Filed pursuant to Rule 424(b)(3)
Registration No. 333-252190
PROSPECTUS SUPPLEMENT NO. 14
(to Prospectus dated January 26, 2021)
Romeo Power, Inc.
Up to 62,150,554 Shares of Common Stock
Up to 12,266,648 Shares of Common Stock Issuable Upon Exercise of Warrants
Up to 4,763,058 Warrants
This prospectus supplement
supplements the prospectus dated January 26, 2021 (the “Prospectus”), which forms a part of our registration statement on
Form S-1 (No. 333-252190). This prospectus supplement is being filed to update and supplement the information in the Prospectus with the
information contained in our current report on Form 8-K, filed with the Securities and Exchange Commission on January 4, 2022 (the “Current
Report”). Accordingly, we have attached the Current Report to this prospectus supplement.
The Prospectus and this prospectus
supplement relate to the issuance by us of up to an aggregate of up to 12,266,648 shares of our common stock, $0.0001 par value per share
(“Common Stock”), which consists of (i) up to 4,600,000 shares of Common Stock that are issuable upon the exercise of
4,600,000 warrants (the “Private Warrants”) originally issued in a private placement in connection with the initial public
offering of RMG Acquisition Corp., a Delaware corporation (“RMG”), by the holders thereof, and (ii) up to 7,666,648 shares
of Common Stock that are issuable upon the exercise of 7,666,648 warrants (the “Public Warrants” and, together with the Private
Warrants, the “Warrants”) originally issued in the initial public offering of RMG, by the holders thereof.
The Prospectus and this prospectus
supplement also relate to the offer and sale from time to time by the selling securityholders (including their transferees, donees, pledgees
and other successors-in-interest) named in the Prospectus of (i) up to 62,150,554 shares of Common Stock (including up to 4,600,000
shares of Common Stock that may be issued upon exercise of the Private Warrants and 163,058 shares of Common Stock that may be issued
upon exercise of 163,058 Public Warrants) and (ii) up to 4,763,058 Warrants, which consists of up to 4,600,000 Private Warrants and
up to 163,058 Public Warrants.
Our Common Stock is listed
on the New York Stock Exchange under the symbol “RMO”. On January 3, 2022, the closing price of our Common Stock was
$3.77.
This prospectus supplement
updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in
combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction
with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should
rely on the information in this prospectus supplement.
See the section entitled
“Risk Factors” beginning on page 7 of the Prospectus to read about factors you should consider before buying our securities.
Neither the Securities
and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus
supplement or the Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is January
4, 2022
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE
ACT OF 1934
Date of Report (Date of earliest event
reported): January 4, 2022
Romeo Power, Inc.
(Exact name of registrant
as specified in its charter)
Delaware
|
|
001-38795
|
|
83-2289787
|
(State or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(I.R.S. Employer
Identification No.)
|
4380
Ayers Avenue
Vernon, CA 90058
|
90058
|
(Address of principal executive offices)
|
(Zip Code)
|
(833) 467-2237
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
¨
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
¨
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
¨
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Securities registered pursuant
to Section 12(b) of the Act:
Title of each
class
|
Trading
Symbol(s)
|
Name
of each exchange on which registered
|
Common
stock, par value $0.0001 per share
|
RMO
|
New York Stock Exchange
|
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
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. x
As previously disclosed, on October
25, 2021, BorgWarner Inc. (with its affiliates, including BorgWarner Ithaca LLC, “BorgWarner”) delivered a written notice
to Romeo Power, Inc. (the “Company” or “Romeo”) that BorgWarner is electing to exercise a right under that certain
Joint Venture Operating Agreement, dated May 6, 2019, by and among BorgWarner Ithaca LLC, Romeo Systems, Inc. and BorgWarner Romeo Power
LLC (the “Operating Agreement”) to put its ownership stake in BorgWarner Romeo Power LLC (the “Joint Venture”)
to Romeo. The Operating Agreement, together with the Intellectual Property License Agreement, dated May 6, 2019 (the “IP License
Agreement”), by and among BorgWarner, Romeo Systems, Inc., Romeo Systems Technology, LLC and BorgWarner Romeo Power, LLC, govern
the operations of the Joint Venture, which is owned 40% by the Company and 60% by BorgWarner Ithaca LLC. The Operating Agreement provides
BorgWarner a right to cause Romeo to purchase BorgWarner’s 60% ownership stake in the Joint Venture.
On January 4, 2022, the
Company and BorgWarner received the report of an independent appraiser, calculating the value of the Joint Venture to be $50.2
million, and BorgWarner’s 60% ownership stake in the Joint Venture, with appropriate discounts pursuant to the Operating
Agreement, to be $28.6 million. The parties must now work to document and consummate the purchase and sale of BorgWarner’s
ownership stake in the Joint Venture to the Company, including terms of payment, within thirty (30) days of the valuation date. The
Company currently anticipates that it will use existing liquidity to fund the transaction.
For additional information about
the Joint Venture and the terms and conditions of the Operating Agreement and the IP License Agreement, see “Part I. Item 1. Business
– Joint Venture with BorgWarner” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 filed with
the Securities and Exchange Commission (the “SEC”) on April 15, 2021. A copy of the IP License Agreement was filed as Exhibit
10.22 to the Registration Statement on Form S-4 filed on October 15, 2020, and a copy of the Operating Agreement was filed as Exhibit
10.23 to the Registration Statement on Form S-4 filed on October 15, 2020.
Forward Looking Statements
Certain statements in this Current
Report on Form 8-K may constitute “forward looking statements” within the meaning of Section 27A of the Securities Act of
1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of
1995. These forward-looking statements include statements regarding Romeo’s purchase of BorgWarner’s ownership stake in the
Joint Venture, the source of funds for the transaction, and the timing and impact of such purchase on Romeo’s business operations.
Such statements are based on current assumptions that involve risks and uncertainties that could cause actual outcomes and results to
differ materially, including our ability to obtain a favorable outcome in our ongoing dispute with BorgWarner, as well as other risks
set forth in our most recent Annual Report on Form 10-K for the year ended December 31, 2020 and the other documents that we file with
the SEC. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.
We disclaim any obligation to update these forward-looking statements because of new information, future events or circumstances or other
factors.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
ROMEO POWER, INC.
|
|
|
|
|
Date:
|
January 4, 2022
|
By:
|
/s/ Matthew Sant
|
|
|
Name:
|
Matthew Sant
|
|
|
Title:
|
General Counsel and Secretary
|
RMG Acquisition (NYSE:RMG)
Historical Stock Chart
From Jun 2024 to Jul 2024
RMG Acquisition (NYSE:RMG)
Historical Stock Chart
From Jul 2023 to Jul 2024