RMG ML Sports Holdings

Footnotes

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.↩ 1↩ 2

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.↩ 1

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.↩ 1↩ 2↩ 3

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.↩ 1