0001140361-24-007995.txt : 20240214 0001140361-24-007995.hdr.sgml : 20240214 20240214162538 ACCESSION NUMBER: 0001140361-24-007995 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20240214 DATE AS OF CHANGE: 20240214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RMG Acquisition Corp. III CENTRAL INDEX KEY: 0001838108 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRICAL INDUSTRIAL APPARATUS [3620] ORGANIZATION NAME: 04 Manufacturing IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-93482 FILM NUMBER: 24638880 BUSINESS ADDRESS: STREET 1: 57 OCEAN, SUITE 403 STREET 2: 5775 COLLINS AVENUE CITY: MIAMI BEACH STATE: FL ZIP: 33140 BUSINESS PHONE: (786) 584-8352 MAIL ADDRESS: STREET 1: 57 OCEAN, SUITE 403 STREET 2: 5775 COLLINS AVENUE CITY: MIAMI BEACH STATE: FL ZIP: 33140 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Walleye Capital LLC CENTRAL INDEX KEY: 0001758720 ORGANIZATION NAME: IRS NUMBER: 202560520 STATE OF INCORPORATION: MN FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 315 PARK AVE S FLOOR 18 CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 9523455200 MAIL ADDRESS: STREET 1: 315 PARK AVE S FLOOR 18 CITY: NEW YORK STATE: NY ZIP: 10010 FORMER COMPANY: FORMER CONFORMED NAME: Walleye Trading Advisors, LLC DATE OF NAME CHANGE: 20181109 SC 13G 1 ef20020237_sc13g.htm SC 13G
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. )*

RMG Acquisition Corp. III
(Name of Issuer)
 
Class A Ordinary Shares, par value $0.0001 per share
(Title of Class of Securities)

G76088106
(CUSIP Number)
 
December 31, 2023
(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)
  ☒
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. G76088106
SCHEDULE 13G
Page 2 of 4 Pages
1
NAMES OF REPORTING PERSONS
 
 
Walleye Capital LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(b)☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Minnesota
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
257,547
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
257,547
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
257,547
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
40.51%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IA
 
 
 
 

CUSIP No. G76088106
SCHEDULE 13G
Page 3 of 4 Pages
Item 1.
(a) Name of Issuer

RMG Acquisition Corp. III (the “Issuer”)
 
Item 1.
(b) Address of Issuer’s Principal Executive Offices
 
57 Ocean, Suite 403
5775 Collins Avenue
Miami Beach, FL 33140
 
Item 2.
(a, b, c) Names of Person Filing, Address of Principal Business Office, Citizenship:
 
Walleye Capital LLC, a Minnesota limited liability company, 315 Park Ave. South, New York, NY 10010.
 
Item 2.
(d) Title of Class of Securities
 
Class A ordinary shares, par value $0.0001 per share (“Ordinary Shares”)
 
Item 2.
(e) CUSIP No.:
 
G76088106
 
Item 3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
 
Not Applicable.
 
Item 4.
Ownership
 
Information with respect to the Reporting Person’s ownership of the Ordinary Shares as of December 31, 2023, is incorporated by reference to items (5) - (9) and (11) of the cover page for the Reporting Person.

The percentage of the Ordinary Shares beneficially owned by the Reporting Person reported herein is calculated based on a total of 635,778 Ordinary Shares outstanding as of November 20, 2023, as reported in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 20, 2023.
 
Item 5.
Ownership of Five Percent or Less of a Class
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
 
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 or Control Person
 
Not Applicable.
 
Item 8.
Identification and Classification of Members of the Group
 
Not Applicable.
 
Item 9.
Notice of Dissolution of Group
 
Not Applicable.
 
Item 10.
Certification (if filing pursuant to Rule 13d-1(d))
 
Not Applicable.
 
CUSIP No. G76088106
SCHEDULE 13G
Page 4 of 4 Pages
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.

Dated: February 14, 2024

 
Walleye Capital LLC
     
 
By:
/s/ Thomas L. Wynn IV
   
Thomas L. Wynn IV, Global Chief Compliance Officer