0001213900-24-047449.txt : 20240529 0001213900-24-047449.hdr.sgml : 20240529 20240529160009 ACCESSION NUMBER: 0001213900-24-047449 CONFORMED SUBMISSION TYPE: RW PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20240529 DATE AS OF CHANGE: 20240529 FILER: 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: RW SEC ACT: SEC FILE NUMBER: 333-273150 FILM NUMBER: 24998201 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 RW 1 ea020703901-rw_rmgacqiii.htm WITHDRAWAL REQUEST

May 29, 2024

Via EDGAR Transmission

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E. Washington, D.C. 20549-6010

Attn: Sarah Sidwell

Evan Ewing

	Re:	RMG Acquisition Corp. III
		Request for Withdrawal of Registration Statement on Form S-4
		Registration No. 333-273150

Dear Ms. Sidwell and Mr. Ewing:

On July 6, 2023, RMG Acquisition Corp. III (the “Company”) initially filed Registration Statement No. 333-273150 on Form S-4 (together with the exhibits and amendments thereto, the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”).

Pursuant to Rule 477 under the Securities Act of 1933, as amended (the “Securities Act”), the Company hereby requests that the Commission consent to the withdrawal of the Registration Statement effective as of the date hereof. The Company is seeking withdrawal of the Registration Statement because it no longer plans to proceed with the business combination contemplated by the Registration Statement. The Registration Statement has not been declared effective by the Commission, and no securities have been issued or sold under the Registration Statement.

The Company acknowledges that no refund will be made for fees paid to the Commission in connection with the filing of the Registration Statement. However, in accordance with Rule 457(p) under the Securities Act, the Company requests that all fees paid to the Commission in connection with the filing of the Registration Statement be credited for future use.

Please direct any questions or comments regarding this correspondence to our counsel, David Allinson of Latham & Watkins LLP, at (212) 906-1200.

Thank you for your assistance in this matter.

Very truly yours,

RMG ACQUISITION CORP. III

/s/ Robert S. Mancini

Name: Robert S. Mancini

Title: Chief Executive Officer and Chairman

cc:	Philip Kassin, Company

Om Pandya, Esq., Latham & Watkins LLP