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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 9, 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 1.01. Entry into a Material Definitive Agreement.
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 (the “Rights”)
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.
In
connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s
Registration Statement on Form S-1 (File No. 333-293853) for the IPO, initially filed with the U.S. Securities and Exchange Commission
(the “Commission”) on February 27, 2026, as amended (the “Registration Statement”):
| ● | An
Underwriting Agreement, dated June 9, 2026 by and between the Company and Santander US Capital Markets LLC, as representative of the
several underwriters named on Schedule I thereto (the “Underwriters”), a copy of which is attached as Exhibit 1.1
hereto and is incorporated herein by reference. |
| ● | A
Rights Agreement, dated June 9, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as rights agent,
a copy of which is attached as Exhibit 4.1 hereto and is incorporated herein by reference. |
| ● | A
Letter Agreement, dated June 9, 2026, by and among the Company, RMG ML Sports Holdings Sponsor LLC (the “Sponsor”)
and each of the officers and directors of the Company, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein
by reference. |
| ● | An
Investment Management Trust Agreement, dated June 9, 2026, by and between the Company and Continental Stock Transfer & Trust Company,
as trustee, a copy of which is attached as Exhibit 10.2 hereto and is incorporated herein by reference. |
| ● | A
Registration Rights Agreement, dated June 9, 2026, by and between the Company and the Sponsor, a copy of which is attached as Exhibit
10.3 hereto and is incorporated herein by reference. |
| ● | A
Private Placement Units Purchase Agreement, dated June 9, 2026, by and between the Company and the Sponsor, a copy of which is attached
as Exhibit 10.4 hereto and is incorporated herein by reference. |
The
material terms of such agreements are fully described in the Company’s final prospectus, dated June 9, 2026 as filed with the Commission
on June 11, 2026 (the “Prospectus”) and are incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
On
June 9, 2026, simultaneously with the closing of the IPO, pursuant to the Private Placement Unit Purchase Agreement, the Company completed
the private sale of an aggregate of 210,000 Units (the “Private Placement Units”) to the Sponsor at a purchase price
of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $2,100,000.
The
Private Placement Units are identical to the Units sold in the IPO, except that the Private Placement Units (i) will not be transferable
or salable until 30 days after the completion of our initial business combination, subject to certain exceptions and (ii) will be (including
the underlying shares) entitled to registration rights. The material terms of the Private Placement Units are fully described in the
Prospectus and are incorporated herein by reference. No underwriting discounts or commissions were paid with respect to the sale of the
Private Placement Units. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in
Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
June 9, 2026, in connection with the IPO, Keith Wyness and Robert Warfield were appointed to the board of directors of the Company (the
“Board”). James Carpenter, Douglas Horlick and Paul Grinberg remain as members of the Board. Mr. Grinberg, Mr. Wyness
and Mr. Warfield are independent directors. Effective June 9, 2026, Mr. Grinberg, Mr. Wyness and Mr. Warfield were appointed to the Board’s
Audit Committee, with Mr. Grinberg serving as chair of the Audit Committee; Mr. Grinberg, Mr. Wyness and Mr. Warfield were appointed
to the Board’s Compensation Committee, with Mr. Wyness serving as chair of the Compensation Committee; and Mr. Grinberg, Mr. Wyness
and Mr. Warfield were appointed to the Board’s Corporate Governance and Nominating Committee, with Mr. Wyness serving as chair
of the Corporate Governance and Nominating Committee.
On
June 9, 2026, in connection with their appointments to the Board, each of the members of the Board entered into the Letter Agreement
as well as an indemnity agreement with the Company in the form previously filed as Exhibit 10.5 to the Registration Statement.
Other
than the foregoing, none of the directors are party to any arrangement or understanding with any person pursuant to which they were appointed
as directors, nor are they party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.
The
foregoing descriptions of the Letter Agreement and the form of indemnity agreement do not purport to be complete and are qualified in
their entireties by reference to the Letter Agreement and form of indemnity agreement, copies of which are attached as Exhibit 10.1 hereto
and Exhibit 10.5 to the Registration Statement, respectively, and are incorporated herein by reference.
Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
On
June 9, 2026, in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association (the “Articles”),
effective the same day. The terms of the Articles are set forth in the Registration Statement and are incorporated herein by reference.
A copy of the Articles is attached as Exhibit 3.1 hereto and incorporated herein by reference.
Item 8.01. Other Events.
A
total of $189,100,000 of the net proceeds from the IPO (which amount includes $250,000 of underwriting commission payable to the underwriter
upon the closing of this IPO and $6,000,000 of deferred underwriting commissions) and the sale of the Private Placement Units, was placed
in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to
interest earned on the funds held in the trust account that may be released to the Company to pay its taxes, if any, and up to $100,000
of interest to pay dissolution expenses, the funds held in the trust account will not be released from the trust account until the earliest
of (i) the completion of the Company’s initial business combination, (ii) the redemption of the Ordinary Shares included in the
Units sold in the IPO (the “public shares”) if the Company is unable to complete its initial business combination
within 21 months from the closing of the IPO (the “completion window”), subject to applicable law or (iii) the redemption
of the public shares properly submitted in connection with a shareholder vote to amend the Company’s Articles not for the purpose
of approving, or in conjunction with the consummation of, an initial business combination (A) to modify the substance or timing of the
Company’s obligation to allow redemption in connection with its initial business combination or to redeem 100% of its public shares
if it has not consummated an initial business combination within the completion window or (B) with respect to any other material provisions
relating to rights of holders of the Company’s Ordinary Shares or pre-initial business combination activity.
On
June 9, 2026, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this
Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT
INDEX
| Exhibit
No. |
|
Description |
| 1.1 |
|
Underwriting Agreement,
dated June 9, 2026, by and between the Company and Santander US Capital Markets LLC, as representative of the several underwriters
named on Schedule I thereto. |
| 3.1 |
|
Amended and Restated Memorandum
and Articles of Association. |
| 4.1 |
|
Rights Agreement, dated
June 9, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as rights agent. |
| 10.1 |
|
Letter Agreement, dated
June 9, 2026, by and among the Company, RMG ML Sports Holding Sponsor LLC and each of the officers and directors of the Company. |
| 10.2 |
|
Investment Management Trust Agreement, dated June 9, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee. |
| 10.3 |
|
Registration Rights Agreement,
dated June 9, 2026, by and between the Company and RMG ML Sports Holdings Sponsor LLC. |
| 10.4 |
|
Private Placement Units
Purchase Agreement, dated June 9, 2026, by and between the Company and RMG ML Sports Holdings Sponsor LLC. |
| 99.1 |
|
Press Release, dated June
9, 2026. |
| 104 |
|
Cover Page Interactive
Data File (embedded within the Inline XBRL document). |
SIGNATURE
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 11, 2026 |
|
|
Exhibit 99.1
RMG ML Sports Holdings
Announces the Pricing of $200 Million Initial Public Offering
Incline Village, NV,
June 9, 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 the pricing of its initial public offering of 20,000,000 units at an offering price of $10.00
per unit, with each unit consisting 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 are expected to trade on the Global Market tier of
the Nasdaq Stock Market (“Nasdaq”) under the ticker symbol “SHOTU” beginning 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. The Company has granted the underwriter a 45-day option to purchase up to an additional 3,000,000 units at
the initial public offering price to cover over-allotments, if any. The offering is expected to close on June 11, 2026 subject to customary
closing conditions.
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
