UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

RMG ACQUISITION CORP. III

(Exact name of registrant as specified in its charter)


Cayman Islands	001-40013	98-1574120
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

57 Ocean, Suite 403

5775 Collins Avenue

Miami Beach, Florida

(Address Of Principal Executive Offices)

33140

(Zip Code)

(786) 584-8352

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-fifth of one redeemable warrant	RMGCU	The Nasdaq Capital Market LLC
Class A ordinary shares included as part of the units	RMGC	The Nasdaq Capital Market LLC
Redeemable warrants included as part of the units	RMGCW	The Nasdaq Capital Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ⌧ No ◻

As of June 3, 2021, 48,300,000 Class A ordinary shares, par value $0.0001 per share, and 12,075,000 Class B ordinary shares, par value $0.0001 per share, were issued and outstanding, respectively.

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements	1
	Condensed Balance Sheets as of March 31, 2021 (unaudited) and December 31, 2020	1
	Unaudited Condensed Statement of Operations for the three months ended March 31, 2021	2
	Unaudited Condensed Statement of Changes in Shareholders’ Equity for the three months ended March 31, 2021	3
	Unaudited Condensed Statement of Cash Flows for the three months ended March 31, 2021	4
	Notes to Unaudited Condensed Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24
Item 4.	Controls and Procedures	24
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	25
Item 1A.	Risk Factors	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	26
Item 3.	Defaults Upon Senior Securities	27
Item 4.	Mine Safety Disclosures	27
Item 5.	Other Information	27
Item 6.	Exhibits	27


	March 31, 2021		December 31, 2020
	(unaudited)
Assets:
Current assets:
Cash	$	1,143,471	$	—
Prepaid expenses		1,057,758		10,221
Total current assets		2,201,229		10,221
Deferred offering costs		—		25,000
Investments held in Trust Account		483,016,726		—
Total Assets	$	485,217,955	$	35,221

Liabilities and Shareholders' Equity:
Current liabilities:
Accounts payable	$	22,254	$	—
Accrued expenses		89,137		25,000
Total current liabilities		111,391		25,000
Deferred legal fees		250,000		—
Deferred underwriting commissions		16,905,000		—
Derivative warrant liabilities		25,026,860		—
Total liabilities		42,293,251		25,000

Commitments and Contingencies
Class A ordinary shares; 43,792,470 shares subject to possible redemption at $10.00 per share		437,924,700		—

Shareholders' Equity:
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding		—		—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 4,507,530 and 0 shares issued and outstanding (excluding 43,792,470 and 0 shares subject to possible redemption) at March 31, 2021 and December 31, 2020		451		—
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 12,075,000 shares issued and outstanding at March 31, 2021 and December 31, 2020		1,208		1,208
Additional paid-in capital		7,212,061		23,792
Accumulated deficit		(2,213,716)		(14,779)
Total shareholders' equity		5,000,004		10,221
Total Liabilities and Shareholders' Equity	$	485,217,955	$	35,221


General and administrative expenses	$	259,412
Loss from operations		(259,412)
Other income (expense)
Change in fair value of derivative warrant liabilities		(1,221,950)
Financing costs - warrant liabilities		(734,320)
Interest income		19
Unrealized gain on investments held in Trust Account		16,726
Total other income (expense)		(717,575)
Net loss	$	(2,198,937)

Weighted average shares outstanding of common stock subject to redemption, basic and diluted		43,935,042
Basic and diluted net income per share, common stock subject to redemption		—
Weighted average shares outstanding of common stock, basic and diluted		13,865,976
Basic and diluted net loss per share, common stock	$	(0.16)


	Ordinary Shares						Additional				Total
	Class A			Class B			Paid-in		Accumulated		Shareholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Equity
Balance — December 31, 2020	—	$	—	12,075,000	$	1,208	$	23,792	$	(14,779)	$	10,221
Sale of units in initial public offering, less allocation of proceeds to Public Warrants	48,300,000		4,830	—		—		470,131,490		—		470,136,320
Offering costs	—		—	—		—		(26,406,165)		—		(26,406,165)
Excess purchase price above fair value of private placement warrants	—		—	—		—		1,383,265		—		1,383,265
Shares subject to possible redemption	(43,792,470)		(4,379)	—		—		(437,920,321)		—		(437,924,700)
Net loss	—		—	—		—		—		(2,198,937)		(2,198,937)
Balance - March 31, 2021 (unaudited)	4,507,530	$	451	12,075,000	$	1,208	$	7,212,061	$	(2,213,716)	$	5,000,004


Cash Flows from Operating Activities:
Net loss	$	(2,198,937)
Change in fair value of derivative warrant liabilities		1,221,950
Financing costs - warrant liabilities		734,320
Unrealized gain on investments held in Trust Account		(16,726)
Changes in operating assets and liabilities:
Prepaid expenses		(1,047,537)
Accounts payable		(62,086)
Accrued expenses		3,687
Net cash used in operating activities		(1,365,329)

Cash Flows from Investing Activities:
Cash deposited in Trust Account		(483,000,000)
Net cash used in investing activities		(483,000,000)

Cash Flows from Financing Activities:
Proceeds from note payable to related party		30,212
Repayment of note payable to related party		(135,000)
Proceeds received from initial public offering, gross		483,000,000
Proceeds received from private placement		12,324,495
Offering costs paid		(9,710,907)
Net cash provided by financing activities		485,508,800

Net increase in cash		1,143,471

Cash - beginning of the period		—
Cash - ending of the period	$	1,143,471

Supplemental disclosure of noncash investing and financing activities:
Offering costs included in accounts payable	$	84,340
Offering costs included in accrued expenses	$	85,450
Offering costs paid by related party under promissory note	$	104,788
Reversal of accrued expenses	$	25,000
Deferred legal fees	$	250,000
Deferred underwriting commissions	$	16,905,000
Value of Class A ordinary shares subject to possible redemption	$	439,378,930
Change in value of Class A ordinary shares subject to possible redemption	$	(1,454,230)


	Quoted Prices		Significant Other		Significant Other
	in		Observable		Unobservable
	Active Markets		Inputs		Inputs
Description	(Level 1)		(Level 2)		(Level 3)
Assets:
Investments held in Trust Account	$	483,016,726	$	—	$	—

Liabilities:
Derivative warrant liabilities - public	$	13,524,000	$	—	$	—
Derivative warrant liabilities - private	$	—	$	—	$	11,502,860


	February 9, 2021			As of March 31, 2021
Share price	$	9.73		$	9.80
Volatility		24.2	%		14.0	%
Expected life of the options to convert		6.18			6.0
Risk-free rate		0.65	%		1.17	%
Dividend yield		—			—


Derivative warrant liabilities at January 13, 2021 (inception)	$	—
Issuance of Public and Private Warrants		23,804,910
Change in fair value of derivative warrant liabilities		1,221,950
Transfer of Public Warrants to Level 1		(13,524,000)
Derivative warrant liabilities at March 31, 2021	$	11,502,860


	As of February 9, 2021
	As Previously
	Reported		Adjustments		As Revised
Unaudited Condensed Balance Sheet
Total assets	$	486,762,576	$	—	$	486,762,576
Liabilities and stockholders’ equity
Total current liabilities	$	1,423,727	$	—	$	1,423,727
Deferred legal fees		250,000		250,000
Deferred underwriting commissions		16,905,000		—		16,905,000
Derivative warrant liabilities		—		23,804,910		23,804,910
Total liabilities		18,578,727		23,804,910		42,383,637
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption		463,183,840		(23,804,910)		439,378,930
Shareholders’ equity
Preference shares- $0.0001 par value		—		—		—
Class A ordinary shares - $0.0001 par value		198		238		436
Class B ordinary shares - $0.0001 par value		1,208		—		1,208
Additional paid-in-capital		5,046,808		734,082		5,780,890
Accumulated deficit		(48,205)		(734,320)		(782,525)
Total shareholders’ equity		5,000,009		—		5,000,009
Total liabilities and shareholders’ equity	$	486,762,576	$	—	$	486,762,576


Exhibit Number		Description
31.1*		Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document


Dated: June 3, 2021	RMG ACQUISITION CORP. III

	By:	/s/ Robert S. Mancini
	Name:	Robert S. Mancini
	Title:	Chief Executive Officer

SEC Form 10-Q filed by RMG Acquisition Corp. III