Material Agreement - Form 8-K

Item 1.01. Entry into a Material Definitive Agreement.

Amended and Restated Business Combination Agreement

As previously disclosed on December 5, 2023, Perception Capital Corp. IV , a Cayman Islands exempted company limited by shares f/k/a RCF Acquisition Corp. ("Perception"), Blue Gold Limited, a Cayman Islands company limited by shares, 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 (the "Business Combination Agreement").

On May 2, 2024, Perception and BGHL, entered into that certain Amended and Restated Business Combination Agreement (the "Amended BCA") to, among other things, restructure the transaction as follows: (i) Perception shall form a wholly owned subsidiary ("Merger Sub"), (ii) at the merger effective time, Merger Sub shall merge with and into BGHL, or its successor entity as set forth in the Amended BCA, and (iii) BGHL shall continue as the surviving entity and wholly owned subsidiary of Perception, and to (iv) make changes to certain representations and conditions to the Closing to match the revised structure.

The foregoing description is only a summary of the Amended BCA and is qualified in its entirety by reference to the full text of the Amended BCA, which is filed as Exhibit 2.1 and incorporated by this reference.

Stock Exchange Listing

The Parties have agreed to use their respective reasonable best efforts to cause the Perception Ordinary Shares and Perception Warrants to be issued in connection with the Business Combination to be approved for listing on the New York Stock Exchange ("NYSE") or the Nasdaq Stock Market LLC ("Nasdaq") at Closing.

Closing

Unless the Business Combination Agreement is earlier terminated, the Closing will occur on such date and time as the parties shall agree after satisfaction of the conditions to Closing.

Representations and Warranties

The Amended BCA contains customary representations and warranties of the parties thereto with respect to, among other things, the following as applicable: corporate organization and qualification; organizational documents; capitalization; authority relative to the Amended BCA; no conflicts; required filings and consents; permits; compliance; financial statements; absence of certain changes or events; absence of litigation; employee benefit plans; labor and employment matters; real property; title to assets; intellectual property; taxes; environmental matters; material contracts; insurance; board approval; vote required; certain business practices; interested party transactions; brokers' fees; investigation and reliance; and Investment Company Act. The representations and warranties of the respective parties to the Amended BCA will not survive the Closing.

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