--- schema_version: "secwatch.filing_event.v1" accession: "0001213900-26-067856" form_type: "8-K" ticker: null cik: "0002104879" company_name: "RMG ML Sports Holdings" filed_at: "2026-06-11T20:30:30+00:00" generated_at: "2026-06-11T20:37:53.237495+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # RMG ML Sports Holdings prices $200M IPO of 20M units on Nasdaq under ticker SHOTU ## Summary - Priced IPO of 20M units at $10.00/unit for gross proceeds of $200M; units begin trading June 10 under 'SHOTU'. - Each unit consists of one Class A ordinary share and one right to receive 1/8 share upon business combination. - Sponsor purchased 210,000 private placement units at $10.00 each, raising $2.1M; units locked up 30 days post-business combination. - Net proceeds of $189.1M placed in trust account; funds released upon business combination or within 21 months if no deal. - Board expanded with Keith Wyness and Robert Warfield as independent directors; committees of audit, compensation, governance formed. ## SEC filing metadata - accession: 0001213900-26-067856 - form_type: 8-K - cik: 0002104879 - company_name: RMG ML Sports Holdings - filed_at: 2026-06-11T20:30:30+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 1.01, 3.02, 5.02, 5.03, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/2104879/000121390026067856/0001213900-26-067856-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/2104879/000121390026067856/ea0294444-8k_rmgml.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001213900-26-067856 - JSON: https://secwatch.observer/filing/0001213900-26-067856.json - Plain text: https://secwatch.observer/filing/0001213900-26-067856.txt ## Key facts - Equity Issuances RMG ML Sports Holdings issued 210,000 Units of unit to RMG ML Sports Holdings Sponsor LLC for at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $2,100,000. - Security: unit - Shares: 210,000 Units - Purchaser: RMG ML Sports Holdings Sponsor LLC - Consideration: at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $2,100,000 source text: On June 9, 2026, simultaneously with the closing of the IPO, pursuant to the Private Placement Unit Purchase Agreement, the Company completed the private sale of an aggregate of 210,000 Units (the “ Private Placement Units ”) to the Sponsor at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $2,100,000. evidence_url: https://www.sec.gov/Archives/edgar/data/2104879/000121390026067856/0001213900-26-067856-index.htm - Executive change Keith Wyness was appointed as Director at RMG ML Sports Holdings. - Action: appointed - Role: Director source text: On June 9, 2026, in connection with the IPO, Keith Wyness and Robert Warfield were appointed to the board of directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/2104879/000121390026067856/0001213900-26-067856-index.htm - Executive change Robert Warfield was appointed as Director at RMG ML Sports Holdings. - Action: appointed - Role: Director source text: On June 9, 2026, in connection with the IPO, Keith Wyness and Robert Warfield were appointed to the board of directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/2104879/000121390026067856/0001213900-26-067856-index.htm - Executive change Paul Grinberg was appointed as Director at RMG ML Sports Holdings. - Role: Director source text: Mr. Grinberg, Mr. Wyness and Mr. Warfield are independent directors. evidence_url: https://www.sec.gov/Archives/edgar/data/2104879/000121390026067856/0001213900-26-067856-index.htm - Governance Changes RMG ML Sports Holdings: Adopted amended and restated memorandum and articles of association effective June 9, 2026 in connection with the IPO (effective 2026-06-09). - Change: charter amendment - Effective: 2026-06-09 source text: On June 9, 2026, in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association (the “ Articles ”), effective the same day. evidence_url: https://www.sec.gov/Archives/edgar/data/2104879/000121390026067856/0001213900-26-067856-index.htm - Material Agreements RMG ML Sports Holdings entered into Registration Rights Agreement with RMG ML Sports Holdings Sponsor LLC valued at Registration Rights Agreement between Company and Sponsor (effective 2026-06-09). - Action: entry - Counterparty: RMG ML Sports Holdings Sponsor LLC - Value: Registration Rights Agreement between Company and Sponsor - Effective: 2026-06-09 source text: etter Agreement, dated June 9, 2026, by and among the Company, RMG ML Sports Holdings Sponsor LLC (the “ Sponsor ”) and each of the officers and directors of the Company, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein evidence_url: https://www.sec.gov/Archives/edgar/data/2104879/000121390026067856/0001213900-26-067856-index.htm - Material Agreements RMG ML Sports Holdings entered into Underwriting Agreement with Santander US Capital Markets LLC valued at Underwriting Agreement for IPO of 20,000,000 units at $10.00 per unit, gross proceeds $200,000,000 (effective 2026-06-09). - Action: entry - Agreement: underwriting - Counterparty: Santander US Capital Markets LLC - Value: Underwriting Agreement for IPO of 20,000,000 units at $10.00 per unit, gross proceeds $200,000,000 - Effective: 2026-06-09 source text: nderwriting Agreement, dated June 9, 2026 by and between the Company and Santander US Capital Markets LLC, as representative of the evidence_url: https://www.sec.gov/Archives/edgar/data/2104879/000121390026067856/0001213900-26-067856-index.htm - Material Agreements RMG ML Sports Holdings entered into Letter Agreement with RMG ML Sports Holdings Sponsor LLC valued at Letter Agreement among Company, Sponsor, and officers/directors (effective 2026-06-09). - Action: entry - Counterparty: RMG ML Sports Holdings Sponsor LLC - Value: Letter Agreement among Company, Sponsor, and officers/directors - Effective: 2026-06-09 source text: A Letter Agreement, dated June 9, 2026, by and among the Company, RMG ML Sports Holdings Sponsor LLC (the “ Sponsor ”) and each of the officers and directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/2104879/000121390026067856/0001213900-26-067856-index.htm - Material Agreements RMG ML Sports Holdings entered into Rights Agreement with Continental Stock Transfer & Trust Company valued at Rights Agreement for one right to receive one-eighth of one Ordinary Share upon business combination (effective 2026-06-09). - Action: entry - Counterparty: Continental Stock Transfer & Trust Company - Value: Rights Agreement for one right to receive one-eighth of one Ordinary Share upon business combination - Effective: 2026-06-09 source text: A Rights Agreement, dated June 9, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as rights agent evidence_url: https://www.sec.gov/Archives/edgar/data/2104879/000121390026067856/0001213900-26-067856-index.htm - Material Agreements RMG ML Sports Holdings entered into Investment Management Trust Agreement with Continental Stock Transfer & Trust Company valued at Investment Management Trust Agreement with Continental Stock Transfer & Trust Company as trustee (effective 2026-06-09). - Action: entry - Counterparty: Continental Stock Transfer & Trust Company - Value: Investment Management Trust Agreement with Continental Stock Transfer & Trust Company as trustee - Effective: 2026-06-09 source text: An Investment Management Trust Agreement, dated June 9, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee evidence_url: https://www.sec.gov/Archives/edgar/data/2104879/000121390026067856/0001213900-26-067856-index.htm - Material Agreements RMG ML Sports Holdings entered into Private Placement Units Purchase Agreement with RMG ML Sports Holdings Sponsor LLC valued at Private Placement Units Purchase Agreement between Company and Sponsor (effective 2026-06-09). - Action: entry - Agreement: equity purchase - Counterparty: RMG ML Sports Holdings Sponsor LLC - Value: Private Placement Units Purchase Agreement between Company and Sponsor - Effective: 2026-06-09 source text: etter Agreement, dated June 9, 2026, by and among the Company, RMG ML Sports Holdings Sponsor LLC (the “ Sponsor ”) and each of the officers and directors of the Company, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein evidence_url: https://www.sec.gov/Archives/edgar/data/2104879/000121390026067856/0001213900-26-067856-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.