RCF Acquisition Corp.

06/14/2024 | Press release | Distributed by Public on 06/14/2024 04:02

Material Agreement Form 8 K

Item 1.01. Entry into a Material Definitive Agreement.

Second 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").

As previously disclosed, 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.

On June 12, 2024, Perception, Blue Gold Limited, a Cayman Islands company limited by shares and wholly owned subsidiary of Perception ("Perception Merger Sub"), and BGHL, entered into that certain Second Amended and Restated Business Combination Agreement (the "Second Amended BCA") to, among other things, restructure the transaction as follows: (i) Perception Merger Sub shall form a wholly owned subsidiary (the "Blue Merger Sub") for the purposes of effecting the Blue Merger, (ii) Perception shall merge with and into Perception Merger Sub, a wholly owned subsidiary of Perception with Perception Merger Sub (following such merger, the "New Perception") being the surviving entity (the "Perception Reorganization"), (iii) BGHL will form or acquire a new Cayman Islands entity ("NewCo") and cause the contribution of all of the issued and outstanding shares of BGHL to NewCo, (iv) NewCo shall merge with and into the Blue Merger Sub, following which the separate corporate existence of NewCo shall cease and (v) at the Blue Merger Effective Time, Blue Merger Sub shall continue as the surviving entity and wholly owned subsidiary of New Perception ("New Blue"), and to (vi) make changes to certain representations and conditions to the Closing to match the revised structure.

The foregoing description is only a summary of the Second Amended BCA and is qualified in its entirety by reference to the full text of the Second Amended BCA, which is filed as Exhibit 2.1 and incorporated herein by this reference. Capitalized terms in this Current Report on Form 8-K used but not defined shall have the meaning set forth in the Second Amended BCA.

Stock Exchange Listing

The parties have agreed to use their respective reasonable best efforts to cause the New Perception securities 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 Second 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 Second 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 Second Amended BCA will not survive the Closing.