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Washington, D.C. 20549









Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): May 9, 2024 (May 3, 2024)





(Exact name of registrant as specified in its charter)




Cayman Islands   001-40013   98-1574120
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)


57 Ocean, Suite 403

5775 Collins Avenue

Miami Beach, Florida

(Address of principal executive offices)   (Zip Code)


(786) 359-4103

(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

Units, each consisting of one Class A ordinary share and one-fifth of one redeemable warrant   RMGCU   The Nasdaq Stock Market LLC
Class A ordinary shares included as part of the units   RMGC   The Nasdaq Stock Market LLC
Redeemable warrants included as part of the units   RMGCW   The Nasdaq Stock Market LLC


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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


On May 3, 2024, Wesley Sima resigned as Chief Financial Officer of RMG Acquisition Corp. III (the “Company”). His decision to resign was not due to any dispute or disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The Company entered into a Financial Advisor Agreement (the “Consulting Agreement”) with Wesley Sima, effective May 3, 2024, under which Mr. Sima will perform consulting services as an independent contractor, including evaluating potential business combinations and preparing quarterly and annual reports, among other services.







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.


Date: May 9, 2024 By: /s/ Robert S. Mancini
  Name:  Robert S. Mancini
  Title: Chief Executive Officer and Chairman