RCF Acquisition (RCFA) - 2024 Q2 - Quarterly Report

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