Mga Batayang Estadistika
| LEI | 549300OIPQ0V26BHLX71 |
| CIK | 1870143 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Perception Capital Corp. IV
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| March 28, 2025 |
Exhibit 4.1 DESCRIPTION OF SECURITIES The following description of our securities is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to our amended and restated memorandum and articles of association, which is incorporated by reference as an exhibit to the Annual Report on Form 10-K of which this exhibit is a part. We encourage you to read |
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| March 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 001-41039 PERCEPTION CAPITAL CORP. I |
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| March 11, 2025 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 6, 2025 Perception Capital Corp. IV (Exact name of registrant as specified in its charter) Cayman Islands 001-41039 N/A (State or other jurisdiction of incorporation) (Commissio |
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| February 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| December 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 OR For the transition period from to Commission file number: 001-41039 PERCE |
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| December 4, 2024 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ("NYSE" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Class A Ordinary Shares, Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant, and Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11. |
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| November 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 13, 2024 Perception Capital Corp. IV (Exact name of registrant as specified in its charter) Cayman Islands 001-41039 N/A (State or other jurisdiction of incorporation) (Commi |
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| November 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-41039 CUSIP NUMBER 64823D201 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tran |
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| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 7, 2024 PERCEPTION CAPITAL CORP. IV (Exact name of registrant as specified in its charter) Cayman Islands 001-41039 N/A (State or other jurisdiction of incorporation) (Commis |
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| November 14, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 7, 2024 PERCEPTION CAPITAL CORP. IV (Exact name of registrant as specified in its charter) Cayman Islands 001-41039 N/A (State or other jurisdiction of incorporation) (Commis |
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| November 14, 2024 |
SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Perception Capital Corp. IV (Name of Issuer) Common Shares (Title of Class of Securities) 64823D201 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant t |
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| November 14, 2024 |
EX-99.A Exhibit A Lists of the relevant subsidiaries Subsidiary Principal business office Classification Mizuho Bank, Ltd 1–5–5, Otemachi, Chiyoda–ku, Tokyo 100–8176, Japan A non-U.S. institution equivalent to Bank Mizuho Americas LLC 1271 Avenue of the Americas, NY, NY 10020, USA A parent holding company Mizuho Securities USA LLC 1271 Avenue of the Americas, NY, NY 10020, USA A registered Broker- |
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| November 14, 2024 |
Exhibit 2.1 Execution Version AMENDMENT NUMBER 1 TO SECOND AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT This Amendment Number 1 to Second Amended and Restated Business Combination Agreement (this “Amendment”) between Perception Capital Corp. IV (formerly known as RCF Acquisition Corp.), a Cayman Islands exempted company limited by shares (“Perception”) and Blue Gold Holdings Limited, a priv |
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| November 14, 2024 |
Exhibit 2.1 Execution Version AMENDMENT NUMBER 1 TO SECOND AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT This Amendment Number 1 to Second Amended and Restated Business Combination Agreement (this “Amendment”) between Perception Capital Corp. IV (formerly known as RCF Acquisition Corp.), a Cayman Islands exempted company limited by shares (“Perception”) and Blue Gold Holdings Limited, a priv |
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| November 14, 2024 |
EX-99.B Exhibit B Power of Attorney Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations thereunder, the undersigned, in the undersigned capacity as an authorized representative of Mizuho Bank, Ltd., Mizuho Americas LLC and Mizuho Securities USA LLC (collectively, the “Companies”), hereby grants full power and authori |
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| October 31, 2024 |
DEF 14A 1 ea0216709-02.htm PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statemen |
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| October 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission |
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| September 30, 2024 |
Exhibit 10.1 NOTE CANCELLATION AGREEMENT This Note Cancellation Agreement (this “Agreement”) between Perception Capital Corp. IV, f/k/a RCF Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Blue Capital Management Partners, LLP (“Note Holder”) is dated September 23, 2024. BACKGROUND A. The Company previously issued to the Note Holder that certain Convertible Senior Secured P |
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| September 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 24, 2024 PERCEPTION CAPITAL CORP. IV (Exact name of registrant as specified in its charter) Cayman Islands 001-41039 N/A (State or other jurisdiction of incorporation) (Comm |
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| September 30, 2024 |
Exhibit 10.2 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER TH |
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| September 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 OR For the transition period from to Commission file number: 001-41039 PERCEPTION |
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| September 11, 2024 |
Preferred Stock Purchase Agreement Exhibit 10.2 Execution Version PREFERRED STOCK PURCHASE AGREEMENT This PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”) between Perception Capital Corp. IV, a Cayman Islands exempted company (the “Company”) and BCMP Services Limited, a limited company incorporated in England and Wales (the “Buyer”; together with the Company, the “Parties” and, each, a “Party”)) is dated September 6, 2024 (the |
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| September 11, 2024 |
Exhibit 10.1 WARRANT EXCHANGE AGREEMENT This Warrant Exchange Agreement (this “Agreement”) between Perception Capital Corp. IV (the “Company”) and Perception Capital Partners IV LLC (the “Holder”; together with the Company, the “Parties” and, each, a “Party) is dated September 6, 2024 (the “Signing Date”). BACKGROUND A. The Holder currently owns 9,067,500 warrants (collectively, the “Existing Warr |
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| September 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 6, 2024 PERCEPTION CAPITAL CORP. IV (Exact name of registrant as specified in its charter) Cayman Islands 001-41039 N/A (State or other jurisdiction of incorporation) (Commi |
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| August 30, 2024 |
Exhibit 4.1 DESCRIPTION OF SECURITIES The following description of our securities is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to our amended and restated memorandum and articles of association, which is incorporated by reference as an exhibit to the Annual Report on Form 10-K of which this exhibit is a part. We encourage you to read |
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| August 30, 2024 |
RCF ACQUISITION CORP. CLAWBACK POLICY Exhibit 97.1 RCF ACQUISITION CORP. CLAWBACK POLICY Introduction The Board of Directors (the “Board”) of RCF Acquisition Corp. (the “Company”) believes that it is in the best interests of the Company and its stockholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Board has therefore |
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| August 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 001-41039 PERCEP |
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| August 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 21, 2024 PERCEPTION CAPITAL CORP. IV (Exact name of registrant as specified in its charter) Cayman Islands 001-41039 N/A (State or other jurisdiction of incorporation) (Commiss |
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| August 27, 2024 |
Perception Capital Corp. IV Receives Notice of Filing Delinquency from the New York Stock Exchange Exhibit 99.1 Perception Capital Corp. IV Receives Notice of Filing Delinquency from the New York Stock Exchange MINNEAPOLIS, MN, Aug. 27, 2024 (GLOBE NEWSWIRE) - Perception Capital Corp. IV (NYSE: RCFA), a special purpose acquisition corporation, received written notice on August 21, 2024 from the New York Stock Exchange (NYSE) that, because the Company has not yet filed its Quarterly Report on Fo |
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| August 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 26, 2024 PERCEPTION CAPITAL CORP. IV (Exact name of registrant as specified in its charter) Cayman Islands 001-41039 N/A (State or other jurisdiction of incorporation) (Commiss |
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| August 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-41039 CUSIP NUMBER 64823D201 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transitio |
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| June 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 12, 2024 PERCEPTION CAPITAL CORP. IV (Exact name of registrant as specified in its charter) Cayman Islands 001-41039 N/A (State or other jurisdiction of incorporation) (Commissio |
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| June 14, 2024 |
Exhibit 2.1 Annex A Execution Version SECOND AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT among PERCEPTION CAPITAL CORP. IV (FORMERLY KNOWN AS RCF ACQUISITION CORP.), as Perception, BLUE GOLD LIMITED, as Perception Merger Sub, and BLUE GOLD HOLDINGS LIMITED, as BGHL Dated June 12, 2024 TABLE OF CONTENTS Annex A Page(s) ARTICLE I CONTEMPLATED TRANSACTIONS 2 1.1 [Reserved]. 2 1.2 Merger. 2 1. |
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| June 14, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 12, 2024 PERCEPTION CAPITAL CORP. IV (Exact name of registrant as specified in its charter) Cayman Islands 001-41039 N/A (State or other jurisdiction of incorporation) (Commissio |
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| June 14, 2024 |
Exhibit 2.1 Annex A Execution Version SECOND AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT among PERCEPTION CAPITAL CORP. IV (FORMERLY KNOWN AS RCF ACQUISITION CORP.), as Perception, BLUE GOLD LIMITED, as Perception Merger Sub, and BLUE GOLD HOLDINGS LIMITED, as BGHL Dated June 12, 2024 TABLE OF CONTENTS Annex A Page(s) ARTICLE I CONTEMPLATED TRANSACTIONS 2 1.1 [Reserved]. 2 1.2 Merger. 2 1. |
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| May 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 OR For the transition period from to Commission file number: 001-41039 PERCEPTIO |
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| May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-41039 CUSIP NUMBER 64823D201 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q Form 10-D Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition |
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| May 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 2, 2024 PERCEPTION CAPITAL CORP. IV (Exact name of registrant as specified in its charter) Cayman Islands 001-41039 N/A (State or other jurisdiction of incorporation) (Commission |
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| May 3, 2024 |
Exhibit 2.1 Execution Version AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT by and between Perception Capital Corp. IV (formerly known as RCF Acquisition Corp.), as Perception, and BLUE GOLD HOLDINGS LIMITED, as BGHL Dated May 2, 2024 TABLE OF CONTENTS Page(s) Article I Contemplated Transactions 2 1.1 [Reserved]. 2 1.2 Merger. 2 1.3 A&R Perception Charter. 4 1.4 Taking of Necessary Action; F |
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| May 3, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 2, 2024 PERCEPTION CAPITAL CORP. IV (Exact name of registrant as specified in its charter) Cayman Islands 001-41039 N/A (State or other jurisdiction of incorporation) (Commission |
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| May 3, 2024 |
Exhibit 2.1 Execution Version AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT by and between Perception Capital Corp. IV (formerly known as RCF Acquisition Corp.), as Perception, and BLUE GOLD HOLDINGS LIMITED, as BGHL Dated May 2, 2024 TABLE OF CONTENTS Page(s) Article I Contemplated Transactions 2 1.1 [Reserved]. 2 1.2 Merger. 2 1.3 A&R Perception Charter. 4 1.4 Taking of Necessary Action; F |
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| April 23, 2024 |
RCF Acquisition Corp. CLAWBACK POLICY Exhibit 97.1 RCF Acquisition Corp. CLAWBACK POLICY Introduction The Board of Directors (the “Board”) of RCF Acquisition Corp. (the “Company”) believes that it is in the best interests of the Company and its stockholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Board has therefore |
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| April 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 001-41039 PERCEPTION CAPITAL CORP. I |
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| April 23, 2024 |
Exhibit 4.1 DESCRIPTION OF SECURITIES The following description of our securities is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to our amended and restated memorandum and articles of association, which is incorporated by reference as an exhibit to the Annual Report on Form 10-K of which this exhibit is a part. We encourage you to read |
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| April 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 16, 2024 Perception Capital Corp. IV (Exact name of registrant as specified in its charter) Cayman Islands 001-41039 N/A (State or other jurisdiction of incorporation) (Commissi |
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| April 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-41039 CUSIP NUMBER 64823D201 (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tra |
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| March 22, 2024 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 16, 2024 RCF Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-41039 N/A (State or other jurisdiction of incorporation) (Commission F |
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| March 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 16, 2024 RCF Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-41039 N/A (State or other jurisdiction of incorporation) (Commission F |
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| February 26, 2024 |
Filed by RCF Acquistion Corp. Pursuant to Rule 425 under the Securities Act of 1933 and Rule 14a-12 under the Securities Exchange Act of 1934 Commission File No. 001-41039 Subject Company: RCF Acquisition Corp. Accra, 26 February 2024 For Immediate Release BOGOSO PRESTEA GOLD MINE TO BE RECAPITALISED AS PART OF PLANNED RESTRUCTURING FGR Bogoso Prestea Limited, the owner and operator of the Bogoso |
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| February 14, 2024 |
SC 13G 1 tm246034d31sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 RCF Acquisition Corp (Name of Issuer) Class A (Title of Class of Securities) 64823D201 (CUSIP Number) 12/31/2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule p |
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| February 8, 2024 |
SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* RCF Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G7330C128 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the ap |
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| February 7, 2024 |
SC 13G/A 1 p24-0610sc13ga.htm RCF ACQUISITION CORP. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* RCF Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G7330C102 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of This Sta |
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| February 7, 2024 |
RCFA / RCF Acquisition Corp. / MILLENNIUM MANAGEMENT LLC Passive Investment SC 13G/A 1 RCFASC13GA2.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 2) RCF ACQUISITION CORP. (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G7330C102 (CUSIP Number) DECEMBER 31, 2023 (Date of event which requires filing of this statement) Check |
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| January 25, 2024 |
Exhibit 99.1 RCF Acquisition Corp. Announces Receipt of Continued Listing Standard Non-compliance Notice from NYSE New York, NY, Jan. 25, 2024 (GLOBE NEWSWIRE) - RCF Acquisition Corp. (NYSE: RCFA, RCFA WS and RCFA.U) announced today that it received written notice on January 19, 2024 from the New York Stock Exchange (NYSE) that the company is not in compliance with NYSE continued listing standards |
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| January 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 19, 2024 RCF Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-41039 N/A (State or other jurisdiction of incorporation) (Commission F |
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| January 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission |
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| December 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 14, 2023 RCF Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-41039 N/A (State or other jurisdiction of incorporation) (Commission |
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| December 13, 2023 |
Letter from Grant Thornton LLP Exhibit 16.1 grant thornton llp December 12, 2023 4695 MacArthur Court., Suite 1600 Newport Beach, CA U.S. Securities and Exchange Commission 92660 Office of the Chief Accountant D 949 553 1600 100 F Street, NE F 949 553 0168 Washington, DC 20549 S linkd.in/grantthorntonus twitter.com/grantthorntonus Re: RCF Acquisition Corp. File No. 001-41039 Dear Sir or Madam: We have read Item 4.01 of Form 8-K |
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| December 11, 2023 |
Sponsor Support and Lock-Up Agreement Exhibit 10.2 FORM OF SPONSOR SUPPORT AND LOCK-UP AGREEMENT This SPONSOR SUPPORT AND LOCKUP AGREEMENT (this “Agreement”) among (i) Blue Gold Holdings Limited, a private company limited by shares incorporated under the laws of England and Wales (“BGHL”), (ii) Blue Gold Limited, a Cayman Islands exempted company limited by shares (“PubCo”), (iii) RCF Acquisition Corp. to be renamed as Perception Capi |
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| December 11, 2023 |
Form of Registration Rights Agreement Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), among (i) Blue Gold Holdings Limited, a private company limited by shares incorporated under the laws of England and Wales (“BGHL”), (ii) Blue Gold Limited, a Cayman Islands exempted company limited by shares (“PubCo”), (iii) RCF Acquisition Corp. to be renamed as Perception Capital Corp. IV, a Cayman |
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| December 11, 2023 |
Exhibit 10.1 SUPPORT AGREEMENT This SUPPORT AGREEMENT (this “Agreement”) among (i) Future Global Resources Limited f/k/a Blue Gold International Limited (“FGRL”) solely in its capacity as nominee and on trust under that certain declaration of deed dated December 5, 2023 for Blue Gold Holdings Limited, a private company limited by shares incorporated under the laws of England and Wales (“BGHL”), (i |
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| December 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 5, 2023 RCF Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-41039 N/A (State or other jurisdiction of incorporation) (Commission F |
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| December 11, 2023 |
Exhibit 2.1 Execution Version BUSINESS COMBINATION AGREEMENT among RCF Acquisition Corp., as Perception, Blue Gold Limited, as PubCo, and BLUE GOLD HOLDINGS LIMITED, as BGHL Dated as of December 5, 2023 TABLE OF CONTENTS Page(s) Article I Contemplated Transactions 2 1.1 Operations Agreements. 2 1.2 Exchange. 2 1.3 Merger. 3 1.4 Taking of Necessary Action; Further Action. 7 Article II [RESERVED] 8 |
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| December 11, 2023 |
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), among (i) Blue Gold Holdings Limited, a private company limited by shares incorporated under the laws of England and Wales (“BGHL”), (ii) Blue Gold Limited, a Cayman Islands exempted company limited by shares (“PubCo”), (iii) RCF Acquisition Corp. to be renamed as Perception Capital Corp. IV, a Cayman |
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| December 11, 2023 |
Form of Amendment to the Amended and Restated Memorandum and Articles of Association Exhibit 3.1 PROPOSED AMENDMENTS TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF RCF ACQUISITION CORP. RCF Acquisition Corp. (the “Company”) RESOLUTIONS OF THE SHAREHOLDERS OF THE COMPANY RESOLVED, as a special resolution THAT, effective immediately, the Amended and Restated Memorandum and Articles of Association of the Company be amended by: (a) the deletion of the existing A |
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| December 11, 2023 |
Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 5, 2023 RCF Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-41039 N/A (State or other jurisdiction of incorporation) (Commission F |
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| December 11, 2023 |
Exhibit 3.1 PROPOSED AMENDMENTS TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF RCF ACQUISITION CORP. RCF Acquisition Corp. (the “Company”) RESOLUTIONS OF THE SHAREHOLDERS OF THE COMPANY RESOLVED, as a special resolution THAT, effective immediately, the Amended and Restated Memorandum and Articles of Association of the Company be amended by: (a) the deletion of the existing A |
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| December 11, 2023 |
Exhibit 10.1 SUPPORT AGREEMENT This SUPPORT AGREEMENT (this “Agreement”) among (i) Future Global Resources Limited f/k/a Blue Gold International Limited (“FGRL”) solely in its capacity as nominee and on trust under that certain declaration of deed dated December 5, 2023 for Blue Gold Holdings Limited, a private company limited by shares incorporated under the laws of England and Wales (“BGHL”), (i |
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| December 11, 2023 |
Exhibit 2.1 Execution Version BUSINESS COMBINATION AGREEMENT among RCF Acquisition Corp., as Perception, Blue Gold Limited, as PubCo, and BLUE GOLD HOLDINGS LIMITED, as BGHL Dated as of December 5, 2023 TABLE OF CONTENTS Page(s) Article I Contemplated Transactions 2 1.1 Operations Agreements. 2 1.2 Exchange. 2 1.3 Merger. 3 1.4 Taking of Necessary Action; Further Action. 7 Article II [RESERVED] 8 |
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| December 11, 2023 |
Exhibit 10.2 FORM OF SPONSOR SUPPORT AND LOCK-UP AGREEMENT This SPONSOR SUPPORT AND LOCKUP AGREEMENT (this “Agreement”) among (i) Blue Gold Holdings Limited, a private company limited by shares incorporated under the laws of England and Wales (“BGHL”), (ii) Blue Gold Limited, a Cayman Islands exempted company limited by shares (“PubCo”), (iii) RCF Acquisition Corp. to be renamed as Perception Capi |
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| December 6, 2023 |
Exhibit 99.1 Blue Gold Holdings Limited to Become a Public Company in Partnership with Perception Capital Corp IV Transaction expected to catalyze Blue Gold’s acquisition and investment of capital into premier assets in Ghana’s Ashanti gold belt Blue Gold to build out an acquisition platform for Tier 1 gold assets Merger anticipated to close in second quarter 2024; combined company anticipated to |
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| December 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 6, 2023 RCF Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-41039 N/A (State or other jurisdiction of incorporation) (Commission F |
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| December 6, 2023 |
Exhibit 99.1 Blue Gold Holdings Limited to Become a Public Company in Partnership with Perception Capital Corp IV Transaction expected to catalyze Blue Gold’s acquisition and investment of capital into premier assets in Ghana’s Ashanti gold belt Blue Gold to build out an acquisition platform for Tier 1 gold assets Merger anticipated to close in second quarter 2024; combined company anticipated to |
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| December 6, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 6, 2023 RCF Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-41039 N/A (State or other jurisdiction of incorporation) (Commission F |
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| November 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission |
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| November 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission |
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| November 9, 2023 |
Exhibit 10.3 OMNIBUS TERMINATION AND RELEASE THIS OMNIBUS TERMINATION AND RELEASE (this “Agreement”) is made as of November 6, 2023, by and between RCF Acquisition Corp., a Cayman Islands exempted company (the “Company”) and RCF VII Sponsor LLC, a Delaware limited liability company (the “Sponsor”, and together with the Company, the “Parties”). RECITALS WHEREAS, the Company and the Sponsor are part |
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| November 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14F-1 Information Statement Pursuant to Section 14(f) of the Securities Exchange Act of 1934 and Rule 14f-1 Thereunder Commission file number 001-40639 RCF ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands N/A (State or other jurisdiction of incorporation or organization) (I.R.S. |
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| November 9, 2023 |
Exhibit 10.5 RCF ACQUISITION CORP. 1400 Wewatta Street, Suite 850 Denver, Colorado 80202 Private & Confidential Sunny Shah By email to: [email protected] November 6, 2023 Dear Sunny, Termination of employment and waiver of claims This letter records and implements the termination of your employment agreement with RCF Acquisition Corp (the “Company”) dated 1 September 2022 (as amend |
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| November 9, 2023 |
Exhibit 10.4 November 6, 2023 RCF Acquisition Corp. 1400 Sixteenth Street Suite 200 Denver, CO 80202 Re: Insider Agreement Ladies and Gentlemen: Reference is made to the letter agreement, dated November 9, 2021 (“Prior Letter Agreement”), entered into in connection with the initial public offering (the “Public Offering”) of RCF Acquisition Corp., a Cayman Islands exempted company (the “Company”), |
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| November 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 6, 2023 RCF Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-41039 N/A (State or other jurisdiction of incorporation) (Commission F |
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| November 9, 2023 |
Exhibit 10.2 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER TH |
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| November 9, 2023 |
Exhibit 10.1 JOINDER AGREEMENT This Joinder Agreement (this “Joinder Agreement”) is made as of the date written below by Perception Partners IV LLC, a Delaware limited liability company (the “Buyer”) in accordance with Section 5.2 of that certain Registration Rights Agreement, dated as of November 9, 2021 (the “RRA”) by and among RCF Acquisition Corp., a Cayman Islands exempted company (the “Compa |
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| November 7, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 7, 2023 RCF Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-41039 N/A (State or other jurisdiction of incorporation) (Commission F |
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| November 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission |
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| November 7, 2023 |
Perception Capital Acquires RCF Acquisition Corp., Announces Plans to Extend and Re-Brand Exhibit 99.1 Perception Capital Acquires RCF Acquisition Corp., Announces Plans to Extend and Re-Brand Minneapolis, MN, Nov. 07, 2023 (GLOBE NEWSWIRE) - RCF Acquisition Corp. (the “Company”), announced today the closing of a Securities Purchase Agreement between Perception Capital Partners IV LLC and RCF Sponsor VII LLC, pursuant to which Perception Capital Partners IV LLC will succeed RCF Sponsor |
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| November 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 OR For the transition period from to Commission file number: 001-41039 RCF A |
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| November 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 2, 2023 RCF Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-41039 N/A (State or other jurisdiction of incorporation) (Commission F |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 OR For the transition period from to Commission file number: 001-41039 RCF ACQUIS |
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| May 15, 2023 |
Exhibit 10.2 THIS AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, T |
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| May 15, 2023 |
Exhibit 3.1 AMENDMENTS TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF RCF ACQUISITION CORP. RCF Acquisition Corp. (the “Company”) RESOLUTIONS OF THE SHAREHOLDERS OF THE COMPANY RESOLVED, as a special resolution THAT, effective immediately, the Amended and Restated Memorandum and Articles of Association of the Company be amended by: (a) the deletion of the existing Article 51 |
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| May 15, 2023 |
Exhibit 99.1 RCF Acquisition Corp. Announces Results of Shareholder Redemptions All Proposals Submitted to Shareholders at the Extraordinary General Meeting Were Approved $136.7 million Remaining in Trust Account After Redemptions Denver, Colorado, May 15, 2023 (GLOBE NEWSWIRE) – RCF Acquisition Corp. (“RCFA”), a special purpose acquisition company, today announced that each of the proposals submi |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 9, 2023 RCF ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-41039 N/A (State or other jurisdiction of incorporation) (Commission File N |
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| May 15, 2023 |
Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER TH |
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| April 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 OR For the transition period from to Commission file number: 001-41039 RCF ACQUI |
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| April 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State |
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| April 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 27, 2023 RCF Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-41039 N/A (State or other jurisdiction of incorporation) (Commission Fil |
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| April 27, 2023 |
RCF Acquisition Corp. Announces Contributions to Trust Account in Connection With Proposed Extension Exhibit 99.1 RCF Acquisition Corp. Announces Contributions to Trust Account in Connection With Proposed Extension Denver, Colorado, April 27, 2023 – RCF Acquisition Corp. (“RCFA” or the “Company”), a special purpose acquisition company, today announced that, in connection with its forthcoming extraordinary general meeting in lieu of annual meeting of shareholders (the “Extraordinary General Meetin |
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| April 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission |
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| March 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission |
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| March 7, 2023 |
Employment Agreement with Sunny Shah, dated September 1, 2022. Exhibit 10.8 Dated September 1, 2022 Employment Agreement between RCF Acquisition Corp as Company and Sunny Shah as Executive White & Case LLP 5 Old Broad Street London EC2N 1DW Table of Contents Page 1. Definitions and Interpretation 1 2. Appointment and Duration 2 3. Duties 3 4. Hours and Place of Work 4 5. Salary 4 6. Training 4 7. Benefits 4 8. Pensions 5 9. Expenses 5 10. Holiday and other pa |
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| March 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 001-41039 RCF ACQUISITION CORP. (Exa |
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| February 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 21, 2023 RCF Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-41039 N/A (State or other jurisdiction of incorporation) (Commission |
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| February 14, 2023 |
SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* RCF Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G7330C128 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the ap |
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| January 20, 2023 |
RCFA / RCF Acquisition Corp - Class A / MILLENNIUM MANAGEMENT LLC Passive Investment SC 13G/A 1 RCFASC13GA12023.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) RCF ACQUISITION CORP. (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G7330C102 (CUSIP Number) DECEMBER 31, 2022 (Date of event which requires filing of this statement) Ch |
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| December 15, 2022 |
CORRESP 1 filename1.htm December 15, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attn: Ameen Hamady and Kristi Marrone Re: RCF Acquisition Corp. Form 10-K for the year ended December 31, 2021 Filed on February 11, 2022 File No. 001-41039 Dear Mr. Hamady and Ms. Marrone: On behalf of our client, RCF Acquisit |
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| October 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 OR For the transition period from to Commission file number: 001-41039 RCF A |
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| August 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 OR For the transition period from to Commission file number: 001-41039 RCF ACQUIS |
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| April 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 OR For the transition period from to Commission file number: 001-41039 RCF ACQUI |
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| April 14, 2022 |
RCFA / RCF Acquisition Corp - Class A / MILLENNIUM MANAGEMENT LLC Passive Investment SC 13G 1 RCFASC13G.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 RCF ACQUISITION CORP. (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G7330C102 (CUSIP Number) APRIL 11, 2022 (Date of event which requires filing of this statement) Check the appropriate box to de |
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| April 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 1, 2022 RCF Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-41039 N/A (State or other jurisdiction of incorporation) (Commission File |
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| April 1, 2022 |
Convertible Promissory Note, dated as of April 1, 2022, issued to RCF VII Sponsor LLC. Exhibit 10.1 THIS CONVERTIBLE PROMISSORY NOTE (THIS ?NOTE?) AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFER |
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| February 14, 2022 |
RCFA / RCF Acquisition Corp - Class A / RCF VII Sponsor LLC - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 RCF Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Titles of Class of Securities) G7330C 102 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to de |
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| February 14, 2022 |
EX-99.1 2 ea154817ex99-1rcfacq.htm JOINT FILING AGREEMENT, DATED AS OF FEBRUARY 14, 2022, BY AND AMONG RVF VII SPONSOR LLC, RCFM GP L.L.C., RESOURCE CAPITAL ASSOCIATES VII L.P. AND RESOURCE CAPITAL FUND VII L.P. Exhibit 1 JOINT FILING AGREEMENT This joint filing agreement (this “Agreement”) is made and entered into as of this 14th day of February 2022, by and among RVF VII Sponsor LLC, RCFM GP L.L |
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| February 11, 2022 |
Exhibit 4.5 DESCRIPTION OF SECURITIES The following description of RCF Acquisition Corp.?s (the ?Company,? ?we? or ?us?) securities is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the Company?s amended and restated memorandum and articles of association, which is incorporated by reference as an exhibit to the Annual Report on Form 10 |
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| February 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 001-41039 RCF ACQUISITION CORP. (Exa |
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| February 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 RCF Acquisition Corp (Name of Issuer) Class A (Title of Class of Securities) 64823D201 (CUSIP Number) 12/31/2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is fil |
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| December 28, 2021 |
Exhibit 99.1 RCF Acquisition Corp. Announces the Separate Trading of its Ordinary Shares and Warrants, Commencing December 31, 2021 Denver, CO ? Dec. 28, 2021 ? RCF Acquisition Corp. (NYSE: RCFA.U) (the ?Company?) today announced that, commencing December 31, 2021, holders of the units sold in the Company?s initial public offering may elect to separately trade the Company?s Class A ordinary shares |
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| December 28, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 28, 2021 RCF Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-41039 N/A (State or other jurisdiction of incorporation) (Commission |
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| November 24, 2021 |
ADAGE CAPITAL PARTNERS GP, L.L.C. - RCF ACQUISITION CORP. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* RCF Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G7330C128** (CUSIP Number) November 15, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the ru |
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| November 19, 2021 |
Saba Capital Management, L.P. - FORM SC 13G SC 13G 1 formsc13g.htm FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* RCF Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G7330C128 (CUSIP Number) November 10, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriat |
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| November 18, 2021 |
Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 15, 2021 RCF Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-41039 N/A (State or other jurisdiction of incorporation) (Commission |
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| November 18, 2021 |
RCF Acquisition Corp. INDEX TO FINANCIAL STATEMENT Exhibit 99.1 RCF Acquisition Corp. INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm 2 Balance Sheet 3 Notes to the Balance Sheet 4 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Shareholders RCF Acquisition Corp. Opinion on the financial statement We have audited the accompanying balance sheet of RCF Acquisition Corp. (a Ca |
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| November 16, 2021 |
EX-1.1 2 ea150444ex1-1rcfacq.htm UNDERWRITING AGREEMENT Exhibit 1.1 RCF Acquisition Corp. 20,000,000 Units Underwriting Agreement November 9, 2021 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 As representatives (each, a “Representative” and together, the “Representatives”) of the several Underwriters n |
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| November 16, 2021 |
Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF RCF ACQUISITION CORP. (ADOPTED BY SPECIAL RESOLUTION DATED 9 NOVEMBER 2021 AND EFFECTIVE ON 9 NOVEMBER 2021) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF RCF ACQU |
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| November 16, 2021 |
Exhibit 10.1 November 9, 2021 RCF Acquisition Corp. 1400 Sixteenth Street Suite 200 Denver, CO 80202 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among RCF Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Citi |
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| November 16, 2021 |
8-K 1 ea150444-8krcfacquisition.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 9, 2021 RCF Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-41039 N/A (State or |
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| November 16, 2021 |
Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of November 9, 2021 (as it may from time to time be amended, this ?Agreement?), is entered into by and among RCF Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and RCF VII Sponsor LLC, a Delaware limited liability company (the ?Sponsor? or the ?Purchaser?). |
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| November 16, 2021 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of November 9, 2021 by and between RCF Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, File No. 3 |
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| November 16, 2021 |
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of November 9, 2021, is made and entered into by and among RCF Acquisition Corp., a Cayman Islands exempted company (the ?Company?), RCF VII Sponsor LLC, a Delaware limited liability company (the ?Sponsor?), and each of the undersigned parties listed on the signature page hereto under ?Holder |
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| November 16, 2021 |
Exhibit 10.5 RCF ACQUISITION CORP. 1400 Sixteenth Street Suite 200 Denver, CO 80202 November 9, 2021 RCF VII Sponsor LLC 1400 Sixteenth Street Suite 200 Denver, CO 80202 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement (this ?Agreement?) by and between RCF Acquisition Corp. (the ?Company?) and RCF VII Sponsor LLC (the ?Sponsor?), dated as of the date hereof, will c |
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| November 16, 2021 |
RCF Acquisition Corp. Announces Pricing of $200 Million Initial Public Offering Exhibit 99.1 RCF Acquisition Corp. Announces Pricing of $200 Million Initial Public Offering Denver, CO , Nov. 09, 2021 (GLOBE NEWSWIRE) - RCF Acquisition Corp. (the ?Company?) today announced the pricing of its initial public offering of 20,000,000 units at a price of $10.00 per unit. The units will be listed on the New York Stock Exchange (the ?NYSE?) and trade under the ticker symbol ?RCFA.U? b |
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| November 16, 2021 |
Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated as of November 9, 2021, is by and between RCF Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the ?Warrant Agent,? and also referred to herein as the ?Transfer Agent?). WHER |
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| November 16, 2021 |
Exhibit 99.2 RCF Acquisition Corp. Announces Full Exercise of Over-Allotment Option and Closing of $230 Million Initial Public Offering Denver, CO, Nov. 15, 2021 (GLOBE NEWSWIRE) - RCF Acquisition Corp. (NYSE: RCF.U) (the ?Company?) today announced that it closed its initial public offering of 23,000,000 units, including 3,000,000 units issued pursuant to the exercise by the underwriters of their |
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| November 12, 2021 |
$200,000,000 RCF Acquisition Corp. 20,000,000 Units Filed Pursuant to Rule 424(b)(4) Registration No.: 333-260462 P R O S P E C T U S $200,000,000 RCF Acquisition Corp. 20,000,000 Units RCF Acquisition Corp. is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or e |
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| November 8, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 RCF ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands N/A (State of incorporation or organization) (I.R.S. Employer Identification No.) 1400 Sixteenth Street |
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| November 5, 2021 |
* * * [Signature Page Follows] November 5, 2021 VIA EDGAR Division of Corporation Finance Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| November 5, 2021 |
RCF Acquisition Corp. 1400 Sixteenth Street Denver, Colorado 80202 RCF Acquisition Corp. 1400 Sixteenth Street Denver, Colorado 80202 November 5, 2021 VIA EDGAR Liz Packebusch U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: RCF Acquisition Corp. Registration Statement on Form S-1 Filed October 25, 2021 File No. 333-260462 Dear Ms. Packebusch: Pursuant to Rule 461 of the rules and regulations pr |
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| October 25, 2021 |
EX-10.7 17 fs12021ex10-7rcfacquisition.htm SECURITIES SUBSCRIPTION AGREEMENT BETWEEN RCF VII SPONSOR LLC AND THE REGISTRANT Exhibit 10.7 RCF Acquisition Corp. 1400 Sixteenth Street, Suite 200 Denver, Colorado 80202 June 21, 2021 RCF VII Sponsor LLC 1400 Sixteenth Street, Suite 200 Denver, Colorado 80202 RE: Securities Subscription Agreement Ladies and Gentlemen: This agreement (the “Agreement”) is |
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| October 25, 2021 |
Form of Memorandum and Articles of Association. Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF RCF ACQUISITION CORP. Auth Code: B49621404891 www.verify.gov.ky THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF RCF ACQUISITION CORP. 1 The name of the Company is RCF Acquisition Corp. 2 The Registered Offic |
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| October 25, 2021 |
EX-10.5 15 fs12021ex10-5rcfacquisition.htm FORM OF INDEMNITY AGREEMENT Exhibit 10.5 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between RCF ACQUISITION CORP., a Cayman Islands exempted company (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as d |
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| October 25, 2021 |
EX-10.3 13 fs12021ex10-3rcfacquisition.htm FORM OF REGISTRATION RIGHTS AGREEMENT AMONG THE REGISTRANT, RCF VII SPONSOR LLC AND THE HOLDERS SIGNATORY THERETO Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among RCF Acquisition Corp., a Cayman Islands exempted company (the “Company”), RCF VII Sp |
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| October 25, 2021 |
EX-4.2 6 fs12021ex4-2rcfacquisition.htm SPECIMEN ORDINARY SHARE CERTIFICATE Exhibit 4.2 NUMBER SHARES C- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP G7330C 102 RCF ACQUISITION CORP. CLASS A ORDINARY SHARES THIS CERTIFIES THAT is the owner of fully paid non-assessable Class A ordinary shares, par value $0.0001 per share (each, a “Class A Ordinary Share”), of RCF Acquisition Corp., a Cayman Islands ex |
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| October 25, 2021 |
Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by RCF Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of RCF Acquisition |
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| October 25, 2021 |
Consent of Robin Anne Bienenstock. Exhibit 99.1 Consent to be Named as a Director Nominee In connection with the filing by RCF Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of RCF Acquisition |
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| October 25, 2021 |
EX-4.3 7 fs12021ex4-3rcfacquisition.htm SPECIMEN WARRANT CERTIFICATE Exhibit 4.3 [Form of Warrant Certificate] [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW RCF ACQUISITION CORP. Incorporated Under the Laws of the Cayman Islands CUSIP G7330C 110 Warrant Certificate This Warrant |
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| October 25, 2021 |
Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [?], 2021 (as it may from time to time be amended, this ?Agreement?), is entered into by and among RCF Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and RCF VII Sponsor LLC, a Delaware limited liability company (the ?Sponsor? or the ?Purchaser?). WHEREA |
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| October 25, 2021 |
EX-10.1 11 fs12021ex10-1rcfacquisition.htm FORM OF LETTER AGREEMENT AMONG THE REGISTRANT, RCF VII SPONSOR LLC AND EACH OF THE OFFICERS AND DIRECTORS OF THE REGISTRANT Exhibit 10.1 [●], 2021 RCF Acquisition Corp. 1400 Sixteenth Street Suite 200 Denver, CO 80202 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Un |
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| October 25, 2021 |
Form of Underwriting Agreement. Exhibit 1.1 RCF Acquisition Corp. 20,000,000 Units Underwriting Agreement [●], 2021 Citigroup Global Markets Inc., As representative (the “Representative”) of the several Underwriters named in Schedule I hereto c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: RCF Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes, sub |
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| October 25, 2021 |
Amended and Restated Memorandum and Articles of Association. EX-3.2 4 fs12021ex3-2rcfacquisition.htm AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION Exhibit 3.2 THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF RCF ACQUISITION CORP. (adopted by special resolution dated [Date] 2021 and effective on [date]) 2021 THE COMPANIES ACT (As Revised) OF THE CAYMAN |
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| October 25, 2021 |
Amended and Restated Promissory Note issued to RCF VII Sponsor LLC, dated October 21, 2021. Exhibit 10.6 THIS AMENDED AND RESTATED PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS AMENDED AND RESTATED NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SC |
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| October 25, 2021 |
Exhibit 14.1 RCF ACQUISITION CORP. FORM OF CODE OF BUSINESS CONDUCT AND ETHICS Effective , 2021 I. Introduction The Board of Directors (the ?Board?) of RCF Acquisition Corp. has adopted this code of business conduct and ethics (this ?Code?), as amended from time to time by the Board and which is applicable to all of the Company?s directors, officers and employees (to the extent that employees are |
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| October 25, 2021 |
Exhibit 99.2 Consent to be Named as a Director Nominee In connection with the filing by RCF Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of RCF Acquisition |
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| October 25, 2021 |
Consent of Elodie Grant Goodey. Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by RCF Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of RCF Acquisition |
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| October 25, 2021 |
Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by RCF Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of RCF Acquisition |
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| October 25, 2021 |
As filed with the U.S. Securities and Exchange Commission on October 22, 2021. S-1 1 fs12021rcfacquisition.htm REGISTRATION STATEMENT As filed with the U.S. Securities and Exchange Commission on October 22, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RCF Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State |
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| October 25, 2021 |
Form of Administrative Services Agreement between the Registrant and RCF VII Sponsor LLC. Exhibit 10.8 RCF ACQUISITION CORP. 1400 Sixteenth Street Suite 200 Denver, CO 80202 [?], 2021 RCF VII Sponsor LLC 1400 Sixteenth Street Suite 200 Denver, CO 80202 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement (this ?Agreement?) by and between RCF Acquisition Corp. (the ?Company?) and RCF VII Sponsor LLC (the ?Sponsor?), dated as of the date hereof, will confirm |
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| October 25, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between RCF Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”). WHEREAS, th |
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| October 25, 2021 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of [?], 2021 by and between RCF Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, File No. 333-[?] |
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| October 25, 2021 |
Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP G7330C 128 RCF ACQUISITION CORP. UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-HALF OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units of RCF Acquisition Corp., a Cayman Islands exempted company (the “Company”), transferable |
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| August 3, 2021 |
DRS 1 filename1.htm This is a confidential draft submission to the U.S. Securities and Exchange Commission on August 3, 2021 and is not being filed under the Securities Act of 1933, as amended. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RCF Acquisition Corp. (Exact name of registrant |
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| August 3, 2021 |
Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated as of [?], 2021, is by and between RCF Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the ?Warrant Agent?, and also referred to herein as the ?Transfer Agent?). WHEREAS, th |
