Financial Performance - As of March 31, 2025, the company reported a net income of $8,879,162, primarily due to a gain in fair value of derivative liabilities of $9,718,952 and interest income of $661,362 [134]. - For the three months ended March 31, 2024, the company reported a net loss of $2,906,562, primarily due to a loss in fair value of derivative liabilities of $4,302,136 [136]. - The Company has incurred significant costs related to its acquisition plans and has less than 12 months to complete a Business Combination, raising substantial doubt about its ability to continue as a going concern [156]. Trust Account and Cash Management - The company had funds held in the Trust Account amounting to $84,382,846 as of March 31, 2025, consisting of U.S. Treasury Bills with a maturity of 180 days or less [141]. - As of March 31, 2025, the company had cash of $62,730 held outside the Trust Account, intended for identifying and evaluating target businesses [147]. - The company intends to use substantially all funds in the Trust Account to complete its initial Business Combination, with potential withdrawals for permitted expenses [146]. Business Combination and Agreements - The company entered into a Business Combination Agreement with Aurous, a South African gold mining company, on March 11, 2024 [130]. - The Company intends to consummate the Business Combination as soon as possible, subject to the satisfaction or waiver of all closing conditions, including regulatory approvals from the South African Reserve Bank [170]. Shareholder Actions and Redemptions - Shareholders holding 6,369,522 Class A Ordinary Shares exercised their right to redeem shares for cash upon the consummation of the business combination [132]. - Holders of 5,429,967 Class A ordinary shares redeemed their shares for an aggregate amount of $58,279,780 at a redemption price of approximately $10.73 per share [167]. - In connection with the 2024 Extension Amendment, holders of 17,440,475 Class A ordinary shares redeemed their shares for an aggregate amount of $198,881,065 at a redemption price of approximately $11.40 per share [168]. Loans and Financial Obligations - The Company has entered into multiple working capital loans with the Sponsor, totaling up to $1,500,000, $3,000,000, and $1,750,000 for various purposes, with no interest and repayable upon the completion of an initial Business Combination [149][152][155]. - As of March 31, 2025, the outstanding amounts under the First Extension Loan and Second Extension Loan are $3,000,000 and $4,200,000, respectively [150][151]. - The Company recorded a reduction of $10,500,000 in deferred underwriting fees payable due to a waiver obtained from the underwriter during the three months ended March 31, 2024 [159]. Legal and Administrative Costs - As of March 31, 2025, the Company had outstanding legal fees of approximately $4,664,000 related to the Initial Public Offering and general corporate services [160]. - The Company has no off-balance sheet financing arrangements or long-term liabilities other than a monthly fee of $10,000 for office space and administrative services [157][158]. Accounting and Reporting - The Company applies the two-class method in calculating earnings per share, with diluted earnings per ordinary share being the same as basic earnings per ordinary share due to out-of-the-money warrants [171]. - Convertible promissory notes are recorded at their initial fair value on the date of issuance, with changes recognized as non-cash gains or losses [172]. - Derivative instruments, including public and private warrants, are recorded at fair value and re-valued at each reporting date, with changes reported in the statements of operations [173]. - The Company classifies public warrants, Private Placement Warrants, and Forward Purchase Agreements as liabilities, adjusting their fair value at each reporting period [174]. - Management does not believe that any recently issued accounting standards would have a material effect on the Company's financial statements [175]. Initial Public Offering - On November 9, 2021, the company completed its Initial Public Offering, generating gross proceeds of $275,000,000 from 27,500,000 Units sold [137].
Rigel Resource Acquisition (RRAC) - 2025 Q1 - Quarterly Report