0001193125-22-006649.txt : 20220111 0001193125-22-006649.hdr.sgml : 20220111 20220111145129 ACCESSION NUMBER: 0001193125-22-006649 CONFORMED SUBMISSION TYPE: RW PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20220111 DATE AS OF CHANGE: 20220111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RMG Acquisition Corp. VII CENTRAL INDEX KEY: 0001847461 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: RW SEC ACT: SEC FILE NUMBER: 333-253648 FILM NUMBER: 22523664 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 RW 1 d146640drw.htm RW RW

January 11, 2022

Via EDGAR Transmission

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-6010

Attn: Thomas Jones

         Geoffrey Kruczek

 

  Re:

RMG Acquisition Corp. VII

Request for Withdrawal of Registration Statement on Form S-1

Registration No. 333-253648

Dear Messrs. Jones and Kruczek:

On February 26, 2021, RMG Acquisition Corp. VII (the “Company”) initially filed Registration Statement No. 333-253648 on Form S-1 (together with the exhibits and amendments thereto, the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”).

Pursuant to Rule 477 under the Securities Act of 1933, as amended (the “Securities Act”), the Company hereby requests that the Commission consent to the withdrawal of the Registration Statement effective as of the date hereof. The Company is seeking withdrawal of the Registration Statement because it no longer wishes to conduct a public offering of securities at this time. The Registration Statement has not been declared effective by the Commission, and no securities have been issued or sold under the Registration Statement.

The Company acknowledges that no refund will be made for fees paid to the Commission in connection with the filing of the Registration Statement. However, in accordance with Rule 457(p) under the Securities Act, the Company requests that all fees paid to the Commission in connection with the filing of the Registration Statement be credited for future use.

Please direct any questions or comments regarding this correspondence to our counsel, David Allinson of Latham & Watkins LLP, at (212) 906-1200.

Thank you for your assistance in this matter.

 

Very truly yours,
RMG ACQUISITION CORP. VII

/s/ Wesley Sima

Name: Wesley Sima
Title: Chief Financial Officer

 

cc:

Philip Kassin, RMG Capital

    

Robert Mancini, RMG Capital

David S. Allinson, Esq., Latham & Watkins LLP

Ryan J. Maierson, Esq., Latham & Watkins LLP