RCF Acquisition Corp. enters definitive agreement to combine with Blue Gold Holdings at $114.5M valuation

Perception Capital Corp. IV

BGHL will be acquired via share exchange for $114.5M in PubCo shares; then PubCo merges with Perception SPAC.
BGHL must form a subsidiary by March 31, 2024 to acquire Ghana mine leases and enter a royalty agreement.
Closing conditions include SEC registration effectiveness, shareholder votes, and NYSE/Nasdaq listing approval.
Outside date for closing is November 5, 2024; sponsor agrees to 18-month lock-up on post-Closing shares.
Support agreements executed with key shareholders to vote in favor and restrict transfers prior to close.

item 1.01 item 5.03 item 5.07 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Perception Capital Corp. IV: Shareholders approved an amendment to change the name of the Company from RCF Acquisition Co. to Perception Capital Corp. IV (effective 2023-12-05).

Change: charter amendment
Effective: 2023-12-05

Exact text from the filing

Shareholders also approved an amendment to change the name of the Company from RCF Acquisition Co. to Perception Capital Corp. IV.

View on SEC.gov

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Perception Capital Corp. IV: Shareholders approved an amendment to the Company's Amended and Restated Memorandum and Articles of Association to extend the deadline to consummate an initial business combination (effective 2023-12-05).

Change: charter amendment
Effective: 2023-12-05

Exact text from the filing

On December 5, 2023, at the Extraordinary General Meeting (the “ Meeting ”), shareholders approved an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (the “ Memorandum ”) extending the deadline by which the Company must consummate an initial business combination.

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Perception Capital Corp. IV entered into Business Combination Agreement with Blue Gold Limited, Blue Gold Holdings Limited (effective 2023-12-05).

Action: entry
Agreement: merger
Counterparty: Blue Gold Limited, Blue Gold Holdings Limited
Effective: 2023-12-05

Exact text from the filing

On December 5, 2023, RCF Acquisition Corp., a Cayman Islands exempted company limited by shares which is in the process of being renamed as Perception Capital Corp. IV (“ Perception ”), Blue Gold Limited, a Cayman Islands company limited by shares (“ PubCo ”), and Blue Gold Holdings Limited, a private company limited by shares formed under the laws of England and Wales (“ BGHL ”), entered into a Business Combination Agreement

View on SEC.gov

Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Perception Capital Corp. IV shareholders approved Special resolution to extend the date to consummate a business combination from May 15, 2024 to November 15, 2024 at the 2023-12-05 meeting.

Proposal: merger approval
Outcome: passed
Meeting: 2023-12-05

Exact text from the filing

The results of voting were as follows: For % of Shares Present Against % of Shares Present Abstain % of Shares Present Broker Non-Votes 14,769,385 87.01 % 2,205,725 12.99 % 0 0 % 0

View on SEC.gov

Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Perception Capital Corp. IV shareholders approved Special resolution to change the name of the Company from RCF Acquisition Corp. to Perception Capital Corp. IV at the 2023-12-05 meeting.

Proposal: charter amendment
Outcome: passed
Meeting: 2023-12-05

Exact text from the filing

The results of voting were as follows: For % of Shares Present Against % of Shares Present Abstain % of Shares Present Broker Non-Votes 16,076,218 94.70 % 898,892 5.30 % 0 0 % 0

View on SEC.gov

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Source: SEC EDGAR

accession 0001213900-23-094764

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