The purpose of the 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 Court directed that the Notice be sent to you because you may be a Class Member. The Court has directed us to send you this Notice because, as a Class Member, you have a right to know about your options before the Court rules on the proposed Settlement. Additionally, you have the right to understand how the Action and the proposed Settlement generally affect your legal rights.

Please Note: The Court may approve the proposed Settlement with such modifications as the Parties may agree to, if appropriate, without further notice to the Class.

A brief background of this case is provided on page 3 of the Notice, and is also summarized on the case website. We do not have any more information regarding the background of this case beyond what is provided in the Notice and posted case documents.

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. Excluded from the Class are: (i) RMG, RMG Sponsor, LLC, MKC Investments LLC, Robert S. Mancini, Philip Kassin, D. James Carpenter, W. Grant Gregory, Craig Broderick, W. Thaddeus Miller, and Steven P. Buffone, as well as the members of their immediate families, and any entity in which any of them has a controlling interest, and the legal representatives, heirs, successors, or assignees of any such excluded party; (ii) any trusts, estates, entities, or accounts that held RMG shares for the benefit of any of the foregoing; and (iii) Nikola and its present affiliates (together, the “Excluded Persons”).

Please Note: The Class is a non- “opt-out” class pursuant to Delaware Court of Chancery Rules 23(a), 23(b)(1), and 23(b)(2). Accordingly, Class Members do not have the right to exclude themselves from the Class.

We are unable to advise regarding claim eligibility prior to receiving and processing a Proof of Claim submission. We cannot be more specific than the information which has been included in the Notice and cannot interpret how the Notice or Plan of Allocation may apply to a specific claim prior to processing.

Please read the Notice and Class definition carefully and decide whether or not you wish to submit a Proof of Claim. If you are still not certain of eligibility and want for us to determine eligibility, you will need to submit a Proof of Claim along with supporting documentation for your transactions.

Email is not an acceptable submission method and claims submitted via email will not be reviewed for eligibility. As indicated in the general instructions for the Proof of Claim and Release, you must submit your claim via the online form or you can mail your completed and signed Proof of Claim and Release addressed as follows:

Romeo SPAC Stockholder Settlement
Settlement Administrator
c/o Gilardi & Co. LLC
PO Box 301170
Los Angeles, CA 90030-1170

If submitting via the online form, there is a link on this website which allows a claimant to complete the Proof of Claim. The link is found on the “File Claim” tab under the header “Submit Your Proof of Claim Online.”

Note that the online link may be disabled at any time after the filing deadline and you will only be able to submit via mail to the address above.

In consideration of the settlement of the Released Plaintiff’s Claims (defined in the Notice) against Released Defendant Parties (defined in the Notice), Defendants will deposit or cause to be deposited the $11,990,000 Settlement Amount into an interest-bearing escrow account for the benefit of the Class.

Your share of the Net Settlement Fund will depend on several things, including the total value of RMG Class A common stock shares represented by the valid Proofs of Claim that Class Members send in, compared to the value of your claim, all as calculated under the Plan of Allocation set forth in the Notice.

To be eligible to receive a payment from the Settlement, you must submit a Proof of Claim. A Proof of Claim may be downloaded from the Case Documents tab of this website. Read the instructions carefully, fill out the Proof of Claim, include all the documents the form asks for, sign it, and mail or submit it online so that it is received no later than October 30, 2024. The Proof of Claim may be submitted online.

If submitting via the online form, there is a link on the website which allows a claimant to complete the Proof of Claim. The link is found on the “File Claim” tab under the header “Submit Your Proof of Claim Online.”

Note that the online link may be disabled at any time after the filing deadline and you will only be able to submit via mail to the address above.

The Court has appointed the law firms of Robbins Geller Rudman & Dowd LLP, Robbins LLP and Andrews & Springer LLC,  to represent you and the other Class Members.

The Settlement Hearing will be held on October 18, 2024, at 1:30 p.m., before the Honorable Nathan A. Cook, Vice Chancellor, at the Court of Chancery of the State of Delaware, Leonard L. Williams Justice Center, 500 North King Street, Wilmington, DE 19801, to, among other things, determine whether to finally certify the Class for settlement purposes only, pursuant to Court of Chancery Rules 23(a), 23(b)(1), and 23(b)(2), and to also determine whether the proposed Plan of Allocation of the Net Settlement Fund is fair and reasonable.

Please Note: The date and time of the Settlement Hearing may change without further written notice to Class Members. In addition, the Court may decide to conduct the Settlement Hearing remotely by telephone or videoconference, or otherwise allow Class Members to appear at the hearing remotely by phone or video, without further written notice to Class Members. In order to determine whether the date and time of the Settlement Hearing have changed, or whether Class Members must or may participate remotely by phone or video, it is important that you monitor the Court’s docket and this website, before making any plans to attend the Settlement Hearing. Any updates regarding the Settlement Hearing, including any changes to the date or time of the hearing, or updates regarding in-person or remote appearances at the hearing, will be posted to this website.

No. Plaintiff's Counsel will answer any questions the Court may have. However, you are welcome to attend at your own expense. If you send an objection, you do not have to come to Court to talk about it. As long as you submit your written objection on time, the Court will consider it. You may also pay your own lawyer to attend, but it is not necessary. Class Members do not need to appear at the hearing or take any other action to indicate their approval.

If you wish to be heard orally at the hearing in opposition to the approval of the Settlement, the Plan of Allocation, or Plaintiff’s Counsel’s Fee and Expense Application, including Plaintiff’s application for a service award (assuming you timely file and serve a written objection as described above), you must also file a notice of appearance with the Register in Chancery and serve it on Plaintiff’s Counsel and Defendants’ Counsel at the mailing and email addresses set forth in the Notice so that the notice is received on or before October 4, 2024. Persons who intend to object and desire to present evidence at the Settlement Hearing must include in their written objection or notice of appearance the identity of any witnesses they may call to testify and exhibits they intend to introduce into evidence at the hearing. Such persons may be heard orally at the discretion of the Court.

We do not hold stock records here. Gilardi & Company, LLC is a third-party administrator appointed by the Court to notify potential claimants. We are provided with names and addresses of potential claimants in order to notify individuals of settlements but do not have access for your investment records. We recommend you contact the institution where you held your shares and request proof or supporting documentation for your claim.

A claim should be submitted for each separate legal entity (e.g., a Proof of Claim of joint owners should not include separate transactions of just one of the joint owners, and an individual with transactions made solely in the individual’s name).

Conversely, a single Proof of Claim should be submitted on behalf of one legal entity, including all transactions made by that entity on one Proof of Claim, no matter how many separate accounts that entity has (e.g., a corporation with multiple brokerage accounts should include all transactions made in all accounts on one Proof of Claim).

When filing on behalf of a deceased beneficial owner or their estate, you can submit a claim in the name of the individual, or, if an estate exists, you can submit on behalf of the estate. Note that any settlement proceeds will be made payable to the estate if that is how you submit that claim. The same rule applies for IRA's and other account types.

The claim submission should include a copy of the death certificate as well as proof of authority to file. As you are submitting a claim form as a representative on behalf of someone else (e.g. as an executor, administrator, trustee or other representative), you must document your authority to file on their (or their estate’s) behalf. Proof of authority can include a copy of the Last Will and Testament, Letters Testamentary, evidence of probate, proof of authority as executor or beneficiary and/or any other testamentary provisions of the deceased person. Do not send originals as any documents submitted with your claim will not be returned.

Depending on whether you submit on behalf of the individual on behalf of the estate, please provide the appropriate TIN or SSN. Then sign the claim form.

The claim must be submitted for the benefit of the actual beneficial owner/purchaser of the shares or their estate. Do not submit the claim in the name of the deceased person’s family or other heirs. We must issue the check to the actual beneficial owner/purchaser of the shares. We cannot issue any applicable check in the name of the deceased person’s family, beneficiaries or other heirs.

Copies of stockbroker confirmation slips, stockbroker statements, or other documents evidencing your holdings of RMG Class A common stock, purchases of RMG Class A common stock or Romeo common stock, and sales of RMG Class A common stock or Romeo common stock should be attached to your claim. If any such documents are not in your possession, please obtain a copy or equivalent documents from your broker, because these documents are necessary to prove and process your claim. Failure to provide this documentation could delay verification of your claim or result in rejection of your claim.

Stock certificates are not considered a sufficient form of documentation as they do not provide the necessary trade date and transaction price information. We are also unable to accept handwritten documents, self-prepared tax forms or spreadsheets, or statements that are illegible due to document quality.

The Settlement Administrator does not have the authority to grant extensions beyond the deadline. You are welcome to submit a Proof of Claim at this time understanding that it will be considered late. If you desire, you may also include a brief letter explaining why your claim is late.

We will process all late claims received, and as much as possible, include that information with our recommendations to Counsel. We generally recommend that late claims which are otherwise valid and eligible be considered for distribution, but it will be up to the Court and/or Counsel to determine whether or not late claims will receive consideration in this matter.

Processing time on our cases can take an average of 9 to 12 months from the filing deadline. Once processing is complete, we must then wait for authorization from Counsel and/or the Court before we can distribute the funds which can take several additional months.

Please understand that this is an estimated timeframe for processing based on our experience which does not guarantee that all case processing will be completed within nine months. Processing time varies from case to case and some cases may take more or less based on the specifics of that case settlement.

If your claim has been received and we have any questions or need additional information or documentation to assist in the processing of your claim, we will contact you by using one or more of the contact methods (phone, e-mail, mail) which you listed on your claim form submission.

We will not have the final claim payout amount available until we have processed all of the claims, calculated the total loss of claims filed and received approval from the Court and/or Counsel.

We appreciate your patience as accurate claims processing takes time.

If you do nothing, you will not receive any money from this Settlement. In addition, unless you exclude yourself, you will not be able to start a lawsuit, continue with a lawsuit, or be part of any other lawsuit against Defendants and their Released Defendant Parties about the Released Plaintiff’s Claims in this case.