On September 24, 2024 the company cancelled the November 6, 2023 Blue Capital convertible note (up to $2,000,000) and replaced it with a new interest-free note of up to $2,000,000 with Blue Perception Capital LLP. It is repayable at the earliest of a business combination, liquidation, or December 31, 2024; $1,275,739 was already received, with further payments scheduled through November 29, 2024. At closing, amounts outstanding convert into Class A shares at $1.00 and RCF VII Sponsor forfeits an equal number of shares; Blue Perception may also buy up to 377,812.5 shares from Perception Capital Partners IV at $1.20 for 18 months after closing. This is new financing, and the December 31, 2024 repayment date is a new pressure point alongside the November 5, 2024 deadline (inference).
On September 6, 2024 the board approved two equity deals. The sponsor, Perception Capital Partners IV, will swap its 9,067,500 private warrants for 755,625 Class A shares (one share per 12 warrants), with no trust rights or vote on the business combination. The company will also sell 609,250 preference shares to BCMP Services Limited for $700,000 in two tranches, each converting into 20 Class A shares 61 days after a business combination; the first tranche of 435,179 shares for $500,000 closed September 9. These new shares will dilute other holders after a deal (inference), and the warrant swap removes those private warrants.
3 Nov 2023capital raising announcement● NeutralMajor
On November 2, 2023 the sponsor, RCF VII Sponsor LLC, agreed to sell some of its Class A shares and private placement warrants to Perception Capital Partners IV LLC, with closing expected November 6, 2023. This is a change in who controls the sponsor's stake; the filing gives no price or number of securities and no business combination target.
On April 1, 2022 the company issued an unsecured convertible note to its sponsor, RCF VII Sponsor LLC, allowing it to borrow up to $5,000,000 for expenses and completing a business combination. The note is due on the earlier of May 15, 2023 or a business combination, and the sponsor can convert up to $1,500,000 into warrants at $1.00 each, each exercisable for one Class A share at $11.50.
18 Nov 2021capital raising announcement● NeutralMajor
The company (then named RCF Acquisition Corp., sponsored by RCF VII Sponsor LLC) closed its IPO on November 15, 2021, selling 23,000,000 units at $10.00 each for $230,000,000 gross, including 3,000,000 units from the underwriters' full over-allotment. The sponsor bought 11,700,000 private placement warrants at $1.00 for $11,700,000, and $234,600,000 ($10.20 per unit) was placed in a trust account. This follows the November 2021 registration and listing steps; the audited balance sheet shows the trust cash, and the filing says shares are redeemable if no business combination closes within 18 months.
