8-K
filed November 9, 2023, 6:59 PM ET
CIK 0001870143
other material
confidence high
sentiment neutral
materiality 0.75
Perception Capital Corp. IV: debt financing — RCF Acquisition completes sponsor transfer; appoints new CEO, CFO, President
Perception Capital Corp. IV
- Perception Capital acquired 1.67M Class A shares and 9.07M private warrants from Sponsor; all prior directors and officers resigned.
- Rick Gaenzle named CEO, John Stanfield CFO, Tao Tan President; Scott Honour becomes Chairman.
- Company issued up to $2M convertible secured note to Blue Capital, no interest, converts at $1/share upon business combination.
- Prior $5M working capital note and $3.6M extension note terminated and cancelled by Sponsor.
- Former CEO Sunny Shah received $12,500 termination payment.
Key facts
Extracted from this filing and checked against the source text.
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
Perception Capital Corp. IV incurred convertible notes of up to Two Million Dollars ($2,000,000) with Blue Capital Management Partners, LLP at no interest maturing December 31, 2024.
- Instrument
- convertible notes
- Principal
- up to Two Million Dollars ($2,000,000)
- Counterparty
- Blue Capital Management Partners, LLP
- Rate
- no interest
- Maturity
- December 31, 2024
- Event
- incurrence
Exact text from the filing
The Company issued a Convertible Senior Secured Promissory Note on November 6, 2023, to Blue Capital Management Partners, LLP (“Blue Capital”) with a principal amount up to Two Million Dollars ($2,000,000) (the “Blue Capital Note”).
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
R. Rudolph Reinfrank was appointed as Director at Perception Capital Corp. IV.
- Action
- appointed
- Role
- Director
Exact text from the filing
the vacancies on the Company’s board of directors caused by such resignations were filled by Scott Honour, Rick Gaenzle, R. Rudolph Reinfrank, Thomas J. Abood and Karrie Willis
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Rick Gaenzle was appointed as Director at Perception Capital Corp. IV.
- Action
- appointed
- Role
- Director
Exact text from the filing
the vacancies on the Company’s board of directors caused by such resignations were filled by Scott Honour, Rick Gaenzle, R. Rudolph Reinfrank, Thomas J. Abood and Karrie Willis
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Sunny S. Shah resigned as Director at Perception Capital Corp. IV.
- Action
- resigned
- Role
- Director
Exact text from the filing
each of the Company’s then-current directors, James McClements, Sunny S. Shah, Thomas M. Boehlert, Hugo Dryland, Elodie Grant Goodey, Timothy Baker, and Daniel Malchuk, resigned as directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Rebecca Coffelt resigned as Secretary at Perception Capital Corp. IV.
- Action
- resigned
- Role
- Secretary
Exact text from the filing
each of the Company’s then-current officers, Sunny S. Shah, Thomas M. Boehlert and Rebecca Coffelt, resigned as Chief Executive Officer, Chief Financial Officer, and Secretary, respectively
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Scott Honour was appointed as Chairman of the Board at Perception Capital Corp. IV.
- Action
- appointed
- Role
- Chairman of the Board
Exact text from the filing
the appointments of Rick Gaenzle as Chief Executive Officer, John Stanfield as Chief Financial Officer and Secretary, Scott Honour as Chairman of the Board, and Tao Tan as President
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Rick Gaenzle was appointed as Chief Executive Officer at Perception Capital Corp. IV.
- Action
- appointed
- Role
- Chief Executive Officer
Exact text from the filing
the appointments of Rick Gaenzle as Chief Executive Officer, John Stanfield as Chief Financial Officer and Secretary, Scott Honour as Chairman of the Board, and Tao Tan as President
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Sunny S. Shah resigned as Chief Executive Officer at Perception Capital Corp. IV.
- Action
- resigned
- Role
- Chief Executive Officer
Exact text from the filing
each of the Company’s then-current officers, Sunny S. Shah, Thomas M. Boehlert and Rebecca Coffelt, resigned as Chief Executive Officer, Chief Financial Officer, and Secretary, respectively
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Daniel Malchuk resigned as Director at Perception Capital Corp. IV.
- Action
- resigned
- Role
- Director
Exact text from the filing
each of the Company’s then-current directors, James McClements, Sunny S. Shah, Thomas M. Boehlert, Hugo Dryland, Elodie Grant Goodey, Timothy Baker, and Daniel Malchuk, resigned as directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Tao Tan was appointed as President at Perception Capital Corp. IV.
- Action
- appointed
- Role
- President
Exact text from the filing
the appointments of Rick Gaenzle as Chief Executive Officer, John Stanfield as Chief Financial Officer and Secretary, Scott Honour as Chairman of the Board, and Tao Tan as President
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Hugo Dryland resigned as Director at Perception Capital Corp. IV.
- Action
- resigned
- Role
- Director
Exact text from the filing
each of the Company’s then-current directors, James McClements, Sunny S. Shah, Thomas M. Boehlert, Hugo Dryland, Elodie Grant Goodey, Timothy Baker, and Daniel Malchuk, resigned as directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Timothy Baker resigned as Director at Perception Capital Corp. IV.
- Action
- resigned
- Role
- Director
Exact text from the filing
each of the Company’s then-current directors, James McClements, Sunny S. Shah, Thomas M. Boehlert, Hugo Dryland, Elodie Grant Goodey, Timothy Baker, and Daniel Malchuk, resigned as directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Thomas J. Abood was appointed as Director at Perception Capital Corp. IV.
- Action
- appointed
- Role
- Director
Exact text from the filing
the vacancies on the Company’s board of directors caused by such resignations were filled by Scott Honour, Rick Gaenzle, R. Rudolph Reinfrank, Thomas J. Abood and Karrie Willis
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Scott Honour was appointed as Director at Perception Capital Corp. IV.
- Action
- appointed
- Role
- Director
Exact text from the filing
the vacancies on the Company’s board of directors caused by such resignations were filled by Scott Honour, Rick Gaenzle, R. Rudolph Reinfrank, Thomas J. Abood and Karrie Willis
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Thomas M. Boehlert resigned as Director at Perception Capital Corp. IV.
- Action
- resigned
- Role
- Director
Exact text from the filing
each of the Company’s then-current directors, James McClements, Sunny S. Shah, Thomas M. Boehlert, Hugo Dryland, Elodie Grant Goodey, Timothy Baker, and Daniel Malchuk, resigned as directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Karrie Willis was appointed as Director at Perception Capital Corp. IV.
- Action
- appointed
- Role
- Director
Exact text from the filing
the vacancies on the Company’s board of directors caused by such resignations were filled by Scott Honour, Rick Gaenzle, R. Rudolph Reinfrank, Thomas J. Abood and Karrie Willis
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
James McClements resigned as Director at Perception Capital Corp. IV.
- Action
- resigned
- Role
- Director
Exact text from the filing
each of the Company’s then-current directors, James McClements, Sunny S. Shah, Thomas M. Boehlert, Hugo Dryland, Elodie Grant Goodey, Timothy Baker, and Daniel Malchuk, resigned as directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
John Stanfield was appointed as Chief Financial Officer and Secretary at Perception Capital Corp. IV.
- Action
- appointed
- Role
- Chief Financial Officer and Secretary
Exact text from the filing
the appointments of Rick Gaenzle as Chief Executive Officer, John Stanfield as Chief Financial Officer and Secretary, Scott Honour as Chairman of the Board, and Tao Tan as President
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Elodie Grant Goodey resigned as Director at Perception Capital Corp. IV.
- Action
- resigned
- Role
- Director
Exact text from the filing
each of the Company’s then-current directors, James McClements, Sunny S. Shah, Thomas M. Boehlert, Hugo Dryland, Elodie Grant Goodey, Timothy Baker, and Daniel Malchuk, resigned as directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Thomas M. Boehlert resigned as Chief Financial Officer at Perception Capital Corp. IV.
- Action
- resigned
- Role
- Chief Financial Officer
Exact text from the filing
each of the Company’s then-current officers, Sunny S. Shah, Thomas M. Boehlert and Rebecca Coffelt, resigned as Chief Executive Officer, Chief Financial Officer, and Secretary, respectively
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Perception Capital Corp. IV terminated Working Capital Promissory Note with Sponsor valued at $5,000,000 (effective 2023-11-06).
- Action
- termination
- Agreement
- credit facility
- Counterparty
- Sponsor
- Value
- $5,000,000
- Effective
- 2023-11-06
Exact text from the filing
as required by the Purchase Agreement, the Company entered into an Omnibus Termination and Release Agreement with the Sponsor (the “Termination Agreement”). Pursuant to the Termination Agreement, the Company terminated the following agreements in connection with the Closing of the transactions contemplated by the Purchase Agreement: ● Administrative Services Agreement, dated November 9, 2021, by and between the Company and the Sponsor; ● Amended and Restated Convertible Promissory Note, dated as of May 11, 2023 (the “Working Capital Promissory Note”) issued by the Company to the Sponsor, pursuant to which the Company agreed to pay the Sponsor the principal balance advanced by Sponsor to the Company under the Working Capital Promissory Note, up to five million dollars ($5,000,000), upon the earlier of May 15, 2024 and the consummation of the Company’s initial business combination, unless accelerated, in each case upon the terms and subject to the conditions set forth in the Working Capi
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Perception Capital Corp. IV terminated Administrative Services Agreement with Sponsor (effective 2023-11-06).
- Action
- termination
- Counterparty
- Sponsor
- Effective
- 2023-11-06
Exact text from the filing
s required by the Purchase Agreement, the Company entered into an Omnibus Termination and Release Agreement with the Sponsor (the “Termination Agreement”). Pursuant to the Termination Agreement, the Company terminated the following agreements in connection with the Closing
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Perception Capital Corp. IV terminated Extension Promissory Note with Sponsor valued at $3,600,000 (effective 2023-11-06).
- Action
- termination
- Agreement
- credit facility
- Counterparty
- Sponsor
- Value
- $3,600,000
- Effective
- 2023-11-06
Exact text from the filing
● Convertible Promissory Note, dated as of May 11, 2023 (the “Extension Promissory Note”, together with the Working Capital Promissory Note, the “Promissory Notes”) issued by the Company to the Sponsor, pursuant to which the Company agreed to pay the Sponsor the principal balance advanced by Sponsor to the Company under the Extension Promissory Note, up to three million six hundred thousand dollars ($3,600,000), upon the earlier of the consummation of the Company’s initial business combination and the liquidation of the Company, in each case upon the terms and subject to the conditions set forth in the Extension Promissory Note.
View on SEC.gov
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