Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
At the Special Meeting, the Company's stockholders approved and adopted the
Second Amended and Restated Certificate of Incorporation (the "Amended and
Restated Certificate of Incorporation"), which became effective upon filing with
the Secretary of State of the
In connection with the consummation of the Business Combination, the Company also amended and restated its bylaws (the "Amended and Restated Bylaws"). A copy of the Amended and Restated Bylaws is included as Exhibit 3.2 to the Original Report and is incorporated herein by reference.
A description of the amendments included in the Amended and Restated Certificate of Incorporation and of the general effect of the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws upon the rights of holders of the Company's capital stock is set forth in the sections of the Proxy Statement entitled "Proposal No. 2-The RMG Charter Proposals," "Comparison of Stockholders' Rights," and "Description of RMG's Securities After The Business Combination" beginning on page 136, page 226, and page 253, respectively, of the Proxy Statement and is incorporated herein by reference.
Item 5.06. Change in Shell Company Status.
As a result of the Business Combination, the Company ceased being a shell company. The material terms of the Business Combination and the Merger Agreement are described in the sections of the Proxy Statement entitled "Proposal No. 1-The Business Combination Proposal" and "The Merger Agreement" beginning on page 85 and page 104, respectively, of the Proxy Statement and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this Current Report:
Incorporation by Exhibit No. Description of Exhibits Reference 2.1* Agreement and Plan of Merger, dated as of Exhibit 2.1 to the October 5, 2020, by and among RMG Acquisition Current Report on Corp., RMG Merger Sub, Inc. and Romeo Systems, Form 8-K filed on Inc. October 5, 2020 2.2 Amendment No. 1 to Agreement and Plan of Exhibit 2.2 to Merger, dated as of November 18, 2020, by and Amendment No. 2 to among RMG Acquisition Corp., RMG Merger Sub, Registration Statement Inc. and Romeo Systems, Inc. on Form S-4 filed on December 4, 2020 3.1 Second Amended and Restated Certificate of Exhibit 3.1 to the Incorporation Current Report on Form 8-K filed on January 5, 2021 3.2 Amended and Restated Bylaws of Romeo Power, Exhibit 3.2 to the Inc. Current Report on Form 8-K filed on January 5, 2021 4.1 Specimen Common Stock Certificate Exhibit 4.1 to the Current Report on Form 8-K filed on January 5, 2021 4.2 Specimen Warrant Certificate Exhibit 4.2 to the Current Report on Form 8-K filed on January 5, 2021 4.3 Warrant Agreement between American Stock Exhibit 4.4 to Transfer & Trust Company, as warrant agent, Amendment No. 2 to and RMG Acquisition Corp. Registration Statement on Form S-4 filed on December 4, 2020 2 4.4 Amended and Restated Registration Rights Exhibit 4.4 to the Agreement, dated as of December 29, 2020, by Current Report on and among Romeo Power, Inc., RMG Sponsor, LLC, Form 8-K filed on each of the Existing Holders (as defined January 5, 2021 therein), and each of the New Holders (as defined therein) 4.5 Form of Romeo Systems, Inc. Stock Purchase Exhibit 4.5 to the Warrant Current Report on Form 8-K filed on January 5, 2021 10.1# Form of Indemnity Agreement Exhibit 10.1 to the Current Report on Form 8-K filed on January 5, 2021 10.2 Form of Subscription Agreement Exhibit 10.8 to Amendment No. 2 to Registration Statement on Form S-4 filed on December 4, 2020 10.3 Amendment No. 1, dated as of November 18, Exhibit 10.1 to the 2020, to the Subscription Agreement, dated as Current Report on of October 5, 2020, by and among RMG Form 8-K filed on Acquisition Corp., Romeo Systems, Inc. and November 19, 2020 Republic Services Alliance Group III, Inc. 10.4 Stockholders' Agreement, dated as of Exhibit 10.4 to the December 29, 2020, by and among Romeo Power, Current Report on Inc., RMG Sponsor, LLC, and each stockholder Form 8-K filed on party thereto January 5, 2021 10.5 Letter Agreement, dated February 7, 2019, Exhibit 10.1 to among RMG, its officers and directors and the Amendment No. 2 to Sponsor Registration Statement on Form S-4 filed on December 4, 2020 10.6 Form of Lock-Up Agreement from certain of Exhibit 10.2 to RMG's initial stockholders, officers, and Amendment No. 2 to directors Registration Statement on Form S-4 filed on December 4, 2020 10.7 Form of Lock-Up Agreement from certain of Exhibit 10.3 to Romeo's stockholders, officers, and Amendment No. 2 to directors Registration Statement on Form S-4 filed on December 4, 2020 10.8# Romeo Power, Inc. 2020 Long-Term Incentive Exhibit 10.8 to the Plan Current Report on Form 8-K filed on January 5, 2021 10.9# Romeo Systems, Inc. 2016 Stock Plan Exhibit 10.10 to Amendment No. 2 to Registration Statement on Form S-4 filed on December 4, 2020 10.10# Form of Stock Option Agreement under the Exhibit 10.11 to Romeo Systems, Inc. 2016 Plan Amendment No. 2 to Registration Statement on Form S-4 filed on December 4, 2020 10.11# Executive Employment Agreement, effective as Exhibit 10.12 to of September 17, 2020, by and between Romeo Amendment No. 2 to Systems, Inc. and Lionel E. Selwood, Jr. Registration Statement on Form S-4 filed on December 4, 2020 10.12# Executive Employment Agreement, effective as Exhibit 10.13 to of June 6, 2019, by and between Romeo Systems, Amendment No. 2 to Inc. and Abdul Kader El Srouji Registration Statement on Form S-4 filed on December 4, 2020 10.13# Executive Employment Agreement, dated August Exhibit 10.14 to 7, 2020, by and between Romeo Systems, Inc. Amendment No. 2 to and Michael Patterson Registration Statement on Form S-4 filed on December 4, 2020 10.14# Stock Option Agreement under the Romeo Exhibit 10.15 to Systems, Inc. 2016 Plan between Romeo Systems, Amendment No. 2 to Inc. and Michael Patterson Registration Statement on Form S-4 filed on December 4, 2020 3 10.15 Battery Recycling Agreement, dated as of Exhibit 10.16 to October 2, 2020, by and among Heritage Battery Amendment No. 2 to Recycling, LLC and Romeo Systems, Inc. Registration Statement on Form S-4 filed on December 4, 2020 10.16** Product Supply Master Agreement, dated as of Exhibit 10.17 to September 8, 2020, by and between Romeo Amendment No. 2 to Systems, Inc. and Phoenix Cars LLC Registration Statement on Form S-4 filed on December 4, 2020 10.17** Supply Agreement, dated as of August 28, Exhibit 10.18 to 2020, by and between Nikola Corporation and Amendment No. 2 to Romeo Systems, Inc. Registration Statement on Form S-4 filed on December 4, 2020 10.18** Product Supply Master Agreement, dated as of Exhibit 10.19 to July 13, 2020, by and between Romeo Systems, Amendment No. 2 to Inc. and Lightning Systems, Inc. Registration Statement on Form S-4 filed on December 4, 2020 10.19** Purchase Agreement, dated as of November 2, Exhibit 10.23 to 2020, by and between Romeo Systems, Inc. and Amendment No. 2 to Lion Buses Inc. Registration Statement on Form S-4 filed on December 4, 2020 10.20** Intellectual Property License Agreement by Exhibit 10.21 to and among BorgWarner Inc., Romeo Systems, Amendment No. 2 to Inc., Romeo Systems Technology, LLC and Registration Statement BorgWarner Romeo Power, LLC on Form S-4 filed on December 4, 2020 10.21 Joint Venture Operating Agreement by and Exhibit 10.22 to among BorgWarner Ithaca LLC, Romeo Systems, Amendment No. 2 to Inc. and BorgWarner Romeo Power LLC Registration Statement on Form S-4 filed on December 4, 2020 10.22 Lease between CenterPoint Properties Trust Exhibit 10.20 to and Romeo Systems, Inc. Amendment No. 2 to Registration Statement on Form S-4 filed on December 4, 2020 10.23# Executive Employment Agreement, effective as Exhibit 10.23 to the of September 16, 2019, by and between Romeo Current Report on Systems, Inc. and Lauren Webb Form 8-K filed on January 5, 2021 10.24# Executive Employment Agreement, effective as Exhibit 10.24 to the of April 1, 2019, by and between Romeo Current Report on Systems, Inc. and Criswell Choi Form 8-K filed on January 5, 2021 10.25# Form of Retention Agreement Exhibit 10.25 to the Current Report on Form 8-K filed on January 5, 2021 16.1 Letter from Grant Thornton, dated as of Exhibit 16.1 to the December 29, 2020 Current Report on Form 8-K filed on January 5, 2021 21.1 Subsidiaries of the Registrant Exhibit 21.1 to the Current Report on Form 8-K filed on January 5, 2021 99.1 Unaudited pro forma condensed combined Exhibit 99.1 to the balance sheet as of September 30, 2020 and the Current Report on unaudited pro forma condensed combined Form 8-K filed on statements of operations for the year ended January 5, 2021 December 31, 2019 and the nine months ended September 30, 2020 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Schedule and exhibits to this Exhibit omitted pursuant to Item 601(b)(2) of
Regulation S-K.
** Portions of this Exhibit have been omitted in accordance with Item 601 of Regulation S-K.
# Indicates management contract or compensatory plan or arrangement.
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