ROMEO POWER, INC. Item 1.01. Entry into a Material Definitive Agreement.
Stockholders' Agreement
On the Closing Date, in connection with the consummation of the Business
Combination, the Company,
The above description of the Stockholders' Agreement, including the description in the Proxy Statement referenced above, does not purport to be complete and is qualified in its entirety by the full text of the Stockholders' Agreement, which is included herein as Exhibit 10.4 and is incorporated herein by reference.
Amended and Restated Registration Rights Agreement
On the Closing Date, in connection with the consummation of the Business Combination, the Company entered into that certain Amended and Restated Registration Rights Agreement (the "Registration Rights Agreement") with the Sponsor, certain persons holding common stock or warrants of the Company, Legacy Romeo directors and officers, and certain Legacy Romeo stockholders (collectively, with each other person who has executed and delivered a joinder thereto, the "RRA Parties"), pursuant to which the RRA Parties are entitled to registration rights in respect of the registrable securities under the Registration Rights Agreement. The material terms of the Registration Rights Agreement are described in the section of the Proxy Statement entitled "Proposal No. 1-The Business Combination Proposal-Related Agreements-Registration Rights Agreement," which is incorporated herein by reference.
The above description of the Registration Rights Agreement, including the description in the Proxy Statement referenced above, does not purport to be complete and is qualified in its entirety by the full text of the Registration Rights Agreement, which is included herein as Exhibit 4.4 and is incorporated herein by reference.
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Indemnity Agreements
On the Closing Date, the Company entered into indemnity agreements (each, an "Indemnity Agreement") with each of its directors and executive officers. These Indemnity Agreements provide the directors and executive officers with contractual rights to indemnification and advancement for certain expenses, including attorneys' fees, judgments, fines and settlement amounts incurred by a director or executive officer in any action or proceeding arising out of their services as one of the Company's directors or executive officers.
Theforegoing description of the Indemnity Agreements does not purport to be complete and is qualified in its entirety by the full text of the form of Indemnity Agreement, a copy of which is included herein as Exhibit 10.1 and is incorporated herein by reference.
2020 Long-Term Incentive Plan
Onthe Closing Date, in connection with the consummation of the Business
Combination, the Company adopted the
Item 2.01 Completion of Acquisition or Disposition of Assets.
Thedisclosure set forth in the "Introductory Note" above is incorporated by reference into this Item 2.01.
TheCompany's stockholders approved the Business Combination at a special meeting
of the stockholders held on
As of Closing and giving effect to the Business Combination, the Company had the following outstanding securities:
· approximately 126,787,151 shares of Company Common Stock;
· approximately 12,266,666 warrants, consisting of (i) approximately
7,666,666 public warrants (the "Public Warrants") listed on the New York
Stock Exchange (the "NYSE") and (ii) 4,600,000 private warrants (the
"Private Warrants" and, collectively with the Public Warrants, the
"Warrants"), each exercisable for one share of Company Common Stock at a
price of $11.50 per share;
· options and warrants of Legacy Romeo, which are exercisable to purchase an
aggregate of approximately 14,487,522 shares of Company Common Stock.
FORM 10 INFORMATION
Priorto the Closing, the Company was a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) with no operations, formed as a vehicle to effect a business combination with one or more operating businesses. After the Closing, the Company became a holding company whose only assets consist of equity interests in Legacy Romeo.
Item 2.01(f) of Form 8-K states that if the predecessor registrant was a shell company, as the Company was immediately before the Business Combination, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10. Accordingly, the Company is providing the information below that would be included in a Form 10 if we were to file a Form 10.
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Cautionary Note Regarding Forward-Looking Statements
The Company makes forward-looking statements in this Current Report and in documents incorporated herein by reference. All statements, other than statements of present or historical fact included in or incorporated by reference in this Current Report, regarding the Company's future financial performance, as well as the Company's strategy, future operations, financial position, estimated revenues, and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this Current Report, the words "anticipate," "believe," "continue," "could," "estimate," "expect," "intends," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "will," "would" and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. 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 management's control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. The Company cautions you that these forward-looking statements are subject to all of the risks and . . .
Item 3.02 Unregistered Sales of
The disclosure set forth in the "Introductory Note" above is incorporated by reference into this Item 3.02. Additionally, the 5,750,000 shares of the Company's Class B common stock held by certain initial stockholders of the Company automatically converted to shares of the Company's Class A Common Stock as of the Closing. The issuance of Class A Common Stock upon automatic conversion of Class B common stock at the Closing has not been registered under the Securities Act in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act.
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The securities issued in connection with the Private Placement have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and have been issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. The parties receiving the securities represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution, and appropriate restrictive legends were affixed to the certificates representing the securities (or reflected in restricted book entry with the Company's transfer agent). The parties also had adequate access, through business or other relationships, to information about the Company.
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in Item 5.03 of this Current Report is incorporated herein by reference.
Item 4.01. Changes in the Registrant's Certifying Accountant.
On
The audit report of
During the period from
The Company has provided
Item 5.01. Changes in Control of the Registrant.
The information set forth in the "Introductory Note" above and in Item 2.01 of this Current Report is incorporated herein by reference.
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Directors and Officers
The information set forth in Item 2.01 of this Current Report under the heading entitled "Directors and Executive Officers, Including Description of Board Committees and Director Independence" is incorporated herein by reference. The information set forth in the section of the Proxy Statement entitled "Proposal No. 4-The Director Election Proposal" beginning on page 139 of the Proxy Statement is incorporated herein by reference.
Compensatory Arrangements
The information set forth in Item 1.01 of this Current Report under the heading entitled "2020 Long-Term Incentive Plan" is incorporated herein by reference. The information set forth in Item 2.01 of this Current Report under the heading entitled "Directors and Executive Officers, Including Description of Board Committees and Director Independence" is incorporated herein by reference.
The information set forth in the section of the Proxy Statement entitled "Executive Compensation of Romeo" beginning on page 175 of the Proxy Statement is incorporated herein by reference.
Legacy Romeo's board of directors approved the
As described in Item 2.01 of this Current Report, effective as of the Effective
Time, the Board appointed
The information set forth in the section of the Proxy Statement entitled "Certain Relationships and Related Person Transactions" beginning on page 218 of the Proxy Statement is incorporated herein by reference with respect to the Appointed Officers.
The information set forth in the section of the Proxy Statement entitled "Management of the Combined Company-Information about Executive Officers and Directors of the Combined Company" beginning on page 244 of the Proxy Statement is incorporated herein by reference with respect to the Appointed Officers.
The information set forth in the section of the Proxy Statement entitled
"Executive Compensation of Romeo-Agreements with Romeo's Named Executive
Officers and Potential Payments Upon Termination or Change of Control" beginning
on page 176 of the Proxy Statement is incorporated herein by reference with
respect to the Appointed Officers other than
Agreement withLauren Webb
Effective as of
Agreement withCriswell Choi
On
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Retention Agreements
Each of
The retention bonus will be paid to the executive as a cash advance no later
than
The foregoing description of the compensatory arrangements of the Company's officers, including the description in the Proxy Statement referenced above, does not purport to be complete and is qualified in its entirety by the full text of each of the officer's employment agreements and the form of retention agreement, copies of which are attached hereto as Exhibit 10.11, Exhibit 10.12, Exhibit 10.13, Exhibit 10.14, Exhibit 10.23, Exhibit 10.24, and Exhibit 10.25, respectively, and are incorporated herein by reference.
Indemnity Agreements
The information set forth in Item 1.01 of this Current Report under the heading entitled "Indemnity Agreements" is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The audited consolidated financial statements of Legacy Romeo as of and for the
years ended
The unauditedcondensed consolidated financial statements of Legacy Romeo as of
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined balance sheet as of
(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 Filed herewith
Incorporation
3.2 Amended and Restated Bylaws of Romeo Power, Filed herewith
Inc.
4.1 Specimen Common Stock Certificate Filed herewith
4.2 Specimen Warrant Certificate Filed herewith
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
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4.4 Amended and Restated Registration Rights Filed herewith
Agreement, dated as of December 29, 2020, by
and among Romeo Power, Inc., RMG Sponsor, LLC,
each of the Existing Holders (as defined
therein), and each of the New Holders (as
defined therein)
4.5 Form of Romeo Systems, Inc. Stock Purchase Filed herewith
Warrant
10.1# Form of Indemnity Agreement Filed herewith
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 Filed herewith
December 29, 2020, by and among Romeo Power,
Inc., RMG Sponsor, LLC, and each stockholder
party thereto
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 Filed herewith
Plan
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
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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
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