RCF Acquisition (RCFA) - 2022 Q2 - Quarterly Report

PART I. FINANCIAL INFORMATION This section provides the company's unaudited condensed financial statements and management's discussion and analysis of its financial condition and results of operations ITEM 1. FINANCIAL STATEMENTS This section presents the unaudited condensed financial statements, including the balance sheets, statements of operations, changes in shareholders' deficit, and cash flows, along with detailed notes explaining the company's organization, significant accounting policies, public offering, related party transactions, share capital, warrant liabilities, fair value measurements, commitments, and subsequent events UNAUDITED CONDENSED BALANCE SHEETS This section presents the company's financial position, detailing assets, liabilities, and shareholders' deficit as of specific dates | Metric | June 30, 2022 | December 31, 2021 | | :-------------------------------- | :------------ | :---------------- | | Cash | $197,350 | $700,293 | | Prepaid expenses | $662,102 | $991,569 | | Total current assets | $859,452 | $1,691,862 | | Investment Held in Trust Account | $234,954,954 | $234,602,251 | | Total Assets | $235,814,406 | $236,294,113 | | Accrued expenses | $234,875 | $132,074 | | Deferred underwriting commission | $8,050,000 | $8,050,000 | | Warrant liability | $6,728,000 | $13,920,000 | | Total Liabilities | $15,012,875 | $22,102,074 | | Redeemable Class A Ordinary shares | $234,600,000 | $234,600,000 | | Accumulated deficit | $(13,799,044) | $(20,408,536) | | Total Shareholders' Deficit | $(13,798,469) | $(20,407,961) | UNAUDITED CONDENSED STATEMENTS OF OPERATIONS This section outlines the company's financial performance, including revenues, expenses, and net income or loss over specific periods | Metric | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2022 | Period June 9, 2021 (inception) through June 30, 2021 | | :------------------------------------------------ | :------------------------------- | :----------------------------- | :---------------------------------------------------- | | General and administrative expenses | $557,530 | $935,211 | $7,000 | | Loss from operations | $(557,530) | $(935,211) | $(7,000) | | Change in fair value of warrant liability | $1,624,000 | $7,192,000 | — | | Interest earned in Trust Account | $333,200 | $352,703 | — | | Total other income | $1,957,200 | $7,544,703 | — | | NET INCOME (LOSS) ALLOCABLE TO COMMON SHAREHOLDERS | $1,399,670 | $6,609,492 | $(7,000) | | BASIC AND DILUTED NET INCOME (LOSS) PER SHARE, REDEEMABLE CLASS A ORDINARY SHARES | $0.05 | $0.23 | $— | | BASIC AND DILUTED NET INCOME (LOSS) PER SHARE, CLASS B ORDINARY SHARES | $0.05 | $0.23 | $(0.00) | UNAUDITED CONDENSED STATEMENT OF CHANGES IN REDEEMABLE CLASS A ORDINARY SHARES AND SHAREHOLDERS' DEFICIT This section details the changes in the company's redeemable Class A ordinary shares and overall shareholders' deficit across various periods | Metric | Balance, December 31, 2021 | Net income (Q1 2022) | Balance, March 31, 2022 | Net income (Q2 2022) | Balance, June 30, 2022 | | :-------------------------- | :------------------------- | :------------------- | :------------------------ | :------------------- | :----------------------- | | Redeemable Class A Ordinary Shares (Shares) | 23,000,000 | — | 23,000,000 | — | 23,000,000 | | Redeemable Class A Ordinary Shares (Amount) | $234,600,000 | — | $234,600,000 | — | $234,600,000 | | Class B Ordinary Shares (Shares) | 5,750,000 | — | 5,750,000 | — | 5,750,000 | | Class B Ordinary Shares (Amount) | $575 | — | $575 | — | $575 | | Additional paid-in capital | $— | — | $— | — | $— | | Accumulated deficit | $(20,408,536) | $5,209,822 | $(15,198,714) | $1,399,670 | $(13,799,044) | | Total shareholders' deficit | $(20,407,961) | $(5,209,822) | $(15,198,139) | $(1,399,670) | $(13,798,469) | | Metric | Balance, June 9, 2021 (inception) | Issuance of Class B ordinary shares to Sponsor | Net loss | Balance, June 30, 2021 | | :-------------------------------- | :-------------------------------- | :--------------------------------------------- | :------- | :--------------------- | | Redeemable Class A Ordinary Shares (Shares) | — | — | — | — | | Redeemable Class A Ordinary Shares (Amount) | $— | — | — | $— | | Class B Ordinary Shares (Shares) | — | 5,750,000 | — | 5,750,000 | | Class B Ordinary Shares (Amount) | $— | $575 | — | $575 | | Additional paid-in capital | $— | $24,425 | — | $24,425 | | Accumulated deficit | $— | — | $(7,000) | $(7,000) | | Total shareholder' deficit | $— | $25,000 | $(7,000) | $18,000 | UNAUDITED CONDENSED STATEMENT OF CASH FLOWS This section presents the cash inflows and outflows from operating, investing, and financing activities for the specified periods | Metric | For the Six Months Ended June 30, 2022 | For the period June 9, 2021 (inception) through June 30, 2021 | | :------------------------------------------------ | :------------------------------------- | :------------------------------------------------------------ | | Net income (loss) | $6,609,492 | $(7,000) | | Change in fair value of warrant liability | $(7,192,000) | — | | Interest earned in Trust Account | $(352,703) | — | | General and administrative expenses paid by affiliate | — | $7,000 | | Prepaid expenses | $329,467 | — | | Accrued expenses | $102,801 | — | | Net cash flows used in operating activities | $(502,943) | — | | NET CHANGE IN CASH | $(502,943) | — | | CASH, BEGINNING OF PERIOD | $700,293 | — | | CASH, END OF PERIOD | $197,350 | $— | | Deferred offering costs included in accrued offering costs | $— | $71,537 | | Payment of deferred offering costs by the Sponsor in exchange for the issuance of Class B ordinary shares | $— | $18,000 | NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS These notes provide detailed disclosures on the company's formation as a SPAC, its accounting policies including fair value measurements and treatment of warrants and redeemable shares, specifics of the public offering and related party transactions, and commitments, contingencies, and subsequent events Note 1—Description of Organization and Business Operations This note describes the company's formation as a blank check company (SPAC) and its operational focus on a business combination in the critical minerals value chain - RCF Acquisition Corp. was incorporated on June 9, 2021, as a blank check company (SPAC) to effect a business combination, with a focus on sponsoring the public listing of a company in the critical minerals value chain[21][29] | Item | Amount | | :------------------------------------ | :------------- | | Public Offering Proceeds | $230,000,000 | | Private Placement Proceeds | $11,700,000 | | Total Proceeds | $241,700,000 | | Funds Deposited in Trust Account | $234,600,000 | | Total Transaction Costs | $13,267,977 | | Underwriters Fees | $12,650,000 | | Deferred Underwriting Commissions | $8,050,000 | - Funds in the Trust Account are invested in U.S. government treasury obligations or money market funds and will not be released until a business combination is completed, or public shares are redeemed if no combination occurs within 18 months[26][27][31] Note 2—Significant Accounting Policies This note outlines the key accounting principles and methods applied in preparing the financial statements, including those for warrants and redeemable shares - The company's unaudited condensed financial statements are prepared in accordance with U.S. GAAP for interim financial information, reflecting normal recurring adjustments[36] - Warrant Securities (Public and Private Placement Warrants) are classified as derivative liabilities and measured at fair value, with changes recognized in the statement of operations[46] - Redeemable Class A ordinary shares are classified outside of permanent equity at their redemption value due to redemption provisions not solely within the company's control[47][48] - The company is not subject to income taxes in the Cayman Islands, and income taxes are not reflected in its financial statements[50][52] - Stock-based compensation for Class B ordinary shares is recognized only upon the consummation of a Business Combination, with $2,612,244 unrecognized as of June 30, 2022[54] Note 3—Public Offering This note details the terms and proceeds of the company's public offering, including the structure of units and deferred underwriting commissions | Item | Amount | | :-------------------------- | :------------- | | Units Sold | 23,000,000 | | Price per Unit | $10.00 | | Underwriting Discount Paid | $4,600,000 | | Deferred Underwriting Commission | $8,050,000 | - Each unit consists of one Class A ordinary share and one-half of a redeemable warrant, with each warrant entitling the holder to purchase one Class A ordinary share at $11.50[60] - The deferred underwriting commission is payable only upon the completion of a Business Combination[61] Note 4—Related Party Transactions This note discloses transactions and agreements between the company and its related parties, primarily the Sponsor, concerning shares, warrants, and administrative fees - The Sponsor purchased 5,750,000 Founder Shares of Class B ordinary shares for $25,000, subsequently transferring 402,500 shares to directors and management[63] - Founder Shares are subject to transfer restrictions and specific waivers of redemption rights, and automatically convert to Class A ordinary shares upon a Business Combination[65][66] - The Sponsor purchased 11,700,000 Private Placement Warrants for $11,700,000, which are non-redeemable by the company if held by the Sponsor and subject to transfer restrictions[67] - The Sponsor has agreed to indemnify the company for certain third-party claims that reduce funds in the Trust Account below specified thresholds[69] | Item | Amount | | :------------------------------------ | :------------- | | Monthly Administrative Fees | $10,000 | | Total Incurred as of June 30, 2022 | $77,000 | Note 5—Shareholders' Deficit This note provides details on the company's authorized and issued share capital, including preference shares, Class A ordinary shares, and Class B ordinary shares | Share Class | Authorized Shares | Issued and Outstanding (June 30, 2022) | | :-------------------- | :---------------- | :------------------------------------- | | Preference shares | 1,000,000 | — | | Class A Ordinary shares | 200,000,000 | 23,000,000 | | Class B Ordinary shares | 20,000,000 | 5,750,000 | - All 23,000,000 Class A ordinary shares issued and outstanding are subject to possible redemption and classified outside of shareholders' deficit[72] Note 6—Warrant Liability This note describes the company's warrant instruments, their classification as derivative liabilities, and the conditions for their exercise and redemption - The company had 23,200,000 warrants (11,500,000 Public Warrants and 11,700,000 Private Placement Warrants) as of June 30, 2022, classified as derivative liabilities at fair value[74] - Public Warrants become exercisable 30 days after a Business Combination and expire five years after, or earlier upon redemption or liquidation[75] - The company may redeem outstanding warrants (excluding Private Placement Warrants held by Sponsor) at $0.01 per warrant if Class A ordinary share price equals or exceeds $18.00 for 20 trading days within a 30-day period[76] - The company may also redeem outstanding warrants at $0.10 per warrant if Class A ordinary share price equals or exceeds $10.00 for 20 trading days within a 30-day period, allowing cashless exercise prior to redemption[77] Note 7—Fair Value Measurements This note explains the methodologies and inputs used to determine the fair value of financial instruments, particularly investments in the Trust Account and warrant liabilities Fair Value Hierarchy as of June 30, 2022: | Item | Level 1 | Level 2 | Level 3 | Total | | :------------------------------------------ | :------------ | :------------ | :------ | :------------ | | Investments held in Trust Account | $234,954,954 | — | — | $234,954,954 | | Public Warrants | $3,335,000 | — | — | $3,335,000 | | Private Placement Warrants | — | $3,393,000 | — | $3,393,000 | | Total Liabilities | $3,335,000 | $3,393,000 | $— | $6,728,000 | Fair Value Hierarchy as of December 31, 2021: | Item | Level 1 | Level 2 | Level 3 | Total | | :------------------------------------------ | :------ | :------ | :------------ | :------------ | | Investments held in Trust Account | $234,602,251 | — | — | $234,602,251 | | Public Warrants | — | — | $6,900,000 | $6,900,000 | | Private Placement Warrants | — | — | $7,020,000 | $7,020,000 | | Total Liabilities | $— | $— | $13,920,000 | $13,920,000 | - During the six months ended June 30, 2022, Public Warrants transferred from a Level 3 to a Level 1 fair value measurement, and Private Placement Warrants transferred from a Level 3 to a Level 2 measurement, due to Public Warrants being separately listed and traded[86] Key Inputs for Warrant Valuation (December 31, 2021): | Input | Value | | :------------------------------------------------ | :------ | | Implied volatility | 8.90% | | Risk-free interest rate | 1.37% | | Instrument exercise price for one Class A ordinary share | $11.5 | | Expected term | 6.36 years | Change in Fair Value of Warrant Liabilities: | Item | Amount | | :------------------------------------ | :------------- | | Warrant Liabilities at December 31, 2021 | $13,920,000 | | Change in fair value of Warrant Liabilities | $(7,192,000) | | Transfer of Public and Private Warrants out of Level 3 | $(6,728,000) | | Warrant Liabilities at June 30, 2022 - Level 3 | $— | Note 8—Commitments and Contingencies This note outlines the company's contractual obligations, including registration rights, convertible notes, deferred underwriting commissions, and the potential impact of the COVID-19 pandemic - Holders of Founder Shares, Private Placement Warrants, and any warrants from Working Capital Loans are entitled to registration rights[92] - The company issued an unsecured convertible promissory note to the Sponsor on April 1, 2022, allowing borrowing up to $5,000,000, convertible into warrants at $1.00 per warrant[93] - Underwriters are entitled to a deferred underwriting commission of $8,050,000 upon the completion of the company's initial business combination[95] - Management is evaluating the impact of the COVID-19 pandemic, but the specific financial impact is not readily determinable[96] Note 9—Subsequent Events This note reports on events occurring after the balance sheet date that may require adjustment or disclosure in the financial statements - Management evaluated subsequent events through the issuance date of the financial statements and found no events requiring adjustment or disclosure[98] ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This section provides management's perspective on the company's financial condition and operational results, including its business strategy as a SPAC, financial performance for the period, liquidity and capital resources, related party transactions, contractual obligations, critical accounting policies, and its status as an emerging growth company Overview This section provides a high-level summary of the company's business as a blank check company (SPAC) and its strategy for a business combination - The company is a blank check company (SPAC) formed to effect a business combination, intending to target assets or businesses of scale across the critical minerals value chain[101] - Potential business combinations involving additional share issuance or significant debt could lead to equity dilution, subordination of rights, change in control, or adverse effects on market prices[102][106] | Item | Amount (as of June 30, 2022) | | :------------------------------------ | :--------------------------- | | Cash held outside Trust Account | $197,350 | | Funds held inside Trust Account | $234,954,954 | Results of Operations This section analyzes the company's financial performance, detailing net income (loss), operating loss, and non-operating income for the reported periods | Metric | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2022 | Period June 9, 2021 (inception) through June 30, 2021 | | :------------------------------------ | :------------------------------- | :----------------------------- | :---------------------------------------------------- | | Net income (loss) | $1,399,670 | $6,609,492 | $(7,000) | | Loss from operations | $(557,530) | $(935,211) | $(7,000) | | Non-operating income | $1,957,200 | $7,544,703 | — | | Change in fair value of warrant liability | $1,624,000 | $7,192,000 | — | | Interest earned in Trust Account | $333,200 | $352,703 | — | - The company's activities from inception to June 30, 2022, have been limited to organizational activities, public offering preparation, and evaluating potential business combination candidates[109] Liquidity and Capital Resources This section discusses the company's ability to meet its short-term and long-term financial obligations, including its cash position and funding sources | Item | Amount (as of June 30, 2022) | | :------------------------------------ | :--------------------------- | | Cash on balance sheet | $197,350 | | Working capital | $624,577 | | Funds in Trust Account | $234,954,954 | - The company's primary liquidity sources are proceeds from the Public Offering ($230M) and Private Placement ($11.7M), with $234.6M placed in the Trust Account[112][114] - The Sponsor or its affiliates may loan funds for transaction costs, with up to $1,500,000 convertible into Private Placement Warrants[116] - Management believes the company has sufficient working capital and borrowing capacity to meet its needs through the earlier of a business combination or one year from filing[118] Related Party Transactions This section details transactions between the company and its related parties, such as the Sponsor, concerning shares, warrants, and financial arrangements - The Sponsor purchased 5,750,000 Founder Shares, which are subject to transfer restrictions and automatically convert to Class A ordinary shares upon a business combination[122][123] - The company issued a Sponsor Convertible Note on April 1, 2022, allowing borrowing up to $5,000,000 from the Sponsor for ongoing expenses, with no outstanding balance as of June 30, 2022[124] Commitments and Contractual Obligations This section outlines the company's significant financial commitments and contractual obligations, including deferred underwriting commissions and registration rights - The company has no long-term debt, capital lease obligations, operating lease obligations, or long-term liabilities as of June 30, 2022[126] | Item | Amount | | :------------------------------------ | :------------- | | Monthly Administrative Fees | $10,000 | | Total Incurred as of June 30, 2022 | $77,000 | - Underwriters are entitled to a deferred underwriting commission of $8,050,000 upon the completion of the initial business combination[128] - Holders of Founder Shares, Private Placement Warrants, and working capital loan warrants have registration rights[129] Critical Accounting Policies and Estimates This section describes the accounting policies and estimates that require significant judgment and are crucial to understanding the company's financial results - Income (loss) per ordinary share is calculated using the two-class method; diluted EPS is the same as basic EPS because warrants are contingent upon future events[131][133] - Warrant Securities are recorded as derivative liabilities and measured at fair value using models like Black-Scholes and Monte-Carlo Simulation, with changes recognized in the statement of operations[134][136] - Redeemable Class A ordinary shares are classified outside of permanent equity at redemption value, with changes recognized immediately[137] - Investments held in the Trust Account are classified as trading securities and presented at fair value[139] Emerging Growth Company This section explains the company's status as an "emerging growth company" under the JOBS Act and its election regarding accounting standards compliance - The company is an "emerging growth company" under the JOBS Act and has elected to use the extended transition period for complying with new or revised financial accounting standards[141][143] ITEM 3. Quantitative and Qualitative Disclosures about Market Risk This section states that quantitative and qualitative disclosures about market risk are not applicable to the company - Quantitative and qualitative disclosures about market risk are not applicable[145] ITEM 4. Controls and Procedures This section details the evaluation of the company's disclosure controls and procedures, concluding their effectiveness as of June 30, 2022, and reports no material changes in internal control over financial reporting Evaluation of Disclosure Controls and Procedures This section reports on the effectiveness of the company's disclosure controls and procedures as assessed by its certifying officers - The company's Certifying Officers concluded that disclosure controls and procedures were effective as of June 30, 2022[146] - Disclosure controls and procedures provide reasonable, not absolute, assurance that objectives are met, acknowledging inherent limitations[147] Changes in Internal Control over Financial Reporting This section confirms that there were no material changes in the company's internal control over financial reporting during the most recent fiscal quarter - There were no changes in internal control over financial reporting during the most recent fiscal quarter that materially affected, or are reasonably likely to materially affect, internal control over financial reporting[148] PART II – OTHER INFORMATION This section provides additional information not covered in the financial statements, including legal proceedings, risk factors, equity sales, and exhibits ITEM 1. LEGAL PROCEEDINGS. This section confirms that the company is not currently involved in any material legal proceedings, nor are any threatened against it or its officers/directors - The company is not currently subject to any material legal proceedings, nor is any material legal proceeding threatened against it or its officers or directors[151] ITEM 1A. RISK FACTORS. This section refers to previously disclosed risk factors in the Annual Report on Form 10-K and highlights new or updated risks, specifically the potential adverse effects of the COVID-19 pandemic and geopolitical conditions arising from the Ukraine-Russia conflict on the company's search for a business combination - The search for a business combination may be materially adversely affected by the recent COVID-19 outbreak and geopolitical conditions resulting from the invasion of Ukraine by Russia and subsequent sanctions[154][157][158] - These events could lead to adverse effects on economies, financial markets, liquidity, and disrupt operations, potentially delaying or preventing a business combination[155][157][158] ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. This section details the unregistered sale of Private Placement Warrants to the Sponsor and confirms the use of proceeds from both the Public Offering and Private Placement, which are held in the Trust Account | Item | Amount | | :------------------------------------ | :------------- | | Private Placement Warrants Sold | 11,700,000 | | Price per Private Placement Warrant | $1.00 | | Gross Proceeds from Private Placement | $11,700,000 | - Private Placement Warrants were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act[162] - Net proceeds of $234,600,000 from the Public Offering and Private Placement are held in the Trust Account as of December 31, 2021[164] ITEM 3. DEFAULTS UPON SENIOR SECURITIES This section states that there have been no defaults upon senior securities - There have been no defaults upon senior securities[165] ITEM 4. MINE SAFETY DISCLOSURES. This section indicates that mine safety disclosures are not applicable to the company - Mine safety disclosures are not applicable[166] ITEM 5. OTHER INFORMATION. This section states that there is no other information to disclose - No other information to disclose[167] ITEM 6. EXHIBITS This section lists all exhibits filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q, including various certifications and XBRL documents - Exhibits include certifications of Principal Executive Officer and Principal Financial Officer (31.1, 31.2, 32.1, 32.2) and Inline XBRL documents (101.INS, 101.CAL, 101.SCH, 101.DEF, 101.LAB, 101.PRE, 104)[170] SIGNATURES This section contains the required signatures of the company's authorized officers, certifying the submission of the report - The report was signed by Sunny S. Shah (Chief Executive Officer and Director) and Thomas M. Boehlert (Chief Financial Officer and Director) on August 1, 2022[175]