RMG Acquisition III : Termination of Material Agreement - Form 8-K

Item 1.02

Termination of a Material Definitive Agreement.

As previously disclosed with the Securities and Exchange Commission in a Current Report filed on Form 8-K on May 11, 2023, RMG Acquisition Corp. III (the "Company") entered into an Agreement and Plan of Merger (as amended from time to time, the "Merger Agreement"), dated May 9, 2023 with H2B2 Electrolysis, Inc. ("H2B2").

On April 1, 2024, the Company delivered a termination notice to H2B2 notifying it that the Company was exercising its right to terminate the Merger Agreement effective March 31, 2024, since the closing of the transactions contemplated by the Merger Agreement had not occurred on or prior to March 31, 2024.

As a result of the Company terminating the Merger Agreement, each of (i) the Support Agreement, dated May 9, 2023, by and among the Company, H2B2 and certain H2B2 stockholders and (ii) the Support Agreement, dated May 9, 2023, by and among the Company, RMG Sponsor III LLC, and H2B2 terminated pursuant to their respective terms.