Financial Performance - The net income for the three months ended March 31, 2024, was a loss of $92,983, compared to a net income of $535,788 for the same period in 2023[72]. - The net income allocable to redeemable ordinary shares subject to possible redemption for the three months ended March 31, 2024, was $324,870, while for the same period in 2023, it was $937,665[72]. - The Company did not have any cash equivalents as of March 31, 2024, and December 31, 2023[51]. - The Company recorded no stock-based compensation expense during the period ended March 31, 2024, with an unrecognized compensation expense of $2,612,244 related to Class B ordinary shares[67]. - The Company has no unrecognized tax benefits or amounts accrued for interest and penalties as of March 31, 2024, and December 31, 2023[64]. Share Capital and Redemption - As of March 31, 2024, the redeemable Class A Ordinary Shares subject to possible redemption amounted to $53,549,992, reflecting a remeasurement increase of $672,603 from the previous period[62]. - The weighted average shares outstanding for redeemable ordinary shares was 4,777,672 for the three months ended March 31, 2024, compared to 23,000,000 for the same period in 2023[72]. - As of March 31, 2024, there were 4,777,672 Class A Ordinary Shares issued and outstanding, all subject to possible redemption[93]. - 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 the Business Combination[95]. - The Class B ordinary shares will automatically convert into Class A Ordinary Shares on a one-for-one basis upon the consummation of the initial business combination[96]. - As of March 31, 2024, 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[97]. Warrants and Derivative Liabilities - The Company had 23,200,000 warrants issued as of March 31, 2024, consisting of 11,500,000 Public Warrants and 11,700,000 Private Placement Warrants, classified as liabilities at fair value[98]. - The fair value of Public Warrants increased from $576,150 as of December 31, 2023, to $617,550 as of March 31, 2024[109]. - The total fair value of the Company's derivative liabilities was $1,318,845 as of March 31, 2024, compared to $1,169,593 as of December 31, 2023[109]. - The estimated fair value of the derivative liability increased from $7,273 as of December 31, 2023, to $73,005 as of March 31, 2024[111]. - The exercise price of the warrants may be adjusted if the Company issues additional Ordinary Shares at an effective issue price of less than $9.20 per share[105]. Business Combination and Agreements - The Business Combination Agreement was entered into on December 5, 2023, involving a share exchange where PubCo will purchase all issued shares of BGHL[118]. - The Company plans to merge with BGHL, with the Company surviving as a wholly owned subsidiary of PubCo[118]. - An Amended and Restated Business Combination Agreement was established on May 2, 2024, restructuring the transaction to ensure BGHL continues as the surviving entity[120]. - If the Maximum Amount has not been paid before the Business Combination, Blue Capital can pay the remaining amounts prior to closing[117]. - The Company must issue 173,913 Class A Ordinary Shares to Blue Capital if a definitive agreement for a Business Combination is not reached by February 29, 2024[117]. Financing and Capital Contributions - The Original Sponsor purchased 5,750,000 Founder Shares for an aggregate price of $25,000, resulting in a per-share cost of approximately $0.0044[74]. - The Original Sponsor purchased 11,700,000 Private Placement Warrants at a price of $1.00 per warrant, totaling $11,700,000[77]. - The Company issued an unsecured convertible promissory note to the Sponsor for up to $5,000,000, which was amended to extend the maturity date to May 15, 2024[81][83]. - The Company incurred $237,000 under an Administrative Services Agreement, which was recognized as a capital contribution from the Original Sponsor[90]. - The Company issued a Convertible Senior Secured Promissory Note for a principal amount of $2,000,000, which bears no interest and is repayable upon a Business Combination or by December 31, 2024[116]. Trust Account and Asset Valuation - The Company’s assets held in the Trust Account were valued at $53,649,992 as of March 31, 2024, compared to $52,977,929 as of December 31, 2023[107]. - The fair value of the Company's assets and liabilities approximates the carrying amounts represented in the balance sheets, primarily due to their short-term nature[54]. Other Information - 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[106]. - The Underwriters purchased a total of 23,000,000 Units at the Public Offering price, with a cash underwriting discount of $4,600,000[114][115]. - The Company will incur a Deferred Underwriting Commission of $8,050,000 upon the completion of its initial business combination[115]. - Management evaluated subsequent events and found no adjustments or disclosures required, except for the noted items[119]. - The Company is classified as a smaller reporting company and is not required to provide additional market risk disclosures[177].
RCF Acquisition (RCFA) - 2024 Q1 - Quarterly Report