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| CIK | 1757932 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Romeo Power Inc - Class A
SEC Filings (Chronological Order)
Questa pagina fornisce un elenco completo e cronologico dei depositi SEC, esclusi i documenti di proprietà che forniamo altrove.
| October 28, 2022 |
15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-38795 Romeo Power, Inc. (Exact name of registrant as specified i |
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| October 17, 2022 |
Third Amended and Restated Certificate of Incorporation of Romeo Power, Inc. Exhibit 3.1 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ROMEO POWER, INC. Romeo Power, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the ?Company?), hereby certifies as follows: A. The name of the Company is Romeo Power, Inc. The original Certificate of Incorporation of the Company was filed with the Secretary of State of Dela |
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| October 17, 2022 |
As filed with the Securities and Exchange Commission on October 17, 2022 As filed with the Securities and Exchange Commission on October 17, 2022 Registration No. |
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| October 17, 2022 |
As filed with the Securities and Exchange Commission on October 17, 2022 S-8 POS As filed with the Securities and Exchange Commission on October 17, 2022 Registration No. |
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| October 17, 2022 |
Third Amended and Restated Bylaws of Romeo Power, Inc. Exhibit 3.2 THIRD AMENDED AND RESTATED BYLAWS OF ROMEO POWER, INC. TABLE OF CONTENTS Page Article I Corporate Offices 1 1.1??Principal Office 1 1.2??Other Offices 1 Article II Meetings of Stockholders 1 2.1??Place Of Meetings 1 2.2??Annual Meeting 1 2.3??Special Meeting 1 2.4??Notice of Stockholders? Meetings 2 2.5??Manner of Giving Notice; Affidavit of Notice 2 2.6??Quorum 2 2.7??Adjourned Meetin |
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| October 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 14, 2022 Romeo Power, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38795 83-2289787 (State or other jurisdiction of incorporation) (Commission File |
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| October 17, 2022 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on October 28, 2022, pursuant to the provisions of Rule 12d2-2 (a). |
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| October 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (RULE 14D-100) (Amendment No. 8) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934. Romeo Power, Inc. (Name of Subject Company) J Purchaser Corp. (Offeror) Nikola Corporation (Parent of Offeror) (Names of Filing Persons) Common Stock par value, $0.0001 per share |
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| October 14, 2022 |
Exhibit 107 Calculation of Filing Fee Tables TABLE 1 ? TRANSACTION VALUATION Transaction Valuation* Fee Rate** Amount of Filing Fee Fees to Be Paid $130,110,117. |
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| October 14, 2022 |
SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 7) Romeo Power, Inc. (Name of Subject Company) Romeo Power, Inc. (Name of Person Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securities) 7 |
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| October 14, 2022 |
Nikola Completes Exchange Offer to Acquire Romeo Power Common Stock Exhibit (a)(5)(L) CONFIDENTIAL FINAL RELEASE Nikola Completes Exchange Offer to Acquire Romeo Power Common Stock PHOENIX ? October 13, 2022 ? Nikola Corporation (Nasdaq: NKLA) (?Nikola?), a provider of zero-emissions transportation and energy infrastructure solutions, today announced the successful completion of its exchange offer (the ?Offer?) to purchase all outstanding shares of common stock of Romeo Power, Inc. |
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| October 14, 2022 |
Exhibit (a)(5)(L) Nikola Completes Exchange Offer to Acquire Romeo Power Common Stock PHOENIX ? October 13, 2022 ? Nikola Corporation (Nasdaq: NKLA) (?Nikola?), a provider of zero-emissions transportation and energy infrastructure solutions, today announced the successful completion of its exchange offer (the ?Offer?) to purchase all outstanding shares of common stock of Romeo Power, Inc. |
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| October 13, 2022 |
425 Filed by Romeo Power, Inc. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14d-9 under the Securities Exchange Act of 1934, as amended Subject Company: Romeo Power, Inc. Filer’s SEC File No.: 001-38795 Date: October 13, 2022 The following communication is being filed in connection with the acquisition of Romeo Power, Inc. (“Romeo” or the “Com |
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| October 13, 2022 |
425 Filed by Romeo Power, Inc. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14d-9 under the Securities Exchange Act of 1934, as amended Subject Company: Romeo Power, Inc. Filer’s SEC File No.: 001-38795 Date: October 13, 2022 The following social media posts were made available in connection with the acquisition of Romeo Power, Inc. (“Romeo” o |
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| October 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (RULE 14D-100) (Amendment No. 7) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934. Romeo Power, Inc. (Name of Subject Company) J Purchaser Corp. (Offeror) Nikola Corporation (Parent of Offeror) (Names of Filing Persons) Common Stock par value, $0.0001 per share |
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| October 11, 2022 |
Exhibit 107 Calculation of Filing Fee Tables TABLE 1 ? TRANSACTION VALUATION Transaction Valuation* Fee Rate** Amount of Filing Fee Fees to Be Paid $130,110,117. |
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| October 11, 2022 |
Filed by Romeo Power, Inc. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14d-9 under the Securities Exchange Act of 1934, as amended Subject Company: Romeo Power, Inc. Filer?s SEC File No.: 001-38795 Date: October 11, 2022 The following social media posts were made available in connection with the acquisition of Romeo Power, Inc. (?Romeo? or th |
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| October 11, 2022 |
425 Filed by Nikola Corporation pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14d-2 of the Securities Exchange Act of 1934, as amended Subject Company: Romeo Power, Inc. |
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| October 11, 2022 |
Exhibit (a)(5)(K) Nikola Reminds Romeo Power Stockholders to Tender Shares in Exchange Offer Ahead of October 12 Deadline ? Deadline for Romeo stockholders to tender shares is less than 48 hours away: Midnight, Eastern Time, at the end of the day Wednesday, October 12, 2022, unless extended ? Romeo stockholders who own shares of Romeo common stock through a broker or nominee should contact such broker or nominee to tender as soon as possible to allow sufficient time to meet broker processing deadlines ? Romeo stockholders should contact Alliance Advisors for assistance by calling toll-free at (855) 643-7453 or by emailing nkla@allianceadvisors. |
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| October 7, 2022 |
Filed by Nikola Corporation pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14d-2 of the Securities Exchange Act of 1934, as amended Subject Company: Romeo Power, Inc. |
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| October 6, 2022 |
Exhibit (a)(5)(K) Important Reminder for All Romeo Power Stockholders: Deadline to Tender Shares for Nikola Transaction is October 12, 2022 ? Romeo stockholders should contact Alliance Advisors for assistance by calling toll-free at (855) 643-7453 or by emailing nkla@allianceadvisors. |
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| October 6, 2022 |
Filed by Romeo Power, Inc. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14d-9 under the Securities Exchange Act of 1934, as amended Subject Company: Romeo Power, Inc. Filer?s SEC File No.: 001-38795 Date: October 6, 2022 The following social media posts were made available in connection with the acquisition of Romeo Power, Inc. (?Romeo? or the |
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| October 6, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 6) Romeo Power, Inc. (Name of Subject Company) Romeo Power, Inc. (Name of Person Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securities) 776153108 ( |
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| October 5, 2022 |
Filed by Nikola Corporation pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14d-2 of the Securities Exchange Act of 1934, as amended Subject Company: Romeo Power, Inc. |
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| October 3, 2022 |
Exhibit 107 Calculation of Filing Fee Tables TABLE 1 ? TRANSACTION VALUATION Transaction Valuation* Fee Rate** Amount of Filing Fee Fees to Be Paid $130,110,117. |
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| October 3, 2022 |
Filed by Romeo Power, Inc. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14d-9 under the Securities Exchange Act of 1934, as amended Subject Company: Romeo Power, Inc. Filer?s SEC File No.: 001-38795 Date: October 3, 2022 The following social media posts were made available in connection with the acquisition of Romeo Power, Inc. (?Romeo? or the |
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| October 3, 2022 |
Exhibit (a)(5)(J) Nikola Reminds Romeo Power Stockholders to Tender Shares in Exchange Offer Before October 12 Deadline ? Romeo stockholders should contact Alliance Advisors for assistance by calling toll-free at (855) 643-7453 or by emailing nkla@allianceadvisors. |
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| October 3, 2022 |
Filed by Nikola Corporation pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14d-2 of the Securities Exchange Act of 1934, as amended Subject Company: Romeo Power, Inc. |
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| October 3, 2022 |
Filed by Romeo Power, Inc. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14d-9 under the Securities Exchange Act of 1934, as amended Subject Company: Romeo Power, Inc. Filer?s SEC File No.: 001-38795 Date: October 3, 2022 The following communication is being filed in connection with the acquisition of Romeo Power, Inc. (?Romeo? or the ?Company? |
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| October 3, 2022 |
Filed by Romeo Power, Inc. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14d-9 under the Securities Exchange Act of 1934, as amended Subject Company: Romeo Power, Inc. Filer?s SEC File No.: 001-38795 Date: October 3, 2022 The following communication is being filed in connection with the acquisition of Romeo Power, Inc. (?Romeo? or the ?Company? |
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| October 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (RULE 14D-100) (Amendment No. 6) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934. Romeo Power, Inc. (Name of Subject Company) J Purchaser Corp. (Offeror) Nikola Corporation (Parent of Offeror) (Names of Filing Persons) Common Stock par value, $0.0001 per share |
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| September 29, 2022 |
Exhibit (a)(5)(J) Romeo Power Reminds Stockholders to Tender Shares for Nikola Transaction Ahead of October 12, 2022 Deadline ? Romeo stockholders should contact Alliance Advisors for assistance by calling toll-free at (855) 643-7453 or by emailing nkla@allianceadvisors. |
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| September 29, 2022 |
Filed by Romeo Power, Inc. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14d-9 under the Securities Exchange Act of 1934, as amended Subject Company: Romeo Power, Inc. Filer?s SEC File No.: 001-38795 Date: September 29, 2022 The following social media posts were made available in connection with the acquisition of Romeo Power, Inc. (?Romeo? or |
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| September 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 5) Romeo Power, Inc. (Name of Subject Company) Romeo Power, Inc. (Name of Person Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securities) 776153108 ( |
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| September 27, 2022 |
Filed by Romeo Power, Inc. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14d-9 under the Securities Exchange Act of 1934, as amended Subject Company: Romeo Power, Inc. Filer?s SEC File No.: 001-38795 Date: September 27, 2022 The following social media posts were made available in connection with the acquisition of Romeo Power, Inc. (?Romeo? or |
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| September 27, 2022 |
Filed by Nikola Corporation pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14d-2 of the Securities Exchange Act of 1934, as amended Subject Company: Romeo Power, Inc. |
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| September 27, 2022 |
Exhibit (a)(5)(I) Nikola Announces Extension of Exchange Offer to Acquire Romeo Power Common Stock Deadline for Stockholders to Tender Shares Extended to Midnight, Eastern Time, at the end of October 12, 2022 PHOENIX ? September 27, 2022 ? Nikola Corporation (Nasdaq: NKLA) (?Nikola?), a provider of zero-emissions transportation and energy infrastructure solutions, today announced that Nikola has extended its exchange offer (the ?Offer?) to purchase all outstanding shares of common stock of Romeo Power, Inc. |
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| September 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 4) Romeo Power, Inc. (Name of Subject Company) Romeo Power, Inc. (Name of Person Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securities) 776153108 ( |
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| September 27, 2022 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables TABLE 1 – TRANSACTION VALUATION Transaction Valuation* Fee Rate** Amount of Filing Fee Fees to Be Paid $130,110,117. |
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| September 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (RULE 14D-100) (Amendment No. 5) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934. Romeo Power, Inc. (Name of Subject Company) J Purchaser Corp. (Offeror) Nikola Corporation (Parent of Offeror) (Names of Filing Persons) Common Stock par value, $0.0001 per share |
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| September 23, 2022 |
Filed by Nikola Corporation pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14d-2 of the Securities Exchange Act of 1934, as amended Subject Company: Romeo Power, Inc. |
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| September 23, 2022 |
Filed by Romeo Power, Inc. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14d-9 under the Securities Exchange Act of 1934, as amended Subject Company: Romeo Power, Inc. Filer?s SEC File No.: 001-38795 Date: September 23, 2022 The following communication is being filed in connection with the acquisition of Romeo Power, Inc. (?Romeo? or the ?Compa |
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| September 23, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (RULE 14D-100) (Amendment No. 4) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934. Romeo Power, Inc. (Name of Subject Company) J Purchaser Corp. (Offeror) Nikola Corporation (Parent of Offeror) (Names of Filing Persons) Common Stock par value, $0.0001 per share |
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| September 23, 2022 |
Exhibit 107 Calculation of Filing Fee Tables TABLE 1 ? TRANSACTION VALUATION Transaction Valuation* Fee Rate** Amount of Filing Fee Fees to Be Paid $129,578,928. |
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| September 23, 2022 |
Exhibit (a)(5)(H) Nikola Reminds Romeo Power Stockholders to Tender Shares in Exchange Offer Ahead of September 26 Deadline ? Romeo stockholders should contact Alliance Advisors for assistance by calling toll-free at (855) 643-7453 or by emailing nkla@allianceadvisors. |
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| September 22, 2022 |
Filed by Romeo Power, Inc. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14d-9 under the Securities Exchange Act of 1934, as amended Subject Company: Romeo Power, Inc. Filer?s SEC File No.: 001-38795 Date: September 22, 2022 The following social media posts were made available in connection with the acquisition of Romeo Power, Inc. (?Romeo? or |
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| September 22, 2022 |
Filed by Romeo Power, Inc. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14d-9 under the Securities Exchange Act of 1934, as amended Subject Company: Romeo Power, Inc. Filer?s SEC File No.: 001-38795 Date: September 22, 2022 The following communication is being filed in connection with the acquisition of Romeo Power, Inc. (?Romeo? or the ?Compa |
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| September 22, 2022 |
Filed by Nikola Corporation pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14d-2 of the Securities Exchange Act of 1934, as amended Subject Company: Romeo Power, Inc. |
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| September 22, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 3) Romeo Power, Inc. (Name of Subject Company) Romeo Power, Inc. (Name of Person Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securities) 776153108 ( |
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| September 22, 2022 |
Exhibit (a)(5)(I) Important Information for Romeo Power Stockholders: How to Tender Shares for Nikola Transaction Before September 26, 2022 Deadline ? Romeo stockholders should contact Alliance Advisors for assistance by calling +1 (855) 643-7453 or by emailing nkla@allianceadvisors. |
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| September 20, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (RULE 14D-100) (Amendment No. 3) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934. Romeo Power, Inc. (Name of Subject Company) J Purchaser Corp. (Offeror) Nikola Corporation (Parent of Offeror) (Names of Filing Persons) Common Stock par value, $0.0001 per share |
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| September 20, 2022 |
Exhibit (a)(5)(G) Nikola Reminds Romeo Power Stockholders to Tender Shares in Exchange Offer Before Deadline on September 26, 2022 ? Romeo?s Board of Directors has unanimously recommended that Romeo stockholders tender their shares in the Offer ? The Offer represents an approximately 34% premium based on Nikola?s and Romeo?s closing share price on July 29, 2022 ? Stockholders can contact Alliance Advisors with questions related to the Offer by calling toll-free at (855) 643-7453 or by emailing nkla@allianceadvisors. |
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| September 20, 2022 |
EX-FILING FEES 3 d337876dexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables TABLE 1 – TRANSACTION VALUATION Transaction Valuation* Fee Rate** Amount of Filing Fee Fees to Be Paid $129,578,928.00 0.0000927 $12,011.97 Fees Previously Paid $12,011.97*** Total Transaction Valuation $129,578,928.00 Total Fees Due for Filing $12,011.97 Total Fees Previously Paid $12,011.97 Tota |
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| September 19, 2022 |
Filed by Romeo Power, Inc. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14d-9 under the Securities Exchange Act of 1934, as amended Subject Company: Romeo Power, Inc. Filer?s SEC File No.: 001-38795 Date: September 19, 2022 The following social media posts were made available in connection with the acquisition of Romeo Power, Inc. (?Romeo? or |
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| September 16, 2022 |
Exhibit (a)(5)(H) Romeo Power Reminds Stockholders to Tender Shares for Nikola Transaction Before September 26, 2022 Deadline Company explains process for stockholders to properly tender shares to the exchange agent or request assistance with their transaction ? Romeo stockholders must tender their shares by midnight, Eastern Time, at the end of the day Monday, September 26, 2022 ? If less than a majority of outstanding Romeo shares are tendered, the Offer cannot be completed by Nikola ? Romeo stockholders are encouraged to contact Alliance Advisors for assistance with tender offer transactions, +1 (855) 643-7453 or nkla@allianceadvisors. |
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| September 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 2) Romeo Power, Inc. (Name of Subject Company) Romeo Power, Inc. (Name of Person Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securities) 776153108 ( |
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| September 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 1) Romeo Power, Inc. (Name of Subject Company) Romeo Power, Inc. (Name of Person Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securities) 776153108 ( |
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| September 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (RULE 14D-100) (Amendment No. 2) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934. Romeo Power, Inc. (Name of Subject Company) J Purchaser Corp. (Offeror) Nikola Corporation (Parent of Offeror) (Names of Filing Persons) Common Stock par value, $0.0001 per share |
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| September 13, 2022 |
Exhibit 107 Calculation of Filing Fee Tables TABLE 1 ? TRANSACTION VALUATION Transaction Valuation* Fee Rate** Amount of Filing Fee Fees to Be Paid $129,578,928. |
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| August 30, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (RULE 14D-100) (Amendment No. 1) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934. Romeo Power, Inc. (Name of Subject Company) J Purchaser Corp. (Offeror) Nikola Corporation (Parent of Offeror) (Names of Filing Persons) Common Stock par value, $0.0001 per share |
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| August 30, 2022 |
Exhibit 107 Calculation of Filing Fee Tables TABLE 1 ? TRANSACTION VALUATION Transaction Valuation* Fee Rate** Amount of Filing Fee Fees to Be Paid $129,578,928. |
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| August 30, 2022 |
Nikola Commences Exchange Offer to Acquire Romeo Power Exhibit (A)(5)(F) Nikola Commences Exchange Offer to Acquire Romeo Power PHOENIX ? August 30, 2022 ? Nikola Corporation (Nasdaq: NKLA), a global leader in zero-emissions transportation and energy infrastructure solutions, announced today that it commenced yesterday, through a wholly-owned subsidiary, an exchange offer (?the Offer?) to purchase all outstanding shares of common stock of Romeo Power, Inc. |
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| August 30, 2022 |
Nikola Commences Exchange Offer to Acquire Romeo Power Filed by Nikola Corporation pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14d-2 of the Securities Exchange Act of 1934, as amended Subject Company: Romeo Power, Inc. |
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| August 29, 2022 |
Exhibit 107 Calculation of Filing Fee Tables TABLE 1 ? TRANSACTION VALUATION Transaction Valuation* Fee Rate** Amount of Filing Fee Fees to Be Paid $ 129,578,928. |
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| August 29, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Romeo Power, Inc. (Name of Subject Company) Romeo Power, Inc. (Name of Person Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securities) 776153108 ( |
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| August 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (RULE 14D-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934. Romeo Power, Inc. (Name of Subject Company) J Purchaser Corp. (Offeror) Nikola Corporation (Parent of Offeror) (Names of Filing Persons) Common Stock par value, $0.0001 per share (Title of Class of |
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| August 9, 2022 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-252190 PROSPECTUS SUPPLEMENT NO. 29 (to Prospectus dated January 26, 2021) Romeo Power, Inc. Up to 62,150,554 Shares of Common Stock Up to 12,266,648 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 4,763,058 Warrants This prospectus supplement supplements the prospectus dated January 26, 2021 (the ?Prospectus?), which forms a pa |
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| August 9, 2022 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-252190 PROSPECTUS SUPPLEMENT NO. 30 (to Prospectus dated January 26, 2021) Romeo Power, Inc. Up to 62,150,554 Shares of Common Stock Up to 12,266,648 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 4,763,058 Warrants This prospectus supplement supplements the prospectus dated January 26, 2021 (the ?Prospectus?), which forms a pa |
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| August 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-38795 ROMEO POWER |
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| August 8, 2022 |
Exhibit 10.2 ***Certain identified information has been omitted from this exhibit because it is both (i) not material and (ii) information that the Registrant treats as private or confidential. Such omitted information is indicated by brackets (?[...***...]?) in this exhibit. *** ? AMENDMENT AGREEMENT This Amendment Agreement is made and entered into on June 29, 2022 by and between LG Energy Solut |
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| August 8, 2022 |
Top Shareholder Questions & Answers Filed by Romeo Power, Inc. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14d-9 under the Securities Exchange Act of 1934, as amended Subject Company: Romeo Power, Inc. Filer?s SEC File No.: 001-38795 Date: August 8, 2022 The following communication is being filed in connection with the acquisition of Romeo Power, Inc. (?Romeo? or the ?Company?) |
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| August 8, 2022 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 8, 2022 Romeo Power, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38795 83-2289787 (State or other jurisdiction of incorporation) (Commission File N |
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| August 8, 2022 |
Filed by Romeo Power, Inc. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14d-9 under the Securities Exchange Act of 1934, as amended Subject Company: Romeo Power, Inc. Filer?s SEC File No.: 001-38795 Date: August 8, 2022 The following communication is being filed in connection with the acquisition of Romeo Power, Inc. (?Romeo? or the ?Company?) |
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| August 5, 2022 |
Filed by Nikola Corporation pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14d-2 of the Securities Exchange Act of 1934, as amended Subject Company: Romeo Power, Inc. |
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| August 2, 2022 |
425 1 d386158d425.htm 425 Filed by Nikola Corporation pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14d-2 of the Securities Exchange Act of 1934, as amended Subject Company: Romeo Power, Inc. (Commission File No. 001-38795) [First Used August 1, 2022]. Nikola acquires struggling Romeo Power to secure battery supply One startup buys another in a |
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| August 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 1, 2022 (July 27, 2022) Romeo Power, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38795 83-2289787 (State or other jurisdiction of incorporation) (C |
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| August 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2022 Romeo Power, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38795 83-2289787 (State or other jurisdiction of incorporation) (Commission File Nu |
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| August 1, 2022 |
Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER AND REORGANIZATION THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this ?Agreement?) is made and entered into as of July 30, 2022, by and among NIKOLA CORPORATION, a Delaware corporation (?Nikola?), J PURCHASER CORP., a Delaware corporation (?Purchaser?), and ROMEO POWER, INC., a Delaware corporation (?Romeo?). Nikola, Purchaser and |
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| August 1, 2022 |
? Exhibit?10.2 ? Execution Version ? Loan and Security Agreement ? BORROWERS: Romeo Power,?Inc. and Romeo Systems,?Inc., each a Delaware corporation DATE: July?30, 2022 ? THIS LOAN AND SECURITY AGREEMENT (as the same may be amended, modified, supplemented or restated from time to time, this ?Agreement?) is entered into as of the date set forth above (the ?Effective Date?) by and among Nikola Corpo |
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| August 1, 2022 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-252190 PROSPECTUS SUPPLEMENT NO. 27 (to Prospectus dated January 26, 2021) Romeo Power, Inc. Up to 62,150,554 Shares of Common Stock Up to 12,266,648 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 4,763,058 Warrants This prospectus supplement supplements the prospectus dated January 26, 2021 (the ?Prospectus?), which forms a pa |
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| August 1, 2022 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-252190 PROSPECTUS SUPPLEMENT NO. 28 (to Prospectus dated January 26, 2021) Romeo Power, Inc. Up to 62,150,554 Shares of Common Stock Up to 12,266,648 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 4,763,058 Warrants This prospectus supplement supplements the prospectus dated January 26, 2021 (the ?Prospectus?), which forms a pa |
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| August 1, 2022 |
Filed by Nikola Corporation pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14d-2 of the Securities Exchange Act of 1934, as amended Subject Company: Romeo Power, Inc. |
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| August 1, 2022 |
? Exhibit?10.2 ? Execution Version ? Loan and Security Agreement ? BORROWERS: Romeo Power,?Inc. and Romeo Systems,?Inc., each a Delaware corporation DATE: July?30, 2022 ? THIS LOAN AND SECURITY AGREEMENT (as the same may be amended, modified, supplemented or restated from time to time, this ?Agreement?) is entered into as of the date set forth above (the ?Effective Date?) by and among Nikola Corpo |
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| August 1, 2022 |
Important All-Employee Message from Mark August 1, 2022 Filed by Nikola Corporation pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14d-2 of the Securities Exchange Act of 1934, as amended Subject Company: Romeo Power, Inc. |
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| August 1, 2022 |
Exhibit 10.1 EXECUTION VERSION TENDER AND SUPPORT AGREEMENT This Tender and Support Agreement (this ?Agreement?), dated as of July 30, 2022, is entered into by and between NIKOLA CORPORATION, a Delaware corporation (?Parent?), and each of the undersigned stockholders (each, a ?Stockholder?) of ROMEO POWER, INC., a Delaware corporation (the ?Company?). WHEREAS, on the terms and subject to the condi |
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| August 1, 2022 |
Exhibit 10.1 EXECUTION VERSION TENDER AND SUPPORT AGREEMENT This Tender and Support Agreement (this ?Agreement?), dated as of July 30, 2022, is entered into by and between NIKOLA CORPORATION, a Delaware corporation (?Parent?), and each of the undersigned stockholders (each, a ?Stockholder?) of ROMEO POWER, INC., a Delaware corporation (the ?Company?). WHEREAS, on the terms and subject to the condi |
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| August 1, 2022 |
Video Transcript from Nikola to Romeo Filed by Romeo Power, Inc. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14d-9 under the Securities Exchange Act of 1934, as amended Subject Company: Romeo Power, Inc. Filer’s SEC File No.: 001-38795 Date: August 1, 2022 The following communications are being filed in connection with the acquisition of Romeo Power, Inc. (“Romeo” or the “Company |
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| August 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2022 Romeo Power, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38795 83-2289787 (State or other jurisdiction of incorporation) (Commission File Nu |
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| August 1, 2022 |
Nikola Agrees to Acquire Romeo Power, To Bring Battery Pack Engineering and Production In-House Exhibit 99.1 Nikola Agrees to Acquire Romeo Power, To Bring Battery Pack Engineering and Production In-House ? Acquisition will secure control of critical battery pack engineering and production process ? Transaction expected to yield annual cost savings of up to $350 million by 2026 ? Romeo?s Cypress, California facility will become Nikola?s Battery Center of Excellence ? Nikola to host analyst a |
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| August 1, 2022 |
Nikola Agrees to Acquire Romeo Power, To Bring Battery Pack Engineering and Production In-House Exhibit 99.1 Nikola Agrees to Acquire Romeo Power, To Bring Battery Pack Engineering and Production In-House ? Acquisition will secure control of critical battery pack engineering and production process ? Transaction expected to yield annual cost savings of up to $350 million by 2026 ? Romeo?s Cypress, California facility will become Nikola?s Battery Center of Excellence ? Nikola to host analyst a |
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| August 1, 2022 |
Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER AND REORGANIZATION THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this ?Agreement?) is made and entered into as of July 30, 2022, by and among NIKOLA CORPORATION, a Delaware corporation (?Nikola?), J PURCHASER CORP., a Delaware corporation (?Purchaser?), and ROMEO POWER, INC., a Delaware corporation (?Romeo?). Nikola, Purchaser and |
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| July 1, 2022 |
Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 30, 2022 Romeo Power, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38795 83-2289787 (State or other jurisdiction of incorporation) (Commission File Nu |
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| July 1, 2022 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-252190 PROSPECTUS SUPPLEMENT NO. 26 (to Prospectus dated January 26, 2021) Romeo Power, Inc. Up to 62,150,554 Shares of Common Stock Up to 12,266,648 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 4,763,058 Warrants This prospectus supplement supplements the prospectus dated January 26, 2021 (the ?Prospectus?), which forms a pa |
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| June 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a 6(e)(2)) ? Definitive Proxy State |
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| June 21, 2022 |
DEFA14A 1 tm2218924d1defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by R |
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| June 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a 6(e)(2)) ? Definitive Proxy State |
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| June 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a 6(e)(2)) ? Definitive Proxy State |
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| June 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a 6(e)(2)) ? Definitive Proxy State |
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| June 15, 2022 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-252190 PROSPECTUS SUPPLEMENT NO. 25 (to Prospectus dated January 26, 2021) Romeo Power, Inc. Up to 62,150,554 Shares of Common Stock Up to 12,266,648 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 4,763,058 Warrants This prospectus supplement supplements the prospectus dated January 26, 2021 (the ?Prospectus?), which forms a pa |
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| June 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 14, 2022 Romeo Power, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38795 83-2289787 (State or other jurisdiction of incorporation) (Commission File Nu |
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| June 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 14, 2022 Romeo Power, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38795 83-2289787 (State or other jurisdiction of incorporation) (Commission File Nu |
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| June 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a 6(e)(2)) ? Definitive Proxy State |
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| June 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a 6(e)(2)) ? Definitive Proxy State |
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| June 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 7, 2022 Romeo Power, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38795 83-2289787 (State or other jurisdiction of incorporation) (Commission File Num |
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| June 10, 2022 |
Romeo Power Announces Receipt of Continued Listing Standard Notice from NYSE Exhibit 99.1 Romeo Power Announces Receipt of Continued Listing Standard Notice from NYSE 6/10/2022 LOS ANGELES (BUSINESS WIRE) - Romeo Power, Inc. (?Romeo Power? or the ?Company?) (NYSE: RMO), an energy technology leader delivering advanced electrification solutions for complex commercial vehicle applications, today announced that it received a letter (the ?Letter?) from the New York Stock Exchan |
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| June 10, 2022 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-252190 PROSPECTUS SUPPLEMENT NO. 24 (to Prospectus dated January 26, 2021) Romeo Power, Inc. Up to 62,150,554 Shares of Common Stock Up to 12,266,648 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 4,763,058 Warrants This prospectus supplement supplements the prospectus dated January 26, 2021 (the ?Prospectus?), which forms a pa |
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| May 16, 2022 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-252190 PROSPECTUS SUPPLEMENT NO. 23 (to Prospectus dated January 26, 2021) Romeo Power, Inc. Up to 62,150,554 Shares of Common Stock Up to 12,266,648 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 4,763,058 Warrants This prospectus supplement supplements the prospectus dated January 26, 2021 (the ?Prospectus?), which forms a pa |
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| May 13, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 12, 2022 Romeo Power, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38795 83-2289787 (State or other jurisdiction of incorporation) (Commission File Num |
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| May 13, 2022 |
Romeo Power, Inc. Up to $200,000,000 of Common Stock Filed Pursuant to Rule 424(b)(5) Registration No. 333-262355 PROSPECTUS SUPPLEMENT (To Prospectus Dated February 3, 2022) Romeo Power, Inc. Up to $200,000,000 of Common Stock Romeo Power, Inc. entered into a Sales Agreement, dated May 12, 2022 (the ?Sales Agreement?), with Cowen and Company, LLC (?Cowen?) relating to shares of our common stock, par value $0.0001 per share, offering by this prospec |
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| May 13, 2022 |
Sales Agreement, dated May 12, 2022, by and between Cowen & Company, LLC and Romeo Power, Inc. EX-1.1 2 tm2214804d1ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 Execution Version ROMEO POWER, INC. $200,000,000 COMMON STOCK SALES AGREEMENT May 12, 2022 Cowen and Company, LLC 599 Lexington Avenue New York, NY 10022 Ladies and Gentlemen: Romeo Power, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows: 1. Issuance and Sa |
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| May 13, 2022 |
Romeo Power, Inc. Up to $350,000,000 of Common Stock Filed Pursuant to Rule 424(b)(2) Registration No. 333-262355 AMENDMENT NO. 1 DATED MAY 12, 2022 TO PROSPECTUS SUPPLEMENT DATED MARCH 2, 2022 (To Prospectus Dated February 3, 2022) Romeo Power, Inc. Up to $350,000,000 of Common Stock This Amendment No. 1 to Prospectus Supplement (this ?Amendment?), amends and supplements our Prospectus Supplement dated March 2, 2022 (the ?Prospectus Supplement?). T |
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| May 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-38795 ROMEO POWE |
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| May 9, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 9, 2022 Romeo Power, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38795 83-2289787 (State or other jurisdiction of incorporation) (Commission File Numb |
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| May 9, 2022 |
Exhibit 99.1 ROMEO POWER REPORTS FIRST QUARTER 2022 FINANCIAL RESULTS Accelerates revenue growth and commercialization as average daily production rates increase Reiterates full-year 2022 revenue guidance supported by growing diversity of customer relationships across previously untapped markets 5/9/2022 LOS ANGELES - (BUSINESS WIRE) - Romeo Power, Inc. (?Romeo Power? or the ?Company?) (NYSE: RMO) |
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| May 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-38795 ROMEO POWE |
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| May 9, 2022 |
Q1?22 Earnings Presentation P O W E R I N G T H E W O R L D ? S T R A N S I T I O N T O E L E C T R I F I C A T I O N May 9 , 2022 2 Forward Looking Statements Romeo Power files reports with the SEC, which are available on the Company?s website under ?Investor Relations? free of charge. |
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| April 28, 2022 |
? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549? SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? ? Definitive Prox |
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| April 20, 2022 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-252190 PROSPECTUS SUPPLEMENT NO. 21 (to Prospectus dated January 26, 2021) Romeo Power, Inc. Up to 62,150,554 Shares of Common Stock Up to 12,266,648 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 4,763,058 Warrants This prospectus supplement supplements the prospectus dated January 26, 2021 (the ?Prospectus?), which forms a pa |
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| April 20, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 18, 2022 Romeo Power, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38795 83-2289787 (State or other jurisdiction of incorporation) (Commission File N |
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| April 20, 2022 |
Second Amended and Restated Bylaws of Romeo Power, Inc. Exhibit 3.1 SECOND AMENDED AND RESTATED BYLAWS OF ROMEO POWER, INC. (A DELAWARE CORPORATION) TABLE OF CONTENTS Page Article I OFFICES 1 Section 1. Registered Office 1 Section 2. Other Offices 1 Article II CORPORATE SEAL 1 Section 3. Corporate Seal 1 Article III STOCKHOLDERS? MEETINGS 1 Section 4. Place of Meetings 1 Section 5. Annual Meeting 1 Section 6. Special Meetings 7 Section 7. Notice of Mee |
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| April 18, 2022 |
? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549? SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? ? Definitive Prox |
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| March 31, 2022 |
Romeo Power, Inc. 6,183,017 Shares of Common Stock Prospectus Supplement No. 4 Filed pursuant to Rule 424(b)(2) (To Prospectus Dated February 3, 2022 and Prospectus Supplement dated March 2, 2022) Registration No. 333-262355 Romeo Power, Inc. 6,183,017 Shares of Common Stock Pursuant to this prospectus supplement, the accompanying prospectus supplement and the accompanying base prospectus, we are offering 6,183,017 shares of our common stock to YA |
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| March 29, 2022 |
Romeo Power, Inc. 2,252,083 Shares of Common Stock Prospectus Supplement No. 3 Filed pursuant to Rule 424(b)(2) (To Prospectus Dated February 3, 2022 and Prospectus Supplement dated March 2, 2022) Registration No. 333-262355 Romeo Power, Inc. 2,252,083 Shares of Common Stock Pursuant to this prospectus supplement, the accompanying prospectus supplement and the accompanying base prospectus, we are offering 2,252,083 shares of our common stock to YA |
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| March 25, 2022 |
Romeo Power, Inc. 8,248,208 Shares of Common Stock Prospectus Supplement No. 2 Filed pursuant to Rule 424(b)(2) (To Prospectus Dated February 3, 2022 and Registration No. 333-262355 Prospectus Supplement dated March 2, 2022) Romeo Power, Inc. 8,248,208 Shares of Common Stock Pursuant to this prospectus supplement, the accompanying prospectus supplement and the accompanying base prospectus, we are offering 8,248,208 shares of our common stock to YA |
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| March 14, 2022 |
RMO / Romeo Power Inc / Patterson Michael - SC 13G/A Passive Investment Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to ? 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to ? 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* Romeo Power, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 776153108 (CUSIP Number) December |
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| March 4, 2022 |
RMO / Romeo Power Inc / BORGWARNER INC Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 7) Romeo Power, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 749641106 (CUSIP Number) Tonit M. Calaway BorgWarner Inc. 3850 Hamlin Road Auburn Hills, Michigan 48326 (248) 754-9200 (Name, Address and Telepho |
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| March 3, 2022 |
RMO / Romeo Power Inc / BORGWARNER INC Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 6) Romeo Power, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 749641106 (CUSIP Number) Tonit M. Calaway BorgWarner Inc. 3850 Hamlin Road Auburn Hills, Michigan 48326 (248) 754-9200 (Name, Address and Telepho |
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| March 2, 2022 |
Exhibit 10.2 Amendment NO. 1 to Standby Equity Purchase Agreement THIS AMENDMENT NO. 1 (the ?Amendment?), dated as of February 28, 2022, to the Standby Equity Purchase Agreement (the ?SEPA?), dated as of February 15, 2022, by and between YA II PN, Ltd., a Cayman Islands exempt limited partnership (the ?Investor?), and Romeo Power Inc., a company incorporated under the laws of the State of Delaware |
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| March 2, 2022 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-252190 PROSPECTUS SUPPLEMENT NO. 19 (to Prospectus dated January 26, 2021) Romeo Power, Inc. Up to 62,150,554 Shares of Common Stock Up to 12,266,648 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 4,763,058 Warrants This prospectus supplement supplements the prospectus dated January 26, 2021 (the ?Prospectus?), which forms a pa |
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| March 2, 2022 |
RMO / Romeo Power Inc / BORGWARNER INC Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 5) Romeo Power, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 749641106 (CUSIP Number) Tonit M. Calaway BorgWarner Inc. 3850 Hamlin Road Auburn Hills, Michigan 48326 (248) 754-9200 (Name, Address and Telepho |
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| March 2, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 28, 2022 Romeo Power, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38795 83-2289787 (State or other jurisdiction of incorporation) (Commission Fil |
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| March 2, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 1, 2022 Romeo Power, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38795 83-2289787 (State or other jurisdiction of incorporation) (Commission File |
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| March 2, 2022 |
Romeo Power, Inc. Up to $350,000,000 of Common Stock Filed Pursuant to Rule 424(b)(2) Registration No. 333-262355 PROSPECTUS SUPPLEMENT (To Prospectus Dated February 3, 2022) Romeo Power, Inc. Up to $350,000,000 of Common Stock Romeo Power, Inc. (the ?Company?) entered into a Standby Equity Purchase Agreement with YA II PN, Ltd. (?Yorkville?) on February 15, 2022 (as amended on February 28, 2022, the ?SEPA?). Pursuant to the SEPA, the Company shall |
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| March 2, 2022 |
424B3 1 a424b3no18.htm 424B3 Filed pursuant to Rule 424(b)(3) Registration No. 333-252190 PROSPECTUS SUPPLEMENT NO. 18 (to Prospectus dated January 26, 2021) Romeo Power, Inc. Up to 62,150,554 Shares of Common Stock Up to 12,266,648 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 4,763,058 Warrants This prospectus supplement supplements the prospectus dated January 26, 2021 (the “P |
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| March 2, 2022 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-252190 PROSPECTUS SUPPLEMENT NO. 20 (to Prospectus dated January 26, 2021) Romeo Power, Inc. Up to 62,150,554 Shares of Common Stock Up to 12,266,648 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 4,763,058 Warrants This prospectus supplement supplements the prospectus dated January 26, 2021 (the ?Prospectus?), which forms a pa |
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| March 1, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 1, 2022 Romeo Power, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38795 83-2289787 (State or other jurisdiction of incorporation) (Commission File Nu |
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| March 1, 2022 |
Exhibit 10.32 Executive Vice President Nate Rexroth Sr. Vice President, Treasurer Michael Tortorici |
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| March 1, 2022 |
Description of Capital Stock of Romeo Power, Inc. Exhibit 4.6 DESCRIPTION OF SECURITIES OF ROMEO POWER, INC. The authorized capital stock of Romeo Power, Inc. (f/k/a RMG Acquisition Corp.), a Delaware corporation (“we,” “us,” “our” or the “Company”), consists of: (i) 250,000,000 shares of common stock, $0.0001 par value per share (“Common Stock”); and (ii) 10,000,000 shares of preferred stock, $0.0001 par value per share (“Preferred Stock”). The |
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| March 1, 2022 |
RMO / Romeo Power Inc / BORGWARNER INC Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 4) Romeo Power, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 749641106 (CUSIP Number) Tonit M. Calaway BorgWarner Inc. 3850 Hamlin Road Auburn Hills, Michigan 48326 (248) 754-9200 (Name, Address and Telepho |
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| March 1, 2022 |
Q4 & 2021 Earnings Presentation P O W E R I N G T H E W O R L D ? S T R A N S I T I O N T O E L E C T R I F I C A T I O N March 1 , 2022 2 Forward Looking Statements Romeo Power files reports with the SEC, which are available on the Company?s website under ?Investor Relations? free of charge. |
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| March 1, 2022 |
Exhibit 99.1 ROMEO POWER REPORTS FOURTH QUARTER AND FULL YEAR 2021 FINANCIAL RESULTS New leadership team prepares to accelerate revenue growth in 2022 by leveraging industry leading technology, new state-of-the-art manufacturing facility, and the growing proliferation of electrification across the commercial vehicle spectrum 3/1/2022 LOS ANGELES - (BUSINESS WIRE) - Romeo Power, Inc. (?Romeo Power? |
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| March 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-38795 Romeo Power, Inc. (Exact name of registrant as speci |
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| February 28, 2022 |
RMO / Romeo Power Inc / BORGWARNER INC Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3) Romeo Power, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 749641106 (CUSIP Number) Tonit M. Calaway BorgWarner Inc. 3850 Hamlin Road Auburn Hills, Michigan 48326 (248) 754-9200 (Name, Address and Telepho |
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| February 24, 2022 |
RMO / Romeo Power Inc / BORGWARNER INC Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2) Romeo Power, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 749641106 (CUSIP Number) Tonit M. Calaway BorgWarner Inc. 3850 Hamlin Road Auburn Hills, Michigan 48326 (248) 754-9200 (Name, Address and Telepho |
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| February 18, 2022 |
RMO / Romeo Power Inc / BORGWARNER INC Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Romeo Power, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 749641106 (CUSIP Number) Tonit M. Calaway BorgWarner Inc. 3850 Hamlin Road Auburn Hills, Michigan 48326 (248) 754-9200 (Name, Address and Teleph |
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| February 17, 2022 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-252190 PROSPECTUS SUPPLEMENT NO. 17 (to Prospectus dated January 26, 2021) Romeo Power, Inc. Up to 62,150,554 Shares of Common Stock Up to 12,266,648 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 4,763,058 Warrants This prospectus supplement supplements the prospectus dated January 26, 2021 (the ?Prospectus?), which forms a pa |
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| February 17, 2022 |
RMO / Romeo Power Inc / YA II PN, Ltd. - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Romeo Power, Inc. (Name of Issuer) Common Shares, par value $0.0001 per share (Title of Class of Securities) 776153108 (CUSIP Number) February 15, 2022 (Date of Event, which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whic |
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| February 17, 2022 |
EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the equity securities of Romeo Power, Inc. is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as |
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| February 16, 2022 |
Exhibit 10.1 STANDBY EQUITY PURCHASE AGREEMENT THIS STANDBY EQUITY PURCHASE AGREEMENT (this ?Agreement?) dated as of February 15, 2022 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the ?Investor?), and ROMEO POWER, INC., a company incorporated under the laws of the State of Delaware (the ?Company?). WHEREAS, the parties desire that, upon the terms and subject |
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| February 16, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 15, 2022 Romeo Power, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38795 83-2289787 (State or other jurisdiction of incorporation) (Commission Fil |
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| February 16, 2022 |
EX-99.1 3 tm226970d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 ROMEO POWER TAKES NEXT STEP IN SUPPORT OF COMMERCIALIZATION BY ENTERING INTO FLEXIBLE EQUITY PURCHASE AGREEMENT WITH YORKVILLE ADVISORS Provides Company with capital solution to execute growth strategy and further commercialization of industry-leading EV battery technology and solutions 2/16/2022 LOS ANGELES - (BUSINESS WIRE) - Romeo Power, |
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| February 14, 2022 |
RMO / Romeo Power Inc / RMG Sponsor, LLC - SCHEDULE 13G/A Passive Investment United States Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to ? 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to ? 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Romeo Power, Inc. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Sec |
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| February 10, 2022 |
RMO / Romeo Power Inc / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Romeo Power Inc. Title of Class of Securities: Common Stock CUSIP Number: 776153108 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(b) ☐ Rule 1 |
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| February 7, 2022 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-252190 PROSPECTUS SUPPLEMENT NO. 16 (to Prospectus dated January 26, 2021) Romeo Power, Inc. Up to 62,150,554 Shares of Common Stock Up to 12,266,648 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 4,763,058 Warrants This prospectus supplement supplements the prospectus dated January 26, 2021 (the ?Prospectus?), which forms a pa |
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| February 7, 2022 |
EX-99.1 3 tm225674d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 ROMEO POWER COMPLETES ACQUISITION OF JOINT VENTURE INTEREST FROM BORGWARNER Closing of the joint venture acquisition expands strategic optionality as the Company pursues further commercialization and growth plans 2/7/2022 LOS ANGELES - (BUSINESS WIRE) - Romeo Power, Inc. (“Romeo Power” or the “Company”) (NYSE: RMO), an energy technology lead |
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| February 7, 2022 |
Exhibit 10.1 MEMBERSHIP INTEREST PURCHASE AGREEMENT This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this ?Agreement?) is made as of February 4, 2022 among (i) Romeo Systems, Inc., a Delaware corporation (?Purchaser?), (ii) Romeo Power, Inc., a Delaware corporation (?Romeo Power?), (iii) BorgWarner Ithaca LLC, a Delaware limited liability company (?Seller?), (iv) BorgWarner Inc., a Delaware corporatio |
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| February 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 4, 2022 Romeo Power, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38795 83-2289787 (State or other jurisdiction of incorporation) (Commission File |
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| February 1, 2022 |
February 1, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Mr. Gregory Herbers Re: Romeo Power, Inc. Registration Statement on Form S-3 File No. 333-262355 (the ?Registration Statement?) Dear Mr. Herbers: In accordance with Rule 461 promulgated under the Securities Act of 1933, as amended, Romeo Power, Inc |
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| January 26, 2022 |
EX-4.2 2 tm224144d1ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 ROMEO POWER, INC. SENIOR DEBT SECURITIES INDENTURE Dated as of Trustee TABLE OF CONTENTS Article 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 Article 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 5 Section 2.02 Form of Securities and Trustee’s Certificate |
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| January 26, 2022 |
As filed with the Securities and Exchange Commission on January 26, 2022 As filed with the Securities and Exchange Commission on January 26, 2022 Registration No. |
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| January 26, 2022 |
Form of Subordinated Indenture. Exhibit 4.3 ROMEO POWER, INC. SUBORDINATED DEBT SECURITIES INDENTURE Dated as of Trustee TABLE OF CONTENTS Page Article 1????????? DEFINITIONS 1 Section 1.01 Definitions of Terms 1 Article 2 ?????????ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 5 Section 2.02 Form of Securities and Trustee?s Certificate 7 Section 2 |
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| January 20, 2022 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-252190 PROSPECTUS SUPPLEMENT NO. 15 (to Prospectus dated January 26, 2021) Romeo Power, Inc. Up to 62,150,554 Shares of Common Stock Up to 12,266,648 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 4,763,058 Warrants This prospectus supplement supplements the prospectus dated January 26, 2021 (the ?Prospectus?), which forms a pa |
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| January 20, 2022 |
Press release, dated January 18, 2022 Exhibit 99.1 ROMEO POWER ANNOUNCES APPOINTMENTS TO KEY EXECUTIVE LEADERSHIP ROLES Appointment of Chief Operating Officer and Chief People Officer solidifies Romeo’s new leadership team 1/18/2022 LOS ANGELES - (BUSINESS WIRE) - Romeo Power, Inc. (“Romeo Power” or the “Company”) (NYSE: RMO), an energy technology leader delivering advanced electrification solutions for complex commercial vehicle appl |
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| January 18, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 17, 2022 Romeo Power, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38795 83-2289787 (State or other jurisdiction of incorporation) (Commission File |
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| January 18, 2022 |
Exhibit 99.1 ROMEO POWER ANNOUNCES APPOINTMENTS TO KEY EXECUTIVE LEADERSHIP ROLES Appointment of Chief Operating Officer and Chief People Officer solidifies Romeo?s new leadership team 1/18/2022 LOS ANGELES - (BUSINESS WIRE) - Romeo Power, Inc. (?Romeo Power? or the ?Company?) (NYSE: RMO), an energy technology leader delivering advanced electrification solutions for complex commercial vehicle appl |
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| January 5, 2022 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-252190 PROSPECTUS SUPPLEMENT NO. 14 (to Prospectus dated January 26, 2021) Romeo Power, Inc. Up to 62,150,554 Shares of Common Stock Up to 12,266,648 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 4,763,058 Warrants This prospectus supplement supplements the prospectus dated January 26, 2021 (the ?Prospectus?), which forms a pa |
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| January 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 4, 2022 Romeo Power, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38795 83-2289787 (State or other jurisdiction of incorporation) (Commission File |
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| November 16, 2021 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-252190 PROSPECTUS SUPPLEMENT NO. 13 (to Prospectus dated January 26, 2021) Romeo Power, Inc. Up to 62,150,554 Shares of Common Stock Up to 12,266,648 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 4,763,058 Warrants This prospectus supplement supplements the prospectus dated January 26, 2021 (the ?Prospectus?), which forms a pa |
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| November 15, 2021 |
ROMEO POWER ANNOUNCES THIRD QUARTER 2021 FINANCIAL RESULTS Exhibit 99.1 ROMEO POWER ANNOUNCES THIRD QUARTER 2021 FINANCIAL RESULTS 11/15/2021 LOS ANGELES-(BUSINESS WIRE)- Romeo Power, Inc. (?Romeo Power? or the ?Company?) (NYSE: RMO), an energy technology leader delivering advanced electrification solutions for complex commercial vehicle applications, today announced its financial results for the third quarter ending September 30, 2021. Recent Business Hi |
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| November 15, 2021 |
Exhibit 10.5 5003923.11 28266-930 SINGLE-TENANT COMMERCIAL LEASE (5560 KATELLA AVENUE, CYPRESS) Between WARLAND INVESTMENTS COMPANY as Landlord and ROMEO POWER, INC. as Tenant TABLE OF CONTENTS Page 5003923.11 28266-930.8 - i - 1. BASIC LEASE TERMS ............................................................................................................. 1 1.1 Reference Date .................... |
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| November 15, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 15, 2021 Romeo Power, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38795 83-2289787 (State or other jurisdiction of incorporation) (Commission Fil |
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| November 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-38795 ROMEO |
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| November 1, 2021 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-252190 PROSPECTUS SUPPLEMENT NO. 12 (to Prospectus dated January 26, 2021) Romeo Power, Inc. Up to 62,150,554 Shares of Common Stock Up to 12,266,648 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 4,763,058 Warrants This prospectus supplement supplements the prospectus dated January 26, 2021 (the ?Prospectus?), which forms a pa |
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| October 26, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 25, 2021 Romeo Power, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38795 83-2289787 (State or other jurisdiction of incorporation) (Commission File |
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| October 5, 2021 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-252190 PROSPECTUS SUPPLEMENT NO. 11 (to Prospectus dated January 26, 2021) Romeo Power, Inc. Up to 62,150,554 Shares of Common Stock Up to 12,266,648 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 4,763,058 Warrants This prospectus supplement supplements the prospectus dated January 26, 2021 (the ?Prospectus?), which forms a pa |
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| October 4, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 1, 2021 Romeo Power, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38795 83-2289787 (State or other jurisdiction of incorporation) (Commission File |
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| September 7, 2021 |
Romeo Power, Inc. Executive Severance and Change in Control Plan, effective August 30, 2021. Exhibit 10.1 ROMEO POWER, INC. EXECUTIVE SEVERANCE AND CHANGE IN CONTROL PLAN 1.Purpose. The purpose of this Romeo Power, Inc. Executive Severance and Change in Control Plan (the ?Plan?) is to encourage employees of Romeo Power, Inc. (the ?Company?) to remain in the employ of the Company and its Affiliates by providing severance protections to such employees in the event that their employment is t |
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| September 7, 2021 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-252190 PROSPECTUS SUPPLEMENT NO. 10 (to Prospectus dated January 26, 2021) Romeo Power, Inc. Up to 62,150,554 Shares of Common Stock Up to 12,266,648 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 4,763,058 Warrants This prospectus supplement supplements the prospectus dated January 26, 2021 (the ?Prospectus?), which forms a pa |
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| September 3, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 30, 2021 Romeo Power, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38795 83-2289787 (State or other jurisdiction of incorporation) (Commission File |
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| September 3, 2021 |
Romeo Power, Inc. Executive Severance and Change in Control Plan, effective August 30, 2021. Exhibit 10.1 ROMEO POWER, INC. EXECUTIVE SEVERANCE AND CHANGE IN CONTROL PLAN 1.Purpose. The purpose of this Romeo Power, Inc. Executive Severance and Change in Control Plan (the ?Plan?) is to encourage employees of Romeo Power, Inc. (the ?Company?) to remain in the employ of the Company and its Affiliates by providing severance protections to such employees in the event that their employment is t |
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| August 17, 2021 |
Offer Letter, dated June 13, 2021, by and between Romeo Power, Inc. and Kerry Shiba. 9 ROMEOPOWER 4380 Ayers Ave, Vernon, CA 90058 +1 888.331.7917 JUN 13, 2021 Kerry A. Shiba Dear Kerry, Romeo Power, Inc., a Delaware corporation (the "Company"), is pleased to offer you ("Employee") employment with the Company on the terms described below. 1. Position. You will start in a full-time position as Chief Financial Officer, and you will report to the Company's Chief Executive Officer. By |
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| August 17, 2021 |
424B3 1 romeo-424b3supplementno9.htm 424B3 Filed pursuant to Rule 424(b)(3) Registration No. 333-252190 PROSPECTUS SUPPLEMENT NO. 9 (to Prospectus dated January 26, 2021) Romeo Power, Inc. Up to 62,150,554 Shares of Common Stock Up to 12,266,648 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 4,763,058 Warrants This prospectus supplement supplements the prospectus dated January 26, |
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| August 17, 2021 |
Offer Letter, dated June 10, 2021, by and between Romeo Power, Inc. and Matthew Sant. DocuSign Envelope ID: DF3862EC-CE4D-4063-BA82-3D97CB4BE242 8 ROMEOPOWER 4380 Ayers Ave, Vernon, CA 90058 +1888. |
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| August 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001 |
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| August 16, 2021 |
Offer Letter, dated June 13, 2021, by and between Romeo Power, Inc. and Kerry Shiba. 9 ROMEOPOWER 4380 Ayers Ave, Vernon, CA 90058 +1 888.331.7917 JUN 13, 2021 Kerry A. Shiba Dear Kerry, Romeo Power, Inc., a Delaware corporation (the "Company"), is pleased to offer you ("Employee") employment with the Company on the terms described below. 1. Position. You will start in a full-time position as Chief Financial Officer, and you will report to the Company's Chief Executive Officer. By |
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| August 16, 2021 |
Offer Letter, dated June 10, 2021, by and between Romeo Power, Inc. and Matthew Sant. DocuSign Envelope ID: DF3862EC-CE4D-4063-BA82-3D97CB4BE242 8 ROMEOPOWER 4380 Ayers Ave, Vernon, CA 90058 +1888. |
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| August 16, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 16, 2021 Romeo Power, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38795 83-2289787 (State or other jurisdiction of incorporation) (Commission File |
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| August 16, 2021 |
ROMEO POWER ANNOUNCES SECOND QUARTER 2021 FINANCIAL RESULTS Exhibit 99.1 ROMEO POWER ANNOUNCES SECOND QUARTER 2021 FINANCIAL RESULTS 8/16/2021 LOS ANGELES-(BUSINESS WIRE)-Romeo Power, Inc. (?Romeo Power? or the ?Company?) (NYSE: RMO), an energy technology leader delivering advanced electrification solutions for complex commercial vehicle applications, today announced its financial results for the second quarter ending June 30, 2021. Recent Business Highlig |
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| August 13, 2021 |
EX-10.1 2 supplementalagreementlgro.htm EX-10.1 Exhibit 10.1 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both not material and is the type that the registrant treats as private or confidential. SUPPLEMENTAL AGREEMENT THIS SUPPLEMENTAL AGREEMENT (this “Agreement”) is entered into as of the [*] by and between |
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| August 13, 2021 |
EX-10.1 2 supplementalagreementlgro.htm EX-10.1 Exhibit 10.1 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both not material and is the type that the registrant treats as private or confidential. SUPPLEMENTAL AGREEMENT THIS SUPPLEMENTAL AGREEMENT (this “Agreement”) is entered into as of the [*] by and between |
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| August 13, 2021 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-252190 PROSPECTUS SUPPLEMENT NO. 8 (to Prospectus dated January 26, 2021) Romeo Power, Inc. Up to 62,150,554 Shares of Common Stock Up to 12,266,648 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 4,763,058 Warrants This prospectus supplement supplements the prospectus dated January 26, 2021 (the ?Prospectus?), which forms a par |
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| August 13, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 10, 2021 Romeo Power, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38795 83-2289787 (State or other jurisdiction of incorporation) (Commission File |
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| August 13, 2021 |
Exhibit 99.1 ROMEO POWER SIGNS LONG-TERM SUPPLY AGREEMENT WITH LG ENERGY SOLUTION TO PROVIDE LITHIUM-ION BATTERY CELLS THROUGH 2028 LOS ANGELES, Calif. (August 12, 2021) ? Romeo Power, Inc. (?Romeo Power?) (NYSE: RMO), an energy technology leader delivering advanced electrification solutions for complex commercial vehicle applications, has entered into a long-term supply agreement for lithium-ion |
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| August 13, 2021 |
EX-99.1 3 a2021-08x12pressreleasedr.htm EX-99.1 Exhibit 99.1 ROMEO POWER SIGNS LONG-TERM SUPPLY AGREEMENT WITH LG ENERGY SOLUTION TO PROVIDE LITHIUM-ION BATTERY CELLS THROUGH 2028 LOS ANGELES, Calif. (August 12, 2021) — Romeo Power, Inc. (“Romeo Power”) (NYSE: RMO), an energy technology leader delivering advanced electrification solutions for complex commercial vehicle applications, has entered in |
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| August 6, 2021 |
EX-10.1 2 tm2124352d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (“Agreement”) is made effective as of August 16, 2021 (“Effective Date”), by and between Romeo Power, Inc. (“Company”) and Susan Brennan (“Executive”). The parties agree as follows: 1. Employment. The Company hereby employs Executive, and Executive hereby accepts such employ |
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| August 6, 2021 |
EX-10.2 3 tm2124352d1ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 August 5, 2021 Lionel Selwood, Jr. Delivered by e-mail Dear Lionel: This letter agreement (this “Agreement”) confirms the understanding you and Romeo Power, Inc. (“Romeo” or the “Company”) have reached concerning you transitioning from a full-time employee and officer of the Company to a part-time consultant with such consultancy to end no |
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| August 6, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 2, 2021 Romeo Power, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38795 83-2289787 (State or other jurisdiction of incorporation) (Commission File N |
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| August 6, 2021 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-252190 PROSPECTUS SUPPLEMENT NO. 7 (to Prospectus dated January 26, 2021) Romeo Power, Inc. Up to 62,150,554 Shares of Common Stock Up to 12,266,648 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 4,763,058 Warrants This prospectus supplement supplements the prospectus dated January 26, 2021 (the ?Prospectus?), which forms a par |
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| August 6, 2021 |
Exhibit 99.1 Romeo Power Announces Susan Brennan as New President and Chief Executive Officer Longtime Manufacturing and Technology Executive in the Automotive and Energy Solutions Industries to Lead Next Chapter of Romeo?s Growth Los Angeles ? (August 6, 2021) ? Romeo Power (NYSE: RMO) (?Romeo Power? or the ?Company?) today announced that its Board of Directors (the ?Board?) appointed Susan Brenn |
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| July 8, 2021 |
RMO / Romeo Power Inc / Patterson Michael - ROMEO POWER, INC. SCHEDULE 13 G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1) * Romeo Power, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 776153108 (CUSIP Number) June 29, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule |
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| June 18, 2021 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-252190 PROSPECTUS SUPPLEMENT NO. 6 (to Prospectus dated January 26, 2021) Romeo Power, Inc. Up to 62,150,554 Shares of Common Stock Up to 12,266,648 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 4,763,058 Warrants This prospectus supplement supplements the prospectus dated January 26, 2021 (the ?Prospectus?), which forms a par |
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| June 17, 2021 |
Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 15, 2021 Romeo Power, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38795 83-2289787 (State or other jurisdiction of incorporation) (Commission File Nu |
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| June 16, 2021 |
EX-99.1 2 exhibit991-2021616.htm EX-99.1 Exhibit 99.1 ROMEO POWER ANNOUNCES EXPANSION OF EXECUTIVE LEADERSHIP TEAM WITH CHIEF FINANCIAL OFFICER AND CHIEF ACCOUNTING OFFICER APPOINTMENTS LOS ANGELES, Calif. (June 16, 2021)—Romeo Power, Inc. (“Romeo Power”) (NYSE: RMO), an energy technology leader delivering advanced electrification solutions for complex commercial vehicle applications, today announ |
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| June 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 10, 2021 Romeo Power, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38795 83-2289787 (State or other jurisdiction of incorporation) (Commission File Nu |
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| May 18, 2021 |
Table of Contents Filed pursuant to Rule 424(b)(3) Registration No. 333-252190 PROSPECTUS SUPPLEMENT NO. 5 (to Prospectus dated January 26, 2021) Romeo Power, Inc. Up to 62,150,554 Shares of Common Stock Up to 12,266,648 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 4,763,058 Warrants This prospectus supplement supplements the prospectus dated January 26, 2021 (the ?Prospectus?), |
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| May 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 00 |
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| May 17, 2021 |
Exhibit 10.1 April 14, 2021 Michael Patterson Delivered electronically Dear Michael: This letter agreement (this “Agreement”) confirms the understanding you and Romeo Power, Inc. (“Romeo” or the “Company”) have reached concerning you transitioning, effective as of the date you sign this Agreement, from a full-time employee and officer of the Company to a part-time consultant through the end of cal |
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| May 13, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 13, 2021 Romeo Power, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38795 83-2289787 (State or other jurisdiction of incorporation) (Commission File Num |
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| May 13, 2021 |
ROMEO POWER ANNOUNCES FIRST QUARTER 2021 FINANCIAL RESULTS Exhibit 99.1 ROMEO POWER ANNOUNCES FIRST QUARTER 2021 FINANCIAL RESULTS LOS ANGELES, Calif (May 13, 2021) Romeo Power, Inc. (?Romeo Power? or the ?Company?) (NYSE: RMO), an energy technology leader delivering advanced electrification solutions for complex commercial vehicle applications, today announced its financial results for the first quarter ended March 31, 2021. First Quarter Financial Updat |
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| April 30, 2021 |
DEFA14A 1 tm2114371d3defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by R |
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| April 30, 2021 |
? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549? SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? ? Definitive |
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| April 21, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 21, 2021 Romeo Power, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38795 83-2289787 (State or other jurisdiction of incorporation) (Commission File N |
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| April 19, 2021 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-252190 PROSPECTUS SUPPLEMENT NO. 4 (to Prospectus dated January 26, 2021) Romeo Power, Inc. Up to 62,150,554 Shares of Common Stock Up to 12,266,648 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 4,763,058 Warrants This prospectus supplement supplements the prospectus dated January 26, 2021 (the ?Prospectus?), which forms a par |
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| April 16, 2021 |
As filed with the Securities and Exchange Commission on April 15, 2021 Registration No. |
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| April 15, 2021 |
Form of Restricted Stock Unit Agreement under the Romeo Power, Inc. 2020 Long-Term Incentive Plan EX-10.10 4 rmo-20201231xex10d10.htm EXHIBIT 10.10 Exhibit 10.10 Romeo Power, Inc. 2020 Long-Term Incentive Plan NOTICE OF RESTRICTED STOCK UNIT AWARD Romeo Power, Inc. (“Company”) has awarded to you (“Participant”) restricted stock units (“RSUs”) covering the number of Shares set forth below (the “RSU Award”) under the Romeo Power, Inc. 2020 Long-Term Incentive Plan (the “Plan”). Your “Award Agree |
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| April 15, 2021 |
Subsidiaries of the Registrant EX-21.1 6 rmo-20201231xex21d1.htm EXHIBIT 21.1 Exhibit 21.1 Romeo Power, Inc. List of Subsidiaries Subsidiaries Jurisdiction of Incorporation Romeo Systems, Inc. Delaware Romeo Systems Technology, LLC Delaware |
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| April 15, 2021 |
Form of Stock Option Agreement under the Romeo Power, Inc. 2020 Long-Term Incentive Plan Exhibit 10.9 ? Romeo Power, Inc. 2020 Long-Term Incentive Plan TERM SHEET FOR STOCK OPTION AWARD Romeo Power, Inc. (the ?Company?) hereby grants to the Participant named below a stock option (the ?Option?) to purchase any part or all of the number of Shares that are covered by this Option, as specified below, at the exercise price specified below and on the terms and subject to the conditions set |
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| April 15, 2021 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 15, 2021 |
Description of Capital Stock of Romeo Power, Inc. Exhibit 4.6 ROMEO POWER, INC. DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2020, Romeo Power, Inc. (f/k/a RMG Acquisition Corp.), a Delaware corporation (?we,? ?us,? ?our? or the ?Company?), had the following classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Ac |
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| April 15, 2021 |
Exhibit 10.11 ? Romeo Power, Inc. 2020 Long-Term Incentive Plan NOTICE OF PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD Romeo Power, Inc. (?Company?) has awarded to you (?Participant?) performance-based restricted stock units (?PSUs?) covering the number of Shares set forth below (the ?PSU Award?) under the Romeo Power, Inc. 2020 Long-Term Incentive Plan (the ?Plan?). Your ?Award Agreement? applic |
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| April 8, 2021 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-252190 PROSPECTUS SUPPLEMENT NO. 3 (to Prospectus dated January 26, 2021) Romeo Power, Inc. Up to 62,150,554 Shares of Common Stock Up to 12,266,648 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 4,763,058 Warrants This prospectus supplement supplements the prospectus dated January 26, 2021 (the ?Prospectus?), which forms a par |
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| April 7, 2021 |
Regulation FD Disclosure, Unregistered Sales of Equity Securities, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 5, 2021 Romeo Power, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38795 83-2289787 (State or other jurisdiction of incorporation) (Commission File Nu |
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| April 7, 2021 |
Exhibit 99.1 ROMEO POWER AND PACCAR ENTER LONG-TERM SUPPLY AGREEMENT FOR PETERBILT 579 AND 520 BATTERY-ELECTRIC VEHICLES LOS ANGELES, Calif. (APRIL 6, 2021) ? Romeo Power, Inc. (?Romeo Power?) (NYSE: RMO), an energy technology leader delivering large-scale electrification solutions for complex commercial applications, announced today a long-term supply agreement with PACCAR (Nasdaq: PCAR), a globa |
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| April 5, 2021 |
EX-99.25 2 ruleprovisionnotice.htm NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on April 16, 2021, pursuant to the provisions of Rule 12d2-2 (a). [ X ] 17 CFR 240.12d2- |
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| April 2, 2021 |
EX-99.1 2 tm2111210d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 ROMEO POWER ANNOUNCES PRELIMINARY FOURTH QUARTER AND FULL YEAR 2020 FINANCIAL RESULTS AND BUSINESS UPDATE LOS ANGELES, CA (MARCH 30, 2021) – Romeo Power, Inc. (“Romeo Power” or the “Company”) (NYSE: RMO), an energy technology leader delivering large-scale electrification solutions for complex commercial applications, today announced its pre |
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| April 2, 2021 |
EX-99.2 3 tm2111210d1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 Corrected Transcript 30-Mar-2021 Romeo Power, Inc. (RMO) Q4 2020 Earnings Call Total Pages: 22 1-877-FACTSET www.callstreet.com Copyright © 2001-2021 FactSet CallStreet, LLC Romeo Power, Inc. (RMO) Corrected Transcript Q4 2020 Earnings Call 30-Mar-2021 CORPORATE PARTICIPANTS Sam Dundee Lauren Webb Director-Strategic Finance & BizOps, Romeo |
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| April 2, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 30, 2021 Romeo Power, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38795 83-2289787 (State or other jurisdiction of incorporation) (Commission File N |
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| March 31, 2021 |
SEC File Number: 001-38795 CUSIP Number: 776153108 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 12, 2021 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-252190 PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated January 26, 2021) Romeo Power, Inc. Up to 62,150,554 Shares of Common Stock Up to 12,266,648 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 4,763,058 Warrants This prospectus supplement supplements the prospectus dated January 26, 2021 (the “Prospectus”), which forms a par |
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| March 11, 2021 |
NOTICE OF EXTENSION OF REDEMPTION DATE TO THE HOLDERS OF CERTAIN WARRANTS (CUSIP 776153116) Exhibit 99.2 March 11, 2021 NOTICE OF EXTENSION OF REDEMPTION DATE TO THE HOLDERS OF CERTAIN WARRANTS (CUSIP 776153116) Dear Public Warrant Holder, Romeo Power, Inc. (the ?Company?) hereby gives notice that it is extending the period during which its Public Warrants (as defined below) may be exercised by holders thereof and has determined to, and hereby does, change the redemption date of its Publ |
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| March 11, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 11, 2021 Romeo Power, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38795 83-2289787 (State or other jurisdiction of incorporation) (Commission File N |
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| March 11, 2021 |
ROMEO POWER ANNOUNCES EXTENSION OF REDEMPTION DATE TO THE HOLDERS OF PUBLIC WARRANTS EX-99.1 2 tm219402d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 ROMEO POWER ANNOUNCES EXTENSION OF REDEMPTION DATE TO THE HOLDERS OF PUBLIC WARRANTS LOS ANGELES, CA (MARCH 11, 2021) – Romeo Power, Inc. (“Romeo Power” or the “Company”) (NYSE: RMO), an energy technology leader delivering large-scale electrification solutions for complex commercial applications, announced today that it has extended the peri |
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| February 16, 2021 |
ROMEO POWER ANNOUNCES REDEMPTION OF PUBLIC WARRANTS EX-99.1 2 tm216861d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 ROMEO POWER ANNOUNCES REDEMPTION OF PUBLIC WARRANTS LOS ANGELES, CA (FEBRUARY 16, 2021) – Romeo Power, Inc. (“Romeo Power” or the “Company”) (NYSE: RMO), an energy technology leader delivering large-scale electrification solutions for complex commercial applications, announced today that it will redeem all of the outstanding public warrants |
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| February 16, 2021 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-252190 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated January 26, 2021) Romeo Power, Inc. Up to 62,150,554 Shares of Common Stock Up to 12,266,648 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 4,763,058 Warrants This prospectus supplement supplements the prospectus dated January 26, 2021 (the ?Prospectus?), which forms a par |
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| February 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* ROMEO POWER, INC. f/k/a RMG Acquisition Corp. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 776153108 (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of this Statement) Check the appropria |
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| February 16, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 16, 2021 Romeo Power, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38795 83-2289787 (State or other jurisdiction of incorporation) (Commission Fil |
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| February 16, 2021 |
NOTICE OF REDEMPTION OF CERTAIN WARRANTS (CUSIP 776153116) Exhibit 99.2 February 16, 2021 NOTICE OF REDEMPTION OF CERTAIN WARRANTS (CUSIP 776153116) Dear Public Warrant Holder, Romeo Power, Inc. (the ?Company?) hereby gives notice that it is redeeming, at 5:00 p.m. New York City time on March 18, 2021 (the ?Redemption Date?), all of the Company?s outstanding public warrants (the ?Public Warrants?) to purchase shares of the Company?s common stock, par valu |
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| February 16, 2021 |
SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Romeo Power Inc (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 776153108 (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to des |
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| February 11, 2021 |
Exhibit 99 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13G. |
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| February 11, 2021 |
United States Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Romeo Power, Inc. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Secu |
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| February 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) ROMEO POWER, INC. (formerly RMG Acquisition Corp.) (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 776153108 (CUSIP Number) DECEMBER 31, 2020 (Date of event which requires filing of this statement) Check the appro |
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| January 26, 2021 |
TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration No. 333-252190 PROSPECTUS Romeo Power, Inc. Up to 62,150,554 Shares of Common Stock Up to 12,266,648 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 4,763,058 Warrants This prospectus relates to the issuance by us of up to an aggregate of up to 12,266,648 shares of our common stock, $0.0001 par value per share (“Comm |
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| January 22, 2021 |
January 22, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Mr. Thomas Jones Re: Romeo Power, Inc. Registration Statement on Form S-1 File No. 333-252190 (the ?Registration Statement?) Ladies and Gentlemen: In accordance with Rule 461 promulgated under the Securities Act of 1933, as amended, Romeo Power, In |
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| January 19, 2021 |
Registration Statement - FORM S-1 As filed with the Securities and Exchange Commission on January 18, 2021 Registration No. |
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| January 8, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Romeo Power, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 749641106 (CUSIP Number) Tonit M. Calaway BorgWarner Inc. 3850 Hamlin Road Auburn Hills, Michigan 48326 (248) 754-9200 (Name, Address and Telephone |
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| January 8, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Romeo Power, Inc. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 776153108 (CUSIP Number) Michael Patterson c/o Romeo Power, Inc. 4380 Ayers Avenue, Vernon, CA 90058 (844) 257-8557 (Name, Address and Telephone Number of Pe |
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| January 5, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 29, 2020 Romeo Power, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38795 83-2289787 (State or other jurisdiction of incorporation) (Commission Fil |
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| January 5, 2021 |
Exhibit 4.4 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 29, 2020, is made and entered into by and among Romeo Power, Inc. (formerly known as RMG Acquisition Corp.), a Delaware corporation (the “Company”), RMG Sponsor, LLC, a Delaware limited liability company (“RMG Sponsor”), and the undersigned |
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| January 5, 2021 |
Exhibit 10.25 December [●], 2020 [Recipient Name] [Recipient Address] Dear [Recipient]: Romeo Systems, Inc. (“Romeo”) recognizes your dedication and hard work in connection with consummating our merger with a subsidiary of RMG Acquisition Corporation (the “Transaction”) and your importance to ensuring the success of the Transaction in the next six months. In recognition of your contribution, Romeo |
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| January 5, 2021 |
Amended and Restated Bylaws of Romeo Power, Inc. EX-3.2 3 tm2039602d1ex3-2.htm EXHIBIT 3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF Romeo POWER, Inc. (A DELAWARE CORPORATION) TABLE OF CONTENTS Page ARTICLE I OFFICES 1 Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II CORPORATE SEAL 1 Section 3. Corporate Seal 1 ARTICLE III STOCKHOLDERS’ MEETINGS 1 Section 4. Place of Meetings 1 Section 5. Annual Meeting 2 Section 6. Special |
