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 11, 2026
RMG ML Sports Holdings
(Exact name of registrant as specified in its charter)
| 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 | ||
| ) of one Class A ordinary share upon the consummation of the Company’s initial business combination | The Stock Market LLC | |||
| The Stock Market LLC | ||||
| The 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 8.01. Other Events.
As previously disclosed, 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 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. The Company granted Santander US Capital Markets LLC, as representative of the several underwriters named on Schedule I thereto (the “Underwriters”), the right to purchase up to an additional 3,000,000 Units to cover over-allotments, within 45 days of the closing (the “Over-Allotment Option”).
Subsequently, on June 11, 2026, the Underwriters partially exercised the Over-Allotment Option for 1,650,000 Units. The closing of the issuance and sale of the additional Units (the “Over-Allotment Option Units”) occurred on June 15, 2026. The total aggregate issuance by the Company of 1,650,000 Over-Allotment Option Units at a price of $10.00 per unit generated total gross proceeds of $16,500,000.
On June 15, 2026, an additional $16,500,000 consisting of the net proceeds from the sale of the Over-Allotment Option Units was placed in the trust account, resulting in a total of $216,500,000 held in the trust account.
On June 15, 2026, the Company issued a press release attached hereto as Exhibit 99.1 to this Current Report on Form 8-K, announcing the exercise of the Over-Allotment Option.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release, dated June 15, 2026. | |
| 104 | The Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
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 15, 2026 | ||
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