UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF ~~THESECURITIES~~THE ~~EXCHANGE~~ SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 9 12, 2022

Romeo Power, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-38795

83-2289787

~~001-38795~~

~~83-2289787~~

(State or other jurisdictionof incorporation)

(CommissionFile Number)

(I.R.S. EmployerIdentification No.)

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

4380 Ayers AvenueVernon, CA 90058		90058
4380 Ayers Avenue Vernon, CA 90058	90058
(Address of principal executive offices)	(Zip Code)	~~(Zip Code)~~

(833) 467-2237

(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 (see General Instruction A.2. below):

☐¨ 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
Common stock, par value $0.0001 per share	RMO	New York Stock Exchange

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 21.0201. ~~Results~~ ofEntry ~~Operations~~into ~~and~~a ~~Financial~~Material ~~Condition~~Definitive Agreement.

On May 9 12, 2022, Romeo Power, Inc., a Delaware corporation (the “Company”), ~~issued~~entered into a ~~press~~Sales ~~release~~Agreement ~~reporting~~(the ~~its~~“Sales ~~preliminary~~Agreement”) ~~results~~with ofCowen ~~operations~~and ~~for~~Company, LLC (“Cowen”), with respect to an at-the-market ~~fiscal~~offering ~~quarter~~program ~~ended~~under ~~March 31~~which the Company may offer and sell, ~~2022.~~from Atime ~~copy~~to time at its sole discretion, shares of its common stock, par value $0.0001 per share (the ~~press~~“Common ~~release~~Stock”), ishaving ~~furnished~~an ~~herewith~~aggregate offering asprice ~~Exhibit~~of ~~99.1~~up ~~and~~to is$200,000,000 ~~incorporated~~(the ~~into~~“Shares”) ~~this~~through ~~Item~~Cowen ~~2.02~~as byits ~~reference~~sales agent.

~~Additionally~~Under the Sales Agreement, onthe ~~May 9~~Company will set the parameters for the sale of Shares, ~~2022~~including the number of Shares to be issued, the ~~Company~~time ~~held~~period anduring ~~earnings~~which ~~conference~~sales ~~call~~are ~~open~~requested to be made, limitations on the ~~public~~number of Shares that may be sold in any one trading day and any minimum price below which sales may not be made. Subject to the terms of the Sales Agreement, Cowen may sell the Shares by any method that is deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the ~~"Earnings~~Securities ~~Call"~~Act of 1933, as amended, including sales made through The New York Stock Exchange (the “NYSE”) or any other trading market for the Common Stock. MsThe Company will pay Cowen a commission equal to up to three percent (3.0%) ~~Susan~~of ~~Brennan,~~the gross sales proceeds of any Shares sold through Cowen under the Sales Agreement, and has provided Cowen with customary indemnification and contribution rights. The Company's ~~Chief~~will ~~Executive~~also ~~Officer,~~reimburse ~~along~~Cowen for certain expenses incurred in connection with Mrthe Sales Agreement. ~~Kerry~~The ~~Shiba,~~Sales Agreement will terminate upon the ~~Company's~~earlier ~~Chief~~of ~~Financial~~(i) ~~Officer,~~the ~~discussed~~sale of all Shares subject to the ~~financial~~Sales ~~and~~Agreement or ~~operating~~(ii) ~~results~~termination of the ~~Company~~Sales ~~for~~Agreement in accordance with the ~~fiscal~~terms ~~quarter~~and ~~ended~~conditions ~~March 31,~~set ~~2022~~forth therein. ~~The~~Cowen will ~~power~~act ~~point~~as ~~materials~~sales ~~presented~~agent ~~during~~on ~~the~~a ~~Earnings~~commercially ~~Call~~reasonable ~~are~~efforts ~~furnished~~basis asconsistent ~~Exhibit~~with ~~99.2~~its normal trading and ~~incorporated~~sales ~~herein~~practices byand ~~reference~~applicable state and federal law, rules and regulations and the rules of the NYSE.

~~The~~Any ~~information~~Shares ~~furnished~~to inbe ~~this~~offered ~~Current~~and ~~Report~~sold onunder ~~Form~~the ~~8-K~~Sales Agreement ~~(including~~will ~~Exhibit~~be ~~99.1)~~issued ~~shall~~and ~~not~~sold bepursuant ~~deemed~~to ~~“filed”~~the ~~for~~Company’s ~~purposes~~Registration ofStatement ~~Section~~on 18Form ofS-3 ~~the~~(File ~~Securities~~No. ~~Exchange~~333-262355), ~~Act~~which ofwas filed ~~1934,~~with asthe ~~amended~~Securities ~~(the~~and “Exchange ~~Act~~Commission (“SEC”), oron ~~otherwise~~January ~~subject~~26, to2022 ~~the~~and ~~liabilities~~which ofbecame ~~that~~effective ~~Section,~~on ~~nor~~February ~~shall~~3, it2022 (the be“Registration ~~deemed~~Statement”). toThe beCompany ~~incorporated~~filed bya ~~reference~~prospectus ~~into~~supplement ~~any~~with ~~filing of~~ the ~~Company~~SEC ~~under~~on ~~the~~May ~~Securities Act of 1933~~12, as2022 ~~amended,~~in orconnection with the ~~Exchange~~offer ~~Act,~~and ~~except~~sale asof ~~expressly~~the ~~set~~Shares ~~forth~~pursuant byto ~~specific~~the ~~reference~~Sales ~~in such filing~~Agreement.

~~Item~~The 9foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is attached as Exhibit 1.011 ~~Financial~~to ~~Statements~~this Current Report on Form 8-K (this “Current Report”) and ~~Exhibits~~is incorporated herein by reference.

Paul Hastings LLP, counsel to the Company, has issued an opinion to the Company, dated May 12, 2022, relating to the validity of the Shares to be issued and sold pursuant to the Sales Agreement, a copy of which is filed as Exhibit 5.1 to this Current Report.

This Current Report shall not constitute an offer to sell or the solicitation of an offer to buy any Shares, nor shall there be any offer, solicitation or sale of the Shares in any state or country in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or country.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.

		99.1	Press release, dated May 9, 2022
1.1	Sales Agreement, dated May 12, 2022, by and between Cowen & Company, LLC and Romeo Power, Inc.
		99.2	Power Point Materials presented during the Earnings Call on May 9, 2022
5.1	Opinion of Paul Hastings LLP
		104	Cover Page Interactive Data File (embedded within the Inline XBRL document).
23.1	Consent of Paul Hastings LLP (contained in Exhibit 5.1)
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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.

	ROMEO POWER, INC.			~~ROMEO POWER, INC.~~
Date:			May 9, 2022	By:	/s/ Kerry A. Shiba
Date: May 12, 2022	By:	/s/ Matthew Sant
	Name:	Matthew Sant		~~Name:~~	~~Kerry A. Shiba~~
	Title:	General Counsel and Secretary		~~Title:~~	~~Chief Financial Officer and Treasurer~~

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