Item 1.01. Entry into a Material Definitive Agreement

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.

Warrant Assignment and Assumption Agreement

In connection with the Closing, RMG II entered into a Warrant Assignment and Assumption Agreement with ReNew Global, Continental Stock Transfer & Trust Company, a New York corporation ("Continental"), Computershare Inc., a Delaware corporation, and Computershare Trust Company, N.A., a federally chartered trust company (collectively, "Computershare"). Pursuant to the Warrant Assignment and Assumption Agreement, Computershare will serve as successor warrant agent in place of Continental and ReNew Global will assume RMG II's obligations under the Warrant Agreement, dated December 9, 2020, with respect to ReNew Global's public and private warrants, into which RMG II's previously outstanding public and private warrants were converted at the Closing.

The foregoing description of the Warrant Assignment and Assumption Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Warrant Assignment and Assumption Agreement, which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.

Item 2.01. Completion of Acquisition or Disposition of Assets

To the extent required by Item 2.01 of Form 8-K, the disclosure set forth in the Introductory Note and Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

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Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; Material Modification to Rights of Security Holders

In connection with the Business Combination, on August 23, 2021, RMG II notified Nasdaq of the consummation of the Business Combination and requested (i) that Nasdaq suspend trading of the RMG Class A Shares and RMG Warrants, effective August 23, 2021 and (ii) file with the SEC a Form 25 to delist the RMG Class A Share, the RMG Warrants and the units of RMG II (the "RMG Securities") under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). RMG II intends to file a certification on Form 15 with the SEC to deregister the RMG II Securities and suspend RMG II's reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Item 3.03. Material Modifications to Rights of Security Holders

To the extent required by Item 3.03 of Form 8-K, the disclosure set forth in Items 1.01 and 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03.

Item 5.01. Changes in Control of Registrant

To the extent required by Item 5.01 of Form 8-K, the disclosure set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.01.

As of the Merger Effective Time and as a result of the Merger, a change in control of RMG II occurred and RMG II became a wholly-owned subsidiary of the ReNew Global.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

In connection with consummation of the Merger, the following officers and directors of RMG II resigned their respective positions: D. James Carpenter resigned as Chairman, Robert S. Mancini resigned as Chief Executive Officer and director, Philip Kassin resigned as Chief Operating Officer, President, Secretary and director, Wesley Sima resigned as Chief Financial Officer, Craig Broderick resigned as director, W. Grant Gregory resigned as director, W. Thaddeus Miller resigned as director and Catherine D. Rice resigned as director. Following the consummation of the Merger, Sanjeev Bedi became a director of RMG II.

Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year

At the Merger Effective Time and pursuant to the terms of the Business Combination Agreement, the amended and restated memorandum and articles of association of RMG II were amended in their entirety (the "Amended and Restated Memorandum and Articles of Association of RMG II") to, among other things, change the authorized share capital of RMG II from $55,500 divided into 500,000,000 Class A ordinary shares of a par value of $0.0001 each, 50,000,000 Class B ordinary shares of a par value of $0.0001 each and 5,000,000 preference shares of a par value of $0.0001 each to $50,000 divided into 500,000,000 shares of a par value of $0.0001 each by the re-designation of the 500,000,000 Class A ordinary shares of a par value of $0.0001 each into 500,000,000 ordinary shares of a par value of $0.0001 each, the cancellation of the 50,000,000 Class B ordinary shares of a par value of $0.0001 each and the cancellation of 5,000,000 preference shares of a par value of $0.0001 each. A copy of the Amended and Restated Memorandum and Articles of Association of RMG II is filed as Exhibit 3.1 hereto and is incorporated herein by reference.

Item 8.01. Other Events

On August 23, 2021, ReNew India issued a press release announcing the closing of the Business Combination, a copy of which is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

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Item 9.01. Financial Statements and Exhibits.



(d)  Exhibits.



Exhibit No.                                  Description

2.1                 Business Combination Agreement, dated as of February 24, 2021,
                  by and among RMG Acquisition Corporation II, Philip Kassin,
                  solely in the capacity as the representative of the shareholders
                  of RMG Acquisition Corporation II, ReNew Energy Global plc, ReNew
                  Power Global Merger Sub, ReNew Power Private Limited and certain
                  of its major shareholders (incorporated by reference to Exhibit
                  2.1 to the ReNew Energy Global plc Registration Statement on
                  Form F-4 filed May 18, 2021 (File No. 333-256228)).

2.2                 Amendment to the Business Combination Agreement, dated as of
                  May 17, 2021, by and among RMG Acquisition Corporation II, Philip
                  Kassin, solely in the capacity as the representative of the
                  shareholders of RMG Acquisition Corporation II, ReNew Energy
                  Global plc, ReNew. ReNew Power Global Merger Sub, ReNew Power
                  Private Limited and certain of its major shareholders
                  (incorporated by reference to Exhibit 2.2 to the (incorporated by
                  reference to Exhibit 2.2 to the ReNew Energy Global plc
                  Registration Statement on Form F-4 filed May 18, 2021 (File
                  No. 333-256228)).

3.1*                Amended and Restated Memorandum and Articles of Association of
                  RMG Acquisition Corporation II, dated as of August 20, 2021.

10.1*               Warrant Assignment and Assumption, dated as of August 23, 2021,
                  by and among RMG Acquisition Corporation II, Continental Stock
                  Transfer & Trust Company, ReNew Energy Global plc, Computershare
                  Inc. and Computershare Trust Company, N.A.

99.1*               Press Release of ReNew Power Private Limited, dated August 23,
                  2021.

104               Cover Page Interactive Data File (embedded within the Inline XBRL
                  document).




* Filed herewith

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