Rigel Resource Acquisition (RRAC) - 2022 Q3 - Quarterly Report

Financial Performance - As of September 30, 2022, the company reported a net loss of $(617,278) for the three months ended, primarily due to a loss in fair value of derivative liabilities of $1,694,688 and operating costs of $297,126, offset by interest income of $1,383,654 [112]. - For the nine months ended September 30, 2022, the company achieved a net income of $10,477,715, driven by a gain in fair value of derivative liabilities of $9,561,599 and interest income of $1,843,236, despite operating costs of $992,279 [113]. Initial Public Offering - The company completed its Initial Public Offering on November 9, 2021, raising gross proceeds of $275,000,000 from the sale of 27,500,000 Units [114]. Trust Account and Marketable Securities - As of September 30, 2022, the company held marketable securities in the trust account amounting to $307,846,892, consisting of U.S. Treasury Bills with a maturity of 180 days or less [117]. - As of September 30, 2022, the company had cash of $156,104 held outside the trust account, intended for identifying and evaluating target businesses [121]. Operating Activities and Costs - Cash used in operating activities for the nine months ended September 30, 2022, was $1,408,166, with changes in operating assets and liabilities using cash of $415,887 [118]. - The company has incurred significant costs in pursuit of 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 [125]. Business Combination and Agreements - The company intends to use substantially all funds held in the trust account to complete its initial Business Combination, with remaining proceeds used for working capital and growth strategies [120]. - The company entered into a Forward Purchase Agreement on November 4, 2021, for the purchase of up to 5,000,000 Units at a price of $10.00 per unit, contingent on the closing of a Business Combination [129]. - The company has a deferred underwriting commission obligation of $10,500,000, which will be waived if an initial Business Combination is not completed [128]. Accounting and Reporting - The Company accounts for its convertible promissory note under ASC 815, recording it at fair value on issuance and at each balance sheet date, with changes recognized as non-cash gains or losses [136]. - Derivative instruments, including Public Warrants and Private Placement Warrants, are recorded at fair value as of the IPO date and re-valued at each reporting date, with changes reported in the statements of operations [137]. - The Public Warrants and Private Placement Warrants are classified as liabilities and re-measured at fair value at each reporting period until exercised or expired, with changes recognized in the statements of operations [138]. - Share-based compensation is recognized at fair value on the grant date, with expenses included in general and administrative expenses in the statements of operations [139]. - The Company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements applicable to other public companies [142]. - The Company has elected not to opt out of the extended transition period under the JOBS Act, allowing it to adopt new accounting standards at the same time as private companies [143]. - The Company is not required to provide quantitative and qualitative disclosures about market risk as it is classified as a smaller reporting company [144].