--- schema_version: "secwatch.filing_event.v1" accession: "0001213900-23-084847" form_type: "8-K" ticker: null cik: "0001870143" company_name: "Perception Capital Corp. IV" filed_at: "2023-11-09T23:59:59+00:00" generated_at: "2026-06-08T07:45:35.089743+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # RCF Acquisition completes sponsor transfer; appoints new CEO, CFO, President ## Summary - 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. ## SEC filing metadata - accession: 0001213900-23-084847 - form_type: 8-K - cik: 0001870143 - company_name: Perception Capital Corp. IV - filed_at: 2023-11-09T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 1.01, 8.01, 5.02, 1.02, 2.03, 3.02, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1870143/000121390023084847/0001213900-23-084847-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1870143/000121390023084847/ea187907-8k_rcfacq.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001213900-23-084847 - JSON: https://secwatch.observer/filing/0001213900-23-084847.json - Plain text: https://secwatch.observer/filing/0001213900-23-084847.txt ## Key facts - Debt Financings 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 source text: 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/1870143/000121390023084847/0001213900-23-084847-index.htm - Executive change R. Rudolph Reinfrank was appointed as Director at Perception Capital Corp. IV. - Action: appointed - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1870143/000121390023084847/0001213900-23-084847-index.htm - Executive change Rick Gaenzle was appointed as Director at Perception Capital Corp. IV. - Action: appointed - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1870143/000121390023084847/0001213900-23-084847-index.htm - Executive change Sunny S. Shah resigned as Director at Perception Capital Corp. IV. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1870143/000121390023084847/0001213900-23-084847-index.htm - Executive change Rebecca Coffelt resigned as Secretary at Perception Capital Corp. IV. - Action: resigned - Role: Secretary source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1870143/000121390023084847/0001213900-23-084847-index.htm - Executive change Scott Honour was appointed as Chairman of the Board at Perception Capital Corp. IV. - Action: appointed - Role: Chairman of the Board source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1870143/000121390023084847/0001213900-23-084847-index.htm - Executive change Rick Gaenzle was appointed as Chief Executive Officer at Perception Capital Corp. IV. - Action: appointed - Role: Chief Executive Officer source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1870143/000121390023084847/0001213900-23-084847-index.htm - Executive change Sunny S. Shah resigned as Chief Executive Officer at Perception Capital Corp. IV. - Action: resigned - Role: Chief Executive Officer source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1870143/000121390023084847/0001213900-23-084847-index.htm - Executive change Daniel Malchuk resigned as Director at Perception Capital Corp. IV. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1870143/000121390023084847/0001213900-23-084847-index.htm - Executive change Tao Tan was appointed as President at Perception Capital Corp. IV. - Action: appointed - Role: President source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1870143/000121390023084847/0001213900-23-084847-index.htm - Executive change Hugo Dryland resigned as Director at Perception Capital Corp. IV. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1870143/000121390023084847/0001213900-23-084847-index.htm - Executive change Timothy Baker resigned as Director at Perception Capital Corp. IV. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1870143/000121390023084847/0001213900-23-084847-index.htm - Executive change Thomas J. Abood was appointed as Director at Perception Capital Corp. IV. - Action: appointed - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1870143/000121390023084847/0001213900-23-084847-index.htm - Executive change Scott Honour was appointed as Director at Perception Capital Corp. IV. - Action: appointed - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1870143/000121390023084847/0001213900-23-084847-index.htm - Executive change Thomas M. Boehlert resigned as Director at Perception Capital Corp. IV. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1870143/000121390023084847/0001213900-23-084847-index.htm - Executive change Karrie Willis was appointed as Director at Perception Capital Corp. IV. - Action: appointed - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1870143/000121390023084847/0001213900-23-084847-index.htm - Executive change James McClements resigned as Director at Perception Capital Corp. IV. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1870143/000121390023084847/0001213900-23-084847-index.htm - Executive change John Stanfield was appointed as Chief Financial Officer and Secretary at Perception Capital Corp. IV. - Action: appointed - Role: Chief Financial Officer and Secretary source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1870143/000121390023084847/0001213900-23-084847-index.htm - Executive change Elodie Grant Goodey resigned as Director at Perception Capital Corp. IV. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1870143/000121390023084847/0001213900-23-084847-index.htm - Executive change Thomas M. Boehlert resigned as Chief Financial Officer at Perception Capital Corp. IV. - Action: resigned - Role: Chief Financial Officer source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1870143/000121390023084847/0001213900-23-084847-index.htm - Material Agreements 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1870143/000121390023084847/0001213900-23-084847-index.htm - Material Agreements Perception Capital Corp. IV terminated Administrative Services Agreement with Sponsor (effective 2023-11-06). - Action: termination - Counterparty: Sponsor - Effective: 2023-11-06 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1870143/000121390023084847/0001213900-23-084847-index.htm - Material Agreements 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 source text: ● 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1870143/000121390023084847/0001213900-23-084847-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.