RMG Acquisition Corp. III: Nasdaq/NYSE listing notice — RMG III receives second Nasdaq delisting notice; shareholders approve business combination extension to Aug 9, 2024

June 20, 2023, RMG Acquisition Corp. III (the “Company”) received a deficiency letter from the Listing Qualifications Department (the “Staff”) of The NASDAQ Stock Market (“Nasdaq”), notifying the Company that, for the previous 30 consecutive business days, the Company’s minimum Market Value of Listed Securities (“MVLS”) was below the minimum of US$35 million required for continued listing on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(b)(2) (the “Market Value Standard”). In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company was given 180 calendar days, or until

Effective February 7, 2024, to effectuate the Third Extension, the Company filed with the Cayman Islands Registrar of Companies the Fourth Amended and Restated Memorandum and Articles of Association of the Company (the “Fourth A&R Charter”).

Proposal 1 The Shareholders approved, by special resolution, the proposal to amend and restate the Company's Amended and Restated Memorandum and Articles of Association in the form set forth in Annex A of the proxy statement to extend the date by which the Company must (1) consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination (an “initial business combination”), (2) cease its operations except for the purpose of winding up if it fails to complete such initial business combination, and (3) redeem all of the Class A Ordinary Shares included as part of the units sold in the Company's initial public offering that was consummated on February 9, 2021, from February 9, 2024, to April 9, 2024 (the “Extended Date”), and to allow the Company, without another shareholder vote, to elect to further extend the date to consummate a business combination up to four times by an additional month each time after the Extended Date, upon two d