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RCF Acquisition (RCFA) - 2023 Q2 - Quarterly Report
RCFARCF Acquisition (RCFA)2023-08-14 20:16

Financial Performance - The net income for the three months ended June 30, 2023, was 552,924,whilethenetincomeforthesixmonthsendedJune30,2023,was552,924, while the net income for the six months ended June 30, 2023, was 2,088,712, compared to 1,399,670and1,399,670 and 6,609,492 for the same periods in 2022, respectively [67]. - The basic and diluted net income per share for redeemable Class A ordinary shares was 0.06forthethreemonthsendedJune30,2023,and0.06 for the three months ended June 30, 2023, and 0.14 for the six months ended June 30, 2023, compared to 0.05and0.05 and 0.23 for the same periods in 2022 [67]. - The Company did not recognize any stock-based compensation expense during the three and six months ended June 30, 2023, with an unrecognized compensation expense of 2,612,244relatedtoClassBordinaryshares[62].ShareholderInformation−AsofJune30,2023,theredeemableClassAordinarysharessubjecttopossibleredemptionamountedto2,612,244 related to Class B ordinary shares [62]. Shareholder Information - As of June 30, 2023, the redeemable Class A ordinary shares subject to possible redemption amounted to 138,249,706, down from 237,941,214atDecember31,2022,reflectingaredemptionof237,941,214 at December 31, 2022, reflecting a redemption of 104,889,892 and a remeasurement increase of 5,198,384[57].−AsofJune30,2023,theCompanyhad13,014,432ClassAordinarysharesissuedandoutstanding,with9,985,568sharesredeemedatapproximately5,198,384 [57]. - As of June 30, 2023, the Company had 13,014,432 Class A ordinary shares issued and outstanding, with 9,985,568 shares redeemed at approximately 10.50 per share, totaling 104,889,892[86].−AsofJune30,2023,theCompanyhad5,749,999Non−RedeemableClassAOrdinarySharesissuedandoutstanding,followingtheconversionof5,749,999ClassBOrdinaryShares[90].TrustAccountandInvestments−Followingtheredemption,104,889,892 [86]. - As of June 30, 2023, the Company had 5,749,999 Non-Redeemable Class A Ordinary Shares issued and outstanding, following the conversion of 5,749,999 Class B Ordinary Shares [90]. Trust Account and Investments - Following the redemption, 136,755,526 remained in the Company's Trust Account [86]. - The fair value of the Company's assets held in the Trust Account was 138,349,706asofJune30,2023,downfrom138,349,706 as of June 30, 2023, down from 238,041,214 as of December 31, 2022 [102]. - The estimated fair values of investments held in the Trust Account are determined using available market information, primarily consisting of investments in money market funds [47]. Liabilities and Financial Instruments - The Company recognized 23,664,000forderivativewarrantliabilitiesupontheirissuanceonNovember15,2021[106].−TheCompanyhad23,200,000warrantsissuedasofJune30,2023,consistingof11,500,000PublicWarrantsand11,700,000PrivatePlacementWarrants,classifiedasliabilitiesatfairvalue[91].−ThefairvalueoftheCompany′sfinancialinstrumentsapproximatestheircarryingamountsduetotheirshort−termnature,exceptforwarrantsandredeemableshareswhicharecarriedatfairvalue[49].CashManagement−TheCompanyhadnocashequivalentsasofJune30,2023,indicatingafocusonliquiditymanagement[46].−TheCompanyhasnotexperiencedlossesoncashaccountsthatmayexceedtheFederalDepositoryInsuranceCoveragelimitof23,664,000 for derivative warrant liabilities upon their issuance on November 15, 2021 [106]. - The Company had 23,200,000 warrants issued as of June 30, 2023, consisting of 11,500,000 Public Warrants and 11,700,000 Private Placement Warrants, classified as liabilities at fair value [91]. - The fair value of the Company's financial instruments approximates their carrying amounts due to their short-term nature, except for warrants and redeemable shares which are carried at fair value [49]. Cash Management - The Company had no cash equivalents as of June 30, 2023, indicating a focus on liquidity management [46]. - The Company has not experienced losses on cash accounts that may exceed the Federal Depository Insurance Coverage limit of 250,000 as of June 30, 2023 [48]. Business Operations and Agreements - The Company has agreed to pay 10,000permonthforadministrativesupportservices,whichwillceaseuponthecompletionofaBusinessCombination[82].−TheCompanyhasincurred10,000 per month for administrative support services, which will cease upon the completion of a Business Combination [82]. - The Company has incurred 197,000 in service and administrative fees since November 10, 2021 [82]. - The Company has amended its Charter to eliminate the limitation on redeeming public shares that would cause net tangible assets to be less than 5,000,001[88].NotesandIndemnities−TheSponsorhasagreedtoindemnifytheCompanyifthird−partyclaimsreducetheTrustAccountbelow5,000,001 [88]. Notes and Indemnities - The Sponsor has agreed to indemnify the Company if third-party claims reduce the Trust Account below 10.20 per public share [75]. - The Sponsor Convertible Note allows borrowing up to 5,000,000,with5,000,000, with 2,600,000 outstanding as of June 30, 2023, valued at 260,000[79].−TheExtensionConvertiblePromissoryNotehasaprincipalamountofupto260,000 [79]. - The Extension Convertible Promissory Note has a principal amount of up to 3,600,000, with 450,000borrowedasofJune30,2023,valuedat450,000 borrowed as of June 30, 2023, valued at 45,000 [81]. Underwriting and Offerings - The Underwriters were paid a cash underwriting discount of 4,600,000,whichis24,600,000, which is 2% of the gross proceeds of the Public Offering [111]. - The total amount of Units purchased by the Underwriters reached 23,000,000 Units, including 3,000,000 Units to cover over-allotments [110]. Future Considerations - The Company has not paid any cash dividends to date and does not intend to do so prior to the completion of its initial business combination [100]. - The exercise price of the warrants may be adjusted if additional shares are issued at a price below 9.20 per share [99]. - The change in fair value of sponsor notes from December 31, 2022, to June 30, 2023, resulted in a decrease to 305,000from305,000 from 100,000 [108]. - The Company will provide warrant holders with the final fair market value of the Class A ordinary shares no later than one business day after the 10-trading day period following the notice of redemption [95].