United States
Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
Romeo Power, Inc.
(Name of Issuer)
Common stock, par value $0.0001 per share
(Title of Class of Securities)
776153108
(CUSIP Number)
December 31, 2020
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 776153108 | Schedule 13G | Page 1 of 10 |
| 1 | Names of Reporting Persons RMG Sponsor, LLC | |
| 2 | Check the Appropriate Box if a Member of a Group | (a)
¨ (b) ¨ |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole
Voting Power
|
| 6 | Shared Voting Power
| |
| 7 | Sole Dispositive Power
| |
| 8 | Shared Dispositive Power
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 8,941,667 |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable |
| 11 | Percent of Class Represented by Amount in Row 9 6.8% |
| 12 | Type of Reporting Person OO (Limited Liability Company) |
| CUSIP No. 776153108 | Schedule 13G | Page 2 of 10 |
| 1 | Names of Reporting Persons MKC Investments LLC | |
| 2 | Check the Appropriate Box if a Member of a Group | (a)
¨ (b) ¨ |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole
Voting Power
|
| 6 | Shared Voting Power
| |
| 7 | Sole Dispositive Power
| |
| 8 | Shared Dispositive Power
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 8,941,667 |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable |
| 11 | Percent of Class Represented by Amount in Row 9 6.8% |
| 12 | Type of Reporting Person OO (Limited Liability Company) |
| CUSIP No. 776153108 | Schedule 13G | Page 3 of 10 |
| 1 | Names of Reporting Persons David James Carpenter | |
| 2 | Check the Appropriate Box if a Member of a Group | (a)
¨ (b) ¨ |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization United States | |
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole
Voting Power
|
| 6 | Shared Voting Power
| |
| 7 | Sole Dispositive Power
| |
| 8 | Shared Dispositive Power
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 8,941,667 |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable |
| 11 | Percent of Class Represented by Amount in Row 9 6.8% |
| 12 | Type of Reporting Person IN |
| CUSIP No. 776153108 | Schedule 13G | Page 4 of 10 |
| 1 | Names of Reporting Persons Philip Kassin | |
| 2 | Check the Appropriate Box if a Member of a Group | (a)
¨ (b) ¨ |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization United States | |
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole
Voting Power
|
| 6 | Shared Voting Power
| |
| 7 | Sole Dispositive Power
| |
| 8 | Shared Dispositive Power
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 9,104,725 |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable |
| 11 | Percent of Class Represented by Amount in Row 9 7.0% |
| 12 | Type of Reporting Person IN |
| CUSIP No. 776153108 | Schedule 13G | Page 5 of 10 |
| 1 | Names of Reporting Persons Robert S. Mancini | |
| 2 | Check the Appropriate Box if a Member of a Group | (a)
¨ (b) ¨ |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization United States | |
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole
Voting Power
|
| 6 | Shared Voting Power
| |
| 7 | Sole Dispositive Power
| |
| 8 | Shared Dispositive Power
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 8,941,667 |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable |
| 11 | Percent of Class Represented by Amount in Row 9 6.8% |
| 12 | Type of Reporting Person IN |
| CUSIP No. 776153108 | Schedule 13G | Page 6 of 10 |
| ITEM 1. | (a) | Name of Issuer: |
Romeo Power, Inc. (the “Issuer”).
| (b) | Address of Issuer’s Principal Executive Offices: |
4380 Ayers Avenue, Vernon, California 90058.
| ITEM 2. | (a) | Name of Person Filing: |
Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:
RMG Sponsor, LLC;
MKC Investments LLC;
David James Carpenter;
Philip Kassin; and
Robert S. Mancini.
| (b) | Address or Principal Business Office: |
The principal business address of the Reporting Persons is C/O RMG Sponsor, LLC, 50 West Street, Suite 40-C, New York, New York, 10006.
| (c) | Citizenship of each Reporting Person is: |
Each of RMG Sponsor, LLC and MKC Investments LLC are organized under the laws of the state of Delaware. Each of the other Reporting Persons are citizens of the United States.
| (d) | Title of Class of Securities: |
Common stock, par value $0.0001 per share (“Common Stock”).
| (e) | CUSIP Number: |
776153108
ITEM 3.
Not applicable.
| CUSIP No. 776153108 | Schedule 13G | Page 7 of 10 |
| ITEM 4. | Ownership. |
(a-c)
The following sets forth, as of the date of this Schedule 13G, the aggregate number and percentage of Common Stock beneficially owned by the Reporting Persons, as well as the number of Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 126,787,151 shares of Common Stock outstanding as of December 29, 2020 based on the current report on Form 8-K filed with the Securities and Exchange Commission on January 5, 2021.
| Reporting Person | Amount beneficially owned | Percent of class: | Sole power to vote or to direct the vote: | Shared power to vote or to direct the vote: | Sole power to dispose or to direct the disposition of: | Shared power to dispose or to direct the disposition of: | ||||||||||||||||||
| RMG Sponsor, LLC | 8,941,667 | 6.8 | % | 0 | 8,941,667 | 0 | 8,941,667 | |||||||||||||||||
| MKC Investments LLC | 8,941,667 | 6.8 | % | 0 | 8,941,667 | 0 | 8,941,667 | |||||||||||||||||
| David James Carpenter | 8,941,667 | 6.8 | % | 0 | 8,941,667 | 0 | 8,941,667 | |||||||||||||||||
| Philip Kassin | 9,104,725 | 7.0 | % | 163,058 | 8,941,667 | 163,058 | 8,941,667 | |||||||||||||||||
| Robert S. Mancini | 8,941,667 | 6.8 | % | 0 | 8,941,667 | 0 | 8,941,667 | |||||||||||||||||
RMG Sponsor, LLC is the record holder of 5,175,000 shares of Common Stock and may be deemed the beneficial owner of 3,766,667 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock held of record by RMG Sponsor, LLC. In addition, Mr. Kassin may be deemed the beneficial owner of 163,058 shares of Common Stock issuable upon the exercise of warrants to purchase Common Stock held of record by Mr. Kassin.
MKC Investments LLC is the sole managing member of RMG Sponsor, LLC, and Messrs. Carpenter, Mancini and Kassin are the managing members of MKC Investments LLC. As a result, each of MKC Investments LLC, and Messrs. Carpenter, Mancini, and Kassin may be deemed to share beneficial ownership of the securities beneficially owned by RMG Sponsor, LLC.
| ITEM 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| ITEM 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| ITEM 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
Not applicable.
| CUSIP No. 776153108 | Schedule 13G | Page 8 of 10 |
| ITEM 8. | Identification and Classification of Members of the Group. |
Not applicable.
| ITEM 9. | Notice of Dissolution of Group. |
Not applicable.
| ITEM 10. | Certification. |
Not applicable.
| CUSIP No. 776153108 | Schedule 13G | Page 9 of 10 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 11, 2021
| RMG Sponsor, LLC | ||
| By: MKC Investments LLC, its sole managing member | ||
| By: | /s/ Philip Kassin | |
| Name: | Philip Kassin | |
| Title: | President and Chief Operating Officer |
| MKC Investments LLC | ||
| By: | /s/ Philip Kassin | |
| Name: | Philip Kassin | |
| Title: | President and Chief Operating Officer |
| David James Carpenter | |
| /s/ David James Carpenter | |
| Philip Kassin | |
| /s/ Philip Kassin | |
| Robert S. Mancini | |
| /s/ Robert S. Mancini |
| CUSIP No. 776153108 | Schedule 13G | Page 10 of 10 |
LIST OF EXHIBITS
| Exhibit No. | Description |
| 99 | Joint Filing Agreement. |
Exhibit 99
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13G. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 10th day of February, 2021.
| RMG Sponsor, LLC | ||
| By: MKC Investments LLC, its sole managing member | ||
| By: | /s/ Philip Kassin | |
| Name: | Philip Kassin | |
| Title: | President and Chief Operating Officer |
| MKC Investments LLC | ||
| By: | /s/ Philip Kassin | |
| Name: | Philip Kassin | |
| Title: | President and Chief Operating Officer |
| David James Carpenter | |
| /s/ David James Carpenter | |
| Philip Kassin | |
| /s/ Philip Kassin | |
| Robert S. Mancini | |
| /s/ Robert S. Mancini |