Announcement • Nov 17
The New York Stock Exchange to Commence Delisting Proceeding against Perception Capital Corp. IV Due to Failure to Consummate Business Combination The New York Stock Exchange (‘NYSE’, the ‘Exchange’) announced that the staff of NYSE Regulation has determined to commence proceedings to delist the three securities listed as follows, Class A ordinary shares, par value $0.0001 par value; Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant; Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share (‘Securities’) of Perception Capital Corp. IV (the ‘Company’) from the Exchange. Trading in the Company’s Securities will be suspended immediately. NYSE Regulation reached its decision to delist the Company’s Securities pursuant to Sections 802.01B and 102.06e. of the NYSE’s Listed Company Manual because the Company failed to consummate a business combination within the shorter of (i) the time period specified by its constitutive documents or by contract or (ii) three years. The Company has a right to a review of this determination by a Committee of the Board of Directors of the Exchange. The NYSE will apply to the Securities and Exchange Commission to delist the Company’s Securities upon completion of all applicable procedures, including any appeal by the Company of the NYSE Regulation staff’s decision. Announcement • Nov 16
Perception Capital Corp. IV announced delayed 10-Q filing On 11/15/2024, Perception Capital Corp. IV announced that they will be unable to file their next 10-Q by the deadline required by the SEC. Board Change • Nov 14
High number of new and inexperienced directors There are 5 new directors who have joined the board in the last 3 years. The company's board is composed of: 5 new directors. 3 experienced directors. No highly experienced directors. Member of Advisory Board Martin Valdes is the most experienced director on the board, commencing their role in 2021. The following issues are considered to be risks according to the Simply Wall St Risk Model: Lack of board continuity. Lack of experienced directors. Announcement • Aug 15
Perception Capital Corp. IV announced delayed 10-Q filing On 08/14/2024, Perception Capital Corp. IV announced that they will be unable to file their next 10-Q by the deadline required by the SEC. Board Change • Aug 15
High number of new and inexperienced directors There are 8 new directors who have joined the board in the last 3 years. The company's board is composed of: 8 new directors. No experienced directors. No highly experienced directors. Member of Advisory Board Martin Valdes is the most experienced director on the board, commencing their role in 2021. The following issues are considered to be risks according to the Simply Wall St Risk Model: Lack of board continuity. Lack of experienced directors. Announcement • May 17
RCF Acquisition Corp. announced delayed 10-Q filing On 05/15/2024, RCF Acquisition Corp. announced that they will be unable to file their next 10-Q by the deadline required by the SEC. Announcement • Apr 03
RCF Acquisition Corp. announced delayed annual 10-K filing On 04/02/2024, RCF Acquisition Corp. announced that they will be unable to file their next 10-K by the deadline required by the SEC. Announcement • Jan 26
RCF Acquisition Corp. Announces Receipt of Continued Listing Standard Non-compliance Notice from NYSE RCF Acquisition Corp. announced that it received written notice on January 19, 2024 from the New York Stock Exchange (NYSE) that the company is not in compliance with NYSE continued listing standards, which require it to maintain a minimum of 300 public stockholders on a continuous basis. In accordance with applicable NYSE procedures, the Company has 45 days from receipt of the notice to submit a plan that would bring it into compliance with the minimum stockholder requirement by no later than November 15, 2024. The Company intends to develop and submit a plan to bring it into compliance with the NYSE listing standards within the required time-frame. The notice has no immediate impact on the Company’s securities, and provided the NYSE approves the plan, the Company’s securities will continue to be listed and traded on the NYSE under their existing ticker symbols, with the addition of a suffix indicating the “below compliance” status of its ordinary shares, such as “RCFA.BC”. Announcement • Dec 07
Blue Gold Holdings Limited agreed to acquire RCF Acquisition Corp. (NYSE:RCFA) from Perception Capital Partners IV LLC and others in a reverse merger transaction. Blue Gold Holdings Limited agreed to acquire RCF Acquisition Corp. (NYSE:RCFA) from Perception Capital Partners IV LLC and others in a reverse merger transaction on December 6, 2023. Blue Gold is anticipated to list on The New York Stock Exchange. Tao Tan will join the board of directors. The boards of directors of both parties have unanimously approved the proposed transaction. The transaction is subject to customary closing conditions, including receipt of all regulatory approvals, as well as the approval of the proposed transaction by Perception’s and Blue Gold’s shareholders. The transaction is expected to close in second quarter of 2024.
Cohen & Company Capital Markets acted as financial advisor and lead capital markets advisor to RCF Acquisition Corp. Loeb & Loeb LLP acted as counsel to RCF Acquisition Corp. Nelson Mullins Riley & Scarborough LLP acted as counsel to Blue Gold. Announcement • Nov 24
RCF Acquisition Corp., Annual General Meeting, Dec 05, 2023 RCF Acquisition Corp., Annual General Meeting, Dec 05, 2023, at 10:30 US Eastern Standard Time. Location: 345 Park Avenue, NewYork, NewYork 10154 New York United States Agenda: To consider if you hold class a ordinary shares as part of units, elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares,; to submit a written request, including the name, phone number, and address of the beneficial owner of the shares for which redemption is requested, to the transfer agent at least two business days prior to the scheduled vote at the extraordinary general meeting that your public shares be redeemed for cash; and to consider other matters if any. New Risk • Aug 17
New minor risk - Earnings quality The company has large one-off items impacting its financial results. One-off items were 42% of the size of the rest of the company's trailing 12-month earnings before tax. This is considered a minor risk. One-off items are incomes or expenses that the company does not expect to repeat in future periods. Examples include profits from the sale of a business or expenses from a restructuring or legal settlements. If the company's reported statutory earnings include a large proportion of one-off items it means they may be an unreliable indicator of its true business performance as the earnings were skewed by these incomes or expenses. Currently, the following risks have been identified for the company: Major Risks Debt is not well covered by operating cash flow (currently running at an operating cash loss). Negative equity (-US$13m). Revenue is less than US$1m. Minor Risks Less than 3 years of financial data is available. Large one-off items impacting financial results. Board Change • Feb 28
Less than half of directors are independent Following the recent departure of a director, there are only 3 independent directors on the board. The company's board is composed of: 3 independent directors. 4 non-independent directors. Independent Director Tim Baker was the last independent director to join the board, commencing their role in 2021. The company's minority of independent directors is a risk according to the Simply Wall St Risk Model. Announcement • Apr 03
RCF Acquisition Corp. announced that it has received $5 million in funding from RCF VII Sponsor LLC RCF Acquisition Corp. announced a private placement of an unsecured convertible promissory note for gross proceeds of $5,000,000 on April 1, 2022. The transaction included participation from existing investor RCF VII Sponsor LLC. The investor will have the option, at any time on or prior to the Maturity Date, to convert any amounts outstanding under the Sponsor Convertible Note, up to $1,500,000 in the aggregate, into warrants to purchase the Company’s Class A ordinary shares, par value $0.0001 per share at a conversion price of $1.00 per warrant, with each warrant entitling the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to the same adjustments applicable to the private placement warrants sold concurrently with the Company’s initial public offering. All unpaid principal under the Convertible Note will be due and payable in full on the earlier of May 15, 2023 and the effective date of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses. 
