Item 8.01. Other Events.

On January 10, 2023, RMG Acquisition Corp. III, a Cayman Islands exempted company ("RMG III") announced that it convened and then adjourned, without conducting any business, its special meeting of shareholders (the "Special Meeting"). The Special Meeting has been adjourned to 10:00 a.m., Eastern Time, on January 11, 2023 (the "Adjournment"). The Special Meeting is being held to vote on RMG III's extension proposal, as described in its definitive proxy statement filed with the Securities and Exchange Commission (the "SEC") on December 1, 2022. The proxy card included with the previously distributed proxy materials will not be updated to reflect the adjournment and may continue to be used to vote shares in connection with the Special Meeting. The record date for the Special Meeting remains November 22, 2022. RMG III shareholders who have already voted and do not wish to change their vote do not need to vote again.

On January 10, 2023, RMG III issued a press release announcing the Adjournment. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Forward Looking Statements

Certain statements made in this release are "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 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 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 of RMG to enter into a definitive agreement with respect to an initial business combination with the Target within the time provided in RMG's amended and restated certificate of incorporation; performance of the Target's business; the risk that the approval of the shareholders of RMG for the proposed transaction is not obtained; failure to realize the anticipated benefits of the proposed transaction, including as a result of a delay in consummating the proposed transaction; the amount of redemption requests made by RMG's shareholders and the amount of funds remaining in RMG's trust account after satisfaction of such requests; RMG's and the Target's ability to satisfy the conditions to closing the proposed transaction; and those factors discussed in the Annual Report under the heading "Risk Factors," and other documents of RMG filed, or to be filed, with the SEC. RMG does not 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.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits.

Exhibit
  No.       Description

99.1          Press Release, dated January 10, 2023.

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



* Furnished herewith.

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