SEC Comment Letter 0000000000-22-012735 to RMG Acquisition Corp. III (RMGCF) (CIK 0001838108)
RMG Acquisition Corp. III (RMGCF) (CIK 0001838108)
Date: Nov. 23, 2022 · CIK: 0001838108 · Accession: 0000000000-22-012735
AI Filing Summary & Sentiment
File numbers found in text: 001-40013
Letter
United States securities and exchange commission logo November 23, 2022 D. James Carpenter Chairman RMG Acquisition Corp. III 57 Ocean, Suite 403 5775 Collins Avenue Miami Beach, FL 33140 Re:RMG Acquisition Corp. III Preliminary Proxy Statement on Schedule 14A Filed November 17, 2022 File No. 001-40013 Dear D. James Carpenter: We have reviewed your filing and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this comment within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment, we may have additional comments. Preliminary Proxy Statement on Schedule 14A filed November 17, 2022 General 1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the
FirstName LastNameD. James Carpenter Comapany NameRMG Acquisition Corp. III November 23, 2022 Page 2 FirstName LastName D. James Carpenter RMG Acquisition Corp. III November 23, 2022 Page 2 consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Kibum Park at 202-551-6836 or Jeffrey Gabor at 202-551-2544 with any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: David S. Allinson, Esq.
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United States securities and exchange commission logo
November 23, 2022
D. James Carpenter
Chairman
RMG Acquisition Corp. III
57 Ocean, Suite 403
5775 Collins Avenue
Miami Beach, FL 33140
Re:RMG Acquisition Corp. III
Preliminary Proxy Statement on Schedule 14A
Filed November 17, 2022
File No. 001-40013
Dear D. James Carpenter:
We have reviewed your filing and have the following comment. In our comment, we may
ask you to provide us with information so we may better understand your disclosure.
Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this comment, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed November 17, 2022
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination. For instance, discuss the risk to investors that you may not be able to
complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that
as a result, the pool of potential targets with which you could complete an initial business
combination may be limited. Further, disclose that the time necessary for government
review of the transaction or a decision to prohibit the transaction could prevent you from
completing an initial business combination and require you to liquidate. Disclose the
FirstName LastNameD. James Carpenter
Comapany NameRMG Acquisition Corp. III
November 23, 2022 Page 2
FirstName LastName
D. James Carpenter
RMG Acquisition Corp. III
November 23, 2022
Page 2
consequences of liquidation to investors, such as the losses of the investment opportunity
in a target company, any price appreciation in the combined company, and the warrants,
which would expire worthless.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Kibum Park at 202-551-6836 or Jeffrey Gabor at 202-551-2544 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: David S. Allinson, Esq.