SC 13G/A 1 ef20035629_sc13ga.htm SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

RMG Acquisition Corp. III

(Name of Issuer)

Class A Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)

G76088106

(CUSIP Number)

September 30, 2024

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐

Rule 13d-1(b)

☐

Rule 13d-1(c)

☒

Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. G76088106

SCHEDULE 13G

Page 2 of 5 Pages

1	NAMES OF REPORTING PERSONS
	Walleye Capital LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Minnesota

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			257,547

		6	SHARED VOTING POWER
			0

		7	SOLE DISPOSITIVE POWER
			257,547

		8	SHARED DISPOSITIVE POWER
			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	257,547

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	6.35%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IA

CUSIP No. G76088106

SCHEDULE 13G

Page 3 of 5 Pages

Item 1.

(a) Name of Issuer

RMG Acquisition Corp. III (the “Issuer”)

Item 1.

(b) Address of Issuer’s Principal Executive Offices

57 Ocean, Suite 403

5775 Collins Avenue

Miami Beach, FL 33140

Item 2.

(a, b, c) Names of Person Filing, Address of Principal Business Office, Citizenship

Walleye Capital LLC, a Minnesota limited liability company (the “Reporting Person”)

315 Park Ave. South

New York, NY 10010

Item 2.

(d) Title of Class of Securities

Class A Ordinary Shares, par value $0.0001 per share (“Ordinary Shares”)

Item 2.

(e) CUSIP No.

G76088106

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not Applicable.

Item 4.

Ownership

Information with respect to the Reporting Person’s ownership of the Ordinary Shares as of September 30, 2024, is incorporated by reference to items (5) - (9) and (11) of the cover page for the Reporting Person.

The percentage of the Ordinary Shares beneficially owned by the Reporting Person reported herein is calculated based on a total of 4,055,084 Ordinary Shares outstanding as of September 20, 2024, as reported in the Issuer’s quarterly current report on Form 8-K filed with the Securities and Exchange Commission on October 18, 2024.

CUSIP No. G76088106

SCHEDULE 13G

Page 4 of 5 Pages

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the Reporting Person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

Item 6.

Ownership of More Than Five Percent on Behalf of Another Person

Not Applicable.

Item 7.

Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

Not Applicable.

Item 8.

Identification and Classification of Members of the Group

Not Applicable.

Item 9.

Notice of Dissolution of Group

Not Applicable.

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

CUSIP No. G76088106

SCHEDULE 13G

Page 5 of 5 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: November 14, 2024

	Walleye Capital LLC

	By:	/s/ Thomas L. Wynn IV
		Thomas L. Wynn IV, Global Chief Compliance Officer

RMG Acquisition Corp. III SC 13G/A