RMG RMG Acquisition Corp

 

Filed pursuant to Rule 424(b)(3)

Registration No. 333-252190

PROSPECTUS SUPPLEMENT NO. 25

(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 June 15, 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 June 14, 2022, the closing price of our Common Stock was $0.53.

 

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 June 15, 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): June 14, 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 (see General Instruction A.2. below):

  

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
x	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   ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

 

 

 

Item 8.01.        Other Events.

 

On June 14, 2022, Romeo Power, Inc. (the “Company”) called to order its 2022 annual meeting of stockholders (the “Annual Meeting”). The Company then adjourned the Annual Meeting without opening the polls on the matters that were scheduled to be submitted to a vote of the Company’s stockholders at the Annual Meeting in order to provide additional time to solicit proxies with respect to the proposal to amend the Company’s Second Amended and Restated Certificate of Incorporation to increase the number of shares of authorized Common Stock from 250,000,000 to 350,000,000. The Annual Meeting has been adjourned to Thursday, June 30, 2022, at 10:00 a.m. (Pacific Time) with respect to all proposals described in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 28, 2022 (the “Proxy Statement”). No changes have been made in the proposals to be voted on by stockholders at the Annual Meeting and described in the Proxy Statement.

 

The adjourned Annual Meeting will resume in a virtual format only via live webcast on June 30, 2022, at 10:00 a.m. (Pacific Time) at www.virtualshareholdermeeting.com/RMO2022. The record date for determining stockholders eligible to vote at the Annual Meeting will remain the close of business on April 18, 2022. Stockholders who have previously submitted a proxy or otherwise voted and who do not want to change their vote do not need to take any action. Proxies previously submitted with respect to the Annual Meeting will be voted on all proposals at the adjourned Annual Meeting unless properly revoked.

 

During the current adjournment, polls remain open and the Company continues to solicit votes from its stockholders with respect to all proposals set forth in the Proxy Statement.

 

At the time the Annual Meeting was called to order, proxies had been submitted by stockholders representing approximately 54% of the shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting, which constituted a quorum. At the time of the Annual Meeting, votes were sufficient to approve each of Proposals 1, 2, 3, 4 and 5 as set forth in the Proxy Statement. Although votes cast are approximately 84% in favor of Proposal 6, the Amendment to the Company’s Second Amended and Restated Certificate of Incorporation, at the time the Annual Meeting was called to order, there were not sufficient votes to approve Proposal 6, which requires the affirmative vote of a majority in voting power of the Company entitled to vote on the proposal.

 

Additional Information and Where to Find It

 

This Current Report on Form 8-K may be deemed to be solicitation material in respect of the solicitation of proxies from stockholders for the adjourned Annual Meeting. The Company has filed with the SEC and made, and will make, the Proxy Statement available to its stockholders of record on April 28, 2022. BEFORE MAKING ANY VOTING DECISION, THE COMPANY’S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) CAREFULLY AND IN ITS ENTIRETY BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MATTERS TO BE CONSIDERED AT THE ADJOURNED ANNUAL MEETING.

 

Stockholders entitled to vote at the adjourned Annual Meeting may request, and the Company will provide at no cost, a copy of the proxy materials, including any exhibits to such filings, by writing or telephoning the Company at the following address: Corporate Secretary of Romeo Power, Inc., 4380 Ayers Ave., Vernon, CA 90058 or an oral request at (833) 467-2237. Stockholders may also access these filings at the Company’s website under the “Investors” link at www.romeopower.com.

 

Participants in the Solicitation

 

The Company and its directors, director nominees, and executive officers may be deemed to be participants in the solicitation of proxies from the Company’s stockholders with respect to the matters to be considered at the adjourned Annual Meeting. Information regarding the names, affiliations, and direct or indirect interests (by security holdings or otherwise) of these persons are described in the Proxy Statement.

 

Forward-Looking Statements

 

Certain statements in this Current Report on Form 8-K constitute forward-looking statements, and any statements other than statements of historical fact could be deemed to be forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding the date of the Company’s adjourned Annual Meeting. These statements are based on management's current expectations and actual results and future events may differ materially due to risks and uncertainties detailed from time to time in filings the Company makes with the SEC, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. The Company disclaims any obligation to update information contained in these forward-looking statements, whether as a result of new information, future events, or otherwise.

 

 

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:	June 15, 2022	By:	/s/ Matthew Sant
		Name:	Matthew Sant
		Title:	General Counsel and Secretary