---
schema_version: "secwatch.filing_event.v1"
accession: "0001140361-23-051898"
form_type: "8-K"
ticker: null
cik: "0001838108"
company_name: "RMG Acquisition Corp. III"
filed_at: "2023-11-07T23:59:59+00:00"
generated_at: "2026-06-08T17:18:10.237568+00:00"
event_type: "regulatory"
sentiment: "neutral"
materiality_score: 0.5
calibrated_materiality_score: 0.5
confidence: "high"
source: SEC EDGAR
---

# RMG Acquisition Corp III resolves Nasdaq delisting notice via board changes

## Summary
- On Nov 1, Nasdaq notified RMG of delisting procedures due to non-compliant board independence under Rule 5605(b)(1).
- Director D. James Carpenter resigned on Nov 6; resignation was not due to any dispute with the company.
- On Nov 7, Nasdaq confirmed RMG returned to compliance and terminated delisting procedures.
- Carpenter appointed Executive Vice President on Nov 7; CEO Robert S. Mancini appointed Chairman.
- Delisting threat arose because a majority of the board was not independent; resolved by resignation and appointment.

## SEC filing metadata
- accession: 0001140361-23-051898
- form_type: 8-K
- cik: 0001838108
- company_name: RMG Acquisition Corp. III
- filed_at: 2023-11-07T23:59:59+00:00
- event_type: regulatory
- sentiment: neutral
- materiality_score: 0.5
- calibrated_materiality_score: 0.5
- confidence: high
- sec_items: 3.01, 5.02
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1838108/000114036123051898/0001140361-23-051898-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1838108/000114036123051898/ef20014137_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001140361-23-051898
- JSON: https://secwatch.observer/filing/0001140361-23-051898.json
- Plain text: https://secwatch.observer/filing/0001140361-23-051898.txt

## Key facts
- Listing & Compliance Notices
  RMG Acquisition Corp. III received a nasdaq delisting notice notice regarding board independence (rules 5605(b)(1), 5605(c)(4)).
  - Exchange: nasdaq
  - Notice: delisting notice
  - Deficiency: board independence
  - Rules: 5605(b)(1), 5605(c)(4)
  source text: November 1, 2023, RMG Acquisition Corp. III (the “Company”) was notified by the staff of the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) that, following its determination that the Company did not meet the terms of an extension cure period provided under Nasdaq Listing Rule 5605(c)(4), the Staff had determined to initiate procedures to delist the Company’s securities due to the Company’s non-compliance with the continued listing requirements as set forth in Nasdaq Listing Rule 5605(b)(1) regarding the composition of the Company’s board of director
  evidence_url: https://www.sec.gov/Archives/edgar/data/1838108/000114036123051898/0001140361-23-051898-index.htm
- Executive change
  D. James Carpenter was appointed as Executive Vice President at RMG Acquisition Corp. III.
  - Action: appointed
  - Role: Executive Vice President
  source text: On November 7, 2023, D. James Carpenter was appointed as Executive Vice President and Robert S. Mancini was appointed as Chairman of the Board.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1838108/000114036123051898/0001140361-23-051898-index.htm
- Executive change
  Robert S. Mancini was appointed as Chairman of the Board at RMG Acquisition Corp. III.
  - Action: appointed
  - Role: Chairman of the Board
  source text: On November 7, 2023, D. James Carpenter was appointed as Executive Vice President and Robert S. Mancini was appointed as Chairman of the Board.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1838108/000114036123051898/0001140361-23-051898-index.htm
- Executive change
  D. James Carpenter resigned as Director at RMG Acquisition Corp. III.
  - Action: resigned
  - Role: Director
  source text: On November 6, 2023, D. James Carpenter resigned from the Board.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1838108/000114036123051898/0001140361-23-051898-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.