History
A blank-cheque company raised $230 million in 2021, changed sponsors in 2023, and by February 2025 was heading to a shareholder vote on merging with Ghana gold miner Blue Gold.
2021: Listing and the $230 million raise
The company was launched as RCF Acquisition Corp., a Cayman Islands shell, sponsored by RCF VII Sponsor LLC. A shell of this kind raises money from the public to buy a business later. In November 2021 the exchange cleared its securities for trading, and on November 15 it closed its IPO, selling 23,000,000 units at $10.00 for $230,000,000. The total included 3,000,000 units from the underwriters' full over-allotment option. Each unit carried one Class A share and half a warrant, a right to buy more shares. The sponsor bought 11,700,000 private warrants at $1.00, and $234,600,000 ($10.20 a unit) went into a trust account. Shareholders could redeem if no deal closed within 18 months.
2023: New owners and a target
The record is quiet for almost two years. In November 2023 the sponsor agreed to sell part of its stake to Perception Capital Partners IV LLC, and the sale closed on November 6. Management and the board were replaced: Rick Gaenzle became CEO, Tao Tan President and John Stanfield CFO. At that point there were 18,764,431 Class A shares and one Class B share outstanding. RCF VII Sponsor was the largest holder, with 5,347,499 Class A shares (28.5%).
On December 5 shareholders voted to extend the deadline to November 5, 2024, and over $52 million stayed in trust. The same day the company signed a Business Combination Agreement with Blue Gold Limited and Blue Gold Holdings Limited (BGHL), a gold mining platform with operations in Ghana. Blue Gold holders were to receive equity valued at $114.5 million. Closing needed shareholder votes on both sides, an effective registration statement, regulatory approvals and an NYSE or Nasdaq listing.
2024: Restructurings, restatements and fundraising
The year was busy. In January the NYSE said the company had fewer than the required 300 public holders, and it had until November 15, 2024 to regain compliance. The deal was reshaped twice, on May 2 and June 12, the second time with the company merging into Blue Gold Limited.
The accounting also needed repair. In April the company said three 2023 quarterly reports could not be relied on, because related-party notes were carried at the wrong value. In August it said the 2023 annual report and the first-quarter 2024 report were also unreliable: an $8,050,000 deferred underwriting fee, waived by the underwriters in late 2023, was still shown as a liability. An amended annual report was filed on August 30, and the company reported a material weakness in its internal controls.
In September it raised more money. The sponsor agreed to swap 9,067,500 private warrants for 755,625 Class A shares. The company also agreed to sell 609,250 preference shares to BCMP Services Limited for $700,000, with a first tranche of $500,000 closing on September 9. Each preference share converts into 20 Class A shares after a deal. A new interest-free note of up to $2,000,000 with Blue Perception Capital LLP replaced an earlier one; $1,275,739 had already been received. In November, Amendment No. 1 moved the outside date for the deal to January 31, 2025. A registration statement had been filed. In December the exchange filed to remove a class of the company's securities from listing.
2025: The shareholder vote
On February 13, 2025 the company began mailing its proxy statement for a meeting on March 6, covering the deal as amended again on January 8. Blue Gold Limited would issue 11,450,000 Class A shares, valued at $10.00 each, to BGHL's shareholders. Perception shares would convert one-for-one. The board unanimously backed the deal. As of that date the vote was pending, and the trust balance was not stated.
Written from the 16 story beats below (2021 to 13 Feb 2025), which come from the company's own announcements and filings.