--- schema_version: "secwatch.filing_event.v1" accession: "0001213900-23-039269" form_type: "8-K" ticker: null cik: "0001870143" company_name: "Perception Capital Corp. IV" filed_at: "2023-05-15T23:59:59+00:00" generated_at: "2026-06-15T01:38:01.101647+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.55 calibrated_materiality_score: 0.55 confidence: "high" source: SEC EDGAR --- # RCF Acquisition extends business combination deadline to May 15, 2024; ~$136.7M remains in trust ## Summary - Shareholders approved extension of business combination deadline from May 15, 2023 to May 15, 2024. - Approximately 9.99M public shares redeemed at ~$10.50, leaving ~$136.7M in trust. - Founder share conversion: 5,749,999 Class B shares converted to Class A on a one-for-one basis. - Trust account to be supplemented by up to $3.6 million in sponsor contributions via convertible promissory note. - Company signed non-binding LOI for a business combination in critical minerals sector (target not named). ## SEC filing metadata - accession: 0001213900-23-039269 - form_type: 8-K - cik: 0001870143 - company_name: Perception Capital Corp. IV - filed_at: 2023-05-15T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.55 - calibrated_materiality_score: 0.55 - confidence: high - sec_items: 1.01, 2.03, 5.03, 5.07, 7.01, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1870143/000121390023039269/0001213900-23-039269-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1870143/000121390023039269/ea178206-8k_rcfacq.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001213900-23-039269 - JSON: https://secwatch.observer/filing/0001213900-23-039269.json - Plain text: https://secwatch.observer/filing/0001213900-23-039269.txt ## Key facts - Debt Financings Perception Capital Corp. IV incurred convertible notes of up to $3.6 million with RCF VII Sponsor LLC maturing upon the earlier of (a) the effective date of a Business Combination, or (b) the date of the Company’s liquidation. - Instrument: convertible notes - Principal: up to $3.6 million - Counterparty: RCF VII Sponsor LLC - Maturity: upon the earlier of (a) the effective date of a Business Combination, or (b) the date of the Company’s liquidation - Event: incurrence source text: On May 11, 2023, the Company issued a convertible promissory note (the “Extension Promissory Note”) to RCF VII Sponsor LLC (the “Sponsor”) with a principal amount up to $3.6 million. evidence_url: https://www.sec.gov/Archives/edgar/data/1870143/000121390023039269/0001213900-23-039269-index.htm - Debt Financings Perception Capital Corp. IV amended loan with RCF VII Sponsor LLC maturing the earlier of (i) May 15, 2024 and (ii) a Business Combination. - Instrument: loan - Counterparty: RCF VII Sponsor LLC - Maturity: the earlier of (i) May 15, 2024 and (ii) a Business Combination - Event: amendment source text: the Company amended and restated its promissory note with the Sponsor, originally entered into on April 1, 2022 (the “Amended and Restated Note”), to extend the maturity date from the earlier of (i) May 15, 2023 and (ii) the effective date of a Business Combination to the earlier of (i) May 15, 2024 and (ii) a Business Combination. evidence_url: https://www.sec.gov/Archives/edgar/data/1870143/000121390023039269/0001213900-23-039269-index.htm - Governance Changes Perception Capital Corp. IV: Permitted the board to elect to wind up operations on an earlier date than the Extended Date (effective 2023-05-09). - Change: charter amendment - Effective: 2023-05-09 source text: permit the Company’s board of directors (the “Board”), in its sole discretion, to elect to wind up the Company’s operations on an earlier date than the Extended Date as determined by the Board and included in a public announcement evidence_url: https://www.sec.gov/Archives/edgar/data/1870143/000121390023039269/0001213900-23-039269-index.htm - Governance Changes Perception Capital Corp. IV: Eliminated the limitation on redeeming public shares that would cause net tangible assets to be less than $5,000,001 (effective 2023-05-09). - Change: charter amendment - Effective: 2023-05-09 source text: eliminate from the Charter the limitation that the Company may not redeem public shares in an amount that would cause the Company’s net tangible assets to be less than $5,000,001 in connection with the Company’s Business Combination evidence_url: https://www.sec.gov/Archives/edgar/data/1870143/000121390023039269/0001213900-23-039269-index.htm - Governance Changes Perception Capital Corp. IV: Provided holders of Class B ordinary shares the right to convert to Class A ordinary shares on a one-for-one basis before the Business Combination closing (effective 2023-05-09). - Change: charter amendment - Effective: 2023-05-09 source text: provide for the right of a holder of the Company’s Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares”), to convert into Class A Ordinary Shares on a one-for-one basis prior to the closing of Business Combination at the election of the holder evidence_url: https://www.sec.gov/Archives/edgar/data/1870143/000121390023039269/0001213900-23-039269-index.htm - Governance Changes Perception Capital Corp. IV: Extended the date to consummate a Business Combination from May 15, 2023 to May 15, 2024 (effective 2023-05-09). - Change: charter amendment - Effective: 2023-05-09 source text: extend the date by which the Company must consummate a Business Combination from May 15, 2023 to May 15, 2024 evidence_url: https://www.sec.gov/Archives/edgar/data/1870143/000121390023039269/0001213900-23-039269-index.htm - Material Agreements Perception Capital Corp. IV entered into Extension Promissory Note with RCF VII Sponsor LLC valued at up to $3.6 million (effective 2023-05-11). - Action: entry - Agreement: credit facility - Counterparty: RCF VII Sponsor LLC - Value: up to $3.6 million - Effective: 2023-05-11 source text: In connection with the Extension, on May 11, 2023, the Company issued a convertible promissory note (the “Extension Promissory Note”) to RCF VII Sponsor LLC (the “Sponsor”) with a principal amount up to $3.6 million. evidence_url: https://www.sec.gov/Archives/edgar/data/1870143/000121390023039269/0001213900-23-039269-index.htm - Material Agreements Perception Capital Corp. IV amended Amended and Restated Note with RCF VII Sponsor LLC (effective 2023-05-11). - Action: amendment - Agreement: credit facility - Counterparty: RCF VII Sponsor LLC - Effective: 2023-05-11 source text: In addition, on May 11, 2023, the Company amended and restated its promissory note with the Sponsor, originally entered into on April 1, 2022 (the “Amended and Restated Note”), to extend the maturity date from the earlier of (i) May 15, 2023 and (ii) the effective date of a Business Combination to the earlier of (i) May 15, 2024 and (ii) a Business Combination. evidence_url: https://www.sec.gov/Archives/edgar/data/1870143/000121390023039269/0001213900-23-039269-index.htm - Shareholder Votes Perception Capital Corp. IV shareholders approved Founder Share Amendment to provide for the right of a holder of the Company’s Class B ordinary shares to convert into Class A Ordinary Shares on a one-for-one basis prior to the closing of Business Combination at the election of the holder at the 2023-05-09 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-05-09 source text: The following is a tabulation of the votes with respect to the Founder Share Amendment, which was approved by the Company’s shareholders: For Against Abstain 24,938,025 155,461 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1870143/000121390023039269/0001213900-23-039269-index.htm - Shareholder Votes Perception Capital Corp. IV shareholders approved Liquidation Amendment to permit the Board, in its sole discretion, to elect to wind up the Company’s operations on an earlier date than the Extended Date at the 2023-05-09 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-05-09 source text: The following is a tabulation of the votes with respect to the Liquidation Amendment, which was approved by the Company’s shareholders: For Against Abstain 24,938,025 155,461 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1870143/000121390023039269/0001213900-23-039269-index.htm - Shareholder Votes Perception Capital Corp. IV shareholders approved Redemption Limitation Amendment to eliminate from the Charter the limitation that the Company may not redeem public shares in an amount that would cause the Company’s net tangible assets to be less than $5,000,001 at the 2023-05-09 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-05-09 source text: The following is a tabulation of the votes with respect to the Redemption Limitation Amendment, which was approved by the Company’s shareholders: For Against Abstain 24,938,025 155,461 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1870143/000121390023039269/0001213900-23-039269-index.htm - Shareholder Votes Perception Capital Corp. IV shareholders approved Election of Directors: Re-election of Elodie Grant Goodey and Timothy Baker as Class I directors at the 2023-05-09 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-09 source text: The following is a tabulation of the votes with respect to the Director Election Proposal, which was approved by the Company’s shareholders: For Against Abstain 24,938,025 155,461 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1870143/000121390023039269/0001213900-23-039269-index.htm - Shareholder Votes Perception Capital Corp. IV shareholders approved Extension Amendment to extend the date by which the Company must consummate a Business Combination from May 15, 2023 to May 15, 2024 at the 2023-05-09 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-05-09 source text: The following is a tabulation of the votes with respect to the Extension Amendment, which was approved by the Company’s shareholders: For Against Abstain 24,938,025 155,461 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1870143/000121390023039269/0001213900-23-039269-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.