Rigel Resource Acquisition Corp.: debt financing — Rigel Resource Acquisition Corp shareholders approve extension to Aug 2024; ~$58M redeemed

Rigel Resource Acquisition Corp.

Shareholders approved Extension Amendment to extend business combination deadline to August 9, 2024.
5,429,967 Class A shares redeemed at ~$10.73/share for ~$58.3M; trust account balance ~$263.7M.
Sponsor Rigel Resource Acquisition Holding LLC provided two convertible notes up to $3M and $4.2M.
Sponsor made initial $248,387 contribution under second loan on August 9, 2023.
Charter amended to eliminate net tangible assets redemption limitation, enabling redemptions above $5M threshold.

item 1.01 item 2.03 item 3.02 item 3.03 item 5.07 item 5.03 item 9.01

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

Rigel Resource Acquisition Corp. incurred convertible notes of $248,387.10 with Rigel Resource Acquisition Holding LLC at will not bear any interest maturing the earlier of the date by which the Company must complete an initial Business Combination and the consummation of the Company's initial Business Combination.

Instrument: convertible notes
Principal: $248,387.10
Counterparty: Rigel Resource Acquisition Holding LLC
Rate: will not bear any interest
Maturity: the earlier of the date by which the Company must complete an initial Business Combination and the consummation of the Company's initial Business Combination
Event: incurrence

Exact text from the filing

On August 9, 2023, the Sponsor made a Contribution of $248,387.10 under the Second Extension Loan.

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Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Rigel Resource Acquisition Corp. incurred convertible notes of up to $3,000,000 with Rigel Resource Acquisition Holding LLC at will not bear any interest maturing the earlier of the date by which the Company must complete an initial Business Combination and the consummation of the Company's initial Business Combination.

Instrument: convertible notes
Principal: up to $3,000,000
Counterparty: Rigel Resource Acquisition Holding LLC
Rate: will not bear any interest
Maturity: the earlier of the date by which the Company must complete an initial Business Combination and the consummation of the Company's initial Business Combination
Event: incurrence

Exact text from the filing

Pursuant to the Convertible Promissory Note dated as of May 8, 2023 (the “First Extension Loan”), the Sponsor advanced $3,000,000 in connection with the extension of the period of time the Company has to consummate its initial Business Combination (as defined below) from May 9, 2023 to August 9, 2023.

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Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Rigel Resource Acquisition Corp. incurred convertible notes of $3,000,000 with Rigel Resource Acquisition Holding LLC at will not bear any interest maturing the earlier of the date by which the Company must complete an initial Business Combination and the consummation of the Company's initial Business Combination.

Instrument: convertible notes
Principal: $3,000,000
Counterparty: Rigel Resource Acquisition Holding LLC
Rate: will not bear any interest
Maturity: the earlier of the date by which the Company must complete an initial Business Combination and the consummation of the Company's initial Business Combination
Event: incurrence

Exact text from the filing

dated as of May 8, 2023 and August 9, 2023, respectively. Pursuant to the Convertible Promissory Note dated as of May 8, 2023 (the “First Extension Loan”), the Sponsor advanced $3,000,000 in connection with the extension of the period of time the Company has to consummate its initial Business Combination (as defined below) from May 9, 2023 to August 9, 2023. Up to

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Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Rigel Resource Acquisition Corp. incurred convertible notes of maximum aggregate amount of all Contributions will not exceed $4,200,000 with Rigel Resource Acquisition Holding LLC at will not bear any interest maturing the earlier of the date by which the Company must complete an initial Business Combination and the consummation of the Company's initial Business Combination.

Instrument: convertible notes
Principal: maximum aggregate amount of all Contributions will not exceed $4,200,000
Counterparty: Rigel Resource Acquisition Holding LLC
Rate: will not bear any interest
Maturity: the earlier of the date by which the Company must complete an initial Business Combination and the consummation of the Company's initial Business Combination
Event: incurrence

Exact text from the filing

he “Extension Loans”) with its sponsor, Rigel Resource Acquisition Holding LLC (the “Sponsor”). The Extension Loans are dated as of May 8, 2023 and August 9, 2023, respectively.

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Rigel Resource Acquisition Corp. shareholders approved Proposal to amend the Charter to extend the date by which the Company must consummate a Business Combination from August 9, 2023 to August 9, 2024 at the 2023-08-07 meeting.

Proposal: charter amendment
Outcome: passed
Meeting: 2023-08-07

Exact text from the filing

Proposal 1 The Shareholders approved the proposal to amend the Company’s Amended and Restated Memorandum and Articles of Association (the “Charter”) to extend the date by which the Company must either consummate a merger, share exchange, asset acquisition, share purchase, reorganisation or similar business combination involving the Company with one or more businesses or entities (a “Business Combination”) or (i) cease its operations, except for the purpose of winding up if it fails to complete an initial Business Combination and (ii) redeem all of the Class A Ordinary Shares included as part of the units sold in the Company’s initial public offering (the “Public Shares”), from August 9, 2023 to August 9, 2024 (the “Extension Amendment,” and such proposal, the “Extension Proposal”). The voting results for the Extension Proposal were as follows: Votes For Votes Against Votes Abstaining 30,787,676 1,671,147 0

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Rigel Resource Acquisition Corp. shareholders approved Proposal to amend the Charter to eliminate the limitation that the Company may not redeem Public Shares that would cause net tangible assets to be less than $5,000,001 at the 2023-08-07 meeting.

Proposal: charter amendment
Outcome: passed
Meeting: 2023-08-07

Exact text from the filing

Proposal 2 The Shareholders approved the proposal to amend the Charter to eliminate from the Charter the limitation that the Company may not redeem Public Shares that would cause the Company’s net tangible assets to be less than $5,000,001 following such redemptions (the “Redemption Limitation”) in order to allow the Company to redeem Public Shares irrespective of whether such redemption would exceed the Redemption Limitation (the “Redemption Limitation Amendment,” and such proposal, the “Redemption Limitation Amendment Proposal”). The voting results for the Redemption Limitation Amendment Proposal were as follows: Votes For Votes Against Votes Abstaining 30,787,676 1,671,147 0

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Source: SEC EDGAR

accession 0001829126-23-005302

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