Financial Performance - For the year ended December 31, 2023, the company reported a net income of $4,737,502 and a loss from operations of $4,565,129, with non-operating income of $9,302,631[249]. - The company experienced a decrease in net income from $13,843,499 in 2022 to $4,737,502 in 2023[250]. - As of December 31, 2023, the Company had $222,581 in cash and a working capital deficit of $496,139, indicating liquidity challenges[263]. - The Company incurred service and administrative fees of $237,000 and $137,000 for the years ended December 31, 2023, and 2022, respectively[285]. Public Offering and Financing - The company completed a Public Offering on November 15, 2021, selling 23,000,000 Units at $10.00 per Unit, generating gross proceeds of $230,000,000[239]. - The company raised a total of $241,700,000 from the Public Offering and Private Placement, with $234,600,000 placed in a Trust Account[257]. - The company incurred offering costs of $13,267,977 related to the Public Offering, including $12,650,000 in underwriters' fees[255]. - Underwriters received a cash underwriting discount of 2% of the gross proceeds from the Public Offering, totaling $4,600,000, and are entitled to a Deferred Underwriting Commission of 3.5% or $8,050,000[286]. Business Combination and Strategy - The company entered into a Business Combination Agreement on December 5, 2023, to merge with Blue Gold Holdings Limited, subject to certain conditions[247]. - The company has not yet entered into a definitive agreement for an initial business combination but intends to target businesses across the critical minerals value chain[236]. - The Company extended the deadline for completing a Business Combination from May 15, 2024, to November 15, 2024, with specific payment conditions for the Trust Account[261]. - Management expressed substantial doubt about the Company's ability to continue as a going concern if a Business Combination is not completed by November 15, 2024[267]. Shareholder Activity - Shareholders redeemed 9,985,568 Class A ordinary shares for approximately $10.50 per share, totaling an aggregate redemption amount of $104,889,892[259]. - Shareholders redeemed 8,236,760 Class A ordinary shares for approximately $10.99 per share, totaling an aggregate redemption amount of $90,510,679[262]. Debt and Liabilities - The Sponsor Convertible Note was amended to extend the maturity date to May 15, 2024, or the effective date of a Business Combination[278]. - The Company issued an Extension Convertible Promissory Note with a principal amount of up to $3,600,000, borrowing $450,000 and $900,000 in the second and third quarters of 2023, respectively[281][282]. - The Company has no off-balance sheet arrangements or long-term liabilities as of December 31, 2023[268][284]. Management and Compensation - Mr. Shah's annual salary under the Employment Agreement is $50,000, with total compensation received amounting to $62,096 as of December 31, 2023[289][290]. - Upon Mr. Shah's resignation, the Company will pay him $12,500 in lieu of notice and for accrued but untaken holiday entitlement[291]. Accounting and Reporting - The Company evaluated Warrant Securities as derivative liabilities, recorded at fair value at inception, with changes recognized in the Statement of Operations[293]. - The Convertible Senior Secured Promissory Note was evaluated, with the fair value of the embedded derivative feature recorded on the balance sheet[294]. - The Company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[297]. Other Transactions - On November 1, 2023, the Sponsor entered into a Securities Purchase Agreement with Perception Capital Partners IV LLC, involving the acquisition of Class A Ordinary Shares and private placement warrants[300].
RCF Acquisition (RCFA) - 2023 Q4 - Annual Report