IPO and Trust Account - The company completed its Initial Public Offering (IPO) on November 9, 2021, raising gross proceeds of $300 million from the sale of 30 million units, including an over-allotment of 2.5 million units[20]. - Following the IPO, $306 million was placed in a Trust Account, which may be invested in U.S. government securities or money market funds until a Business Combination is completed[22]. - Public Shareholders can redeem their shares for a pro rata portion of the Trust Account, initially valued at $10.20 per share, with potential increases for extensions[25]. - If the initial Business Combination is not completed within 18 months (or up to 24 months with extensions), Public Shareholders may receive approximately $10.20 per share or less upon liquidation[49]. - The Trust Account may be reduced below $10.20 per public share due to third-party claims, affecting shareholder redemption amounts[69]. - The Sponsor is liable for claims that reduce Trust Account funds below $10.20 per public share, but may not have sufficient assets to cover these obligations[71]. - If the Trust Account proceeds are reduced below $10.20 per share, the funds available for initial Business Combination and redemptions could be significantly impacted[73]. - Negative interest rates on Trust Account investments could further decrease the per-share redemption amount below $10.20[73]. - If a bankruptcy petition is filed after distributing Trust Account proceeds, shareholders may face recovery claims, potentially reducing their received amounts[74]. - Claims of creditors may take priority over shareholder claims if a bankruptcy petition is filed before Trust Account distributions[75]. Business Combination Strategy - The company intends to pursue an initial Business Combination in the global mining industry, focusing on "green" and battery metals, with a target fair market value of at least 80% of the net assets held in the Trust Account[19][35]. - The company plans to utilize cash from the IPO and Private Placement Warrants for the initial Business Combination, with no operating revenues expected until after the completion of the Business Combination[24]. - The acquisition strategy will leverage Orion's extensive network and industry experience to identify and acquire businesses with sustainable competitive advantages in the metals and mining sector[26]. - The company aims to focus on innovative mining and processing technologies, battery materials technologies, and businesses that exhibit under-recognized value[29]. - A thorough due diligence review will be conducted for prospective target businesses, including meetings with management and inspections of facilities[30]. - The company anticipates structuring its initial Business Combination to acquire 100% of the target business's equity interests or assets, but may acquire less than 100% under certain conditions[36]. - The company may complete its initial Business Combination even if a majority of Public Shareholders do not support it, as shareholder approval is not always required[41]. - The company has not yet selected a specific target business for its initial Business Combination, making it difficult to evaluate potential risks and merits[86]. - The company may pursue a Business Combination with a private company with limited public information, which could lead to unexpected financial outcomes[105]. Financial Risks and Challenges - The company faces intense competition from established entities and other blank check companies, which may limit its ability to acquire sizable target businesses due to relatively limited financial resources[37]. - The ability of Public Shareholders to redeem shares for cash may make the company's financial condition unattractive to potential Business Combination targets[45]. - The company must complete its initial Business Combination within a prescribed time frame, which may give potential target businesses leverage in negotiations[48]. - If too many Public Shareholders exercise their redemption rights, the company may not meet closing conditions for a Business Combination, potentially leading to failure in completing the transaction[46]. - The company may face challenges in conducting due diligence on potential targets as it approaches its dissolution deadline, which could undermine the value of the Business Combination[48]. - The company may face challenges in raising equity and debt financing due to market volatility and decreased liquidity[53]. - The company may incur significant costs in pursuit of acquisition plans, potentially impacting its ability to operate for at least 18 months post-IPO[64]. - The company may face challenges in completing its initial Business Combination due to the grant of registration rights to initial shareholders, which could adversely affect the market price of Class A ordinary shares[85]. - The company may incur substantial debt to complete a Business Combination, which could negatively impact shareholder value and financial condition[101]. - The company may only complete one Business Combination with the proceeds from the Initial Public Offering and Private Placement Warrants, leading to a lack of diversification and increased financial risks[103]. Regulatory and Compliance Issues - The company may face compliance challenges under the Investment Company Act, which could hinder the completion of the initial Business Combination[76]. - Proposed SEC rules could impose additional disclosure requirements and increase costs related to Business Combination transactions[79]. - The initial Business Combination may be subject to review by U.S. government entities, potentially delaying or prohibiting the transaction[80]. - The management team may not be familiar with U.S. securities laws, leading to potential regulatory issues that could adversely affect operations[135]. - Compliance with the Sarbanes-Oxley Act may increase the time and costs associated with completing an acquisition, particularly for a blank check company[121]. Shareholder and Management Dynamics - Initial shareholders, directors, and officers have agreed to vote in favor of the initial Business Combination, which may increase the likelihood of obtaining necessary shareholder approval[42]. - Initial shareholders control 20% of the company's ordinary shares and will appoint all directors prior to the initial Business Combination, limiting public shareholders' influence[114]. - The company may engage its Sponsor or affiliates as advisors for Business Combinations, with financial interests potentially influencing the advice provided[189]. - The company may face conflicts of interest as directors and officers are not required to commit full time to its affairs, potentially impacting the ability to complete the initial Business Combination[140]. - The company may engage in a Business Combination with target businesses affiliated with its Sponsor, directors, or officers, which could raise potential conflicts of interest[97]. Operational and Financial Performance - The company has no operating revenues and lacks an operating history, which raises concerns about its ability to achieve its business objectives and complete its initial Business Combination[165]. - The company previously identified a material weakness in its internal control over financial reporting, which could adversely affect investor confidence and business operations[172]. - As of December 31, 2022, the company has remediated the material weakness in internal controls, but there is no assurance that additional weaknesses will not arise in the future[174]. - The financial statements include a substantial doubt about the company's ability to continue as a "going concern," raising concerns about its capital-raising plans and ability to complete its initial Business Combination[178]. - The company has not paid any cash dividends on its Class A ordinary shares and does not intend to do so prior to completing its initial Business Combination[206]. - The company generated gross proceeds of $300,000,000 from its Initial Public Offering of 30,000,000 Units at $10.00 per Unit[213]. - The company incurred operating costs of $1,394,710 during the same period[219]. - The company has placed approximately $306,900,000 of net proceeds from the Initial Public Offering and certain proceeds from the Private Placement in the Trust Account[215]. Market and Economic Conditions - Global economic conditions, including geopolitical tensions and inflation, may adversely affect the company's ability to find attractive target businesses for the initial Business Combination[122][123]. - The geopolitical conditions resulting from the invasion of Ukraine by Russia may adversely affect the search for a Business Combination and the target business[195]. - The company expects significant adverse consequences if its securities are delisted, including reduced liquidity and potential classification as a "penny stock" which could limit trading activity[147]. Miscellaneous - The company is incorporated under the laws of the Cayman Islands, which may limit investors' ability to protect their rights through U.S. Federal courts[157]. - The rights of shareholders and fiduciary responsibilities of directors are governed by Cayman Islands law, which differs from U.S. statutes and judicial precedents[158]. - The courts of the Cayman Islands are unlikely to enforce U.S. judgments based on federal securities laws, which may complicate legal recourse for shareholders[159]. - Public shareholders may face more difficulty in protecting their interests compared to shareholders of U.S. companies due to the company's jurisdiction[160].
Rigel Resource Acquisition (RRAC) - 2022 Q4 - Annual Report