UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~July 28~~August 2, 2021

RMG Acquisition Corporation II

(Exact Name of Registrant as Specified in Charter)

Cayman Islands	001-39776	98-1550286
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)


57 Ocean, Suite 403
5775 Collins Avenue
Miami Beach, Florida		33140
(Address of Principal Executive Offices)		(Zip Code)

(786) 584-8352

(Registrant’s telephone number, including area code) (Former

~~(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
Units, each consisting of one share of Class A ordinary shares and one-third of one redeemable warrant	RMGBU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	RMGB	The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one share of Class A ordinary shares at an exercise price of $11.50	RMGBW	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 8.01 Other Events.

On ~~July 28~~August 2, 2021, RMG Acquisition Corporation II (“RMG II”) ~~and ReNew Power Private Limited (“ReNew Power”)~~ issued a ~~joint~~ press release ~~announcing~~ ~~that the U.S. Securities and Exchange Commission (the “SEC”) has declared effective the registration statement on Form F-4 of ReNew Energy Global plc (“ReNew Global”)~~ in connection with ~~the~~its ~~business~~upcoming ~~combination of RMG II and ReNew Power (the “Business Combination”) and that RMG II’s~~ extraordinary general meeting of shareholders, ~~(the~~scheduled ~~“Extraordinary~~for ~~General Meeting”) to vote on certain proposals relating to the Business Combination will be held on~~ August 16, 2021 at 9:00 a.m. ~~Eastern~~A ~~Time~~copy ~~as a hybrid virtual meeting at the following address: https://www.cstproxy.com/rmgii/2021. The record date for those eligible to receive notice~~ of ~~and to vote at~~ the ~~Extraordinary~~press ~~General Meeting~~release is ~~July 20,~~attached ~~2021.~~hereto ~~RMG~~as ~~II expects to mail its definitive proxy statement and related information regarding the Business Combination and the Extraordinary General Meeting on, or about, July 30, 2021~~Exhibit 99. ~~In connection with the Extraordinary General Meeting, RMG II shareholders that wish to exercise their redemption rights must do so no later than 9:00 a~~1.m. ~~Eastern Time on August 12, 2021 by following the procedures as specified in the definitive proxy statement for the Extraordinary General Meeting.~~

AItem ~~copy~~9.01 ofFinancial ~~the~~Statements ~~press~~and ~~release is attached hereto as Exhibit 99~~Exhibits.1.

~~Item 9.01 Financial Statements and~~ Exhibits.:

Exhibits:


Exhibit No.		Description

99.1		Press Release, dated August 2, 2021

Exhibit No.		Description
99.1		Press Release, dated July 28, 2021

Important Information and Where to Find It

~~Important~~This ~~Information~~document relates to a proposed transaction between ReNew Power Private Limited (“ReNew Power”) and ~~Where~~RMG II. This document does not constitute an offer to ~~Find~~sell Itor exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. ReNew Energy Global plc (“ReNew Global”) filed a registration statement on Form F-4 on May 17, 2021 that includes a proxy statement of RMG II and a prospectus of ReNew Global. The proxy statement/prospectus will be sent to all RMG II shareholders. RMG II also will file other documents regarding the proposed transaction with the SEC. Before making any voting decision, investors and security holders of RMG II are urged to read the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transaction as they become available because they will contain important information about the proposed transaction.

~~This~~Investors ~~document relates to a proposed transaction between ReNew~~ and ~~RMG~~security ~~II.~~holders ~~This~~will ~~document~~be ~~does~~able ~~not constitute an offer~~ to ~~sell~~obtain orfree ~~exchange,~~copies orof the ~~solicitation~~proxy statement/prospectus ofand anall ~~offer~~other torelevant ~~buy~~documents orfiled ~~exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale~~ or ~~exchange~~that ~~would~~will be ~~unlawful~~filed ~~prior~~with ~~to registration or qualification under~~ the ~~securities~~SEC ~~laws~~by ~~of any such jurisdiction.~~ ReNew Global ~~filed a registration statement on Form F-4 on May 17, 2021 that includes a proxy statement of RMG II~~ and ~~a prospectus of ReNew Global. The proxy statement/prospectus will be sent to all~~ RMG II ~~shareholders.~~through ~~RMG II also will file other documents regarding~~ the ~~proposed~~website ~~transaction~~maintained ~~with~~by the SEC. ~~Before~~at ~~making~~www.sec.gov. ~~any~~In ~~voting decision~~addition, ~~investors~~the ~~and~~documents ~~security~~filed ~~holders~~by of RMG II ~~are~~may ~~urged~~be toobtained ~~read~~free ~~the~~of ~~registration~~charge ~~statement,~~from ~~the~~RMG ~~proxy~~II’s ~~statement/prospectus~~website ~~and~~at ~~all~~www.rmgacquisition.com ~~other relevant documents filed~~ or ~~that~~by ~~will~~written berequest ~~filed~~to ~~with~~RMG ~~the~~II ~~SEC~~at inRMG ~~connection~~Acquisition ~~with~~Corporation ~~the~~II, ~~proposed~~50 ~~transaction~~West asStreet, ~~they~~Suite ~~become~~40C, ~~available~~New ~~because~~York, ~~they~~New ~~will~~York ~~contain important information about the proposed transaction~~10006.

~~Investors~~Participants ~~and~~in ~~security holders will be able to obtain free copies of~~ the ~~proxy~~Solicitation statement/prospectus and all other relevant documents filed or that will be filed with the SEC by ReNew Global and RMG II through the website maintained by the SEC at www.sec.gov. In addition, the documents filed by RMG II may be obtained free of charge from RMG II’s website at www.rmgacquisition.com or by written request to RMG II at RMG Acquisition Corporation II, 50 West Street, Suite 40C, New York, New York 10006.

~~Participants~~RMG II, ReNew Global and ReNew and their respective directors and officers may be deemed to be participants in the ~~Solicitation~~solicitation of proxies from

RMG II~~, ReNew Global and ReNew and their respective directors and officers may be deemed to be participants in the solicitation of proxies from RMG II~~’s shareholders in connection with the proposed transaction. Information about RMG II’s directors and executive officers and their ownership of RMG II’s securities is set forth in RMG II’s filings with the SEC, including RMG II’s amendment no. 2 to its Annual Report on Form 10-K/A, which was filed with the SEC on May 11, 2021. To the extent that holdings of RMG II’s securities have changed since the amounts printed in RMG II’s proxy statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Additional information regarding the interests of those persons and other persons who may be deemed participants in the proposed transaction may be obtained by reading the proxy statement/prospectus regarding the proposed transaction when it becomes available. You may obtain free copies of these documents as described in the preceding paragraph.

NoRMG ~~Offer~~II’s securities is set forth in RMG II’s filings with the SEC, including RMG II’s amendment no. 2 to its Annual Report on Form 10-K/A, which was filed with the SEC on May 11, 2021. To the extent that holdings of RMG II’s securities have changed since the amounts printed in RMG II’s proxy statement, such changes have been or ~~Solicitation~~will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Additional information regarding the interests of those persons and other persons who may be deemed participants in the proposed transaction may be obtained by reading the proxy statement/prospectus regarding the proposed transaction when it becomes available. You may obtain free copies of these documents as described in the preceding paragraph.

~~This~~No ~~communication~~Offer ~~shall neither constitute an offer to sell~~ or ~~the~~Solicitation solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

~~Forward~~This ~~Looking~~communication ~~Statements~~shall neither constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

This document contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed transaction between ReNew, ReNew Global and RMG II, including statements regarding the benefits of the transaction, the anticipated timing of the transaction, the services offered by ReNew and the markets in which it operates, and ReNew’s projected future results. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward~~-looking~~ ~~statements are~~Looking ~~predictions,~~Statements projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this document, including but not limited to: (i) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the price of RMG II’s securities, (ii) the risk that the transaction may not be completed by RMG II’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by RMG II, (iii) the failure to satisfy the conditions to the consummation of the transaction, including the adoption of the agreement and plan of merger by the shareholders of RMG II, the satisfaction of the minimum trust account amount following redemptions by RMG II’s public shareholders and the receipt of certain governmental and regulatory approvals, (iv) the lack of a third party valuation in determining whether or not to pursue the proposed transaction, (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the agreement and plan of merger, (vi) the effect of the announcement or pendency of the transaction on ReNew’s business relationships, performance, and business generally, (vii) risks that the proposed transaction disrupts current plans of ReNew or diverts management’s attention from ReNew’s ongoing business operations and potential difficulties in ReNew employee retention as a result of the proposed transaction, (viii) the outcome of any legal proceedings that may be instituted against ReNew, RMG II or their respective directors or officers related to the agreement and plan of merger or the proposed transaction, (ix) the amount of the costs, fees, expenses and other charges related to the proposed transaction, (x) the ability to maintain the listing of RMG II’s securities on The Nasdaq Stock Market LLC, (xi) the price of RMG II’s securities may be volatile due to a variety of factors, including changes in the competitive and highly regulated industries in which ReNew plans to operate, variations in performance across competitors, changes in laws and regulations affecting ReNew’s business and changes in the combined capital structure, (xii) the ability to implement business plans, forecasts, and other expectations after the completion of the proposed transaction, and identify and realize additional opportunities, including the conversion of pre-orders into binding orders, (xiii) the ability of RMG II to issue equity or equity-linked securities in connection with the transaction or in the future, (xiv) the risk of downturns in the renewable energy industry and (xv) the impact of the global COVID-19 pandemic on any of the foregoing. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of ReNew Global’s proxy statement/prospectus on Form F-4, the proxy statement/prospectus discussed below, RMG II’s amendment no. 2 to its Annual Report on Form 10-K/A and other documents filed by ReNew Global or RMG II from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and ReNew Global, ReNew and RMG II assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. None of ReNew Global, ReNew or RMG II give any assurance that ReNew Global, ReNew or RMG II will achieve its expectations. The inclusion of any statement in this communication does not constitute an admission by ReNew Global, ReNew or RMG II or any other person that the events or circumstances described in such statement are material.

~~SIGNATURE~~This document contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed transaction between ReNew, ReNew Global and RMG II, including statements regarding the benefits of the transaction, the anticipated timing of the transaction, the services offered by ReNew and the markets in which it operates, and ReNew’s projected future results. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and

~~Pursuant~~uncertainties. toMany ~~the~~factors ~~requirements~~could ofcause ~~the~~actual ~~Securities~~future ~~Exchange~~events ~~Act~~to ofdiffer ~~1934,~~materially from the ~~registrant~~forward-looking ~~has~~statements ~~duly~~in ~~caused~~ this ~~report~~document, including but not limited to: (i) the risk that the transaction may not be ~~signed~~completed onin ~~its~~a ~~behalf~~timely bymanner or at all, which may adversely affect the ~~undersigned hereunto~~price ~~duly~~of ~~authorized.~~RMG II’s

~~Dated:~~securities, ~~July~~(ii) the 28risk that the transaction may not be completed by RMG II’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by RMG II, ~~2021~~(iii) the failure to satisfy the conditions to the consummation of the transaction, including the adoption of the agreement and plan of merger by the shareholders of RMG II, the satisfaction of the minimum trust account amount following redemptions by RMG II’s public shareholders and the receipt of certain governmental and regulatory approvals, (iv) the lack of a third party valuation in determining whether or not to pursue the proposed transaction, (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the agreement and plan of merger, (vi) the effect of the announcement or pendency of the transaction on ReNew’s business relationships, performance, and business generally, (vii) risks that the proposed transaction disrupts current plans of ReNew or diverts management’s attention from ReNew’s ongoing business operations and potential difficulties in ReNew employee retention as a result of the proposed transaction, (viii) the outcome of any legal proceedings that may be instituted against ReNew, RMG II or their respective directors or officers related to the agreement and plan of merger or the proposed transaction, (ix) the amount of the costs, fees, expenses and other charges related to the proposed transaction, (x) the ability to maintain the listing of RMG II’s securities on The Nasdaq Stock Market LLC, (xi) the price of RMG II’s securities may be volatile due to a variety of factors, including changes in the competitive and highly regulated industries in which ReNew plans to operate, variations in performance across competitors, changes in laws and regulations affecting ReNew’s business and changes in the combined capital structure, (xii) the ability to implement business plans, forecasts, and other expectations after the completion of the proposed transaction, and identify and realize additional opportunities, including the conversion of pre-orders into binding orders, (xiii) the ability of RMG II to issue equity or equity-linked securities in connection with the transaction or in the future, (xiv) the risk of downturns in the renewable energy industry and (xv) the impact of the global COVID-19 pandemic on any of the foregoing. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of ReNew Global’s proxy statement/prospectus on Form F-4, the proxy statement/prospectus discussed below, RMG II’s amendment no. 2 to its Annual Report on Form 10-K/A and other documents filed by ReNew Global or RMG II from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and ReNew Global, ReNew and RMG II assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. None of ReNew Global, ReNew or RMG II give any assurance that ReNew Global, ReNew or RMG II will achieve its expectations. The inclusion of any statement in this communication does not constitute an admission by ReNew Global, ReNew or RMG II or any other person that the events or circumstances described in such statement are material.

~~RMG~~SIGNATURE ~~Acquisition Corporation II By: /s/ Robert S. Mancini Robert S. Mancini Chief Executive Officer~~

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.

Dated: August 2, 2021


RMG Acquisition Corporation II

By:		/s/ Robert S. Mancini
		Robert S. Mancini
		Chief Executive Officer

Filing Compare · RMG Acquisition Corp. II