RMG ML Sports Holdings (SHOTU) sponsor details private placement and founder shares
Rhea-AI Filing Summary
RMG ML Sports Holdings Sponsor LLC filed a Form 3 as a 10% owner of RMG ML Sports Holdings. The sponsor reports 210,000 Class A ordinary shares, which are the private placement shares included in 210,000 private placement units purchased at $10.00 per unit. Each unit consists of one Class A share and a right to receive one eighth of a Class A share. The sponsor also holds 7,666,667 Class B ordinary shares, which will automatically convert into Class A shares on a one-for-one basis at the time of the company’s initial business combination, subject to anti-dilution adjustments. Up to 1,000,000 Class B shares are subject to forfeiture if the underwriters do not fully exercise their over-allotment option within 45 days of the final prospectus. Mr. Douglas Horlick may be deemed to beneficially own these securities through his control of the sponsor but disclaims beneficial ownership except to the extent of the sponsor’s pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
2 transactions reported
Mixed
2 txns
Insider
RMG ML Sports Holdings Sponsor LLC
Role
10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Class B ordinary shares, par value $0.0001 per share | -- | -- | -- |
| holding | Class A ordinary shares, par value $0.0001 per share | -- | -- | -- |
Holdings After Transaction:
Class B ordinary shares, par value $0.0001 per share — 7,666,667 shares (Direct);
Class A ordinary shares, par value $0.0001 per share — 210,000 shares (Direct)
Footnotes (4)
- F1. This Form 3 is being filed by RMG ML Sports Holdings Sponsor LLC (the "Sponsor"). The Sponsor is controlled by Mr. Douglas Horlick, as a result of his role as managing member of the Sponsor. As a result, Mr. Horlick may be deemed to have beneficial ownership of the Class B ordinary shares and the Private Placement Units (as defined below) (including the Private Placement Shares (as defined below) included in such units) held by the Sponsor. Mr. Horlick disclaims such beneficial ownership except to the extent of the Sponsor's pecuniary interest therein.
- F2. Represents Class A ordinary shares, par value $0.0001 per share, of the Issuer (the "Private Placement Shares") that are included in the 210,000 private placement units (the "Private Placement Units") that will be purchased by the Sponsor from the Issuer in a private placement at $10.00 per Private Placement Unit (the "Private Placement"), as described in the Issuer's registration statement on Form S-1 (File No. 333-293853) (the "Registration Statement"). Each Private Placement Unit is comprised of one Private Placement Share and one right to receive one eighth (1/8) of one Class A ordinary share (the "Private Placement Rights"). Does not represent any Private Placement Shares issuable upon the receipt of Private Placement Rights.
- F3. Pursuant to the Issuer's amended and restated memorandum and articles of association, the Class B ordinary shares have no expiration date and will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination on a one-for-one basis subject to adjustment pursuant to certain anti-dilution rights.
- F4. The Class B ordinary shares reported herein include up to 1,000,000 Class B ordinary shares that are subject to forfeiture to the extent the underwriters of the initial public offering of the Issuer's securities do not exercise in full their over-allotment option, as described in the Registration Statement. The over-allotment option of the underwriters expires 45 days from the date of the final prospectus related to the Issuer's initial public offering.
Key Figures
Private placement units: 210,000 units
Private placement price: $10.00 per unit
Class A private placement shares: 210,000 shares
+3 more
6 metrics
Private placement units
210,000 units
Purchased by sponsor; each unit includes one Class A share and one right
Private placement price
$10.00 per unit
Price for each of the 210,000 private placement units
Class A private placement shares
210,000 shares
Class A ordinary shares included in private placement units
Class B ordinary shares
7,666,667 shares
Founder shares held by sponsor, convertible into Class A
Class B subject to forfeiture
1,000,000 shares
Forfeitable if IPO underwriters do not fully exercise over-allotment
Underlying Class A from Class B
7,666,667 shares
Class A shares issuable upon one-for-one conversion of Class B
Key Terms
Private Placement Units, Private Placement Shares, over-allotment option, anti-dilution rights, +1 more
5 terms
Private Placement Units financial
"210,000 private placement units (the "Private Placement Units") that will be purchased"
over-allotment option financial
"subject to forfeiture to the extent the underwriters ... do not exercise in full their over-allotment option"
An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.
anti-dilution rights financial
"convert into Class A ordinary shares at ... one-for-one basis subject to adjustment pursuant to certain anti-dilution rights"
beneficial ownership financial
"Mr. Horlick may be deemed to have beneficial ownership of the Class B ordinary shares"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What does the RMG ML Sports Holdings (SHOTU) Form 3 disclose?
The Form 3 shows RMG ML Sports Holdings Sponsor LLC as a 10% owner. It reports 210,000 Class A private placement shares and 7,666,667 Class B founder shares, outlining the sponsor’s initial equity position in the SPAC structure.
How do the RMG ML Sports private placement units work according to the Form 3?
Each of the 210,000 private placement units costs $10.00 and includes one Class A private placement share plus one right. Each right entitles the holder to receive one eighth of a Class A ordinary share upon the specified conditions being met.