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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 11, 2026
RMG
ML Sports Holdings
(Exact
name of registrant as specified in its charter)
| Cayman
Islands |
|
001-43340 |
|
98-1904489 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification
No.) |
930
Tahoe Blvd STE 802 PMB 45
Incline
Village, NV
89451
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (775) 204-1489
Not
Applicable
(Former
name or former address, if changed since last report)
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Units,
each consisting of one Class A ordinary share, $0.0001 par value, and one right to receive one-eighth (1/8) of one Class A ordinary
share upon the consummation of the Company’s initial business combination |
|
SHOTU |
|
The
Nasdaq Stock Market LLC |
| Class
A ordinary shares included as part of the units |
|
SHOT |
|
The
Nasdaq Stock Market LLC |
| One
right to receive one-eighth (1/8) of one Class A ordinary share upon the consummation of the Company’s initial business combination |
|
SHOTR |
|
The
Nasdaq Stock Market LLC |
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
8.01. Other Events.
As
previously disclosed, on June 11, 2026, RMG ML Sports Holdings (the “Company”) consummated its initial public offering
(“IPO”) of 20,000,000 units (the “Units”). Each Unit consists of one Class A ordinary share
of the Company, par value $0.0001 per share (the “Ordinary Shares”) and one right to receive one-eighth (1/8) of one
Ordinary Share upon the consummation of the Company’s initial business combination. The Units were sold at a price of $10.00 per
Unit, generating gross proceeds to the Company of $200,000,000. The Company granted Santander US Capital Markets LLC, as representative
of the several underwriters named on Schedule I thereto (the “Underwriters”), the right to purchase up to an additional
3,000,000 Units to cover over-allotments, within 45 days of the closing (the “Over-Allotment Option”).
Subsequently,
on June 11, 2026, the Underwriters partially exercised the Over-Allotment Option for 1,650,000 Units. The closing of the issuance and
sale of the additional Units (the “Over-Allotment Option Units”) occurred on June 15, 2026. The total aggregate issuance
by the Company of 1,650,000 Over-Allotment Option Units at a price of $10.00 per unit generated total gross proceeds of $16,500,000.
On
June 15, 2026, an additional $16,500,000 consisting of the net proceeds from the sale of the Over-Allotment Option Units was placed in
the trust account, resulting in a total of $216,500,000 held in the trust account.
On
June 15, 2026, the Company issued a press release attached hereto as Exhibit 99.1 to this Current Report on Form 8-K, announcing the
exercise of the Over-Allotment Option.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release, dated June 15, 2026. |
| 104 |
|
The
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
RMG
ML SPORTS HOLDINGS |
| |
|
|
| |
By: |
/s/
James Carpenter |
| |
Name: |
James
Carpenter |
| |
Title: |
Chief
Executive Officer |
| |
|
|
| Dated:
June 15, 2026 |
|
|
Exhibit
99.1
RMG
ML Sports Holdings Announces Closing of Partial Exercise of Over-Allotment Option in Connection with its Initial Public Offering
Incline Village, NV, June 15, 2026 (GLOBE NEWSWIRE) -- RMG ML Sports Holdings (the “Company”), a newly organized special purpose
acquisition company formed as a Cayman Islands exempted company and led by Chief Executive Officer, James Carpenter, and President and
Chief Financial Officer, Douglas Horlick, today announced that the underwriters of its previously announced initial public offering have
partially exercised their option to purchase an additional 1,650,000 units at the public offering price of $10.00 per unit, resulting
in additional gross proceeds of $16.5 million. After giving effect to this partial exercise of the over-allotment option, the total number
of units sold in the public offering increased to 21,650,000 units, resulting in total gross proceeds of $216,500,000 for the Company’s
initial public offering. Each unit consists of one Class A ordinary share and one right to receive one-eighth (1/8) of one Class A ordinary
share upon the consummation of the Company’s initial business combination. The units began trading on the Global Market tier of
the Nasdaq Stock Market (“Nasdaq”) under the ticker symbol “SHOTU” on June 10, 2026. Once the securities comprising
the units begin separate trading, the ordinary shares and the rights are expected to be traded on Nasdaq under the symbols “SHOT”
and “SHOTR,” respectively.
Santander
is acting as sole book-running manager.
A
registration statement relating to the securities sold in the initial public offering was declared effective by the U.S. Securities and
Exchange Commission (the “SEC”) on June 9, 2026. The offering is being made only by means of a prospectus. Copies of the
prospectus may be obtained from Santander US Capital Markets LLC, 437 Madison Avenue, New York, NY 10022, Attention: ECM Syndicate, by
email at equity-syndicate@santander.us, by telephone at 833-818-1602, or by accessing the SEC’s website at www.sec.gov.
This
press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities
in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction.
About
RMG ML Sports Holdings
RMG
ML Sports Holdings is a public acquisition vehicle and intends to target opportunities in the global sports industry and adjacent sectors
including, but not limited to, entertainment, eSports, gaming, music publishing and real estate development (focused on stadiums and
venues). RMG ML Sports Holdings intends to capitalize on the investment and operational experience of its management team, as well as
its affiliation with Riverside Management Group.
Forward-Looking
Statements
This
press release contains statements that constitute “forward-looking statements,” including with respect to the Company’s
initial public offering (“IPO”) and search for an initial business combination. No assurance can be given that the offering
discussed above will be completed on the terms described, or at all, or that the net proceeds of the offering will be used as indicated.
Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set
forth in the Risk Factors section of the Company’s registration statement and preliminary prospectus for the IPO filed with the
SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for
revisions or changes after the date of this release, except as required by law.
Contacts:
Douglas
Horlick
930
Tahoe Blvd STE 802 PMB 45
Incline
Village, NV 89451
Telephone:
(775) 204-1489
