[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) Rigel Resource Acquisition Corp.'s unaudited financial statements detail its position, operations, and cash flows, impacted by share redemptions and financing [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets decreased to **$31.7 million** from **$83.5 million** due to trust account cash reduction; total liabilities increased to **$34.8 million**, widening the **shareholders' deficit** Condensed Consolidated Balance Sheet Summary (in $) | Account | June 30, 2025 (Unaudited) | December 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash | 59,865 | 148,968 | | Cash and Investments held in the Trust Account | 31,688,265 | 83,293,711 | | **Total Assets** | **31,748,130** | **83,519,388** | | **Liabilities** | | | | Total Current Liabilities | 20,473,552 | 17,886,002 | | Derivative liabilities | 14,294,227 | 16,098,952 | | **Total Liabilities** | **34,767,779** | **33,984,954** | | **Shareholders' Deficit** | | | | Total Shareholders' Deficit | (34,707,914) | (33,759,277) | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) The company reported **net income of $770,345** for six months ended June 30, 2025, driven by derivative liability fair value changes, despite a widened **net loss** for the three-month period Condensed Consolidated Statements of Operations (in $) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Total Expenses | 794,676 | 2,473,409 | 2,291,941 | 4,723,463 | | Change in fair value of derivative liabilities | (7,914,227) | (1,701,611) | 1,804,725 | (6,003,747) | | Income earned on Trust Account | 456,674 | 2,960,440 | 1,117,836 | 5,932,526 | | **Net income (loss)** | **(8,108,817)** | **(1,247,240)** | **770,345** | **(4,153,802)** | | Basic and diluted net income (loss) per share | (0.67) | (0.04) | 0.06 | (0.13) | [Condensed Consolidated Statements of Changes in Shareholders' Deficit](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Shareholders'%20Deficit) The **shareholders' deficit** increased to **$34.7 million** by June 30, 2025, primarily due to a **net loss of $8.1 million** in Q2 and accretion of **Class A ordinary shares** - The total **shareholders' deficit** increased from **$(33,759,277)** as of January 1, 2025, to **$(34,707,914)** as of June 30, 2025[15](index=15&type=chunk) - Key drivers for the change in **deficit** during the six months ended June 30, 2025, included **net income of $8,879,162** in Q1, a **net loss of $(8,108,817)** in Q2, and accretion of **Class A ordinary shares** to redemption value totaling **$(1,808,200)**[15](index=15&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) **Net cash used in operating activities** was **$739,103**, with investing activities providing **$52.7 million** and financing using **$52.1 million**, leading to a **net decrease in cash** Six Months Ended June 30, 2025 Cash Flow Summary (in $) | Cash Flow Category | Amount | | :--- | :--- | | Net Cash Used In Operating Activities | (739,103) | | Net Cash Provided By Investing Activities | 52,723,282 | | Net Cash Used In Financing Activities | (52,073,282) | | **Net change in cash** | **(89,103)** | | Cash at end of period | 59,865 | - The company withdrew **$53.4 million** from its **Trust Account** for share redemptions and made payments of the same amount for these redemptions during the six months ended June 30, 2025[17](index=17&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes detail the company's SPAC operations, **Business Combination** with Aurous, deadline extensions, share redemptions, derivative liability accounting, and **going concern** doubts - The company is a SPAC that entered into a **Business Combination Agreement** on March 11, 2024, with Blyvoor Gold Resources (now Aurous Gold) and Gauta Tailings[20](index=20&type=chunk)[21](index=21&type=chunk) - The company has repeatedly extended its deadline to consummate a **business combination**, with the current deadline being November 9, 2025. These extensions have been funded by a series of convertible promissory notes from the **Sponsor** and its affiliates[40](index=40&type=chunk)[45](index=45&type=chunk)[135](index=135&type=chunk) - Significant redemptions of **Class A ordinary shares** have occurred, reducing the amount in the **Trust Account**. The latest redemption in August 2025 left approximately **$18.4 million** in the trust[45](index=45&type=chunk)[135](index=135&type=chunk) - Management has concluded that there is substantial doubt about the Company's ability to continue as a **going concern** due to its limited **liquidity** and the impending **business combination** deadline[48](index=48&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=33&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Rigel's financial condition, operations, and proposed **Business Combination**, highlighting **net income** from derivative liability changes, **liquidity challenges**, and **going concern doubts** - The company is a blank check company that entered into a **Business Combination Agreement** with Aurous, a South African gold mining company, on March 11, 2024[138](index=138&type=chunk) - For the six months ended June 30, 2025, the company had **net income of $770,345**, compared to a **net loss of $4,153,802** for the same period in 2024, primarily due to fluctuations in the fair value of derivative liabilities[142](index=142&type=chunk)[144](index=144&type=chunk) - The company's **liquidity** is severely constrained, with only **$59,865** in cash outside the **Trust Account** as of June 30, 2025. It relies on loans from its **Sponsor** to fund operations[155](index=155&type=chunk)[156](index=156&type=chunk) - Management has identified a **material weakness** in **internal controls over financial reporting** related to the proper presentation of financial statements in accordance with GAAP, particularly concerning complex financial instruments[190](index=190&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=42&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, Rigel is not required to provide quantitative and qualitative disclosures about market risk - As a smaller reporting company, Rigel Resource Acquisition Corp is not required to provide quantitative and qualitative disclosures about market risk[189](index=189&type=chunk) [Item 4. Controls and Procedures](index=43&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded **disclosure controls and procedures** were ineffective due to a **material weakness** in **internal controls over financial reporting**, with remediation efforts underway - Management concluded that the company's **disclosure controls and procedures** were not effective as of June 30, 2025[190](index=190&type=chunk) - A **material weakness** in **internal controls over financial reporting** was identified, relating to the ineffective operation of processes to ensure financial statements were properly presented in accordance with GAAP[190](index=190&type=chunk) - Remediation efforts are underway, including adding resources and enhancing management oversight for accounting of complex financial instruments and accrual of operating expenses[191](index=191&type=chunk) [PART II. OTHER INFORMATION](index=44&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=44&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no legal proceedings to disclose - The company has no legal proceedings to report[196](index=196&type=chunk) [Item 1A. Risk Factors](index=44&type=section&id=Item%201A.%20Risk%20Factors) No material changes to previously disclosed **risk factors** were reported, directing readers to the Annual Report and Registration Statement for **Business Combination** risks - There have been no material changes to the **risk factors** disclosed in the company's Annual Report on Form 10-K filed on March 24, 2025[197](index=197&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=44&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered sales of equity securities occurred, and the planned use of proceeds from the **IPO** and **Private Placement** remains materially unchanged - No unregistered sales of equity securities occurred during the six months ended June 30, 2025[198](index=198&type=chunk) - The planned use of proceeds from the **IPO** and **Private Placement** has not materially changed[198](index=198&type=chunk) [Item 3. Defaults Upon Senior Securities](index=44&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - The company has no defaults upon senior securities to report[199](index=199&type=chunk) [Item 4. Mine Safety Disclosures](index=44&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) Mine safety disclosures are not applicable to the company - Mine safety disclosures are not applicable[200](index=200&type=chunk) [Item 5. Other Information](index=44&type=section&id=Item%205.%20Other%20Information) No director or officer adopted or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the three months ended June 30, 2025 - During the second quarter of 2025, no director or officer of the company adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements[201](index=201&type=chunk) [Item 6. Exhibits](index=45&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Quarterly Report on Form 10-Q, including charter amendments and officer certifications - The report includes exhibits such as amendments to the company's charter documents and certifications from the Principal Executive Officer and Principal Financial Officer[203](index=203&type=chunk)[204](index=204&type=chunk)

Financial Performance - As of March 31, 2025, the company reported a net income of $8,879,162, primarily due to a gain in fair value of derivative liabilities of $9,718,952 and interest income of $661,362 [134]. - For the three months ended March 31, 2024, the company reported a net loss of $2,906,562, primarily due to a loss in fair value of derivative liabilities of $4,302,136 [136]. - The Company has incurred significant costs related to its acquisition plans and has less than 12 months to complete a Business Combination, raising substantial doubt about its ability to continue as a going concern [156]. Trust Account and Cash Management - The company had funds held in the Trust Account amounting to $84,382,846 as of March 31, 2025, consisting of U.S. Treasury Bills with a maturity of 180 days or less [141]. - As of March 31, 2025, the company had cash of $62,730 held outside the Trust Account, intended for identifying and evaluating target businesses [147]. - The company intends to use substantially all funds in the Trust Account to complete its initial Business Combination, with potential withdrawals for permitted expenses [146]. Business Combination and Agreements - The company entered into a Business Combination Agreement with Aurous, a South African gold mining company, on March 11, 2024 [130]. - The Company intends to consummate the Business Combination as soon as possible, subject to the satisfaction or waiver of all closing conditions, including regulatory approvals from the South African Reserve Bank [170]. Shareholder Actions and Redemptions - Shareholders holding 6,369,522 Class A Ordinary Shares exercised their right to redeem shares for cash upon the consummation of the business combination [132]. - Holders of 5,429,967 Class A ordinary shares redeemed their shares for an aggregate amount of $58,279,780 at a redemption price of approximately $10.73 per share [167]. - In connection with the 2024 Extension Amendment, holders of 17,440,475 Class A ordinary shares redeemed their shares for an aggregate amount of $198,881,065 at a redemption price of approximately $11.40 per share [168]. Loans and Financial Obligations - The Company has entered into multiple working capital loans with the Sponsor, totaling up to $1,500,000, $3,000,000, and $1,750,000 for various purposes, with no interest and repayable upon the completion of an initial Business Combination [149][152][155]. - As of March 31, 2025, the outstanding amounts under the First Extension Loan and Second Extension Loan are $3,000,000 and $4,200,000, respectively [150][151]. - The Company recorded a reduction of $10,500,000 in deferred underwriting fees payable due to a waiver obtained from the underwriter during the three months ended March 31, 2024 [159]. Legal and Administrative Costs - As of March 31, 2025, the Company had outstanding legal fees of approximately $4,664,000 related to the Initial Public Offering and general corporate services [160]. - The Company has no off-balance sheet financing arrangements or long-term liabilities other than a monthly fee of $10,000 for office space and administrative services [157][158]. Accounting and Reporting - The Company applies the two-class method in calculating earnings per share, with diluted earnings per ordinary share being the same as basic earnings per ordinary share due to out-of-the-money warrants [171]. - Convertible promissory notes are recorded at their initial fair value on the date of issuance, with changes recognized as non-cash gains or losses [172]. - Derivative instruments, including public and private warrants, are recorded at fair value and re-valued at each reporting date, with changes reported in the statements of operations [173]. - The Company classifies public warrants, Private Placement Warrants, and Forward Purchase Agreements as liabilities, adjusting their fair value at each reporting period [174]. - Management does not believe that any recently issued accounting standards would have a material effect on the Company's financial statements [175]. Initial Public Offering - On November 9, 2021, the company completed its Initial Public Offering, generating gross proceeds of $275,000,000 from 27,500,000 Units sold [137].

Financial Proceeds and Trust Account - The company raised gross proceeds of $300 million from its Initial Public Offering (IPO) by issuing 30 million units, including 2.5 million units from the underwriter's over-allotment option[18]. - A total of 14 million Private Placement Warrants were sold at $1.00 each, generating an additional $14 million in gross proceeds[19]. - As of August 10, 2023, $306 million from the IPO and Private Placement proceeds was placed in a Trust Account, with a per unit value of $10.20[20]. - Shareholders redeemed 5,429,967 Class A Ordinary Shares for approximately $10.73 per share, totaling $58,279,780[29]. - In connection with the 2024 Extension Amendment, 17,440,475 Class A Ordinary Shares were redeemed at approximately $11.40 per share, amounting to $198,881,065, leaving $81,301,345 in the Trust Account[30]. Business Combination and Agreements - The company entered into a Business Combination Agreement on March 11, 2024, to merge with Blyvoor Gold Resources and its subsidiaries, with Newco expected to be listed on NASDAQ[43]. - The Business Combination Agreement requires approval from Rigel's shareholders and mandates that Aggregate Cash Proceeds of at least $50,000,000 be available at Closing[52]. - The termination date for the Business Combination Agreement has been extended from August 9, 2024, to January 31, 2025[67]. - The Business Combination Agreement includes customary representations and warranties, and the conversion of existing shares into Newco Ordinary Shares upon the Merger Effective Time[48]. - Public shareholders will have the opportunity to redeem their shares in conjunction with the Rigel Stockholder Approval[50]. Loans and Financial Obligations - The company has a working capital loan agreement with the Sponsor for up to $1.5 million, which can be settled in warrants at a conversion price of $1.00 per warrant[33]. - The maximum aggregate amount of contributions from the Sponsor under the Second Extension Loan will not exceed $4.2 million, with potential settlement in warrants[35]. - The Company entered into a December 2023 Working Capital Loan with the Sponsor for up to $1,500,000, which will not bear interest and is repayable upon the completion of an initial Business Combination[37]. - A May 2024 Working Capital Loan was established with the Sponsor for up to $1,000,000, also interest-free and repayable upon the completion of an initial Business Combination[38]. - The December 2024 Working Capital Loan was established for up to $1,750,000, also interest-free and repayable upon the completion of an initial Business Combination[42]. Acquisition Strategy and Target Businesses - The acquisition strategy focuses on "Green" metals, innovative mining technologies, and battery materials technologies[73]. - Target businesses should have sustainable competitive advantages and operate in established jurisdictions[74]. - The company may pursue businesses that do not meet all established criteria if deemed appropriate[75]. - The post-transaction company is expected to own or acquire 100% of the equity interests or assets of the target business[83]. - The management team will leverage their extensive networks to identify potential acquisition opportunities[71]. Risks and Challenges - The company expects intense competition from established entities, including private investors and other blank check companies, which may limit its financial resources for acquisitions[85]. - The company may face challenges in negotiating a Business Combination due to the time constraint imposed by the May 9, 2025 deadline[96]. - The competition for Business Combination opportunities has intensified, with many established entities competing for similar targets, potentially limiting the company's acquisition capabilities[106]. - The company may incur significant expenses related to directors and officers liability insurance, which could affect its ability to negotiate and complete Business Combinations[111]. - The company may face burdensome compliance requirements if deemed an investment company under the Investment Company Act, which could hinder the completion of its initial Business Combination[122]. Shareholder Dynamics and Voting - Initial shareholders, directors, and officers have agreed to vote in favor of the initial Business Combination, potentially increasing the likelihood of obtaining necessary shareholder approval[90]. - The company may not seek shareholder approval for its initial Business Combination, which could lead to a situation where a majority of Public Shareholders do not support the combination[89]. - The Sponsors have agreed to vote in favor of the Transactions and to waive any anti-dilution adjustments related to the issuance of Newco Ordinary Shares[56]. - The amended Charter allows for easier amendments with approval from at least two-thirds of ordinary shares, facilitating the completion of an initial Business Combination[155]. - Initial shareholders collectively own 23% of the issued and outstanding ordinary shares, allowing them to control the appointment of directors prior to the initial Business Combination[159]. Regulatory and Compliance Issues - The SEC's new SPAC Rules, effective July 1, 2024, will impose additional disclosure and financial statement requirements on business combination transactions involving SPACs[126]. - The company may be subject to regulatory review by entities such as CFIUS, which could delay or prohibit the initial Business Combination[128]. - Changes in laws or regulations could materially affect the company's ability to negotiate and complete its initial Business Combination[124]. - The company may face challenges in finding attractive target businesses for its initial Business Combination due to adverse global or regional economic conditions, including recession, inflation, and geopolitical tensions[167]. - The company may encounter difficulties in assessing the management capabilities of prospective target businesses, which could affect the success of the initial Business Combination[179]. Market and Trading Conditions - Rigel's Class A Ordinary Shares, Public Units, and Public Warrants were delisted from the NYSE on November 5, 2024, due to failure to complete a business combination within 36 months of its IPO[194]. - Following the delisting, Rigel's securities are now traded over the counter, which may lead to reduced liquidity and market quotations[196]. - The company has until May 9, 2025, to complete an initial business combination, or it will face further redemption of Public Shares[193]. - The company has not adopted a policy to prohibit directors and officers from engaging in similar business activities, which may lead to conflicts of interest[190]. - Rigel's ability to issue additional securities or obtain financing may be significantly hindered due to its current trading status and market conditions[196].

PART I. FINANCIAL INFORMATION [Item 1. Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) Unaudited financial statements for Q1 2024 show a net loss, driven by derivative liability fair value changes and increased operating costs [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) Condensed balance sheets outline the company's financial position, including assets, liabilities, and shareholders' deficit Condensed Balance Sheets | Metric | As of March 31, 2024 (Unaudited) (USD) | As of December 31, 2023 (Audited) (USD) | | :----------------------------------- | :----------------------- | :---------------------- | | **Assets:** | | | | Cash | $46,323 | $70,748 | | Prepaid Expenses | $120,744 | $55,414 | | Cash and Investments in Trust Account | $274,689,822 | $270,667,736 | | **Total Assets (USD)** | **$274,856,889** | **$270,793,898** | | **Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit** | | | | Accounts Payable and Accrued Expenses | $629,806 | $706,279 | | Accrued Offering Costs | $378,324 | $378,324 | | Convertible Notes - Related Party | $6,998,386 | $5,556,896 | | Derivative Liabilities | $12,793,663 | $8,491,527 | | Deferred Underwriting Commissions | $- | $10,500,000 | | **Total Liabilities (USD)** | **$20,800,179** | **$25,633,026** | | Class A Ordinary Shares Subject to Possible Redemption | $274,689,822 | $270,667,736 | | **Total Shareholders' Deficit (USD)** | **$(20,633,112)** | **$(25,506,864)** | - As of March 31, 2024, cash and investments in the trust account increased to **$274.7 million** from **$270.7 million** as of December 31, 2023[9](index=9&type=chunk) - Total liabilities decreased from **$25.63 million** as of December 31, 2023, to **$20.80 million** as of March 31, 2024, primarily due to the waiver of deferred underwriting commissions[9](index=9&type=chunk)[81](index=81&type=chunk) - Shareholders' deficit improved from **$25.51 million** as of December 31, 2023, to **$20.63 million** as of March 31, 2024[9](index=9&type=chunk) [Condensed Statements of Operations](index=5&type=section&id=Condensed%20Statements%20of%20Operations) Condensed statements of operations present the company's financial performance, including revenues, expenses, and net income or loss Condensed Statements of Operations | Metric | For the Three Months Ended March 31, 2024 (USD) | For the Three Months Ended March 31, 2023 (USD) | | :----------------------------------- | :----------------------- | :----------------------- | | **Expenses:** | | | | Management Fees - Related Party | $30,000 | $30,000 | | General and Administrative Expenses | $652,622 | $342,890 | | **Total Expenses (USD)** | **$682,622** | **$372,890** | | **Other Income (Expense):** | | | | Income from Cash and Investments in Trust Account | $2,972,086 | $3,319,794 | | Gain from Deferred Underwriting Commission Waiver | $680,400 | $- | | Fair Value Change in Convertible Notes - Related Party | $(6,858) | $(1,168) | | Fair Value Change in Derivative Liabilities | $(4,302,136) | $(1,660,512) | | **Net Other Income (Expense) (USD)** | **$(656,508)** | **$1,658,114** | | **Net (Loss) Income (USD)** | **$(1,339,130)** | **$1,285,224** | | Basic and Diluted Net (Loss) Income Per Class A Ordinary Share (USD) | $(0.04) | $0.03 | | Basic and Diluted Net (Loss) Income Per Class B Ordinary Share (USD) | $(0.04) | $0.03 | - For the three months ended March 31, 2024, the company reported a net loss of **$1,339,130**, compared to a net income of **$1,285,224** in the prior-year period[11](index=11&type=chunk)[116](index=116&type=chunk)[117](index=117&type=chunk) - The net loss was primarily driven by a **$4,302,136** loss from fair value changes in derivative liabilities and **$682,622** in operating costs, partially offset by **$2,972,086** in trust account interest income and **$680,400** from deferred underwriting commission waiver[11](index=11&type=chunk)[116](index=116&type=chunk) [Condensed Statements of Changes in Shareholders' Deficit](index=6&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Shareholders'%20Deficit) Condensed statements of changes in shareholders' deficit track the movements in equity components over the reporting period Condensed Statements of Changes in Shareholders' Deficit | Metric | Balance as of January 1, 2024 (USD) | Balance as of March 31, 2024 (USD) | | :----------------------------------- | :----------------- | :----------------- | | Class B Ordinary Shares (Number) | 7,500,000 | 7,500,000 | | Class B Ordinary Shares (Amount, USD) | $750 | $750 | | Additional Paid-in Capital (USD) | $- | $5,797,514 | | Accumulated Deficit (USD) | $(25,507,614) | $(26,431,376) | | Total Shareholders' Deficit (USD) | $(25,506,864) | $(20,633,112) | | **Key Changes:** | | | | Related Party Note Proceeds in Excess of Fair Value (USD) | $- | $415,368 | | Class A Ordinary Shares Remeasurement (USD) | $- | $(415,368) | | Class A Ordinary Shares Redemption Value Accrual (USD) | $- | $(4,022,086) | | Deferred Underwriting Commission Waiver (USD) | $- | $9,819,600 | | Net Loss (USD) | $- | $(1,339,130) | - As of March 31, 2024, shareholders' deficit decreased from **$25,506,864** on January 1, 2024, to **$20,633,112**, mainly due to a **$9,819,600** gain from deferred underwriting commission waiver, partially offset by a **$1,339,130** net loss for the period[12](index=12&type=chunk) [Condensed Statements of Cash Flows](index=7&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) Condensed statements of cash flows categorize cash inflows and outflows from operating, investing, and financing activities Condensed Statements of Cash Flows | Cash Flow Category | For the Three Months Ended March 31, 2024 (USD) | For the Three Months Ended March 31, 2023 (USD) | | :----------------------- | :----------------------- | :----------------------- | | Net Cash from Operating Activities (USD) | $(824,425) | $(161,277) | | Net Cash from Investing Activities (USD) | $(1,050,000) | $- | | Net Cash from Financing Activities (USD) | $1,850,000 | $150,277 | | Net Change in Cash (USD) | $(24,425) | $(11,000) | | Cash, End of Period (USD) | $46,323 | $98,595 | - For the three months ended March 31, 2024, cash outflow from operating activities was **$824,425**, investing activities outflow was **$1,050,000** (primarily cash deposited into the trust account), and financing activities inflow was **$1,850,000** (mainly from convertible notes)[15](index=15&type=chunk)[122](index=122&type=chunk)[123](index=123&type=chunk) - The ending cash balance was **$46,323**, a decrease from **$70,748** at the beginning of the period[15](index=15&type=chunk) [Notes to Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) Notes to condensed financial statements provide essential details and explanations supporting the primary financial statements [NOTE 1. Description of Organization and Business Operations and Going Concern](index=8&type=section&id=NOTE%201.%20Description%20of%20Organization%20and%20Business%20Operations%20and%20Going%20Concern) Rigel Resource Acquisition Corp, a SPAC, faces significant going concern doubts regarding its business combination deadline and liquidity - The company was incorporated on April 6, 2021, as a special purpose acquisition company (SPAC) to effect a business combination with one or more businesses[18](index=18&type=chunk) - The company completed its IPO on November 9, 2021, issuing **27,500,000 units** for **$275 million** in gross proceeds, and concurrently issued **14,000,000 warrants** in a private placement for **$14 million** in gross proceeds[20](index=20&type=chunk)[21](index=21&type=chunk) - As of March 31, 2024, the trust account held approximately **$274.7 million** in cash and investments, designated for a future business combination or redemption of public shares[9](index=9&type=chunk)[44](index=44&type=chunk) - The company must complete a business combination by August 9, 2024 (the 'Combination Period'), or it will liquidate and redeem all public shares[33](index=33&type=chunk) - The company has substantial doubt about its ability to continue as a going concern due to insufficient liquidity to sustain operations and no assurance of completing a business combination or raising necessary funds within the Combination Period[36](index=36&type=chunk) [NOTE 2. Summary of Significant Accounting Policies](index=12&type=section&id=NOTE%202.%20Summary%20of%20Significant%20Accounting%20Policies) This section outlines the company's significant accounting policies, including US GAAP compliance and fair value measurements - As an 'emerging growth company,' the company elected not to opt out of the extended transition period, allowing it to adopt new accounting pronouncements on the private company timeline[41](index=41&type=chunk) - As of March 31, 2024, the trust account held approximately **$274.7 million** in cash, with the trustee instructed to invest funds in an interest-bearing demand deposit account[44](index=44&type=chunk) - Class A ordinary shares are classified as temporary equity due to their redemption features and are measured at redemption value, with their carrying value adjusted at each period-end to equal the redemption value[46](index=46&type=chunk)[47](index=47&type=chunk) - Convertible notes and derivative financial instruments, including public warrants, private placement warrants, and forward purchase agreements, are measured at fair value, with changes recognized in the statements of operations[54](index=54&type=chunk)[55](index=55&type=chunk)[57](index=57&type=chunk) [NOTE 3. Initial Public Offering](index=15&type=section&id=NOTE%203.%20Initial%20Public%20Offering) The company raised **$300 million** via its IPO, selling **30,000,000 units** each with a Class A ordinary share and half a warrant - The company sold **30,000,000 units** in its IPO at **$10.00** per unit, generating **$300 million** in gross proceeds[61](index=61&type=chunk) - Each unit comprised one Class A ordinary share and one-half of one redeemable warrant, with each whole warrant exercisable for one Class A ordinary share at **$11.50**[61](index=61&type=chunk) [NOTE 4. Private Placement](index=16&type=section&id=NOTE%204.%20Private%20Placement) The company raised **$14 million** from selling **14,000,000 private placement warrants** concurrently with its IPO - The company sold **14,000,000 private placement warrants** at **$1.00** per warrant in a private placement, generating **$14 million** in gross proceeds[62](index=62&type=chunk) - The private placement warrants and their underlying Class A ordinary shares are not transferable, assignable, or salable within **30 days** following the completion of a business combination[64](index=64&type=chunk) [NOTE 5. Related Party Transactions](index=16&type=section&id=NOTE%205.%20Related%20Party%20Transactions) This section details various transactions with the sponsor and its affiliates, impacting the company's capital structure and liquidity - The sponsor holds **7,500,000 Class B ordinary shares** (founder shares), with no change as of March 31, 2024, and December 31, 2023[65](index=65&type=chunk) - The company entered into multiple convertible notes with the sponsor (First Extension Loan, Second Extension Loan, Working Capital Loan, and December 2023 Working Capital Loan) to extend the business combination period and provide working capital[68](index=68&type=chunk)[69](index=69&type=chunk)[77](index=77&type=chunk)[78](index=78&type=chunk) Related Party Convertible Notes Balances | Loan Type | As of March 31, 2024 (USD) | As of December 31, 2023 (USD) | | :----------------------- | :----------------- | :----------------- | | First Extension Loan (USD) | $3,000,000 | $3,000,000 | | Second Extension Loan (USD) | $3,048,387 | $1,998,387 | | Working Capital Loan (USD) | $1,500,000 | $1,500,000 | | December 2023 Working Capital Loan (USD) | $1,400,000 | $600,000 | | **Total (USD)** | **$8,948,387** | **$7,100,000** | - The company pays the sponsor **$10,000** per month for administrative services, with **$287,500** and **$257,500** payable as of March 31, 2024, and December 31, 2023, respectively[75](index=75&type=chunk) [NOTE 6. Commitments and Contingencies](index=19&type=section&id=NOTE%206.%20Commitments%20and%20Contingencies) The company has various commitments and contingencies, notably a **$10.5 million** deferred underwriting commission waiver in Q1 2024 - The company granted registration rights to holders of founder shares, private placement units, and warrants issued from convertible notes[79](index=79&type=chunk) - The company received a waiver of deferred underwriting commissions during the three months ended March 31, 2024, resulting in a **$10,500,000** reduction in deferred underwriting commission liability and recognition of a deferred underwriting commission waiver gain[81](index=81&type=chunk) - The company entered into a forward purchase agreement with Orion Mine Finance, an affiliate of the sponsor, to purchase up to **5,000,000 units** at **$10.00** per unit upon business combination completion[83](index=83&type=chunk) - The fair value of the forward purchase agreement was **$5,833,663** and **$5,011,527** as of March 31, 2024, and December 31, 2023, respectively, recorded as a derivative liability[86](index=86&type=chunk) [NOTE 7. Shareholders' Deficit](index=20&type=section&id=NOTE%207.%20Shareholders'%20Deficit) This section describes the company's authorized share capital, including Class A and Class B ordinary shares, and their respective rights - As of March 31, 2024, **24,570,033 Class A ordinary shares** and **7,500,000 Class B ordinary shares** were issued and outstanding[89](index=89&type=chunk)[90](index=90&type=chunk) - Class B ordinary shareholders hold exclusive voting rights for director appointments prior to a business combination and convert to Class A ordinary shares on a one-for-one basis upon business combination[91](index=91&type=chunk)[92](index=92&type=chunk) [NOTE 8. Warrants](index=21&type=section&id=NOTE%208.%20Warrants) Public and private placement warrants, classified as liabilities and measured at fair value, have specific exercise and redemption terms - Public warrants become exercisable **30 days** after a business combination or **12 months** after the IPO closing, and expire five years after the business combination[93](index=93&type=chunk) - The company may redeem public warrants at **$0.01** per warrant if the Class A ordinary share price equals or exceeds **$18.00**[96](index=96&type=chunk)[97](index=97&type=chunk) - The company may redeem public warrants at **$0.10** per warrant if the Class A ordinary share price equals or exceeds **$10.00**, with holders having the option for a cashless exercise[101](index=101&type=chunk) - Private placement warrants have similar terms to public warrants but are non-transferable, non-redeemable, and exercisable on a cashless basis when held by initial purchasers or permitted transferees[99](index=99&type=chunk) - All warrants are classified as liabilities under ASC 815-40 and measured at fair value[100](index=100&type=chunk) [NOTE 9. Fair Value Measurements](index=23&type=section&id=NOTE%209.%20Fair%20Value%20Measurements) The company measures financial assets and liabilities at fair value using a three-level hierarchy, detailing valuation inputs for various instruments - The company utilizes a three-level fair value hierarchy: Level 1 (quoted prices in active markets), Level 2 (observable inputs other than quoted prices), and Level 3 (unobservable inputs)[58](index=58&type=chunk) Fair Value Measurement of Assets and Liabilities | Description | Level | As of March 31, 2024 (USD) | As of December 31, 2023 (USD) | | :----------------------------------- | :--- | :------------- | :-------------- | | **Assets:** | | | | | Cash in Trust Account (USD) | 0 | $274,689,822 | $270,667,736 | | **Liabilities:** | | | | | Convertible Notes - Related Party (USD) | 3 | $6,998,386 | $5,556,896 | | Warrant Liability - Private Placement Warrants (USD) | 2 | $3,360,000 | $1,680,000 | | Warrant Liability - Public Warrants (USD) | 1 | $3,600,000 | $1,800,000 | | Forward Purchase Agreement (USD) | 3 | $5,833,663 | $5,011,527 | | **Total Derivative Liabilities (USD)** | | **$19,792,049** | **$14,048,423** | - As of March 31, 2024, the total fair value of convertible notes, private placement warrants, public warrants, and forward purchase agreements was **$19,792,049**, an increase from **$14,048,423** as of December 31, 2023[104](index=104&type=chunk)[109](index=109&type=chunk) - Convertible notes and forward purchase agreements are valued using modified Black-Scholes and valuation models, incorporating unobservable inputs such as volatility, risk-free rates, expected lives, and business combination probabilities[105](index=105&type=chunk)[107](index=107&type=chunk)[108](index=108&type=chunk) [NOTE 10. Subsequent Events](index=25&type=section&id=NOTE%2010.%20SUBSEQUENT%20EVENTS) Management assessed subsequent events, noting an additional **$350,000** contribution to the trust account by the sponsor on April 30, 2024 - On April 30, 2024, the sponsor made an additional **$350,000** contribution to the trust account under the Second Extension Loan[111](index=111&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=26&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management's discussion covers Q1 2024 financial condition and operating results, highlighting a net loss and significant going concern doubts [Overview](index=26&type=section&id=Overview) The company, a blank check company, aims to complete a business combination, having signed an agreement with Aurous, a South African gold mining company - The company is a blank check company, incorporated on April 6, 2021, with the purpose of effecting a business combination with one or more businesses[114](index=114&type=chunk) - The company plans to target the global mining industry and entered into a business combination agreement with Aurous, a South African gold mining company, on March 11, 2024[114](index=114&type=chunk) [Results of Operations](index=26&type=section&id=Results%20of%20Operations) Operating results for Q1 2024 show a net loss, primarily driven by increased fair value losses on derivative liabilities - As of March 31, 2024, the company had not commenced any operations, generated any revenue, with its primary income source being interest earned on the trust account[115](index=115&type=chunk) Results of Operations | Metric | For the Three Months Ended March 31, 2024 (USD) | For the Three Months Ended March 31, 2023 (USD) | | :----------------------------------- | :----------------------- | :----------------------- | | Net (Loss) Income (USD) | $(1,339,130) | $1,285,224 | | Loss from Fair Value Change in Derivative Liabilities (USD) | $4,302,136 | $1,660,512 | | Loss from Fair Value Change in Convertible Notes (USD) | $6,858 | $1,168 | | Operating Costs (USD) | $682,622 | $372,890 | | Trust Account Interest Income (USD) | $2,972,086 | $3,319,794 | | Gain from Deferred Underwriting Commission Waiver (USD) | $680,400 | $- | - Net loss for Q1 2024 was **$1,339,130**, compared to a net income of **$1,285,224** in Q1 2023, primarily due to increased fair value losses on derivative liabilities[116](index=116&type=chunk)[117](index=117&type=chunk) [Liquidity and Capital Resources](index=27&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity and capital resources are primarily held in the trust account, with significant going concern doubts regarding its operational funding - As of March 31, 2024, **$274,689,822** was held in the trust account, primarily designated for completing a business combination[121](index=121&type=chunk) - As of March 31, 2024, the company held **$46,323** in cash outside the trust account for identifying and evaluating target businesses and due diligence[127](index=127&type=chunk) Liquidity and Capital Resources | Cash Flow Category | For the Three Months Ended March 31, 2024 (USD) | For the Three Months Ended March 31, 2023 (USD) | | :----------------------- | :----------------------- | :----------------------- | | Net Cash from Operating Activities (USD) | $(824,425) | $(161,277) | | Net Cash from Investing Activities (USD) | $(1,050,000) | $- | | Net Cash from Financing Activities (USD) | $1,850,000 | $150,277 | - The company faces significant going concern doubts due to its deadline to complete a business combination within 12 months and insufficient liquidity to sustain operations[133](index=133&type=chunk)[134](index=134&type=chunk) [Off-balance Sheet Financing Arrangements](index=29&type=section&id=Off-balance%20Sheet%20Financing%20Arrangements) As of March 31, 2024, the company had no obligations, assets, or liabilities considered off-balance sheet arrangements - As of March 31, 2024, the company had no obligations, assets, or liabilities considered off-balance sheet arrangements[135](index=135&type=chunk) [Contractual Obligations](index=29&type=section&id=Contractual%20Obligations) The company has contractual obligations including administrative fees, legal expenses, and a forward purchase agreement with an affiliate - The company pays an affiliate of the sponsor **$10,000** per month for office, administrative, and support services[136](index=136&type=chunk) - The company incurred approximately **$552,300** in legal fees, of which approximately **$378,300** is payable only upon business combination completion[137](index=137&type=chunk) - The company entered into a forward purchase agreement with an affiliate of the sponsor, committing to purchase up to **5,000,000 units** upon business combination completion[138](index=138&type=chunk) [Critical Accounting Policies and Estimates](index=30&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) This section outlines critical accounting policies and estimates, including fair value measurements for complex financial instruments and Class A ordinary shares - The company's critical accounting estimates include the fair value of related party convertible notes and changes in derivative liability fair value[139](index=139&type=chunk) - The company measures financial instruments at fair value in accordance with ASC 820, utilizing a three-level fair value hierarchy[140](index=140&type=chunk)[144](index=144&type=chunk) - Class A ordinary shares are classified as temporary equity due to redemption rights and measured at redemption value[142](index=142&type=chunk)[143](index=143&type=chunk) - Convertible notes and derivative financial instruments, including warrants and forward purchase agreements, are measured at fair value, with changes recognized in the statements of operations[146](index=146&type=chunk)[147](index=147&type=chunk)[148](index=148&type=chunk) - As an emerging growth company, the company elected not to opt out of the extended transition period, allowing it to adopt new accounting pronouncements on the private company timeline[150](index=150&type=chunk)[151](index=151&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=32&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the company is exempt from providing quantitative and qualitative market risk disclosures - The company is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk[152](index=152&type=chunk) [Item 4. Controls and Procedures](index=32&type=section&id=Item%204.%20Controls%20and%20Procedures) Management assessed disclosure controls as ineffective due to material weaknesses in internal financial reporting controls, with remediation plans underway [Evaluation of Disclosure Controls and Procedures](index=32&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) As of March 31, 2024, management assessed disclosure controls and procedures as ineffective, primarily due to ineffective GAAP compliance processes - As of March 31, 2024, management assessed disclosure controls and procedures as ineffective, primarily because processes to ensure GAAP-compliant financial statements were not operating effectively[153](index=153&type=chunk) - The company developed a plan to remediate material weaknesses in internal control over financial reporting, including allocating additional resources to improve accounting for complex financial instruments and increasing management oversight[154](index=154&type=chunk) [Changes in Internal Control over Financial Reporting](index=33&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) No material changes in internal control over financial reporting occurred in Q1 2024, beyond the ongoing remediation efforts - No material changes in internal control over financial reporting occurred during the fiscal quarter ended March 31, 2024, other than the aforementioned remediation efforts[157](index=157&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings](index=34&type=section&id=Item%201.%20Legal%20Proceedings) The company has no ongoing legal proceedings as of the end of this reporting period - The company has no legal proceedings[159](index=159&type=chunk) [Item 1A. Risk Factors](index=34&type=section&id=Item%201A.%20Risk%20Factors) No material changes occurred in the risk factors disclosed in the company's 2024 Form 10-K annual report - As of the date of this quarterly report, no material changes occurred in the risk factors disclosed in the company's Form 10-K annual report filed on March 22, 2024[160](index=160&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=34&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered equity securities were sold, and the use of IPO and private placement proceeds remains unchanged - No unregistered equity securities were sold for the three months ended March 31, 2024[161](index=161&type=chunk) - No material changes occurred in the planned use of proceeds from the initial public offering and private placement[161](index=161&type=chunk) [Item 3. Defaults Upon Senior Securities](index=34&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company has no defaults upon senior securities - The company has no defaults upon senior securities[162](index=162&type=chunk) [Item 4. Mine Safety Disclosures](index=34&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Mine safety disclosures are not applicable[163](index=163&type=chunk) [Item 5. Other Information](index=34&type=section&id=Item%205.%20Other%20Information) No Rule 10b5-1 or non-Rule 10b5-1 trading arrangements were adopted or terminated by directors or officers - No Rule 10b5-1 or non-Rule 10b5-1 trading arrangements were adopted or terminated by directors or officers for the three months ended March 31, 2024[164](index=164&type=chunk) [Item 6. Exhibits](index=35&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed or incorporated by reference, including key agreements and certification documents - Exhibits include the business combination agreement, exchange agreement, certificate of incorporation amendments, sponsor support agreement, subscription agreements, executive certifications, and XBRL data files[167](index=167&type=chunk)

IPO and Trust Account - The company completed its Initial Public Offering on November 9, 2021, raising gross proceeds of $300 million from the sale of 30 million units, including 2.5 million units from the underwriter's over-allotment option [20]. - A total of $306 million from the IPO and private placement was placed in a trust account, with an initial value of $10.20 per unit, which may be invested in U.S. government securities [22]. - The company has the obligation to complete a Business Combination with a fair market value equal to at least 80% of the net assets held in the Trust Account [24]. - Holders of 5,429,967 Class A ordinary shares redeemed their shares for cash at a redemption price of approximately $10.73 per share, totaling an aggregate redemption amount of $58,279,780 [32]. - If the initial Business Combination is not completed by August 9, 2024, Public Shareholders may receive approximately $10.20 per share or less upon liquidation [85]. - If the initial Business Combination is not completed within the required time period, public shareholders may receive approximately $10.20 per share upon liquidation of the Trust Account [129]. - If the initial Business Combination is not completed by August 9, 2024, shareholders may receive only approximately $10.20 per share upon liquidation [117]. - The per-share amount for shareholders may be reduced if liquidation claims deplete the Trust Account [110]. - The company’s Sponsor is liable for claims that reduce the Trust Account below $10.20 per public share, but there is no guarantee of sufficient funds to cover such obligations [106][107]. - The Trust Account may be reduced below $10.20 per public share if indemnification obligations are not enforced by the independent directors [108]. Business Combination Plans - The company entered into a Business Combination Agreement on March 11, 2024, with Blyvoor Gold Resources and Blyvoor Gold Operations, marking a significant step towards its initial Business Combination [39]. - The business combination transaction involves a merger with Merger Sub, resulting in Newco becoming a publicly traded company on NASDAQ under the name Aurous Resources [40]. - The initial Business Combination must involve assets with a fair market value equal to at least 80% of the net assets held in the Trust Account [72]. - The company intends to structure the initial Business Combination to acquire 100% of the target business's equity interests or assets [73]. - The company plans to target "green" metals and innovative mining technologies, emphasizing sustainability and competitive advantages [64]. - The acquisition strategy aims to leverage Orion's network to identify and acquire businesses in the metals and mining industry, focusing on value creation [62]. - The company may attempt to complete multiple Business Combinations simultaneously, which could increase costs and risks, negatively impacting operations and profitability [138]. - The company may incur substantial debt to complete a Business Combination, which could negatively impact financial condition and shareholder value [134]. - The company may face challenges in securing financing for operations or growth of the target business, which could adversely affect development [146]. - The company may need additional financing to complete the initial Business Combination or fund the target business's operations, which may not be available on acceptable terms [145]. Shareholder Rights and Approvals - The Company’s public shareholders will have the opportunity to redeem their shares in conjunction with the Rigel Stockholder Approval [48]. - The Sponsors have agreed to vote in favor of the Transactions and not to transfer any Newco Ordinary Shares for 12 months post-closing [54][55]. - Initial shareholders, directors, and officers have agreed to vote in favor of the initial Business Combination, potentially facilitating approval [79]. - The ability of Public Shareholders to redeem shares for cash may deter potential Business Combination targets, complicating negotiations [81]. - The company may seek shareholder approval for its initial Business Combination, with potential purchases of shares or warrants from public shareholders, which could influence voting outcomes and reduce public float [90]. - The absence of a specified maximum repurchase threshold may allow the company to complete a Business Combination that a majority of shareholders do not agree with [141]. - Amendments to the company's charter can be made with the approval of at least two-thirds of ordinary shares, facilitating easier completion of Business Combinations [143]. Risks and Challenges - The company anticipates intense competition from established entities, including private investors and other blank check companies, which may limit its financial resources for acquisitions [74]. - The company faces significant competition from other entities for Business Combination opportunities, which may limit its ability to acquire sizable target businesses due to relatively limited financial resources [95][96]. - The number of special purpose acquisition companies (SPACs) has increased, leading to heightened competition for attractive targets, potentially increasing costs and complicating the acquisition process [97][98]. - The COVID-19 pandemic and other global events may adversely affect the company's ability to complete a Business Combination [87]. - Adverse global or regional economic conditions, such as recession or inflation, could negatively impact the ability to find attractive target businesses [155]. - Geopolitical tensions, including sanctions related to Russia and trade restrictions with China, may adversely affect market conditions and business operations [157]. - The company may face litigation risks related to the identified material weakness in internal controls, which could adversely affect business operations and financial condition [208]. - The departure of key personnel from a target business post-Combination could negatively impact operations and profitability [166]. - Management's unfamiliarity with U.S. securities laws could lead to regulatory issues and operational challenges after the initial Business Combination [168]. Financial Reporting and Compliance - A material weakness in internal control over financial reporting was identified, which could adversely affect the accuracy and timeliness of financial reporting, impacting investor confidence [204]. - As of December 31, 2023, management concluded that disclosure controls and procedures were not effective, raising concerns about timely financial information reporting [205]. - The company lacks operating revenues and has no basis to evaluate its ability to achieve its business objective of completing an initial Business Combination [198]. - The company is classified as a "smaller reporting company," which allows it to provide only two years of audited financial statements until certain market value and revenue thresholds are met [203]. - The Sarbanes-Oxley Act compliance obligations may increase the time and costs of completing an acquisition, particularly for a blank check company [154]. - The company may be classified as a Passive Foreign Investment Company (PFIC), which could result in adverse U.S. federal income tax consequences for U.S. investors [200]. - The company has 15,000,000 public warrants and 14,000,000 private placement warrants classified as derivative liabilities, which may lead to significant fluctuations in financial results due to fair value changes [209]. - There is substantial doubt about the company's ability to continue as a "going concern," with significant costs expected in pursuit of acquisition plans [210]. Management and Governance - The company currently has four officers and does not plan to hire full-time employees before completing its initial Business Combination [75]. - Directors and officers are not required to commit full time to the company's affairs, which may negatively impact the ability to complete the initial Business Combination [173]. - Certain directors and officers may be affiliated with entities engaged in similar business activities, creating potential conflicts of interest [174]. - Business opportunities may be presented to other entities before being offered to the company, which could affect the selection of target businesses [175]. - The company has not adopted a policy to prohibit directors and officers from having financial interests in investments related to the company, leading to potential conflicts [176]. - Key personnel may negotiate employment or consulting agreements in connection with the initial Business Combination, potentially leading to conflicts of interest [172]. Securities and Market Conditions - The NYSE may delist the company's securities if certain financial and share price levels are not maintained, impacting trading ability [178]. - If securities are delisted and not listed on another exchange, it could lead to reduced liquidity and limited market quotations [179]. - The company may amend the terms of the warrants with the approval of at least 65% of the outstanding public warrants, which could adversely affect holders [184]. - The company plans to file a post-effective amendment to the registration statement covering the issuance of Class A ordinary shares within 60 business days after the initial Business Combination [182]. - The company has the ability to redeem outstanding warrants at a price of $0.01 per warrant if the Reference Value equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period [185]. - Holders of warrants may receive fewer Class A ordinary shares upon exercise if the company requires a cashless exercise, potentially reducing the investment's upside [187]. - Each Unit contains one-half of one redeemable warrant, which may make the Units worth less compared to other blank check companies that include a whole warrant [188]. - The company has issued 15 million warrants to purchase Class A ordinary shares at a price of $11.50 per share, which may affect the market price and complicate future Business Combinations [150].

Financial Position - As of September 30, 2023, the company had cash held in the Trust Account amounting to approximately $266.6 million[130]. - As of September 30, 2023, the Class A ordinary shares subject to possible redemption amount to approximately $266,639,182, classified as temporary equity[149]. - The Company has no long-term debt or off-balance sheet financing arrangements as of September 30, 2023, except for a monthly fee of $10,000 for office space and services[141][142]. Income and Expenses - The company reported a net income of $4,359,181 for the nine months ended September 30, 2023, primarily due to interest income of $10,481,777 from marketable securities[125]. - The company experienced a loss in fair value of derivative liabilities totaling $5,177,713 for the nine months ended September 30, 2023[125]. - The company incurred operating costs of $1,016,980 for the nine months ended September 30, 2023[125]. - As of September 30, 2023, the company had cash used in operating activities amounting to $319,511[131]. Business Combination and Future Plans - The company extended the deadline to complete its initial Business Combination to August 9, 2024, following Charter Amendments approved on August 7, 2023[116]. - The company has not generated any operating revenues since its inception on April 6, 2021, and does not expect to do so until after completing its initial Business Combination[124]. - The company intends to use funds held in the Trust Account to complete its initial Business Combination and for working capital to finance operations of the target business[136]. - The Company has incurred significant costs related to its acquisition plans and has less than 12 months to complete a Business Combination, raising substantial doubt about its ability to continue as a going concern[140]. Financing and Capital Structure - The company raised gross proceeds of $275 million from its Initial Public Offering on November 9, 2021[127]. - The Company has entered into a Working Capital Loan agreement with the Sponsor for up to $1,500,000, with advances of $300,000, $250,000, and $200,000 made on May 20, 2022, February 21, 2023, and September 29, 2023, respectively[139]. - The underwriter is entitled to a deferred underwriting commission of $10,500,000, which will be waived if the Company does not complete a Business Combination[143]. Accounting and Reporting - The Company has recognized a measurement adjustment for redeemable Class A ordinary shares from initial book value to redemption amount value immediately upon the closing of the Initial Public Offering[150]. - The Company accounts for its convertible promissory notes at fair value, with changes recognized as non-cash gains or losses[152]. - The Company evaluates its financial instruments to determine if they are derivatives, with changes in fair value reported in the statements of operations[153]. - The Company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[157]. - The Company has not opted out of the extended transition period for new or revised financial accounting standards, which may affect comparability with other public companies[158].

PART I. FINANCIAL INFORMATION [Item 1. Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) This section presents the unaudited condensed financial statements for Rigel Resource Acquisition Corp, including balance sheets, statements of operations, changes in shareholders' deficit, and cash flows, along with comprehensive notes detailing accounting policies, related party transactions, commitments, and subsequent events [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets%20as%20of%20June%2030%2C%202023%20(Unaudited)%20and%20December%2031%2C%202022%20(Audited)) The condensed balance sheets provide a snapshot of the company's financial position, showing an increase in total assets and liabilities, and a growing shareholders' deficit, primarily driven by investments in the trust account and convertible notes Condensed Balance Sheets Data | Metric | June 30, 2023 (Unaudited) | December 31, 2022 (Audited) | | :----------------------------------- | :-------------------------- | :-------------------------- | | Cash | $31,549 | $109,595 | | Prepaid expenses | $194,597 | $481,630 | | Total Current Assets | $226,146 | $591,225 | | Investments held in the Trust Account | $320,526,875 | $310,488,798 | | Total Assets | $320,753,021 | $311,080,023 | | Accounts payable and accrued expenses | $563,561 | $405,882 | | Accrued offering costs | $378,324 | $393,324 | | Advances from related parties | $- | $99,722 | | Convertible promissory notes - related party | $2,820,443 | $236,300 | | Total Current Liabilities | $3,762,328 | $1,135,228 | | Derivative liabilities | $6,733,182 | $4,945,845 | | Deferred underwriting commission | $10,500,000 | $10,500,000 | | Total Liabilities | $20,995,510 | $16,581,073 | | Class A ordinary shares subject to possible redemption | $320,526,875 | $310,488,798 | | Total Shareholders' Deficit | $(20,769,364) | $(15,989,848) | - Total Assets increased by **$9.67 million** from December 31, 2022, to June 30, 2023, primarily due to an increase in investments held in the Trust Account[9](index=9&type=chunk) - Convertible promissory notes from related parties saw a substantial increase of **$2.58 million**, reaching **$2,820,443** as of June 30, 2023[9](index=9&type=chunk) [Condensed Statements of Operations](index=5&type=section&id=Condensed%20Statements%20of%20Operations%20for%20the%20three%20and%20six%20months%20ended%20June%2030%2C%202023%20and%202022) The statements of operations show a decrease in net income for both the three and six months ended June 30, 2023, compared to the prior year, mainly due to a shift from gains to losses in the fair value of derivative liabilities, despite increased interest income from the Trust Account Condensed Statements of Operations Data | Metric | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :------------------------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | | Administrative fee – related party | $30,000 | $30,000 | $60,000 | $60,000 | | General and administrative | $255,146 | $261,571 | $598,036 | $635,153 | | TOTAL EXPENSES | $285,146 | $291,571 | $658,036 | $695,153 | | Income earned on Investments held in Trust Account | $3,718,283 | $434,608 | $7,038,077 | $459,582 | | Change in fair value of convertible notes payable – related party | $(25,624) | $74,277 | $(26,792) | $74,277 | | Change in fair value of derivative liabilities | $(126,825) | $5,503,204 | $(1,787,337) | $11,256,287 | | TOTAL OTHER INCOME, NET | $3,565,834 | $6,012,089 | $5,223,948 | $11,790,146 | | Net Income | $3,280,688 | $5,720,518 | $4,565,912 | $11,094,993 | | Basic and diluted net income per share of Class A common stock | $0.09 | $0.14 | $0.12 | $0.28 | | Basic and diluted net income per share of Class B common stock | $0.09 | $0.14 | $0.12 | $0.28 | - Net Income decreased by **42.6%** for the three months ended June 30, 2023, and by **58.8%** for the six months ended June 30, 2023, compared to the same periods in 2022[11](index=11&type=chunk) - Income earned on Investments held in Trust Account increased significantly by **755.5%** for the six months ended June 30, 2023, reaching **$7,038,077**[11](index=11&type=chunk) [Condensed Statements of Changes in Shareholders' Deficit](index=6&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Shareholders'%20Deficit%20for%20the%20six%20months%20ended%20June%2030%2C%202023%20and%202022) The statements of changes in shareholders' deficit illustrate the factors impacting equity, primarily showing an increase in the accumulated deficit due to the accretion of Class A ordinary shares to redemption value, partially offset by net income Condensed Statements of Changes in Shareholders' Deficit Data | Metric | January 1, 2023 | March 31, 2023 | June 30, 2023 | | :------------------------------------------------- | :---------------- | :--------------- | :-------------- | | Balance (Shareholders' Deficit) | $(15,989,848) | $(17,971,409) | $(20,769,364) | | Related party Note Proceeds in excess of fair value | - | $53,009 | $639,640 | | Remeasurement of Class A ordinary shares | - | $(53,009) | $(639,640) | | Current period accretion of Class A ordinary shares to redemption value | - | $(3,319,794) | $(6,718,283) | | Net income | - | $1,285,224 | $3,280,688 | - The total Shareholders' Deficit increased from **$(15,989,848)** at January 1, 2023, to **$(20,769,364)** at June 30, 2023[13](index=13&type=chunk) - Accretion of Class A ordinary shares to redemption value was a significant charge, totaling **$(10,038,077)** for the six months ended June 30, 2023[13](index=13&type=chunk) [Condensed Statements of Cash Flows](index=7&type=section&id=Condensed%20Statements%20of%20Cash%20Flows%20for%20the%20six%20months%20ended%20June%2030%2C%202023%20and%202022) The condensed statements of cash flows show a decrease in cash used in operating activities and a significant increase in cash provided by financing activities for the six months ended June 30, 2023, primarily due to proceeds from convertible promissory notes, while investing activities included a new deposit into the trust account Condensed Statements of Cash Flows Data | Cash Flow Activity | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :----------------------------------- | :------------------------------- | :------------------------------- | | Net income | $4,565,912 | $11,094,993 | | Investment income earned on investments held in the Trust Account | $(7,038,077) | $(459,582) | | Change in fair value of derivative liabilities | $1,787,337 | $(11,256,287) | | Change in fair value of convertible promissory notes – related party | $26,792 | $(74,277) | | Net Cash Used In Operating Activities | $(213,324) | $(1,327,247) | | Cash deposited into trust account | $(3,000,000) | $- | | Net Cash Used In Investing Activities | $(3,000,000) | $- | | Repayment of advances from related parties | $(99,722) | $- | | Proceeds from convertible promissory notes – related party | $3,250,000 | $300,000 | | Payment of offering costs | $(15,000) | $(411,331) | | Net Cash Provided By (Used In) Financing Activities | $3,135,278 | $(111,331) | | Net change in cash | $(78,046) | $(1,438,578) | | Cash at end of period | $31,549 | $237,023 | - Net cash used in operating activities decreased significantly from **$(1,327,247)** in 2022 to **$(213,324)** in 2023[16](index=16&type=chunk) - Net cash provided by financing activities was **$3,135,278** for the six months ended June 30, 2023, primarily driven by **$3,250,000** in proceeds from convertible promissory notes[16](index=16&type=chunk) [Notes to Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) These notes provide essential context and detailed disclosures for the financial statements, covering the company's nature, significant accounting policies, related party transactions, commitments, and subsequent events, which are crucial for understanding its financial position and performance [NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN](index=8&type=section&id=NOTE%201.%20DESCRIPTION%20OF%20ORGANIZATION%20AND%20BUSINESS%20OPERATIONS%20AND%20GOING%20CONCERN) Rigel Resource Acquisition Corp is a blank check company formed to complete a business combination, having raised significant capital through an IPO and private placement. The company faces substantial doubt about its ability to continue as a going concern due to the limited time remaining to complete an acquisition and ongoing costs - The Company was incorporated on April 6, 2021, as a blank check company to effect a Business Combination[19](index=19&type=chunk) - The Initial Public Offering (IPO) on November 9, 2021, generated gross proceeds of **$275,000,000** from **27,500,000** units[21](index=21&type=chunk) - Shareholders approved an extension of the Business Combination period from August 9, 2023, to August 9, 2024, at a Special Meeting on August 7, 2023[27](index=27&type=chunk) - The Company has incurred significant costs and has less than 12 months to complete a Business Combination, raising substantial doubt about its ability to continue as a going concern[36](index=36&type=chunk) [NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=11&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This section outlines the company's key accounting policies, including its status as an emerging growth company, the use of estimates, and the treatment of investments in the trust account, redeemable Class A ordinary shares, income taxes, convertible promissory notes, and derivative financial instruments - The Company is an 'emerging growth company' and has elected to use the extended transition period for new or revised financial accounting standards[40](index=40&type=chunk)[41](index=41&type=chunk) - Significant estimates and assumptions include the fair value of related party convertible notes and changes in fair value of derivative liabilities[43](index=43&type=chunk) - Class A ordinary shares subject to possible redemption are classified as temporary equity and adjusted to redemption value at each reporting period[45](index=45&type=chunk)[46](index=46&type=chunk) - Convertible promissory notes and derivative instruments (warrants, Forward Purchase Agreement) are recorded at fair value, with changes recognized in the statements of operations[54](index=54&type=chunk)[55](index=55&type=chunk)[56](index=56&type=chunk) [NOTE 3. INITIAL PUBLIC OFFERING](index=15&type=section&id=NOTE%203.%20INITIAL%20PUBLIC%20OFFERING) The Initial Public Offering involved the sale of 30,000,000 units at $10.00 each, generating $300,000,000, with each unit comprising one Class A ordinary share and one-half of one redeemable warrant - The Company sold **30,000,000** Units at **$10.00** per Unit, generating gross proceeds of **$300,000,000**[60](index=60&type=chunk) - Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant, exercisable at **$11.50** per share[60](index=60&type=chunk) [NOTE 4. PRIVATE PLACEMENT](index=15&type=section&id=NOTE%204.%20PRIVATE%20PLACEMENT) Simultaneously with the IPO, the company completed a private placement of 14,000,000 Private Placement Warrants at $1.00 each, raising $14,000,000, with proceeds allocated to the Trust Account - **14,000,000** Private Placement Warrants were sold at **$1.00** per warrant, generating **$14,000,000** in gross proceeds[61](index=61&type=chunk) - Proceeds from the Private Placement were added to the Trust Account and will be used to fund the redemption of Public Shares if a Business Combination is not completed[62](index=62&type=chunk) - Private Placement Warrants are subject to transfer restrictions until 30 days after the completion of an Initial Business Combination[63](index=63&type=chunk) [NOTE 5. RELATED PARTY TRANSACTIONS](index=17&type=section&id=NOTE%205.%20RELATED%20PARTY%20TRANSACTIONS) This note details various transactions with related parties, including the issuance and transfer of Founder Shares, administrative fees paid to the Sponsor, and significant convertible promissory notes (Working Capital Loans and the First Extension Loan) provided by the Sponsor - The Sponsor received **7,500,000** Class B ordinary shares (Founder Shares) and transferred some to independent directors and the President[64](index=64&type=chunk)[65](index=65&type=chunk) - The Company pays the Sponsor **$10,000** per month for administrative support; **$60,000** was recorded for the six months ended June 30, 2023[68](index=68&type=chunk) - Working Capital Loans from the Sponsor totaled **$550,000** outstanding as of June 30, 2023, and the Sponsor advanced **$3,000,000** under the First Extension Loan on May 8, 2023[71](index=71&type=chunk)[72](index=72&type=chunk)[73](index=73&type=chunk) - The fair value of the convertible notes was **$2,820,443** at June 30, 2023, with a change in fair value of **$665,857** for the six months ended June 30, 2023[74](index=74&type=chunk) [NOTE 6. COMMITMENTS AND CONTINGENCIES](index=19&type=section&id=NOTE%206.%20COMMITMENTS%20AND%20CONTINGENCIES) This section outlines the company's commitments and potential liabilities, including registration rights for certain shareholders, a deferred underwriting commission contingent on a business combination, the Forward Purchase Agreement with an affiliate of the Sponsor, and legal fees contingent on a business combination - Holders of Founder Shares, Private Placement Units, and warrants from Working Capital Loans are entitled to registration rights[76](index=76&type=chunk) - A deferred underwriting fee of **$10,500,000** is payable upon the completion of a Business Combination[78](index=78&type=chunk) - The Company has a Forward Purchase Agreement with Orion Mine Finance for up to **5,000,000** units, contingent on a Business Combination[80](index=80&type=chunk) - The Forward Purchase Agreement is classified as a derivative liability, with a fair value of **$3,714,282** as of June 30, 2023[83](index=83&type=chunk) [NOTE 7. SHAREHOLDERS' DEFICIT](index=20&type=section&id=NOTE%207.%20SHAREHOLDERS'%20DEFICIT) This note details the authorized and outstanding share capital, including Preferred, Class A, and Class B ordinary shares, outlining their par values, voting rights, and the conversion mechanism for Class B shares upon a business combination - The Company is authorized to issue **5,000,000** Preferred shares (none issued), **500,000,000** Class A ordinary shares (**30,000,000** issued and outstanding, classified as temporary equity), and **50,000,000** Class B ordinary shares (**7,500,000** issued and outstanding)[85](index=85&type=chunk)[86](index=86&type=chunk)[87](index=87&type=chunk) - Class B ordinary shares automatically convert into Class A ordinary shares on a one-for-one basis upon a Business Combination, subject to adjustment[89](index=89&type=chunk) [NOTE 8. WARRANTS](index=22&type=section&id=NOTE%208.%20WARRANTS) This section describes the terms of the Public Warrants and Private Placement Warrants, including their exercisability, redemption conditions, and the accounting classification of all warrants as liabilities due to specific provisions - Public Warrants become exercisable 30 days after a Business Combination or 12 months from the IPO closing, expiring five years after a Business Combination[90](index=90&type=chunk) - The Company may redeem Public Warrants under two conditions: if the Class A ordinary share price equals or exceeds **$18.00** (at **$0.01** per warrant) or **$10.00** (at **$0.10** per warrant, with cashless exercise option and concurrent Private Placement Warrant exchange)[93](index=93&type=chunk)[94](index=94&type=chunk)[95](index=95&type=chunk)[98](index=98&type=chunk) - All **29,000,000** warrants (**15,000,000** Public and **14,000,000** Private Placement Warrants) are classified as liabilities in accordance with ASC 815-40[97](index=97&type=chunk) [NOTE 9. FAIR VALUE MEASUREMENTS](index=25&type=section&id=NOTE%209.%20FAIR%20VALUE%20MEASUREMENTS) This note details the fair value measurements of the company's financial assets and liabilities, categorizing them into a three-tier hierarchy (Level 1, 2, or 3) based on the observability of inputs, and provides a summary of changes in Level 3 fair values - The fair value hierarchy categorizes inputs as Level 1 (quoted prices in active markets), Level 2 (observable inputs other than Level 1), and Level 3 (unobservable inputs)[57](index=57&type=chunk)[63](index=63&type=chunk)[150](index=150&type=chunk) Fair Value Measurements Data | Description | Level | June 30, 2023 | December 31, 2022 | | :----------------------------------- | :---- | :-------------- | :---------------- | | Marketable securities held in the Trust Account | 1 | $320,526,875 | $310,488,798 | | Convertible promissory notes - related party | 3 | $2,820,443 | $236,300 | | Warrant liability - Private Placement Warrants | 2 | $1,457,400 | $1,400,000 | | Warrant liability - Public Warrants | 1 | $1,561,500 | $1,500,000 | | Forward Purchase Agreement | 3 | $3,714,282 | $2,045,845 | | Total Derivative liabilities | | $6,733,182 | $4,945,845 | - Key inputs for Level 3 valuations (Convertible Promissory Notes and Forward Purchase Agreement) include volatility, risk-free interest rate, expected life, and an **80%** probability of business combination[106](index=106&type=chunk)[107](index=107&type=chunk) [NOTE 10. SUBSEQUENT EVENTS](index=27&type=section&id=NOTE%2010.%20SUBSEQUENT%20EVENTS) This note discloses significant events after the balance sheet date, including shareholder approval to extend the business combination period to August 9, 2024, the redemption of 5,429,967 Class A ordinary shares, and the Sponsor's Second Extension Loan of $248,387.10 to the Trust Account - Shareholders approved charter amendments on August 7, 2023, extending the Business Combination deadline to August 9, 2024, and eliminating the net tangible assets redemption limitation[109](index=109&type=chunk) - **5,429,967** Class A ordinary shares were redeemed for approximately **$58,279,780**, leaving **$263,710,001** in the Trust Account[112](index=112&type=chunk) - On August 9, 2023, the Sponsor advanced **$248,387.10** to the Trust Account under the Second Extension Loan, with potential monthly contributions up to **$4,200,000**[113](index=113&type=chunk)[114](index=114&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=29&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition and results of operations, highlighting recent developments such as the extension of the business combination period, share redemptions, and the impact of fair value changes on net income, while reiterating liquidity challenges and critical accounting policies [Cautionary Note Regarding Forward-Looking Statements](index=29&type=section&id=Cautionary%20Note%20Regarding%20Forward-Looking%20Statements) This section advises readers that the report contains forward-looking statements based on current expectations, which are subject to known and unknown risks, uncertainties, and assumptions that could cause actual results to differ materially - The report includes forward-looking statements based on current expectations and projections about future events[117](index=117&type=chunk) - Actual results, levels of activity, performance, or achievements may differ materially due to known and unknown risks, uncertainties, and assumptions[117](index=117&type=chunk) [Overview](index=29&type=section&id=Overview) Rigel Resource Acquisition Corp is a blank check company established to pursue a business combination, with a specific focus on targets within the global mining industry, including those involved in 'green' and battery metals - The Company is a blank check company incorporated on April 6, 2021, for the purpose of effecting a Business Combination[118](index=118&type=chunk) - The Company intends to pursue an initial Business Combination with a target in the global mining industry, including 'green' and/or battery metals and industrial minerals mining operators[118](index=118&type=chunk) [Recent Developments](index=29&type=section&id=Recent%20Developments) Recent developments include the approval of charter amendments to extend the business combination period to August 9, 2024, the redemption of a significant number of Class A ordinary shares, and the Sponsor's provision of additional promissory notes to the Trust Account [Business Combination Period Extension](index=29&type=section&id=Business%20Combination%20Period%20Extension) Shareholders approved a special resolution to amend the Company's charter, extending the deadline for completing an initial Business Combination from August 9, 2023, to August 9, 2024, and removing the net tangible assets redemption limitation - Shareholders approved an amendment to the Charter to extend the Business Combination deadline from August 9, 2023, to August 9, 2024[119](index=119&type=chunk) - The amendment also eliminated the limitation that the Company may not redeem Public Shares if it would cause net tangible assets to be less than **$5,000,001**[119](index=119&type=chunk) [Redemption of Class A Ordinary Shares](index=30&type=section&id=Redemption%20of%20Class%20A%20Ordinary%20Shares) In connection with the vote to approve the Charter Amendments, holders of 5,429,967 Class A ordinary shares exercised their redemption rights, resulting in an aggregate redemption amount of approximately $58.3 million and leaving $263.7 million in the Trust Account - **5,429,967** Class A ordinary shares were redeemed for cash at approximately **$10.73** per share[122](index=122&type=chunk) - The aggregate redemption amount was approximately **$58,279,780**[122](index=122&type=chunk) - Approximately **$263,710,001** remained in the Trust Account after the redemptions[122](index=122&type=chunk) [Promissory Notes](index=30&type=section&id=Promissory%20Notes) The Sponsor advanced $248,387.10 to the Trust Account under the Second Extension Loan, agreeing to further monthly contributions up to $4,200,000 to support the extended business combination period, with a portion convertible into warrants - On August 9, 2023, the Sponsor advanced **$248,387.10** to the Trust Account under the Second Extension Loan[124](index=124&type=chunk) - The Sponsor agreed to contribute up to **$0.03** per non-redeemed Public Share or **$350,000** monthly, with a maximum aggregate of **$4,200,000**, until August 9, 2024[125](index=125&type=chunk) - Up to **$1,500,000** of these contributions can be settled in whole warrants to purchase Class A ordinary shares at **$1.00** per warrant[125](index=125&type=chunk) [Results of Operations](index=31&type=section&id=Results%20of%20Operations) The company has not generated operating revenues since inception, with net income primarily derived from interest income on trust account investments and significantly impacted by changes in the fair value of derivative liabilities and convertible notes, showing a decrease in net income year-over-year - The Company has not engaged in any operations or generated any operating revenues since its inception on April 6, 2021[128](index=128&type=chunk) Results of Operations Data | Metric | Three Months Ended June 30, 2023 | Six Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2022 | | :----------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | | Net Income | $3,280,688 | $4,565,912 | $5,720,518 | $11,094,993 | | Income earned on Investments held in Trust Account | $3,718,283 | $7,038,077 | $434,608 | $459,582 | | Change in fair value of derivative liabilities | $(126,825) | $(1,787,337) | $5,503,204 | $11,256,287 | | Change in fair value of convertible notes | $(25,624) | $(26,792) | $74,277 | $74,277 | - Net income for the six months ended June 30, 2023, was **$4,565,912**, a decrease from **$11,094,993** in the prior year, primarily due to a loss in fair value of derivative liabilities[129](index=129&type=chunk)[130](index=130&type=chunk) [Liquidity and Capital Resources](index=31&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity is primarily supported by funds in the trust account from its IPO and private placement, supplemented by Sponsor loans. Despite these resources, the company faces substantial doubt about its ability to continue as a going concern due to ongoing acquisition costs and the deadline for completing a business combination - The Company consummated an IPO of **27,500,000** Units for **$275,000,000** and a Private Placement of **14,000,000** warrants for **$14,000,000**[131](index=131&type=chunk)[132](index=132&type=chunk) - As of June 30, 2023, marketable securities held in the trust account totaled **$320,526,875**[134](index=134&type=chunk) - Cash used in operating activities for the six months ended June 30, 2023, was **$213,324**, a decrease from **$1,327,247** in the prior year[135](index=135&type=chunk)[136](index=136&type=chunk) - The Company has less than 12 months to complete a Business Combination, and its current liquidity raises substantial doubt about its ability to continue as a going concern[141](index=141&type=chunk) [Off-balance Sheet Financing Arrangements](index=32&type=section&id=Off-balance%20Sheet%20Financing%20Arrangements) The company confirms that it has no off-balance sheet financing arrangements, special purpose entities, or guarantees of debt as of June 30, 2023 - The Company has no obligations, assets, or liabilities that would be considered off-balance sheet arrangements as of June 30, 2023[142](index=142&type=chunk) [Contractual Obligations](index=33&type=section&id=Contractual%20Obligations) The company's contractual obligations include a monthly administrative fee to an affiliate of its Sponsor, a deferred underwriting commission contingent on a business combination, and commitments under a Forward Purchase Agreement - The Company has an agreement to pay an affiliate of its Sponsor a monthly fee of **$10,000** for office space, administrative, and support services[144](index=144&type=chunk) - A deferred underwriting commission of **$10,500,000** is payable to the underwriter upon the completion of an initial Business Combination[145](index=145&type=chunk) - The Company entered into a Forward Purchase Agreement with Orion Mine Finance for the purchase of up to **5,000,000** units, contingent on a Business Combination[146](index=146&type=chunk) - Approximately **$378,300** in legal fees are contingent upon the consummation of a Business Combination[145](index=145&type=chunk) [Critical Accounting Policies and Estimates](index=33&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) This section reiterates the company's critical accounting estimates and policies, particularly focusing on fair value measurements for complex financial instruments like convertible notes and derivative liabilities, and its status as an emerging growth company [Fair value measurements](index=33&type=section&id=Fair%20value%20measurements) Fair value is defined as the price for an orderly transaction between market participants, and the company utilizes a three-tier hierarchy (Level 1, 2, or 3) to prioritize inputs for measuring fair value, aiming to maximize observable inputs - Fair value is defined as the price received for selling an asset or paid to transfer a liability in an orderly transaction[148](index=148&type=chunk) - The Company uses a three-tier fair value hierarchy: Level 1 (quoted prices in active markets), Level 2 (observable inputs other than Level 1), and Level 3 (unobservable inputs)[148](index=148&type=chunk)[150](index=150&type=chunk) [Class A ordinary shares subject to possible redemption](index=34&type=section&id=Class%20A%20ordinary%20shares%20subject%20to%20possible%20redemption) Class A ordinary shares with redemption rights are classified as temporary equity and their carrying value is adjusted to equal the redemption value at the end of each reporting period - Class A ordinary shares subject to possible redemption are classified as temporary equity[151](index=151&type=chunk) - The carrying value of redeemable Class A ordinary shares is adjusted to equal the redemption value at the end of each reporting period[152](index=152&type=chunk) [Net income per share](index=34&type=section&id=Net%20income%20per%20share) Net income per share is calculated using the two-class method, with basic and diluted earnings per share being the same because warrants are considered anti-dilutive - Net income per share is computed by dividing net income by the weighted average number of ordinary shares using the two-class method[153](index=153&type=chunk) - Diluted earnings per ordinary share is the same as basic earnings per ordinary share because warrants are anti-dilutive[153](index=153&type=chunk) [Convertible Promissory Notes](index=34&type=section&id=Convertible%20Promissory%20Notes) The company accounts for its convertible promissory notes using the fair value option under ASC 825, recording them at initial fair value and subsequently recognizing changes in fair value as non-cash gains or losses in the statements of operations - Convertible promissory notes are accounted for under ASC 815, with the fair value option elected under ASC 825[154](index=154&type=chunk) - Changes in the estimated fair value of the notes are recognized as a non-cash gain or loss on the condensed statements of operations[154](index=154&type=chunk) [Derivative Financial Instruments](index=34&type=section&id=Derivative%20Financial%20Instruments) The company classifies its Public Warrants, Private Placement Warrants, and Forward Purchase Agreement as derivative instruments, measuring them at fair value at issuance and each reporting date, with changes recognized in the statements of operations - Public Warrants, Private Placement Warrants, and the Forward Purchase Agreement are determined to be derivative instruments[155](index=155&type=chunk) - These derivative instruments are measured at fair value at issuance and each reporting date, with changes recognized in the condensed statements of operations[155](index=155&type=chunk) [Warrant Instruments](index=35&type=section&id=Warrant%20Instruments) Public Warrants, Private Placement Warrants, and the Forward Purchase Agreement are classified as liabilities at fair value and re-measured at each balance sheet date, with changes in fair value recognized in the statements of operations - The Public Warrants, Private Placement Warrants, and Forward Purchase Agreement are classified as liabilities at fair value[157](index=157&type=chunk) - These liabilities are re-measured at each balance sheet date, and any change in fair value is recognized in the Company's statements of operations[157](index=157&type=chunk) [Recent Accounting Standards](index=35&type=section&id=Recent%20Accounting%20Standards) Management believes that no recently issued, but not yet effective, accounting standards would have a material effect on the company's financial statements if currently adopted - Management does not believe that any recently issued, but not yet effective, accounting standards would have a material effect on the Company's financial statements[158](index=158&type=chunk) [Emerging Growth Company](index=35&type=section&id=Emerging%20Growth%20Company) The company is an 'emerging growth company' under the JOBS Act, allowing it to take advantage of certain exemptions from reporting requirements and an extended transition period for new accounting standards, which may affect comparability with other public companies - The Company is an 'emerging growth company' as defined in Section 2(a) of the Securities Act[159](index=159&type=chunk) - The Company has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards[160](index=160&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=35&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, Rigel Resource Acquisition Corp is exempt from providing quantitative and qualitative disclosures about market risk - The Company is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk[161](index=161&type=chunk) [Item 4. Controls and Procedures](index=36&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were not effective as of June 30, 2023, due to a material weakness in accounting for complex financial instruments, and is implementing remediation efforts [Evaluation of Disclosure Controls and Procedures](index=36&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) Management identified a material weakness in internal controls over financial reporting related to the proper presentation of financial statements for complex financial instruments, leading to a conclusion that disclosure controls and procedures were not effective as of June 30, 2023 - Management concluded that disclosure controls and procedures were not effective as of June 30, 2023[163](index=163&type=chunk) - A material weakness was identified in the Company's processes to ensure financial statements were properly presented in accordance with GAAP, particularly for complex financial instruments[163](index=163&type=chunk) - Remediation efforts include devoting additional resources, enhancing evaluation processes for complex accounting standards, and adding management oversight[164](index=164&type=chunk) [Changes in Internal Control over Financial Reporting](index=36&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) No material changes in internal control over financial reporting occurred during the fiscal quarter ended June 30, 2023, other than the circumstances related to the identified material weakness - There was no change in internal control over financial reporting that materially affected, or is reasonably likely to materially affect, internal control over financial reporting during the fiscal quarter ended June 30, 2023, other than the circumstances described in the evaluation of disclosure controls[167](index=167&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings](index=37&type=section&id=Item%201.%20Legal%20Proceedings) The company reports that there are no legal proceedings - There are no legal proceedings[170](index=170&type=chunk) [Item 1A. Risk Factors](index=37&type=section&id=Item%201A.%20Risk%20Factors) This section refers to previously disclosed risk factors and emphasizes the substantial doubt about the company's ability to continue as a going concern, highlighting the potential for liquidation if a business combination is not completed by August 9, 2024 - The Company's financial statements include a disclosure regarding the substantial doubt about its ability to continue as a 'going concern'[172](index=172&type=chunk) - If a Business Combination is not consummated by August 9, 2024, the Company will cease operations, redeem **100%** of Public Shares, and liquidate, with warrants expiring worthless[173](index=173&type=chunk) - No material changes to the risk factors disclosed in prior SEC filings, except as described in this report[171](index=171&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=37&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reports no unregistered sales of equity securities during the three and six months ended June 30, 2023, and confirms no material change in the planned use of proceeds from its Initial Public Offering and Private Placement - There were no unregistered sales of equity securities during the three and six months ended June 30, 2023[174](index=174&type=chunk) - There has been no material change in the planned use of the proceeds from the Initial Public Offering and Private Placement[174](index=174&type=chunk) [Item 3. Defaults Upon Senior Securities](index=38&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - There are no defaults upon senior securities[175](index=175&type=chunk) [Item 4. Mine Safety Disclosures](index=38&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[176](index=176&type=chunk) [Item 5. Other Information](index=38&type=section&id=Item%205.%20Other%20Information) The company reports that no director or officer adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the three and six months ended June 30, 2023 - No director or officer adopted or terminated a 'Rule 10b5-1 trading arrangement' or 'non-Rule 10b5-1 trading arrangement' during the three and six months ended June 30, 2023[177](index=177&type=chunk) [Item 6. Exhibits](index=39&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed as part of, or incorporated by reference into, the Quarterly Report on Form 10-Q, including charter amendments, convertible promissory notes, and certifications - Exhibits include amendments to the Company's Amended and Restated Memorandum and Articles of Association (3.1, 3.2)[180](index=180&type=chunk) - Convertible Promissory Notes with Rigel Resource Acquisition Holding LLC (10.1, 10.2) are filed as exhibits[180](index=180&type=chunk) - Certifications of the Principal Executive Officer and Principal Financial Officer (31.1, 31.2, 32.1, 32.2) are included[180](index=180&type=chunk) [SIGNATURE](index=40&type=section&id=SIGNATURE) The report is duly signed on behalf of Rigel Resource Acquisition Corp by its Chief Executive Officer, Jonathan Lamb, and Chief Financial Officer, Jeff Feeley, on August 15, 2023 - The report was signed by Jonathan Lamb, Chief Executive Officer, and Jeff Feeley, Chief Financial Officer, on August 15, 2023[186](index=186&type=chunk)

Financial Performance - As of March 31, 2023, the company reported a net income of $1,285,224, primarily due to interest income of $3,319,794 on marketable securities held in the trust account [112]. - The company has not generated any operating revenues since its inception on April 6, 2021, and does not expect to do so until after completing its initial Business Combination [111]. - The company incurred cash used in operating activities of $161,277 for the three months ended March 31, 2023, compared to $1,212,077 for the same period in 2022 [117]. Marketable Securities - The company had marketable securities held in the trust account amounting to $313,808,592, consisting of U.S. Treasury Bills with a maturity of 180 days or less [117]. - The company completed its Initial Public Offering on November 9, 2021, raising gross proceeds of $275,000,000 from the sale of 27,500,000 Units [114]. Business Combination and Financing - The company has a Working Capital Loan agreement with the Sponsor for up to $1,500,000, which may be converted into warrants at a price of $1.00 per warrant [121]. - The company has incurred significant costs in pursuit of its acquisition plans and has less than 12 months to complete a Business Combination, raising concerns about its ability to continue as a going concern [122]. - The company has a deferred underwriting commission of $10,500,000, which will be waived if the initial Business Combination is not completed [125]. - The company entered into a Forward Purchase Agreement to purchase up to 5,000,000 Units at $11.50 per share, subject to customary closing conditions [126]. Accounting and Reporting - The Company accounts for its convertible promissory note under ASC 815, recognizing changes in estimated fair value as non-cash gains or losses on the statements of operations [135]. - Derivative instruments, including Public Warrants and Private Placement Warrants, are recorded at fair value and re-valued at each reporting date, with changes reported in the statements of operations [136]. - The Public Warrants and Private Placement Warrants are classified as liabilities and re-measured at fair value at each reporting period until exercised or expired [137]. - The Company is classified as an "emerging growth company" under the JOBS Act, allowing it to take advantage of certain reporting exemptions [139]. - The Company has elected not to opt out of the extended transition period for new accounting standards, which may complicate financial statement comparisons with other public companies [140]. - Management does not anticipate that recently issued accounting standards will have a material effect on the Company's financial statements [138]. - The Company is classified as a smaller reporting company and is not required to provide certain market risk disclosures [141].

IPO and Trust Account - The company completed its Initial Public Offering (IPO) on November 9, 2021, raising gross proceeds of $300 million from the sale of 30 million units, including an over-allotment of 2.5 million units[20]. - Following the IPO, $306 million was placed in a Trust Account, which may be invested in U.S. government securities or money market funds until a Business Combination is completed[22]. - Public Shareholders can redeem their shares for a pro rata portion of the Trust Account, initially valued at $10.20 per share, with potential increases for extensions[25]. - If the initial Business Combination is not completed within 18 months (or up to 24 months with extensions), Public Shareholders may receive approximately $10.20 per share or less upon liquidation[49]. - The Trust Account may be reduced below $10.20 per public share due to third-party claims, affecting shareholder redemption amounts[69]. - The Sponsor is liable for claims that reduce Trust Account funds below $10.20 per public share, but may not have sufficient assets to cover these obligations[71]. - If the Trust Account proceeds are reduced below $10.20 per share, the funds available for initial Business Combination and redemptions could be significantly impacted[73]. - Negative interest rates on Trust Account investments could further decrease the per-share redemption amount below $10.20[73]. - If a bankruptcy petition is filed after distributing Trust Account proceeds, shareholders may face recovery claims, potentially reducing their received amounts[74]. - Claims of creditors may take priority over shareholder claims if a bankruptcy petition is filed before Trust Account distributions[75]. Business Combination Strategy - The company intends to pursue an initial Business Combination in the global mining industry, focusing on "green" and battery metals, with a target fair market value of at least 80% of the net assets held in the Trust Account[19][35]. - The company plans to utilize cash from the IPO and Private Placement Warrants for the initial Business Combination, with no operating revenues expected until after the completion of the Business Combination[24]. - The acquisition strategy will leverage Orion's extensive network and industry experience to identify and acquire businesses with sustainable competitive advantages in the metals and mining sector[26]. - The company aims to focus on innovative mining and processing technologies, battery materials technologies, and businesses that exhibit under-recognized value[29]. - A thorough due diligence review will be conducted for prospective target businesses, including meetings with management and inspections of facilities[30]. - The company anticipates structuring its initial Business Combination to acquire 100% of the target business's equity interests or assets, but may acquire less than 100% under certain conditions[36]. - The company may complete its initial Business Combination even if a majority of Public Shareholders do not support it, as shareholder approval is not always required[41]. - The company has not yet selected a specific target business for its initial Business Combination, making it difficult to evaluate potential risks and merits[86]. - The company may pursue a Business Combination with a private company with limited public information, which could lead to unexpected financial outcomes[105]. Financial Risks and Challenges - The company faces intense competition from established entities and other blank check companies, which may limit its ability to acquire sizable target businesses due to relatively limited financial resources[37]. - The ability of Public Shareholders to redeem shares for cash may make the company's financial condition unattractive to potential Business Combination targets[45]. - The company must complete its initial Business Combination within a prescribed time frame, which may give potential target businesses leverage in negotiations[48]. - If too many Public Shareholders exercise their redemption rights, the company may not meet closing conditions for a Business Combination, potentially leading to failure in completing the transaction[46]. - The company may face challenges in conducting due diligence on potential targets as it approaches its dissolution deadline, which could undermine the value of the Business Combination[48]. - The company may face challenges in raising equity and debt financing due to market volatility and decreased liquidity[53]. - The company may incur significant costs in pursuit of acquisition plans, potentially impacting its ability to operate for at least 18 months post-IPO[64]. - The company may face challenges in completing its initial Business Combination due to the grant of registration rights to initial shareholders, which could adversely affect the market price of Class A ordinary shares[85]. - The company may incur substantial debt to complete a Business Combination, which could negatively impact shareholder value and financial condition[101]. - The company may only complete one Business Combination with the proceeds from the Initial Public Offering and Private Placement Warrants, leading to a lack of diversification and increased financial risks[103]. Regulatory and Compliance Issues - The company may face compliance challenges under the Investment Company Act, which could hinder the completion of the initial Business Combination[76]. - Proposed SEC rules could impose additional disclosure requirements and increase costs related to Business Combination transactions[79]. - The initial Business Combination may be subject to review by U.S. government entities, potentially delaying or prohibiting the transaction[80]. - The management team may not be familiar with U.S. securities laws, leading to potential regulatory issues that could adversely affect operations[135]. - Compliance with the Sarbanes-Oxley Act may increase the time and costs associated with completing an acquisition, particularly for a blank check company[121]. Shareholder and Management Dynamics - Initial shareholders, directors, and officers have agreed to vote in favor of the initial Business Combination, which may increase the likelihood of obtaining necessary shareholder approval[42]. - Initial shareholders control 20% of the company's ordinary shares and will appoint all directors prior to the initial Business Combination, limiting public shareholders' influence[114]. - The company may engage its Sponsor or affiliates as advisors for Business Combinations, with financial interests potentially influencing the advice provided[189]. - The company may face conflicts of interest as directors and officers are not required to commit full time to its affairs, potentially impacting the ability to complete the initial Business Combination[140]. - The company may engage in a Business Combination with target businesses affiliated with its Sponsor, directors, or officers, which could raise potential conflicts of interest[97]. Operational and Financial Performance - The company has no operating revenues and lacks an operating history, which raises concerns about its ability to achieve its business objectives and complete its initial Business Combination[165]. - The company previously identified a material weakness in its internal control over financial reporting, which could adversely affect investor confidence and business operations[172]. - As of December 31, 2022, the company has remediated the material weakness in internal controls, but there is no assurance that additional weaknesses will not arise in the future[174]. - The financial statements include a substantial doubt about the company's ability to continue as a "going concern," raising concerns about its capital-raising plans and ability to complete its initial Business Combination[178]. - The company has not paid any cash dividends on its Class A ordinary shares and does not intend to do so prior to completing its initial Business Combination[206]. - The company generated gross proceeds of $300,000,000 from its Initial Public Offering of 30,000,000 Units at $10.00 per Unit[213]. - The company incurred operating costs of $1,394,710 during the same period[219]. - The company has placed approximately $306,900,000 of net proceeds from the Initial Public Offering and certain proceeds from the Private Placement in the Trust Account[215]. Market and Economic Conditions - Global economic conditions, including geopolitical tensions and inflation, may adversely affect the company's ability to find attractive target businesses for the initial Business Combination[122][123]. - The geopolitical conditions resulting from the invasion of Ukraine by Russia may adversely affect the search for a Business Combination and the target business[195]. - The company expects significant adverse consequences if its securities are delisted, including reduced liquidity and potential classification as a "penny stock" which could limit trading activity[147]. Miscellaneous - The company is incorporated under the laws of the Cayman Islands, which may limit investors' ability to protect their rights through U.S. Federal courts[157]. - The rights of shareholders and fiduciary responsibilities of directors are governed by Cayman Islands law, which differs from U.S. statutes and judicial precedents[158]. - The courts of the Cayman Islands are unlikely to enforce U.S. judgments based on federal securities laws, which may complicate legal recourse for shareholders[159]. - Public shareholders may face more difficulty in protecting their interests compared to shareholders of U.S. companies due to the company's jurisdiction[160].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Rigel Resource Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-41022 98-1594226 (State or other ...