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Washington, D.C. 20549





OF 1934


Date of Report (Date of earliest event reported): April 5, 2021


Romeo Power, Inc.

(Exact name of registrant as specified in its charter)


Delaware   001-38795   83-2289787

(State or other jurisdiction

of incorporation)



File Number)


(I.R.S. Employer

Identification No.)


4380 Ayers Avenue

Vernon, CA 90058

(Address of principal executive offices) (Zip Code)


(833) 467-2237

(Registrant’s telephone number, including area code)


Not Applicable 

(Former name or former address, if changed since last report)


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 (see General Instruction A.2. below):


¨ 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))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class Trading Symbol(s) Name of each exchange on which registered
Common stock, par value $0.0001 per share RMO New York Stock Exchange


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   x


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.  x







Item 3.02. Unregistered Sales of Equity Securities.


On April 5, 2021, Romeo Power, Inc. (the “Company”) entered into a long-term supply agreement with PACCAR Inc. (the “Supply Agreement”), pursuant to which, among other things, the Company agreed to issue 650,000 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), to PACCAR Inc. in exchange for PACCAR Inc. entering into the Supply Agreement and in consideration of related vehicle integration activities.


The shares of Common Stock are being issued in a private placement exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof and/or Rule 506 of Regulation D promulgated thereunder. The transaction does not involve a public offering and PACCAR Inc. has represented that it is an accredited investor as defined under Regulation D.


Item 7.01. Regulation FD Disclosure.


On April 6, 2021, the Company issued a press release announcing the execution of the Supply Agreement. A copy of the press release is filed as Exhibit 99.1 hereto.


The information contained in this Item 7.01 (including the information contained in Exhibit 99.1) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.


Item 9.01. Financial Statements and Exhibits.


(d)           Exhibits.

99.1       Press release, dated April 6, 2021

104       Cover Page Interactive Data File (embedded within the Inline XBRL document)







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.


  Romeo Power, Inc.
Date: April 7, 2021 By: /s/ Lauren Webb
  Name: Lauren Webb
  Title: Chief Financial Officer