UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
November 7, 2024
PERCEPTION CAPITAL CORP. IV
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
001-41039 |
|
N/A |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
3109 W. 50th Street, #207
Minneapolis, MN 55410
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (952) 456-5300
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☒ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant |
|
RCFA.U |
|
The New York Stock Exchange |
| Class A ordinary shares, par value $0.0001 par value |
|
RCFA |
|
The New York Stock Exchange |
| Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share |
|
RCFA WS |
|
The New York Stock Exchange |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01. Entry into a Material
Definitive Agreement.
Amendment No. 1 to 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.
As previously disclosed, 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,
“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.
On November 7, 2024, the parties
entered into Amendment No. 1 to the Second Amended BCA (“Amendment No. 1”) to, among other things (i) change
the structure of the Blue Merger such that Blue Merger Sub shall be merged with and into NewCo with NewCo as the surviving entity of the
Blue Merger, (ii) amend the definition of Material Adverse Effect to exempt the impact of any Perception share redemptions and delisting
from the NYSE from the definition, and (iii) to amend the date that constitutes the Outside Date from November 5, 2025 to January 31,
2025.
The foregoing description
is only a summary of Amendment No. 1 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 and Restated BCA, as amended by Amendment No. 1.
Forward-Looking Statements
This
Current Report on Form-8-K includes "forward-looking statements" within the meaning of the safe harbor for forward-looking statements
provided by Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995 including,
without limitation: statements related to the parties likelihood to enter into a binding or definitive agreement(s); statements related
to the parties’ ability to close the proposed Business Combination, including the ability of both companies to secure all required
regulatory, third-party and shareholder approvals for the proposed Business Combination; the anticipated benefits of the proposed Business
Combination, including the potential amount of cash that may be available to the combined company upon consummation of the Business Combination;
the anticipated enterprise value of the combined company following the Business Combination; sources and uses of cash from the Business
Combination; the anticipated timing to close the Business Combination; Perception’s expectation that its ordinary shares will be
accepted for listing on The New York Stock Exchange following the closing of the Business Combination; the financial and business performance
of Perception; and Perception’s anticipated future operating results.
You
are cautioned not to place undue reliance on these forward-looking statements, which are current only as of the date of this press release.
Each of these forward-looking statements involves risks and uncertainties. Important factors that could cause actual results to differ
materially from those discussed or implied in the forward-looking statements include, but are not limited to: the risk that the Business
Combination may not be completed in a timely manner or at all; the failure to obtain requisite approval for the Business Combination or
meet other closing conditions; the occurrence of any event, change or other circumstances that could give rise to the termination of the
merger agreement in respect of the Business Combination; failure to achieve sufficient cash available (taking into account all available
financing sources) following any redemptions of Perception’s public shareholders; failure to obtain the requisite approval of Perception’s
and BGHL’s respective shareholders; failure to meet relevant listing standards in connection with the consummation of the Business
Combination; failure to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things,
competition, the ability of the combined entity to maintain relationships with customers and suppliers and strategic alliance third parties,
and to retain its management and key employees; potential litigation relating to the proposed Business Combination; changes to the proposed
structure of the Business Combination that may be required or appropriate as a result of the announcement and execution of the Business
Combination; unexpected costs and expenses related to the Business Combination; estimates of the combined company’s financial performance
being materially incorrect predictions; general economic or political conditions; negative economic conditions that could impact BGHL
and the gold industry in general; reduction in demand for BGHL’s products; changes in the markets that BGHL targets or that the
combined company intends to target; any change in laws applicable to Perception or BGHL or any regulatory or judicial interpretation thereof;
and other factors, risks and uncertainties, including those to be included under the heading “Risk Factors” in the proxy statement/prospectus
to be later filed with the SEC, and those disclosed in Perception’s SEC filings, under the heading “Risk Factors,” including
its Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on April 23, 2024 as amended by the Annual Report
on Form 10-K/A filed with the SEC on August 30, 2024 and any subsequent filings.
All
forward-looking statements are expressly qualified in their entirety by such factors. Perception does not undertake any duty to update
any forward-looking statement except as required by law.
Additional Information
and Where to Find It
In
connection with the proposed Business Combination, Blue Gold Limited has filed with the Securities and Exchange Commission (the “SEC”)
a registration statement on Form F-4 (the “Registration Statement”), which includes a preliminary proxy statement/prospectus
and certain other related documents, which will be both the proxy statement to be distributed to the shareholders of Perception in connection
with Perception’s solicitation of proxies for the vote by its shareholders with respect to the proposed Business Combination and
other matters as may be described in the definitive proxy statement/prospectus, as well as a prospectus relating to the offer and sale
of the securities to be issued by Blue Gold Limited in the proposed Business Combination. Shareholders are encouraged to read the Registration
Statement as it contains important information.
This
Form 8-K does not contain all of the information that should be considered by Perception’s or Blue Gold’s shareholders concerning
the proposed Business Combination and is not intended to constitute the basis of any voting or investment decision in respect of the proposed
Business Combination or the securities of the combined company. The respective shareholders of Perception and BGHL and other interested
persons are advised to read the preliminary proxy statement/prospectus and the amendments thereto and, when available, the definitive
proxy statement/prospectus and documents incorporated by reference therein filed in connection with the business combination, as these
materials will contain important information about Perception, BGHL, Blue Gold Limited and the Business Combination.
When
available, the definitive proxy statement/prospectus and other relevant materials for the business combination will be mailed to shareholders
of Perception as of a record date to be established for voting on the business combination. Shareholders of Perception will also be able
to obtain copies of the Registration Statement, the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus
and other documents filed with the SEC, without charge, at the SEC’s web site at www.sec.gov or by directing a request to: RCF Acquisition
Corp., 3109 W. 50th Street, #207, Minneapolis, MN 55410, Attention: Investor Relations or by email at investors@perceptioncapitalpartners.com.
Participants in Solicitation
Perception,
and BGHL and their respective directors, executive officers, other members of management and employees may be deemed participants in the
solicitation of proxies from Perception’s shareholders with respect to the proposed Business Combination. Investors and securityholders
may obtain more detailed information regarding the names and interests in the Business Combination of the directors and officers of each
of Perception and Blue Gold with respect to the proposed Business Combination in the proxy statement/prospectus for the proposed business
combination when available and in such company’s respective filings with the SEC.
No Offer or Solicitation
This
press release shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of
the proposed business combination. This press release shall also not constitute an offer to sell or the solicitation of an offer to buy
any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would
be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall
be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption
therefrom.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURE
Under the requirements of
the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the duly authorized undersigned.
| Date: November 14, 2024 |
PERCEPTION CAPITAL CORP. IV |
| |
|
|
| |
By: |
/s/ Rick Gaenzle |
| |
Name: |
Rick Gaenzle |
| |
Title: |
Chief Executive Officer |
4
Exhibit 2.1
Execution Version
AMENDMENT NUMBER 1 TO SECOND
AMENDED AND RESTATED
BUSINESS COMBINATION AGREEMENT
This Amendment Number 1 to
Second Amended and Restated Business Combination Agreement (this “Amendment”) between Perception Capital
Corp. IV (formerly known as RCF Acquisition Corp.), a Cayman Islands exempted company limited by shares (“Perception”)
and Blue Gold Holdings Limited, a private company limited by shares formed under the laws of England and Wales (“BGHL”)
is dated November 7, 2024 (the “Signing Date”). Capitalized terms used but not defined have the meaning ascribed
to such term in the Original Agreement.
BACKGROUND
A. Perception,
Blue Gold Limited, a Cayman Islands exempted company limited by shares, and BGHL previously entered into that certain Second Amended and
Restated Business Combination Agreement dated June 12, 2024 (the “Original Agreement”);
B. In
connection with Section 11.8 of the Original Agreement, the Original Agreement may be amended by a written instrument signed by Perception
and BGHL;
C. Perception
and BGHL desire to enter into this amendment (the “Amendment”) to, among other things, change the surviving
entity under the Blue Merger; and
D. By
executing this Amendment, the parties agree as follows:
AGREEMENT
a. Recital
I of the Original Agreement is amended by deleting Recital I and replacing it with the following new Recital I:
“I. On the
Blue Merger Effective Date, BGHL and Blue Merger Sub shall consummate the Blue Merger, under which Blue Merger Sub shall be merged with
and into BGHL, following which the separate corporate existence of Blue Merger Sub shall cease and BGHL shall continue as the surviving
entity and wholly owned subsidiary of New Perception.”
b. Section
1.2 of the Original Agreement is amended by deleting Section 1.2 and replacing it with the following new Section 1.2:
“1.2 Blue Merger. Before
the Blue Merger Effective Time, Perception Merger Sub will form Blue Merger Sub for the purpose of effecting the Blue Merger. Subject
to completion or waiver of the closing conditions in accordance with Article VIII, on the Blue Merger Effective Date, BGHL and
Blue Merger Sub shall, in accordance with Cayman Act and this Agreement, consummate the Blue Merger, under which Blue Merger Sub shall
be merged with and into BGHL, following which the separate corporate existence of Blue Merger Sub shall cease and BGHL shall continue
as the surviving entity and wholly owned subsidiary of New Perception (“New Blue”).”
c. Section
9.1(b) of the Original Agreement is amended by deleting Section 9.1(b) and replacing it with the following new Section 9.1(b):
“(b) by written
notice by either Perception or BGHL to the other Parties, if any of the conditions to the Closing set forth in Article IX have
not been satisfied or waived by January 31, 2025 (the “Outside Date”); provided, however, the right to
terminate this Agreement under this Section 9.1(b) shall not be available to a Party if the breach or violation by such Party or
its Affiliates of any representation, warranty, covenant or obligation under this Agreement was the cause of, or resulted in, the failure
of the Closing to occur on or before the Outside Date;”
d. The
definition of “BGHL” in Section 12.1 is amended by deleting the defined term and replacing it was the
following new definition:
“‘BGHL’
shall have the meaning set forth in the recitals or if assigned by BGHL in connection with Section 11.2, its successor in interest.”
e. The
definition of “Material Adverse Effect” in Section 12.1 is amended by deleting the last sentence and
replacing it with the following:
“Notwithstanding
the foregoing, with respect to Perception, the amount of the Perception Share Redemption, the failure to obtain the Perception Shareholders’
Approval or the delisting of the Perception Securities from the NYSE shall not be deemed to be a Material Adverse Effect on or with respect
to Perception.”
a. Full
Force and Effect; References to Original Agreement. Except as expressly modified by this Amendment, the Original Agreement remains
unmodified and is in full force and effect and binding upon the Parties. All of the representations, warranties, covenants, terms and
conditions of the Original Agreement are unaffected by this Amendment and shall continue to be, and remain, in full force and effect in
accordance with their respective terms as if fully restated in this Amendment. This Amendment shall inure to the benefit of and be binding
upon the undersigned Parties and their respective legal representatives, successors and assigns. All references to “this Agreement”
in the Original Agreement shall be deemed to refer to the Original Agreement, as amended by this Amendment.
b. Counterparts.
This Amendment may be executed in counterparts, each of which shall be an original for all purposes and all of which counterparts taken
together shall constitute one agreement. Signatures to this Amendment executed and/or transmitted by electronic means shall be valid and
effective to bind the parties.
c. Governing
Law. This Amendment and the rights and obligations of the parties shall be interpreted and enforced in accordance with the laws of
the State of New York.
d. Definitions.
All capitalized terms not otherwise defined are used with the respective definitions given them in the Original Agreement.
e. Entire
Agreement. The Original Agreement, as amended by this Amendment, contain the entire agreement of the parties with respect of the subject
and supersedes all prior conversations, discussions and agreements relating to the subject matter of this Amendment.
[Signatures follow.]
Each party has executed this
Amendment as of the Signing Date.
| BGHL: |
|
| |
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| BLUE GOLD HOLDINGS LIMITED |
|
| |
|
| By: |
|
|
| Name: |
Andrew Cavaghan |
|
| Title: |
Executive Chairman |
|
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| Perception: |
|
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| PERCEPTION CAPITAL CORP. IV |
|
| |
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| By: |
|
|
| Name: |
Rick Gaenzle |
|
| Title: |
Chief Executive Officer |
|
[Signature Page – Amendment Number 1 to Second
Amended and Restated Business Combination Agreement]
3
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