Item 8.01. Other Events.
On
Upon the consummation of the transactions contemplated by the Merger Agreement,
H2B2 will merge with and into RMG III, the separate existence of H2B2 will cease
and RMG III will be the surviving corporation (the "Business Combination"). RMG
III is expected to be renamed "
There can be no assurance that the Business Combination will occur as planned or
at all. The Company intends to file a Current Report on Form 8-K with a detailed
description of the Merger Agreement, including the ancillary documents to the
Merger Agreement, together with a copy of the Merger Agreement and the ancillary
documents to the Merger Agreement, within four business days of entry into the
Merger Agreement with the
Additional Information and Where to Find It
RMG III intends to file with the
This communication may be deemed to be offering or solicitation material in
respect of the Business Combination, which will be submitted to the shareholders
of RMG III for their consideration. RMG III urges investors, shareholders and
other interested persons to carefully read, when available, the preliminary and
definitive Proxy Statement/Prospectus as well as other documents filed with the
Participants in the Solicitation
RMG III and its directors and executive officers may be considered participants
in the solicitation of proxies with respect to the Business Combination
described herein under the rules of the
No Offer or Solicitation
This release shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of any business combination. This release shall not 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 states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
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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 III'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
outcome of any legal proceedings that may be instituted in connection with the
Business Combination; delays in obtaining, adverse contained in, or the
inability to obtain necessary regulatory approvals or complete regulatory
reviews required to complete the Business Combination; the risk that the
Business Combination disrupts current plans and operations; the inability to
recognize the anticipated benefits of the Business Combination, which may be
affected by, among other things, competition, the ability of the combined
company to grow and manage growth profitably with customers and suppliers and
retain key employees; costs related to the Business Combination; changes in the
applicable laws or regulations? the possibility that H2B2 may be adversely
affected by other economic, business, and/or competitive factors? the ongoing
impact of the global COVID 19 pandemic? economic uncertainty caused by the
impacts of the conflict in
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