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].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Registrant's telephone number, including area code: (952) 456-5300 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 OR For the transition period from to Commission file number: 001-41039 PERCEPTION CAPITAL CORP IV. (Exact name of registr ...

Financial Position - As of June 30, 2024, the redeemable Class A Ordinary Shares subject to possible redemption amounted to $54,230,929, reflecting a remeasurement increase of $680,937[56]. - The Company had no cash equivalents as of June 30, 2024, and December 31, 2023[43]. - The Trust Account funds were maintained in cash in an interest-bearing demand deposit account until the consummation of the Company's initial Business Combination[44]. - The Company reported a significant concentration of credit risk due to cash accounts that may exceed the Federal Depository Insurance Coverage limit of $250,000[45]. - The fair value of the Company's financial instruments approximates their carrying amounts, primarily due to their short-term nature[46]. - As of June 30, 2024, assets held in the Trust Account amounted to $54,330,929, compared to $52,977,929 as of December 31, 2023[99]. - As of December 31, 2023, total liabilities amounted to $1,636,914, with derivative liabilities at $147,474[100]. - The estimated fair value of the derivative liability increased from $7,273 on December 31, 2023, to $147,474 by June 30, 2024, reflecting a significant change in fair value of $140,201[102]. Business Combination - The company entered into a Business Combination Agreement on December 5, 2023, to merge with Blue Gold Holdings Limited, with the company surviving as a wholly owned subsidiary of PubCo[110]. - The company has a deadline of November 15, 2024, to complete a business combination, or the proceeds from the sale of private placement warrants will be used to fund the redemption of public shares[72]. - The Company eliminated the limitation on redeeming public shares that would cause net tangible assets to fall below $5,000,001 in connection with its Business Combination[84]. - The company agreed to sell 609,250 preference shares for a total consideration of $700,000, which will convert into Class A Ordinary Shares post Business Combination[113]. Shareholder Information - The Company had 23,200,000 warrants issued as of June 30, 2024, consisting of 11,500,000 Public Warrants and 11,700,000 Private Placement Warrants, classified as liabilities[87]. - The Public Warrants will become exercisable 30 days after the completion of a Business Combination, with specific conditions for cashless exercise[88]. - The Class B ordinary shares, totaling 5,750,000, were converted into Non-Redeemable Class A Ordinary Shares on a one-for-one basis, resulting in 5,749,999 Non-Redeemable Class A Ordinary Shares outstanding as of June 30, 2024[86]. - 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[98]. Financial Performance - For the three months ended June 30, 2024, the net loss including accretion of temporary equity to redemption value was $(785,206) compared to $(3,445,287) for the same period in 2023, representing a significant improvement[66]. - The net loss allocable to ordinary shareholders for the six months ended June 30, 2024, was $(197,252), a decrease from $(256,288) in the same period of 2023[66]. - The net loss allocable to non-redeemable ordinary shares for the six months ended June 30, 2024, was $(703,536), compared to $(4,255,594) for the same period in 2023[66]. - The deemed dividend to redeemable shareholders for the three months ended June 30, 2024, was $680,937, compared to $2,653,211 for the same period in 2023[66]. - The basic and diluted net income per share for the three months ended June 30, 2024, was $0.07, compared to $0.00 for the same period in 2023[66]. - The company had 4,777,672 basic and diluted weighted average shares outstanding for the three months ended June 30, 2024, compared to 17,842,619 for the same period in 2023[66]. Accounting and Compliance - The Company recognized no unrecognized tax benefits as of June 30, 2024, and December 31, 2023[58]. - The unrecognized compensation expense related to Class B ordinary shares at June 30, 2024, was $2,612,244, which will be recorded upon the occurrence of a Business Combination[61]. - The Company did not recognize any stock-based compensation expense during the period ended June 30, 2024, due to the performance condition not being met[61]. - The Company’s management does not anticipate that recently issued accounting standards will materially affect its financial statements[63]. Financing Activities - The company issued a convertible promissory note with a principal amount of up to $3,600,000 in Q2 2023, which may be converted into warrants at a price of $1.00 per warrant[76]. - The original sponsor purchased 11,700,000 private placement warrants at a price of $1.00 per warrant, totaling $11,700,000[71]. - The company had $0 in total outstanding borrowings under the Sponsor Convertible Note as of June 30, 2024[77]. - As of June 30, 2024, the Company had $0 in total outstanding borrowings under the Extension Convertible Promissory Note, and the carrying value was recognized as a capital contribution from the Original Sponsor[78]. - The Company incurred $237,000 in service and administrative fees under an agreement with the Sponsor, which was also recognized as a capital contribution following the termination of the agreement[79]. - For the three and six months ended June 30, 2024, no services and administrative fees were incurred, compared to $30,000 and $60,000 incurred in the same periods of 2023[80]. - The company issued a Convertible Senior Secured Promissory Note with a principal amount of $2,000,000, which is convertible into Class A Ordinary Shares at a price of $1.00 per share upon the closing of a Business Combination[108]. Underwriting and Offerings - The underwriters received a cash underwriting discount of $4,600,000, which is 2% of the gross proceeds from the Public Offering[107]. - The total amount of Units purchased by the underwriters reached 23,000,000 Units, covering over-allotments[107]. - A Warrant Exchange Agreement was approved on September 6, 2024, allowing the exchange of 9,067,500 private placement warrants for 755,625 Class A Ordinary Shares[112]. - The company has the right to purchase up to 4,533,750 warrants from the New Sponsor at a price of $0.10 per warrant following the Business Combination[108].

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]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 OR For the transition period from to Commission file number: 001-41039 PERCEPTION CAPITAL CORP IV. (Exact name of registrant as specified in its charter) Cayman Islands N/A (State or other jur ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM __________ TO ___________ COMMISSION FILE NUMBER 001-41039 PERCEPTION CAPITAL CORP. IV (Exact name of registrant as specified in its charter) Cayman Islands N/A (State or oth ...

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].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 OR For the transition period from to Commission file number: 001-41039 RCF ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands N/A (State or other jurisdict ...