Rigel Resource Acquisition (RRAC) - 2023 Q2 - Quarterly Report

PART I. FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) This section presents the unaudited condensed financial statements for Rigel Resource Acquisition Corp, including balance sheets, statements of operations, changes in shareholders' deficit, and cash flows, along with comprehensive notes detailing accounting policies, related party transactions, commitments, and subsequent events Condensed Balance Sheets The condensed balance sheets provide a snapshot of the company's financial position, showing an increase in total assets and liabilities, and a growing shareholders' deficit, primarily driven by investments in the trust account and convertible notes Condensed Balance Sheets Data | Metric | June 30, 2023 (Unaudited) | December 31, 2022 (Audited) | | :----------------------------------- | :-------------------------- | :-------------------------- | | Cash | $31,549 | $109,595 | | Prepaid expenses | $194,597 | $481,630 | | Total Current Assets | $226,146 | $591,225 | | Investments held in the Trust Account | $320,526,875 | $310,488,798 | | Total Assets | $320,753,021 | $311,080,023 | | Accounts payable and accrued expenses | $563,561 | $405,882 | | Accrued offering costs | $378,324 | $393,324 | | Advances from related parties | $- | $99,722 | | Convertible promissory notes - related party | $2,820,443 | $236,300 | | Total Current Liabilities | $3,762,328 | $1,135,228 | | Derivative liabilities | $6,733,182 | $4,945,845 | | Deferred underwriting commission | $10,500,000 | $10,500,000 | | Total Liabilities | $20,995,510 | $16,581,073 | | Class A ordinary shares subject to possible redemption | $320,526,875 | $310,488,798 | | Total Shareholders' Deficit | $(20,769,364) | $(15,989,848) | - Total Assets increased by $9.67 million from December 31, 2022, to June 30, 2023, primarily due to an increase in investments held in the Trust Account[9] - Convertible promissory notes from related parties saw a substantial increase of $2.58 million, reaching $2,820,443 as of June 30, 2023[9] Condensed Statements of Operations The statements of operations show a decrease in net income for both the three and six months ended June 30, 2023, compared to the prior year, mainly due to a shift from gains to losses in the fair value of derivative liabilities, despite increased interest income from the Trust Account Condensed Statements of Operations Data | Metric | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :------------------------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | | Administrative fee – related party | $30,000 | $30,000 | $60,000 | $60,000 | | General and administrative | $255,146 | $261,571 | $598,036 | $635,153 | | TOTAL EXPENSES | $285,146 | $291,571 | $658,036 | $695,153 | | Income earned on Investments held in Trust Account | $3,718,283 | $434,608 | $7,038,077 | $459,582 | | Change in fair value of convertible notes payable – related party | $(25,624) | $74,277 | $(26,792) | $74,277 | | Change in fair value of derivative liabilities | $(126,825) | $5,503,204 | $(1,787,337) | $11,256,287 | | TOTAL OTHER INCOME, NET | $3,565,834 | $6,012,089 | $5,223,948 | $11,790,146 | | Net Income | $3,280,688 | $5,720,518 | $4,565,912 | $11,094,993 | | Basic and diluted net income per share of Class A common stock | $0.09 | $0.14 | $0.12 | $0.28 | | Basic and diluted net income per share of Class B common stock | $0.09 | $0.14 | $0.12 | $0.28 | - Net Income decreased by 42.6% for the three months ended June 30, 2023, and by 58.8% for the six months ended June 30, 2023, compared to the same periods in 2022[11] - Income earned on Investments held in Trust Account increased significantly by 755.5% for the six months ended June 30, 2023, reaching $7,038,077[11] Condensed Statements of Changes in Shareholders' Deficit The statements of changes in shareholders' deficit illustrate the factors impacting equity, primarily showing an increase in the accumulated deficit due to the accretion of Class A ordinary shares to redemption value, partially offset by net income Condensed Statements of Changes in Shareholders' Deficit Data | Metric | January 1, 2023 | March 31, 2023 | June 30, 2023 | | :------------------------------------------------- | :---------------- | :--------------- | :-------------- | | Balance (Shareholders' Deficit) | $(15,989,848) | $(17,971,409) | $(20,769,364) | | Related party Note Proceeds in excess of fair value | - | $53,009 | $639,640 | | Remeasurement of Class A ordinary shares | - | $(53,009) | $(639,640) | | Current period accretion of Class A ordinary shares to redemption value | - | $(3,319,794) | $(6,718,283) | | Net income | - | $1,285,224 | $3,280,688 | - The total Shareholders' Deficit increased from $(15,989,848) at January 1, 2023, to $(20,769,364) at June 30, 2023[13] - Accretion of Class A ordinary shares to redemption value was a significant charge, totaling $(10,038,077) for the six months ended June 30, 2023[13] Condensed Statements of Cash Flows The condensed statements of cash flows show a decrease in cash used in operating activities and a significant increase in cash provided by financing activities for the six months ended June 30, 2023, primarily due to proceeds from convertible promissory notes, while investing activities included a new deposit into the trust account Condensed Statements of Cash Flows Data | Cash Flow Activity | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :----------------------------------- | :------------------------------- | :------------------------------- | | Net income | $4,565,912 | $11,094,993 | | Investment income earned on investments held in the Trust Account | $(7,038,077) | $(459,582) | | Change in fair value of derivative liabilities | $1,787,337 | $(11,256,287) | | Change in fair value of convertible promissory notes – related party | $26,792 | $(74,277) | | Net Cash Used In Operating Activities | $(213,324) | $(1,327,247) | | Cash deposited into trust account | $(3,000,000) | $- | | Net Cash Used In Investing Activities | $(3,000,000) | $- | | Repayment of advances from related parties | $(99,722) | $- | | Proceeds from convertible promissory notes – related party | $3,250,000 | $300,000 | | Payment of offering costs | $(15,000) | $(411,331) | | Net Cash Provided By (Used In) Financing Activities | $3,135,278 | $(111,331) | | Net change in cash | $(78,046) | $(1,438,578) | | Cash at end of period | $31,549 | $237,023 | - Net cash used in operating activities decreased significantly from $(1,327,247) in 2022 to $(213,324) in 2023[16] - Net cash provided by financing activities was $3,135,278 for the six months ended June 30, 2023, primarily driven by $3,250,000 in proceeds from convertible promissory notes[16] Notes to Condensed Financial Statements These notes provide essential context and detailed disclosures for the financial statements, covering the company's nature, significant accounting policies, related party transactions, commitments, and subsequent events, which are crucial for understanding its financial position and performance NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN Rigel Resource Acquisition Corp is a blank check company formed to complete a business combination, having raised significant capital through an IPO and private placement. The company faces substantial doubt about its ability to continue as a going concern due to the limited time remaining to complete an acquisition and ongoing costs - The Company was incorporated on April 6, 2021, as a blank check company to effect a Business Combination[19] - The Initial Public Offering (IPO) on November 9, 2021, generated gross proceeds of $275,000,000 from 27,500,000 units[21] - Shareholders approved an extension of the Business Combination period from August 9, 2023, to August 9, 2024, at a Special Meeting on August 7, 2023[27] - The Company has incurred significant costs and has less than 12 months to complete a Business Combination, raising substantial doubt about its ability to continue as a going concern[36] NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This section outlines the company's key accounting policies, including its status as an emerging growth company, the use of estimates, and the treatment of investments in the trust account, redeemable Class A ordinary shares, income taxes, convertible promissory notes, and derivative financial instruments - The Company is an 'emerging growth company' and has elected to use the extended transition period for new or revised financial accounting standards[40][41] - Significant estimates and assumptions include the fair value of related party convertible notes and changes in fair value of derivative liabilities[43] - Class A ordinary shares subject to possible redemption are classified as temporary equity and adjusted to redemption value at each reporting period[45][46] - Convertible promissory notes and derivative instruments (warrants, Forward Purchase Agreement) are recorded at fair value, with changes recognized in the statements of operations[54][55][56] NOTE 3. INITIAL PUBLIC OFFERING The Initial Public Offering involved the sale of 30,000,000 units at $10.00 each, generating $300,000,000, with each unit comprising one Class A ordinary share and one-half of one redeemable warrant - The Company sold 30,000,000 Units at $10.00 per Unit, generating gross proceeds of $300,000,000[60] - Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant, exercisable at $11.50 per share[60] NOTE 4. PRIVATE PLACEMENT Simultaneously with the IPO, the company completed a private placement of 14,000,000 Private Placement Warrants at $1.00 each, raising $14,000,000, with proceeds allocated to the Trust Account - 14,000,000 Private Placement Warrants were sold at $1.00 per warrant, generating $14,000,000 in gross proceeds[61] - Proceeds from the Private Placement were added to the Trust Account and will be used to fund the redemption of Public Shares if a Business Combination is not completed[62] - Private Placement Warrants are subject to transfer restrictions until 30 days after the completion of an Initial Business Combination[63] NOTE 5. RELATED PARTY TRANSACTIONS This note details various transactions with related parties, including the issuance and transfer of Founder Shares, administrative fees paid to the Sponsor, and significant convertible promissory notes (Working Capital Loans and the First Extension Loan) provided by the Sponsor - The Sponsor received 7,500,000 Class B ordinary shares (Founder Shares) and transferred some to independent directors and the President[64][65] - The Company pays the Sponsor $10,000 per month for administrative support; $60,000 was recorded for the six months ended June 30, 2023[68] - Working Capital Loans from the Sponsor totaled $550,000 outstanding as of June 30, 2023, and the Sponsor advanced $3,000,000 under the First Extension Loan on May 8, 2023[71][72][73] - The fair value of the convertible notes was $2,820,443 at June 30, 2023, with a change in fair value of $665,857 for the six months ended June 30, 2023[74] NOTE 6. COMMITMENTS AND CONTINGENCIES This section outlines the company's commitments and potential liabilities, including registration rights for certain shareholders, a deferred underwriting commission contingent on a business combination, the Forward Purchase Agreement with an affiliate of the Sponsor, and legal fees contingent on a business combination - Holders of Founder Shares, Private Placement Units, and warrants from Working Capital Loans are entitled to registration rights[76] - A deferred underwriting fee of $10,500,000 is payable upon the completion of a Business Combination[78] - The Company has a Forward Purchase Agreement with Orion Mine Finance for up to 5,000,000 units, contingent on a Business Combination[80] - The Forward Purchase Agreement is classified as a derivative liability, with a fair value of $3,714,282 as of June 30, 2023[83] NOTE 7. SHAREHOLDERS' DEFICIT This note details the authorized and outstanding share capital, including Preferred, Class A, and Class B ordinary shares, outlining their par values, voting rights, and the conversion mechanism for Class B shares upon a business combination - The Company is authorized to issue 5,000,000 Preferred shares (none issued), 500,000,000 Class A ordinary shares (30,000,000 issued and outstanding, classified as temporary equity), and 50,000,000 Class B ordinary shares (7,500,000 issued and outstanding)[85][86][87] - Class B ordinary shares automatically convert into Class A ordinary shares on a one-for-one basis upon a Business Combination, subject to adjustment[89] NOTE 8. WARRANTS This section describes the terms of the Public Warrants and Private Placement Warrants, including their exercisability, redemption conditions, and the accounting classification of all warrants as liabilities due to specific provisions - Public Warrants become exercisable 30 days after a Business Combination or 12 months from the IPO closing, expiring five years after a Business Combination[90] - The Company may redeem Public Warrants under two conditions: if the Class A ordinary share price equals or exceeds $18.00 (at $0.01 per warrant) or $10.00 (at $0.10 per warrant, with cashless exercise option and concurrent Private Placement Warrant exchange)[93][94][95][98] - All 29,000,000 warrants (15,000,000 Public and 14,000,000 Private Placement Warrants) are classified as liabilities in accordance with ASC 815-40[97] NOTE 9. FAIR VALUE MEASUREMENTS This note details the fair value measurements of the company's financial assets and liabilities, categorizing them into a three-tier hierarchy (Level 1, 2, or 3) based on the observability of inputs, and provides a summary of changes in Level 3 fair values - The fair value hierarchy categorizes inputs as Level 1 (quoted prices in active markets), Level 2 (observable inputs other than Level 1), and Level 3 (unobservable inputs)[57][63][150] Fair Value Measurements Data | Description | Level | June 30, 2023 | December 31, 2022 | | :----------------------------------- | :---- | :-------------- | :---------------- | | Marketable securities held in the Trust Account | 1 | $320,526,875 | $310,488,798 | | Convertible promissory notes - related party | 3 | $2,820,443 | $236,300 | | Warrant liability - Private Placement Warrants | 2 | $1,457,400 | $1,400,000 | | Warrant liability - Public Warrants | 1 | $1,561,500 | $1,500,000 | | Forward Purchase Agreement | 3 | $3,714,282 | $2,045,845 | | Total Derivative liabilities | | $6,733,182 | $4,945,845 | - Key inputs for Level 3 valuations (Convertible Promissory Notes and Forward Purchase Agreement) include volatility, risk-free interest rate, expected life, and an 80% probability of business combination[106][107] NOTE 10. SUBSEQUENT EVENTS This note discloses significant events after the balance sheet date, including shareholder approval to extend the business combination period to August 9, 2024, the redemption of 5,429,967 Class A ordinary shares, and the Sponsor's Second Extension Loan of $248,387.10 to the Trust Account - Shareholders approved charter amendments on August 7, 2023, extending the Business Combination deadline to August 9, 2024, and eliminating the net tangible assets redemption limitation[109] - 5,429,967 Class A ordinary shares were redeemed for approximately $58,279,780, leaving $263,710,001 in the Trust Account[112] - On August 9, 2023, the Sponsor advanced $248,387.10 to the Trust Account under the Second Extension Loan, with potential monthly contributions up to $4,200,000[113][114] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the company's financial condition and results of operations, highlighting recent developments such as the extension of the business combination period, share redemptions, and the impact of fair value changes on net income, while reiterating liquidity challenges and critical accounting policies Cautionary Note Regarding Forward-Looking Statements This section advises readers that the report contains forward-looking statements based on current expectations, which are subject to known and unknown risks, uncertainties, and assumptions that could cause actual results to differ materially - The report includes forward-looking statements based on current expectations and projections about future events[117] - Actual results, levels of activity, performance, or achievements may differ materially due to known and unknown risks, uncertainties, and assumptions[117] Overview Rigel Resource Acquisition Corp is a blank check company established to pursue a business combination, with a specific focus on targets within the global mining industry, including those involved in 'green' and battery metals - The Company is a blank check company incorporated on April 6, 2021, for the purpose of effecting a Business Combination[118] - The Company intends to pursue an initial Business Combination with a target in the global mining industry, including 'green' and/or battery metals and industrial minerals mining operators[118] Recent Developments Recent developments include the approval of charter amendments to extend the business combination period to August 9, 2024, the redemption of a significant number of Class A ordinary shares, and the Sponsor's provision of additional promissory notes to the Trust Account Business Combination Period Extension Shareholders approved a special resolution to amend the Company's charter, extending the deadline for completing an initial Business Combination from August 9, 2023, to August 9, 2024, and removing the net tangible assets redemption limitation - Shareholders approved an amendment to the Charter to extend the Business Combination deadline from August 9, 2023, to August 9, 2024[119] - The amendment also eliminated the limitation that the Company may not redeem Public Shares if it would cause net tangible assets to be less than $5,000,001[119] Redemption of Class A Ordinary Shares In connection with the vote to approve the Charter Amendments, holders of 5,429,967 Class A ordinary shares exercised their redemption rights, resulting in an aggregate redemption amount of approximately $58.3 million and leaving $263.7 million in the Trust Account - 5,429,967 Class A ordinary shares were redeemed for cash at approximately $10.73 per share[122] - The aggregate redemption amount was approximately $58,279,780[122] - Approximately $263,710,001 remained in the Trust Account after the redemptions[122] Promissory Notes The Sponsor advanced $248,387.10 to the Trust Account under the Second Extension Loan, agreeing to further monthly contributions up to $4,200,000 to support the extended business combination period, with a portion convertible into warrants - On August 9, 2023, the Sponsor advanced $248,387.10 to the Trust Account under the Second Extension Loan[124] - The Sponsor agreed to contribute up to $0.03 per non-redeemed Public Share or $350,000 monthly, with a maximum aggregate of $4,200,000, until August 9, 2024[125] - Up to $1,500,000 of these contributions can be settled in whole warrants to purchase Class A ordinary shares at $1.00 per warrant[125] Results of Operations The company has not generated operating revenues since inception, with net income primarily derived from interest income on trust account investments and significantly impacted by changes in the fair value of derivative liabilities and convertible notes, showing a decrease in net income year-over-year - The Company has not engaged in any operations or generated any operating revenues since its inception on April 6, 2021[128] Results of Operations Data | Metric | Three Months Ended June 30, 2023 | Six Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2022 | | :----------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | | Net Income | $3,280,688 | $4,565,912 | $5,720,518 | $11,094,993 | | Income earned on Investments held in Trust Account | $3,718,283 | $7,038,077 | $434,608 | $459,582 | | Change in fair value of derivative liabilities | $(126,825) | $(1,787,337) | $5,503,204 | $11,256,287 | | Change in fair value of convertible notes | $(25,624) | $(26,792) | $74,277 | $74,277 | - Net income for the six months ended June 30, 2023, was $4,565,912, a decrease from $11,094,993 in the prior year, primarily due to a loss in fair value of derivative liabilities[129][130] Liquidity and Capital Resources The company's liquidity is primarily supported by funds in the trust account from its IPO and private placement, supplemented by Sponsor loans. Despite these resources, the company faces substantial doubt about its ability to continue as a going concern due to ongoing acquisition costs and the deadline for completing a business combination - The Company consummated an IPO of 27,500,000 Units for $275,000,000 and a Private Placement of 14,000,000 warrants for $14,000,000[131][132] - As of June 30, 2023, marketable securities held in the trust account totaled $320,526,875[134] - Cash used in operating activities for the six months ended June 30, 2023, was $213,324, a decrease from $1,327,247 in the prior year[135][136] - The Company has less than 12 months to complete a Business Combination, and its current liquidity raises substantial doubt about its ability to continue as a going concern[141] Off-balance Sheet Financing Arrangements The company confirms that it has no off-balance sheet financing arrangements, special purpose entities, or guarantees of debt as of June 30, 2023 - The Company has no obligations, assets, or liabilities that would be considered off-balance sheet arrangements as of June 30, 2023[142] Contractual Obligations The company's contractual obligations include a monthly administrative fee to an affiliate of its Sponsor, a deferred underwriting commission contingent on a business combination, and commitments under a Forward Purchase Agreement - The Company has an agreement to pay an affiliate of its Sponsor a monthly fee of $10,000 for office space, administrative, and support services[144] - A deferred underwriting commission of $10,500,000 is payable to the underwriter upon the completion of an initial Business Combination[145] - The Company entered into a Forward Purchase Agreement with Orion Mine Finance for the purchase of up to 5,000,000 units, contingent on a Business Combination[146] - Approximately $378,300 in legal fees are contingent upon the consummation of a Business Combination[145] Critical Accounting Policies and Estimates This section reiterates the company's critical accounting estimates and policies, particularly focusing on fair value measurements for complex financial instruments like convertible notes and derivative liabilities, and its status as an emerging growth company Fair value measurements Fair value is defined as the price for an orderly transaction between market participants, and the company utilizes a three-tier hierarchy (Level 1, 2, or 3) to prioritize inputs for measuring fair value, aiming to maximize observable inputs - Fair value is defined as the price received for selling an asset or paid to transfer a liability in an orderly transaction[148] - The Company uses a three-tier fair value hierarchy: Level 1 (quoted prices in active markets), Level 2 (observable inputs other than Level 1), and Level 3 (unobservable inputs)[148][150] Class A ordinary shares subject to possible redemption Class A ordinary shares with redemption rights are classified as temporary equity and their carrying value is adjusted to equal the redemption value at the end of each reporting period - Class A ordinary shares subject to possible redemption are classified as temporary equity[151] - The carrying value of redeemable Class A ordinary shares is adjusted to equal the redemption value at the end of each reporting period[152] Net income per share Net income per share is calculated using the two-class method, with basic and diluted earnings per share being the same because warrants are considered anti-dilutive - Net income per share is computed by dividing net income by the weighted average number of ordinary shares using the two-class method[153] - Diluted earnings per ordinary share is the same as basic earnings per ordinary share because warrants are anti-dilutive[153] Convertible Promissory Notes The company accounts for its convertible promissory notes using the fair value option under ASC 825, recording them at initial fair value and subsequently recognizing changes in fair value as non-cash gains or losses in the statements of operations - Convertible promissory notes are accounted for under ASC 815, with the fair value option elected under ASC 825[154] - Changes in the estimated fair value of the notes are recognized as a non-cash gain or loss on the condensed statements of operations[154] Derivative Financial Instruments The company classifies its Public Warrants, Private Placement Warrants, and Forward Purchase Agreement as derivative instruments, measuring them at fair value at issuance and each reporting date, with changes recognized in the statements of operations - Public Warrants, Private Placement Warrants, and the Forward Purchase Agreement are determined to be derivative instruments[155] - These derivative instruments are measured at fair value at issuance and each reporting date, with changes recognized in the condensed statements of operations[155] Warrant Instruments Public Warrants, Private Placement Warrants, and the Forward Purchase Agreement are classified as liabilities at fair value and re-measured at each balance sheet date, with changes in fair value recognized in the statements of operations - The Public Warrants, Private Placement Warrants, and Forward Purchase Agreement are classified as liabilities at fair value[157] - These liabilities are re-measured at each balance sheet date, and any change in fair value is recognized in the Company's statements of operations[157] Recent Accounting Standards Management believes that no recently issued, but not yet effective, accounting standards would have a material effect on the company's financial statements if currently adopted - Management does not believe that any recently issued, but not yet effective, accounting standards would have a material effect on the Company's financial statements[158] Emerging Growth Company The company is an 'emerging growth company' under the JOBS Act, allowing it to take advantage of certain exemptions from reporting requirements and an extended transition period for new accounting standards, which may affect comparability with other public companies - The Company is an 'emerging growth company' as defined in Section 2(a) of the Securities Act[159] - The Company has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards[160] Item 3. Quantitative and Qualitative Disclosures About Market Risk As a smaller reporting company, Rigel Resource Acquisition Corp is exempt from providing quantitative and qualitative disclosures about market risk - The Company is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk[161] Item 4. Controls and Procedures Management concluded that the company's disclosure controls and procedures were not effective as of June 30, 2023, due to a material weakness in accounting for complex financial instruments, and is implementing remediation efforts Evaluation of Disclosure Controls and Procedures Management identified a material weakness in internal controls over financial reporting related to the proper presentation of financial statements for complex financial instruments, leading to a conclusion that disclosure controls and procedures were not effective as of June 30, 2023 - Management concluded that disclosure controls and procedures were not effective as of June 30, 2023[163] - A material weakness was identified in the Company's processes to ensure financial statements were properly presented in accordance with GAAP, particularly for complex financial instruments[163] - Remediation efforts include devoting additional resources, enhancing evaluation processes for complex accounting standards, and adding management oversight[164] Changes in Internal Control over Financial Reporting No material changes in internal control over financial reporting occurred during the fiscal quarter ended June 30, 2023, other than the circumstances related to the identified material weakness - There was no change in internal control over financial reporting that materially affected, or is reasonably likely to materially affect, internal control over financial reporting during the fiscal quarter ended June 30, 2023, other than the circumstances described in the evaluation of disclosure controls[167] PART II. OTHER INFORMATION Item 1. Legal Proceedings The company reports that there are no legal proceedings - There are no legal proceedings[170] Item 1A. Risk Factors This section refers to previously disclosed risk factors and emphasizes the substantial doubt about the company's ability to continue as a going concern, highlighting the potential for liquidation if a business combination is not completed by August 9, 2024 - The Company's financial statements include a disclosure regarding the substantial doubt about its ability to continue as a 'going concern'[172] - If a Business Combination is not consummated by August 9, 2024, the Company will cease operations, redeem 100% of Public Shares, and liquidate, with warrants expiring worthless[173] - No material changes to the risk factors disclosed in prior SEC filings, except as described in this report[171] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds The company reports no unregistered sales of equity securities during the three and six months ended June 30, 2023, and confirms no material change in the planned use of proceeds from its Initial Public Offering and Private Placement - There were no unregistered sales of equity securities during the three and six months ended June 30, 2023[174] - There has been no material change in the planned use of the proceeds from the Initial Public Offering and Private Placement[174] Item 3. Defaults Upon Senior Securities The company reports no defaults upon senior securities - There are no defaults upon senior securities[175] Item 4. Mine Safety Disclosures This item is not applicable to the company - Mine Safety Disclosures are not applicable to the Company[176] Item 5. Other Information The company reports that no director or officer adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the three and six months ended June 30, 2023 - No director or officer adopted or terminated a 'Rule 10b5-1 trading arrangement' or 'non-Rule 10b5-1 trading arrangement' during the three and six months ended June 30, 2023[177] Item 6. Exhibits This section lists all exhibits filed as part of, or incorporated by reference into, the Quarterly Report on Form 10-Q, including charter amendments, convertible promissory notes, and certifications - Exhibits include amendments to the Company's Amended and Restated Memorandum and Articles of Association (3.1, 3.2)[180] - Convertible Promissory Notes with Rigel Resource Acquisition Holding LLC (10.1, 10.2) are filed as exhibits[180] - Certifications of the Principal Executive Officer and Principal Financial Officer (31.1, 31.2, 32.1, 32.2) are included[180] SIGNATURE The report is duly signed on behalf of Rigel Resource Acquisition Corp by its Chief Executive Officer, Jonathan Lamb, and Chief Financial Officer, Jeff Feeley, on August 15, 2023 - The report was signed by Jonathan Lamb, Chief Executive Officer, and Jeff Feeley, Chief Financial Officer, on August 15, 2023[186]