Item 8.01 Other Events.
On January 29, 2021, RMG Acquisition Corporation II (the "Company") announced
that the holders of the Company's units sold in the Company's initial public
offering (the "Units") may elect to separately trade the shares of Class A
ordinary shares, par value $0.0001 per share ("Class A Ordinary Shares"), and
redeemable warrants included in the Units commencing on February 1, 2021. Each
Unit consists of one share of Class A Ordinary Shares and one-third of one
redeemable warrant to purchase one share of Class A Ordinary Shares. Any Units
not separated will continue to trade on the Nasdaq Stock Market LLC (the
"Nasdaq") under the symbol "RMGBU." Any underlying shares of Class A Ordinary
Shares and redeemable warrants that are separated will trade on the Nasdaq under
the symbols "RMGB" and "RMGBW," respectively. No fractional warrants will be
issued upon separation of the Units and only whole warrants will trade. Holders
of Units will need to have their brokers contact Continental Stock Transfer &
Trust Company, the Company's transfer agent, in order to separate such holders'
Units into shares of Class A Ordinary Shares and redeemable warrants.
A copy of the press release issued by the Company announcing the separate
trading of the securities underlying the Units is attached hereto as
Exhibit 99.1.
This report may include "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements other than
statements of historical fact included in this report are forward-looking
statements. When used in this report, words such as "anticipate," "believe,"
"estimate," "expect," "intend" and similar expressions, as they relate to us or
our management team, identify forward-looking statements. Such forward-looking
statements are based on the beliefs of management, as well as assumptions made
by, and information currently available to, the Company's management. Actual
results could differ materially from those contemplated by the forward-looking
statements as a result of certain factors detailed in the Company's filings with
the Securities and Exchange Commission (the "SEC"). All subsequent written or
oral forward-looking statements attributable to us or persons acting on our
behalf are qualified in their entirety by this paragraph. Forward-looking
statements are subject to numerous conditions, many of which are beyond the
control of the Company, including those set forth in the Risk Factors section of
the Company's registration statements and prospectus relating to the Company's
initial public offering filed with the SEC. Copies of such filings are available
on the SEC's website, www.sec.gov. The Company undertakes no obligation to
update these statements for revisions or changes after the date of this release,
except as required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this Form 8-K:
Exhibit
No. Description of Exhibits
99.1 Press Release, dated January 29, 2021.
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