Original Article

Lionel Selwood Jr., Romeo CEO, joins Yahoo Finance’s Zack Guzman and Akiko Fujita to discuss his company, its listing on the NYSE under ‘RMO’ via a SPAC, and to break down the new merger with RMG Acquisition Corp.

Video Transcript

ZACK GUZMAN: It’s been a very busy year for IPOs as we highlighted here in 2020. Also, a record year for SPAC deals. And we got another one here in the electric vehicle space, with Romeo Power making its debut on the New York Stock Exchange here through a SPAC deal. The company focuses– focuses in on technology tied to design and manufacturing in lithium ion battery modules and packs for Commercial Electric vehicles.

I want to bring on the CEO here to discuss the market opportunity for them, the CEO of Romeo Power, Lionel Selwood, Jr, joins us now. And Lionel, thanks for taking the time to chat here, man. Congrats on making it across the finish line here with the SPAC. Talk about what you guys address in the EV space, and how you guys do it differently than maybe some of the other players that we’ve talked about so far this year.

LIONEL SELWOOD: Thank you so, Zack, for having me on. It’s a privilege. What we do differently is, quite frankly, we enable our end customers to win. So, our market lead in energy density enables superior range on a single charge. Our fast charging capabilities allow them to charge large capacity batteries in 30 minutes. And we actually have a glide path towards 20 minutes or less.

Safety and reliability is first and foremost. Least exotic, but most important competitive advantage of ours. Really gives our customers a peace of mind as they put out our Romeo powered fleets. And last, but not least, our reliability, Zack. We have the capabilities in-house to break our product.

We literally try to break our product and ensure that it’s robust, so that when it goes into the hands of our end customers, they have a piece of mind there as well. So, that’s how we address it. There’s no longer a trade-off for our customers between business performance and doing what’s right for the environment.

– Lionel, it feels fitting that we’re talking about your company coming to market through a SPAC in a year of SPACs. This is something that we’ve been discussing throughout the year. Can you speak to me about what went into your decision to come to market in this route? And why you think for Romeo Power it made much more sense to come to market through a SPAC instead of more of the traditional route.

LIONEL SELWOOD: A couple items. So, first and foremost, the speed to market. As you know, SPACs take four to five months, rather than 12 to 18 months for a typical IPO, as well as the ability to use our projections, and when we’re educating the investor base into who we are.

And then, last, but not least, the team. All SPACs are not created equal. So, we looked long and hard at what our SPAC sponsor was bringing to the table. So, the RMG acquisition team, led by Bob Mancini, really brings strategic leadership. They bring governance chops and really big partnerships that will help us accelerate.

And the time was right, quite frankly, because our technology has been proven. And so, we’ve secured $544 million in contracted revenue to date, and we have high confidence that we’ll be able to continue growing the order book between 2021 and beyond. So, that’s why now was the right time.

ZACK GUZMAN: And talk about– your estimates here for revenue growth, is $1.6 billion by 2025, long-term sustainable gross margins to be 32% there. Talk to me about maybe that opportunity, versus maybe some of the other upsides in terms of automobile manufacturers themselves, with Tesla and their crazy year they have right now. Why is particularly focusing in here on the battery technology the key way to go maybe for investors looking to play the space?

LIONEL SELWOOD: So, the key to go, this is very critical. Because we’re providing what’s called the foundational technology to enable the electrification industry to move forward. So, it’s really critical. Because as you look, especially in the commercial vehicle space, where we’re primarily focused on, the most important component of satisfying our fleet managers ROI, profit per mile, and overall uptime– uptime goals, is the battery.

So, it’s critical. Without a great battery, you will be left on the side of the road, and you will not be hitting your performance metrics. So, it’s important for us to focus there. Not only that, but we get the exposure to the entire vertical.

So, we’re focusing on this space, on electrification of our technology portfolio, because we’re not beholden to any one part of the vertical. So, we’re not beholden to any one fleet manager, any one OEM, or any part of the value chain. But that’s why it’s extremely critical, because it’s the most important portion to enable the electrification decade.

ZACK GUZMAN: All, right the CEO of Romeo Power there, Lionel Selwood, Jr. Appreciate you taking the time here to chat. Congratulations on the deal making it through, now listed on the New York Stock Exchange.

NEW YORK–(BUSINESS WIRE)–RMG Acquisition Corp. (“RMG”) today announced the results for the five proposals considered and voted upon by its stockholders at its Special Meeting on December 28, 2020. RMG reported that all of the various proposals giving effect to the previously announced business combination between RMG and Romeo Systems, Inc. (“Romeo Power”) were approved by approximately 99.8% of the shares of RMG voted at the special meeting. A Form 8-K disclosing the full voting results will be filed with the Securities and Exchange Commission on December 28, 2020.

Additionally, the deadline for electing redemptions has passed and no stockholder has properly elected to redeem its shares in connection with the business combination. As a result, RMG will have approximately $394 million in its trust account prior to the business combination, which amount includes $160 million received in the private placement, which has been approved by stockholders and is expected to occur concurrently with the closing of the business combination.

The closing of the business combination is anticipated to take place on or around December 29, 2020. Following closing of the business combination, the combined company will be renamed Romeo Power, Inc. and trade on the New York Stock Exchange under the ticker symbol “RMO.”

About RMG Acquisition Corp.

RMG Acquisition Corp is a special purpose acquisition company whose management and board has deep experience in power, renewable energy, environmental services, energy technology and corporate governance. RMG’s team includes top level executives from Goldman Sachs, Carlyle Group, Cogentrix Energy, Deloitte & Touché, Access Industries, Calpine Corporation and Riverside Management Group. For additional information, please visit http://www.rmgacquisition.com/.

About Romeo Power

Romeo Power, founded in 2016 in California by Michael Patterson, is an industry leading energy technology company focused on designing and manufacturing lithium-ion battery modules and packs for commercial electric vehicles. Through its energy dense battery modules and packs, Romeo Power enables large-scale sustainable transportation by delivering safer, longer lasting batteries with longer range and shorter charge times. With greater energy density, Romeo Power is able to create lightweight and efficient solutions that deliver superior performance, and provide improved acceleration, range, safety and durability. Romeo Power’s modules and packs are customizable and scalable, and they are optimized by its proprietary battery management system. The company has approximately 100 employees and more than 60 battery-specific engineers and a 113,000 square foot manufacturing facility in Los Angeles, California with key battery development capabilities performed in-house. On October 5, 2020, Romeo Power and RMG announced a definitive agreement for a business combination that would result in Romeo Power becoming a publicly listed company. Upon closing of the transaction, the combined company will be named Romeo Power, Inc. and is expected to remain listed on the NYSE and trade under the new ticker symbol “RMO.” For additional information on Romeo Power, please visit https://romeopower.com.

No Offer or Solicitation

This communication shall neither constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

Forward Looking Statements

This press release includes “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside RMG’s or Romeo Power’s management’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include: the inability to complete the transactions contemplated by the proposed business combination; the inability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, the ability to meet the NYSE’s listing standards following the consummation of the transactions contemplated by the proposed business combination; costs related to the proposed business combination; Romeo Power’s ability to execute on its plans to develop and market new products and the timing of these development programs; Romeo Power’s estimates of the size of the markets for its products; the rate and degree of market acceptance of Romeo Power’s products; the success of other competing technologies that may become available; Romeo Power’s ability to identify and integrate acquisitions; the performance of Romeo Power’s products; potential litigation involving RMG or Romeo Power; and general economic and market conditions impacting demand for Romeo Power’s products. Other factors include the possibility that the proposed transaction does not close, including due to the failure of closing conditions. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of RMG’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, the registration statement on Form S-4 and related proxy statement/consent solicitation statement/prospectus, and other documents filed by RMG from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and neither RMG nor Romeo Power undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

NEW YORK–(BUSINESS WIRE)–RMG Acquisition Corp. II (the “Company”) announced today the closing of its initial public offering of 34,500,000 units, which included the full exercise of the underwriters’ over-allotment option, at a price of $10.00 per unit, resulting in gross proceeds of $345,000,000. The units began trading on the Nasdaq Stock Market, LLC (“Nasdaq”) under the ticker symbol “RMGBU” on December 10, 2020. Each unit consists of one Class A ordinary share and one-third of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share. Only whole warrants are exercisable. Once the securities comprising the units begin separate trading, the Class A ordinary shares and redeemable warrants are expected to be listed on Nasdaq under the symbols “RMGB” and “RMGBW,” respectively.

The Company is a blank check company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses. The Company intends to capitalize on the ability of its management team to identify, acquire and operate businesses across a broad range of sectors that may provide opportunities for attractive long-term risk-adjusted returns.

BofA Securities and Barclays are acting as joint book-running managers in the offering.

The offering is being made only by means of a prospectus. When available, copies of the prospectus may be obtained from BofA Securities, Attention: Prospectus Department, NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte, NC 28255-0001, or by emailing [email protected]; or Barclays Capital, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, email: [email protected], tel: 888-603-5847.

A registration statement relating to the securities has been declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on December 9, 2020. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Forward-Looking Statements

This press release contains statements that constitute “forward-looking statements,” including with respect to the initial public offering and the anticipated use of the net proceeds. No assurance can be given that the offering discussed above will be completed on the terms described, or at all, or that the net proceeds of the offering will be used as indicated. 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 statement and preliminary prospectus for the Company’s offering filed with the SEC. Copies of these documents 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.

Contacts
Investor:
Philip Kassin
President
RMG Acquisition Corp. II
50 West Street, Suite 40C
New York, NY 10006
Telephone: (212) 785-2579
Email: [email protected]

NEW YORK–(BUSINESS WIRE)–RMG Acquisition Corporation II (the “Company”) announced today that it priced its initial public offering of 30,000,000 units, upsized from 25,000,000 units, at $10.00 per unit. The units will be listed on The Nasdaq Capital Market (“Nasdaq”) and trade under the ticker symbol “RMGBU” beginning December 10, 2020. Each unit consists of one Class A ordinary share and one-third of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share. Only whole warrants are exercisable. Once the securities comprising the units begin separate trading, the Class A ordinary shares and redeemable warrants are expected to be listed on Nasdaq under the symbols “RMGB” and “RMGBW,” respectively.

The Company is a blank check company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses. The Company intends to capitalize on the ability of its management team to identify, acquire and operate businesses across a broad range of sectors that may provide opportunities for attractive long-term risk-adjusted returns.

BofA Securities and Barclays are acting as joint book-running managers in the offering. The Company has granted the underwriters a 45-day option to purchase up to an additional 4,500,000 units at the initial public offering price to cover over-allotments, if any.

The offering is being made only by means of a prospectus. When available, copies of the prospectus may be obtained from BofA Securities, Attention: Prospectus Department, NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte, NC 28255-0001, or by emailing [email protected]; or Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, email: [email protected], tel: 888-603-5847.

A registration statement relating to the securities has been declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on December 9, 2020. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Forward-Looking Statements

This press release contains statements that constitute “forward-looking statements,” including with respect to the proposed initial public offering and the anticipated use of the net proceeds. No assurance can be given that the offering discussed above will be completed on the terms described, or at all, or that the net proceeds of the offering will be used as indicated. 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 statement and preliminary prospectus for the Company’s offering filed with the SEC. Copies of these documents 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.

Contacts
Investor Contact:
Philip Kassin
President
RMG Acquisition Corporation II
50 West Street, Suite 40C
New York, NY 10006
Telephone: (212) 785-2579
Email: [email protected]

LOS ANGELES–(BUSINESS WIRE)–Romeo Systems, Inc. (“Romeo Power”), a leader in designing and manufacturing lithium-ion battery modules and packs for commercial electric vehicles, has secured another large production contract with a commercial vehicle leader. Romeo Power announced today that it has secured a multi-year production contract with The Lion Electric Co. (“Lion Electric”), a leading OEM in North American electric commercial transportation. The contract is expected to generate $234 million in revenue for Romeo Power over a five-year period beginning in 2021. The contract spans across Lion Electric’s fleet of all-electric class 6-8 commercial urban trucks and all-electric buses.

LOS ANGELES–(BUSINESS WIRE)–Romeo Systems, Inc. (“Romeo Power”), a leader in designing and manufacturing lithium-ion battery modules and packs for commercial electric vehicles, announced today that Republic Services, Inc. (“Republic Services”) (NYSE: RSG), a leader in recycling and solid waste solutions, has exercised its option to acquire additional shares of Class A common stock in RMG Acquisition Corp. (“RMG”) (NYSE: RMG), representing less than 5% of the currently outstanding shares of RMG. RMG, a special purpose acquisition company, previously announced a definitive agreement for a business combination that would result in Romeo Power becoming a publicly listed company. Republic Services is the second largest recycling and waste disposal company in the United States, with a fleet of more than 16,000 vehicles. Romeo Power and Republic Services continue to actively work on establishing a strategic alliance to support Republic’s comprehensive electrification and sustainability goals and strategy.

LOS ANGELES & NEW YORK–(BUSINESS WIRE)–Romeo Systems, Inc. (“Romeo Power”), an energy technology company, and RMG Acquisition Corp. (“RMG”) (NYSE: RMG), a special purpose acquisition company, today announced a definitive agreement for a business combination that would result in Romeo Power becoming a publicly listed company. Upon closing of the transaction, the combined company will be named Romeo Power, Inc. and is expected to remain listed on the NYSE and trade under the new ticker symbol “RMO”.

Romeo Power is an industry leading energy technology company focused on designing and manufacturing lithium-ion battery modules and packs for commercial electric vehicles. Through its industry leading energy dense battery modules and packs, it enables large-scale sustainable transportation by delivering safe, longer lasting batteries with shorter charge times. The company has completed construction and development of a 7 GWh-capable manufacturing facility in Los Angeles, California, with state of the art manufacturing operations designed and scaled for high growth. Romeo Power’s core product offering serves the battery electric vehicle (BEV) medium duty short haul and heavy duty long haul trucking markets, as well as specialty trucking and buses. As the era of gas-powered vehicles continues to decline, Romeo Power’s mission is to be an industry leader in the electrification of the global transportation industry and to be the commercial electric vehicle energy provider of today and tomorrow.

Lionel Selwood Jr., Chief Executive Officer of Romeo Power, commented, “We are thrilled to announce this transaction with RMG, as it allows us to further expand our business and to continue innovating and developing new products. Romeo Power’s proprietary battery systems and patented technologies that we have developed over the last four years deliver differentiated energy density, safety, efficiency and cost savings. The need for an economically viable shift toward greener methods of transportation is evident, and we look forward to playing a critical role in the electrification of commercial vehicles globally.”

Robert Mancini, Chief Executive Officer of RMG, added, “Since our IPO in early 2019, we have evaluated nearly 150 investment opportunities in search of a company with an industry-leading disruptive technology in the industrial or energy sector. Romeo Power stood out as a differentiated leading battery technology company for commercial electric vehicles, a sector that we think is at an inflection point and poised for unprecedented growth.”

Upon completion of the merger, Robert Mancini, along with Philip Kassin, President and Chief Operating Officer of RMG, are expected to join the board of Romeo Power, contributing their significant business, financial, legal and public board experience to the governance and operations of the company.

Romeo Power’s energy technology has positioned it to lead the electrification of the global commercial vehicle market. Globally, the total addressable market (“TAM”) for commercial vehicles is estimated to be approximately $665 billion with over 17 million vehicles sold annually and steady growth expected to continue as global economic growth fuels the need for more commercial vehicles. In North America and Europe, the TAM is estimated to be approximately $225 billion with over 7 million vehicles sold annually. Romeo Power has a diversified and high quality customer base today that represents an estimated nearly 70% of the North America Class 8 market. The company has varying forms of agreements with customers, enhancing visibility into the company’s future growth, including over $300 million of currently contracted revenue.

Romeo Power is de-risking commercialization through its strategic partnerships with global leaders in vehicle component technologies, including BorgWarner, a global tier one automotive supplier. In May 2019, BorgWarner made a $50 million strategic investment in Romeo Power and entered into a joint venture, with a goal of amplifying its growing portfolio of alternative propulsion products for hybrid and electric vehicles. The investment and partnership reflect significant third party validation of Romeo Power’s technology, and allow the company to leverage BorgWarner’s customer base, supply chain and manufacturing expertise in order to accelerate growth globally and bolster operational execution in a highly capital efficient manner.

“BorgWarner congratulates Romeo Power on the achievement of this important milestone”, said Frédéric Lissalde, President and CEO of BorgWarner. “We look forward to continuing to work with Romeo Power on the expansion of their business and the global growth of the BorgWarner and Romeo Power joint venture.”

In addition, Romeo Power has a significant partnership with The Heritage Group, a leader in environmental and recycling services. The Heritage Group, through its corporate venture arm, HG Ventures, was an early investor in Romeo Power and a participant in the PIPE, and as part of the partnership, they will support the co-development of a battery reuse and recycle facility for Romeo Power’s batteries near or at end-of-life. The Heritage Group has also committed to a pilot program expected to result in converting 500+ diesel trucks in its fleet to BEVs using Romeo Power’s batteries between 2021 and 2025. Republic Services, the second largest recycling and waste disposal company in the United States with a fleet of more than 16,000 vehicles, is another strategic participant in the PIPE and intends to enter into a strategic alliance with Romeo Power.

“Several of the world’s largest logistics companies have announced their commitments to electric fleets, and just about all major OEMs have announced electric vehicle programs,” continued Lionel Selwood Jr. “The team of experts at Romeo Power, which has experience across the electric vehicle, aerospace, and broader technology industries, is excited about the opportunity to tap into this quickly growing market as we help enable the electrification of the commercial vehicle fleet globally for decades to come.”

Transaction Overview
The business combination values Romeo Power at an approximately $1.33 billion pro forma equity value. The boards of directors of both RMG and Romeo Power have approved the proposed transaction, which is expected to be completed in the fourth quarter of 2020, subject to, among other things, the approval by Romeo Power’s stockholders and satisfaction or waiver of the other conditions stated in the definitive documentation.

The private placement of common stock includes commitments from institutional investors as well as strategic investors The Heritage Group and Republic Services.

Additional information about the proposed transaction, including a copy of the merger agreement and investor presentation, will be provided in a Current Report on Form 8-K to be filed by RMG with the Securities and Exchange Commission and available at www.sec.gov.

Advisors
Goldman Sachs & Co. LLC is serving as exclusive financial advisor, and Paul Hastings LLP is serving as legal advisor to Romeo Power. Morgan Stanley & Co. LLC is serving as lead financial advisor, Nomura Greentech Capital Advisors, LLC is serving as financial advisor, and Latham & Watkins LLP is serving as legal advisor to RMG. Morgan Stanley & Co. LLC is serving as sole placement agent to RMG on the PIPE offering. Davis Polk & Wardwell LLP is serving as legal advisor to Morgan Stanley & Co. LLC.

Investor Conference Call Information
Romeo Power and RMG will host a joint investor conference call to discuss the proposed transaction today, Monday, October 5, 2020 at 8:30 AM ET.

To listen to the prepared remarks via telephone dial 1-877-705-6003 (U.S.) or 1-201-493-6725 (International) and an operator will assist you. A telephone replay will be available at 1-844-512-2921 (U.S.) or 1-412-317-6671 (International), passcode: 13711240 through Monday October 19, 2020, 11:59 PM ET.

About Romeo Power Corporation
Romeo Power, founded in 2016 in California by Michael Patterson, is an industry leading energy technology company focused on designing and manufacturing lithium-ion battery modules and packs for commercial electric vehicles. Through its energy dense battery modules and packs, Romeo Power enables large-scale sustainable transportation by delivering safe, longer lasting batteries with shorter charge times. With greater energy density, Romeo Power is able to create lightweight and efficient solutions that deliver superior performance, and provide improved acceleration, range, safety and durability. Romeo Power’s modules and packs are customizable and scalable, and they are optimized by its proprietary battery management system. The company has approximately 100 employees and more than 60 battery-specific engineers and a 113,000 square foot manufacturing facility in Los Angeles, California with key battery development capabilities performed in-house.

For additional information, please visit https://romeopower.com

About RMG Acquisition Corp.
RMG Acquisition Corp. (NYSE: RMG) is a special purpose acquisition company formed for the purpose of effecting a merger, stock purchase or similar business combination with one or more businesses. The company is sponsored by Riverside Management Group and the Management Team of James Carpenter, Robert Mancini and Philip Kassin. The company’s strategy is to identify and complete its initial business combination with a business in the diversified resources or industrial materials sectors, which include, among others, the chemicals, energy services and technology, environmental services, metals and power sectors, and which stand to benefit from the Management Team’s extensive experience and operating capabilities. However, the company has reserved the right to pursue an acquisition opportunity in any business or industry. In February 2019, RMG Acquisition Corp. completed its initial public offering, raising $230 million from investors.

For additional information, please visit http://www.rmgacquisition.com/

Important Information and Where to Find It
This press release relates to a proposed transaction between RMG and Romeo Power. RMG intends to file with the Securities and Exchange Commission (“SEC”) a registration statement on Form S-4 that will include a proxy statement and prospectus of RMG. The proxy statement/prospectus will be mailed to stockholders of RMG as of a record date to be established for voting on the proposed business combination. RMG also will file other relevant documents from time to time regarding the proposed transaction with the SEC. INVESTORS AND SECURITY HOLDERS OF RMG ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS THAT WILL BE FILED BY RMG FROM TIME TO TIME WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of the proxy statement/prospectus and other documents containing important information about RMG and Romeo Power once such documents are filed with the SEC, through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by RMG when and if available, can be obtained free of charge on RMG’s website at www.rmginvestments.com or by directing a written request to RMG Acquisition Corp., 50 West Street, Suite 40-C, New York, New York 10006.

Participants in the Solicitation
RMG and Romeo Power and their respective directors and executive officers, under SEC rules, may be deemed to be participants in the solicitation of proxies of RMG’s stockholders in connection with the proposed transaction. Investors and security holders may obtain more detailed information regarding the names and interests in the proposed transaction of RMG’s directors and officers in RMG’s filings with the SEC, including RMG’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, which was filed with the SEC on April 1, 2019. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to RMG’s stockholders in connection with the proposed business combination will be set forth in the proxy statement/prospectus for the proposed business combination when available. Additional information regarding the interests of participants in the solicitation of proxies in connection with the proposed business combination will be included in the proxy statement/prospectus that RMG intends to file with the SEC.

No Offer or Solicitation
This communication shall neither constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

Forward Looking Statements
This press release includes “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside RMG’s or Romeo Power’s management’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include: the inability to complete the transactions contemplated by the proposed business combination; the inability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, the amount of cash available following any redemptions by RMG stockholders; the ability to meet the NYSE’s listing standards following the consummation of the transactions contemplated by the proposed business combination; costs related to the proposed business combination; Romeo Power’s ability to execute on its plans to develop and market new products and the timing of these development programs; Romeo Power’s estimates of the size of the markets for its products; the rate and degree of market acceptance of Romeo Power’s products; the success of other competing technologies that may become available; Romeo Power’s ability to identify and integrate acquisitions; the performance of Romeo Power’s products; potential litigation involving RMG or Romeo Power; and general economic and market conditions impacting demand for Romeo Power’s products. Other factors include the possibility that the proposed transaction does not close, including due to the failure to receive required security holder approvals, or the failure of other closing conditions. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of RMG’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, the registration statement on Form S-4 and proxy statement/prospectus discussed below and other documents filed by RMG from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and neither RMG nor Romeo Power undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Contacts
For Investors
ICR, Inc.
[email protected]

For Media
ICR, Inc.
[email protected]

For RMG Acquisition Corp.
Philip Kassin
Chief Operating Officer
[email protected]
212-785-2579

RMG Acquisition Corp. (the “Company”) announced today that commencing on April 1, 2019, the holders of the Company’s units may elect to separately trade the Class A common stock and warrants underlying the units. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Units that are not separated will continue to trade on the New York Stock Exchange Read More

RMG Acquisition Corp. (the “Company”) announced today the closing of the issuance of an additional 3,000,000 units pursuant to the full exercise of the underwriters’ over-allotment option in connection with the Company’s initial public offering. The additional units were sold at the initial offering price of $10.00 per unit, resulting in additional gross proceeds of $30,000,000 and bringing the total gross proceeds of the initial public offering to $230,000,000.

Read More