SEC Comment Letter 0000000000-23-007725 to RMG Acquisition Corp. III (RMGCF) (CIK 0001838108)
RMG Acquisition Corp. III (RMGCF) (CIK 0001838108)
Date: July 20, 2023 · CIK: 0001838108 · Accession: 0000000000-23-007725
AI Filing Summary & Sentiment
File numbers found in text: 001-40013
Letter
United States securities and exchange commission logo July 20, 2023 Phillip Kassin President RMG Acquisition Corp. III 57 Ocean, Suite 403 5775 Collins Ave. Miami Beach, Florida 33140 Re:RMG Acquisition Corp. III Preliminary Proxy Statement on Schedule 14A Filed July 14, 2023 File No. 001-40013 Dear Phillip Kassin: 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 comments apply 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 July 14, 2023 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 consequences of liquidation to investors, such as the losses of the
FirstName LastNamePhillip Kassin Comapany NameRMG Acquisition Corp. III July 20, 2023 Page 2 FirstName LastName Phillip Kassin RMG Acquisition Corp. III July 20, 2023 Page 2 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 Sarah Sidwell at 202-551-4733 or Evan Ewing at 202-551-5920 with any questions. Sincerely, Division of Corporation Finance Office of Manufacturing cc: Om Pandya
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United States securities and exchange commission logo
July 20, 2023
Phillip Kassin
President
RMG Acquisition Corp. III
57 Ocean, Suite 403
5775 Collins Ave.
Miami Beach, Florida 33140
Re:RMG Acquisition Corp. III
Preliminary Proxy Statement on Schedule 14A
Filed July 14, 2023
File No. 001-40013
Dear Phillip Kassin:
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
comments apply 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 July 14, 2023
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 consequences of liquidation to investors, such as the losses of the
FirstName LastNamePhillip Kassin
Comapany NameRMG Acquisition Corp. III
July 20, 2023 Page 2
FirstName LastName
Phillip Kassin
RMG Acquisition Corp. III
July 20, 2023
Page 2
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 Sarah Sidwell at 202-551-4733 or Evan Ewing at 202-551-5920 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc: Om Pandya