0001104659-21-012415.txt : 20210204 0001104659-21-012415.hdr.sgml : 20210204 20210204200621 ACCESSION NUMBER: 0001104659-21-012415 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20210204 FILED AS OF DATE: 20210204 DATE AS OF CHANGE: 20210204 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RMG Sponsor III, LLC CENTRAL INDEX KEY: 0001842049 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40013 FILM NUMBER: 21592910 BUSINESS ADDRESS: STREET 1: 50 WEST STREET STREET 2: SUITE 40C CITY: NEW YORK STATE: NY ZIP: 10006 BUSINESS PHONE: (212) 785 - 2579 MAIL ADDRESS: STREET 1: 50 WEST STREET STREET 2: SUITE 40C CITY: NEW YORK STATE: NY ZIP: 10006 FORMER NAME: FORMER CONFORMED NAME: RMG Sponsor. III, LLC DATE OF NAME CHANGE: 20210125 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MKC Investments LLC CENTRAL INDEX KEY: 0001764521 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40013 FILM NUMBER: 21592911 BUSINESS ADDRESS: STREET 1: C/O RMG ACQUISITION CORP. STREET 2: 50 WEST STREET, SUITE 40C CITY: NEW YORK STATE: NY ZIP: 10006 BUSINESS PHONE: (212) 785-2579 MAIL ADDRESS: STREET 1: C/O RMG ACQUISITION CORP. STREET 2: 50 WEST STREET, SUITE 40C CITY: NEW YORK STATE: NY ZIP: 10006 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Carpenter David James CENTRAL INDEX KEY: 0001764088 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40013 FILM NUMBER: 21592912 MAIL ADDRESS: STREET 1: C/O RMG ACQUISITION CORP. STREET 2: 50 WEST STREET, SUITE 40C CITY: NEW YORK STATE: NY ZIP: 10006 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mancini Robert S. CENTRAL INDEX KEY: 0001763992 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40013 FILM NUMBER: 21592913 MAIL ADDRESS: STREET 1: C/O RMG ACQUISITION CORP. STREET 2: 50 WEST STREET, SUITE 40C CITY: NEW YORK STATE: NY ZIP: 10006 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KASSIN PHILIP CENTRAL INDEX KEY: 0001732329 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40013 FILM NUMBER: 21592914 MAIL ADDRESS: STREET 1: 3 COLUMBUS CIRCLE CITY: NEW YORK STATE: NY ZIP: 10019 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: RMG Acquisition Corp. III CENTRAL INDEX KEY: 0001838108 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 50 WEST STREET STREET 2: SUITE 40C CITY: NEW YORK STATE: NY ZIP: 10006 BUSINESS PHONE: (212) 785 - 2579 MAIL ADDRESS: STREET 1: 50 WEST STREET STREET 2: SUITE 40C CITY: NEW YORK STATE: NY ZIP: 10006 3 1 tm215195-6_3seq1.xml OWNERSHIP DOCUMENT X0206 3 2021-02-04 0 0001838108 RMG Acquisition Corp. III RMGC 0001842049 RMG Sponsor III, LLC C/O RMG ACQUISITION CORP. III 50 WEST STREET, SUITE 40C NEW YORK NY 10006 0 0 1 0 0001764521 MKC Investments LLC C/O RMG ACQUISITION CORP. 50 WEST STREET, SUITE 40C NEW YORK NY 10006 1 0 1 0 0001764088 Carpenter David James C/O RMG ACQUISITION CORP. 50 WEST STREET, SUITE 40C NEW YORK NY 10006 1 0 1 0 0001763992 Mancini Robert S. C/O RMG ACQUISITION CORP. 50 WEST STREET, SUITE 40C NEW YORK NY 10006 1 1 1 0 Chief Executive Officer 0001732329 KASSIN PHILIP C/O RMG ACQUISITION CORP. III, 50 WEST STREET, SUITE 40C NEW YORK NY 10006 1 1 1 0 President, COO Class B Common Stock Class A Common Stock 12075000 I See footnote The Class B common stock is convertible into shares of Class A common stock on a one-for-one basis, subject to adjustment, at the option of the holder and will automatically convert into shares of Class A common stock at the completion of the Issuer's initial business combination. RMG Sponsor III, LLC ("Sponsor") is the record holder of the shares reported herein. MKC Investments LLC is the sole managing member of Sponsor, and Messrs. Carpenter, Mancini and Kassin are the managing members of MKC Investments LLC. As such, each of Messrs. Carpenter, Mancini and Kassin may be deemed to share beneficial ownership of the Class B common stock held directly by Sponsor. Each such individual disclaims any beneficial ownership of such shares other than to the extent of his pecuniary interest therein, if any. Exhibit 24.1 - Power of Attorney Exhibit 24.2 - Power of Attorney Exhibit 24.3 - Power of Attorney RMG Sponsor III, LLC By: MKC Investments LLC, its sole managing member By: /s/ Wesley Sima, Attorney-in-fact for Philip Kassin, President and Chief Operating Officer 2021-02-04 MKC Investments LLC By: /s/ Wesley Sima, Attorney-in-fact for Philip Kassin, President and Chief Operating Officer 2021-02-04 /s/ Wesley Sima, Attorney-in-fact for David James Carpenter 2021-02-04 /s/ Wesley Sima, Attorney-in-fact for Robert S. Mancini 2021-02-04 /s/ Wesley Sima, Attorney-in-fact for Philip Kassin 2021-02-04 EX-24.1 2 tm215195d6_ex24-1.htm EXHIBIT 24.1

 

Exhibit 24.1

 

POWER OF ATTORNEY

 

With respect to holdings of and transactions in securities issued by RMG Acquisition Corp. III (the “Company”), the undersigned hereby constitutes and appoints the individuals named on Schedule A attached hereto and as may be amended from time to time, or any of them signing singly, with full power of substitution and resubstitution, to act as the undersigned’s true and lawful attorney-in-fact to:

 

  1. prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the United States Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain and/or regenerate codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934, as amended, or any rule or regulation of the SEC;

 

2.execute for and on behalf of the undersigned, Forms 3, 4, and 5 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and the rules thereunder;

 

3.do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and

 

4.take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution and resubstitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorneys-in-fact substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.

 

The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended.

 

This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by RMG Acquisition Corp. III, (b) revocation by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact or (c) as to any attorney-in-fact individually, until such attorney-in-fact is no longer an employee of RMG Acquisition Corp. III.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of January 20, 2021.

 

  David James Carpenter
   
  Signature: /s/ David James Carpenter
  Print Name: David James Carpenter
  Print Title: Director

 

 

 

 

Schedule A

 

Individuals Appointed as Attorney-in-Fact with Full Power of Substitution and Resubstitution

 

Robert S. Mancini

Philip Kassin

Wesley Sima

 

 

 EX-24.2 3 tm215195d6_ex24-2.htm EXHIBIT 24.2

 

Exhibit 24.2

 

POWER OF ATTORNEY

 

With respect to holdings of and transactions in securities issued by RMG Acquisition Corp. III (the “Company”), the undersigned hereby constitutes and appoints the individuals named on Schedule A attached hereto and as may be amended from time to time, or any of them signing singly, with full power of substitution and resubstitution, to act as the undersigned’s true and lawful attorney-in-fact to:

 

1.prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the United States Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain and/or regenerate codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934, as amended, or any rule or regulation of the SEC;

 

2.execute for and on behalf of the undersigned, Forms 3, 4, and 5 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and the rules thereunder;

 

3.do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and

 

4.take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution and resubstitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorneys-in-fact substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.

 

The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended.

 

This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by RMG Acquisition Corp. III, (b) revocation by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact or (c) as to any attorney-in-fact individually, until such attorney-in-fact is no longer an employee of RMG Acquisition Corp. III.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of January 20, 2021.

 

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

 

 

 

 

Schedule A

 

Individuals Appointed as Attorney-in-Fact with Full Power of Substitution and Resubstitution

 

Robert S. Mancini

Philip Kassin

Wesley Sima

 

 

 EX-24.3 4 tm215195d6_ex24-3.htm EXHIBIT 24.3

 

Exhibit 24.3

 

POWER OF ATTORNEY

 

With respect to holdings of and transactions in securities issued by RMG Acquisition Corp. III (the “Company”), the undersigned hereby constitutes and appoints the individuals named on Schedule A attached hereto and as may be amended from time to time, or any of them signing singly, with full power of substitution and resubstitution, to act as the undersigned’s true and lawful attorney-in-fact to:

 

1.prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the United States Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain and/or regenerate codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934, as amended, or any rule or regulation of the SEC;

 

2.execute for and on behalf of the undersigned, Forms 3, 4, and 5 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and the rules thereunder;

 

3.do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and

 

4.take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution and resubstitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorneys-in-fact substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.

 

The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended.

 

This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by RMG Acquisition Corp. III, (b) revocation by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact or (c) as to any attorney-in-fact individually, until such attorney-in-fact is no longer an employee of RMG Acquisition Corp. III.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of January 20, 2021.

 

  Philip Kassin
   
  Signature: /s/ Philip Kassin
  Print Name: Philip Kassin
  Print Title: President, Chief Operating Officer

 

 

Schedule A

 

Individuals Appointed as Attorney-in-Fact with Full Power of Substitution and Resubstitution

 

Robert S. Mancini

Philip Kassin

Wesley Sima