Financial Position - As of December 31, 2024, the company had $43,499 held outside the Trust Account for working capital and $3,954,190 held inside the Trust Account[213]. - As of December 31, 2024, the Company had $43,499 in cash and a working capital deficit of $2,341,218, indicating liquidity challenges[240]. - The Company anticipates that cash held outside the Trust Account will not be sufficient to operate until April 15, 2025, unless a Business Combination is completed[243]. - As of December 31, 2024, the Company had no off-balance sheet arrangements or obligations[245]. - Management has expressed substantial doubt about the Company's ability to continue as a going concern due to liquidity issues and the need for additional capital[244]. Public Offering and Trust Account - The company completed a Public Offering on November 15, 2021, selling 23,000,000 Units at $10.00 per Unit, generating gross proceeds of $230,000,000[214]. - Following the Public Offering, $234,600,000 was placed in the Trust Account, which will not be released until the completion of the initial business combination or other specified conditions[215]. - The Company incurred offering costs of $13,267,977 related to the Public Offering, including $12,650,000 in underwriters fees[231]. - The underwriters were paid a cash underwriting discount of 2% of the gross proceeds of the Public Offering, amounting to $4,600,000[268]. - The Deferred Underwriting Commission is set at 3.5% of the gross proceeds, totaling $8,050,000, contingent upon the completion of the Company's initial business combination[268]. Shareholder Activity - On May 9, 2023, shareholders redeemed 9,985,568 Class A Ordinary Shares for approximately $10.50 per share, totaling $104,889,892 from the Trust Account[218]. - On December 5, 2023, shareholders redeemed 8,236,760 Class A Ordinary Shares for approximately $10.99 per share, totaling $90,510,679 from the Trust Account[223]. - Shareholders redeemed 8,236,760 Class A Ordinary Shares for approximately $10.99 per share, totaling an aggregate redemption amount of $90,510,679[237]. - Shareholders approved an extension of the deadline for a business combination from November 15, 2024, to November 15, 2025, with a monthly payment of $5,000 for each month extended[238]. - On November 13, 2024, shareholders approved an extension of the deadline for the initial business combination to November 15, 2025, with a payment of $5,000 per month for each month extended[225]. Income and Expenses - For the year ended December 31, 2024, the company reported a net income of $702,959, with general and administrative expenses of $2,137,873[227]. - For the year ended December 31, 2023, the company reported a net income of $5,147,347, with a loss from operations of $4,565,129[228]. - The Company incurred significant costs related to acquisition plans and expects to continue incurring such costs[243]. - The Company incurred $0 in service and administrative fees for the year ended December 31, 2024, compared to $237,000 in 2023[266]. - The Company terminated the Administrative Services Agreement, resulting in the forgiveness of $237,000 in outstanding fees[267]. Debt and Financial Instruments - The Company issued a Convertible Senior Secured Promissory Note to Blue Capital for up to $2,000,000, which will convert into Class A Ordinary Shares at a price of $1.00 per share upon a Business Combination[258]. - As of December 31, 2024, the outstanding amount under the Blue Perception Note was $1,328,839, with an additional $53,100 received during the period[262]. - The Company received a total of $1,275,739 in connection with the Blue Capital Note prior to the Blue Perception Note[264]. - The Company has no long-term debt, finance lease obligations, operating lease obligations, or long-term liabilities as of December 31, 2024[265]. - The Company evaluated Warrant Securities as derivative liabilities, recorded at fair value at inception and remeasured at each reporting date[274]. - The Convertible Senior Secured Promissory Note was recorded at proceeds received, with the fair value of the embedded derivative feature allocated on the balance sheet[275].

Core Viewpoint - Perception Capital Corp. IV is currently non-compliant with NYSE listing requirements due to the failure to file its Quarterly Report for the quarter ended June 30, 2024, but plans to rectify this situation promptly [1][2]. Compliance Status - The company received a notice from the NYSE regarding its noncompliance with Section 802.01E, which mandates timely filing of periodic reports with the SEC [1]. - There is no immediate impact on the listing of the company's securities on the NYSE as a result of this noncompliance [2]. Financial Reporting Issues - The company identified errors in its financial statements from its Annual Report for the year ended December 31, 2023, and its Quarterly Report for the quarter ended March 31, 2024 [3]. - Plans are in place to amend the Form 10-K and restate the quarterly period in the Form 10-Q for the quarter ended June 30, 2024, with filings expected to occur as soon as possible [3]. Company Overview - Perception Capital Corp. IV is classified as a special purpose acquisition corporation [4].

Group 1 - Bayview Acquisition Corp (NASDAQ: BAYA) is undergoing a merger with Oabay Inc, which may affect shareholder rights and options [1] - Halper Sadeh LLC is investigating potential violations of federal securities laws and breaches of fiduciary duties related to the merger of Perception Capital Corp. IV (NYSE: RCFA) with Blue Gold Holdings Limited, with a share exchange valued at $114.5 million [3] Group 2 - Halper Sadeh LLC represents global investors affected by securities fraud and corporate misconduct, recovering millions for defrauded investors [3] - Shareholders are encouraged to contact Halper Sadeh LLC for discussions regarding their legal rights and options related to the mergers [4]

Financial Performance - The net income for the three months ended March 31, 2024, was a loss of $92,983, compared to a net income of $535,788 for the same period in 2023[72]. - The net income allocable to redeemable ordinary shares subject to possible redemption for the three months ended March 31, 2024, was $324,870, while for the same period in 2023, it was $937,665[72]. - The Company did not have any cash equivalents as of March 31, 2024, and December 31, 2023[51]. - The Company recorded no stock-based compensation expense during the period ended March 31, 2024, with an unrecognized compensation expense of $2,612,244 related to Class B ordinary shares[67]. - The Company has no unrecognized tax benefits or amounts accrued for interest and penalties as of March 31, 2024, and December 31, 2023[64]. Share Capital and Redemption - As of March 31, 2024, the redeemable Class A Ordinary Shares subject to possible redemption amounted to $53,549,992, reflecting a remeasurement increase of $672,603 from the previous period[62]. - The weighted average shares outstanding for redeemable ordinary shares was 4,777,672 for the three months ended March 31, 2024, compared to 23,000,000 for the same period in 2023[72]. - As of March 31, 2024, there were 4,777,672 Class A Ordinary Shares issued and outstanding, all subject to possible redemption[93]. - The Company eliminated the limitation on redeeming public shares that would cause net tangible assets to be less than $5,000,001 in connection with the Business Combination[95]. - The Class B ordinary shares will automatically convert into Class A Ordinary Shares on a one-for-one basis upon the consummation of the initial business combination[96]. - As of March 31, 2024, the Company had 5,749,999 Non-Redeemable Class A Ordinary Shares issued and outstanding, following the conversion of 5,749,999 Class B ordinary shares[97]. Warrants and Derivative Liabilities - The Company had 23,200,000 warrants issued as of March 31, 2024, consisting of 11,500,000 Public Warrants and 11,700,000 Private Placement Warrants, classified as liabilities at fair value[98]. - The fair value of Public Warrants increased from $576,150 as of December 31, 2023, to $617,550 as of March 31, 2024[109]. - The total fair value of the Company's derivative liabilities was $1,318,845 as of March 31, 2024, compared to $1,169,593 as of December 31, 2023[109]. - The estimated fair value of the derivative liability increased from $7,273 as of December 31, 2023, to $73,005 as of March 31, 2024[111]. - The exercise price of the warrants may be adjusted if the Company issues additional Ordinary Shares at an effective issue price of less than $9.20 per share[105]. Business Combination and Agreements - The Business Combination Agreement was entered into on December 5, 2023, involving a share exchange where PubCo will purchase all issued shares of BGHL[118]. - The Company plans to merge with BGHL, with the Company surviving as a wholly owned subsidiary of PubCo[118]. - An Amended and Restated Business Combination Agreement was established on May 2, 2024, restructuring the transaction to ensure BGHL continues as the surviving entity[120]. - If the Maximum Amount has not been paid before the Business Combination, Blue Capital can pay the remaining amounts prior to closing[117]. - The Company must issue 173,913 Class A Ordinary Shares to Blue Capital if a definitive agreement for a Business Combination is not reached by February 29, 2024[117]. Financing and Capital Contributions - The Original Sponsor purchased 5,750,000 Founder Shares for an aggregate price of $25,000, resulting in a per-share cost of approximately $0.0044[74]. - The Original Sponsor purchased 11,700,000 Private Placement Warrants at a price of $1.00 per warrant, totaling $11,700,000[77]. - The Company issued an unsecured convertible promissory note to the Sponsor for up to $5,000,000, which was amended to extend the maturity date to May 15, 2024[81][83]. - The Company incurred $237,000 under an Administrative Services Agreement, which was recognized as a capital contribution from the Original Sponsor[90]. - The Company issued a Convertible Senior Secured Promissory Note for a principal amount of $2,000,000, which bears no interest and is repayable upon a Business Combination or by December 31, 2024[116]. Trust Account and Asset Valuation - The Company’s assets held in the Trust Account were valued at $53,649,992 as of March 31, 2024, compared to $52,977,929 as of December 31, 2023[107]. - The fair value of the Company's assets and liabilities approximates the carrying amounts represented in the balance sheets, primarily due to their short-term nature[54]. Other Information - The Company has not paid any cash dividends on its Ordinary Shares to date and does not intend to do so prior to the completion of its initial business combination[106]. - The Underwriters purchased a total of 23,000,000 Units at the Public Offering price, with a cash underwriting discount of $4,600,000[114][115]. - The Company will incur a Deferred Underwriting Commission of $8,050,000 upon the completion of its initial business combination[115]. - Management evaluated subsequent events and found no adjustments or disclosures required, except for the noted items[119]. - The Company is classified as a smaller reporting company and is not required to provide additional market risk disclosures[177].

Financial Performance - For the year ended December 31, 2023, the company reported a net income of $4,737,502 and a loss from operations of $4,565,129, with non-operating income of $9,302,631[249]. - The company experienced a decrease in net income from $13,843,499 in 2022 to $4,737,502 in 2023[250]. - As of December 31, 2023, the Company had $222,581 in cash and a working capital deficit of $496,139, indicating liquidity challenges[263]. - The Company incurred service and administrative fees of $237,000 and $137,000 for the years ended December 31, 2023, and 2022, respectively[285]. Public Offering and Financing - The company completed a Public Offering on November 15, 2021, selling 23,000,000 Units at $10.00 per Unit, generating gross proceeds of $230,000,000[239]. - The company raised a total of $241,700,000 from the Public Offering and Private Placement, with $234,600,000 placed in a Trust Account[257]. - The company incurred offering costs of $13,267,977 related to the Public Offering, including $12,650,000 in underwriters' fees[255]. - Underwriters received a cash underwriting discount of 2% of the gross proceeds from the Public Offering, totaling $4,600,000, and are entitled to a Deferred Underwriting Commission of 3.5% or $8,050,000[286]. Business Combination and Strategy - The company entered into a Business Combination Agreement on December 5, 2023, to merge with Blue Gold Holdings Limited, subject to certain conditions[247]. - The company has not yet entered into a definitive agreement for an initial business combination but intends to target businesses across the critical minerals value chain[236]. - The Company extended the deadline for completing a Business Combination from May 15, 2024, to November 15, 2024, with specific payment conditions for the Trust Account[261]. - Management expressed substantial doubt about the Company's ability to continue as a going concern if a Business Combination is not completed by November 15, 2024[267]. Shareholder Activity - Shareholders redeemed 9,985,568 Class A ordinary shares for approximately $10.50 per share, totaling an aggregate redemption amount of $104,889,892[259]. - Shareholders redeemed 8,236,760 Class A ordinary shares for approximately $10.99 per share, totaling an aggregate redemption amount of $90,510,679[262]. Debt and Liabilities - The Sponsor Convertible Note was amended to extend the maturity date to May 15, 2024, or the effective date of a Business Combination[278]. - The Company issued an Extension Convertible Promissory Note with a principal amount of up to $3,600,000, borrowing $450,000 and $900,000 in the second and third quarters of 2023, respectively[281][282]. - The Company has no off-balance sheet arrangements or long-term liabilities as of December 31, 2023[268][284]. Management and Compensation - Mr. Shah's annual salary under the Employment Agreement is $50,000, with total compensation received amounting to $62,096 as of December 31, 2023[289][290]. - Upon Mr. Shah's resignation, the Company will pay him $12,500 in lieu of notice and for accrued but untaken holiday entitlement[291]. Accounting and Reporting - The Company evaluated Warrant Securities as derivative liabilities, recorded at fair value at inception, with changes recognized in the Statement of Operations[293]. - The Convertible Senior Secured Promissory Note was evaluated, with the fair value of the embedded derivative feature recorded on the balance sheet[294]. - The Company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[297]. Other Transactions - On November 1, 2023, the Sponsor entered into a Securities Purchase Agreement with Perception Capital Partners IV LLC, involving the acquisition of Class A Ordinary Shares and private placement warrants[300].

Financial Position - As of September 30, 2023, the redeemable Class A ordinary shares subject to possible redemption amounted to $140,949,390, down from $237,941,214 at December 31, 2022, reflecting a redemption of $104,889,892 and a remeasurement increase of $7,898,068[54]. - The Company did not have any cash equivalents as of September 30, 2023[44]. - The Trust Account held assets of $141,049,390 as of September 30, 2023, down from $238,041,214 as of December 31, 2022, primarily invested in U.S. Treasury Securities[98]. - As of September 30, 2023, total assets amounted to $141,049,390, a decrease from $238,041,214 as of December 31, 2022[100]. - The total liabilities as of September 30, 2023, were $1,871,500, compared to $1,724,000 as of December 31, 2022, indicating an increase of approximately 8.5%[100]. Income and Earnings - For the three months ended September 30, 2023, the net income was $4,694,546, compared to $3,674,428 for the same period in 2022, representing an increase of approximately 28%[64]. - The net income allocable to Redeemable Class A ordinary shareholders for the nine months ended September 30, 2023, was $7,054,120, compared to $8,490,287 for the same period in 2022, indicating a decrease of about 17%[64]. - The basic and diluted net income per share for the three months ended September 30, 2023, was $0.31, up from $0.14 in the same period of 2022, reflecting a growth of approximately 121%[64]. - The basic and diluted net income (loss) per share for the nine months ended September 30, 2023, was $(0.05), compared to $0.31 for the same period in 2022[64]. Shareholder Information - The Company has a total of 13,014,432 basic and diluted weighted average shares outstanding for the three months ended September 30, 2023[64]. - As of September 30, 2023, the Company had 13,014,432 Class A ordinary shares issued and outstanding, with 5,749,999 Non-Redeemable Class A ordinary shares classified as shareholders' deficit[80]. - The Company redeemed approximately 9,985,568 Class A ordinary shares at about $10.50 per share, totaling an aggregate redemption amount of $104,889,892[81]. Debt and Borrowings - The Company borrowed $3,100,000 from the Sponsor Convertible Note for the nine months ended September 30, 2023, with total outstanding borrowings of $3,600,000 as of that date[75]. - The Company issued an Extension Convertible Promissory Note with a principal amount of up to $3,600,000, and as of September 30, 2023, had $1,350,000 in outstanding borrowings under this note[77]. - The fair value of the Sponsor Convertible Note was $180,000 as of September 30, 2023, compared to $100,000 as of December 31, 2022[75]. Investment and Assets - The Company’s portfolio of investments held in the Trust Account consists solely of investments in money market funds that invest in U.S. government treasury obligations[45]. - The fair value of the Company's financial instruments approximates their carrying amounts due to their short-term nature, except for warrants and redeemable shares[47]. - The Company has 23,200,000 warrants issued, consisting of 11,500,000 Public Warrants and 11,700,000 Private Placement Warrants, classified as liabilities at fair value[86]. Business Operations - The Company incurred $227,000 in service and administrative fees under an agreement to pay $10,000 per month for support services as of September 30, 2023[78]. - The Company has agreed to pay $10,000 per month for office space and administrative support, which will cease upon completion of a Business Combination or liquidation[78]. - The Company has not paid any cash dividends to date and does not intend to do so prior to the completion of its initial business combination[96]. Regulatory and Compliance - There were no unrecognized tax benefits as of September 30, 2023, and the Company is not subject to income taxes in the Cayman Islands[56][57]. - The Company eliminated the limitation on redeeming public shares that would cause net tangible assets to be less than $5,000,001 in connection with its Business Combination[83]. - The Class B ordinary shares will convert into Class A ordinary shares on a one-for-one basis upon the consummation of the initial business combination[84]. - The Company will not complete a business combination or redeem any shares if the cash consideration required exceeds the available cash[82]. Subsequent Events - On November 1, 2023, the company entered into a Securities Purchase Agreement with Perception Capital Partners IV LLC for the acquisition of Class A ordinary shares and private placement warrants[108]. - Management evaluated subsequent events and found no additional events requiring adjustment or disclosure, aside from the SPA noted above[109].

Financial Performance - The net income for the three months ended June 30, 2023, was $552,924, while the net income for the six months ended June 30, 2023, was $2,088,712, compared to $1,399,670 and $6,609,492 for the same periods in 2022, respectively [67]. - The basic and diluted net income per share for redeemable Class A ordinary shares was $0.06 for the three months ended June 30, 2023, and $0.14 for the six months ended June 30, 2023, compared to $0.05 and $0.23 for the same periods in 2022 [67]. - The Company did not recognize any stock-based compensation expense during the three and six months ended June 30, 2023, with an unrecognized compensation expense of $2,612,244 related to Class B ordinary shares [62]. Shareholder Information - As of June 30, 2023, the redeemable Class A ordinary shares subject to possible redemption amounted to $138,249,706, down from $237,941,214 at December 31, 2022, reflecting a redemption of $104,889,892 and a remeasurement increase of $5,198,384 [57]. - As of June 30, 2023, the Company had 13,014,432 Class A ordinary shares issued and outstanding, with 9,985,568 shares redeemed at approximately $10.50 per share, totaling $104,889,892 [86]. - As of June 30, 2023, the Company had 5,749,999 Non-Redeemable Class A Ordinary Shares issued and outstanding, following the conversion of 5,749,999 Class B Ordinary Shares [90]. Trust Account and Investments - Following the redemption, $136,755,526 remained in the Company's Trust Account [86]. - The fair value of the Company's assets held in the Trust Account was $138,349,706 as of June 30, 2023, down from $238,041,214 as of December 31, 2022 [102]. - The estimated fair values of investments held in the Trust Account are determined using available market information, primarily consisting of investments in money market funds [47]. Liabilities and Financial Instruments - The Company recognized $23,664,000 for derivative warrant liabilities upon their issuance on November 15, 2021 [106]. - The Company had 23,200,000 warrants issued as of June 30, 2023, consisting of 11,500,000 Public Warrants and 11,700,000 Private Placement Warrants, classified as liabilities at fair value [91]. - The fair value of the Company's financial instruments approximates their carrying amounts due to their short-term nature, except for warrants and redeemable shares which are carried at fair value [49]. Cash Management - The Company had no cash equivalents as of June 30, 2023, indicating a focus on liquidity management [46]. - The Company has not experienced losses on cash accounts that may exceed the Federal Depository Insurance Coverage limit of $250,000 as of June 30, 2023 [48]. Business Operations and Agreements - The Company has agreed to pay $10,000 per month for administrative support services, which will cease upon the completion of a Business Combination [82]. - The Company has incurred $197,000 in service and administrative fees since November 10, 2021 [82]. - The Company has amended its Charter to eliminate the limitation on redeeming public shares that would cause net tangible assets to be less than $5,000,001 [88]. Notes and Indemnities - The Sponsor has agreed to indemnify the Company if third-party claims reduce the Trust Account below $10.20 per public share [75]. - The Sponsor Convertible Note allows borrowing up to $5,000,000, with $2,600,000 outstanding as of June 30, 2023, valued at $260,000 [79]. - The Extension Convertible Promissory Note has a principal amount of up to $3,600,000, with $450,000 borrowed as of June 30, 2023, valued at $45,000 [81]. Underwriting and Offerings - The Underwriters were paid a cash underwriting discount of $4,600,000, which is 2% of the gross proceeds of the Public Offering [111]. - The total amount of Units purchased by the Underwriters reached 23,000,000 Units, including 3,000,000 Units to cover over-allotments [110]. Future Considerations - The Company has not paid any cash dividends to date and does not intend to do so prior to the completion of its initial business combination [100]. - The exercise price of the warrants may be adjusted if additional shares are issued at a price below $9.20 per share [99]. - The change in fair value of sponsor notes from December 31, 2022, to June 30, 2023, resulted in a decrease to $305,000 from $100,000 [108]. - The Company will provide warrant holders with the final fair market value of the Class A ordinary shares no later than one business day after the 10-trading day period following the notice of redemption [95].

Financial Performance - The Company reported a net income of $1,535,788 for the three months ended March 31, 2023, compared to $5,209,822 for the same period in 2022, reflecting a decrease of approximately 70.5%[59] - Basic and diluted net income per share for Class A redeemable ordinary shares was $0.05 for the three months ended March 31, 2023, down from $0.18 in the same period of 2022[60] Public Offering - The Company sold 23,000,000 Units in its Public Offering at a price of $10.00 per Unit, generating gross proceeds of $230,000,000[61] - An underwriting discount of 2.00% of the gross proceeds, amounting to $4,600,000, was paid to the Underwriters at the Closing Date[62] - The Deferred Underwriting Commission of 3.50% of the gross proceeds, or $8,050,000, is payable upon the completion of a Business Combination[62] - The Company recorded offering costs of $13,267,977 associated with the Public Offering, with $671,494 allocated to the Warrants and $12,596,483 allocated to redeemable Class A ordinary shares[40] - The Underwriters purchased a total of 23,000,000 Units, including 3,000,000 Units to cover over-allotments[99] - The cash underwriting discount paid to the Underwriters was 2% of the gross proceeds of the Public Offering, totaling $4,600,000[100] Shareholder Information - As of March 31, 2023, the Company had 23,000,000 Class A ordinary shares issued and outstanding, all subject to possible redemption[77] - The Sponsor purchased 5,750,000 Founder Shares for an aggregate price of $25,000, resulting in a per-share price of approximately $0.0044[64] - The Class B ordinary shares will automatically convert into Class A ordinary shares on a one-for-one basis upon the consummation of the initial business combination[80] - The Company is authorized to issue 1,000,000 preference shares, but none were issued or outstanding as of March 31, 2023[76] - The Company must maintain net tangible assets of at least $5,000,001 to redeem Class A ordinary shares[78] Assets and Liabilities - As of March 31, 2023, the assets held in the Trust Account amounted to $240,586,387, compared to $238,041,214 as of December 31, 2022, reflecting an increase of approximately 1%[91] - The Company had 23,200,000 warrants issued as of March 31, 2023, classified as liabilities at fair value[81] - The Private Placement Warrants were purchased at a price of $1.00 each, totaling $11,700,000[67] - The Company recognized $23,664,000 for derivative warrant liabilities upon their issuance on November 15, 2021[95] Expenses and Financial Obligations - The Company incurred $167,000 in service and administrative fees under an agreement to pay $10,000 per month since November 10, 2021[74] - The Company issued an unsecured convertible promissory note to the Sponsor for up to $5,000,000, with $1,250,000 borrowed as of January 5, 2023[71][73] - The unrecognized compensation expense related to Class B ordinary shares at March 31, 2023, was $2,612,244, which will be recorded when the performance condition occurs[55] - No unrecognized tax benefits were reported as of March 31, 2023, and the Company is not subject to income taxes in the Cayman Islands[51][52] Future Plans - The Company plans to extend the deadline for consummating a Business Combination from May 15, 2023, to May 15, 2024[102] Dividend Policy - The Company has not paid any cash dividends to date and does not intend to do so prior to the completion of its initial business combination[90] Fair Value Adjustments - The fair value of the Public Warrants was $1,150,000 as of March 31, 2023, compared to $805,000 as of December 31, 2022, indicating an increase of approximately 43%[94] - The change in fair value of the sponsor convertible note from December 31, 2022, to March 31, 2023, was a decrease of $1,000,000, bringing its value to $350,000[97] - The exercise price of the warrants may be adjusted if additional shares are issued at an effective price below $9.20 per share, with the new exercise price set at 115% of the greater of the market value or the issue price[89]

[Cautionary Note Regarding Forward-Looking Statements](index=4&type=section&id=CAUTIONARY%20NOTE%20REGARDING%20FORWARD-LOOKING%20STATEMENTS) This section warns readers about the inherent uncertainties and risks associated with forward-looking statements in the report [Summary of Risk Factors](index=5&type=section&id=Summary%20of%20Risk%20Factors) Investment in the company's securities involves high risk due to its blank check nature, lack of operating history, and potential inability to complete a business combination - The company is a **blank check company** with **no operating history or revenues**, posing a **high degree of risk** for investors[18](index=18&type=chunk) - Public shareholders may **not have a vote** on the initial business combination, or their **redemption rights may be limited**, potentially making the company **unattractive to targets** or **reducing capital**[18](index=18&type=chunk) - **Failure to complete an initial business combination within 18 months** would lead to **liquidation**, with **warrants expiring worthless**[18](index=18&type=chunk) [Part I](index=7&type=section&id=PART%20I) This section covers the company's business overview, risk factors, and other statutory disclosures [Business Overview](index=7&type=section&id=ITEM%201.%20BUSINESS.) RCF Acquisition Corp. is a blank check company formed in June 2021, raising **$230 million** in its IPO, targeting businesses in the critical minerals value chain - RCF Acquisition Corp. was incorporated on June 9, 2021, as a **blank check company** to effect a business combination[22](index=22&type=chunk) Initial Public Offering and Private Placement Details | Event | Date | Units/Warrants | Price per Unit/Warrant | Gross Proceeds | Funds in Trust Account | | :-------------------- | :----------- | :--------------- | :--------------------- | :------------- | :----------------- | | Public Offering | Nov 15, 2021 | 23,000,000 Units | $10.00 per Unit | $230,000,000 | $234,600,000 | | Private Placement | Nov 15, 2021 | 11,700,000 Warrants | $1.00 per Warrant | $11,700,000 | | | Trust Account Balance | Dec 31, 2022 | | | | $238,041,214 | - The company intends to focus its search for an initial business combination on businesses of scale across the **critical minerals value chain**[30](index=30&type=chunk) [Effecting Our Initial Business Combination](index=9&type=section&id=Effecting%20Our%20Initial%20Business%20Combination) The company targets critical minerals businesses, using Trust Account funds, with a **May 15, 2023** deadline and limited shareholder redemption rights - The company will use cash from the Trust Account, equity, debt, or a combination for its initial business combination, focusing on businesses in the **critical minerals value chain**[28](index=28&type=chunk)[30](index=30&type=chunk) - NYSE rules require the target business's fair market value to be at least **80%** of the net assets in the Trust Account[31](index=31&type=chunk) - Public shareholders have redemption rights upon completion of a business combination, but these are limited to **15%** of shares sold in the Public Offering if shareholder approval is sought without a tender offer[35](index=35&type=chunk)[42](index=42&type=chunk) - The company must complete its initial business combination by **May 15, 2023**; otherwise, it will cease operations, redeem public shares, and **liquidate**, with **warrants expiring worthless**[43](index=43&type=chunk) [Employees](index=13&type=section&id=Employees) The company has two non-full-time officers; CEO Sunny S. Shah's employment agreement provides an annual salary of **$50,000** and terminates by **May 15, 2023** - The company has **two officers**, Sunny S. Shah (CEO) and Thomas Boehlert (CFO), and **no full-time employees** prior to a business combination[46](index=46&type=chunk) - CEO Sunny S. Shah's employment agreement, effective September 1, 2022, includes an annual salary of **$50,000** and terminates by **May 15, 2023**, or upon business combination closing[47](index=47&type=chunk) CEO Compensation (as of Dec 31, 2022) | Officer | Compensation | | :------ | :----------- | | Sunny S. Shah | $16,667 | [Risk Factors](index=13&type=section&id=ITEM%201A.%20RISK%20FACTORS.) This section details significant risks, including the company's blank check status, inability to complete a business combination, and impact of external factors, shareholder rights, and competition - The company is a **blank check company** with **no operating history or revenues**, making it difficult to evaluate its ability to achieve its business objective[51](index=51&type=chunk) - Shareholders may **not have an opportunity to vote** on the initial business combination, and even if they do, **initial shareholders' votes may ensure approval** despite public shareholder dissent[52](index=52&type=chunk)[55](index=55&type=chunk) - The ability of public shareholders to **redeem shares for cash** may make the company's financial condition **unattractive to potential targets**, potentially hindering business combination completion[56](index=56&type=chunk) - The **COVID-19 pandemic** and market conditions could **materially adversely affect** the search for and consummation of a business combination[60](index=60&type=chunk)[61](index=61&type=chunk) - **Failure to complete a business combination within 18 months (by May 15, 2023)** will result in **liquidation**, with public shareholders receiving approximately **$10.20 per share** and **warrants expiring worthless**[65](index=65&type=chunk)[66](index=66&type=chunk) [Risks Related to Business Combination Search and Consummation](index=13&type=section&id=Risks%20Relating%20to%20our%20Search%20for%2C%20and%20Consummation%20of%20or%20Inability%20to%20Consummate%2C%20a%20Business%20Combination) Risks include the company's blank check nature, limited shareholder voting, redemption rights, intense competition, limited timeframe, and financial challenges like insufficient working capital - The company's **blank check nature** means **no operating history or revenues**, making it difficult to evaluate its ability to achieve its business objective[51](index=51&type=chunk) - Public shareholders may have **limited or no voting rights** on the proposed business combination, and **initial shareholders' votes can sway the outcome**[52](index=52&type=chunk)[55](index=55&type=chunk) - **High redemption rates** by public shareholders could make the company's financial condition **unattractive to potential targets** or **limit capital** for the business combination[56](index=56&type=chunk)[58](index=58&type=chunk) - The company faces **significant competition** from other SPACs and investors for attractive target businesses, potentially **increasing acquisition costs** or making it harder to find a suitable target[76](index=76&type=chunk)[77](index=77&type=chunk)[78](index=78&type=chunk) - **Insufficient funds outside the Trust Account** may limit the search for a target, requiring dependence on loans from the Sponsor, which are **not guaranteed**[80](index=80&type=chunk)[81](index=81&type=chunk) - Changes in D&O liability insurance market (**increased cost, decreased availability**) could complicate and increase the expense of negotiating and completing a business combination[82](index=82&type=chunk)[83](index=83&type=chunk)[84](index=84&type=chunk) - Third-party claims against the company could **reduce funds in the Trust Account**, potentially leading to a per-share redemption amount **less than $10.20**[85](index=85&type=chunk)[86](index=86&type=chunk)[88](index=88&type=chunk) - The company's financial condition, with a **working capital deficit of $331,676** as of December 31, 2022, raises **substantial doubt about its ability to continue as a going concern**[90](index=90&type=chunk) - **Negative interest rates** on Trust Account investments could reduce the per-share redemption amount **below $10.20**[91](index=91&type=chunk) - If the company is **deemed an investment company** under the Investment Company Act, it may be **forced to liquidate**, and holding funds in cash to mitigate this risk would result in **minimal interest earnings**[95](index=95&type=chunk)[97](index=97&type=chunk)[100](index=100&type=chunk) [Risks Related to Foreign Acquisitions and Operations](index=42&type=section&id=Risks%20Relating%20to%20Acquiring%20and%20Operating%20a%20Business%20in%20Foreign%20Countries) Acquiring and operating a foreign business introduces risks like cross-border complexities, currency fluctuations, and political instability, adversely affecting results - Pursuing a target company with operations outside the U.S. introduces risks such as **cross-border transaction complexities**, **foreign regulatory approvals**, and **exchange rate fluctuations**[155](index=155&type=chunk)[156](index=156&type=chunk) - Operating in an international setting subjects the company to various risks, including managing **cross-border operations**, **currency redemption rules**, **complex corporate taxes**, and **geopolitical instability**[157](index=157&type=chunk) - Post-combination, if assets and revenue are **primarily foreign**, the company's results will be **significantly subject to the economic, political, and legal conditions** of that country[158](index=158&type=chunk) - **Exchange rate fluctuations** and **currency policies** in non-U.S. target regions could diminish a target business's success and **adversely affect the company's financial condition**[159](index=159&type=chunk) [Risks Related to Management Team](index=43&type=section&id=Risks%20Relating%20to%20our%20Management%20Team) Management risks include lack of SPAC experience, conflicts of interest, personal financial interests influencing decisions, and potential loss of key personnel - **None of the Sponsor, officers, or directors have prior experience with blank check companies**, which could **adversely affect** the ability to consummate a business combination[161](index=161&type=chunk) - Officers and directors allocate time to other businesses, creating **conflicts of interest** that could **negatively impact** the ability to complete a business combination[166](index=166&type=chunk) - **Personal and financial interests** of directors and officers, particularly their Founder Shares and Private Placement Warrants, may **influence their motivation** in selecting a target business, potentially leading to a **riskier acquisition**[171](index=171&type=chunk)[174](index=174&type=chunk)[175](index=175&type=chunk) - The company may seek business combination opportunities **outside management's expertise**, potentially leading to **inadequate risk assessment**[165](index=165&type=chunk) - The **loss of key personnel**, either current or from the target business, could **negatively impact** the operations and profitability of the post-combination business[132](index=132&type=chunk)[133](index=133&type=chunk)[134](index=134&type=chunk) [Risks Related to Securities](index=47&type=section&id=Risks%20Relating%20to%20our%20Securities) Risks to securities include limited rights to Trust Account funds, potential NYSE delisting, warrant terms, future share dilution, and initial shareholder voting influence - Public shareholders have rights to Trust Account funds only under **limited circumstances** (business combination completion, certain charter amendments, or liquidation), forcing them to sell shares/warrants to liquidate investment, **potentially at a loss**[178](index=178&type=chunk) - **NYSE delisting** could **limit investors' ability** to transact in securities, **reduce liquidity**, and subject the company to additional trading restrictions[179](index=179&type=chunk)[180](index=180&type=chunk) - The warrant agreement allows amendments with **50% public warrant holder approval**, **potentially adverse to holders** (e.g., increased exercise price, shortened exercise period)[188](index=188&type=chunk)[189](index=189&type=chunk) - Issuance of additional Class A ordinary shares or preferred shares for a business combination or employee incentive plan, or conversion of Founder Shares, could **significantly dilute existing shareholders' interests**[184](index=184&type=chunk)[186](index=186&type=chunk) - Warrants are accounted for as a **liability at fair value**, with changes reported in earnings, which may **adversely affect the market price** of Class A ordinary shares and **make business combinations more difficult**[202](index=202&type=chunk) - Each unit contains only **one-half of one warrant**, which may make the units **worth less** than those of other SPACs[203](index=203&type=chunk) [General Risk Factors](index=54&type=section&id=General%20Risk%20Factors) General risks include its emerging growth company status, corporate governance, difficulties enforcing legal rights due to Cayman Islands incorporation, cyber incidents, and changing regulations - As an "emerging growth company" and "smaller reporting company," the company benefits from **reduced disclosure requirements**, which might make its securities **less attractive to some investors** and complicate comparisons with other public companies[206](index=206&type=chunk)[207](index=207&type=chunk)[209](index=209&type=chunk) - Provisions in the company's amended and restated memorandum and articles of association, such as a staggered board and ability to issue preferred shares, may **inhibit takeovers and entrench management**[210](index=210&type=chunk) - Due to incorporation in the Cayman Islands, investors may face **difficulties protecting their interests or enforcing U.S. federal securities laws** against directors or officers[211](index=211&type=chunk)[212](index=212&type=chunk)[214](index=214&type=chunk) - Cyber incidents or attacks could lead to **information theft, data corruption, operational disruption, and financial loss**, and as an early-stage company, it may **lack sufficient protection**[216](index=216&type=chunk) - The company is subject to **changing laws and regulations** (e.g., SEC, corporate governance), **increasing compliance costs and risks of non-compliance**[217](index=217&type=chunk)[218](index=218&type=chunk) - The company may be exposed to **liabilities under the Foreign Corrupt Practices Act (FCPA)**, and violations could have a **material adverse effect** on its business[219](index=219&type=chunk) - The initial business combination may be subject to **regulatory review and approval**, including by CFIUS, which could **delay or prevent the transaction**, especially given the **Sponsor's non-U.S. control**[220](index=220&type=chunk)[221](index=221&type=chunk)[222](index=222&type=chunk) [Unresolved Staff Comments](index=57&type=section&id=ITEM%20IB.%20UNRESOLVED%20STAFF%20COMMENTS.) There are no unresolved staff comments - The company has **no unresolved staff comments**[226](index=226&type=chunk) [Properties](index=57&type=section&id=ITEM%202.%20PROPERTIES.) The company maintains executive offices in Denver, Colorado, paying an affiliate of its Sponsor **$10,000** per month for office space and administrative services - The company's executive offices are located at 1400 Wewatta Street, Suite 850, Denver, Colorado[227](index=227&type=chunk) Office and Administrative Fees | Service | Monthly Fee | Recipient | | :------ | :---------- | :-------- | | Office space & administrative services | $10,000 | Affiliate of Sponsor | [Legal Proceedings](index=57&type=section&id=ITEM%203.%20LEGAL%20PROCEEDINGS.) As of December 31, 2022, no material litigation, arbitration, or governmental proceedings were pending against the company or its management - As of December 31, 2022, **no material litigation, arbitration, or governmental proceedings** were pending against the company or its management[228](index=228&type=chunk) [Mine Safety Disclosures](index=58&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES.) This item is not applicable to the company - Mine safety disclosures are **not applicable** to the company[229](index=229&type=chunk) [Part II](index=59&type=section&id=PART%20II) This section covers market information for equity securities, management's discussion and analysis, financial statements, and controls and procedures [Market for Common Equity, Shareholder Matters, and Issuer Purchases](index=59&type=section&id=ITEM%205.%20MARKET%20FOR%20REGISTRANT'S%20COMMON%20EQUITY%2C%20RELATED%20SHAREHOLDER%20MATTERS%20AND%20ISSUER%20PURCHASES%20OF%20EQUITY%20SECURITIES.) The company's Units, Class A ordinary shares, and warrants are listed on NYSE, with limited record holders, and no cash dividends paid or intended prior to a business combination - The company's Units, Class A ordinary shares, and warrants are listed on **NYSE** under "RCFA.U", "RCFA", and "RCFA WS"[231](index=231&type=chunk) Holders of Record (as of Dec 31, 2022) | Security Type | Holders of Record | | :------------ | :---------------- | | Units | 1 | | Class A ordinary shares | 1 | | Warrants | 2 | - The company has **not paid cash dividends** and **does not intend to** prior to the completion of an initial business combination[233](index=233&type=chunk) - Unregistered sales of Founder Shares and Private Placement Warrants were **exempt under Section 4(a)(2)** of the Securities Act[235](index=235&type=chunk) Use of Proceeds from Public Offering and Private Placement | Item | Amount | | :------------------------------------------------ | :------------- | | Gross Proceeds from Public Offering | $230,000,000 | | Gross Proceeds from Private Placement | $11,700,000 | | Total Net Proceeds in Trust Account (as of Dec 31, 2022) | $234,600,000 | | Offering Costs (total) | $13,267,977 | | Underwriting Discounts (cash) | $4,600,000 | | Deferred Underwriting Commission | $8,050,000 | [Reserved](index=60&type=section&id=ITEM%206.%20%5BRESERVED%5D) This item is reserved - This item is **reserved**[238](index=238&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=60&type=section&id=ITEM%207.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS.) This section reviews the company's financial condition and results, highlighting its blank check status, liquidity challenges, and **$13.8 million** net income for 2022 - The company is a **blank check company** with **no operating revenues**, focused on a business combination in the **critical minerals value chain**[240](index=240&type=chunk) Financial Condition Highlights (as of Dec 31, 2022) | Item | Amount | | :-------------------------------- | :----------- | | Cash outside Trust Account | $41,276 | | Working Capital Deficit | ($331,676) | | Investment Held in Trust Account | $238,041,214 | Key Financial Results (Year Ended Dec 31, 2022 vs. Inception to Dec 31, 2021) | Metric | Year Ended Dec 31, 2022 | Inception to Dec 31, 2021 | | :-------------------------------------- | :---------------------- | :------------------------ | | Net Income | $13,843,499 | $8,727,522 | | Loss from Operations | ($2,291,464) | ($347,235) | | Change in Fair Value of Warrant Liability | $12,296,000 | $9,744,000 | | Change in Fair Value of Sponsor Convertible Note | $400,000 | — | | Interest Earned in Trust Account | $3,438,963 | $2,251 | - The company faces **substantial doubt about its ability to continue as a going concern** due to **insufficient working capital** and reliance on the Sponsor Convertible Note, which the Sponsor is **not obligated to advance**[255](index=255&type=chunk)[256](index=256&type=chunk)[392](index=392&type=chunk) [Overview](index=60&type=section&id=Overview) The company is a blank check company formed in June 2021, targeting critical minerals, raising **$230 million** in its IPO, with a **May 15, 2023**, business combination deadline - RCF Acquisition Corp. is a **blank check company** incorporated on June 9, 2021, aiming for a business combination in the **critical minerals value chain**[240](index=240&type=chunk) Public Offering and Private Placement Summary | Event | Date | Gross Proceeds | Funds in Trust Account | | :-------------------- | :----------- | :------------- | :----------------- | | Public Offering | Nov 15, 2021 | $230,000,000 | $234,600,000 | | Private Placement | Nov 15, 2021 | $11,700,000 | | - The company must complete its initial business combination within **18 months** from the closing of the Public Offering (by **May 15, 2023**) or it will cease operations and **liquidate**[247](index=247&type=chunk) [Results of Operations](index=63&type=section&id=Results%20of%20Operations) For 2022, the company reported a net income of **$13.8 million**, primarily from warrant liability fair value changes and Trust Account interest, offsetting operating losses Results of Operations (Year Ended Dec 31, 2022) | Metric | Amount | | :-------------------------------------- | :------------- | | Net Income | $13,843,499 | | Loss from Operations | ($2,291,464) | | Change in Fair Value of Warrant Liability | $12,296,000 | | Change in Fair Value of Sponsor Convertible Note | $400,000 | | Interest Earned in Trust Account | $3,438,963 | - The company's activities have been limited to organizational tasks and evaluating potential business combination candidates, generating **no operating revenues**[248](index=248&type=chunk) [Liquidity and Capital Resources](index=63&type=section&id=Liquidity%20and%20Capital%20Resources) As of December 31, 2022, the company had **$41,276** cash and a **$331,676** working capital deficit, raising substantial doubt about its going concern ability due to insufficient cash until **May 15, 2023** Liquidity and Capital Resources (as of Dec 31, 2022) | Item | Amount | | :-------------------------------- | :----------- | | Cash outside Trust Account | $41,276 | | Working Capital Deficit | ($331,676) | | Investment Held in Trust Account | $238,041,214 | | Sponsor Convertible Note (outstanding) | $500,000 | | Sponsor Convertible Note (fair value) | $100,000 | - The company expects its current cash outside the Trust Account to be **insufficient** to operate until **May 15, 2023**, the deadline for a business combination[255](index=255&type=chunk) - **Substantial doubt** exists about the company's ability to continue as a **going concern** due to the need for additional capital from the Sponsor, which is **not obligated**[256](index=256&type=chunk) - The company has **no off-balance sheet arrangements**, **special purpose entities**, or **debt guarantees**[257](index=257&type=chunk)[258](index=258&type=chunk) - The COVID-19 pandemic's specific impact on the company's financial position and search for a target is **not readily determinable**[259](index=259&type=chunk) [Related Party Transactions](index=65&type=section&id=Related%20Party%20Transactions) Related party transactions include Founder Shares, Private Placement Warrants, a Sponsor Convertible Note for up to **$5 million**, and **$10,000** monthly administrative fees to an affiliate - The Sponsor purchased **5,750,000 Founder Shares** for **$25,000**, with some transferred to directors/management[260](index=260&type=chunk) - Initial shareholders have agreed to **transfer restrictions** on Founder Shares and **waive redemption rights** for Founder Shares and public shares in certain scenarios[261](index=261&type=chunk) - The Sponsor purchased **11,700,000 Private Placement Warrants** for **$11,700,000**, which are **non-redeemable** by the company while held by the Sponsor or permitted transferees[250](index=250&type=chunk)[262](index=262&type=chunk) - The Sponsor Convertible Note allows borrowing **up to $5,000,000** for expenses, is **non-interest bearing**, and has **$500,000 outstanding** with a fair value of **$100,000** as of December 31, 2022[254](index=254&type=chunk)[262](index=262&type=chunk)[263](index=263&type=chunk) - The company pays an affiliate of the Sponsor **$10,000 per month** for office space and administrative support, totaling **$137,000** as of December 31, 2022[266](index=266&type=chunk) [Commitments and Contractual Obligations](index=67&type=section&id=Commitments%20and%20Contractual%20Obligations) As of December 31, 2022, the company had no long-term debt or liabilities; key commitments include **$8.05 million** in deferred underwriting commissions and registration rights - As of December 31, 2022, the company had **no long-term debt**, **capital lease**, **operating lease**, or **other long-term liabilities**[265](index=265&type=chunk) Key Commitments | Commitment | Amount | Condition | | :-------------------------- | :----------- | :------------------------------------ | | Deferred Underwriting Commission | $8,050,000 | Payable upon initial business combination | - Holders of Founder Shares, Private Placement Warrants, and working capital loan warrants are entitled to **registration rights**[268](index=268&type=chunk) - The employment agreement with CEO Mr. Shah, effective September 1, 2022, includes an annual salary of **$50,000** and post-termination **non-compete covenants**[269](index=269&type=chunk) [Critical Accounting Policies and Estimates](index=67&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) Critical accounting policies involve estimates for financial statements, including income per share, derivative liabilities (warrants), redeemable shares, and Trust Account investments - Financial statements require **management estimates and assumptions**, which could **differ from actual results**[271](index=271&type=chunk)[396](index=396&type=chunk) - Income per ordinary share is calculated using a **two-class method** for redeemable Class A and Class B ordinary shares, with **diluted EPS being the same as basic** due to contingent warrant exercise[272](index=272&type=chunk)[274](index=274&type=chunk)[415](index=415&type=chunk) - Public and Private Placement Warrants are classified as **derivative liabilities** and **measured at fair value**, with changes recognized in the Statement of Operations[276](index=276&type=chunk)[405](index=405&type=chunk) - Redeemable Class A ordinary shares are **classified outside permanent equity** at their **redemption value**, with changes reflected in retained earnings or additional paid-in capital[279](index=279&type=chunk)[406](index=406&type=chunk)[407](index=407&type=chunk) - Investments in the Trust Account (U.S. government treasury obligations or money market funds) are classified as **trading securities** and presented at **fair value**[280](index=280&type=chunk)[398](index=398&type=chunk) - The company is an "emerging growth company" and has elected **not to opt out** of the extended transition period for new accounting standards, which may **affect comparability**[283](index=283&type=chunk)[285](index=285&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=70&type=section&id=ITEM%207A.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK.) The company is not required to provide quantitative and qualitative disclosures about market risk as a smaller reporting company - The company is **exempt** from providing quantitative and qualitative disclosures about market risk as a **smaller reporting company**[286](index=286&type=chunk) [Financial Statements and Supplementary Data](index=70&type=section&id=ITEM%208.%20FINANCIAL%20STATEMENTS%20AND%20SUPPLEMENTARY%20DATA.) This item refers to the audited financial statements and related notes, which are included from pages F-1 through F-20 - The audited financial statements and supplementary data are provided on pages **F-1 through F-20**[287](index=287&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=70&type=section&id=ITEM%209.%20CHANGES%20IN%20AND%20DISAGREEMENTS%20WITH%20ACCOUNTANTS%20ON%20ACCOUNTING%20AND%20FINANCIAL%20DISCLOSURE.) There have been no changes in or disagreements with accountants on accounting and financial disclosure - There are **no changes in or disagreements** with accountants on accounting and financial disclosure[288](index=288&type=chunk) [Controls and Procedures](index=70&type=section&id=ITEM%209A.%20CONTROLS%20AND%20PROCEDURES.) As of December 31, 2022, disclosure controls and internal control over financial reporting were effective, with the company exempt from auditor attestation - As of December 31, 2022, disclosure controls and procedures were evaluated as **effective**[289](index=289&type=chunk) - Management concluded that internal control over financial reporting was **effective** as of December 31, 2022, based on the **COSO framework**[293](index=293&type=chunk) - The company is **exempt** from the independent registered public accounting firm attestation requirement on internal control over financial reporting due to its "emerging growth company" status[294](index=294&type=chunk) [Other Information](index=71&type=section&id=ITEM%209B.%20OTHER%20INFORMATION.) This item contains no other information - This item contains **no other information**[295](index=295&type=chunk) [Disclosure Regarding Foreign Jurisdictions That Prevent Inspections](index=71&type=section&id=ITEM%209C.%20DISCLOSURE%20REGARDING%20FOREIGN%20JURISDICTIONS%20THAT%20PREVENT%20INSPECTIONS) This item is not applicable to the company - This item is **not applicable**[296](index=296&type=chunk) [Part III](index=72&type=section&id=PART%20III) This section details the company's directors, executive officers, corporate governance, executive compensation, security ownership, and related party transactions [Directors, Executive Officers and Corporate Governance](index=72&type=section&id=ITEM%2010.%20DIRECTORS%2C%20EXECUTIVE%20OFFICERS%20AND%20CORPORATE%20GOVERNANCE.) This section lists the company's directors and executive officers, including James McClements (Chairman) and Sunny S. Shah (CEO), with a majority independent board and established committees Directors and Executive Officers | Name | Age | Position | | :---------------- | :-- | :-------------------------------- | | James McClements | 59 | Chairman and Director | | Sunny S. Shah | 40 | Chief Executive Officer and Director | | Thomas M. Boehlert | 63 | Chief Financial Officer and Director | | Hugo Dryland | 67 | Director | | Elodie Grant Goodey | 50 | Director | | Timothy Baker | 70 | Director | | Daniel Malchuk | 57 | Director | - The board of directors consists of **seven members**, divided into **three classes**, with terms expiring at different annual general meetings[306](index=306&type=chunk) - A **majority** of the board of directors (Hugo Dryland, Elodie Grant Goodey, Timothy Baker, and Daniel Malchuk) are **independent directors** as defined by NYSE listing standards and SEC rules[310](index=310&type=chunk) - The company has an **audit committee, compensation committee, and nominating and corporate governance committee**, all composed **solely of independent directors**[312](index=312&type=chunk) - Daniel Malchuk qualifies as an "**audit committee financial expert**"[314](index=314&type=chunk) - The company has adopted a **Code of Business Conduct and Ethics** applicable to directors, officers, and employees[323](index=323&type=chunk) [Executive Compensation](index=79&type=section&id=ITEM%2011.%20EXECUTIVE%20COMPENSATION.) Executive officers and directors generally receive no compensation, except for Sunny Shah, who earned **$16,667** in fiscal 2022 with an annual salary of **$50,000** - Executive officers and directors generally **do not receive compensation** for their services, **except for Sunny Shah**[325](index=325&type=chunk) Executive Compensation (Fiscal Year 2022) | Officer | Compensation | | :------ | :----------- | | Sunny S. Shah | $16,667 | - Sunny Shah's employment agreement, effective September 1, 2022, provides an annual salary of **$50,000** and includes post-termination **non-compete covenants**[326](index=326&type=chunk) - **No finder's or consulting fees** will be paid to the Sponsor, officers, or directors prior to the completion of an initial business combination[329](index=329&type=chunk) [Security Ownership of Certain Beneficial Owners and Management](index=79&type=section&id=ITEM%2012.%20SECURITY%20OWNERSHIP%20OF%20CERTAIN%20BENEFICIAL%20OWNERS%20AND%20MANAGEMENT%20AND%20RELATED%20SHAREHOLDER%20MATTERS.) This section details beneficial ownership of ordinary shares as of **March 7, 2023**, with RCF VII Sponsor LLC holding **18.6%** and all officers and directors as a group owning **19.9%** Beneficial Ownership of Ordinary Shares (as of March 7, 2023) | Holder | Number of Shares Beneficially Owned | Percentage of Outstanding Ordinary Shares | | :------------------------------------------ | :---------------------------------- | :---------------------------------------- | | RCF VII Sponsor LLC | 5,347,500 | 18.6% | | Saba Capital Management, L.P. | 1,473,000 | 5.1% | | Adage Capital Partners, L.P. | 1,800,000 | 6.3% | | Calamos Market Neutral Income Fund | 1,500,000 | 5.2% | | Millennium Management LLC | 1,455,000 | 5.1% | | All officers and directors as a group (7 individuals) | 5,720,000 | 19.9% | - The table is based on **28,750,000 ordinary shares** outstanding as of **March 7, 2023**, comprising **23,000,000 Class A** and **5,750,000 Class B** shares[335](index=335&type=chunk) - Founder Shares (Class B ordinary shares) **automatically convert** to Class A ordinary shares upon business combination[336](index=336&type=chunk) - RCF VII Sponsor LLC is **controlled by Resource Capital Fund VII L.P.**, whose General Partner is RCFM GP L.L.C., managed by **James McClements (an Australian citizen)**[337](index=337&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=82&type=section&id=ITEM%2013.%20CERTAIN%20RELATIONSHIPS%20AND%20RELATED%20TRANSACTIONS%2C%20AND%20DIRECTOR%20INDEPENDENCE.) This section details related party transactions, including Founder Shares, Private Placement Warrants, a Sponsor Convertible Note for up to **$5 million**, and **$10,000** monthly administrative fees - The Sponsor purchased **5,750,000 Founder Shares** for **$25,000**, which are subject to **transfer restrictions** and entitle holders to **registration rights**[338](index=338&type=chunk)[342](index=342&type=chunk) - The Sponsor purchased **11,700,000 Private Placement Warrants** for **$11,700,000**, which are **non-redeemable** by the company while held by the Sponsor or its permitted transferees and are exercisable on a **cashless basis**[339](index=339&type=chunk)[340](index=340&type=chunk) - The Sponsor Convertible Note allows the company to borrow **up to $5,000,000** from the Sponsor for expenses, is **non-interest bearing**, and has **$500,000 outstanding** at a fair value of **$100,000** as of December 31, 2022[341](index=341&type=chunk)[343](index=343&type=chunk)[345](index=345&type=chunk) - The company pays an affiliate of the Sponsor **$10,000 per month** for office space and administrative support, totaling **$137,000** from the Public Offering effective date through December 31, 2022[346](index=346&type=chunk) [Principal Accounting Fees and Services](index=84&type=section&id=ITEM%2014.%20PRINCIPAL%20ACCOUNTING%20FEES%20AND%20SERVICES.) This section outlines fees paid to Grant Thornton LLP for audit (**$79,800**) and tax (**$6,420**) services in 2022, all pre-approved by the audit committee Fees Paid to Grant Thornton LLP (Year Ended Dec 31, 2022) | Service Type | Amount | | :----------- | :------- | | Audit Fees | $79,800 | | Audit-Related Fees | $0 | | Tax Fees | $6,420 | | All Other Fees | $0 | - The audit committee **pre-approves** all auditing and permitted non-audit services[351](index=351&type=chunk) [Exhibit and Financial Statement Schedules](index=85&type=section&id=ITEM%2015.%20EXHIBIT%20AND%20FINANCIAL%20STATEMENT%20SCHEDULES) This section provides an index to the financial statements, including the auditor's report, balance sheets, statements of operations, changes in equity, cash flows, and notes [Index to Financial Statements](index=85&type=section&id=INDEX%20TO%20FINANCIAL%20STATEMENTS) This section indexes the financial statements, comprising the auditor's report, balance sheets, statements of operations, changes in equity, cash flows, and notes - The financial statements include the **Report of Independent Registered Public Accounting Firm**, **Balance Sheets**, **Statements of Operations**, **Statements of Changes in Redeemable Class A Ordinary Shares and Shareholders' Deficit**, **Statements of Cash Flows**, and **Notes to Financial Statements**[353](index=353&type=chunk) [Report of Independent Registered Public Accounting Firm](index=86&type=section&id=REPORT%20OF%20INDEPENDENT%20REGISTERED%20PUBLIC%20ACCOUNTING%20FIRM) Grant Thornton LLP issued an unqualified opinion on the financial statements, but raised a "going concern" issue due to lack of revenue and insufficient capital by **May 15, 2023** - Grant Thornton LLP provided an **unqualified opinion** on the financial statements, stating they are **presented fairly in all material respects**[355](index=355&type=chunk) - The auditor's report raises **substantial doubt** about the company's ability to continue as a **going concern** due to **no revenue**, dependence on a business combination, and **insufficient cash/working capital** to operate until **May 15, 2023**[356](index=356&type=chunk) - The company is **not required to have**, nor was the auditor **engaged to perform**, an audit of its internal control over financial reporting[358](index=358&type=chunk) [Balance Sheets](index=87&type=section&id=Balance%20Sheets) The balance sheets present the company's financial position as of December 31, 2022 and 2021, with total assets of **$238.4 million** (2022) and a shareholders' deficit of **($6.6 million)** Balance Sheet Highlights (as of December 31, 2022 and 2021) | Item | 2022 | 2021 | | :------------------------------------ | :----------- | :----------- | | Total Assets | $238,350,858 | $236,294,113 | | Cash | $41,276 | $700,293 | | Investment Held in Trust Account | $238,041,214 | $234,602,251 | | Total Liabilities | $10,315,320 | $22,102,074 | | Deferred Underwriting Commission | $8,050,000 | $8,050,000 | | Warrant Liability | $1,624,000 | $13,920,000 | | Redeemable Class A Ordinary Shares | $234,600,000 | $234,600,000 | | Total Shareholders' Deficit | ($6,564,462) | ($20,407,961) | [Statements of Operations](index=88&type=section&id=Statements%20of%20Operations) The statements of operations show a net income of **$13.8 million** for 2022, primarily from non-operating items like warrant liability fair value changes and Trust Account interest Statements of Operations (Year Ended Dec 31, 2022 vs. Inception to Dec 31, 2021) | Metric | Year Ended Dec 31, 2022 | Inception to Dec 31, 2021 | | :-------------------------------------- | :---------------------- | :------------------------ | | General and administrative expenses | $2,291,464 | $347,235 | | Loss from operations | ($2,291,464) | ($347,235) | | Change in fair value of warrant liability | $12,296,000 | $9,744,000 | | Change in fair value of sponsor convertible note | $400,000 | — | | Interest earned in Trust Account | $3,438,963 | $2,251 | | Net Income | $13,843,499 | $8,727,522 | | Basic and Diluted Net Income Per Share (Redeemable Class A) | $0.48 | $6.31 | | Basic and Diluted Net Income Per Share (Class B) | $0.48 | $0.79 | [Statements of Changes in Redeemable Class A Ordinary Shares and Shareholders' Deficit](index=89&type=section&id=Statements%20of%20Changes%20in%20Redeemable%20Class%20A%20Ordinary%20Shares%20and%20Shareholders'%20Deficit) This statement details changes in redeemable Class A ordinary shares and shareholders' deficit, which improved to **($6.6 million)** in 2022 from **($20.4 million)** in 2021 due to net income Shareholders' Deficit (as of December 31, 2022 and 2021) | Item | Dec 31, 2022 | Dec 31, 2021 | | :-------------------------- | :----------- | :----------- | | Total Shareholders' Deficit | ($6,564,462) | ($20,407,961) | | Accumulated Deficit | ($6,565,037) | ($20,408,536) | - Net income of **$13,843,499** for 2022 contributed to reducing the accumulated deficit[367](index=367&type=chunk) - In 2021, a deemed dividend to Class A shareholders of **$28,926,483** **significantly impacted** the accumulated deficit[369](index=369&type=chunk) [Statements of Cash Flows](index=90&type=section&id=Statements%20of%20Cash%20Flows) The statements of cash flows show net cash used in operating activities of **($1.16 million)** for 2022, with financing providing **$500,000**, resulting in an ending cash balance of **$41,276** Cash Flow Summary (Year Ended Dec 31, 2022 vs. Inception to Dec 31, 2021) | Activity | Year Ended Dec 31, 2022 | Inception to Dec 31, 2021 | | :-------------------------------- | :---------------------- | :------------------------ | | Net cash flows used in operating activities | ($1,159,017) | ($1,206,730) | | Net cash flows used in investing activities | $0 | ($234,600,000) | | Net cash flows provided by financing activities | $500,000 | $236,507,023 | | Net Change in Cash | ($659,017) | $700,293 | | Cash, End of Period | $41,276 | $700,293 | - The primary source of cash in financing activities for 2022 was proceeds from the Sponsor Convertible Note (**$500,000**)[371](index=371&type=chunk) - Noncash activities include deferred underwriting commission of **$8,050,000** and a deemed dividend to Class A shareholders of **$28,926,483** in 2021[371](index=371&type=chunk) [Notes to Financial Statements](index=91&type=section&id=Notes%20to%20Financial%20Statements) The notes detail the company's organization, operations, accounting policies, financial instruments, related party transactions, and commitments, highlighting going concern uncertainty and fair value measurements - The company is a **blank check company** formed on June 9, 2021, for a business combination, with its Public Offering closing on **November 15, 2021**[373](index=373&type=chunk)[375](index=375&type=chunk) - **$234,600,000** from the Public Offering and Private Placement was deposited into the **Trust Account**, to be invested in U.S. government treasury obligations or money market funds[378](index=378&type=chunk) - The company has **18 months** from the Public Offering closing date to complete a business combination; otherwise, it will **liquidate and redeem public shares**[383](index=383&type=chunk) - As of December 31, 2022, the company had a **working capital deficit of ($331,676)** and anticipates **insufficient cash** to operate until **May 15, 2023**, raising **substantial doubt about its going concern ability**[388](index=388&type=chunk)[390](index=390&type=chunk)[392](index=392&type=chunk) - Public and Private Placement Warrants are classified as **derivative liabilities** and **measured at fair value**, with changes recognized in the Statements of Operations[405](index=405&type=chunk)[440](index=440&type=chunk) - The Sponsor Convertible Note allows borrowing **up to $5,000,000**, with **$500,000 outstanding** at a fair value of **$100,000** as of December 31, 2022[429](index=429&type=chunk) - The company has agreed to pay an affiliate of the Sponsor **$10,000 per month** for administrative services[433](index=433&type=chunk) - Deferred underwriting commission of **$8,050,000** is payable upon completion of a business combination[465](index=465&type=chunk) - On **January 6, 2023**, the company borrowed an additional **$1,250,000** from the Sponsor Convertible Note[468](index=468&type=chunk)

PART I. FINANCIAL INFORMATION [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) RCF Acquisition Corp., a blank check company, presents its unaudited condensed financial statements as of September 30, 2022, primarily reflecting cash and investments in a trust account and non-operating income from warrant fair value changes and interest [Unaudited Condensed Balance Sheets](index=3&type=section&id=Unaudited%20Condensed%20Balance%20Sheets) Condensed Balance Sheet Summary (as of Sep 30, 2022 vs Dec 31, 2021) | Account | September 30, 2022 (USD) | December 31, 2021 (USD) | | :--- | :--- | :--- | | **Assets** | | | | Cash | $113,000 | $700,293 | | Investment Held in Trust Account | $236,015,754 | $234,602,251 | | **Total Assets** | **$236,588,818** | **$236,294,113** | | **Liabilities** | | | | Warrant liability | $3,712,000 | $13,920,000 | | Deferred underwriting commission | $8,050,000 | $8,050,000 | | **Total Liabilities** | **$12,112,859** | **$22,102,074** | | Redeemable Class A ordinary shares | $234,600,000 | $234,600,000 | | **Total Shareholders' Deficit** | **($10,124,041)** | **($20,407,961)** | - The significant decrease in warrant liability from **$13.92 million** to **$3.71 million** is a primary driver of the change in total liabilities and shareholders' deficit between December 31, 2021, and September 30, 2022[8](index=8&type=chunk) [Unaudited Condensed Statements of Operations](index=4&type=section&id=Unaudited%20Condensed%20Statements%20of%20Operations) Statement of Operations Summary | Metric | Three Months Ended Sep 30, 2022 (USD) | Nine Months Ended Sep 30, 2022 (USD) | | :--- | :--- | :--- | | General and administrative expenses | ($402,372) | ($1,337,583) | | Loss from operations | ($402,372) | ($1,337,583) | | Change in fair value of warrant liability | $3,016,000 | $10,208,000 | | Interest earned in Trust Account | $1,060,800 | $1,413,503 | | **Net Income (Loss)** | **$3,674,428** | **$10,283,920** | - The company's net income is primarily driven by non-operating income, specifically the positive change in the fair value of its warrant liability and interest earned on funds in the Trust Account, which more than offset the general and administrative expenses[10](index=10&type=chunk) [Unaudited Condensed Statement of Cash Flows](index=6&type=section&id=Unaudited%20Condensed%20Statement%20of%20Cash%20Flows) Cash Flow Summary (Nine Months Ended Sep 30, 2022) | Cash Flow Activity | Amount (USD) | | :--- | :--- | | Net cash flows used in operating activities | ($587,293) | | Net change in cash | ($587,293) | | Cash, beginning of period | $700,293 | | **Cash, end of period** | **$113,000** | - For the nine months ended September 30, 2022, net income of **$10.3 million** was adjusted for non-cash items, primarily a **$10.2 million** change in the fair value of warrant liability and **$1.4 million** in interest earned in the Trust Account, resulting in a net cash outflow from operations[17](index=17&type=chunk) [Notes to Unaudited Condensed Financial Statements](index=7&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) These notes detail the company's SPAC formation, Public Offering, key accounting policies for warrants and Class A shares, and a going concern uncertainty due to liquidity and the May 2023 business combination deadline - The Company is a SPAC formed to effect a business combination and has **18 months** from the closing of its Public Offering (**November 15, 2021**) to complete one[19](index=19&type=chunk)[29](index=29&type=chunk) - Management has determined that there is substantial doubt about the Company's ability to continue as a going concern due to its liquidity condition and the mandatory liquidation date of **May 15, 2023**, if a business combination is not completed[38](index=38&type=chunk) - The Company's public and private warrants are classified as derivative liabilities on the balance sheet and are remeasured at fair value each reporting period, with changes recognized in the statement of operations[49](index=49&type=chunk)[76](index=76&type=chunk) - The Sponsor can provide up to **$5 million** in financing through a convertible promissory note for ongoing expenses, with no amount outstanding as of September 30, 2022[96](index=96&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=22&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's blank check status, non-operating income drivers, and acknowledges a going concern risk due to insufficient liquidity outside the trust account, offset by a $5 million convertible note from its Sponsor - The company is a blank check company intending to target assets or businesses of scale across the critical minerals value chain that are poised to benefit from the global energy transition[104](index=104&type=chunk) - Management has identified a going concern issue, stating that cash held outside the Trust Account (**$113,000** as of Sep 30, 2022) is not sufficient to operate until the **May 15, 2023** deadline for completing a Business Combination[118](index=118&type=chunk)[119](index=119&type=chunk) Results of Operations Summary | Period | Net Income (Loss) (USD) | Key Drivers | | :--- | :--- | :--- | | **Nine Months Ended Sep 30, 2022** | $10,283,920 | Change in fair value of warrant liability (**$10.2 million**), Interest earned (**$1.4 million**) | | **Three Months Ended Sep 30, 2022** | $3,674,428 | Change in fair value of warrant liability (**$3.0 million**), Interest earned (**$1.1 million**) | | **Period from Inception to Sep 30, 2021** | ($33,641) | General and administrative expenses | [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=30&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section is marked 'Not applicable', indicating the company has no material market risk exposures requiring detailed disclosure - The company states that this item is not applicable, implying it does not have significant market risk exposures requiring detailed disclosure[143](index=143&type=chunk) [Item 4. Controls and Procedures](index=30&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded the company's disclosure controls and procedures were effective as of September 30, 2022, with no material changes in internal control over financial reporting during the quarter - Management concluded that the company's disclosure controls and procedures were effective as of September 30, 2022[144](index=144&type=chunk) - No changes in internal control over financial reporting occurred during the quarter that have materially affected, or are reasonably likely to materially affect, the company's internal controls[146](index=146&type=chunk) PART II - OTHER INFORMATION [Item 1. Legal Proceedings](index=31&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently subject to any material legal proceedings, nor are any threatened against it or its officers and directors - As of the filing date, the company is not involved in any material legal proceedings[148](index=148&type=chunk) [Item 1A. Risk Factors](index=31&type=section&id=Item%201A.%20Risk%20Factors) No material changes to Form 10-K risk factors, but the company emphasizes potential adverse effects from COVID-19, geopolitical instability, and volatile markets on its business combination search - The company's search for a business combination may be materially and adversely affected by several external factors[151](index=151&type=chunk) - Key risks highlighted include: - The ongoing impact of the COVID-19 pandemic on economies, financial markets, and the ability to conduct business[151](index=151&type=chunk) - Geopolitical instability from the invasion of Ukraine by Russia, leading to market disruptions, volatility, and supply chain interruptions[152](index=152&type=chunk) - The general status of debt and equity markets, which could make it difficult to raise capital for a transaction[154](index=154&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=33&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the Public Offering of **23 million** units for **$230 million** and a concurrent Private Placement of **11.7 million** warrants to the Sponsor for **$11.7 million**, with **$234.6 million** net proceeds placed in the Trust Account - Simultaneously with its IPO, the company sold **11.7 million** Private Placement Warrants to the Sponsor at **$1.00** each, generating gross proceeds of **$11.7 million**, with this sale exempt from registration under Section 4(a)(2) of the Securities Act[159](index=159&type=chunk) - Net proceeds of **$234.6 million** from the Public Offering and Private Placement were deposited into the Trust Account[161](index=161&type=chunk) [Item 6. Exhibits](index=34&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Quarterly Report on Form 10-Q, including officer certifications and Inline XBRL data files - The exhibits filed with this report include certifications from the Principal Executive Officer and Principal Financial Officer as required by the Sarbanes-Oxley Act of 2002[167](index=167&type=chunk)