Financial Position - The Company reported redeemable Class A Ordinary Shares subject to possible redemption at $55,274,143 as of September 30, 2024, reflecting a remeasurement increase of $1,043,214 [80]. - The Company had no cash equivalents as of September 30, 2024 and December 31, 2023, indicating a conservative liquidity position [64]. - The Company liquidated U.S. government treasury obligations held in the Trust Account on November 21, 2023, maintaining funds in an interest-bearing demand deposit account [65]. - The Company’s cash accounts may exceed the Federal Depository Insurance Coverage limit of $250,000, posing a concentration of credit risk [66]. - As of September 30, 2024, the assets held in the Trust Account amounted to $55,374,143, an increase from $52,977,929 as of December 31, 2023 [141]. Income and Earnings - Net income for 2024 was $(380,751), a significant decrease from $37,362 in 2023, indicating a loss of approximately 1,020% year-over-year [92]. - Net income allocable to Redeemable Ordinary Shares subject to possible redemption for 2024 was $873,597, down from $2,725,597 in 2023, reflecting a decline of about 68% [94]. - Basic net income per share for 2024 was $0.18, compared to $0.21 in 2023, representing a decrease of approximately 14% [95]. - The deemed dividend to Redeemable Shareholders for 2024 was $1,043,214, down from $2,699,684 in 2023, indicating a decrease of approximately 61% [96]. Shareholder Information - The weighted average shares outstanding for Redeemable Ordinary Shares decreased from 13,014,432 in 2023 to 4,777,672 in 2024, a reduction of about 63% [95]. - The weighted average shares outstanding for Non-Redeemable Ordinary Shares was 5,947,120 in 2024, compared to 5,750,000 in 2023, showing a slight increase of about 3% [96]. - As of September 30, 2024, there were 11,283,296 Class A Ordinary Shares issued and outstanding, with 4,777,672 subject to possible redemption [122]. - A total of 4,444,744 Class A ordinary shares were redeemed by shareholders for approximately $11.66 per share, totaling an aggregate redemption amount of $51,847,295 [175]. Debt and Financing - The Company issued an unsecured convertible promissory note to the Sponsor for up to $5,000,000 for ongoing expenses related to the business and a Business Combination [109]. - The Sponsor Convertible Note was amended to extend the maturity date to May 15, 2024 [111]. - As of September 30, 2024, the Company had $0 in total outstanding borrowings under the Sponsor Convertible Note [114]. - The Company issued an Extension Convertible Promissory Note to the Sponsor with a principal amount of up to $3,600,000, which was also terminated with $0 outstanding as of September 30, 2024 [115][117]. - The Company incurred $237,000 in service and administrative fees under an agreement with the Sponsor, which was recognized as a capital contribution [118][119]. - The Company issued a Convertible Senior Secured Promissory Note with a principal amount of up to $2,000,000, which is repayable upon the consummation of a Business Combination or by December 31, 2024 [154]. - A Cancellation Agreement was entered into on September 24, 2024, resulting in the termination of the Convertible Senior Secured Promissory Note [157]. - Concurrently with the Cancellation Agreement, a new Convertible Preferred Note was issued for up to $2,000,000, with similar repayment terms [158]. Warrants and Derivative Liabilities - The Company has 2,632,500 Private Placement Warrants outstanding as of September 30, 2024 [107]. - The conversion ratio for the exchange of Private Placement Warrants to Class A Ordinary Shares is one Class A share for each 12 Private Warrants [107]. - The Company’s warrant liabilities are recorded at fair value and remeasured at each reporting date, with changes recognized in the statements of operations [75]. - The total fair value of derivative liabilities as of September 30, 2024, was $1,169,593, which includes $576,150 for Public Warrants and $586,170 for Private Placement Warrants [143]. - The Public Warrants will become exercisable 30 days after the completion of a Business Combination [129]. - The Company may redeem outstanding warrants at $0.01 per warrant if the Class A Ordinary Shares price equals or exceeds $18.00 for any 20 trading days within a 30-trading day period [131]. - As of September 30, 2024, the Company had 14,132,500 warrants issued, down from 23,200,000 as of December 31, 2023 [128]. Business Combination and Agreements - The Company entered into a Business Combination Agreement with Blue Gold Limited and Blue Gold Holdings Limited, involving a share exchange and merger structure on December 5, 2023 [161]. - The Amended and Restated Business Combination Agreement was executed on May 2, 2024, restructuring the transaction to have BGHL as the surviving entity [163]. - As of September 6, 2024, the Company agreed to exchange 9,067,500 private placement warrants for 755,625 Class A Ordinary Shares, with a conversion ratio of 1 Class A share for every 12 Private Warrants [166]. - The Company entered into a Preferred Stock Purchase Agreement on September 6, 2024, agreeing to sell 609,250 preference shares for a total consideration of $700,000 [167]. - On November 15, 2024, the NYSE initiated proceedings to delist the Company's Securities due to failure to complete a business combination within the specified timeframe [171]. - Shareholders approved an extension of the deadline for the initial business combination to November 15, 2025, with a monthly payment of $5,000 into the Trust Account for each month extended [174]. - The Underwriters received a cash underwriting discount of $4,600,000, which is 2% of the gross proceeds from the Public Offering [152]. - The total amount of Units purchased by the Underwriters reached 23,000,000 Units, including 3,000,000 Units for over-allotments [151]. - The Company will not permit any registration statement to become effective until the termination of the applicable lock-up period for the securities to be registered [150].
RCF Acquisition (RCFA) - 2024 Q3 - Quarterly Report