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): ~~October~~July 179, ~~2024 (October 15, 2024)~~2025

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))

☐ 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	(1)
Class A ordinary shares included as part of the units	RMGC	(1)
Redeemable warrants included as part of the units	RMGCW	(1)

None

~~(1)~~Indicate ~~On April 19, 2024, RMG Acquisition Corp. III (the “Company”) was notified~~ by ~~the~~check ~~Listing~~mark ~~Qualifications~~whether ~~Department of~~ the ~~Nasdaq~~registrant is ~~Stock~~an ~~Market~~emerging ~~LLC~~growth ~~that~~company ~~the~~as ~~Company’s~~defined ~~securities~~in ~~(Class~~Rule A405 ~~ordinary~~of ~~shares, redeemable warrants and units) would be subject to suspension and delisting from~~ the ~~Nasdaq~~Securities ~~Capital~~Act ~~Market (“Nasdaq”) at the opening~~ of ~~business~~1933 ~~on April 22, 2024 due to the Company’s non-compliance with certain Nasdaq Listing Rules~~(§230.405) ~~Accordingly,~~or aRule ~~Form 25~~12b-~~NSE~~2 ~~was~~of ~~filed with~~ the ~~U.S.~~ Securities ~~and~~ Exchange Act ~~Commission~~of on1934 ~~February~~(§240.12b-2 ~~15,~~of ~~2024,~~this ~~which removed the Company’s securities listing and registration on Nasdaq~~chapter).

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 5.0302. ~~Amendments~~Departure toof ~~Articles~~Directors or Certain Officers; Election of ~~Incorporation~~Directors; orAppointment ~~Bylaws~~of Certain Officers; ~~Change~~Compensatory inArrangements ~~Fiscal~~of ~~Year~~Certain Officers.

~~The~~Director ~~information~~and ~~disclosed~~Officer ~~in Item 5.07 of this Current Report on Form 8-K (this “Current Report”) under the heading “Proposal 1” is incorporated by reference into this Item 5.03 to the extent required.~~Resignation

~~Item~~On 5July 9, 2025, Catherine D.07 Rice, Craig Broderick and W. ~~Submission~~Thaddeus Miller resigned from the board of ~~Matters~~directors toof aRMG ~~Vote~~Acquisition Corp. III (the “Company”), D. James Carpenter resigned as Executive Vice President of ~~Security~~the ~~Holders~~Company, and that certain Financial Advisor Agreement (the “Consulting Agreement”), by and between the Company and Wesley Sima, effective May 3, 2024, was terminated in accordance with its terms. The decision of these individuals 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.

~~Extraordinary~~Item ~~General~~7.01 ~~Meeting~~Regulation FD Disclosure

On ~~October~~July 159, ~~2024~~2025, ~~the~~RMG ~~Company~~Acquisition ~~held~~Corp. anIII. ~~extraordinary general meeting~~ (the “~~Extraordinary General Meeting~~Company”), issued ata ~~which~~press ~~holders~~release ofannouncing that because the Company’s ~~12,098,478~~will ~~ordinary~~not ~~shares,~~consummate ~~comprised~~an ofinitial ~~the Company’s~~business ~~Class~~combination Awithin ~~Ordinary Shares, and~~ the ~~Company’s~~time ~~Class~~period required Bby ~~Ordinary~~its ~~Shares,~~Fifth ~~were~~Amended ~~present~~and inRestated ~~person~~Memorandum orand byArticles ~~proxy~~of Association, ~~representing approximately~~the ~~95.79%~~Company ofintends ~~the~~to ~~voting~~redeem ~~power~~all of the ~~12,630,084 issued and~~ outstanding ~~ordinary~~ shares of ~~the Company, comprised of 4,055,084~~ Class A ~~Ordinary~~ordinary ~~Shares~~shares ~~and~~that ~~8,575,000~~were ~~Class~~included Bin ~~Ordinary Shares, entitled to vote at~~ the ~~Extraordinary~~units ~~General~~sold ~~Meeting~~in atits ~~the~~initial ~~close~~public ofoffering ~~business on September 20, 2024, which was the record date~~ (the “~~Record~~Public ~~Date~~Shares”) ~~for the Extraordinary General Meeting. The Company’s~~, ~~shareholders~~at ~~of record as of the close of business on the Record Date are referred to herein as “Shareholders”. In connection with the Fourth Extension (as defined below),~~ a ~~total~~per-share ofredemption 18price ~~Shareholders have elected to redeem an aggregate~~ of ~~473,063 Class A Ordinary Shares, representing~~ approximately 11$10.~~67%~~00 ofand ~~the~~thereafter ~~issued~~dissolve and ~~outstanding Class A Ordinary Shares as of the Record Date~~liquidate. ~~A summary of the voting results at the Extraordinary General Meeting for the proposal is set forth below.~~

~~Proposal~~As 1of the close of business on July 9, 2025, the Public Shares will be deemed cancelled and will represent only the right to receive the redemption amount. Record holders will receive their pro rata portion of the proceeds of the trust account, subject to the Company’s obligations under Cayman Islands law to provide for claims of creditors, by delivering their Public Shares to Continental Stock Transfer & Trust Company, the Company’s transfer agent. Beneficial owners of Public Shares held in “street name,” however, will not need to take any action in order to receive the redemption amount. The redemption of the Public Shares is expected to be completed within ten business days after July 9, 2025.

~~The~~RMG ~~Shareholders~~Sponsor ~~approved~~III, byLLC ~~special resolution,~~ (the proposal to amend and restate the Company’s Amended and Restated Memorandum and Articles of Association in the form set forth in Annex A of the proxy statement to extend the date by which the Company must (1) consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination (an “~~initial business combination~~Sponsor”), ~~(2)~~has ~~cease~~agreed ~~its~~to ~~operations except for the purpose of winding~~waive upits ifredemption itrights ~~fails~~with respect to ~~complete such initial business combination, and~~ (3i) ~~redeem~~its ~~all~~outstanding ~~of the~~ Class AB ~~Ordinary~~ordinary ~~Shares~~shares ~~included~~issued asprior ~~part~~to of the ~~units~~ ~~sold in the~~ Company’s initial public offering and ~~that~~(ii) ~~was~~its ~~consummated on February 9~~3, ~~2021~~500,000 ~~from~~outstanding ~~August~~Class 9,A ~~2024,~~ordinary toshares ~~November~~that ~~9, 2024~~were ~~and~~converted byfrom upClass toB ~~nine~~ordinary ~~additional~~shares ~~times~~into byClass anA ~~additional~~ordinary ~~month~~shares on ~~each~~December ~~time~~26, at2023. ~~the~~There ~~sole~~will ~~discretion~~be ofno ~~the~~redemption ~~board~~rights ofor ~~directors,~~liquidating ~~for~~distributions awith ~~total of~~respect up to ~~twelve months, to August 9, 2025 (~~the ~~“Fourth~~Company's ~~Extension” and such proposal~~warrants, ~~the~~which ~~“Extension Proposal”).~~will ~~The~~expire ~~voting results for such proposal were as follows:~~worthless.

For		Against		Abstain		Broker Non-Votes
12,097,174		1,304		-		-

Nasdaq filed a Form 25 with the United States Securities and Exchange Commission (the “Commission”) to delist the Company’s securities on June 28, 2024. The Company hereafter expects to file a Form 15 with the Commission to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended.

~~Effective~~The ~~October~~board ~~15,~~of ~~2024,~~directors toof ~~effectuate~~ the ~~Fourth~~Company ~~Extension,~~has ~~the~~recommended and approved that, ~~Company~~in ~~filed~~connection with the ~~Cayman~~redemption ~~Islands~~and ~~Registrar~~delisting of ~~Companies~~ the ~~Fifth~~Company’s ~~Amended~~Public ~~and~~Shares ~~Restated Memorandum~~ and ~~Articles~~distribution of ~~Association~~its ~~of the~~trust ~~Company~~account, (the ~~“Fifth~~Company appoint AAlvarez &R ~~Charter”).~~Marsal ~~The~~Cayman ~~foregoing~~Islands ~~description~~Limited as voluntary liquidators of the ~~Fifth~~Company. ~~A&R~~The ~~Charter~~voluntary ~~does~~liquidators’ ~~not~~role ~~purport~~will include todetermining bethe ~~complete~~ next steps for liquidating and/or isdistributing ~~qualified~~the inCompany’s ~~its~~remaining ~~entirety~~assets byfollowing the ~~terms~~redemption of the ~~Fifth~~Public ~~A&R~~Shares. ~~Charter,~~The aproposed ~~copy~~voluntary ofliquidators ~~which~~are iswholly ~~attached~~independent ~~hereto~~of asthe ~~Exhibit~~Company’s ~~3.1~~existing ~~and~~management, ~~incorporated~~its board of ~~herein~~directors byand ~~reference~~its Sponsor.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

~~Proposal~~The 2information in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished pursuant to Item 7.01 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any of the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in any such filing.

The proposal to adjourn the Extraordinary General Meeting to a later date or dates, if necessary or convenient, (i) to permit further solicitation and vote of proxies in the event that there were insufficient votes for, or otherwise in connection with, the approval of the Extension Proposal or (ii) if the Company’s board of directors determines before the Extraordinary General Meeting that it is not necessary or no longer desirable to proceed with the Extension Proposal, was not presented at the Extraordinary General Meeting, and the Extension Proposal received a sufficient number of votes for approval.1

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release, dated July 9, 2025
3.1		Fifth Amended and Restated Memorandum and Articles of Association of the Company.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)
104*		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Furnished herewith.2

2SIGNATURES

~~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.

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: July 9, 2025

RMG ACQUISITION CORP. III

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

~~Dated: October 17, 2024~~3

RMG ACQUISITION CORP. III By: /s/ Robert S. Mancini Name: Robert S. Mancini Title: Chief Executive Officer

Filing Compare · RMG Acquisition Corp. III