’s board of directors unanimously approved and declared advisable the Merger Agreement, the Business Combination upon the terms and conditions set forth in the Merger Agreement and the Romeo charter amendment, and unanimously determined that the Merger Agreement, the Business Combination and the Romeo charter amendment are in the best interests of Romeo and its stockholders. See section entitled “Proposal No.1—The Business Combination Proposal—Romeo’s Board of Director’s Reasons for Approval of the Business Combination” and “—Recommendation of Romeo’s Board of Directors.”

Q:         What am I being asked to approve?

A:          Romeo stockholders are being asked to approve each of the Romeo merger proposal and the Romeo charter amendment proposal.

Q:        Why am I being asked to approve the Romeo charter amendment proposal?

A:          Romeo is proposing the Romeo charter amendment proposal to clarify the treatment of the Business Combination under Romeo’s existing charter and to provide that the consideration in the Business Combination will be allocated among the Romeo stockholders in accordance with the Merger Agreement.  

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Q:         What is the recommendation of Romeo’s board of directors?

A:          Romeo’s board of directors unanimously recommends that the Romeo stockholders approve the Romeo merger proposal and the Romeo charter amendment proposal.

Q:          Do any of Romeo’s directors or officers have interests in the Business Combination that may differ from or be in addition to the interests of Romeo stockholders?

A:          Yes. Romeo stockholders should be aware that some of Romeo’s directors and executive officers have interests in the transaction that may be different from, or in addition to, the interests of Romeo’s stockholders generally. Romeo’s board of directors was aware of and considered these interests, among other matters, in deciding to approve the terms of the Merger Agreement and the Business Combination. See section entitled “Proposal No. 1—The Business Combination Proposal—Interests of Romeo’s Directors and Executive Officers in the Business Combination.”

Q:           Who is entitled to give a written consent for Romeo?

A:           The record date for determining the holders of Romeo capital stock entitled to execute and deliver written consents with respect to this solicitation is                       , 2020, the Romeo Record Date. Holders of Romeo capital stock on the Romeo Record Date will be entitled to give or withhold a consent using the written consent furnished with this proxy statement/consent solicitation statement/prospectus.

Q:         What approval is required by Romeo stockholders to adopt the Merger Agreement?

A:          The approval of the Romeo merger proposal requires the affirmative vote or consent of (i) the holders of a majority of the voting power of the outstanding shares of Romeo common stock and preferred stock (on an as-converted to Romeo common stock basis) voting together as a single class, (ii) the holders of a majority of the voting power of the outstanding shares of Romeo common stock voting together as a single class, and (iii) the holders of a majority of the outstanding shares of Romeo preferred stock (on an as-converted to Romeo common stock basis) voting together as a single class (the “Romeo stockholder approval”).

Concurrently with the execution of the Merger Agreement, RMG, Merger Sub and the Supporting Romeo Stockholders (as defined herein) entered into Support Agreements (collectively, the “Support Agreements”) with each executive officer and director of Romeo and each holder of 5% or more of Romeo’s common stock or preferred stock (the “Supporting Romeo Stockholders”), requiring them, on (or effective as of) the second business day following the date that this proxy statement/consent solicitation statement/prospectus is disseminated to Romeo’s stockholders, to execute and deliver a written consent with respect to the outstanding shares of Romeo common stock and preferred stock held by such Supporting Romeo Stockholder adopting the Merger Agreement and approving the Romeo charter amendment proposal and the Business Combination. The shares of Romeo capital stock that are owned by the Supporting Romeo Stockholders and subject to the Support Agreements represent approximately 58.7% of the outstanding shares of Romeo common stock and approximately 75.0% of the outstanding shares of Romeo preferred stock, in each case as of the Romeo Record Date; accordingly, Romeo expects to have the required votes to approve the Merger Agreement, the Romeo charter amendment proposal and the Business Combination. The execution and delivery of written consents by all of the Supporting Romeo Stockholders will constitute the Romeo stockholder approval at the time of such delivery.

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Q:          How can I return my written consent?

A:          If you hold shares of Romeo capital stock as of the close of business on the Romeo Record Date and you wish to give your written consent, you must fill out the enclosed written consent, date and sign it, and promptly return it to Romeo. Once you have completed, dated and signed the written consent, you may deliver it to Romeo by emailing a .pdf copy to investorrelations@romeopower.com or by mailing your written consent to Romeo Systems, Inc., 4380 Ayers Avenue, Vernon, CA  90058, Attention:  Chief Financial Officer.  Romeo will not call or convene any meeting of its stockholders in connection with the approval of the Romeo merger proposal or the Romeo charter amendment proposal. After the transaction is completed, a letter of transmittal and written instructions for the surrender of Romeo electronic certificates will be mailed to Romeo stockholders.

Q:         What happens if I do not return my written consent?

A:           If you hold shares of Romeo capital stock as of the Romeo Record Date and you do not return your written consent, it will have the same effect as a vote against the Romeo merger proposal and the Romeo charter amendment proposal. However, each Support Agreement provides, among other things, that on (or effective as of) the second business day following the date that this proxy statement/consent solicitation statement/prospectus is disseminated to Romeo’s stockholders, each Supporting Romeo Stockholder will execute and deliver a written consent with respect to the outstanding shares of Romeo common stock and preferred stock held by such Supporting Romeo Stockholder adopting the Merger Agreement and approving the Business Combination. The execution and delivery of written consents by all of the Supporting Romeo Stockholders will constitute the Romeo stockholder approval at the time of such delivery. Therefore, a failure of any other Romeo stockholder to deliver a written consent is not expected to have any effect on the approval of the Romeo merger proposal.

Q:         What happens if I return by written consent but do not indicate a decision with respect to proposals?

A:          If you hold shares of Romeo capital stock as of the Romeo Record Date and you return a signed written consent without indicating your decision on the Romeo merger proposal and the Romeo charter amendment proposal, you will have given your consent to approve such proposals.

Q:        What is the deadline for returning my written consent?

A:          Romeo’s board of directors has set                     , 2020 as the targeted final date for receipt of written consents (such date, as it may be extended in accordance with the next sentence, the “consent deadline”). Romeo reserves the right to extend the consent deadline beyond                      , 2020. Any such extension may be made without notice to Romeo stockholders.

Q:         Can I change or revoke my written consent?

A:

Yes. You may change or revoke your consent to either of the proposals at any time before the consent deadline; however, such change or revocation is not expected to have any effect, as the delivery of the written consents contemplated by the Support Agreement will constitute the Romeo stockholder approval at the time of such delivery. If you wish to change or revoke your consent before the consent deadline, you may do so by sending in a new written consent with a later date by one of the means described in the section entitled “Romeo’s Solicitation of Written Consents—Submission of Written Consents.”

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Q:         What do I need to do now?

A:

Romeo urges you to read carefully and consider the information contained in this proxy statement/consent solicitation statement/prospectus, including the Annexes and the other documents referred to herein, and to consider how the Business Combination will affect you as a stockholder of Romeo. Once the registration statement of which this proxy statement/consent solicitation statement/prospectus forms a part has been declared effective by the SEC, Romeo will solicit written consents from Romeo’s stockholders. Romeo’s board of directors unanimously recommends that all Romeo stockholders approve each of the Romeo merger proposal and the Romeo charter amendment proposal by executing and returning to Romeo the written consent furnished with this proxy statement/consent solicitation statement/prospectus as soon as possible and no later than the consent deadline.

Q:          What will happen to my existing shares of Romeo capital stock in the Business Combination?

A:

At the effective time of the Business Combination, your shares of Romeo capital stock will no longer represent an ownership interest in Romeo, as each share of Romeo capital stock issued and outstanding immediately prior to the effective time (other than any cancelled shares or dissenting shares) will be cancelled and automatically converted into the right to receive the applicable portion of the aggregate merger consideration payable in respect thereof in accordance with the applicable provisions of the Merger Agreement. See the section entitled “The Merger Agreement—Merger Consideration.”

Q:          Do I have appraisal or dissenter’s rights if I object to the proposed Business Combination?

A:

Yes. Romeo stockholders have appraisal rights in connection with the Business Combination under the DGCL and dissenter’s rights under Chapter 13 of the California Corporations Code (the “CCC”). If you elect to exercise your appraisal and dissenters’ rights, you must comply with Section 262 of the DGCL and Chapter 13 of the CCC, respectively. The full text of Section 262 of the DGCL and Chapter 13 of the CCC are attached to this proxy statement/consent solicitation/prospectus as Annex E and Annex F, respectively. See the section entitled “Appraisal Rights.”

Q:           Who can help answer my questions?

A:

If you have questions about the transaction or the process for returning your written consent, or if you need additional copies of this proxy statement/consent solicitation statement/prospectus or a replacement written consent, please contact Romeo Systems, Inc., 4380 Ayers Avenue, Vernon, CA  90058, Attention:  Investor Relations.

Q:          What are the U.S. federal income tax consequences of the Business Combination to U.S. holders of Romeo capital stock?

A:

For general information on the material U.S. Federal Income Tax consequences of the Business Combination to holders of Romeo capital stock, see the section entitled “Material U.S. Federal Income Tax Considerations—Material Tax Considerations of the Business Combination to U.S. Holders of Romeo Capital Stock.”

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SUMMARY OF THE PROXY STATEMENT/CONSENT SOLICITATION STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/consent solicitation statement/prospectus and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the special meeting, including the business combination proposal, you should read this entire document carefully, including the Merger Agreement attached as Annex A to this proxy statement/consent solicitation statement/prospectus. The Merger Agreement is the legal document that governs the Business Combination that will be undertaken in connection with the Business Combination. It is also described in detail in this proxy statement/consent solicitation statement/prospectus in the section entitled “The Merger Agreement.”

The Parties

RMG

RMG Acquisition Corp. is a blank check company formed in order to effect a merger, capital stock exchange, asset acquisition or other similar business combination with one or more businesses or entities. RMG was incorporated under the laws of the State of Delaware on October 22, 2018.

On February 12, 2019, RMG closed its Initial Public Offering of 20,000,000 units and on February 19, 2019, consummated the full exercise of the underwriters’ 3,000,000 unit over-allotment option, with each unit consisting of one share of Class A common stock and one-third of one warrant to purchase one share of Class A common stock at a price of $11.50 commencing 30 days after the consummation of an initial business combination. The units from the Initial Public Offering (including the over-allotment option) were sold at an offering price of $10.00 per unit, generating total gross proceeds of $230 million. Simultaneously with the consummation of its Initial Public Offering and the exercise of the underwriters’ over-allotment option, RMG consummated the private sale of 4,600,000 private warrants at $1.50 per warrant generating gross proceeds of $6.9 million. A total of $230 million was deposited into the trust account, and the remaining proceeds, net of underwriting discounts and commissions and other costs and expenses, became available to be used as working capital to provide for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses. The Initial Public Offering was conducted pursuant to a registration statement on Form S-1 (Reg. No. 333-228849). As of            , 2020, the record date, there was approximately $           held in the trust account.

RMG’s units, Class A common stock and warrants are listed on the NYSE under the symbols RMG.UT, RMG and RMG.WT, respectively.

The mailing address of RMG’s principal executive office is 50 West Street, Suite 40-C, New York, NY 10006, and its telephone number is (212) 785-2579. After the consummation of the Business Combination, RMG’s principal executive office will be that of Romeo.

Merger Sub

RMG Merger Sub, Inc. (“Merger Sub”) is a wholly owned subsidiary of RMG formed solely for the purpose of effectuating the Business Combination described herein. Merger Sub was incorporated under the laws of Delaware as a corporation on September 21, 2020. Merger Sub owns no material assets and does not operate any business.

The mailing address of Merger Sub’s principal executive office is 50 West Street, Suite 40-C, New York, NY 10006, and its telephone number is (212) 785-2579. After the consummation of the Business Combination, Merger Sub will cease to exist.

Romeo

Romeo Systems, Inc. is an industry leading energy storage technology company focused on designing and manufacturing lithium-ion battery modules and packs for commercial electric vehicles.

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The mailing address of Romeo’s principal executive office is 4380 Ayers Avenue, Vernon, California 90058, and its telephone number is (844) 257-8557.

Emerging Growth Company

RMG is an “emerging growth company,” as defined under the JOBS Act. As an emerging growth company, RMG is eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. These include, but are not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and the requirement to obtain stockholder approval of any golden parachute payments not previously approved.

RMG will remain an emerging growth company until the earlier of (1) December 31, 2024 (the last day of the fiscal year following the fifth anniversary of the consummation of the Initial Public Offering), (2) the last day of the fiscal year in which RMG has total annual gross revenue of at least $1.07 billion, (3) the last day of the fiscal year in which RMG is deemed to be a “large accelerated filer,” as defined in the Exchange Act, and (4) the date on which RMG has issued more than $1.0 billion in nonconvertible debt securities during the prior three-year period.

The Business Combination Proposal

Pursuant to the Merger Agreement, a business combination between RMG and Romeo will be effected whereby Merger Sub will merge with and into Romeo, with Romeo surviving as a wholly owned subsidiary of RMG.

After consideration of the factors identified and discussed in the section entitled “Proposal No. 1—The Business Combination Proposal—RMG’s Board of Directors’ Reasons for Approval of the Business Combination,” RMG’s board of directors concluded that the Business Combination met all of the requirements disclosed in the prospectus for its Initial Public Offering, including that Romeo has a fair market value equal to at least 80% of the balance of the funds in the trust account (excluding the amount of deferred underwriting commissions and taxes payable on the income earned on the trust account) at the time of the execution of the Merger Agreement. See the section entitled “Proposal No. 1—The Business Combination Proposal—Structure of the Transactions” for more information.

Consideration to Romeo Stockholders

Pursuant to the Merger Agreement, Romeo’s stockholders and convertible noteholders will receive an aggregate of 80,300,820 shares of RMG common stock. Holders of Romeo options and Romeo warrants will receive options or warrants, as applicable, of RMG exercisable in the aggregate for 15,615,209 shares of RMG common stock.

Pro Forma Ownership of RMG Upon Closing

At the closing of the Business Combination, Romeo’s stockholders will hold approximately 64.7% of the issued and outstanding RMG common stock (on account of RMG shares issued in the Business Combination), current stockholders of RMG will hold approximately 23.2% of the issued and outstanding RMG common stock, and the remaining 12.1% will be held by the investors in the Private Placement (defined below) that are purchasing RMG common stock (assuming no Public Stockholder exercises redemption rights and the Subscription Investor Option is not exercised and not including shares subject to outstanding options and warrants).

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Additional Matters Being Voted On By RMG Stockholders

The RMG Charter Proposals

In addition to voting on the business combination proposal, the stockholders of RMG will vote on separate proposals to approve amendments to RMG’s current amended and restated certificate of incorporation to: (i) change the name of the public entity to “Romeo Power, Inc.” as opposed to “RMG Acquisition Corp.”; (ii) increase RMG’s capitalization so that it will have 250,000,000 authorized shares of a single class of common stock and 10,000,000 authorized shares of preferred stock, as opposed to RMG having 100,000,000 authorized shares of Class A common stock, 10,000,000 authorized shares of Class B common stock and 1,000,000 authorized shares of preferred stock; and (iii) delete the various provisions applicable only to special purpose acquisition corporations such as the obligation to dissolve and liquidate if a business combination is not consummated within a certain period of time. See the section entitled “Proposal No.2—The RMG Charter Proposals.” A copy of RMG’s proposed second amended and restated certificate of incorporation effectuating the foregoing amendments is attached to this proxy statement/consent solicitation statement/prospectus as Annex B.

The NYSE Proposal

The stockholders will consider and vote upon a proposal to approve, for purposes of complying with applicable listing rules of the NYSE, the issuance by RMG of Class A common stock, par value $0.0001 per share, to certain accredited investors and qualified institutional buyers, in a private placement, the proceeds of which will be used to finance the Business Combination and related transactions and the costs and expenses incurred in connection therewith with any balance used for working capital purposes. See the section entitled “Proposal No. 3—The NYSE proposal.”

The Director Election Proposal

The stockholders of RMG will also vote to approve of the appointment of seven directors who, upon consummation of the Business Combination, will become the directors of the Combined Company. See the section entitled “Proposal No. 4—The Director Election Proposal.”

The Incentive Plan Proposal

The proposed 2020 Plan will reserve up to 15,000,000 shares (plus the number of shares subject to outstanding awards under the 2016 Plan (as defined below) that are subsequently terminated, forfeited, cancelled or expire unexercised) of RMG common stock for issuance in accordance with the 2020 Plan’s terms, subject to certain adjustments. The purpose of the 2020 Plan is to provide the Combined Company’s and its subsidiaries’ officers, directors, employees and consultants who, by their position, ability and diligence are able to make important contributions to the Combined Company’s growth and profitability, with an incentive to assist the Combined Company in achieving its long-term corporate objectives, to attract and retain executive officers and other employees of outstanding competence, and to provide such persons with an opportunity to acquire an equity interest in the Combined Company. The proposed 2020 Plan is attached as Annex C to this proxy statement/consent solicitation statement/prospectus. You are encouraged to read the proposed 2020 Plan in its entirety. See the section entitled “Proposal No. 5—The Incentive Plan Proposal.”

The Adjournment Proposal

If RMG is unable to consummate the Business Combination for any reason, RMG’s board of directors may submit a proposal to adjourn the special meeting to a later date or dates, if necessary. See the section entitled “Proposal No. 6—The Adjournment Proposal.”

RMG Sponsor and Officers and Directors

As of            , 2020, the record date for the special meeting, the Sponsor and RMG’s officers and directors beneficially owned and were entitled to vote an aggregate of 5,175,000 shares of Class B common stock. The Founder Shares currently constitute 18% of RMG’s outstanding common stock. The Sponsor also purchased an aggregate of 3,766,667 private warrants simultaneously with the consummation of the Initial Public Offering.

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In connection with the Initial Public Offering, the Sponsor and each of RMG’s officers and directors agreed to vote the Founder Shares, as well as any RMG common stock acquired in the aftermarket, in favor of the business combination proposal. The Sponsor and each of RMG’s officers and directors has also indicated that he, she or it intends to vote his, her or its shares in favor of all other proposals being presented at the meeting.

In connection with the Initial Public Offering, the holders of RMG’s Founder Shares entered into a lock-up agreement pursuant to which they agreed not to transfer the Founder Shares (subject to limited exceptions) until one year after the consummation of an initial business combination or earlier if, subsequent to the consummation of an initial business combination, (i) the last sales price of RMG common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial business combination or (ii) RMG (or any successor entity) consummates a subsequent liquidation, merger, stock exchange, reorganization or other similar transaction which results in all of RMG’s (or such successor entity’s) stockholders having the right to exchange their shares of common stock for cash, securities or other property. Additionally, the holders of private warrants entered into a lock-up agreement pursuant to which they agreed not to transfer the private warrants or common stock underlying the private warrants (subject to limited exceptions) until 30 days after the consummation of an initial business combination.

In connection with the Business Combination, the Sponsor also agreed to enter into a lock-up agreement, pursuant to which the RMG common stock received on conversion of the Founder Shares held by it will be subject to transfer restrictions until the earlier of (i) one year from the closing of the Business Combination, (ii) the date on which the last sales price of RMG common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing 150 days following the closing of the Business Combination and (iii) the date RMG (or any successor entity) consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of RMG’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Date, Time and Place of Special Meeting of RMG’s Stockholders

The special meeting of stockholders will be held virtually on                  , 2020, at 10:00 a.m., eastern time, at                  . RMG stockholders may attend, vote and examine the list of RMG stockholders entitled to vote at the special meeting by visiting                  and entering the control number found on their proxy card, voting instruction form or notice they previously received. In light of public health concerns regarding the coronavirus (COVID-19), the special meeting will be held in a virtual meeting format only. You will not be able to attend the special meeting physically.

Voting Power; Record Date

Stockholders will be entitled to vote or direct votes to be cast at the special meeting if they owned RMG common stock at the close of business on            , 2020, which is the record date for the special meeting. Stockholders will have one vote for each share of RMG common stock owned at the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. RMG warrants do not have voting rights. On the record date, there were 28,750,000 shares of RMG common stock entitled to vote at the special meeting, of which 23,000,000 were public shares and 5,750,000 were Founder Shares.

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Quorum and Vote of RMG Stockholders

A quorum of RMG stockholders is necessary to hold a valid meeting. A quorum will be present at the special meeting if both (i) a majority of the outstanding shares entitled to vote at the meeting and (ii) a majority of the outstanding shares of Class B common stock entitled to vote at the meeting are represented in person (which would include presence at a virtual meeting) or by proxy. Abstentions and broker non-votes will count as present for the purposes of establishing a quorum. The Sponsor holds approximately 18% of the outstanding RMG common stock. Additionally, as of June 30, 2020, the Anchor Investors together have informed us that they beneficially owned and were entitled to vote an aggregate of 575,000 shares of Class B common stock and 2,530,000 shares of Class A common stock, which together consist of 10.8% of RMG’s outstanding common stock. The Anchor Investors are not obligated to, but we expect each will, vote such shares in favor of the proposals presented at the special meeting. The proposals presented at the special meeting will require the following votes:

The approval of the business combination proposal will require the affirmative vote of the holders of a majority of the outstanding RMG common stock that are voted at the special meeting. There are currently 23,000,000 shares of Class A common stock outstanding and 5,750,000 shares of Class B common stock outstanding; at least 14,375,001 shares of RMG common stock must be voted in favor of the proposal. The Sponsor and the Anchor Investors own an aggregate of 5,750,000 shares of Class B common stock of RMG, representing approximately 20% of the outstanding RMG common stock. The Sponsor has agreed to vote in favor of the proposal and we expect the Anchor Investors to vote their Founder Shares in favor of the proposal as well; as a result, only 8,625,000 public shares, or approximately 32.5% of the public shares, are required to be voted in favor of the proposal in order for it to be approved.
The approval of each of the RMG charter proposals will require the affirmative vote of the holders of a majority of the outstanding shares of RMG common stock on the record date (which would include presence at a virtual meeting) and the affirmative vote of the holders of a majority of the outstanding shares of  Class B common stock on the record date (which would include presence at a virtual meeting).
The approval of the NYSE proposal will require the affirmative vote of the holders of a majority of the outstanding shares of RMG common stock present and entitled to vote at the meeting (which would include presence at a virtual meeting).
The election of directors requires a plurality vote of the RMG common stock present (which would include presence at a virtual meeting) and entitled to vote at the special meeting. “Plurality” means that the individuals who receive the largest number of votes cast “FOR” are elected as directors. Consequently, any shares not voted “FOR” a particular nominee (whether as a result of an abstention, a direction to withhold authority or a broker non-vote) will not be counted in the nominee’s favor.
The approval of the incentive plan proposal will require the affirmative vote of the holders of a majority of the outstanding shares of RMG common stock present and entitled to vote at the meeting (which would include presence at a virtual meeting).
The approval of the adjournment proposal will require the affirmative vote of the holders of a majority of the outstanding shares of RMG common stock present and entitled to vote at the meeting (which would include presence at a virtual meeting).

Abstentions will have the same effect as a vote “AGAINST” the business combination proposal, the RMG charter proposals, the NYSE proposal, the incentive plan proposal and the adjournment proposal, if presented. Abstentions will have no effect on the director election proposal. Broker non-votes will have no effect on the business combination proposal, director election proposal, incentive plan proposal and adjournment proposal, if presented, and will have the same effect as a vote “AGAINST” the RMG charter proposals.

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Consummation of the Business Combination is conditioned on approval of the business combination proposal, the RMG charter proposals, the NYSE proposal, the director election proposal and the incentive plan proposal (and each such proposal is cross-conditioned on the approval of all proposals). If any such proposal is not approved, the other proposals will not be presented to the stockholders for a vote.

Romeo Solicitation of Written Consents

The Merger Agreement provides that Romeo will seek the approval of the Romeo merger proposal and the Romeo charter amendment proposal via written consent solicited pursuant to this proxy statement/consent solicitation statement/prospectus, and Romeo will not call or convene any meeting of its stockholders in connection with the approval of the Romeo merger proposal or the Romeo charter amendment proposal. Romeo stockholders are being asked to approve the Romeo merger proposal and the Romeo charter amendment proposal by executing and delivering the written consent furnished with this proxy statement/consent solicitation statement/prospectus.

Only Romeo stockholders of record as of the close of business on the Romeo Record Date will be entitled to execute and deliver a written consent. Each holder of Romeo common stock is entitled to one vote for each share of Romeo common stock held as of the Romeo Record Date. Each holder of Romeo preferred stock is entitled to a number of votes equal to the number of shares of Romeo common stock into which the shares of Romeo preferred stock held by such holder could be converted as of the Romeo Record Date.

The approval of each of the Romeo merger proposal and the Romeo charter amendment proposal requires the affirmative vote or consent of (i) the holders of a majority of the voting power of the outstanding shares of Romeo common stock and Romeo preferred stock (on an as-converted to Romeo common stock basis) voting together as a single class, (ii) the holders of a majority of the voting power of the outstanding shares of Romeo common stock voting together as a single class and (iii) the holders of a majority of the outstanding shares of Romeo preferred stock (on an as-converted to Romeo common stock basis) voting together as a single class.

Concurrently with the execution of the Merger Agreement, RMG, Merger Sub and the Supporting Romeo Stockholders entered into the Support Agreements. Each Support Agreement provides, among other things, that on (or effective as of) the second business day following the date that this proxy statement/consent solicitation statement/prospectus is disseminated to Romeo’s stockholders, each Supporting Romeo Stockholder will execute and deliver a written consent with respect to the outstanding shares of Romeo common stock and preferred stock held by such Supporting Romeo Stockholder adopting the Merger Agreement and approving the Business Combination. The shares of Romeo capital stock that are owned by the Supporting Romeo Stockholders and subject to the Support Agreements represent approximately      % of the outstanding shares of Romeo common stock and approximately      % of the outstanding shares of Romeo preferred stock, in each case as of the Romeo Record Date; accordingly, Romeo expects to have the required votes to approve the Merger Agreement, the Business Combination and the Romeo charter amendment proposal. The execution and delivery of written consents by all of the Supporting Romeo Stockholders will constitute the Romeo stockholder approval at the time of such delivery.

You may consent to the Romeo merger proposal and the Romeo charter amendment proposal with respect to your shares of Romeo capital stock by completing, dating and signing the written consent enclosed with this proxy statement/consent solicitation statement/prospectus and returning it to Romeo by the consent deadline.

You may execute a written consent to approve the Romeo merger proposal and the Romeo charter amendment proposal (which, in each case, is equivalent to a vote for such proposal), or disapprove, or abstain from consenting with respect to, the Romeo merger proposal and the Romeo charter amendment proposal (which, in each case, is equivalent to a vote against such proposal). If you do not return your written consent, it will have the same effect as a vote against the Romeo merger proposal and the Romeo charter amendment proposal. If you are a record holder of shares of Romeo common stock and/or preferred stock and you return a signed written consent without indicating your decision on the Romeo merger proposal or the Romeo charter amendment proposal, you will have given your consent to approve such proposal.

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Due to the obligations of the Supporting Romeo Stockholders under the Support Agreements, a failure of any other Romeo stockholder to deliver a written consent, or any change or revocation of a previously delivered written consent by any other Romeo stockholder, is not expected to have any effect on the approval of the Romeo merger proposal and the Romeo charter amendment proposal.

After the transaction is completed, a letter of transmittal and written instructions for the surrender of Romeo electronic certificates will be mailed to Romeo stockholders.

The expense of preparing, printing and mailing these consent solicitation materials is being borne by Romeo. Officers and employees of Romeo may solicit consents by telephone and personally, in addition to solicitation by mail. These persons will receive their regular compensation but no special compensation for soliciting consents.

Redemption Rights of RMG Stockholders

Pursuant to RMG’s amended and restated certificate of incorporation, a Public Stockholder may demand that RMG redeem such shares for cash if the Business Combination is consummated. Public Stockholders will be entitled to receive cash for these shares only if they deliver their stock to RMG’s transfer agent no later than two (2) business days prior to the special meeting. Public Stockholders do not need to affirmatively vote on the business combination proposal or be a holder of such public shares as of the record date to exercise redemption rights. If the Business Combination is not completed, no shares will be redeemed for cash. If a Public Stockholder properly demands redemption, RMG will redeem each public share for a pro rata portion of the trust account, calculated as of two business days prior to the anticipated consummation of the Business Combination, including interest earned on the trust account and not previously released to RMG to pay its tax obligations. As of            , 2020, the record date, this would amount to approximately $           per share. If a Public Stockholder exercises its redemption rights, then it will be exchanging its shares of RMG common stock for cash and will no longer own the shares. See the section entitled “Special Meeting of RMG Stockholders—Redemption Rights” for a detailed description of the procedures to be followed if you wish to exercise redemption rights.

Notwithstanding the foregoing, a Public Stockholder, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to 20% or more of the public shares. Accordingly, all public shares in excess of 20% held by a Public Stockholder will not be redeemed for cash.

The Business Combination will not be consummated if RMG has net tangible assets of less than $5,000,001 after taking into account the redemption for cash of all public shares properly demanded to be redeemed by Public Stockholders. This means that a substantial number of public shares may be redeemed and RMG can still consummate the Business Combination. However, the Merger Agreement provides that Romeo is not required to consummate the Business Combination if immediately prior to the consummation of the Business Combination, RMG does not have at least $150 million available to it in the trust account (together with net cash proceeds received from any investment in RMG approved pursuant to the terms of the Merger Agreement, including up to $150 million pursuant to the Private Placement) after giving effect to payment of amounts that RMG will be required to pay to redeeming stockholders upon consummation of the Business Combination. If Romeo does not waive its termination right and RMG has less than the required amount in trust, the Business Combination will not be consummated.

Holders of RMG warrants will not have redemption rights with respect to such securities.

Tax Consequences of Business Combination

For a description of the material U.S. federal income tax consequences of the Business Combination to holders of Romeo’s common stock, please see the information set forth in the section entitled “Material U.S. Federal Income Tax Considerations—Material Tax Considerations of the Business Combination to U.S. Holders of Romeo Capital Stock.”

For a description of the material U.S. federal income tax consequences of the exercise of redemption rights, please see the information set forth in the section entitled “Material U.S. Federal Income Tax Considerations—Material Tax Considerations Related to a Redemption of RMG Class A Common Stock.”

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Appraisal Rights

None of RMG’s stockholders, unitholders or warrant holders have appraisal rights in connection with the Business Combination under Delaware law.

Under Section 262 of the DGCL, holders of shares of Romeo common stock or preferred stock who do not consent to the adoption of the Merger Agreement and who otherwise follow the procedures set forth in Section 262 of the DGCL will be entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of the shares, exclusive of any element of value arising from the accomplishment or expectation of the Business Combination, together with interest, if any, to be paid on the amount determined to be “fair value.”  Romeo stockholders considering seeking appraisal should be aware that the “fair value” of their shares as so determined could be more than, the same as or less than the consideration they would receive pursuant to the Merger Agreement if they did not seek appraisal of their shares.

Any holder of shares of Romeo common stock or preferred stock wishing to exercise appraisal rights must, within 20 days after the date of mailing of the notice of their right to demand appraisal, make a written demand for the appraisal of the stockholder’s shares to Romeo (as the surviving corporation in the Business Combination), and that stockholder must not submit a written consent approving the adoption of the Merger Agreement. Failure to follow the procedures specified under Section 262 of the DGCL may result in the loss of appraisal rights.

In addition, under Chapter 13 of the CCC, holders of Romeo common stock or preferred stock are entitled to dissenters’ rights in connection with the Business Combination. If a Romeo stockholder does not wish to accept the merger consideration in the Business Combination and does not approve the Romeo merger proposal, Romeo stockholders have the right under California law to seek from Romeo the “fair value” of its shares in lieu of the merger consideration it would receive if the Business Combination is completed. Failure to follow all of the steps required under the California law will result in the loss of your appraisal rights. See the section entitled “Appraisal Rights” beginning on page 251 and Section 262 of the DGCL and Chapter 13 of the CCC attached to this proxy statement/consent solicitation statement/prospectus as Annex E and Annex F, respectively.

Proxy Solicitation

Proxies may be solicited by mail, telephone or in person (which would include presence at a virtual meeting). RMG has engaged Morrow Sodali LLC to assist in the solicitation of proxies. If a stockholder grants a proxy, it may still vote its shares in person (which would include presence at a virtual meeting) if it revokes its proxy before the special meeting. A stockholder may also change its vote by submitting a later-dated proxy as described in the section entitled “Special Meeting of RMG Stockholders—Revoking Your Proxy.”

Interests of the Sponsor and RMG’s Directors and Officers in the Business Combination

In considering the recommendation of RMG’s board of directors for RMG stockholders to vote in favor of approval of the business combination proposal, the RMG charter proposals and the other proposals, RMG stockholders should keep in mind that the Sponsor (which is affiliated with certain of RMG’s officers and directors) and RMG’s directors and officers have interests in such proposals that are different from, or in addition to, your interests as a RMG stockholder or warrant holder. These interests include, among other things:

·

If the Business Combination with Romeo or another business combination is not consummated by February 12, 2021 (or such later date as may be approved by RMGs stockholders), RMG will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares for cash and, subject to the approval of its remaining stockholders and its board of directors, dissolving and liquidating. In such event, the 5,175,000 Founder Shares held by the Sponsor, which were acquired for a purchase price of approximately $0.004 per share prior to the Initial Public Offering, would be worthless because the holders are not entitled to participate in any redemption or distribution with respect to such shares. Such shares had an aggregate market value of $           based upon the closing price of $           per share on NYSE on            , 2020, the record date.

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·

The Sponsor, which is affiliated with certain of RMGs directors and officers, purchased an aggregate of 3,766,667 private warrants from RMG for an aggregate purchase price of approximately $5.65 million (or $1.50 per warrant). These purchases took place on a private placement basis simultaneously with the consummation of the Initial Public Offering. All of the proceeds RMG received from these purchases were placed in the trust account. Such warrants had an aggregate market value of $           based upon the closing price of $           per unit on NYSE on            , 2020, the record date. The private warrants will become worthless if RMG does not consummate a business combination by February 12, 2021 (or such later date as may be approved by RMG stockholders in an amendment to its amended and restated certificate of incorporation).

·

The Stockholders Agreement contemplated by the Merger Agreement provides that Robert Mancini and Philip Kassin will be directors of the Combined Company after the closing of the Business Combination (assuming they are elected at the special meeting as described in this proxy statement/consent solicitation statement/prospectus). As such, in the future, each will receive any cash fees, stock options or stock awards that RMGs board of directors determines to pay to its non-executive directors.

·

If RMG is unable to complete a business combination within the required time period, the Sponsor will be personally liable under certain circumstances described herein to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by RMG for services rendered or contracted for or products sold to RMG. If RMG consummates a business combination, on the other hand, RMG will be liable for all such claims.

·

The Sponsor and RMGs officers, directors and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on RMGs behalf, such as identifying and investigating possible business targets and business combinations. However, if RMG fails to consummate a business combination within the required period, they will not have any claim against the trust account for reimbursement. Accordingly, RMG may not be able to reimburse these expenses if the Business Combination with Romeo or another business combination is not completed by February 12, 2021 (or such later date as may be approved by RMG stockholders in an amendment to its amended and restated certificate of incorporation). As of            , 2020, the record date, the Sponsor and RMG’s officers, directors and their affiliates had incurred approximately $           of unpaid reimbursable expenses.

·

The Merger Agreement provides for the continued indemnification of RMGs current directors and officers and the continuation of directors and officers liability insurance covering RMGs current directors and officers.

·

RMGs officers and directors (or their affiliates) may make loans from time to time to RMG to fund certain capital requirements. As of the date of this proxy statement/consent solicitation statement/prospectus, no such loans have been made, but loans may be made after the date of this proxy statement/consent solicitation statement/prospectus. If the Business Combination is not consummated, the loans will not be repaid and will be forgiven except to the extent there are funds available to RMG outside of the trust account.

·

The Subscription Investors have entered into Subscription Agreements with RMG, pursuant to which the Subscription Investors will purchase an aggregate of 15,000,000 shares of RMG common stock for a purchase price of $10.00 per share. Additionally, RMG has granted Republic an option that expires 30 days after the signing of the Subscription Agreements to purchase an additional 2,500,000 shares of Class A common stock at the same purchase price and on the same terms as described in the Subscription Agreements.

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At any time prior to the special meeting, during a period when they are not then aware of any material nonpublic information regarding RMG or its securities, the Sponsor, RMG’s officers and directors, Romeo or Romeo’s stockholders and/or their respective affiliates may purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the business combination proposal, or execute agreements to purchase shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire shares of RMG common stock or vote their shares in favor. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements that the holders of a majority of the shares entitled to vote at the special meeting to approve the business combination proposal vote in its favor and that RMG has in excess of the required dollar amount to consummate the Business Combination under the Merger Agreement, where it appears that such requirements would otherwise not be met. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/consent solicitation statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or warrants owned by the RMG initial stockholders for nominal value.

Entering into any such arrangements may have a depressive effect on RMG common stock. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he, she or it owns, either prior to or immediately after the special meeting.

If such transactions are effected, the consequence could be to cause the Business Combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the business combination proposal and the other proposals to be presented at the special meeting and would likely increase the chances that such proposals would be approved. Moreover, any such purchases may make it more likely that RMG will have in excess of the required amount of cash available to consummate the Business Combination as described above.

As of the date of this proxy statement/consent solicitation statement/prospectus, no agreements dealing with the above have been entered into. RMG will file a Current Report on Form 8-K to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the business combination proposal or the satisfaction of any closing conditions. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

Interests of Romeo’s Directors and Executive Officers in the Business Combination

Certain of Romeo’s executive officers and directors may have interests in the Business Combination that may be different from, or in addition to, the interests of Romeo’s stockholders. The members of Romeo’s board of directors were aware of and considered these interests to the extent that such interests existed at the time, among other matters, when they approved the Merger Agreement and recommended that Romeo stockholders approve the Romeo merger proposal and the Romeo charter amendment proposal. See the section entitled “Proposal No. 1—The Business Combination Proposal—Interests of Romeo’s Directors and Executive Officers in the Business Combination” beginning on page 96.

Recommendation to RMG Stockholders

RMG’s board of directors believes that the business combination proposal and the other proposals to be presented at the special meeting are fair to and in the best interest of RMG’s stockholders and unanimously recommends that its stockholders vote “FOR” the business combination proposal, “FOR” each of the RMG charter proposals, “FOR” the NYSE proposal, “FOR” the director election proposal, “FOR” the incentive plan proposal and “FOR” the adjournment proposal, if presented.

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Recommendation to Romeo Stockholders

After consideration, Romeo’s board of directors adopted resolutions determining that the Merger Agreement, the Business Combination contemplated by the Merger Agreement, the Romeo charter amendment proposal and the other transactions contemplated by the Merger Agreement were advisable and in the best interests of Romeo and its stockholders, adopting and approving the Merger Agreement and the transactions contemplated thereby, including the Business Combination, and the Romeo charter amendment proposal, and directing that the Merger Agreement and the Romeo charter amendment proposal be submitted to the holders of Romeo common stock and preferred stock for consideration. Romeo’s board of directors recommends that the holders of Romeo common stock and preferred stock adopt and approve the Merger Agreement and the Romeo charter amendment proposal, by executing and delivering the written consent furnished with this proxy statement/consent solicitation statement/prospectus.

For a description of various factors considered by Romeo’s board of directors in reaching its decision to adopt the Merger Agreement and approve the Business Combination, the Romeo charter amendment proposal and the other transactions contemplated by the Merger Agreement, see the sections titled “Proposal No. 1—The Business Combination Proposal—Romeo’s Board of Directors’ Reasons for Approval of the Business Combination” and “—Recommendation of Romeo’s Board of Directors” beginning on page 93 and page 97, respectively.

Conditions to the Closing of the Business Combination

General Conditions

Consummation of the Business Combination is conditioned upon, among other things: (i) all necessary permits, approvals, clearances, and consents of or filings with regulatory authorities, or as specified in the agreement being procured or made, as applicable; (ii) no order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any governmental authority or statute, rule or regulation that is in effect and prohibits or enjoins the consummation of the Business Combination; (iii) RMG having at least $5,000,001 of net tangible assets remaining prior to the Business Combination after taking into account the holders of public shares that properly demanded that RMG redeem their public shares for their pro rata share of the trust account; (iv) the Registration Statement on Form S-4 of which this proxy statement/consent solicitation statement/prospectus forms a part shall have become effective in accordance with the provisions of the Securities Act, no stop order shall have been issued by the SEC which remains in effect with respect to the Form S-4, and no proceeding seeking such a stop order shall have been threatened or initiated by the SEC which remains pending; (v) the delivery by each party to the other party of a certificate with respect to the truth and accuracy of such party’s representations and warranties as of execution of the Merger Agreement and as of the closing as well as the performance by such party of covenants contained in the Merger Agreement required to by complied with by such party prior to the closing; (vi) approval of the business combination proposal, the RMG charter proposals, the NYSE proposal, the director election proposal and the incentive plan proposal (and each such proposal is cross-conditioned on the approval of all proposals) and (vii) approval of the Merger Agreement, the Romeo charter amendment and the Business Combination by Romeo’s stockholders. For more information, please see the section entitled “Proposal No. 1—The Business Combination Proposal — The Merger Agreement — Conditions to the Closing of the Business Combination.”

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Romeo’s Conditions to Closing

The obligations of Romeo to consummate the Business Combination are also conditioned upon, among other things: (i) the accuracy of the representations and warranties of RMG and Merger Sub (subject to certain bring-down standards); (ii) performance of the covenants of RMG and Merger Sub to be performed as of or prior to the closing; (iii) RMG filing a certificate of incorporation with the Secretary of State of the State of Delaware and adopting bylaws, each in substantially the form as attached to the Merger Agreement; (iv) RMG executing the Registration Rights Agreement; (v) RMG executing the Stockholders’ Agreement; (vi) the covenants of the Sponsor contained in that certain letter agreement, dated as of February 7, 2019, by and among the Sponsor, RMG and the  Insiders (as defined therein) (the “Sponsor Agreement”) having been performed; (vii) the RMG common stock to be issued pursuant to the Merger Agreement and underlying the exchanged Romeo options and Romeo warrants shall have been approved for listing on a national securities exchange; and (viii) the amount of cash available to RMG shall not be less than $150 million after giving effect to payment of amounts that RMG will be required to pay to redeeming stockholders upon consummation of the Business Combination. For more information, please see the section entitled “Proposal No. 1—The Business Combination Proposal — The Merger Agreement — Conditions to the Closing of the Business Combination.”

RMG’s and Merger Sub’s Conditions to Closing

The obligation of RMG to consummate the Business Combination is also conditioned upon, among other things: (i) the accuracy of the representations and warranties of Romeo (subject to customary materiality qualifiers except for certain fundamental representations), (ii) Romeo performing in all material respects each of the covenants to be performed by it as of or prior to the Closing and (iii) no Material Adverse Effect (as defined in the Merger Agreement) having occurred or continuing from the date of the Merger Agreement. For more information, please see the section entitled “Proposal No. 1—The Business Combination Proposal — The Merger Agreement — Conditions to the Closing of the Business Combination.”

Termination

The Merger Agreement may be terminated at any time, but not later than the closing of the Business Combination, (i) by mutual written consent of RMG and Romeo; (ii) by either RMG or Romeo if the transactions are not consummated on or before the later of  February 12, 2021 or such later date as RMG’s stockholders may approve; (iii) by either RMG or Romeo if a governmental entity shall have issued an order, decree or ruling or taken any other action, in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the merger, which order, decree, judgment, ruling or other action is final and non-appealable; (iv) by either RMG or Romeo if the other party has breached any of its covenants or representations and warranties in any material respect and has not cured its breach within forty-five days of the notice of an intent to terminate, provided that the terminating party is itself not in breach; (v) by RMG if Romeo stockholder approval of the Business Combination has not been obtained within three business days following the date that this proxy statement/consent solicitation statement/prospectus is disseminated by Romeo to its stockholders; or (vi) by either RMG or Romeo if, at the RMG stockholder meeting, the Business Combination shall fail to be approved by the required vote described herein (subject to any adjournment or recess of the meeting).

Stockholder Support Agreements

In connection with the execution of the Merger Agreement, each executive officer and director of Romeo and each holder of 5% or more of Romeo’s common stock or preferred stock, who collectively own a majority of Romeo’s outstanding stock, have entered into agreements pursuant to which they have agreed to vote in favor of the Merger Agreement, the Business Combination and the Romeo charter amendment at a meeting of Romeo’s stockholders called to approve such actions (or to act by written consent approving such actions).

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Anticipated Accounting Treatment of the Business Combination

Notwithstanding the legal form of the Business Combination pursuant to the Merger Agreement, the Business Combination will be accounted for as a reverse recapitalization in accordance with U.S. GAAP.  Under this method of accounting, RMG will be treated as the acquired company for financial reporting purposes, and Romeo will be treated as the accounting acquiror. In accordance with this accounting, the Business Combination will be treated as the equivalent of Romeo issuing stock for the net assets of RMG, accompanied by a recapitalization. The net assets of RMG will be stated at historical cost, with no goodwill or other intangible assets recorded, and operations prior to the Business Combination will be those of Romeo. Romeo has been deemed the accounting acquiror for purposes of the Business Combination based on an evaluation of the following facts and circumstances:

Romeo’s existing stockholders will hold a majority ownership interest in the Combined Company, irrespective of whether existing shareholders of RMG exercise their right to redeem their shares of RMG common stock;
Romeo’s existing senior management team will comprise senior management of the Combined Company;
Romeo is the larger of the companies based on historical operating activity and employee base; and
Romeo’s operations will comprise the ongoing operations of the Combined Company.

Regulatory Matters

The Business Combination is not subject to any additional federal or state regulatory requirement or approval, except for the filings with the State of Delaware necessary to effectuate the Business Combination and the filing of required notifications and the expiration or termination of the required waiting periods under the HSR Act.

Risk Factors

In evaluating the proposals to be presented at the special meeting, a stockholder should carefully read this proxy statement/consent solicitation statement/prospectus and especially consider the factors discussed in the section entitled “Risk Factors.”

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SELECTED HISTORICAL FINANCIAL INFORMATION

RMG is providing the following selected historical financial information to assist you in your analysis of the financial aspects of the Business Combination.

RMG’s balance sheet data as of December 31, 2019 and December 31, 2018 and statement of operations data for fiscal years end December 31, 2019 and the period from October 22, 2018 (inception) through December 31, 2018 are derived from RMG’s audited financial statements, included elsewhere in this proxy statement/consent solicitation statement/prospectus. The selected historical interim financial information of RMG as of June 30, 2020 and for the six months ended June 30, 2020 and 2019 was derived from the unaudited interim financial statements of RMG included elsewhere in this proxy statement/consent solicitation statement/prospectus.

Romeo’s consolidated balance sheet data as of December 31, 2019 and December 31, 2018, consolidated statement of operations data and consolidated statement of cash flow data for the fiscal years ended December 31, 2019 and December 31, 2018 are derived from Romeo’s audited financial statements, included elsewhere in this proxy statement/consent solicitation statement/prospectus. The selected historical interim financial information of Romeo as of June 30, 2020 and December 31, 2019 and for the six months ended June 30, 2020 and 2019 are derived from the unaudited condensed consolidated interim financial statements of Romeo included elsewhere in this proxy statement/consent solicitation statement/prospectus.

This information is only a summary and should be read in conjunction with each of Romeo’s and RMG’s consolidated financial statements and related notes and the sections entitled “Other Information Related to RMG—RMG’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Romeo’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this proxy statement/consent solicitation statement/prospectus. The historical results included below and elsewhere in this proxy statement/consent solicitation statement/prospectus are not indicative of the future performance of Romeo or RMG. All amounts are in U.S. dollars.

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RMG’s Selected Financial Information

Period from

Six Months

Six Months

Year Ended

October 22, 2018

Ended June 30,

Ended June 30,

December 31,

(inception) to

December 31, 2018

    

2020

    

2019

    

2019

    

Income Statement Data

Loss from operations

$

(559,947)

 

(557,416)

$

(1,093,066)

 

$

(2,565)

Interest income

 

1,098

 

13,886

 

12,602

 

10

Gain on marketable securities (net), and dividends held in Trust Account

 

 

2,157,433

 

3,565,051

 

Net income (loss)

 

617,620

 

1,177,769

 

2,086,083

 

(2,555)

Basic and diluted net income per share, Class A

$

0.05

 

$

0.07

$

0.13

 

$

Basic and diluted net loss per share, Class B

$

(0.08)

 

$

(0.08)

$

(0.15)

 

$

0.00

Balance Sheet Data

    

As of June 30, 2020

    

As of December 31, 2019

Cash

$

712,980

$

1,175,207

Restricted cash equivalents held in Trust Account

 

234,150,965

 

233,232,730

Total assets

 

235,000,269

 

234,584,340

Total liabilities

 

8,769,928

 

8,971,619

Total stockholders’ equity

 

5,000,001

 

5,000,001

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Romeo’s Selected Financial Information

(dollars in thousands)

Six Months Ended June 30,

Year Ended December 31,

 

Statement of Operations Data:

    

2020

    

2019

    

2019

    

2018

(Unaudited)

Total revenue

$

3,651

$

1,864

$

8,488

$

3,064

Total cost of revenues

6,055

5,712

17,237

12,795

Gross loss

(2,404)

(3,848)

(8,749)

(9,731)

Total operating expenses

8,754

15,021

29,718

38,214

Operating loss

(11,158)

(18,869)

(38,467)

(47,945)

Interest expense

(518)

(10,617)

(10,954)

(8,802)

Interest income

124

269

Loss on extinguishment of debt

(9,181)

(9,181)

(2,580)

Other expense

(1,386)

Net loss before income taxes and equity (loss) in affiliates

(13,062)

(38,543)

(58,333)

(59,327)

Equity (loss) in affiliates

(732)

(1,520)

Income tax expense

(1)

(1)

(1)

Net loss

$

(13,794)

$

(38,544)

$

(59,854)

$

(59,328)

Six Months Ended June 30,

Year Ended December 31,

 

Statement of Cash Flow Data:

    

2020

    

2019

    

2019

    

2018

(Unaudited)

Net cash provided by (used for):

Operating activities

$

(8,333)

$

(28,123)

$

(46,964)

$

(42,337)

Investing activities

$

(603)

$

(720)

$

(1,171)

$

(3,049)

Financing activities

$

13,870

$

68,772

$

48,553

$

41,027

    

As of June 30,
2020

As of December 31,

 

Balance Sheet Data:

(Unaudited)

    

2019

    

2018

Cash and cash equivalents

$

5,363

$

429

$

11

Restricted cash

$

1,500

$

1,500

$

1,500

Total assets

$

37,167

$

32,578

$

22,443

Total liabilities

$

42,702

$

30,005

$

58,753

Total stockholders’ deficit

$

(113,115)

$

(101,007)

$

(47,725)

Six Months Ended June 30,

Year Ended December 31,

 

Other Financial Data:

    

2020

    

2019

    

2019

    

2018

(Unaudited)

(Unaudited)

EBITDA(1)

$

(12,326)

$

(27,138)

$

(47,297)

$

(48,952)

Adjusted EBITDA(1)

$

(10,288)

$

(17,218)

$

(31,964)

$

(43,424)

(1) Management utilizes certain non-GAAP performance measures, EBITDA and Adjusted EBITDA, for purposes of evaluating Romeo’s ongoing operations and for internal planning and forecasting purposes. Romeo believes that these non-GAAP operating measures, when reviewed collectively with Romeo’s GAAP financial information, provide useful supplemental information to investors in assessing Romeo’s operating performance. See the section captioned “Non-GAAP Financial Measures” included within “ROMEO’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS” for a complete description of the non-GAAP performance measures and a reconciliation to the nearest GAAP measures.

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SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following selected unaudited pro forma condensed combined financial information has been provided to aid in your analysis of the financial aspects of the Business Combination. For each of the periods presented, the pro forma financial information reflects the combination of historical financial information of RMG and Romeo, adjusted to give effect to (1) the Business Combination, inclusive of the issuance of RMG common stock for Romeo’s issued and outstanding preferred stock and convertible notes as if each converted to Romeo common stock immediately prior to the Business Combination, (2) the repayment of certain of Romeo’s outstanding notes, (3) certain related equity financing transactions, and (4) the payment of transaction costs (collectively, the “Transactions”).  Hereinafter, RMG and Romeo are collectively referred to as the “Companies,” and the Companies, subsequent to the Business Combination, are referred to herein as the “Combined Company.”

The unaudited pro forma condensed combined balance sheet data, which has been presented for the Combined Company as of June 30, 2020, gives effect to the Transactions as if they were consummated on June 30, 2020.  The unaudited pro forma condensed combined statement of operations data, which has been presented for the six months ended June 30, 2020 and for the year ended December 31, 2019, gives pro forma effect to the Transactions as if they had occurred on January 1, 2019.  The unaudited pro forma condensed combined balance sheet data does not purport to represent, and is not necessarily indicative of, what the actual financial condition of the Combined Company would have been had the Business Combination taken place on June 30, 2020, nor is it indicative of the financial condition of the Combined Company as of any future date. The unaudited pro forma condensed combined statement of operations data does not purport to represent, and is not necessarily indicative of, what the actual results of operations of the Combined Company would have been had the Business Combination taken place on January 1, 2019, nor is this data indicative of the results of operations of the Combined Company for any future period.

The unaudited pro forma condensed combined financial information was derived from, and should be read in conjunction with, the following historical financial statements and the accompanying notes, which are included elsewhere in this proxy statement/consent solicitation statement/prospectus:

The historical unaudited condensed financial statements of RMG as of and for the six months ended June 30, 2020, and the historical audited financial statements of RMG as of and for the year ended December 31, 2019; and
The historical unaudited condensed consolidated financial statements of Romeo as of and for the six months ended June 30, 2020 and the historical audited consolidated financial statements of Romeo as of and for the year ended December 31, 2019.

This unaudited pro forma condensed combined financial information should also be read together with the sections of this proxy statement/consent soliciation statement/ prospectus entitled “RMG’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Romeo’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Summary of the Material Terms of the Business Combination,” and “Proposal No. 1—The Business Combination Proposal,” as well as other information included elsewhere in this proxy statement/consent solicitation statement/prospectus.

Description of the Transactions

On October 5, 2020, RMG, Merger Sub, and Romeo entered into the Merger Agreement pursuant to which RMG plans to acquire all of the issued and outstanding equity interests of Romeo.  Upon consummation of the Business Combination, the newly-formed Merger Sub, as a wholly-owned and direct subsidiary of RMG, will merge with and into Romeo, with Romeo surviving as a wholly-owned subsidiary of RMG.  In addition, RMG, as the issuer of the publicly-traded equity of the Combined Company, will immediately change its name to Romeo Power, Inc.

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Consideration for the Business Combination will consist of shares of RMG’s common stock issued in exchange for all outstanding shares of Romeo’s common stock, determined on a fully-diluted basis, as follows:

As if all of Romeo’s issued and outstanding shares of preferred stock converted into common stock of Romeo pursuant to the terms of Romeo’s Fourth Amended and Restated Certificate of Incorporation; and
As if all of Romeo’s issued and outstanding convertible notes, inclusive of interest accrued thereon, converted into common stock of Romeo at a conversion price of $0.4339 per share.

The following additional activities will occur immediately prior to or upon closing of the Business Combination, which are also reflected in the unaudited pro forma condensed combined financial information below:

The settlement of all of Romeo’s issued and outstanding term notes, inclusive of accrued and unpaid interest;
The payment of transaction costs incurred by both RMG and Romeo;
The payment of deferred legal fees, underwriting commissions, and other costs incurred in connection with RMG’s IPO;
The settlement of $9.1 million of the notes receivable due to Romeo from stockholders, inclusive of the forgiveness of $1.7 million of the amount due; and
The exchange of all issued and outstanding warrants and stock options for the purchase of shares of Romeo’s common stock, inclusive of stock options for which vesting is fully contingent upon Romeo being acquired by a special purpose acquisition company (“SPAC”), for warrants and stock options for the purchase of common stock of the Combined Company.

Pursuant to the Merger Agreement, the aggregate consideration, consisting of shares of RMG common stock, will be determined based upon the quotient of (A) (i) a purchase price of $900 million, plus (ii) Romeo’s closing date cash, minus (iii) Romeo’s closing date indebtedness, plus (iv) the aggregate exercise price of all of Romeo’s outstanding options and warrants, divided by (B) $10.00.  Shares issued by RMG to consummate the Business Combination will be exchanged for outstanding shares of Romeo’s common stock based upon an exchange ratio equal to the quotient of (A) the aggregate merger consideration divided by (B) the sum of (i) the number of shares of Romeo common stock outstanding and issuable upon conversion of Romeo’s outstanding preferred stock, (ii) the number of shares of Romeo common stock subject to unexpired, issued and outstanding options and warrants, and (iii) the number of shares of Romeo common stock issuable upon conversion of Romeo’s convertible notes.  

Concurrently with the execution of the Merger Agreement on October 5, 2020, RMG entered into Subscription Agreements with Subscription Investors that have agreed to purchase shares of RMG’s Class A common stock in connection with the Business Combination.  Pursuant to the Subscription Agreements, the Subscription Investors agreed to subscribe for and purchase and RMG agreed to issue and sell to such Subscription Investors an aggregate of 15 million shares of RMG Class A common stock for a purchase price of $10.00 per share, or an aggregate of approximately $150 million in gross cash proceeds (the “Private Placement”). In addition, for up to 30 days subsequent to the signing of the Subscription Agreements, one Subscription Investor has the option to subscribe for an additional 2.5 million shares of RMG’s Class A common stock in exchange for an incremental investment of $25 million of cash. The closing of the Private Placement will occur immediately prior to the closing of the Business Combination and is conditioned thereon and on other customary closing conditions.

In addition, on October 2, 2020, Romeo entered into an agreement with Heritage Battery Recycling, LLC (“HBR”), a related party to an existing Romeo stockholder and a Subscription Investor, which requires Romeo to contribute $35 million of cash to HBR to fund HBR’s operations, if the Business Combination and the Private Placement yield aggregate gross proceeds of at least $200 million after transaction costs.

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Basis of Pro Forma Presentation

In accordance with Article 11 of Regulation S-X, pro forma adjustments to the combined historical financial information of RMG and Romeo only give effect to events that are both factually supportable and directly attributable to the Transactions.  In addition, for purposes of preparation of the unaudited pro forma condensed combined statement of operations information, adjustments have only been made to give effect to events that are expected to have a continuing impact on the results of the Combined Company following the Business Combination.  The pro forma condensed combined financial information does not give effect to any synergies, operating efficiencies, or other benefits that may result from consummation of the Transactions.  In addition, as (i) RMG and Romeo have not had any historical relationship prior to the Transactions and (ii) there is no historical activity with respect to the Merger Sub, preparation of the accompanying pro forma financial information did not require any adjustments with respect to such activities.

The unaudited pro forma condensed combined financial information has been presented to provide relevant information necessary for an understanding of the Combined Company subsequent to completion of the Transactions. Accordingly, the unaudited pro forma condensed combined financial information includes, among other things, pro forma adjustments to reflect the completion of the Business Combination, the Private Placement, the repayment and conversion of certain of Romeo’s outstanding notes, the settlement of transaction costs that have been reported in the Companies’ historical financial statements or will be incurred upon consummation of the Business Combination, and the impact of certain other pro forma adjustments.

Pursuant to RMG’s amended and restated certificate of incorporation, RMG’s Public Stockholders may demand that RMG redeem their shares of Class A common stock for cash if the Business Combination is consummated, irrespective of whether they vote for or against the Business Combination. If a Public Stockholder properly demands redemption of their RMG common shares, RMG will redeem each share for cash equal to the Public Stockholder’s pro rata portion of the trust account, calculated as of two business days prior to the anticipated consummation of the Business Combination.

Due to the redemption rights held by RMG’s Public Stockholders, the unaudited pro forma condensed combined financial information has been prepared assuming two alternative levels of redemptions of RMG’s publicly-traded shares:

Scenario 1 – Assuming no redemption:  This presentation assumes that no RMG stockholders exercise redemption rights with respect to their public shares upon consummation of the Business Combination; and

Scenario 2 – Assuming redemption of 22,123,034 public shares of RMG’s Class A common stock for cash: This presentation assumes that RMG stockholders exercise their redemption rights with respect to a maximum of 22,123,034 public shares upon consummation of the Business Combination. The maximum redemption amount is derived from the Merger Agreement’s requirement for the Transactions to result in a minimum of $150 million of available closing date cash from (i) RMG (inclusive of cash available to be released from the Trust Account) and (ii) the Private Placement, after giving effect to the payments to redeeming stockholders. Scenario 2 gives effect to all pro forma adjustments contained in Scenario 1, as well as additional adjustments to reflect the effect of the maximum redemption.

The following table provides a pro forma summary of the shares of the Combined Company’s common stock that would be outstanding under each of the two redemption scenarios if the Transactions had occurred on June 30, 2020:

Scenario 2 -

 

Scenario 1 -

Assuming Maximum

 

Assuming No Redemptions

Redemptions

 

Stockholder

    

Shares

    

%  

    

Shares

    

%  

 

Romeo stockholders

 

80,338,260

 

65%

80,338,260

 

79%

RMG’s public stockholders

 

23,000,000

 

19%

876,966

 

1%

RMG sponsor

 

5,750,000

 

5%

5,750,000

 

6%

Private Placement investors

 

15,000,000

 

12%

15,000,000

 

15%

 

124,088,260

 

101,965,226

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The unaudited pro forma condensed combined financial information has been presented for illustrative purposes only.  The pro forma adjustments applied to derive this information reflect estimates based on information available as of the dates of the unaudited pro forma condensed combined financial information and are subject to change as additional information becomes available. The actual financial position and results of operations of the Combined Company subsequent to consummation of the Transactions may differ significantly from the pro forma amounts reflected herein.

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Romeo’s Unaudited Pro Forma Financial Information

(dollars in thousands except per share amounts)

Pro Forma

Pro Forma

Combined

Combined

Assuming

Assuming

Statement of Operations Data - Six Months Ended

No

Maximum

June 30, 2020

    

RMG

    

Romeo

    

Redemptions

    

Redemptions

Total revenue

$

$

3,651

$

3,651

$

3,651

Total cost of sales

$

$

6,055

$

6,055

$

6,055

Total operating expenses

$

560

$

8,754

$

9,204

$

9,204

Operating loss

$

(560)

$

(11,158)

$

(11,608)

$

(11,608)

Net income (loss)

$

618

$

(13,794)

$

(12,367)

$

(12,367)

Basic and diluted net income (loss) per share

$

0.05

$

(0.06) (1)

$

(0.10)

$

(0.12)

RMG Class B basic and diluted net loss per share

$

(0.08)

N/A

 

N/A

 

N/A

 

Balance Sheet Data - As of June 30, 2020

 

 

 

 

Total current assets

$

850

$

21,275

$

321,675

$

122,524

Total assets

$

235,001

$

37,167

$

372,567

$

138,416

Total current liabilities

$

229

$

28,213

$

17,749

$

17,749

Total liabilities

$

8,771

$

42,702

$

24,846

$

24,846

Total stockholders’ equity (deficit)

$

5,000

$

(113,115)

$

347,721

$

113,570

Pro Forma

Pro Forma

Combined

Combined

Assuming

Assuming

Statement of Operations Data - Year Ended

No

Maximum

December 31, 2019

    

RMG

    

Romeo

    

Redemptions

    

Redemptions

Total revenue

$

$

8,488

$

8,488

$

8,488

Total cost of sales

$

$

17,237

$

17,237

$

17,237

Operating expenses

$

1,093

$

29,718

$

30,811

$

30,811

Operating loss

$

(1,093)

$

(38,467)

$

(39,560)

$

(39,560)

Net income (loss)

$

2,086

$

(59,854)

$

(60,843)

$

(60,843)

Basic and diluted net income (loss) per share

$

0.13

$

(0.31) (1)

$

(0.49)

$

(0.60)

RMG Class B basic and diluted net loss per share

$

(0.15)

N/A

 

N/A

 

N/A

(1) Basic and diluted net income (loss) per share includes Romeo Class A and Class B common stock

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COMPARATIVE PER SHARE DATA

(in thousands, except share and per share data)

Pro Forma

Pro Forma

Combined

Combined

Assuming

Assuming

No

Maximum

Six Months Ended June 30, 2020

    

RMG

    

Romeo (1)

    

Redemptions

    

Redemptions

Weighted average number of shares outstanding – basic and diluted

 

23,000,000

 

226,598,238

 

124,088,260

 

101,965,226

Weighted average number of shares outstanding – RMG Class B basic and diluted

 

5,750,000

 

N/A

 

N/A

 

N/A

Basic and diluted net income (loss) per share

$

0.05

$

(0.06)

$

(0.10)

$

(0.12)

RMG Class B basic and diluted net loss per share

$

(0.08)

N/A

 

N/A

 

N/A

Stockholders’ equity (deficit) per share - basic and diluted

$

0.17

$

(0.50)

$

2.80

$

1.11

Pro Forma

Pro Forma

Combined

Combined

Assuming

Assuming

No

Maximum

Year Ended December 31, 2019

    

RMG

    

Romeo (1)

    

Redemptions

    

Redemptions

Weighted average number of shares outstanding – basic and diluted

 

22,934,985

 

207,158,547

 

124,023,245

 

101,900,211

Weighted average number of shares outstanding – RMG Class B basic and diluted

 

5,750,000

 

N/A

 

N/A

 

N/A

Basic and diluted net income (loss) per share

$

0.13

$

(0.31)

$

(0.49)

$

(0.60)

RMG Class B basic and diluted net loss per share

$

(0.15)

N/A

 

N/A

 

N/A

(1) Basic and diluted net income (loss) per share includes Romeo Class A and Class B common stock

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FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY

RMG believes that some of the information in this proxy statement/consent solicitation statement/prospectus constitutes forward-looking statements within the definition of the Private Securities Litigation Reform Act of 1995. However, because RMG is a “blank check” company, the safe-harbor provisions of that act do not apply to statements made in this proxy statement/consent solicitation statement/prospectus. You can identify these statements by forward-looking words such as “may,” “expect,” “anticipate,” “contemplate,” “believe,” “estimate,” “intends” and “continue” or similar words. You should read statements that contain these words carefully because they:

discuss future expectations;
contain projections of future results of operations or financial condition; or
state other “forward-looking” information.

RMG believes it is important to communicate its expectations to its stockholders. However, there may be events in the future that RMG is not able to predict accurately or over which it has no control. The risk factors and cautionary language discussed in this proxy statement/consent solicitation statement/prospectus provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described by RMG or Romeo in such forward-looking statements, including, among other things:

the ability to complete the Business Combination;
the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement;
the ability to maintain the listing of RMG’s securities on a national securities exchange following the Business Combination;
the potential liquidity and trading of RMG’s public securities;
the inability to recognize the anticipated benefits of the proposed Business Combination, which may be affected by, among other things, the amount of cash available following any redemption of public shares by RMG stockholders;
the ability to operate in highly competitive markets, and potential adverse effects of this competition;
risk of decreased revenues due to pricing pressures;
the ability to attract, motivate and retain qualified employees, including members of its senior management team;
the ability to maintain a high level of client service and expand operations;
potential failure to comply with privacy and information security regulations governing the client datasets Romeo processes and stores;
risk that Romeo is unsuccessful in integrating potential acquired businesses and product lines;
potential issues with Romeo’s product offerings that could cause legal exposure, reputational damage and an inability to deliver products or services;
the ability to develop new products, improve existing products and adapt its business model to keep pace with industry trends;
risk that Romeo’s products and services fail to interoperate with third-party systems;

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potential unavailability of third-party technology or battery cells that Romeo uses in its products;
the ability to maintain effective controls over disclosure and financial reporting that enable Romeo to comply with regulations and produce accurate financial statements;
potential disruption of Romeo’s products, offerings, website and networks;
the ability to deliver products and services following a disaster or business continuity event;
increased risks resulting from Romeo’s international operations;
potential unauthorized use of Romeo’s products and technology by third parties;
global economic conditions and the cyclical nature of certain markets Romeo serves;
the impact of the COVID-19 pandemic;
exchange rate fluctuations and volatility in global currency markets;
the ability to comply with various trade restrictions, such as sanctions and export controls;
potential intellectual property infringement claims;
the ability to comply with the anti-corruption laws of the United States and various international jurisdictions;
potential impairment charges related to goodwill, identified intangible assets and fixed assets;
a potential litigation involving RMG or Romeo;
costs related to the Business Combination;
expectations regarding the time during which RMG will be an “emerging growth company” under the JOBS Act; and
other risks and uncertainties indicated in this proxy statement/consent solicitation statement/prospectus, including those set forth under the section entitled “Risk Factors.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this proxy statement/consent solicitation statement/prospectus.

All forward-looking statements included herein attributable to any of RMG, Romeo or any person acting on either party’s behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable laws and regulations, RMG and Romeo undertake no obligations to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement/consent solicitation statement/prospectus or to reflect the occurrence of unanticipated events.

Before you grant your proxy or instruct your bank or broker how to vote, or vote on the business combination proposal, the RMG charter proposals, the NYSE proposal, the director election proposal, the incentive plan proposal or the adjournment proposal, you should be aware that the occurrence of the events described in the section entitled “Risk Factors” and elsewhere in this proxy statement/consent solicitation statement/prospectus may adversely affect RMG and/or Romeo.

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RISK FACTORS

Stockholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement/consent solicitation statement/prospectus, before they decide whether to vote or instruct their vote to be cast to approve the proposals described in this proxy statement/consent solicitation statement/prospectus.

The value of your investment in RMG following consummation of the Business Combination will be subject to the significant risks affecting Romeo and inherent to the industry in which it operates. You should carefully consider the risks and uncertainties described below and other information included in this proxy statement/consent solicitation statement/prospectus. If any of the events described below occur, the post-acquisition business and financial results could be adversely affected in a material way. This could cause the trading price of its common stock to decline, perhaps significantly, and you therefore may lose all or part of your investment. As used in the risks described in this subsection, references to “we,” “us” and “our” are intended to refer to Romeo unless the context clearly indicates otherwise.

Risks Related to Romeo’s Business and Industry

Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment.

You must consider the risks and difficulties we face as an early stage company with a limited operating history.  If we do not successfully address these risks, our business, prospects, financial condition, and operating results will be materially and adversely harmed.  Romeo was incorporated in June 2014 and has a very limited operating history on which investors can base an evaluation of our business, prospects, financial condition and operating results.  We derive, and intend to continue to derive, the majority of our revenues from the sale of our battery packs, modules, and battery management systems.  As of September 30, 2020, we currently have approximately $310 million in revenue under contract, of which approximately $240 million represents revenue from contractual minimum order quantities, which may encounter delays.  Although we have attempted to de-risk such backlog through minimum value commitments in existing contracts, there are no assurances that we will be able to maintain our current customers or supplier relationships, or secure future business with customers, such as major commercial vehicle original equipment manufacturers (“OEMs”), trucking companies and other fleet owners.

It is difficult to predict our future revenues and appropriately budget for our expenses, and we have limited insight into trends that may emerge and affect our business.  In the event that actual results differ from our estimates or we adjust our estimates in future periods, our operating results and financial condition could be materially affected.  The projected financial information appearing elsewhere in this proxy statement/consent solicitation statement/prospectus has been prepared with assistance from our management and reflects current estimates of future performance.  The projected results depend on the successful implementation of our management’s growth strategies and are based on assumptions and events over which we have only partial or no control.  The assumptions underlying such projected information require the exercise of judgment and may not occur, and the projections are subject to uncertainty due to the effects of economic, business, competitive, regulatory, legislative, political and other changes.

We have identified material weaknesses in our internal control over financial reporting which, if not corrected, could affect the reliability of our consolidated financial statements and have other adverse consequences.

We have identified material weaknesses in our internal control over financial reporting that we are currently working to remediate, which relate to: (a) Romeo’s general segregation of duties, including the review and approval of journal entries; and (b) a lack of sufficient technical accounting resources.

A material weakness is a deficiency or combination of deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of its financial statements would not be prevented or detected on a timely basis. These deficiencies could result in additional material misstatements to its consolidated financial statements that could not be prevented or detected on a timely basis.

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Our management has concluded that these material weaknesses in our internal control over financial reporting are due to the fact that, prior to the completion of the Business Combination, we were a private company with limited resources and did not have the necessary business processes and related internal control formally designed and implemented coupled with the appropriate resources with the appropriate level of experience and technical expertise to oversee our business processes and controls.

Our management is in the process of developing a remediation plan. The material weaknesses will be considered remediated when management designs and implements effective controls that operate for a sufficient period of time and management has concluded, through testing, that these controls are effective. Our management will monitor the effectiveness of our remediation plans and will make changes management determines to be appropriate.

If not remediated, these material weaknesses could result in further material misstatements to our annual or interim consolidated financial statements that might not be prevented or detected on a timely basis, or in delayed filing of required periodic reports. If we are unable to assert that our internal control over financial reporting is effective, or when required in the future after consummation of the Business Combination, if RMG’s independent registered public accounting firm is unable to express an unqualified opinion as to the effectiveness of the internal control over financial reporting, investors may lose confidence in the accuracy and completeness of RMG’s financial reports, the market price of RMG common stock could be adversely affected and RMG could become subject to litigation or investigations by the NYSE, the SEC, or other regulatory authorities, which could require additional financial and management resources.

The uncertainty in global economic conditions could negatively affect our operating results.

Our operating results are directly affected by the general global economic conditions of the industries in which our major customer groups operate.  Our business segments are highly dependent on the economic and market conditions in each of the geographic areas in which we operate. Sales of our battery packs and battery management systems (“BMS”) for truck fleets, for example, depend significantly on demand for new electric vehicle transportation by large consumer companies. The uncertainty in global economic conditions varies by geographic segment and can result in substantial volatility in global credit markets. These conditions affect our business by reducing prices that our customers may be able or willing to pay for our products or by reducing the demand for our products, which could in turn negatively impact our sales and result in a material adverse effect on our business, cash flow, results of operations and financial condition.

Our business and future growth depends on the growth in demand for electric vehicles, hybrid vehicles and alternative fuel.

As the demand for our products is directly related to the market demand for electric vehicles, a fast-growing e-mobility market will be critical to the success of our business.  In anticipation of an expected increase in the demand for electric vehicles in the next few years, we have developed our manufacturing facility and sought long-term strategic partnerships, such as our strategic alliance with tier 1 automotive supplier BorgWarner, Inc. (“BorgWarner”).  However, the markets we have targeted, primarily those in North America (North American commercial vehicles Class 6 through 8) and Europe (European high-performance vehicles), may not achieve the level of growth we expect during the time frame projected.  If either of these markets fails to achieve our expected level of growth, we may have excess production capacity and may not be able to generate enough revenue to obtain our profitability.  If the market for alternative fuel, hybrid vehicles and electric vehicles does not develop at the rate or in the manner or to the extent that we expect, or if critical assumptions that we have made regarding the efficiency of our energy solutions are incorrect or incomplete, our business, prospects, financial condition and operating results could be harmed.

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Our future depends on the needs and success of our customers, as well as the demand for our customers’ products or services.

The demand for our battery products will ultimately depend on our end-market users.  Decisions to purchase our battery packs, modules, and BMS may depend on the performance of the industries of our customers and if demand for output in those industries decreases, then the demand for our products may decrease as well.  Demand in these industries is impacted by numerous factors, including, but not limited to, commodity prices, infrastructure spending, consumer spending, customer fleet ICE replacement schedules, travel restrictions, fuel costs, energy demands, municipal spending and government mandates and incentives. Increases or decreases in these variables may significantly impact the demand for our products.  If we are unable to predict demand accurately, we may be unable to meet our customers’ needs, resulting in the loss of potential sales, or we may produce excess products, resulting in increased inventories and overcapacity in our production facilities, increasing our unit production cost and decreasing our operating margins.

Further, our customers’ inability to market and sell their products or services successfully, whether from lack of market acceptance or otherwise, could materially and adversely affect our business and prospects because such customers may not order new or additional products from us.  If we cannot achieve the expected level of sales, we will not be able to make sufficient profits to offset the expenditures we have incurred to expand our production capacity, nor will we be able to grow our business.  Accordingly, our business, financial condition, results of operations and future success would be materially and adversely affected.

We are currently dependent on a limited number of customers for a significant portion of our revenues.

We have been dependent on a limited number of customers for a significant portion of our revenue. For the year ended December 31, 2019, two customers accounted for approximately 74% of total revenue, and the BorgWarner JV engineering service revenue accounted for 23% of total revenue. For the year ended December 31, 2018, four customers accounted for 78% of revenue. For the six months ended June 30, 2020, one customer accounted for approximately 55% of total revenue, and the BorgWarner JV engineering services revenue accounted for 40% of total revenue. For the six months ended June 30, 2019, two customers accounted for approximately 97% of revenue. Our top customer, Nikola, accounts for approximately 66% of our revenues under contract as of September 30, 2020.  Dependence on a few customers could make it difficult to negotiate attractive prices for our products and could expose us to the risk of substantial losses if a single dominant customer stops purchasing our products or if we lose a single dominant customer due to reasons out of our control.  We expect that a limited number of customers will continue to contribute a significant portion of our sales in the near future.  Our ability to maintain close relationships with these top customers is essential to the growth and profitability of our business. If we fail to sell our products to one or more of these top customers in any particular period, or if a large customer purchases fewer of our products, defers orders or fails to place additional orders with us, or if we fail to develop additional major customers, our revenue could decline and our results of operations could be adversely affected.

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Many of our target customers are large commercial vehicle OEM customers and large volume customers, and the failure to obtain such customers, loss of sales to such customers or failure to negotiate acceptable terms in contract renewal negotiations could have an adverse impact on our business.

Although we intend to sell predominantly to commercial vehicle OEMs and other large volume customers, we may not be able to establish or continue our relationships with such OEMs or large volume customers if customer demand is not as high as we expect or if commercial vehicle OEMs face pressure or contractual obligations from their existing suppliers not to purchase our products.  We may enter into long-term contracts with certain of these commercial vehicle OEMs and other large volume customers, who have substantial bargaining power with respect to price and other commercial terms, and any long-term contracts would be subject to renegotiation and renewal from time to time.  Failure to obtain new customers, maintain existing customers, loss of all or a substantial portion of sales to any future or current customers for whatever reason (including, but not limited to, loss of contracts or failure to negotiate acceptable terms in contract renewal negotiations, loss of market share by these customers, insolvency of such customers, reduced or delayed customer requirements, plant shutdowns, strikes or other work stoppages affecting production by such customers) or continued reduction of prices to these customers could have a significant adverse effect on our financial results and business prospects.  There can be no assurance that we will be able to obtain large volume customers, to maintain our current large volume customers, not to lose all or a portion of sales to any future large volume customers, or to offset any reduction of prices to these customers with reductions in our costs or by obtaining new contracts.

The level of any future sales to commercial vehicle OEMs, including the realization of future sales from awarded business or obtaining new business or customers, is inherently subject to a number of risks and uncertainties, including the number of vehicles that these commercial vehicle OEMs actually manufacture and sell.  Further, to the extent that the financial condition, including bankruptcy or market share, of any of our largest customers deteriorates or their sales otherwise continue to decline, our business, prospects, financial condition and operating results could be adversely affected.  Accordingly, we may not in fact realize all of the future sales represented by our awarded business.  Any failure to realize these sales could have a material adverse effect on our business, prospects, financial condition and operating results.

We may not be able to engage target customers successfully and to convert such contacts into meaningful orders in the future.

Our success, and our ability to increase revenue and operate profitably, depends in part on our ability to identify target customers and convert such contacts into meaningful orders or expand on current customer relationships.  In some cases, our battery products have been delivered to certain customers on an early trial deployment basis, where such customers have the ability to evaluate whether our products meet their performance requirements before such customers commit to meaningful orders.

In addition to new customers, our future success depends on whether our current customers are willing to continue using our battery products as well as whether their product lines continue to incorporate our products.  As our customers expand their product lines, we hope to be the primary supplier for their fleets.  Our products are fully customizable and our R&D efforts strive to create products that are on the cutting edge of technology, but competition in our industry is high.  To secure acceptance of our products, we must constantly develop and introduce longer-range and more cost-effective batteries with enhanced functionality and performance to meet evolving industry standards.  If we are unable to meet our customers’ performance requirements or industry specifications, retain target customers, or convert early trial deployments into meaningful orders, our business, prospects, financial condition and operating results could be materially adversely affected.

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Under certain circumstances, our customers can cancel or terminate our contracts.

We have ongoing arrangements with our customers and target customers.  Some of these arrangements are evidenced by non-binding letters of intent and memoranda of understanding, early stage agreements that are used for design and development purposes but will require renegotiation at later stages of development or production or master agreements that have yet to be implemented under separately negotiated statements of work, each of which could be terminated or may not materialize into next-stage contracts or long-term contract partnership arrangements.  For instance, we have entered into non-binding letters of intent or memoranda of understanding with certain commercial vehicle companies in the United States and Canada.  If these arrangements are terminated or if we are unable to enter into next-stage contracts or long-term operational contracts, our business, prospects, financial condition and operating results may be materially adversely affected.

If we are unable to establish and maintain confidence in our long-term business prospects among customers and analysts and within our industry or are subject to negative publicity, then our financial condition, operating results, business prospects and access to capital may suffer materially.

Customers may be less likely to purchase our battery products if they are not convinced that our business will succeed or that our service and support and other operations will continue in the long term.  Similarly, suppliers and other third parties will be less likely to invest time and resources in developing business relationships with us if they are not convinced that our business will succeed. Accordingly, in order to build and maintain our business, we must maintain confidence among customers, suppliers, analysts, ratings agencies and other parties in our products, long-term financial viability and business prospects.  Maintaining such confidence may be particularly complicated by certain factors including those that are largely outside of our control, such as our limited operating history, customer unfamiliarity with our battery products, any delays in scaling production, delivery and service operations to meet demand, competition, future changes in the evolving hybrid electric and electric vehicle market or uncertainty regarding our production and sales performance compared with market expectations.

If any of our battery products fails to perform as expected, our ability to develop, market and sell our current products or future technology could be harmed.

Our products, such as our battery modules, packs and BMS, could contain defects in design and production that may cause them not to perform as expected or may require repair.  We currently have a limited frame of reference by which to evaluate the performance of our products upon which our business prospects depend.  There can be no assurance that we will be able to detect and fix any defects in our battery products.  We may experience recalls in the future, which could adversely affect our brand and could adversely affect our business, prospects, financial condition and operating results.

Further, our products may not perform consistent with customers’ expectations or consistent with other vehicles that may become available.  Any product defects or any other failure of our battery modules, packs and software to perform as expected could harm our reputation and result in lost revenue, delivery delays, product recalls, negative publicity, product liability claims and significant warranty and other expenses and could have a material adverse impact on our business, prospects, financial condition and operating results.  Additionally, problems and defects experienced by other alternative fuel commercial vehicle companies or electric consumer vehicles could by association have a negative impact on public perception and customer demand for our products.

We operate in an extremely competitive industry and are subject to pricing pressures.  Further, many other battery manufacturers have significantly greater resources than we have.

We compete with a number of major international manufacturers and distributors, as well as a number of smaller, regional competitors.  We expect competition to become more intense as our end-markets transition to zero-emission transportation. Increased competition may result in declines in average selling prices, causing a decrease in margins. Due to excess capacity in some sectors of our industry and consolidation among industrial battery purchasers, we may be subjected to significant pricing pressures.

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Many of our competitors have greater financial, personnel, technical, manufacturing, marketing, sales and other resources than we do, which may place us at a competitive disadvantage. In addition, certain of our competitors may have a lower overall cost structure.  As a result, these competitors may be in a stronger position to respond quickly to market opportunities, new or emerging technologies and evolving industry standards. Many of our competitors are developing a variety of battery technologies, such as solid state batteries and fuel cell, which are expected to compete with our existing product lines. It is possible that our competitors will be able to introduce new products with more desirable features than ours and their new products will gain greater market acceptance. If our competitors successfully do so, we may not be able to maintain our competitive position and our business and future success would be materially and adversely affected.

We anticipate continued competitive pricing pressure as foreign producers are able to employ labor at significantly lower costs than producers in the U.S. and Western Europe, expand their export capacity and increase their marketing presence in our major end markets.  Several of our competitors have strong technical, marketing, sales, manufacturing, distribution and other resources, as well as significant name recognition, established positions in the market and long-standing relationships with our industry’s potential customer base.  In addition, certain of our competitors may have long-standing relationships with suppliers, which may provide them with a competitive pricing advantage and reduce their exposure to volatile raw material costs.  Our ability to maintain and improve our operating margins has depended, and continues to depend, on our ability to control and reduce our costs.  We cannot assure you that we will be able to continue to control our operating expenses, to raise or maintain our prices or increase our unit volume, in order to maintain or improve our operating results.

Entering into strategic alliances, such as our joint venture with BorgWarner, and relying on third party manufacturing expose us to risks.

We have entered into, and may in the future enter into additional, strategic alliances, including joint ventures or minority equity investments with various third parties to further our business purpose.  For example, in May 2019, we joined forces with a subsidiary of tier 1 automotive supplier BorgWarner to form a joint venture named BorgWarner Romeo Power LLC (the “BorgWarner JV”).  Our strategic alliance with BorgWarner gives us, through our ownership interest in the BorgWarner JV, an opportunity to benefit from BorgWarner’s and its affiliates’ manufacturing expertise, superior purchasing power with our existing suppliers, and longstanding relationships with many of our target customers.  With BorgWarner’s global footprint, we believe we have an opportunity through the BorgWarner JV to significantly and efficiently expand into the European and Asian electric vehicle markets.

While offering potential benefits, these strategic alliances could subject us to a number of risks, including risks associated with sharing proprietary information, non-performance by the third party and increased expenses in establishing new strategic alliances, any of which may materially and adversely affect our business.  We may have limited ability to monitor or control the actions of these third parties and, to the extent any of these strategic third parties suffers negative publicity or harm to their reputation from events relating to their business, we may also suffer negative publicity or harm to our reputation by virtue of our association with any such third party.  For example, if we rely on BorgWarner’s manufacturing facilities, those operations would be outside of our control. We could experience delays if our partners do not meet agreed upon timelines or experience capacity constraints, and in turn, we could lose customers and face reputational harm.

Further, there is risk of potential disputes with partners, and we could be affected by adverse publicity related to our partners whether or not such publicity is related to their collaboration with us. Our ability to successfully build a premium brand could also be adversely affected by perceptions about the quality of our partners’ products. In addition, because we rely on our partners and third parties to meet our quality standards, there can be no assurance that we will successfully maintain quality standards. Any of the foregoing could adversely affect our business, results of operations, financial condition and prospects.

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We may be restricted from growing sales of battery packs beyond those that we can produce in our current manufacturing facility.

Romeo has the right to exploit its own intellectual property pursuant to an Intellectual Property License Agreement (the “IP License”) we entered into at the time BorgWarner invested in Romeo and the parties formed the BorgWarner JV.  However, rights of first refusal in the JV Agreement limit Romeo’s right to exploit its intellectual property. Those rights give the BorgWarner JV the right of first refusal to manufacture all of Romeo’s mobility products, and give BorgWarner the right of first refusal to manufacture all stationary products, once Romeo exceeds the projected 6.8 gigawatt hour annual production capacity of our existing manufacturing facility.  If the BorgWarner JV exercised its right to manufacture all of Romeo’s mobility battery products over such annual production capacity limit, Romeo would benefit from such sales through Romeo’s ownership of 40% of the BorgWarner JV and through its right to collect a royalty based on the BorgWarner JV’s revenue.  Further, if BorgWarner were to exercise its right to manufacture Romeo’s stationary battery products over such annual production capacity limit, BorgWarner would be required to do so via a joint venture with Romeo on terms Romeo and BorgWarner would negotiate at the time of forming such venture.

The relevant provisions in the JV Agreement and the IP License arguably could be interpreted by BorgWarner to restrict our right to exploit our intellectual property to expand production operations and/or sell products beyond the products that we can manufacture within our projected 6.8 gigawatt hour annual production capacity regardless of whether BorgWarner or the BorgWarner JV exercise their rights of first refusal, which may limit our business growth potential and make our company less attractive than it otherwise would be to potential investors and/or acquirors.

BorgWarner indirectly controls our R&D budget and critical R&D activities and priorities, which may require us to divert R&D resources away from activities that would grow our business in non-mobility sectors.

Our success depends on our ability to continue to effectively develop our technology and intellectual property through our R&D program.  However, our overall annual R&D budget is subject to approval by the board of directors of the BorgWarner JV (the “JV Board”), which BorgWarner controls.  Our inability to exclusively determine our own R&D budget may impair our competitiveness.

Further, we have the sole right under our intellectual property to commercialize stationary applications anywhere in the world, and the sole right in North America relating to certain recreational vehicles and specialty items.  However, generally we may only allocate 20% of our total R&D spend to activities directed to non-mobility applications.  That limitation may impair our ability to effectively pursue non-mobility market opportunities.

Our other R&D activities (i.e., activities accounting generally for at least 80% of our total R&D budget) must be focused on technology for use in mobile applications, including vehicles that move on air, in water, on-road, or off-road, and any application that transports people or cargo.  Our pursuit of such activities also must be directed, prioritized and approved by the JV Board, and agreed to by Romeo’s board of directors.

Because the markets in which the BorgWarner JV has an intellectual property license to operate differ from the markets in which we have an intellectual property license to operate (for example, only the BorgWarner JV is licensed to operate in the market for passenger vehicle batteries), the research and development priorities that we may have apart from our interest in and obligations to the BorgWarner JV may not always align with the research and development priorities of the BorgWarner JV.  Further, BorgWarner owns 60% of the BorgWarner JV but only 20% of Romeo (prior to the closing of the Business Combination), so BorgWarner’s portion of any gain in the value of the BorgWarner JV is greater than its portion of any gain in the value of Romeo.  As a result, by enforcing its contractual rights, the BorgWarner JV could require us to divert our research and development resources away from activities that we believe would most benefit us and towards activities that would primarily benefit the BorgWarner JV.

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BorgWarner has rights in our intellectual property, and the option to expand such rights under certain circumstances

Under the IP License, BorgWarner has a perpetual, irrevocable, worldwide license to use all of our current and future intellectual property.  The license is currently limited to noncommercial uses.  However, under certain circumstances, such as if we sell or grant rights under our intellectual property to a direct competitor of either BorgWarner or the BorgWarner JV, if we are acquired by a direct competitor of either BorgWarner or the BorgWarner JV, or if we perform certain activities such as R&D in relation to mobility applications without BorgWarner’s approval, BorgWarner would have the right to expand its license to our intellectual property so that the license becomes transferable, sub-licensable and arguably exclusive and enables BorgWarner to commercialize any products, without any obligation to pay any license or other fee in connection with such license expansion.  Because BorgWarner is a large enterprise, the range of automotive businesses that may be considered a direct competitor of BorgWarner is quite broad.  Further, BorgWarner may disagree with us as to whether any particular business not already identified is a direct competitor.

Although we would argue if necessary that BorgWarner’s expanded license described above would not restrict or limit our rights to sublicense or otherwise exploit the rights granted to us under the IP License, BorgWarner could argue that, if the license were interpreted as being exclusive, the effect would limit our rights under the IP License.

BorgWarner’s rights to expand the scope of its license under such agreement in the event we are acquired by a direct competitor may make our company less attractive than it otherwise would be to potential strategic acquirors and thus impair the value of our stock.

We must disclose all of our technology to BorgWarner and may not be able to (i) effectively monitor whether BorgWarner is using such technology in accordance with applicable restrictions or (ii) obtain adequate compensation for any infringement or misappropriation of our intellectual property rights in such technology.

We are obligated to provide the BorgWarner JV and BorgWarner access to all of our proprietary technology, including the source code for our battery management system.  It would be possible for BorgWarner to use that technology and related intellectual property without our knowledge or in ways that the IP License does not permit.  If this happened we might have limited monetary remedies available to us given contractual limitations of liability.

BorgWarner could similarly obtain a broad commercial license in the event of our insolvency or breach of any debt covenant.

If we become insolvent, form an intent to evaluate potential insolvency proceedings, or breach any debt covenant that results in an event of default under any debt instrument, or if the BorgWarner JV is dissolved based on any breach by us of any agreement relating to the BorgWarner JV, then BorgWarner would have the option, to the extent that it is valid and enforceable under applicable law, to convert its license from a noncommercial license to a perpetual, irrevocable, worldwide, transferrable and sub-licensable license to commercialize any products.  BorgWarner may elect to obtain such commercial license on a nonexclusive basis by paying three times the then prior year’s Romeo IP Royalty (as defined below) (see the section entitled “Business of Romeo — Joint Venture with BorgWarner”) or may elect to obtain such commercial license on an exclusive basis (subject to our license from IP Holdco) by paying five times such Romeo IP Royalty (as defined below).

Although we would argue if necessary that BorgWarner’s exclusive license described above would not restrict or limit our rights to sublicense or otherwise exploit the rights granted to us under the IP License, BorgWarner could argue that, if such exclusive license is triggered, the effect would be limit our rights under the IP License.

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Our interest in the BorgWarner JV and our intellectual property are pledged to BorgWarner to secure our performance of all of our obligations to BorgWarner relating to the BorgWarner JV.

We have granted security interests to BorgWarner in our ownership interests in the BorgWarner JV and in Romeo IP Holdco (as defined below) (which holds all of our intellectual property), as well as in our intellectual property, to secure our obligations under all of the agreements relating to the formation or operation of the BorgWarner JV, including, but not limited to, our R&D-related obligations.  Those security interests may impair our ability to raise debt or equity capital.

BorgWarner will have a call option to purchase our interest in the BorgWarner JV for an amount that may be less than the value that we could obtain for such interest on the open market.

BorgWarner’s subsidiary will have the right at any time after June 28, 2022 to purchase our entire interest in the BorgWarner JV.  The purchase price will be the value of our interest as determined by an independent appraiser (the choice of which must be approved by us and BorgWarner) using standard valuation methodologies taking into account a discount for lack of marketability.  The purchase price determined by this method may be less than the amount that we could obtain for our interest in the BorgWarner JV from a willing buyer in an arm’s-length transaction.

We are dependent on our suppliers to fulfill our customers’ orders, and if we fail to manage our relationships effectively with, or lose the services of, these suppliers and we cannot substitute suitable alternative suppliers, our operations would be materially adversely affected.

We rely on third-party suppliers for the provision and development of many of the key components and materials used in our battery modules and packs, such as cells, electrical components, and enclosure materials. The inability of our suppliers to deliver necessary components of our battery products at prices and volumes, performance and specifications acceptable to us could have a material adverse effect on our business, prospects, financial condition and operating results.  While we plan to obtain components from multiple sources whenever possible, some of the components used in our vehicles may be purchased by us from a single source.  While we believe that we may be able to establish alternate supply relationships and can obtain or engineer replacement components for our single source components, we may be unable to do so in the short term (or at all) at prices or quality levels that are favorable to us, which could have a material adverse effect on our business, prospects, financial condition and operating results.

Our third-party suppliers may not be able to meet their product specifications and performance characteristics or our desired specifications, performance and pricing, which would impact our ability to achieve our product specifications and performance characteristics as well.  Additionally, our suppliers may be unable to obtain required certifications for their products for which we plan to use or provide warranties that are necessary for our solutions.  If we are unable to obtain components and materials used in our battery products from our suppliers or if our suppliers decide to create or supply a competing product, our business could be materially adversely affected.

Increases in costs, disruption of supply or shortage of any of our battery components, particularly cells, could harm our business.

From time to time, we may experience increases in the cost or a sustained interruption in the supply or shortage of our components.  Any such increase or supply interruption could materially and negatively impact our business, prospects, financial condition and operating results.  The prices for our components fluctuate depending on market conditions and global demand and could adversely affect our business, prospects, financial condition and operating results.  For instance, we are exposed to multiple risks relating to price fluctuations for battery cells.  These risks include, but are not limited to:

the inability or unwillingness of our suppliers and their competitors to build or operate cell production facilities to supply the numbers of cells required to support the growth of the electric vehicle industry as demand for such cells increases;
disruption in the supply of cells due to quality issues or recalls by the cell manufacturers;
a fewer number of manufacturers of cells; and
an increase in the cost of raw materials.

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Any disruption in the supply of battery cells could temporarily disrupt production of our products until a different supplier is fully qualified.  Moreover, cell manufacturers may refuse to supply electric vehicle manufacturers if they determine that the vehicles are not sufficiently safe.  Furthermore, fluctuations or shortages in petroleum and other economic conditions may cause us to experience significant increases in freight charges.  Substantial increases in the prices for raw materials may increase the cost of our components and consequently, the costs of products.  There can be no assurance that we will be able to recoup increasing costs of our components by increasing prices, which in turn could reduce our profit margins.

Our failure to keep up with rapid technological changes and evolving industry standards may cause our products to become obsolete and less marketable, resulting in loss of market share to our competitors or a decrease in demand for our battery packs and modules due to substitute products.

The lithium-based battery market is characterized by changing technologies and evolving industry standards, which are difficult to predict.  This, coupled with frequent introduction of new products and models, has shortened product life cycles and may render our products obsolete or unmarketable.  Our ability to adapt to evolving industry standards and anticipate future standards and market trends will be a significant factor in maintaining and improving our competitive position and our prospects for growth.  To achieve this goal, we have invested and plan to continue investing significant financial resources in our R&D infrastructure.  R&D activities, however, are inherently uncertain, and we might encounter practical difficulties in commercializing our research results.  Accordingly, our significant investment in our R&D infrastructure may not bear fruit.  On the other hand, our competitors may improve their technologies or even achieve technological breakthroughs that would render our products obsolete or less marketable.  Therefore, our failure to effectively keep up with rapid technological changes and evolving industry standards by introducing new and enhanced products may cause us to lose our market share and to suffer a decrease in our revenue.

We may experience significant delays in the design, production and launch of our new products, which could harm our business, prospects, financial condition and operating results.

Our R&D team is continually looking to improve our battery packs and modules. Production of light weight pack series, next generation module, and third generation BMS are not expected to begin until 2022 and may occur later or not at all.  Any delay in the financing, design, production and launch of our new products could materially damage our brand, business, prospects, financial condition and operating results.  There are often delays in the design, production and commercial release of new products, and to the extent we delay the launch of the items identified above, our growth prospects could be adversely affected as we may fail to grow our market share, to keep up with competing products or to satisfy customers’ demands or needs.  We rely on third-party suppliers for the provision and development of many of the key components and materials used in our battery products, and to the extent they experience any delays, we may need to seek alternative suppliers.  If we experience delays by our third-party suppliers, we could experience delays in delivering on our timelines.

If we cannot continue to develop new products in a timely manner and at favorable margins, we may not be able to compete effectively.

The battery industry has been notable for the pace of innovations in product life, product design and applied technology.  We and our competitors have made and continue to make, investments in research and development with the goal of further innovation.  Our ability to create new products and line extensions and to sustain existing products is affected by whether we can, among other things:

develop and fund research and technological innovations;
receive and maintain necessary intellectual property protections;
obtain governmental approvals and registrations;
comply with governmental regulations; and

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anticipate customer needs and preferences successfully.

The failure to develop and launch successful new products could hinder the growth of our business and any delay in the development or launch of a new product could also compromise our competitive position.  If competitors introduce new or enhanced products that significantly outperform ours, or if they develop or apply manufacturing technology that permits them to manufacture at a significantly lower cost relative to ours, we may be unable to compete successfully in the market segments affected by these changes.

Developments in alternative technology may adversely affect the demand for our battery modules, packs, and BMS for electric vehicles.

Significant developments in alternative technologies, such as fuel cell technology, advanced diesel, ethanol or natural gas, or breathing batteries, may materially and adversely affect our business, prospects, financial condition and operating results in ways that we may not currently anticipate.  Existing and other battery technologies, fuels or sources of energy may emerge as customers’ preferred alternatives to our battery products.  Any failure by us to develop new or enhanced technologies or processes, or to react to changes in existing technologies, could materially delay our development and introduction of new and enhanced alternative products, which could result in decreased revenue and a loss of market share to our competitors.

Our R&D efforts may not be sufficient to adapt to changes in alternative fuel and electric vehicle technology.  As technologies evolve, we plan to upgrade or adapt our energy solutions with the latest technology, in particular lighter weight modules and packs, advanced cooling methods, and advanced battery chemistry, which may also negatively impact the adoption of our other products. However, we may not compete effectively with alternative systems if we are not able to source and integrate the latest technology into our battery products.

Lithium-ion battery cells have been observed to catch fire or vent smoke and flame.

Our battery packs and modules make use of lithium-ion cells.  On rare occasions, lithium-ion cells can rapidly release the energy they contain by venting smoke and flames in a manner that can ignite nearby materials as well as other lithium-ion cells.  While our battery packs and modules are single cell fault tolerant and, therefore, designed to contain any single cell’s release of energy without spreading to neighboring cells, a field or testing failure of our battery packs could occur.  This faulty result could subject us to lawsuits, product recalls, or redesign efforts, all of which would be time consuming and expensive.  Also, negative public perceptions regarding the suitability of lithium-ion cells for automotive applications or any future incident involving lithium-ion cells, such as a vehicle or other fire, even if such incident does not involve vehicles containing our battery packs, could seriously harm our business and reputation.

In addition, we store a significant number of lithium-ion cells at our facility.  Any mishandling of battery cells may cause disruption to the operation of our facility.  While we have implemented safety procedures related to the handling of the cells, a safety issue or fire related to the cells could disrupt our operations.  Such damage or injury could lead to adverse publicity and potentially a safety recall. Moreover, any failure of a competitor’s electric vehicle or energy storage product may cause indirect adverse publicity for us and our products. Such adverse publicity could negatively affect our brand and harm our business, prospects, financial condition and operating results.

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Manufacturing or use of our products may cause accidents, which could result in significant production interruption, delay or claims for substantial damages.

Due to the high energy density inherent in lithium-based batteries, our batteries can pose certain safety risks, including the risk of fire.  Our battery modules and packs are single cell fault tolerant, meaning if for some reason a certain battery exhibits a thermal incident, the thermal incident will not propagate to the neighboring cells.  Our state-of-the-art testing systems verify all critical specifications to assure everything is fully functional as intended.  Nevertheless, accidents causing death or personal injury or property damage, can occur.  Although we incorporate safety procedures in the research, development, manufacture and transportation of batteries that are designed to minimize safety risks, the manufacture or use of our products may still cause accidents.  Any accident, whether occurring at the manufacturing facilities or from the use of our products, may result in significant production interruption, delays or claims for substantial damages caused by personal injuries or property damage.

We may become subject to product liability claims, which could harm our financial condition and liquidity if we are not able to successfully defend or insure against such claims.

Product liability claims, even those without merit or those that do not involve our products, could harm our business, prospects, financial condition and operating results.  The automobile industry in particular experiences significant product liability claims, and we face inherent risk of exposure to claims in the event that our battery products do not perform or are claimed not to have performed as expected.  As is true for other commercial vehicle suppliers, we expect in the future that our battery products will be installed on vehicles that will be involved in crashes resulting in death or personal injury.  Additionally, product liability claims that affect our competitors may cause indirect adverse publicity for us and our products.

A successful product liability claim against us could require us to pay a substantial monetary award.  While we maintain product liability insurance, we may not be able to cover any substantial monetary judgment against us.  Moreover, a product liability claim against us or our competitors could generate substantial negative publicity about our products and business and could have a material adverse effect on our brand, business, prospects, financial condition and operating results.

As components of electric vehicles, our products as installed in the products of our customers are subject to motor vehicle standards and the failure of the vehicles to satisfy such mandated safety standards could have a material adverse effect on the demand for our products, our business and our operating results.

Our products are used as components in electric vehicles.  All vehicles sold must comply with applicable international, federal, and state motor vehicle safety standards, which vary by national and other jurisdictions. In the United States, vehicles that meet or exceed all federally mandated safety standards are certified under the federal regulations.  Rigorous testing and the use of approved materials and equipment are among the requirements for achieving federal certification.  Failure by our vehicle manufacturing customers to satisfy motor vehicle standards could have a material adverse effect on our business and operating results.

Moreover, we may incur our own significant costs in complying with these regulations.  Regulations related to the electric vehicle industry and alternative energy are currently evolving and we face risks associated with changes to these regulations.

To the extent the laws become more stringent or otherwise change, our components or the vehicles into which they are incorporated may not comply with applicable international, federal, state or local laws, which would have an adverse effect on our business.  Compliance with changing regulations could be burdensome, time consuming, and expensive.  To the extent compliance with new regulations is cost prohibitive, our business, prospects, financial condition and operating results would be adversely affected.

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Internationally, there may be laws in jurisdictions we have not yet entered or laws of which we are unaware in jurisdictions we have entered that may restrict our sales or other business practices.  Even for those jurisdictions we have analyzed, the laws in this area can be complex, difficult to interpret and may change over time. Continued regulatory limitations and other obstacles interfering with our or our customer’s ability to sell products could have a negative and material impact on our business, prospects, financial condition and results of operations.

Future product recalls could materially adversely affect our business, prospects, financial condition and operating results.

Any product recall in the future, whether it involves our or a competitor’s product, may result in negative publicity, damage our brand and materially adversely affect our business, prospects, financial condition and operating results.  In the future, we may voluntarily or involuntarily, initiate a recall if any of our products that are proven or possibly could be defective or noncompliant with applicable federal motor vehicle safety standards.  Such recalls involve significant expense and diversion of management attention and other resources, which could adversely affect our brand image, as well as our business, prospects, financial condition and operating results.

Third-party claims or litigation alleging infringement of patents or infringement or misappropriation of other proprietary rights, or seeking to invalidate our patents may adversely affect our business.

Our success depends in part on our avoiding infringement, misappropriation and other violations of the patents and other intellectual property rights of third parties. Claims of infringement, misappropriation, or other violation of patents or other intellectual property rights are often expensive and time-consuming to defend, and if we were unsuccessful in defense of such claims we could be forced to stop use of certain technologies and/or pay damages or on-going royalties.  It is very difficult to determine whether products and technologies infringe, misappropriate, or otherwise violate the patents or other intellectual property rights of third parties.

Some of our competitors may have more resources than we do to pursue claims of infringement or misappropriation.  We may conclude that even if they are infringing our patents or other intellectual property rights, the risk-adjusted costs of bringing claims against them may be too high or otherwise not in the interest of our company.  Finally, even if our patent applications are granted, competitors or infringers of such patents could successfully challenge their validity or enforceability.

Our patent applications may not result in issued patents and our patents may be invalidated or narrowly interpreted, in which event our competitiveness and value may be undermined.

Our key technological innovations, including innovations that are currently commercialized in our products and innovations that we plan to deploy in the future, are described in our one issued patent and in several pending patent applications.  There is no assurance that the pending applications will result in issued patents.  Further, to the extent that we endeavor to enforce our currently issued patent or any patents that are issued in the future, the alleged infringer is likely to assert that it has not infringed any claim of the applicable patent(s) and that the applicable patent(s) is in any event invalid or unenforceable.  There can be no assurance that we will overcome those defenses.  Further, if one or more of our patents are held to be invalid or unenforceable, or if claims of those patents are interpreted narrowly, or if patents fail to issue from our pending applications, our competitiveness and value may be undermined.

If we are unable to grow, or if we fail to manage future growth effectively, our revenue may not increase and we may be unable to implement our business strategy.

Our future success depends upon our ability to grow, and if we are unable to manage our growth effectively, we may incur unexpected expenses and be unable to meet our clients’ requirements, all of which could materially adversely affect our business, financial condition and results of operations. To manage our current and anticipated future growth effectively, we must continue to maintain and enhance our infrastructure, financial and accounting systems and controls. We must also attract, train and retain a significant number of engineers, sales and marketing personnel, customer support personnel, professional services personnel, software engineers, technical personnel and management personnel, and the availability of such personnel may be constrained.

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As we continue to grow, including from the integration of employees and businesses acquired in connection with previous or future acquisitions, we may find it difficult to maintain important aspects of our corporate culture, which could negatively affect our profitability and our ability to retain and recruit qualified personnel who are essential for our future success. If we do not effectively manage our growth, we may not be able to execute on our business plan, respond to competitive pressures, take advantage of market opportunities, satisfy customer requirements or manufacture high-quality products. Additionally, we may not be able to expand and upgrade our infrastructure to accommodate future growth.

Failure to effectively manage our growth could also lead us to over-invest or under-invest in development and operations; result in weaknesses in our infrastructure, systems or controls; give rise to operational mistakes, financial losses, loss of productivity or business opportunities; and result in loss of employees and reduced productivity of remaining employees. Our growth is expected to require significant capital expenditures and may divert financial resources from other projects such as the development of new products and services. If we are unable to manage our growth effectively, our expenses may increase more than expected, our revenue may not increase or may grow more slowly than expected and we may be unable to implement our business strategy.

If the estimates and assumptions we use to determine the size of our total addressable market are inaccurate, our future growth rate may be affected and our business would be harmed.

Market estimates and growth forecasts are subject to significant uncertainty and are based on assumptions and estimates that may prove to be inaccurate. Even if the market in which we compete meets our size estimates and forecasted growth, our business could fail to grow at similar rates, if at all. The principal assumptions relating to our market opportunity include: a $225 billion total addressable market for commercial vehicles in North America and Europe, regulatory developments driven by consumer and societal pressures to reduce CO2, commitments by large logistics and commercial vehicle OEMs to convert to BEV fleets, and our ability to maintain and expand our technological and operational advantage over competitors.  Our market opportunity is also based on the assumption that our existing and future offerings will be more attractive to our customers and potential customers than competing products.  If these assumptions prove inaccurate, our business, financial condition, and results of operations could be adversely affected. For more information regarding our estimates of market opportunity and the forecasts of market growth included in this proxy statement/consent solicitation statement/prospectus, see the section entitled “Business of Romeo—Industry & Market.”

Maintaining our manufacturing operations will require significant capital expenditures, and our inability or failure to maintain our operations would have a material adverse impact on our market share and ability to generate revenue.

We released our first commercial vehicle products to the market in 2018, and we plan to begin producing these products at increased scale for existing and new customers.  We will be required to incur significant capital expenditures as we grow our production operations to meet customer demand.  If we are unable or fail to adequately maintain our manufacturing capacity or quality control processes, we could lose customers, and there could be a material adverse impact on our market share and our ability to generate revenue.

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We rely on complex machinery for our operations, and production involves a significant degree of risk and uncertainty in terms of operational performance and costs.

We rely heavily on complex machinery for our operations, and our production will involve a significant degree of uncertainty and risk in terms of operational performance and costs. Our manufacturing facility consists of large-scale machinery combining many components. The manufacturing facility components are likely to suffer unexpected malfunctions from time to time and will depend on repairs and spare parts to resume operations, which may not be available when needed. Unexpected malfunctions of the manufacturing plant components may significantly affect the intended operational efficiency. Operational performance and costs can be difficult to predict and are often influenced by factors outside of our control, such as, but not limited to, environmental hazards and remediation, costs associated with decommissioning of machines, difficulty or delays in obtaining governmental permits, damages or defects in electronic systems, industrial accidents, fire, and seismic activity and natural disasters. Should operational risks materialize, it may result in the personal injury to or death of workers, the loss of production equipment, damage to manufacturing facilities, monetary losses, delays and unanticipated fluctuations in production, environmental damage, administrative fines, increased insurance costs and potential legal liabilities, all which could have a material adverse effect on our business, results of operations, financial condition or prospects.

We are currently dependent on a single manufacturing facility.  If our facility becomes inoperable, we will be unable to produce our battery products and our business will be harmed.

Our 113,000 square foot headquarters and manufacturing facility is based in Vernon, California, where all our production and R&D activities take place. Our plant and the equipment we use to manufacture our battery modules, packs, and BMS would be costly to replace and could require substantial lead time to replace and qualify for use. Our facility may be harmed or rendered inoperable by natural or man-made disasters, including earthquakes, flooding, fire and power outages, or by health epidemics, such as the recent COVID-19 pandemic, which may render it difficult or impossible for us to manufacture our products for some period of time. Although we maintain insurance for damage to our property and the disruption of our business, this insurance may not be sufficient to cover all of our potential losses and may not continue to be available to us on acceptable terms, if at all. The inability to produce our battery products or the backlog that could develop if our manufacturing facility is inoperable for even a short period of time may result in harm to our reputation, a loss of customers or a material adverse effect on our business, results of operations, financial condition or prospects.

We may not be able to accurately plan our production based on our sales contracts, which may result in carrying excess raw material inventory.

Our sales contracts typically provide for a forecast of twelve months on the quantity of products that our customers may purchase from us.  We typically have a sixteen-week lead time to manufacture products to meet our customers’ requirements once our customers place orders with us.  To meet this delivery deadline, we generally make significant decisions on our production level and timing, procurement, facility requirements, personnel needs and other resources requirements based on our estimate in light of this forecast, our past dealings with such customers, market conditions and other relevant factors. Our customers’ final purchase orders may not be consistent with our estimates.  If the final purchase orders substantially differ from our estimates, we may have excess raw material inventory or material shortages.  Excess inventory could result in unprofitable sales or write-offs as our products are susceptible to obsolescence and price declines.  Expediting additional material to make up for any shortages within a short time frame could result in unprofitable sales or cause us to adjust delivery dates. In either case, our results of operation would fluctuate from period to period.

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Our operations are subject to a variety of environmental, health and safety rules that can bring scrutiny from regulatory agencies and increase our costs.

Our operations are subject to environmental, health and safety rules laws and regulations laws and regulations including those governing hazardous material handling, transportation, and cleanup and occupational safety and health.  While we believe that the policies and programs we have in place are reasonably designed and implemented to assure compliance with these requirements and to avoid hazardous substance release lability with respect to our manufacturing facility leasehold (see the section entitled “Business of Romeo—Environmental, Health, and Safety Regulations”), there can be no guarantee that we will not confront new or more stringent compliance obligations that could impose substantial costs.

We may be subject to declining average selling prices, which may harm our revenue and gross profits.

Electric vehicles, light electric vehicles and energy storage are subject to declines in average selling prices due to rapidly evolving technologies, industry standards and consumer preferences.  As a result, our customers may expect us as suppliers to cut our costs and lower the price of our products in order to mitigate the negative impact on their own margins.

We continue to refine and optimize our manufacturing process to provide our top-notch products at competitive prices.  Our designs are optimized and inherently flexible for high rate manufacturing on the same automated lines.  Automation of critical assembly steps, coupled with patented component designs, makes our module production process economical, reliable and speedy.  Despite our cost-effective production, we expect to face possible market-driven downward pricing pressures in the future.  Our revenue and profitability will suffer if we are unable to offset any declines in our average selling prices by developing new or enhanced products with higher selling prices or gross profit margins, increasing our sales volumes or reducing the material costs of our products on a timely basis.

A change in our product mix may cause our results of operations to differ substantially from the anticipated results in any particular period.

Our overall profitability may not meet expectations if our products, customers or geographic mix are substantially different than anticipated.  Our profit margins vary among products, customers and geographic markets.  Consequently, if our mix of any of these is substantially different from what is anticipated in any particular period, our profitability could be lower than anticipated.

We experience fluctuations in quarterly and annual operating results.

Our quarterly and annual operating results have fluctuated in the past and likely will fluctuate in the future.  The demand for our products is driven largely by the demand for the end-product applications that are powered by our products.  Accordingly, the battery industry for electric transportation is affected by market conditions that are often outside our control.  Our results of operations may fluctuate significantly from period to period due to a number of factors, including seasonal variations in consumer demand for batteries and their end applications, industry-wide technological changes, the loss of a key customer and the postponement, rescheduling or cancellation of large orders by a key customer. As a result of these factors and other risks discussed in this section, period-to-period comparisons should not be relied upon to predict our future performance.

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Our battery packs and BMS rely on software and hardware that are highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected.

Our products rely on software and hardware, including software and hardware developed or maintained internally or by third parties, that are highly technical and complex and will require modification and updates over the life of a battery pack.  In addition, certain of our products depend on the ability of such software and hardware to store, retrieve, process and manage immense amounts of data.  Our software and hardware may contain, errors, bugs or vulnerabilities, and our systems are subject to certain technical limitations that may compromise our ability to meet the objectives.  Some errors, bugs or vulnerabilities inherently may be difficult to detect and may only be discovered after the code has been released for external or internal use.  Errors, bugs, vulnerabilities, design defects or technical limitations may be found within our software and hardware.  Although we attempt to remedy any issues that we observe in our products as effectively and rapidly as possible, such efforts may not be timely, may hamper production, or may not be to the satisfaction of our customers.  If we are unable to prevent or effectively remedy errors, bugs, vulnerabilities or defects in our software and hardware, we may suffer damage to our brand, loss of customers, loss of revenue or liability for damages, any of which could adversely affect our business and financial results.

Inability to leverage vehicle and customer data could impact our software algorithms and impact our research and development operations.

We rely on data collected from the use of fleet vehicles outfitted with our products, including vehicle data and data related to battery usage statistics.  We use this data in connection with our software algorithms and the research, development and analysis of our products.  Our inability to obtain this data or the necessary rights to use this data could result in delays or otherwise negatively impact our research and development efforts.

The unavailability, reduction or elimination of government and economic incentives due to policy changes or government regulation could have a material adverse effect on our business, prospects, financial condition and operating results.

Any reduction, elimination or discriminatory application of government subsidies and economic incentives because of policy changes, the reduced need for such subsidies and incentives due to the perceived success of the electric vehicle industry or other reasons may result in the diminished competitiveness of the alternative fuel and electric vehicle industry generally or our battery power solutions.  While certain tax credits and other incentives for alternative energy production, alternative fuel and electric vehicles have been available in the past, there is no guarantee these programs will be available in the future or that they will remain at current levels.  In particular, our business is affected by federal, state and local tax credits, rebates, grants and other government programs and incentives that promote the use of electric vehicles.  Additionally, our business is affected by laws, rules and regulations that require reductions in carbon emissions or the use of renewable fuels, such as the California Low Carbon Fuel Standards and the Oregon Clean Fuels Program.  These programs and regulations, which have the effect of encouraging the demand for electric vehicles, could expire or be repealed or amended for a variety of reasons.  For example, parties with an interest in gasoline and diesel, natural gas or other alternative vehicles or vehicle fuels, including lawmakers, regulators, policymakers, environmental or advocacy organizations, OEMs, trade groups, suppliers or other powerful groups, may invest significant time and money in efforts to delay, repeal or otherwise negatively influence regulations and programs that promote battery powered vehicles.  Many of these parties have substantially greater resources and influence than we have.  Further, changes in federal, state or local political, social or economic conditions, including a lack of legislative focus on these programs and regulations, could result in their modification, delayed adoption or repeal.  Any failure to adopt, delay in implementation, expiration, repeal or modification of these programs and regulations, or the adoption of any programs or regulations that encourage the use of other alternative fuels or alternative vehicles over battery power, would reduce the market for batteries as a source of power and harm our operating results, liquidity and financial condition.

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Government reviews, inquiries, investigations, and actions could harm our business or reputation.

Our operations are subject to significant governmental scrutiny and may be adversely impacted by the results of such scrutiny. The regulatory environment with regard to our business is evolving, and officials often exercise broad discretion in deciding how to interpret and apply applicable regulations. From time to time, we receive formal and informal inquiries from various government regulatory authorities, as well as self-regulatory organizations, about our business and compliance with local laws, regulations or standards. For example, the City of Vernon conducts an annual health inspection.

Any determination that our operations or activities, or the activities of our employees, are not in compliance with existing laws, regulations or standards could result in the imposition of substantial fines, interruptions of business, loss of supplier, vendor, customer or other third-party relationships, termination of necessary licenses and permits, or similar results, all of which could potentially harm our business and/or reputation. Even if an inquiry does not result in these types of determinations, regulatory authorities could cause us to incur substantial costs or require us to change our business practices in a manner materially adverse to our business, and it potentially could create negative publicity that could harm our business and/or reputation.

We will face risks associated with potential international operations, including unfavorable regulatory, political, tax and labor conditions, which could harm our business.

We will face risks associated with any potential international operations, including possible unfavorable regulatory, political, tax and labor conditions, which could harm our business.  We anticipate having subsidiaries that are subject to the legal, political, regulatory and social requirements and economic conditions in international jurisdictions.  We may be subject to a number of risks associated with international business activities that may increase our costs, impact our ability to manufacture or sell our products and require significant management attention. These risks include, but are not limited to:

conforming our products to various international regulatory requirements where those products are sold, which requirements may change over time;
United States and foreign government trade restrictions, tariffs and price or exchange controls;
changes in diplomatic and trade relationships;
political instability, natural disasters, war or events of terrorism; and
the strength of international economies.

If we fail to address these risks successfully, our business and prospects could be negatively impacted.

Our business could be adversely affected by trade tariffs or other trade barriers.

In recent years, China and the United States have each imposed tariffs, and there remains a potential for further trade barriers.  These barriers may escalate into a trade war between China and the United States.  Tariffs could potentially impact our raw material prices and impact any plans to sell products in China. In addition, these developments could have a material adverse effect on global economic conditions and the stability of global financial markets.  Any of these factors could have a material adverse effect on our business, financial condition and results of operations.

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We are subject to anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions and similar laws, and non-compliance with such laws can subject us to administrative, civil and criminal fines and penalties, collateral consequences, remedial measures and legal expenses, all of which could adversely affect our business, results of operations, financial condition and reputation.

We are subject to anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions and similar laws and regulations in various jurisdictions in which we conduct or in the future may conduct activities, including the U.S. Foreign Corrupt Practices Act (“FCPA”), the U.K. Bribery Act 2010, and other anti-corruption laws and regulations.  The FCPA and the U.K. Bribery Act 2010 prohibit us and our officers, directors, employees and business partners acting on our behalf, including agents, from corruptly offering, promising, authorizing or providing anything of value to a “foreign official” for the purposes of influencing official decisions or obtaining or retaining business or otherwise obtaining favorable treatment.  The FCPA also requires companies to make and keep books, records and accounts that accurately reflect transactions and dispositions of assets and to maintain a system of adequate internal accounting controls.  The U.K. Bribery Act also prohibits non-governmental “commercial” bribery and soliciting or accepting bribes.  A violation of these laws or regulations could adversely affect our business, results of operations, financial condition and reputation.  Our policies and procedures designed to ensure compliance with these regulations may not be sufficient and our directors, officers, employees, representatives, consultants, agents, and business partners could engage in improper conduct for which we may be held responsible.

Non-compliance with anti-corruption, anti-bribery, anti-money laundering or financial and economic sanctions laws could subject us to whistleblower complaints, adverse media coverage, investigations, and severe administrative, civil and criminal sanctions, collateral consequences, remedial measures and legal expenses, all of which could materially and adversely affect our business, results of operations, financial condition and reputation.  In addition, changes in economic sanctions laws in the future could adversely impact our business and investments in our shares.

We are subject to governmental export and import control laws and regulations.  Our failure to comply with these laws and regulations could have an adverse effect on our business, prospects, financial condition and operating results.

Our products and solutions, including components of our products, are subject to export control and import laws and regulations, including the U.S. Export Administration Regulations, U.S. Customs regulations and various economic and trade sanctions regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Control.  U.S. export control laws and regulations and economic sanctions prohibit the shipment of certain products and services to U.S. embargoed or sanctioned countries, governments and persons.  In addition, complying with export control and sanctions regulations for a particular sale may be time-consuming and result in the delay or loss of sales opportunities.  Exports of our products and technology must be made in compliance with these laws and regulations.  If we fail to comply with these laws and regulations, we and even some of our employees could be subject to substantial civil or criminal penalties, including the possible loss of export or import privileges, fines, which may be imposed on us and responsible employees or managers and, in extreme cases, the incarceration of responsible employees or managers.

In addition, changes in our products or solutions or changes in applicable export or import laws and regulations may create delays in the introduction and sale of our products and solutions in international markets, increase costs due to changes in import and export duties and taxes, prevent our customers from deploying our products and solutions or, in some cases, prevent the export or import of our products and solutions to certain countries, governments or persons altogether.  Any change in export or import laws and regulations, shift in the enforcement or scope of existing laws and regulations, or change in the countries, governments, persons or technologies targeted by such laws and regulations, could also result in decreased use of our products and solutions, decreased ability to export or sell our products and solutions to customers, and decreased ability to import components or parts critical to the manufacture of our products.  Any decreased use of our products and solutions, limitation on our ability to export or sell our products and solutions, or limitation on our ability to import components or parts would likely adversely affect our business, prospects, financial condition and operating results.

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Our products might fail to qualify as “domestic origin” for purposes of “Buy America” requirements imposed on the recipients of U.S. Government grants.

Some of our customers are recipients of grants subject to regulations implemented by the U.S. Federal Transit Authority (“FTA”) for purchases of rolling stock, including “Buy America” requirements codified at 49 C.F.R. Part 661.  In some cases our customers must ensure that our products, when incorporated into rolling stock subject to “Buy America” requirements, qualify as “domestic origin” components or subcomponents.  Some of our products are manufactured using parts or components that are imported from other countries.  If our products manufactured from imported parts or components fail to meet the regulatory thresholds to qualify as “domestic origin” under the applicable regulations, we might be disqualified or otherwise precluded from supplying those products to customers that are subject to applicable “Buy America” requirements, or we might be liable to those customers for having failed to comply with certifications or representations that are products are “domestic origin,” each of which would likely adversely affect our business, prospects, financial condition and operating results.

Changes in public policies affecting the development and more wide spread adoption of electric vehicles could affect the demand for our products.

Sales to electric vehicle producers account for a large portion of our battery sales.  If the market for electric vehicles does not develop, demand for our products could be harmed.  As a result, our success depends, in part, on laws that affect demand for electric vehicles.  For example, laws compelling the reduction of greenhouse gas emissions could create opportunity for increased sales of our batteries for incorporation in electric vehicles.  California proposed the world’s first zero-emission sales mandate on commercial trucks, including that 40 percent of trucks be zero-emission by 2035.  Twelve states have announced plans to require, by 2050, that every new medium- and heavy-duty vehicle be fully electric.  Incentives, including tax credits or rebates, for electric vehicle purchases to reduce greenhouse gas emissions create a climate in which our sales may increase.  Eliminating or phasing out such incentives could have the opposite effect.  The financial success of our electric vehicle producing customers may depend, in part, on their ability to sell tradable regulatory emission credits.  Laws that restrict or diminish the value of such credits may lessen our electric vehicle producing customers’ demand for our batteries.

Our business depends substantially on the continuing efforts of our senior management team and the loss of one or more of these employees could adversely affect our business.

Our success depends largely upon the continued services of our key executive officers.  These executive officers are “at-will” employees and, therefore, may terminate employment with us at any time with no advance notice.  We also rely on our management team in the areas of research and development, marketing, services and general administrative functions.  If one or more of our other senior executives are unable or unwilling to continue to work for us in their present positions, we would be significantly disadvantaged. Moreover, if any of our current or former senior executives joins a competitor or forms a competing company, we may lose customers, suppliers, know-how and key personnel. Each of our executive officers has entered into an employment agreement with us, which contains confidentiality clauses. The unexpected loss of or failure to retain one or more of our key employees could adversely affect our business.

We do not currently maintain key man life insurance policies with respect to every officer and following the completion of the Business Combination, the Combined Company will evaluate whether to obtain such additional key man life insurance policies. Any failure by our management team and our employees to perform as expected may have a material adverse effect on our business, prospects, financial condition and operating results.

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Our management has limited experience in operating a public company.

Our executive officers have limited experience in the management of a publicly traded company.  Our management team may not successfully or effectively manage its transition to a public company that will be subject to significant regulatory oversight and reporting obligations under federal securities laws.  Their limited experience in dealing with the increasingly complex laws pertaining to public companies could be a significant disadvantage in that it is likely that an increasing amount of their time may be devoted to these activities which will result in less time being devoted to the management and growth of the post-combination company.  We may not have adequate personnel with the appropriate level of knowledge, experience and training in the accounting policies, practices or internal control over financial reporting required of public companies in the United States.  The development and implementation of the standards and controls necessary for us to achieve the level of accounting standards required of a public company in the U.S. may require costs greater than expected.  It is possible that we will be required to expand our employee base and hire additional employees to support our operations as a public company which will increase our operating costs in future periods.

The requirements of being a public company may strain our resources and divert management’s attention, and the increases in legal, accounting and compliance expenses that will result from the Business Combination may be greater than we anticipate.

As a result of the Business Combination, we will become a public company, and as such (and particularly after we are no longer an “emerging growth company” or “smaller reporting company”), will incur significant legal, accounting and other expenses that we did not incur as a private company.  We will be subject to the reporting requirements of the Exchange Act, and will be required to comply with the applicable requirements of the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as the rules and regulations subsequently implemented by the SEC and the listing standards of the New York Stock Exchange, including changes in corporate governance practices and the establishment and maintenance of effective disclosure and financial controls.  Compliance with these rules and regulations can be burdensome.  Our management and other personnel will need to devote a substantial amount of time to these compliance initiatives.  Moreover, these rules and regulations will increase our historical legal and financial compliance costs and will make some activities more time-consuming and costly.  For example, we expect that these rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance than we obtained as a private company, and could also make it more difficult for us to attract and retain qualified members of our board of directors as compared to when we were a private company.  In particular, we expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act, which will increase when we are no longer an “emerging growth company” or a “smaller reporting company.”  We will need to hire additional accounting and financial staff, and engage outside consultants, all with appropriate public company experience and technical accounting knowledge and maintain an internal audit function, which will increase our operating expenses.  Moreover, we could incur additional compensation costs in the event that we decide to pay cash compensation closer to that of other public companies, which would increase our general and administrative expenses and could materially and adversely affect our profitability. We are evaluating these rules and regulations, and cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

If we fail to manage our growth effectively, include failing to attract and integrate qualified personnel, we may not be able to develop, produce, market and sell our battery pack, modules, or battery management systems successfully.

Any failure to manage our growth effectively could materially and adversely affect our business, prospects, operating results and financial condition.  We intend to expand our operations significantly.  We expect our future expansion to include, among other things:

expanding the management team;
hiring and training new personnel;
leveraging consultants to assist with company growth and development;
conducting market research and analysis;

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controlling expenses and investments in anticipation of expanded operations;
expanding design, production, and service departments;
implementing and enhancing administrative infrastructure, systems and processes; and
expanding our market share in international markets, including Europe and Asia, through the BorgWarner JV.

Our success depends, in part, on our continuing ability to identify, hire, attract, train and develop other highly qualified personnel, in particular engineers specializing in various disciplines, including battery design and production.  Experienced and highly skilled employees are in high demand and competition for these employees can be intense. Our ability to hire, attract and retain them depends on our ability to provide competitive compensation packages. We may not be able to attract, integrate, train, motivate or retain additional highly qualified personnel, and our failure to do so could adversely affect our business, prospects, financial condition and operating results.

Any failure to offer high-quality technical support services may adversely affect our relationships with our customers and harm our financial results.

Our customers depend on our support organization to resolve any technical issues relating to our products. In addition, our sales process is highly dependent on the quality of our products, our business reputation and on strong recommendations from our existing customers.  Any failure to maintain high-quality and highly-responsive technical support, or a market perception that we do not maintain high-quality and highly-responsive support, could harm our reputation, adversely affect our ability to sell our products to existing and prospective customers, and harm our business, operating results and financial condition.

We offer technical support services with our products and may be unable to respond quickly enough to accommodate short-term increases in demand for support services, particularly as we increase the size of our customer base. We also may be unable to modify the format of our support services to compete with changes in support services provided by competitors.  It is difficult to predict demand for technical support services and if demand increases significantly, we may be unable to provide satisfactory support services to our customers.  Additionally, increased demand for these services, without corresponding revenue, could increase costs and adversely affect our results of operations.

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As a private company, we have not been required to document and test our internal controls over financial reporting nor has our management been required to certify the effectiveness of our internal controls and our auditors have not been required to opine on the effectiveness of our internal control over financial reporting. Failure to maintain adequate financial, information technology and management processes and controls could impair our ability to comply with the financial reporting and internal controls requirements for publicly traded companies, which could lead to errors in our financial reporting and adversely affect our business.

We have not been required to document and test our internal controls over financial reporting nor has our management been required to certify the effectiveness of our internal controls and our auditors have not been required to opine on the effectiveness of our internal control over financial reporting. As a publicly-traded company after the Business Combination, we may lose our emerging growth company status and become subject to the SEC’s internal control over financial reporting management and auditor attestation requirements in the year in which we are deemed to be a large accelerated filer, which would occur once we are subject to Exchange Act reporting requirements for 12 months, have filed at least one SEC annual report and the market value of our common equity held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter.  We expect that we will be subject to the SEC’s internal control reporting and attestation requirements with respect to our annual report on Form 10-K for the year ended December 31, 2021.  We might not be able to complete our evaluation, testing and any required remediation in a timely fashion.  In addition, our current controls and any new controls that we develop may become inadequate because of poor design and changes in our business, including increased complexity resulting from any international expansion.  Any failure to implement and maintain effective internal controls over financial reporting could adversely affect the results of assessments by our independent registered public accounting firm and their attestation reports.

We may need to raise additional funds and these funds may not be available to us when we need them.  If we cannot raise additional funds when we need them, our business, prospects, financial condition and operating results could be negatively affected.

The design, manufacture, sale and servicing of our battery products is capital-intensive. We expect that following the consummation of the Business Combination, we will have sufficient capital to fund our planned operations for the next three years, at which point we expect to be generating self-sustaining free cash flow.  However, we may need to raise additional capital to scale our manufacturing, continue our R&D efforts, improve our infrastructure, and expand into emerging markets.  Further, we may subsequently determine that additional funds are necessary earlier than anticipated. We may raise additional funds through the issuance of equity, equity related or debt securities, or through obtaining credit from government or financial institutions.  This capital may be necessary to fund our ongoing operations, continue research, development and design efforts, and improve infrastructure.  We cannot be certain that additional funds will be available to us on favorable terms when required, or at all. If we cannot raise additional funds when we need them, our financial condition, results of operations, business and prospects could be materially adversely affected.

We recently were the victim of a data breach resulting in publication of proprietary source code.

We discovered on August 5, 2020 that, without our knowledge or authorization, in mid-July 2020 a hacker published on the Internet the source code for the earliest version (1.0) of our battery management firmware (the individual also published source code belonging to 40 other companies). There is no evidence that the hacker obtained access to other source code of Romeo, which was stored on different servers with stronger security protections, and we are currently releasing a new version of the battery management firmware.  Nevertheless, the unauthorized publication of version 1.0 of such firmware may have eliminated trade secret protection for such firmware, which would cause us to have to resort to copyright protection in case of unauthorized use.

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We rely on information technology and any failure, inadequacy, interruption or security lapse of that technology, including any cybersecurity incidents, could harm our ability to operate our business effectively.

Experienced computer programmers and hackers may be able to penetrate our network and misappropriate or compromise our confidential information or that of third parties, create system disruptions or cause shutdowns. Computer programmers and hackers also may be able to develop and deploy viruses, worms and other malicious software programs that attack our products or otherwise exploit any security vulnerabilities of our products. While we employ a number of protective measures, including firewalls, network infrastructure vulnerability scanning, anti-virus and endpoint detection and response technologies, these measures may fail to prevent or detect attacks on our systems. We have experienced one intrusion, and we may experience future intrusions, which could adversely affect our business, operations, or products.

In addition, our hardware and software or third party components and software that we utilize in our products may contain defects in design or manufacture, including “bugs” and other problems that could unexpectedly interfere with the operation or security of the products. The costs to us to eliminate or mitigate cyber or other security problems, bugs, viruses, worms, malicious software programs and security vulnerabilities could be significant and, if our efforts to address these problems are not successful, could result in interruptions, delays, cessation of service and loss of existing or potential customers that may impede our sales, manufacturing, distribution or other critical functions.

Any claim that our products or systems are subject to a cybersecurity risk, whether valid or not, could damage our reputation and adversely impact our revenues and results of operations. We manage and store various proprietary information and sensitive or confidential data relating to our business as well as information from our suppliers and customers. Breaches of our or any of our third party suppliers’ security measures or the accidental loss, inadvertent disclosure or unapproved dissemination of proprietary information or sensitive or confidential data about us or our customers or suppliers, including the potential loss or disclosure of such information or data as a result of fraud, trickery or other forms of deception, could expose us or our customers or suppliers to a risk of loss or misuse of this information, result in litigation and potential liability for us, damage our brand and reputation or otherwise harm our business.

To the extent we experience cyber-security incidents in the future, our relationships with our customers and suppliers may be materially impacted, our brand and reputation may be harmed and we could incur substantial costs in responding to and remediating the incidents and in resolving any investigations or disputes that may arise with respect to them, any of which would cause our business, operations, or products to be adversely affected. In addition, the cost and operational consequences of implementing and adding further data protection measures could be significant.

Our operations may be adversely affected by the coronavirus outbreak, and we face risks that could impact our business.

In December 2019, the 2019 novel coronavirus surfaced in Wuhan, China (“COVID-19”).  The World Health Organization declared a global emergency on January 30, 2020 with respect to the outbreak, and several countries have initiated travel restrictions, closed borders and given social distancing directives, including instructions requiring “shelter-in-place.”  In addition to these existing travel restrictions, some locales may impose prolonged quarantines and further restrict travel, which may significantly impact the ability of our employees to visit and qualify new production suppliers, may make it such that we are unable to obtain sufficient components or raw materials and component parts on a timely basis or at a cost-effective price or may significantly hamper our products from moving through the supply chain.

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Our global business could be adversely affected by risks associated with public health crises and epidemics/pandemics, such COVID-19.  We rely on our production facilities, as well as third-party suppliers, in the United States, Europe and Asia, which have been significantly impacted by COVID-19.  This outbreak has resulted in the extended shutdown of certain businesses in many of these countries, which may result in disruptions or delays to our supply chain and either have resulted in or may result in significant disruptions to our customer base.  Any disruption in these businesses will likely impact our sales and operating results.  We have taken temporary precautionary measures intended to help minimize the risk of the virus to our employees including temporarily requiring some employees to work remotely and implementing social distancing protocol for all work conducted onsite.  We have suspended non-essential travel worldwide for our employees and are discouraging employee attendance at other gatherings.  Business disruptions elsewhere in the world could also negatively affect the sources and availability of components and materials that are essential to the operation of our business in the United States, Europe, and Asia.  To date COVID-19 has had a limited adverse impact on our operations, supply chains and distribution systems, and has resulted in our sustaining higher losses on raw material than we had previously expected.  Our efforts to qualify new suppliers, particularly in Asia, have been postponed indefinitely, which delay has required us to continue using higher cost components for our products into 2021. Because of travel restrictions we are not able to visit many prospective customers in person, which could delay the sales conversion cycle. Due to these precautionary measures and resulting global economic impacts, we may experience significant and unpredictable reductions in demand for certain of our products.  The degree and duration of disruptions to future business activity are unknown at this time.

A wide spread health crisis could adversely affect the global economy, resulting in an economic downturn that could impact demand for our products.

The future impact of the COVID-19 outbreak is highly uncertain and cannot be predicted and there is no assurance that such outbreak will not have a material adverse impact on our business, financial condition and results of operations.  The extent of the impact will depend on future developments, including actions taken to contain COVID-19, and if these impacts persist or exacerbate over an extended period of time.

Risks Related to the Business Combination and RMG’s Common Stock Following the Business Combination

The price of RMG common stock may be volatile.

The price of RMG common stock may fluctuate due to a variety of factors, including:

actual or anticipated fluctuations in its quarterly and annual results and those of other public companies in industry;
mergers and strategic alliances in the industry in which it operates;
market prices and conditions in the industry in which it operates;
changes in government regulation;
potential or actual military conflicts or acts of terrorism;
announcements concerning RMG or its competitors; and
the general state of the securities markets.

These market and industry factors may materially reduce the market price of RMG’s common stock, regardless of RMG’s operating performance.

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Reports published by analysts, including projections in those reports that differ from RMG’s actual results, could adversely affect the price and trading volume of RMG common stock.

RMG currently expects that securities research analysts will establish and publish their own periodic projections for its business. These projections may vary widely and may not accurately predict the results RMG actually achieves. RMG’s stock price may decline if its actual results do not match the projections of these securities research analysts. Similarly, if one or more of the analysts who write reports on RMG downgrades its stock or publishes inaccurate or unfavorable research about its business, RMG’s stock price could decline. If one or more of these analysts ceases coverage of RMG or fails to publish reports on RMG regularly, its stock price or trading volume could decline. While RMG expects research analyst coverage, if no analysts commence coverage of it, the trading price and volume for RMG’s common stock could be adversely affected.

RMG may issue additional shares of common stock or other equity securities without your approval, which would dilute your ownership interests and may depress the market price of RMG common stock.

Upon consummation of the Business Combination, RMG will have warrants outstanding to purchase up to an aggregate of 12.27 million shares of RMG common stock and former Romeo options and warrants outstanding to purchase up to our aggregate of 15.62 million shares of RMG common stock. RMG will also have the ability to issue up to 15,000,000 shares under the 2020 Plan (assuming it is approved by stockholders at the meeting). RMG may also issue additional shares of common stock or other equity securities of equal or senior rank in the future in connection with, among other things, future acquisitions or repayment of outstanding indebtedness, without stockholder approval, in a number of circumstances.

RMG’s issuance of additional shares of common stock or other equity securities of equal or senior rank would have the following effects:

RMG’s existing stockholders’ proportionate ownership interest in RMG will decrease;
the amount of cash available per share, including for payment of dividends in the future, may decrease;
the relative voting strength of each previously outstanding share of common stock may be diminished; and
the market price of RMG’s shares of common stock may decline.

RMG’s second amended and restated certificate of incorporation will contain anti-takeover provisions that could adversely affect the rights of RMG stockholders.

RMG’s second amended and restated certificate of incorporation will contain provisions to limit the ability of others to acquire control of RMG or cause it to engage in change-of-control transactions, including, among other things:

provisions that authorize RMG’s board of directors, without action by RMG stockholders, to issue additional shares of common stock and preferred stock with preferential rights determined by RMG’s board of directors;
provisions that permit only the chairperson of the board, the chief executive officer, or a majority of RMG’s board of directors to call stockholder meetings and therefore do not permit stockholders to call stockholder meetings; and
provisions that impose advance notice requirements, minimum shareholding periods and ownership thresholds, and other requirements and limitations on the ability of stockholders to propose matters for consideration at stockholder meetings.

These provisions could have the effect of depriving RMG stockholders of an opportunity to sell their common stock at a premium over prevailing market prices by discouraging third parties from seeking to obtain control of RMG in a tender offer or similar transaction.

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RMG’s second amended and restated certificate of incorporation will provide, subject to limited exceptions, that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for certain stockholder litigation matters, which could limit stockholders’ ability to obtain a favorable judicial forum for disputes with RMG or its directors, officers, employees or stockholders.

RMG’s second amended and restated certificate of incorporation will require, to the fullest extent permitted by law, that derivative actions brought in RMG’s name, actions against directors, officers and employees for breach of fiduciary duty and other similar actions may be brought only in the Court of Chancery in the State of Delaware and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel except any action (A) as to which the Court of Chancery in the State of Delaware determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, (C) for which the Court of Chancery does not have subject matter jurisdiction, or (D) any action arising under the Securities Act, as to which the Court of Chancery and the federal district court for the District of Delaware shall have concurrent jurisdiction. Any person or entity purchasing or otherwise acquiring any interest in shares of RMG’s capital stock shall be deemed to have notice of and consented to the forum provisions in the second amended and restated certificate of incorporation.

This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with RMG or any of RMG’s directors, officers, other employees or stockholders, which may discourage lawsuits with respect to such claims. RMG cannot be certain that a court will decide that this provision is either applicable or enforceable, and if a court were to find the choice of forum provision contained in RMG’s second amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, RMG may incur additional costs associated with resolving such action in other jurisdictions, which could harm RMG’s business, operating results and financial condition.

RMG’s second amended and restated certificate of incorporation will provide that the exclusive forum provision will be applicable to the fullest extent permitted by applicable law. Notwithstanding the foregoing, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.

RMG will not have any right to make damage claims against Romeo or Romeo’s stockholders for the breach of any representation, warranty or covenant made by Romeo in the Merger Agreement.

The Merger Agreement provides that all of the representations, warranties and covenants of the parties contained therein shall not survive the closing of the Business Combination, except for those covenants that by their terms apply or are to be performed in whole or in part after the closing, and then only with respect to breaches occurring after closing. Accordingly, there are no remedies available to the parties with respect to any breach of the representations, warranties, covenants or agreements of the parties to the Merger Agreement after the closing of the Business Combination, except for covenants to be performed in whole or in part after the closing. As a result, RMG will have no remedy available to it if the Business Combination is consummated and it is later revealed that there was a breach of any of the representations, warranties and covenants made by Romeo at the time of the Business Combination.

Future resales of common stock may cause the market price of RMG’s securities to drop significantly, even if Romeo’s business is doing well.

The Sponsor, officers and directors of RMG, the Subscription Investors and certain stockholders of Romeo will be granted certain rights, pursuant to the Registration Rights Agreement, to require RMG to register, in certain circumstances, the resale under the Securities Act of common stock held by them, subject to certain conditions. The sale or possibility of sale of these shares could have the effect of increasing the volatility in RMG’s share price or putting significant downward pressure on the price of RMG’s stock.

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If RMG’s stockholders fail to demand redemption rights properly, they will not be entitled to have their common stock of RMG redeemed for a pro rata portion of the trust account.

RMG stockholders holding public shares may demand that RMG redeem their shares into a pro rata portion of the trust account, calculated as of two (2) business days prior to the anticipated consummation of the Business Combination, including interest earned on the trust account and not previously released to RMG to pay its tax obligations. RMG stockholders who seek to exercise this redemption right must deliver their shares (either physically or electronically) to RMG’s transfer agent two (2) business days prior to the special meeting. Any RMG stockholder who fails to deliver their shares properly will not be entitled to have his or her shares redeemed. See the section entitled “Special meeting of RMG Stockholders — Redemption Rights” for the procedures to be followed if you wish to have your shares redeemed for cash.

Public Stockholders, together with any affiliates of theirs or any other person with whom they are acting in concert or as a “group,” will be restricted from seeking redemption rights with respect to more than 20% of the public shares.

A Public Stockholder, together with any affiliate or any other person with whom such stockholder is acting in concert or as a “group,” will be restricted from seeking redemption rights with respect to more than 20% of the public shares. Accordingly, if you hold more than 20% of the public shares and the business combination proposal is approved, you will not be able to seek redemption rights with respect to the full amount of your shares and may be forced to hold the shares in excess of 20% or sell them in the open market. RMG cannot assure you that the value of such excess shares will appreciate over time following a business combination or that the market price of RMG common stock after the Business Combination will exceed the per-share redemption price.

The Sponsor and RMG’s officers and directors own common stock and warrants that will be worthless and have incurred reimbursable expenses that may not be reimbursed or repaid if the Business Combination is not approved. Such interests may have influenced their decision to approve the Business Combination with Romeo.

The Sponsor and RMG’s officers and directors and/or their affiliates beneficially own or have a pecuniary interest in Founder Shares and private warrants that they purchased prior to, or simultaneously with, the Initial Public Offering. The holders have no redemption rights with respect to these securities in the event a business combination is not effected in the required time period. Therefore, if the Business Combination with Romeo or another business combination is not approved within the required time period, such securities held by such persons will be worthless. Such securities had an aggregate market value of $           based upon the closing prices of the shares and warrants on the NYSE on            , 2020, the record date. Furthermore, the Sponsor and RMG’s officers and directors and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on RMG’s behalf, such as identifying and investigating possible business targets and business combinations. These loans and expenses will be repaid upon completion of the Business Combination with Romeo. However, if RMG fails to consummate the Business Combination, they will not have any claim against the trust account for repayment or reimbursement. Accordingly, RMG may not be able to repay or reimburse these amounts if the Business Combination is not completed. See the section entitled “Proposal No. 1—The Business Combination Proposal—Interests of the Sponsor and RMG’s Directors and Officers in the Business Combination.”

These financial interests may have influenced the decision of RMG’s directors to approve the Business Combination with Romeo and to continue to pursue such Business Combination. In considering the recommendations of RMG’s board of directors to vote for the business combination proposal and other proposals, its stockholders should consider these interests.

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The Sponsor, which is ultimately controlled by D. James Carpenter, Robert Mancini and Philip Kassin, is liable under certain circumstances to ensure that proceeds of the trust are not reduced by vendor claims in the event the Business Combination is not consummated. Such liability may have influenced the decision of Messrs. Carpenter, Mancini and Kassin to approve the Business Combination with Romeo.

If the Business Combination with Romeo or another business combination is not consummated by RMG within the required time period, the Sponsor will be personally liable under certain circumstances described herein to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by RMG for services rendered or contracted for or products sold to RMG. If RMG consummates a business combination, on the other hand, RMG will be liable for all such claims. See the section entitled “Other Information Related to RMG—Financial Condition and Liquidity” for further information.

These personal obligations of the Sponsor may have influenced RMG’s board of director’s decision to approve the Business Combination with Romeo and to continue to pursue such Business Combination. In considering the recommendations of RMG’s board of directors to vote for the business combination proposal and the other proposals, RMG’s stockholders should consider these interests.

The exercise of RMG’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes to the terms of the Business Combination or waivers of conditions are appropriate and in the best interests of RMG’s stockholders.

In the period leading up to the closing of the Business Combination, events may occur that, pursuant to the Merger Agreement, would require RMG to agree to amend the Merger Agreement, to consent to certain actions taken by Romeo or to waive rights that RMG is entitled to under the Merger Agreement. Such events could arise because of changes in the course of Romeo’s business, a request by Romeo to undertake actions that would otherwise be prohibited by the terms of the Merger Agreement or the occurrence of other events that would have a material adverse effect on Romeo’s business and would entitle RMG to terminate the Merger Agreement. In any of such circumstances, it would be at RMG’s discretion, acting through its board of directors, to grant its consent or waive those rights. The existence of the financial and personal interests of the directors described in the preceding risk factors may result in a conflict of interest on the part of one or more of the directors between what he or they may believe is best for RMG and what he or they may believe is best for himself or themselves in determining whether or not to take the requested action. As of the date of this proxy statement/consent solicitation statement/prospectus, RMG does not believe there will be any material changes or waivers that RMG’s directors and officers would be likely to make after the mailing of this proxy statement/consent solicitation statement/prospectus. RMG will circulate a supplemental or amended proxy statement/consent solicitation statement/prospectus if changes to the terms of the Business Combination that would have a material impact on its stockholders are required prior to the vote on the business combination proposal.

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If RMG is unable to complete the Business Combination with Romeo or another business combination by February 12, 2021 (or such later date as may be approved by RMG’s stockholders), RMG will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares and, subject to the approval of its remaining stockholders and its board of directors, dissolving and liquidating. In such event, third parties may bring claims against RMG and, as a result, the proceeds held in the trust account could be reduced and the per-share liquidation price received by stockholders could be less than $10.00 per share.

Under the terms of RMG’s amended and restated certificate of incorporation, RMG must complete the Business Combination with Romeo or another business combination by February 12, 2021 (or such later date as may be approved by RMG stockholders in an amendment to its amended and restated certificate of incorporation), or RMG must cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares and, subject to the approval of its remaining stockholders and its board of directors, dissolving and liquidating. In such event, third parties may bring claims against RMG. Although RMG has obtained waiver agreements from certain vendors and service providers it has engaged and owes money to, and the prospective target businesses it has negotiated with, whereby such parties have waived any right, title, interest or claim of any kind they may have in or to any monies held in the trust account, there is no guarantee that they or other vendors who did not execute such waivers will not seek recourse against the trust account notwithstanding such agreements. Furthermore, there is no guarantee that a court will uphold the validity of such agreements. Accordingly, the proceeds held in the trust account could be subject to claims which could take priority over those of RMG’s Public Stockholders. If RMG is unable to complete a business combination within the required time period, the Sponsor has agreed that it will be liable under certain circumstances described herein to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by RMG for services rendered or contracted for or products sold to RMG. However, the Sponsor may not be able to meet such obligation as its only assets are securities of RMG. Therefore, the per-share distribution from the trust account in such a situation may be less than $10.00 due to such claims.

Additionally, if RMG is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, or if RMG otherwise enters compulsory or court supervised liquidation, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in its bankruptcy estate and subject to the claims of third parties with priority over the claims of its stockholders. To the extent any bankruptcy claims deplete the trust account, RMG may not be able to return to its Public Stockholders at least $10.00.

RMG’s stockholders may be held liable for claims by third parties against RMG to the extent of distributions received by them.

If RMG is unable to complete the Business Combination with Romeo or another business combination within the required time period, RMG will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares, which redemption will completely extinguish the Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of its remaining stockholders and its board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. RMG cannot assure you that it will properly assess all claims that may potentially be brought against RMG. As such, RMG’s stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of its stockholders may extend well beyond the third anniversary of the date of distribution. Accordingly, RMG cannot assure you that third parties will not seek to recover from its stockholders amounts owed to them by RMG.

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If RMG is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, any distributions received by stockholders could be viewed under applicable debtor, creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by RMG’s stockholders. Furthermore, because RMG intends to distribute the proceeds held in the trust account to its Public Stockholders promptly after the expiration of the time period to complete a business combination, this may be viewed or interpreted as giving preference to its Public Stockholders over any potential creditors with respect to access to or distributions from its assets. Furthermore, RMG’s board of directors may be viewed as having breached its fiduciary duties to its creditors and/or may have acted in bad faith, thereby exposing itself and Romeo to claims of punitive damages, by paying Public Stockholders from the trust account prior to addressing the claims of creditors. RMG cannot assure you that claims will not be brought against it for these reasons.

Activities taken by existing RMG stockholders to increase the likelihood of approval of the business combination proposal and the other proposals could have a depressive effect on RMG’s shares.

At any time prior to the special meeting, during a period when they are not then aware of any material nonpublic information regarding RMG or its securities, the Sponsor, RMG’s officers, directors and stockholders from prior to the Initial Public Offering, Romeo or Romeo’s stockholders and/or their respective affiliates may purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the business combination proposal, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire common stock of RMG or vote their shares in favor of the business combination proposal. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements to consummate the Business Combination where it appears that such requirements would otherwise not be met. Entering into any such arrangements may have a depressive effect on RMG common stock. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he owns, either prior to or immediately after the special meeting.

If the adjournment proposal is not approved, and an insufficient number of votes have been obtained to authorize the consummation of the Business Combination, RMG’s board of directors will not have the ability to adjourn the special meeting to a later date in order to solicit further votes, and, therefore, the Business Combination will not be approved.

RMG’s board of directors is seeking approval to adjourn the special meeting to a later date or dates if, at the special meeting, RMG is unable to consummate the Business Combination. If the adjournment proposal is not approved, RMG’s board will not have the ability to adjourn the special meeting to a later date and, therefore, the Business Combination would not be completed.

Risk Related to the Redemption

There is no guarantee that a stockholders decision whether to redeem their shares for a pro rata portion of the trust account will put the stockholder in a better future economic position.

RMG can give no assurance as to the price at which a stockholder may be able to sell its public shares in the future following the completion of the Business Combination or any alternative business combination. Certain events following the consummation of any initial business combination, including the Business Combination, may cause an increase in RMGs share price, and may result in a lower value realized now than a stockholder of RMG might realize in the future had the stockholder redeemed their shares. Similarly, if a stockholder does not redeem their shares, the stockholder will bear the risk of ownership of the public shares after the consummation of any initial business combination, including the Business Combination, and there can be no assurance that a stockholder can sell its shares in the future for a greater amount than the redemption price set forth in this proxy statement/consent solicitation statement/prospectus. A stockholder should consult the stockholders own tax and/or financial advisor for assistance on how this may affect his, her or its individual situation.

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If RMG stockholders fail to comply with the redemption requirements specified in this proxy statement/consent solicitation statement/prospectus, they will not be entitled to redeem their common stock for a pro rata portion of the funds held in the trust account.

In order to exercise their redemption rights, Public Stockholders are required to submit a request in writing and deliver their stock to the transfer agent at least two (2) business days prior to the general meeting. Stockholders electing to redeem their shares will receive their pro rata portion of the trust account less income taxes payable, calculated as of two (2) business days prior to the anticipated consummation of the Business Combination. See the section entitled Special Meeting of RMG Stockholders Redemption Rights for additional information on how to exercise your redemption rights.

Stockholders of RMG who wish to redeem their shares for a pro rata portion of the trust account must comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline.

Public stockholders who wish to redeem their shares for a pro rata portion of the trust account must, among other things, as fully described in the section entitled Special Meeting of RMG Stockholders Redemption Rights, deliver their shares to the transfer agent electronically through the DTCC prior to 5:00 p.m., local time, on           , 2020.

In addition, holders of outstanding units of RMG must separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares.

If a broker, dealer, commercial bank, trust company or other nominee holds your units, you must instruct such nominee to separate your units. Your nominee must send written instructions by facsimile or email to American Stock Transfer & Trust Company. Such written instructions must include the number of units to be split and the nominee holding such units. Your nominee must also initiate electronically, using DTCCs DWAC (deposit withdrawal at custodian) system, a withdrawal of the relevant units and a deposit of an equal number of public shares and public warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the public shares from the units. While this is typically done electronically on the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your public shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

If you or a group of stockholders of which you are a part are deemed to hold an aggregate of more than twenty percent (20%) of common stock issued in the RMG Initial Public Offering, you (or, if a member of such a group, all of the members of such group in the aggregate) will lose the ability to redeem all such shares in excess of 20% of common stock issued in the RMG Initial Public Offering.

A public stockholder, together with any of his, her or its affiliates or any other person with whom he, she or it is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the groups shares, in an amount in excess of 20% of the common stock included in the units sold in the Initial Public Offering. In order to determine whether a stockholder is acting in concert or as a group with another stockholder, RMG will require each public stockholder seeking to exercise redemption rights to certify RMG whether such stockholder is acting in concert or as a group with any other stockholder. Such certifications, together with other public information relating to stock ownership available to RMG at that time, such as Section 13D, Section 13G and Section 16 filings under the Exchange Act, will be the sole basis on which RMG makes the above-referenced determination. Your inability to redeem any such excess shares will reduce your influence over RMGs ability to consummate the Business Combination and you could suffer a material loss on your investment in RMG if you sell such excess shares in open market transactions. Additionally, you will not receive redemption distributions with respect to such excess shares if RMG consummates the Business Combination. As a result, you will continue to hold that number of shares aggregating to more than 20% of the shares sold in the Initial Public Offering and, in order to dispose of such excess shares, would be required to sell your stock in open market transactions, potentially at a loss. RMG cannot assure you that the value of such excess shares will appreciate over time following the Business Combination or that the market price of RMGs common stock will exceed the per-share redemption price. Notwithstanding the foregoing, stockholders may challenge RMGs determination as to whether a stockholder is acting in concert or as a group with another stockholder in a court of competent jurisdiction.

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However, RMGs stockholders ability to vote all of their shares (including such excess shares) for or against the Business Combination is not restricted by this limitation on redemption.

If third parties bring claims against RMG, the proceeds held in the trust account could be reduced and the per share redemption amount received by stockholders may be less than $10.00 per share.

RMG placing funds in its trust account may not protect those funds from third-party claims against RMG. Although RMG seeks to have all vendors, service providers (other than its independent auditors), prospective target businesses, including Romeo, or other entities with which RMG does business execute agreements with it to waive any right, title, interest or claim of any kind in or to any monies held in its trust account for the benefit of its public stockholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against RMGs trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against its assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, RMGs management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third partys engagement would be significantly more beneficial to us than any alternative.

Examples of possible instances where RMG may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of RMGs public shares, if RMG is unable to complete the initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with the Business Combination, RMG will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption.

Accordingly, the per share redemption amount received by public stockholders could be less than the $10.00 per share initially held in the trust account, due to claims of such creditors. The Sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which RMG has discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under RMGs indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. RMG has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsors only assets are securities of RMG and, therefore, the Sponsor may not be able to satisfy those obligations. RMG has not asked the Sponsor to reserve for such eventuality.

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SPECIAL MEETING OF RMG STOCKHOLDERS

General

RMG is furnishing this proxy statement/consent solicitation statement/prospectus to RMG’s stockholders as part of the solicitation of proxies by RMG’s board of directors for use at the special meeting of RMG’s stockholders. This proxy statement/consent solicitation statement/prospectus provides RMG’s stockholders with the information they need to know to be able to vote or instruct their vote to be cast at the special meeting.

Date, Time and Place of Special Meeting of RMG’s Stockholders

The special meeting of stockholders will be held virtually on                  , 2020, at 10:00 a.m., eastern time, at                  . RMG stockholders may attend, vote and examine the list of RMG stockholders entitled to vote at the special meeting by visiting                  and entering the control number found on their proxy card, voting instruction form or notice they previously received. In light of public health concerns regarding the coronavirus (COVID- 19), the special meeting will be held in a virtual meeting format only. You will not be able to attend the special meeting physically.

Purpose of the RMG Special Meeting

At the special meeting, RMG is asking holders of RMG common stock to:

consider and vote upon a proposal to adopt the Merger Agreement and approve the Business Combination contemplated thereby (the business combination proposal);
consider and vote upon separate proposals to approve amendments to RMG’s current amended and restated certificate of incorporation to: (i) change the name of the public entity to “Romeo Power, Inc.” as opposed to “RMG Acquisition Corp.”; (ii) increase RMG’s capitalization so that it will have 250,000,000 authorized shares of a single class of common stock and 10,000,000 authorized shares of preferred stock, as opposed to RMG having 100,000,000 authorized shares of Class A common stock, 10,000,000 authorized shares of Class B common stock and 1,000,000 authorized shares of preferred stock; and (iii) delete the various provisions applicable only to special purpose acquisition corporations such as the obligation to dissolve and liquidate if a business combination is not consummated within a certain period of time (the RMG charter proposals);
consider and vote upon a proposal to approve, for purposes of complying with applicable listing rules of the NYSE, the issuance by RMG of Class A common stock, par value $0.0001 per share, to certain accredited investors and qualified institutional buyers, in each case in a private placement, the proceeds of which will be used to finance the Business Combination and related transactions and the costs and expenses incurred in connection therewith with any balance used for working capital purposes (the NYSE proposal);
elect seven directors who, upon consummation of the Business Combination, will be the directors of the Combined Company, in each case, until their successors are elected and qualified (the director election proposal);
consider and vote upon a proposal to approve the 2020 Plan (the incentive plan proposal); and
consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, in the event that RMG is unable to consummate the Business Combination for any reason (the adjournment proposal).

Recommendation of RMG Board of Directors

RMG’s board of directors has unanimously determined that the business combination proposal is fair to and in the best interests of RMG and its stockholders; has unanimously approved the business combination proposal; unanimously recommends that stockholders vote “FOR” the business combination proposal; unanimously recommends that stockholders vote “FOR” each of the RMG charter proposals; unanimously recommends that stockholders vote “FOR” the

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NYSE proposal; unanimously recommends that stockholders vote “FOR” the election of all of the persons nominated by RMG’s management for election as directors; unanimously recommends that stockholders vote “FOR” the incentive plan proposal; and unanimously recommends that stockholders vote “FOR” the adjournment proposal, if presented at the meeting.

Record Date; Persons Entitled to Vote

RMG has fixed the close of business on            , 2020 as the “record date” for determining RMG stockholders entitled to notice of, and to attend and vote at, the special meeting. As of the close of business on            , 2020, there were 23,000,000 shares of Class A common stock outstanding and 5,750,000 shares of Class B common stock outstanding and entitled to vote. Each share of RMG common stock is entitled to one vote at the special meeting.

Pursuant to agreements with RMG, the 5,175,000 Founder Shares held by the Sponsor and RMG’s officers and directors, and any common stock acquired by them in the aftermarket, will be voted in favor of the business combination proposal. Such holders have indicated they intend to vote their shares in favor of the other proposals presented at the special meeting.

Quorum

The presence, in person (which would include presence at a virtual meeting) or by proxy, of both (i) a majority of all the outstanding shares of common stock entitled to vote at the meeting and (ii) a majority of the outstanding shares of Class B common stock entitled to vote at the meeting constitutes a quorum at the special meeting.

Abstentions and Broker Non-Votes

Abstentions are considered present for purposes of establishing a quorum but will have the same effect as a vote “AGAINST” the business combination proposal, the RMG charter proposals, the NYSE proposal, the incentive plan proposal and the adjournment proposal, if presented. Abstentions will have no effect on the director election proposal. Broker non-votes will have no effect on the business combination proposal, director election proposal, incentive plan proposal and adjournment proposal, if presented, and will have the same effect as a vote “AGAINST” the RMG charter proposals.

If a stockholder does not give the broker voting instructions, under applicable self-regulatory organization rules, its broker may not vote its shares on “non-routine” proposals, such as the business combination proposal, the RMG charter proposals, the NYSE proposal and the incentive plan proposal (and each such proposal is cross-conditioned on the approval of all proposals).

Vote Required

The approval of the incentive plan proposal, the NYSE proposal and the adjournment proposal will require the affirmative vote of the holders of a majority of the outstanding RMG common stock present (which would include presence at a virtual meeting) and entitled to vote at the meeting.

The approval of the business combination proposal will require the affirmative vote of the holders of a majority of the outstanding RMG common stock that are voted at the special meeting.

The approval of each of the RMG charter proposals will require the affirmative vote of the holders of a majority of the outstanding RMG common stock on the record date and the affirmative vote of the holders of a majority of the outstanding shares of Class B common stock on the record date.

Directors are elected by a plurality. “Plurality” means that the individuals who receive the largest number of votes cast “FOR” are elected as directors. Consequently, any shares not voted “FOR” a particular nominee (whether as a result of an abstention, a direction to withhold authority or a broker non-vote) will not be counted in the nominee’s favor.

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Voting Your Shares

RMG stockholders may vote electronically at the special meeting by proxy or by visiting                  and entering the control number found on their proxy card, voting instruction form or notice they previously received. RMG recommends that you submit your proxy even if you plan to attend the special meeting. If you vote by proxy, you may change your vote by submitting a later dated proxy before the deadline or by voting electronically at the special meeting.

If your shares of RMG common stock are owned directly in your name with our transfer agent, American Stock Transfer & Trust Company, you are considered, with respect to those shares, the “stockholder of record.” If your shares are held in a stock brokerage account or by a bank or other nominee or intermediary, you are considered the beneficial owner of shares held in “street name” and are considered a “non-record (beneficial) stockholder.”

If you are a RMG stockholder of record you may use the enclosed proxy card to tell the persons named as proxies how to vote your shares. If you properly complete, sign and date your proxy card, your shares will be voted in accordance with your instructions. The named proxies will vote all shares at the meeting for which proxies have been properly submitted and not revoked. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted as recommended by RMG’s board of directors “FOR” the business combination proposal, each of the RMG charter proposals, each director included in the director election proposal, the NYSE proposal, the incentive plan proposal and the adjournment proposal, if presented.

Your shares will be counted for purposes of determining a quorum if you vote:

via the Internet;
by telephone;
by submitting a properly executed proxy card or voting instruction form by mail; or
electronically at the special meeting.

Abstentions will be counted for determining whether a quorum is present for the special meeting.

Voting instructions are printed on the proxy card or voting information form you received. Either method of submitting a proxy will enable your shares to be represented and voted at the special meeting.

Revoking Your Proxy

If you are an RMG stockholder and you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

you may send another proxy card with a later date;
you may notify RMG’s Secretary in writing before the special meeting that you have revoked your proxy; or
you may attend the special meeting, revoke your proxy and vote in person (which would include presence at a virtual meeting), as indicated above.

Who Can Answer Your Questions About Voting Your Shares

If you are a stockholder and have any questions about how to vote or direct a vote in respect of your RMG common stock, you may call Morrow Sodali LLC, RMG’s proxy solicitor, at (800) 662-5200 (toll-free) or (203) 658-9400 (for banks and brokers) or Robert S. Mancini, RMG’s chief executive officer, at (212) 785-2579.

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Redemption Rights

Any Public Stockholder may seek to redeem its shares for cash in connection with the Business Combination. Public Stockholders are not required to affirmatively vote on the business combination proposal or be Public Stockholders on the record date in order to exercise redemption rights with respect to such public shares. Any stockholder holding public shares may exercise redemption rights which will result in them redeeming their shares into a full pro rata portion of the trust account, including interest earned on the trust account and not previously released to RMG to pay its tax obligations, which, for illustrative purposes, was $           per share as of            , 2020, the record date, calculated as of two business days prior to the anticipated consummation of the Business Combination. If a holder seeks redemption of their shares as described in this section and the Business Combination is consummated, RMG will redeem these shares for a pro rata portion of funds deposited in the trust account and the holder will no longer own these shares following the Business Combination.

Notwithstanding the foregoing, a Public Stockholder, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to 20% or more of the public shares. Accordingly, all public shares in excess of 20% held by a Public Stockholder will not be redeemed.

The Sponsor and RMG’s officers and directors will not have redemption rights with respect to any shares of RMG common stock owned by them, directly or indirectly.

RMG stockholders who seek to have their public shares redeemed must deliver their shares, either physically or electronically using The Depository Trust Company’s DWAC System, to RMG’s transfer agent no later than two (2) business days prior to the special meeting. If you hold the shares in street name, you will have to coordinate with your broker to have your shares certificated or delivered electronically. Certificates that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent typically will charge the tendering broker $45 and it would be up to the broker whether or not to pass this cost on to the redeeming stockholder. In the event the proposed Business Combination is not consummated, this may result in an additional cost to stockholders for the return of their shares.

Any request to have such shares redeemed, once made, may be withdrawn at any time prior to the vote on the business combination proposal. Furthermore, if a holder of a public share delivered its certificate in connection with an election of its redemption and subsequently decides prior to the applicable date not to elect to exercise such rights, it may simply request that the transfer agent return the certificate (physically or electronically).

If the Business Combination is not approved or completed for any reason, then RMG’s Public Stockholders who elected to exercise their redemption rights will not be entitled to have their shares redeemed. In such case, RMG will promptly return any shares delivered by public holders.

If RMG would be left with less than $5,000,001 after taking into account the redemption for cash of all public shares properly demanded to be redeemed by Public Stockholders, RMG will not be able to consummate the Business Combination. This means that a substantial number of public shares may be redeemed and RMG can still consummate the Business Combination. However, the Merger Agreement provides that Romeo is not required to consummate the Business Combination if immediately prior to the consummation of the Business Combination, RMG does not have at least $150 million available to it in the trust account (together with net cash proceeds received from any investment in RMG approved pursuant to the terms of the Merger Agreement, including up to $150 million pursuant to the Private Placement) after giving effect to payment of amounts that RMG will be required to pay to redeeming stockholders upon consummation of the Business Combination. If Romeo does not waive its termination right and RMG has less than the required amount in trust, the Business Combination will not be consummated.

Holders of RMG warrants will not have redemption rights with respect to such securities.

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The closing price of the RMG common stock on            , 2020, the record date, was $           . The cash held in the trust account on such date less taxes payable was approximately $           ($           per public share). Prior to exercising redemption rights, stockholders should verify the market price of RMG common stock as they may receive higher proceeds from the sale of their common stock in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. RMG cannot assure its stockholders that they will be able to sell their common stock in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when its stockholders wish to sell their shares.

If a Public Stockholder exercises its redemption rights, then it will be exchanging its shares of RMG common stock for cash and will no longer own those shares.

Appraisal Rights

None of RMG’s stockholders, unitholders or warrant holders have appraisal rights in connection with the Business Combination under Delaware law.

Proxy Solicitation

RMG is soliciting proxies on behalf of its board of directors. This solicitation is being made by mail but also may be made by telephone or in person (which would include presence at a virtual meeting). RMG and its directors, officers and employees may also solicit proxies in person (which would include presence at a virtual meeting), by telephone or by other electronic means. RMG will bear the cost of the solicitation.

RMG has hired Morrow Sodali LLC to assist in the proxy solicitation process. RMG will pay that firm a fee of $25,000 plus disbursements. Such payment will be made from non-trust account funds.

RMG will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. RMG will reimburse them for their reasonable expenses.

The Sponsor and RMG’s Officers and Directors

As of            , 2020, the record date for the special meeting, the Sponsor and RMG’s officers and directors beneficially owned and were entitled to vote an aggregate of 5,175,000 shares of Class B common stock. These individuals and entities also purchased an aggregate of 3,766,667 private warrants simultaneously with the consummation of the Initial Public Offering. The Founder Shares held by the Sponsor and RMG’s officers and directors currently constitute 18% of RMG’s outstanding common stock.

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In connection with the Initial Public Offering, each of the Sponsor and RMG’s officers and directors have agreed to vote the Founder Shares, as well as any common stock acquired in the aftermarket, in favor of the business combination proposal. Each has also indicated that he, she or it intends to vote his, her or its shares in favor of all the other proposals being presented at the meeting. There are no redemption rights with respect to the Founder Shares in the event a business combination is not effected in the required time period and RMG is forced to redeem all of the public shares. Accordingly, the Founder Shares will be worthless if no business combination is consummated by RMG.

In connection with the Initial Public Offering, the holders of RMG’s Founder Shares entered into a lock-up agreement pursuant to which they agreed not to transfer the Founder Shares (subject to limited exceptions) until one year after the consummation of an initial business combination or earlier if, subsequent to the consummation of an initial business combination, (i) the last sales price of RMG common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial business combination or (ii) RMG (or any successor entity) consummates a subsequent liquidation, merger, stock exchange, reorganization or other similar transaction which results in all of RMG’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Additionally, the holders of private warrants entered into a lock-up agreement pursuant to which they agreed not to transfer the private warrants or common stock underlying the private warrants (subject to limited exceptions) until thirty (30) days after the consummation of an initial business combination.

At any time prior to the special meeting, during a period when they are not then aware of any material nonpublic information regarding RMG or its securities, the Sponsor, RMG’s officers and directors, Romeo, Romeo’s stockholders and/or their respective affiliates may purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the business combination proposal, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire RMG common stock or vote their shares in favor of the business combination proposal. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements to complete the Business Combination where it appears that such requirements would otherwise not be met. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/consent solicitation statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of Founder Shares for nominal value.

Entering into any such arrangements may have a depressive effect on the shares of RMG common stock. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he owns, either prior to or immediately after the special meeting.

If such transactions are effected, the consequence could be to cause the Business Combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the business combination proposal and the other proposals and would likely increase the chances that such proposals would be approved.

No agreements dealing with the above arrangements or purchases have been entered into as of the date of this proxy statement/consent solicitation statement/prospectus. RMG will file a Current Report on Form 8-K to disclose arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the business combination proposal or the net tangible asset threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

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ROMEO’S SOLICITATION OF WRITTEN CONSENTS

Purpose of the Consent Solicitation; Recommendation of Romeo’s Board of Directors

Romeo’s board of directors is providing this proxy statement/consent solicitation statement/prospectus to Romeo stockholders. Romeo stockholders are being asked to adopt and approve (i) the Romeo merger proposal and (ii) the Romeo charter amendment proposal by executing and delivering the written consent furnished with this proxy statement/consent solicitation statement/prospectus.

For more information regarding the Romeo merger proposal, see the section entitled “Proposal No. 1—The Business Combination Proposal.”

The Romeo charter amendment proposal would amend Romeo’s Fourth Amended and Restated Certificate of Incorporation, specifically Section (B)2(c) of Article IV thereof, to add the following to the end of such section:

“(iii)RMG Merger. For the avoidance of doubt and notwithstanding any provision in this Restated Certificate to the contrary, (A) for all purposes of this Restated Certificate, the merger (the “Merger”) of RMG Merger Sub, a Delaware corporation (“Merger Sub”), with and into the Corporation pursuant to the Agreement of Plan and Merger, dated as of October 5, 2020, by and among RMG Acquisition Corp., a Delaware corporation, Merger Sub, and the Corporation (the “Merger Agreement”) shall constitute a Liquidation Transaction, and (B) the proceeds payable to holders of the Preferred Stock and the Common Stock upon consummating the Merger shall be determined and paid in accordance with and subject to the terms of the Merger Agreement.”

After consideration, Romeo’s board of directors unanimously approved and declared advisable the Merger Agreement, the Business Combination upon the terms and conditions set forth in the Merger Agreement and the Romeo charter amendment, and unanimously determined that the Merger Agreement, the Business Combination and the Romeo charter amendment are in the best interests of Romeo and its stockholders. Romeo’s board of directors unanimously recommends that Romeo stockholders approve the Romeo merger proposal and the Romeo charter amendment proposal.

Romeo Stockholders Entitled to Consent

Only Romeo stockholders of record as of the close of business on , 2020, the Romeo Record Date, will be entitled to execute and deliver a written consent. As of the close of the Romeo Record Date, there were 230,650,910 shares of Romeo common stock outstanding, consisting of 122,353,887 shares of Romeo Class A common stock and 108,297,023 shares of Romeo Class B common stock, and 392,187,730 shares of Romeo preferred stock outstanding, consisting of 44,900,793 shares of Romeo seed preferred stock, 137,741,046 shares of Romeo Series A-1 preferred stock, 54,918,474 shares of Romeo Series A-2 preferred stock, 29,161,738 shares of Romeo Series A-3 preferred stock, 93,465,679 shares of Romeo Series A-4 preferred stock, 32,000,000 shares of Romeo Series A-5 preferred stock, in each case entitled to execute and deliver written consents with respect to the Romeo Merger Agreement Proposal and the Romeo charter amendment proposal. Each holder of Romeo common stock is entitled to one vote for each share of Romeo common stock held as of the Romeo Record Date. Each holder of Romeo preferred stock is entitled to a number of votes equal to the number of shares of Romeo common stock into which the shares of Romeo preferred stock held by such holder could be converted as of the Romeo Record Date.

Written Consents; Required Written Consents

The approval of each of the Romeo merger proposal and the Romeo charter amendment proposal requires the affirmative vote or consent of (i) the holders of a majority of the voting power of the outstanding shares of Romeo common stock and Romeo preferred stock (on an as-converted to Romeo common stock basis) voting together as a single class, (ii) the holders of a majority of the voting power of the outstanding shares of Romeo common stock voting together as a single class, and (iii) the holders of a majority of the outstanding shares of Romeo preferred stock (on an as-converted to Romeo common stock basis) voting together as a single class.

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Concurrently with the execution of the Merger Agreement, RMG, Merger Sub and the Supporting Romeo Stockholders entered into the Support Agreements. Each Support Agreement provides, among other things, that on (or effective as of) the second business day following the date that this proxy statement/consent solicitation statement/prospectus is disseminated to Romeo’s stockholders, each Supporting Romeo Stockholder will execute and deliver a written consent with respect to the outstanding shares of Romeo common stock and preferred stock held by such Supporting Romeo Stockholder adopting the Merger Agreement and approving the Business Combination and the Romeo charter amendment. The shares of Romeo capital stock that are owned by the Supporting Romeo Stockholders and subject to the Support Agreements represent approximately 58.7% of the outstanding shares of Romeo common stock and approximately 75.0% of the outstanding shares of Romeo preferred stock, in each case as of the Romeo Record Date; accordingly Romeo expects to have the required votes to approve the Merger Agreement, the Business Combination and the Romeo charter amendment proposal. The execution and delivery of written consents by all of the Supporting Romeo Stockholders will constitute the Romeo stockholder approval at the time of such delivery.

Submission of Written Consents

You may consent to the Romeo merger proposal with respect to your shares of Romeo capital stock by completing, dating and signing the written consent enclosed with this proxy statement/consent solicitation statement/prospectus and returning it to Romeo by the consent deadline.

If you hold shares of Romeo capital stock as of the close of business on the Romeo Record Date and you wish to give your written consent, you must fill out the enclosed written consent, date and sign it, and promptly return it to Romeo. Once you have completed, dated and signed the written consent, you may deliver it to Romeo by emailing a .pdf copy to investorrelations@romeopower.com or by mailing your written consent to Romeo Systems, Inc., 4380 Ayers Avenue, Vernon, CA 90058, Attention: Chief Financial Officer.

The Romeo’s board of directors has set , 2020 as the consent deadline. Romeo reserves the right to extend the consent deadline beyond , 2020. Any such extension may be made without notice to Romeo stockholders.

Executing Written Consents; Revocation of Written Consents

You may execute a written consent to approve the Romeo merger proposal and the Romeo charter amendment proposal (which, in each case, is equivalent to a vote for such proposal), or disapprove, or abstain from consenting with respect to, the Romeo merger proposal and the Romeo charter amendment proposal (which, in each case, is equivalent to a vote against such proposal). If you do not return your written consent, it will have the same effect as a vote against the Romeo merger proposal and the Romeo charter amendment proposal. If you are a record holder of shares of Romeo common stock and/or preferred stock and you return a signed written consent without indicating your decision on the Romeo merger proposal or the Romeo charter amendment proposal, you will have given your consent to approve such proposal.

Your consent to the Romeo merger proposal or the Romeo charter amendment proposal may be changed or revoked at any time before the consent deadline; however, such change or revocation is not expected to have any effect, as the delivery of the written consents contemplated by the Support Agreements will constitute the Romeo stockholder approval at the time of such delivery. If you wish to change or revoke your consent before the consent deadline, you may do so by sending a new written consent with a later date or by delivering a notice of revocation, in either case by emailing a .pdf copy to investorrelations@romeopower.com or by mailing your written consent to Romeo Systems, Inc., 4380 Ayers Avenue, Vernon, CA 90058, Attention: Chief Financial Officer.

Due to the obligations of the Supporting Romeo Stockholders under the Support Agreements, a failure of any other Romeo stockholder to deliver a written consent, or any change or revocation of a previously delivered written consent by any other Romeo stockholder, is not expected to have any effect on the approval of the Romeo merger proposal or the Romeo charter amendment proposal.

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Solicitation of Written Consents; Expenses

The expense of preparing, printing and mailing these consent solicitation materials is being borne by Romeo. Officers and employees of Romeo may solicit consents by telephone and personally, in addition to solicitation by mail. These persons will receive their regular compensation but no special compensation for soliciting consents.

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PROPOSAL NO. 1—THE BUSINESS COMBINATION PROPOSAL

The discussion in this proxy statement/consent solicitation statement/prospectus of the Business Combination and the principal terms of the Merger Agreement is subject to, and is qualified in its entirety by reference to, the Merger Agreement. A copy of the Merger Agreement is attached as Annex A to this proxy statement/consent solicitation statement/prospectus.

Structure of the Transactions

The Merger Agreement provides, among other things, for Merger Sub to merge with and into Romeo, with Romeo surviving as a wholly owned subsidiary of RMG. Pursuant to the Merger Agreement, (i)(A) each outstanding share of Romeo common stock and Romeo preferred stock (with each share of Romeo preferred stock being treated as if it were converted into Romeo common stock on the effective date of the Business Combination) and (B) each Romeo convertible note (with each Romeo convertible note being treated as if it were converted into Romeo common stock on the effective date of the Business Combination at a price per share equal to $0.4339) will be converted into the right to receive a pro rata portion of 80,300,820 shares of common stock of RMG and (ii) each Romeo option or Romeo warrant that is outstanding immediately prior to the closing of the Transactions (and by its terms will not terminate upon the closing of the Transactions) will be converted into an option or warrant, as applicable, to purchase a number of shares of RMG common stock e