---
schema_version: "secwatch.filing_event.v1"
accession: "0001140361-24-006721"
form_type: "8-K"
ticker: null
cik: "0001838108"
company_name: "RMG Acquisition Corp. III"
filed_at: "2024-02-09T23:59:59+00:00"
generated_at: "2026-06-06T04:57:37.975003+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.65
calibrated_materiality_score: 0.65
confidence: "high"
source: SEC EDGAR
---

# RMG III receives second Nasdaq delisting notice; shareholders approve business combination extension to Aug 9, 2024

## Summary
- Received second Nasdaq delisting notice on Feb 5 for failing to complete business combination within 36 months; hearing set Mar 21.
- Regained compliance with Market Value Standard on Feb 8; only additional basis issue remains.
- Shareholders approved extension of business combination deadline to Apr 9, with option to extend to Aug 9, 2024.
- 8 shareholders redeemed 80,694 Class A shares (1.95%) in connection with extension.

## SEC filing metadata
- accession: 0001140361-24-006721
- form_type: 8-K
- cik: 0001838108
- company_name: RMG Acquisition Corp. III
- filed_at: 2024-02-09T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.65
- calibrated_materiality_score: 0.65
- confidence: high
- sec_items: 3.01, 5.03, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1838108/000114036124006721/0001140361-24-006721-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1838108/000114036124006721/ny20019525x1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001140361-24-006721
- JSON: https://secwatch.observer/filing/0001140361-24-006721.json
- Plain text: https://secwatch.observer/filing/0001140361-24-006721.txt

## Key facts
- Listing & Compliance Notices
  RMG Acquisition Corp. III received a nasdaq deficiency notice notice regarding market value (rules 5550(b)(2), 5810(c)(3)(C)).
  - Exchange: nasdaq
  - Notice: deficiency notice
  - Deficiency: market value
  - Rules: 5550(b)(2), 5810(c)(3)(C)
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1838108/000114036124006721/0001140361-24-006721-index.htm
- Governance Changes
  RMG Acquisition Corp. III: Filed Fourth Amended and Restated Memorandum and Articles of Association to extend business combination deadline to April 9, 2024, with additional monthly extensions up to August 9, 2024, through a third extension proposal approved by shareholders (effective 2024-02-07).
  - Change: charter amendment
  - Effective: 2024-02-07
  source text: 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”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1838108/000114036124006721/0001140361-24-006721-index.htm
- Shareholder Votes
  RMG Acquisition Corp. III shareholders approved Extension Proposal to amend and restate the Company's Amended and Restated Memorandum and Articles of Association to extend the business combination deadline at the 2024-02-07 meeting.
  - Proposal: merger approval
  - Outcome: passed
  - Meeting: 2024-02-07
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1838108/000114036124006721/0001140361-24-006721-index.htm

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