WELCOME TO THE ROMEO SPAC STOCKHOLDER SETTLEMENT WEBSITE

The purpose of this website and Notice is to notify Class Members of the existence of the Action and the terms of the proposed Settlement of the Action. The Notice is also being sent to inform Class Members of a hearing that the Court has scheduled to consider the fairness, reasonableness, and adequacy of the Settlement, the proposed Plan of Allocation for the Settlement proceeds, and Plaintiff’s Counsel’s Fee and Expense Application, including Plaintiff’s application for a service award (the “Settlement Hearing”). The capitalized terms used on this website, and not otherwise defined, shall have the meanings given to them in the Stipulation and Agreement of Compromise, Settlement, and Release entered into by the Parties on June 17, 2024 (the “Stipulation”) which can be found on downloaded by clicking on the Case Documents tab above.

The Class preliminarily certified by the Court, solely for purposes of the Settlement, consists of: All Persons who held RMG Class A common stock as of the Redemption Deadline, either of record or beneficially, and who did not redeem all of their shares, including their heirs, successors-in-interest, successors, transferees, and assigns.

SUMMARY OF CLAIMS, ISSUES, DEFENSES, AND RELIEF SOUGHT IN THE ACTION

This Action arises out of the Defendants alleged impairment of RMG Acquisition Corp. (“RMG”) Class A stockholders’ right to make an informed redemption decision in connection with the business combination between RMG and Romeo Systems, Inc. (“Legacy Romeo”). Defendants, as RMG’s directors and officers, were duty bound to provide RMG stockholders all material information related to their redemption decision in an honest and forthright manner. Plaintiff alleges that Defendants caused RMG to make materially false and misleading public statements about the strength of the proposed business combination and that Defendants’ alleged breaches of fiduciary duty and aiding and abetting thereof harmed the Class by dissuading its members from redeeming their stock.

Defendants deny any and all allegations of wrongdoing, fault, liability, or damages, including, but not limited to, any allegations that Defendants have committed any violations of law or breach of any duty owed to RMG stockholders.

FACTUAL BACKGROUND

On October 22, 2018, RMG was incorporated in Delaware as a blank check company for the purpose of effecting a merger, capital stock-exchange, asset acquisition, share purchase, reorganization, or similar business combination. RMG announced on February 12, 2019 that it closed its initial public offering of 20,000,000 units (consisting of one share of RMG Class A common stock and one warrant) at $10.00 per unit.

On October 5, 2020, RMG and Legacy Romeo entered into an Agreement and Plan of Merger (such merger agreement with any amendments thereto, the “Merger Agreement”), pursuant to which Legacy Romeo would be acquired by RMG (the “Merger”).

On December 29, 2020, RMG and Legacy Romeo completed the Merger and, upon the closing of the Merger, proceeded to operate as Romeo Power, Inc. (“Romeo”).

On October 28, 2021, Plaintiff commenced the Action, on behalf of herself and all other similarly situated former RMG stockholders, against all Defendants except MKC, asserting claims for breach of fiduciary duty and unjust enrichment in connection with the Merger.

From May through November 2023, the Parties engaged in document and other written discovery: (i) Plaintiff propounded requests for the production of documents to Defendants, served interrogatories directed to Defendants, and served a subpoena duces tecum and ad testificandum on Nikola; and (ii) Plaintiff obtained nearly 48,000 pages of documents in response to her discovery requests, over 95% of which Plaintiff reviewed.

The Parties have engaged in substantial settlement negotiations, including participating in a full day mediation before former U.S. District Judge Layn R. Phillips on March 23, 2023, following the exchange of opening briefs. The Parties were unable to reach a settlement at this mediation session, but the Parties periodically continued settlement discussions through Judge Phillips over the next eight months as the litigation progressed. On November 2, 2023, following additional damages-related exchanges and further discussions among Judge Phillips and counsel for the Parties, Judge Phillips made a mediator’s recommendation to settle this Action for $11.99 million in cash, subject to Court approval, the definitive terms of which are reflected in the Stipulation. The Parties accepted the mediator’s proposal on November 6, 2023.

On June 17, 2024, following extensive negotiations regarding the specific terms and conditions of their agreement, the Parties entered into the Stipulation. The Stipulation, which reflects the final and binding agreement between the Parties on the terms and conditions of the Settlement and supersedes the Term Sheet, can be downloaded from the Case Documents page of this website.

On July 1 2024, the Court entered a Scheduling Order directing that notice of the Settlement be provided to potential Class Members, and scheduling the Settlement Hearing to, among other things, consider whether to grant final approval to the Settlement.

ADDITIONAL INFORMATION

Although the information in this website is intended to assist you, it does not replace the information contained in the Notice and Stipulation, both of which can be found and downloaded by clicking on the Case Documents tab above. We recommend that you read the Notice and other relevant case documents carefully. You may also wish to read the answers to Frequently Asked Questions provided on this website.

CLASS MEMBERS’ LEGAL RIGHTS IN THE SETTLEMENT:

IMPORTANT DATES AND DEADLINES