UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 OR 15(d)

OFof ~~THE~~the ~~SECURITIES~~Securities ~~EXCHANGE~~Exchange ~~ACT~~Act OFof 1934

Date of Report (Date of earliest event reported): ~~April~~May 229, 2024 (May 3, 2024)

RMG ACQUISITION CORP. III

(Exact name of registrant as specified in its charter)

Cayman Islands		001-40013		98-1574120
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

57 Ocean, Suite 403

5775 Collins Avenue

Miami Beach, Florida

33140

(Address of principal executive offices)

(Zip Code)

(786) 359-4103

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-fifth of one redeemable warrant	RMGCU	The Nasdaq Stock Market LLC
Class A ordinary shares included as part of the units	RMGC	The Nasdaq Stock Market LLC
Redeemable warrants included as part of the units	RMGCW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 35.0102. ~~Notice~~Departure of ~~Delisting~~Directors or ~~Failure~~Certain toOfficers; ~~Satisfy~~Election aof ~~Continued~~Directors; ~~Listing~~Appointment ~~Rule~~of orCertain ~~Standard~~Officers; ~~Transfer~~Compensatory Arrangements of ~~Listing~~Certain Officers.

~~The~~On ~~information~~May ~~contained~~3, in2024, ~~Item~~Wesley 8Sima resigned as Chief Financial Officer of RMG Acquisition Corp.01 isIII ~~incorporated~~(the by“Company”). ~~reference~~His decision to resign was not due to any dispute or disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The Company entered into ~~this~~a ~~Item~~Financial Advisor Agreement (the “Consulting Agreement”) with Wesley Sima, effective May 3, 2024, under which Mr.01 toSima ~~the~~will ~~extent~~perform ~~required~~consulting services as an independent contractor, including evaluating potential business combinations and preparing quarterly and annual reports, among other services.

~~Item 8.01 Regulation FD Disclosure~~1

On April 19, 2024, RMG Acquisition Corp. III. (the “Company”) issued a press release on April 19, 2024 announcing that the Company was in the process of appealing the previously-reported delisting determination and that the Company expected its securities would remain listed on The Nasdaq Capital Market during the appeals process.SIGNATURES

OnPursuant ~~April~~to ~~19, 2024,~~ the ~~Company~~requirements ~~was~~of ~~notified~~the bySecurities ~~Nasdaq~~Exchange ~~that~~Act itof ~~would~~1934, ~~not grant~~ the ~~Company~~registrant anhas ~~appeal~~duly ~~and~~caused ~~therefore~~this ~~the~~report ~~Company’s~~to ~~securities would~~ be ~~suspended~~signed ~~at the close of business~~ on ~~April~~its ~~22, 2024~~behalf ~~and~~by ~~thereafter delisted. On April 22, 2024,~~ the ~~Companny~~undersigned ~~issued~~hereunto aduly ~~press release announcing the delisting~~authorized.

The Company will seek to list its securities on a market operated by OTC Markets Group Inc. so that a trading market may continue to exist for such securities. The Company intends to apply for re-listing on The Nasdaq Capital Market or another national securities exchange in connection with a business combination.

	RMG ACQUISITION CORP. III

Date: May 9, 2024	By:	/s/ Robert S. Mancini
	Name:	Robert S. Mancini
	Title:	Chief Executive Officer and Chairman

As of the date of this report, the Company has not received approval from OTC Markets Group Inc., The Nasdaq Capital Market or any other stock exchange for such listing or re-listing, and there can be no assurance that the Company will obtain such approval. 2

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1		Press Release, dated April 22, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: April 22, 2024
RMG ACQUISITION CORP. III
By:	/s/ Robert S. Mancini
Name:	Robert S. Mancini
Title:	Chief Executive Officer

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