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,
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
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:
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
Item 8.01. Other Events
On
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 2.1 Business Combination Agreement, dated as ofFebruary 24, 2021 , by and amongRMG Acquisition Corporation II ,Philip Kassin , solely in the capacity as the representative of the shareholders ofRMG 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 filedMay 18, 2021 (File No. 333-256228)). 2.2 Amendment to the Business Combination Agreement, dated as ofMay 17, 2021 , by and amongRMG Acquisition Corporation II ,Philip Kassin , solely in the capacity as the representative of the shareholders ofRMG 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 theReNew Energy Global plc Registration Statement on Form F-4 filedMay 18, 2021 (File No. 333-256228)). 3.1* Amended and Restated Memorandum and Articles of Association ofRMG Acquisition Corporation II , dated as ofAugust 20, 2021 . 10.1* Warrant Assignment and Assumption, dated as ofAugust 23, 2021 , by and amongRMG Acquisition Corporation II ,Continental Stock Transfer & Trust Company ,ReNew Energy Global plc , Computershare Inc. andComputershare Trust Company, N.A. 99.1* Press Release ofReNew Power Private Limited , datedAugust 23, 2021 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Filed herewith
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