Financial Performance - The net income for the three months ended June 30, 2023, was $552,924, while the net income for the six months ended June 30, 2023, was $2,088,712, compared to $1,399,670 and $6,609,492 for the same periods in 2022, respectively [67]. - The basic and diluted net income per share for redeemable Class A ordinary shares was $0.06 for the three months ended June 30, 2023, and $0.14 for the six months ended June 30, 2023, compared to $0.05 and $0.23 for the same periods in 2022 [67]. - The Company did not recognize any stock-based compensation expense during the three and six months ended June 30, 2023, with an unrecognized compensation expense of $2,612,244 related to Class B ordinary shares [62]. Shareholder Information - As of June 30, 2023, the redeemable Class A ordinary shares subject to possible redemption amounted to $138,249,706, down from $237,941,214 at December 31, 2022, reflecting a redemption of $104,889,892 and a remeasurement increase of $5,198,384 [57]. - As of June 30, 2023, the Company had 13,014,432 Class A ordinary shares issued and outstanding, with 9,985,568 shares redeemed at approximately $10.50 per share, totaling $104,889,892 [86]. - As of June 30, 2023, 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 [90]. Trust Account and Investments - Following the redemption, $136,755,526 remained in the Company's Trust Account [86]. - The fair value of the Company's assets held in the Trust Account was $138,349,706 as of June 30, 2023, down from $238,041,214 as of December 31, 2022 [102]. - The estimated fair values of investments held in the Trust Account are determined using available market information, primarily consisting of investments in money market funds [47]. Liabilities and Financial Instruments - The Company recognized $23,664,000 for derivative warrant liabilities upon their issuance on November 15, 2021 [106]. - The Company had 23,200,000 warrants issued as of June 30, 2023, consisting of 11,500,000 Public Warrants and 11,700,000 Private Placement Warrants, classified as liabilities at fair value [91]. - The fair value of the Company's financial instruments approximates their carrying amounts due to their short-term nature, except for warrants and redeemable shares which are carried at fair value [49]. Cash Management - The Company had no cash equivalents as of June 30, 2023, indicating a focus on liquidity management [46]. - The Company has not experienced losses on cash accounts that may exceed the Federal Depository Insurance Coverage limit of $250,000 as of June 30, 2023 [48]. Business Operations and Agreements - The Company has agreed to pay $10,000 per month for administrative support services, which will cease upon the completion of a Business Combination [82]. - The Company has incurred $197,000 in service and administrative fees since November 10, 2021 [82]. - The Company has amended its Charter to eliminate the limitation on redeeming public shares that would cause net tangible assets to be less than $5,000,001 [88]. Notes and Indemnities - The Sponsor has agreed to indemnify the Company if third-party claims reduce the Trust Account below $10.20 per public share [75]. - The Sponsor Convertible Note allows borrowing up to $5,000,000, with $2,600,000 outstanding as of June 30, 2023, valued at $260,000 [79]. - The Extension Convertible Promissory Note has a principal amount of up to $3,600,000, with $450,000 borrowed as of June 30, 2023, valued at $45,000 [81]. Underwriting and Offerings - The Underwriters were paid a cash underwriting discount of $4,600,000, which is 2% of the gross proceeds of the Public Offering [111]. - The total amount of Units purchased by the Underwriters reached 23,000,000 Units, including 3,000,000 Units to cover over-allotments [110]. Future Considerations - 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 [100]. - The exercise price of the warrants may be adjusted if additional shares are issued at a price below $9.20 per share [99]. - The change in fair value of sponsor notes from December 31, 2022, to June 30, 2023, resulted in a decrease to $305,000 from $100,000 [108]. - The Company will provide warrant holders with the final fair market value of the Class A ordinary shares no later than one business day after the 10-trading day period following the notice of redemption [95].
RCF Acquisition (RCFA) - 2023 Q2 - Quarterly Report