Financial Proceeds and Trust Account - The company raised gross proceeds of $300 million from its Initial Public Offering (IPO) by issuing 30 million units, including 2.5 million units from the underwriter's over-allotment option[18]. - A total of 14 million Private Placement Warrants were sold at $1.00 each, generating an additional $14 million in gross proceeds[19]. - As of August 10, 2023, $306 million from the IPO and Private Placement proceeds was placed in a Trust Account, with a per unit value of $10.20[20]. - Shareholders redeemed 5,429,967 Class A Ordinary Shares for approximately $10.73 per share, totaling $58,279,780[29]. - In connection with the 2024 Extension Amendment, 17,440,475 Class A Ordinary Shares were redeemed at approximately $11.40 per share, amounting to $198,881,065, leaving $81,301,345 in the Trust Account[30]. Business Combination and Agreements - The company entered into a Business Combination Agreement on March 11, 2024, to merge with Blyvoor Gold Resources and its subsidiaries, with Newco expected to be listed on NASDAQ[43]. - The Business Combination Agreement requires approval from Rigel's shareholders and mandates that Aggregate Cash Proceeds of at least $50,000,000 be available at Closing[52]. - The termination date for the Business Combination Agreement has been extended from August 9, 2024, to January 31, 2025[67]. - The Business Combination Agreement includes customary representations and warranties, and the conversion of existing shares into Newco Ordinary Shares upon the Merger Effective Time[48]. - Public shareholders will have the opportunity to redeem their shares in conjunction with the Rigel Stockholder Approval[50]. Loans and Financial Obligations - The company has a working capital loan agreement with the Sponsor for up to $1.5 million, which can be settled in warrants at a conversion price of $1.00 per warrant[33]. - The maximum aggregate amount of contributions from the Sponsor under the Second Extension Loan will not exceed $4.2 million, with potential settlement in warrants[35]. - The Company entered into a December 2023 Working Capital Loan with the Sponsor for up to $1,500,000, which will not bear interest and is repayable upon the completion of an initial Business Combination[37]. - A May 2024 Working Capital Loan was established with the Sponsor for up to $1,000,000, also interest-free and repayable upon the completion of an initial Business Combination[38]. - The December 2024 Working Capital Loan was established for up to $1,750,000, also interest-free and repayable upon the completion of an initial Business Combination[42]. Acquisition Strategy and Target Businesses - The acquisition strategy focuses on "Green" metals, innovative mining technologies, and battery materials technologies[73]. - Target businesses should have sustainable competitive advantages and operate in established jurisdictions[74]. - The company may pursue businesses that do not meet all established criteria if deemed appropriate[75]. - The post-transaction company is expected to own or acquire 100% of the equity interests or assets of the target business[83]. - The management team will leverage their extensive networks to identify potential acquisition opportunities[71]. Risks and Challenges - The company expects intense competition from established entities, including private investors and other blank check companies, which may limit its financial resources for acquisitions[85]. - The company may face challenges in negotiating a Business Combination due to the time constraint imposed by the May 9, 2025 deadline[96]. - The competition for Business Combination opportunities has intensified, with many established entities competing for similar targets, potentially limiting the company's acquisition capabilities[106]. - The company may incur significant expenses related to directors and officers liability insurance, which could affect its ability to negotiate and complete Business Combinations[111]. - The company may face burdensome compliance requirements if deemed an investment company under the Investment Company Act, which could hinder the completion of its initial Business Combination[122]. Shareholder Dynamics and Voting - Initial shareholders, directors, and officers have agreed to vote in favor of the initial Business Combination, potentially increasing the likelihood of obtaining necessary shareholder approval[90]. - The company may not seek shareholder approval for its initial Business Combination, which could lead to a situation where a majority of Public Shareholders do not support the combination[89]. - The Sponsors have agreed to vote in favor of the Transactions and to waive any anti-dilution adjustments related to the issuance of Newco Ordinary Shares[56]. - The amended Charter allows for easier amendments with approval from at least two-thirds of ordinary shares, facilitating the completion of an initial Business Combination[155]. - Initial shareholders collectively own 23% of the issued and outstanding ordinary shares, allowing them to control the appointment of directors prior to the initial Business Combination[159]. Regulatory and Compliance Issues - The SEC's new SPAC Rules, effective July 1, 2024, will impose additional disclosure and financial statement requirements on business combination transactions involving SPACs[126]. - The company may be subject to regulatory review by entities such as CFIUS, which could delay or prohibit the initial Business Combination[128]. - Changes in laws or regulations could materially affect the company's ability to negotiate and complete its initial Business Combination[124]. - The company may face challenges in finding attractive target businesses for its initial Business Combination due to adverse global or regional economic conditions, including recession, inflation, and geopolitical tensions[167]. - The company may encounter difficulties in assessing the management capabilities of prospective target businesses, which could affect the success of the initial Business Combination[179]. Market and Trading Conditions - Rigel's Class A Ordinary Shares, Public Units, and Public Warrants were delisted from the NYSE on November 5, 2024, due to failure to complete a business combination within 36 months of its IPO[194]. - Following the delisting, Rigel's securities are now traded over the counter, which may lead to reduced liquidity and market quotations[196]. - The company has until May 9, 2025, to complete an initial business combination, or it will face further redemption of Public Shares[193]. - The company has not adopted a policy to prohibit directors and officers from engaging in similar business activities, which may lead to conflicts of interest[190]. - Rigel's ability to issue additional securities or obtain financing may be significantly hindered due to its current trading status and market conditions[196].
Rigel Resource Acquisition (RRAC) - 2024 Q4 - Annual Report