QUESTIONS AND ANSWERS ABOUT THE EXTRAORDINARY GENERAL MEETING
These Questions and Answers are only summaries of the matters they discuss. They do not contain all of the information that may be important to you. You should read carefully the entire document, including any annexes to this proxy statement.
Why am I receiving this proxy statement?
This proxy statement and the enclosed proxy card are being sent to you in connection with the solicitation of proxies by our Board for use at the Extraordinary General Meeting to be held in person or virtually on February 7, 2024, or at any adjournments or postponement thereof. This proxy statement summarizes the information that you need to make an informed decision on the proposals to be considered at the Extraordinary General Meeting.
RMG III is a blank check company incorporated on December 23, 2020 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (an “initial business combination”).
In December 2020, the Company’s sponsor, RMG Sponsor III, LLC, a Delaware limited liability company (the “Sponsor”), paid an aggregate of $25,000 to cover for certain expenses on behalf of the Company in exchange for issuance of 10,062,500 Class B ordinary shares, par value $0.0001 per share, of the Company (the “Class B Ordinary Shares”). On January 30, 2021, the Company effectuated a 5-for-6 share split of the Class B Ordinary Shares, resulting in an aggregate outstanding amount of 12,075,000 Class B Ordinary Shares.
On February 9, 2021, the Company consummated its initial public offering (“IPO”) of 48,300,000 units at $10.00 per unit. Each unit consists of one Class A ordinary share, par value $0.0001 per share, of the Company (“Class A Ordinary Shares” or “public shares”) and one-fifth of one redeemable warrant to purchase one Class A Ordinary Share. Simultaneously with the consummation of the IPO, RMG III completed the private placement of 8,216,330 private placement warrants (the “Private Placement” and collectively the “Private Placement Warrants”) at a purchase price of $1.50 per Private Placement Warrant to the Sponsor, generating gross proceeds to us of approximately $12.3 million. Following the closing of the IPO and the Private Placement, a total of $483.0 million ($10.00 per unit) of the net proceeds from its IPO and the Private Placement were placed in a trust account at Citibank N.A. (the “Trust Account”) with Continental Stock Transfer & Trust Company (“Continental”) acting as trustee.
On January 11, 2023, the Company held an extraordinary general meeting at which its shareholders approved, by special resolution, the proposal to amend and restate the Company’s Amended and Restated Memorandum and Articles of Association (the “Charter”) to extend the date by which the Company must (1) consummate its initial business combination, (2) cease its operations except for the purpose of winding up if it fails to complete such initial business combination, and (3) redeem all of the Class A Ordinary Shares included as part of the units sold in the IPO, from February 9, 2023 to May 9, 2023 and to allow the Company, without another shareholder vote, to elect to further extend the date to consummate a business combination up to three times by an additional month each time after May 9, 2023, upon two days’ advance notice prior to the applicable deadline, for a total of up to three months, to August 9, 2023, if the Company had entered into a definitive business combination agreement (the “First Extension”). In connection with the First Extension, a total of 260 shareholders elected to redeem an aggregate of 47,381,598 Class A Ordinary Shares, representing approximately 98.10% of the issued and outstanding Class A Ordinary Shares. As a result, an aggregate of approximately $478 million (or approximately $10.09 per share) was released from the Trust Account to pay such shareholders.
On August 4, 2023, the Company held an extraordinary general meeting at which its shareholders approved, by special resolution, the proposal to amend and restate the Company’s Charter to extend the date by which the Company must (1) consummate its initial business combination, (2) cease its operations except for the purpose of winding up if it fails to complete such initial business combination, and (3) redeem all of the Class A Ordinary Shares included as part of the units sold in the IPO, from August 9, 2023 to February 9, 2024, if the Company had entered into a definitive business combination agreement (the “Second Extension”). In connection with the Second Extension, a total of 16 shareholders elected to redeem an aggregate of 282,624 Class A Ordinary Shares, representing approximately 30.98% of the then issued and outstanding Class A Ordinary Shares. As a result, an aggregate of $2,942,663.64 (or approximately $10.41 per share) was released from the Trust Account to pay such shareholders.