Financial Performance - The Company reported a net income of $1,535,788 for the three months ended March 31, 2023, compared to $5,209,822 for the same period in 2022, reflecting a decrease of approximately 70.5%[59] - Basic and diluted net income per share for Class A redeemable ordinary shares was $0.05 for the three months ended March 31, 2023, down from $0.18 in the same period of 2022[60] Public Offering - The Company sold 23,000,000 Units in its Public Offering at a price of $10.00 per Unit, generating gross proceeds of $230,000,000[61] - An underwriting discount of 2.00% of the gross proceeds, amounting to $4,600,000, was paid to the Underwriters at the Closing Date[62] - The Deferred Underwriting Commission of 3.50% of the gross proceeds, or $8,050,000, is payable upon the completion of a Business Combination[62] - The Company recorded offering costs of $13,267,977 associated with the Public Offering, with $671,494 allocated to the Warrants and $12,596,483 allocated to redeemable Class A ordinary shares[40] - The Underwriters purchased a total of 23,000,000 Units, including 3,000,000 Units to cover over-allotments[99] - The cash underwriting discount paid to the Underwriters was 2% of the gross proceeds of the Public Offering, totaling $4,600,000[100] Shareholder Information - As of March 31, 2023, the Company had 23,000,000 Class A ordinary shares issued and outstanding, all subject to possible redemption[77] - The Sponsor purchased 5,750,000 Founder Shares for an aggregate price of $25,000, resulting in a per-share price of approximately $0.0044[64] - 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[80] - The Company is authorized to issue 1,000,000 preference shares, but none were issued or outstanding as of March 31, 2023[76] - The Company must maintain net tangible assets of at least $5,000,001 to redeem Class A ordinary shares[78] Assets and Liabilities - As of March 31, 2023, the assets held in the Trust Account amounted to $240,586,387, compared to $238,041,214 as of December 31, 2022, reflecting an increase of approximately 1%[91] - The Company had 23,200,000 warrants issued as of March 31, 2023, classified as liabilities at fair value[81] - The Private Placement Warrants were purchased at a price of $1.00 each, totaling $11,700,000[67] - The Company recognized $23,664,000 for derivative warrant liabilities upon their issuance on November 15, 2021[95] Expenses and Financial Obligations - The Company incurred $167,000 in service and administrative fees under an agreement to pay $10,000 per month since November 10, 2021[74] - The Company issued an unsecured convertible promissory note to the Sponsor for up to $5,000,000, with $1,250,000 borrowed as of January 5, 2023[71][73] - The unrecognized compensation expense related to Class B ordinary shares at March 31, 2023, was $2,612,244, which will be recorded when the performance condition occurs[55] - No unrecognized tax benefits were reported as of March 31, 2023, and the Company is not subject to income taxes in the Cayman Islands[51][52] Future Plans - The Company plans to extend the deadline for consummating a Business Combination from May 15, 2023, to May 15, 2024[102] Dividend Policy - 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[90] Fair Value Adjustments - The fair value of the Public Warrants was $1,150,000 as of March 31, 2023, compared to $805,000 as of December 31, 2022, indicating an increase of approximately 43%[94] - The change in fair value of the sponsor convertible note from December 31, 2022, to March 31, 2023, was a decrease of $1,000,000, bringing its value to $350,000[97] - The exercise price of the warrants may be adjusted if additional shares are issued at an effective price below $9.20 per share, with the new exercise price set at 115% of the greater of the market value or the issue price[89]
RCF Acquisition (RCFA) - 2023 Q1 - Quarterly Report