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RCF Acquisition (RCFA) - 2023 Q3 - Quarterly Report
RCFARCF Acquisition (RCFA)2023-11-03 20:53

Financial Position - As of September 30, 2023, the redeemable Class A ordinary shares subject to possible redemption amounted to 140,949,390,downfrom140,949,390, down from 237,941,214 at December 31, 2022, reflecting a redemption of 104,889,892andaremeasurementincreaseof104,889,892 and a remeasurement increase of 7,898,068[54]. - The Company did not have any cash equivalents as of September 30, 2023[44]. - The Trust Account held assets of 141,049,390asofSeptember30,2023,downfrom141,049,390 as of September 30, 2023, down from 238,041,214 as of December 31, 2022, primarily invested in U.S. Treasury Securities[98]. - As of September 30, 2023, total assets amounted to 141,049,390,adecreasefrom141,049,390, a decrease from 238,041,214 as of December 31, 2022[100]. - The total liabilities as of September 30, 2023, were 1,871,500,comparedto1,871,500, compared to 1,724,000 as of December 31, 2022, indicating an increase of approximately 8.5%[100]. Income and Earnings - For the three months ended September 30, 2023, the net income was 4,694,546,comparedto4,694,546, compared to 3,674,428 for the same period in 2022, representing an increase of approximately 28%[64]. - The net income allocable to Redeemable Class A ordinary shareholders for the nine months ended September 30, 2023, was 7,054,120,comparedto7,054,120, compared to 8,490,287 for the same period in 2022, indicating a decrease of about 17%[64]. - The basic and diluted net income per share for the three months ended September 30, 2023, was 0.31,upfrom0.31, up from 0.14 in the same period of 2022, reflecting a growth of approximately 121%[64]. - The basic and diluted net income (loss) per share for the nine months ended September 30, 2023, was (0.05),comparedto(0.05), compared to 0.31 for the same period in 2022[64]. Shareholder Information - The Company has a total of 13,014,432 basic and diluted weighted average shares outstanding for the three months ended September 30, 2023[64]. - As of September 30, 2023, the Company had 13,014,432 Class A ordinary shares issued and outstanding, with 5,749,999 Non-Redeemable Class A ordinary shares classified as shareholders' deficit[80]. - The Company redeemed approximately 9,985,568 Class A ordinary shares at about 10.50pershare,totalinganaggregateredemptionamountof10.50 per share, totaling an aggregate redemption amount of 104,889,892[81]. Debt and Borrowings - The Company borrowed 3,100,000fromtheSponsorConvertibleNotefortheninemonthsendedSeptember30,2023,withtotaloutstandingborrowingsof3,100,000 from the Sponsor Convertible Note for the nine months ended September 30, 2023, with total outstanding borrowings of 3,600,000 as of that date[75]. - The Company issued an Extension Convertible Promissory Note with a principal amount of up to 3,600,000,andasofSeptember30,2023,had3,600,000, and as of September 30, 2023, had 1,350,000 in outstanding borrowings under this note[77]. - The fair value of the Sponsor Convertible Note was 180,000asofSeptember30,2023,comparedto180,000 as of September 30, 2023, compared to 100,000 as of December 31, 2022[75]. Investment and Assets - The Company’s portfolio of investments held in the Trust Account consists solely of investments in money market funds that invest in U.S. government treasury obligations[45]. - 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[47]. - The Company has 23,200,000 warrants issued, consisting of 11,500,000 Public Warrants and 11,700,000 Private Placement Warrants, classified as liabilities at fair value[86]. Business Operations - The Company incurred 227,000inserviceandadministrativefeesunderanagreementtopay227,000 in service and administrative fees under an agreement to pay 10,000 per month for support services as of September 30, 2023[78]. - The Company has agreed to pay 10,000permonthforofficespaceandadministrativesupport,whichwillceaseuponcompletionofaBusinessCombinationorliquidation[78].−TheCompanyhasnotpaidanycashdividendstodateanddoesnotintendtodosopriortothecompletionofitsinitialbusinesscombination[96].RegulatoryandCompliance−TherewerenounrecognizedtaxbenefitsasofSeptember30,2023,andtheCompanyisnotsubjecttoincometaxesintheCaymanIslands[56][57].−TheCompanyeliminatedthelimitationonredeemingpublicsharesthatwouldcausenettangibleassetstobelessthan10,000 per month for office space and administrative support, which will cease upon completion of a Business Combination or liquidation[78]. - 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[96]. Regulatory and Compliance - There were no unrecognized tax benefits as of September 30, 2023, and the Company is not subject to income taxes in the Cayman Islands[56][57]. - The Company eliminated the limitation on redeeming public shares that would cause net tangible assets to be less than 5,000,001 in connection with its Business Combination[83]. - The Class B ordinary shares will convert into Class A ordinary shares on a one-for-one basis upon the consummation of the initial business combination[84]. - The Company will not complete a business combination or redeem any shares if the cash consideration required exceeds the available cash[82]. Subsequent Events - On November 1, 2023, the company entered into a Securities Purchase Agreement with Perception Capital Partners IV LLC for the acquisition of Class A ordinary shares and private placement warrants[108]. - Management evaluated subsequent events and found no additional events requiring adjustment or disclosure, aside from the SPA noted above[109].