NOTICE OF
SPECIAL MEETING
TO BE HELD ON DECEMBER 28, 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 December 28, 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 by Amendment No. 1 to Agreement and Plan of Merger dated as of November 18, 2020 (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 of shares of Class A common stock 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 nine directors who, upon consummation of the Business Combination, will become the directors of the Combined Company—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”;
(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 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)—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.”
