SecProbe.io

CORRESP
1
filename1.htm

            811 Main Street, Suite 3700

            Houston, TX  77002

            Tel: +1.713.546.5400  Fax: +1.713.546.5401

            www.lw.com

            FIRM / AFFILIATE OFFICES

            Austin

            Milan

            Beijing

            Munich

            Boston

            New York

            Brussels

            Orange County

            Century City

            Paris

            July 20, 2023

            Chicago

            Riyadh

            Dubai

            San Diego

            Düsseldorf

            San Francisco

            Frankfurt

            Seoul

            Hamburg

            Shanghai

            Hong Kong

            Silicon Valley

            Houston

            Singapore

            London

            Tel Aviv

            Los Angeles

            Tokyo

            Madrid

            Washington, D.C.

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    Office of Finance

    100 F Street, N.E.

    Washington, D.C. 20549-6010

    Attention: Sarah Sidwell

       Evan Ewing

    Re: RMG Acquisition Corp. III

    Preliminary Proxy Statement on Schedule 14A

    Filed July 14, 2023

    File No. 001-40013

    Ladies and Gentlemen:

    On behalf of our client, RMG Acquisition Corp. III (the “Company”), we are submitting this letter in response to the comment received from the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) by letter, dated July 20, 2023 (the “Comment
        Letter”), regarding the Company’s Preliminary Proxy Statement on Schedule 14A, as filed with the SEC on July 14, 2023 (the “Preliminary Proxy Statement”).

    Concurrently with this letter, the Company is filing an Amendment to the Preliminary Proxy Statement (the “Amendment”), which has been revised to reflect the Company’s response to the
      Comment Letter, as well as certain other changes.

    For ease of review, we have set forth below the Staff’s comment in bold type, followed by the Company’s response thereto. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Amendment and all
      references to page numbers in such response are to page numbers in the Amendment.

     July 20, 2023

    Page 2

    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 investment opportunity in a target company, any price appreciation in the combined company, and the warrants, which would expire
                worthless.

    Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company’s sponsor is RMG Sponsor III, LLC, a Delaware limited liability company (the “Sponsor”). While the
      Company believes that the Sponsor would not be considered a foreign person because it is organized in a U.S. jurisdiction and controlled and majority-owned by U.S. nationals, the Company has added a risk factor to the Amendment on page 14 to note
      that the Company’s initial business combination may be subject to review by CFIUS, which could prevent the Company from completing the initial business combination and require the Company to liquidate, causing consequences to investors.

    * * *

    We hope the foregoing answer is responsive to your comment. Please do not hesitate to contact me by telephone at +1.212.906.1749 with any questions or comments regarding this correspondence.

            Very truly yours,

              /s/ David S. Allinson

            David S. Allinson

            of LATHAM & WATKINS LLP

    cc:          D. James Carpenter, Chairman, RMG Acquisition Corp. III