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, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to RMG ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Cayman Islands 001-40013 98-1574120 (State or other jurisdiction of in ...

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, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to RMG ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Cayman Islands 001-40013 98-1574120 (State or other jurisdiction of incorpo ...

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, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to RMG ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Cayman Islands 001-40013 98-1574120 (State or other jurisdiction of incorp ...

Financial Performance - The company reported a net income of $15.88 million for the year ended December 31, 2022, compared to a net income of $6.98 million for the previous year, representing a year-over-year increase of approximately 127.5%[300]. - For the year ended December 31, 2022, the net income was $15,876,077, a significant increase from $6,977,619 in 2021, representing a growth of approximately 128.5%[305]. - The accumulated deficit decreased from $30.90 million in 2021 to $19.19 million in 2022, showing an improvement of approximately 37.9%[298]. - Basic and diluted net income per common share for Class A and Class B shares was $0.26 for 2022, compared to $0.13 for both classes in 2021[353]. Assets and Liabilities - Total assets as of December 31, 2022, were $487.34 million, compared to $483.72 million as of December 31, 2021, reflecting an increase of approximately 0.13%[298]. - The company had total current liabilities of $1.17 million as of December 31, 2022, significantly higher than $163,692 in the previous year, indicating a substantial increase[298]. - The company’s total liabilities decreased from $31.62 million in 2021 to $19.36 million in 2022, a reduction of approximately 38.7%[298]. - The Company has a working capital deficit of approximately $1.1 million, raising concerns about its ability to continue as a going concern[323]. Cash Flow and Investments - The net cash used in operating activities was $(614,577), an improvement compared to $(2,353,511) in the previous year[305]. - The cash flows from investing activities showed a net cash provided of $43,317, contrasting with $(482,961,900) in 2021, indicating a recovery in investment activities[305]. - The unrealized gain on investments held in the Trust Account was $4.30 million for 2022, compared to $50,412 in 2021, indicating a significant increase[300]. - Investments held in the Trust Account amounted to $487,268,822 as of December 31, 2022, compared to $483,012,312 in 2021[398][399]. Shareholder Information - The weighted average Class A ordinary shares outstanding increased to 48.30 million in 2022 from 43.14 million in 2021, reflecting an increase of about 11.5%[300]. - The Company reported a net income allocation of $12,700,862 for Class A shares and $3,175,215 for Class B shares for the year ended December 31, 2022[353]. - The Class A ordinary shares subject to possible redemption increased to $487,168,822 as of December 31, 2022, reflecting an increase in redemption value of $4,168,822[380]. - A total of 260 shareholders redeemed approximately 47,381,598 Class A ordinary shares, representing about 98.10% of the issued and outstanding shares, for approximately $478,003,632 in cash[411]. Business Operations and Future Plans - The Company has not yet commenced operations and will not generate operating revenues until after completing its initial Business Combination[309]. - The Company is required to complete a Business Combination by May 9, 2023, or it will cease operations and redeem Public Shares[319]. - The Company entered into a non-binding letter of intent for a business combination with H2B2 Electrolysis Technologies, with a definitive merger agreement expected in the first half of 2023[409]. - The Company extended the deadline to complete a business combination from February 9, 2023, to May 9, 2023, with the possibility of further extensions up to a total of six months[410]. Loans and Financing - The Company received a payment of $25,000 from the Sponsor and a loan of $135,000 to satisfy liquidity needs, with a Working Capital Loan outstanding of $500,000 as of December 31, 2022[324]. - The fair value of the Working Capital Loan Option was $500,000 as of December 31, 2022, with the option to convert into warrants[339]. - The Company incurred approximately $240,000 and $220,000 in administrative service expenses during the years ended December 31, 2022 and 2021, respectively[370]. - The Sponsor agreed to loan the Company up to $475,000 under a non-interest bearing promissory note, which is due upon the consummation of a Business Combination[368]. Warrants and Shares - The exercise price of the warrants is $11.50 per share, subject to adjustments, and they will expire five years after the completion of a Business Combination[390]. - The Company may redeem the outstanding warrants at a price of $0.01 per warrant if the closing price of Class A ordinary shares equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period[392]. - As of December 31, 2022, the Company had 9,660,000 Public Warrants and 8,216,330 Private Placement Warrants outstanding[387]. - The estimated fair value of the Private Placement Warrants was $246,500 as of December 31, 2022, down from $6,573,100 in 2021[399][404].

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ 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 RMG ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Cayman Islands 001-40013 98-1574120 (State or other jurisdiction of ...

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 57 Ocean, Suite 403, 5775 Collins Avenue Miami Beach, Florida 33140 (Address of principal executive offices) (Zip Code) (Commission File Number) (I.R.S. Employer Identification Number) Registrant's telephone number, including area code: (786) 584-8352 Not Applicable (Former name or former address, if changed s ...

Table of Contents 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 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to To Commission File No. 001-40013 RMG Acquisition Corp. III (Exact name of registrant as specified in its charter) Cayman Islands 98-1574120 (S ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ 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 RMG ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Cayman Islands 001-40013 98-1574120 (State or other jurisdictio ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ⌧ 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 RMG ACQUISITION CORP. III (Exact name of registrant as specified in its charter) | Cayman Islands | 001-40013 | 98-1574120 | | --- | --- | --- | | (S ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ 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 RMG ACQUISITION CORP. III Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be subm ...