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): April 1922, 2024

RMG ACQUISITION CORP. III

(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

33140

(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 ~~NASDAQ~~The Nasdaq Stock Market LLC Class A ordinary shares included as part of the units RMGC ~~NASDAQ~~The Nasdaq Stock Market LLC Redeemable warrants included as part of the units RMGCW ~~NASDAQ~~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) 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The information contained in Item 8.01 is incorporated by reference into this Item 3.01 to the extent required.

Item 8.01 Regulation FD Disclosure

On April 819, 2024, RMG Acquisition Corp. III. (the “Company”) issued a press release ~~(the~~on ~~“Prior~~April ~~Announcement”)~~19, 2024 announcing that the Company ~~would~~was ~~not consummate~~in ~~an initial business combination by~~ the ~~date~~process ~~required by its Fourth Amended and Restated Memorandum and Articles~~ of ~~Association~~appealing (the ~~“Termination~~previously-reported ~~Date”),~~delisting determination and that ~~(i)~~ the Company ~~intended~~expected toits ~~dissolve~~securities ~~and~~would ~~liquidate,~~remain ~~effective~~listed ~~as of the close of business~~ on ~~April~~The ~~22,~~Nasdaq ~~2024,~~Capital ~~(ii)~~Market ~~that~~during the ~~Company~~appeals ~~would redeem all of the outstanding Class A ordinary shares that were included in the units sold in its initial public offering, at a per-share redemption price of approximately $10~~process.~~00 (the “Redemption”) and (iii) the Company’s securities would be delisted from Nasdaq.~~

~~However,~~On on April 19, 2024, the Company ~~issued~~was anotified ~~press~~by ~~release~~Nasdaq ~~stating~~ that, ~~notwithstanding~~it ~~anything contained in the Prior Announcement, the board of~~would ~~directors~~not ofgrant the Company ~~has subsequently determined that it is in the best interests of the Company and its shareholders to (i) continue its pursuit of~~ an ~~initial~~appeal ~~business combination (~~and ~~not~~therefore ~~liquidate~~ the Company’s ~~trust~~securities ~~account~~would orbe ~~consummate~~suspended ~~the Redemption~~ at ~~this time), and (ii) prepare and file a proxy statement seeking shareholder approval to extend~~ the ~~Termination~~close ~~Date. In addition, the Company is in the process~~ of ~~appealing~~business ~~the~~on ~~previously-reported~~April ~~delisting~~22, 2024 ~~determination~~ and ~~the~~thereafter ~~Company expects~~delisted. ~~its~~On ~~securities~~April ~~will~~22, ~~remain~~2024, ~~listed~~the onCompanny ~~The~~issued ~~Nasdaq~~a ~~Capital~~press ~~Market~~release ~~during~~announcing the ~~appeals process~~delisting.

NoThe ~~action~~Company iswill ~~required~~seek to list its securities on a market operated by OTC ~~existing~~Markets ~~shareholders~~Group ofInc. ~~the~~so that a trading market may continue to exist for such securities. The Company atintends ~~this~~to ~~time~~apply for re-listing on The Nasdaq Capital Market or another national securities exchange in connection with a business combination.

AAs ~~copy~~of the date of this report, the ~~press~~Company ~~release~~has isnot ~~attached~~received ~~hereto~~approval from asOTC ~~Exhibit~~Markets 99Group Inc.1, The Nasdaq Capital Market or any other stock exchange for such listing or re-listing, and isthere ~~incorporated~~can ~~herein~~be byno assurance ~~reference~~that the Company will obtain such approval.

~~Item~~A ~~9.01~~copy ~~Financial~~of ~~Statements~~the press release is attached hereto as Exhibit 99.1 and is ~~Exhibits~~incorporated herein by reference.

~~(d)~~Item 9.01 Financial Statements and Exhibits.

99.1		Press Release, dated April 19, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

(d) Exhibits.

SIGNATURES

99.1

Press Release, dated April 22, 2024

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~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.~~1

Dated: April 19, 2024
RMG ACQUISITION CORP. III
By:	/s/ Robert S. Mancini
Name:	Robert S. Mancini
Title:	Chief Executive Officer

SIGNATURES

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: April 22, 2024

RMG ACQUISITION CORP. III

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

Filing Compare · RMG Acquisition Corp. III