RMG ML Sports (SHOTU) CFO controls sponsor holding 7.67M Class B shares
Rhea-AI Filing Summary
RMG ML Sports Holdings director, CFO and President Douglas Horlick reported his initial indirect holdings on a Form 3. The filing shows indirect beneficial ownership of 210,000 Class A ordinary shares tied to private placement units, and 7,666,667 Class B ordinary shares that automatically convert into Class A shares on a one-for-one basis at the company’s initial business combination, subject to anti-dilution adjustments. Up to 1,000,000 of the Class B shares are subject to forfeiture if underwriters do not fully exercise their over-allotment option. The interests are held through RMG ML Sports Holdings Sponsor LLC, and Mr. Horlick disclaims beneficial ownership beyond the Sponsor’s pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
2 transactions reported
Mixed
2 txns
Insider
Horlick Douglas
Role
CFO and President
| 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 (Indirect, See footnotes);
Class A ordinary shares, par value $0.0001 per share — 210,000 shares (Indirect, See footnotes)
Footnotes (4)
- F1. Represents shares owned by RMG ML Sports Holdings Sponsor LLC (the "Sponsor"). The Sponsor is controlled by Mr. Douglas Horlick (the "reporting person"), as a result of his role as managing member of the Sponsor. As a result, the reporting person 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. The reporting person disclaims such beneficial ownership except to the extent of the Sponsor's pecuniary interest therein. The filing of this Form 3 shall not be construed as an admission that the reporting person is the beneficial owner of any Class B ordinary share covered by this Form 3.
- 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
Indirect Class A holdings: 210,000 Class A shares
Indirect Class B holdings: 7,666,667 Class B shares
Private placement unit price: $10.00 per Private Placement Unit
+2 more
5 metrics
Indirect Class A holdings
210,000 Class A shares
Included in private placement units reported on Form 3
Indirect Class B holdings
7,666,667 Class B shares
Convertible into Class A shares one-for-one at business combination
Private placement unit price
$10.00 per Private Placement Unit
Units to be purchased by Sponsor from the issuer
Class B subject to forfeiture
Up to 1,000,000 Class B shares
Forfeiture if underwriters do not fully exercise over-allotment option
Conversion ratio
1:1 Class B to Class A
Automatic conversion at initial business combination, subject to anti-dilution rights
Key Terms
Private Placement Units, Private Placement Rights, anti-dilution rights, over-allotment option
4 terms
Private Placement Units financial
"Represents Class A ordinary shares ... included in the 210,000 private placement units (the "Private Placement Units") that will be purchased by the Sponsor"
Private Placement Rights financial
"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")"
anti-dilution rights financial
"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"
over-allotment option financial
"include up to 1,000,000 Class B ordinary shares that are 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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
