RCF Acquisition (RCFA) - 2024 Q4 - Annual Report

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