Robbins Geller Rudman & Dowd LLP and Robbins LLP Announce Proposed Settlement in the Romeo SPAC Stockholder Settlement

The following statement is being issued by Robbins Geller Rudman & Dowd LLP and Robbins LLP regarding the Romeo SPAC Stockholder Settlement:

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

SUMMARY NOTICE OF PENDENCY AND PROPOSED

SETTLEMENT OF STOCKHOLDER CLASS ACTION

TO: ALL PERSONS WHO HELD RMG ACQUISITION CORP. CLASS A COMMON STOCK ON THE CLOSE OF THE MARKET ON DECEMBER 23, 2020, EITHER OF RECORD OR BENEFICIALLY, AND WHO DID NOT REDEEM ALL OF THEIR SHARES, INCLUDING THEIR HEIRS, SUCCESSORS-IN-INTEREST, SUCCESSORS, TRANSFEREES, AND ASSIGNS

THIS NOTICE WAS AUTHORIZED BY THE COURT. IT IS NOT A LAWYER SOLICITATION. PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. YOUR RIGHTS WILL BE AFFECTED BY A CLASS ACTION LAWSUIT PENDING IN THIS COURT.

YOU ARE HEREBY NOTIFIED, pursuant to an Order of the Court of Chancery of the State of Delaware (the “Court”) and Rule 23 of the Delaware Rules of Civil Procedure, that: (i) the above-captioned action (the “Action”) has been preliminarily certified as a class action on behalf of a class of all Persons who held RMG Acquisition Corp. (“RMG”) Class A common stock as of the close of the market on December 23, 2020, either of record or beneficially, and who did not redeem all of their shares, including their heirs, successors-in-interest, successors, transferees, and assigns (the “Class”), except for certain Persons excluded from the Class as defined in the full printed Notice of Pendency and Proposed Settlement of Stockholder Class Action, Settlement Hearing, and Right to Appear (“Notice”), which is available as described below; and (ii) Plaintiff and Defendants in the Action have reached an agreement to settle the Action for $11,990,000 in cash (the “Settlement”). If the Settlement is approved it will resolve all claims in the Action. Any capitalized terms used in this Summary Notice that are not otherwise defined herein shall have the meanings ascribed to them in the Stipulation and Agreement of Compromise, Settlement, and Release dated June 17, 2024 (the “Stipulation”), and the Notice, copies of which can be obtained at www.RomeoSPACStockholderSettlement.com.

A hearing will be held on October 18, 2024, at 1:30 p.m., before the Honorable Nathan A. Cook, Vice Chancellor, at the Court of Chancery of the State of Delaware, Leonard L. Williams Justice Center, 500 North King Street, Wilmington, DE 19801, for the purpose of determining: (i) whether to finally certify the Class for settlement purposes only, pursuant to Court of Chancery Rules 23(a), 23(b)(1), and 23(b)(2); (ii) whether Plaintiff and Plaintiff’s Counsel have adequately represented the Class, and whether Plaintiff should be finally appointed as Class Representative for the Class and Plaintiff’s Counsel should be finally appointed as Class Counsel for the Class; (iii) whether the proposed Settlement should be approved as fair, reasonable, and adequate to Plaintiff and the other members of the Class and in their best interests; (iv) whether the proposed Order and Final Judgment approving the Settlement, dismissing the Action with prejudice, and granting the Releases provided under the Stipulation should be entered; (v) whether the proposed Plan of Allocation of the Net Settlement Fund is fair and reasonable, and should therefore be approved; (vi) whether and in what amount any Fee and Expense Award to Plaintiff’s Counsel should be paid out of the Settlement Fund, including any service award to Plaintiff to be paid solely from any Fee and Expense Award; (vii) to hear and rule on any objections to the Settlement, the proposed Plan of Allocation, and/or Plaintiff’s Counsel’s application for a Fee and Expense Award, including any service award to Plaintiff; and (viii) to consider any other matters that may properly be brought before the Court in connection with the Settlement.

If you held RMG Class A common stock as of the close of the market on December 23, 2020, either of record or beneficially, and did not redeem all of your shares, your rights may be affected by the settlement of this Action. If you have not received a detailed Notice and a copy of the Proof of Claim and Release (“Proof of Claim”), you may obtain copies (as well as a copy of the Stipulation) by writing to Romeo SPAC Stockholder Settlement, Settlement Administrator, c/o Gilardi & Co. LLC, P.O. Box 301170, Los Angeles, CA 90030-1170, or by downloading this information at www.RomeoSPACStockholderSettlement.com. If you are a member of the Class, in order to share in the distribution of the Net Settlement Fund, you must either submit a Proof of Claim online at www.RomeoSPACStockholderSettlement.com by October 30, 2024, or by mail to be received no later than October 30, 2024, establishing that you are entitled to a recovery.¹

The Class is a non-“opt-out” class pursuant to Delaware Court of Chancery Rules 23(a), 23(b)(1), and 23(b)(2). Accordingly, Class Members will be bound by any judgment entered in the Action pursuant to the terms and conditions of the Stipulation.

Any objection to the Settlement must be mailed or delivered to the Register in Chancery (electronically by File & ServeXpress, by hand, by first-class U.S. mail, or by express service) and served on counsel for the Parties at the addresses below, and sent by email, such that it is received no later than October 4, 2024:

Court:

Register in Chancery

Court of Chancery of the State of Delaware

Leonard L. Williams Justice Center

500 North King Street

Wilmington, DE 19801

Counsel for Plaintiff:



Erik W. Luedeke

Robbins Geller Rudman & Dowd LLP

655 West Broadway, Suite 1900

San Diego, CA 92101

eluedeke@rgrdlaw.com

Gregory E. Del Gaizo

Robbins LLP

5060 Shoreham Place, Suite 300

San Diego, CA 92122

gdelgaizo@robbinsllp.com

David M. Sborz

Andrews & Springer LLC

4001 Kennet Pike, Suite 250

Wilmington, DE 19807

dsborz@andrewsspringer.com

Counsel for Defendants:



Jason C. Hegt

Latham & Watkins LLP

1271 Avenue of the Americas

New York, NY 10020

jason.hegt@lw.com

William M. Lafferty

Morris, Nichols, Arsht & Tunnell LLP

1201 North Market Street, 16th Floor

Wilmington, DE 19801

wlafferty@morrisnichols.com

PLEASE DO NOT CONTACT THE COURT, THE REGISTER IN CHANCERY, DEFENDANTS, OR DEFENDANTS’ COUNSEL REGARDING THIS NOTICE. If you have any questions about the Settlement, you may contact counsel for Plaintiff at the addresses listed above, call 1-800-449-4900, email settlementinfo@rgrdlaw.com, or go to the following website: www.RomeoSPACStockholderSettlement.com.

______________________

¹ Proofs of Claim that are legibly postmarked no later than October 30, 2024 will be treated as received on the postmark date. Please be advised that the U.S. Postal Service may not postmark mail which is not presented in person.

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