UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
Filed
by the Registrant ☒
Filed
by a Party other than the Registrant ☐
Check
the appropriate box:
| ☐ | Preliminary
Proxy Statement |
| ☐ | Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive
Proxy Statement |
| ☒ | Definitive
Additional Materials |
| ☐ | Soliciting
Material under § 240.14a-12 |
Rigel
Resource Acquisition Corp.
(Name of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement if other than the Registrant)
Payment
of Filing Fee (Check all boxes that apply):
| ☐ | Fee
paid previously with preliminary materials |
| ☐ | Fee
computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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): July 26, 2023
Rigel
Resource Acquisition Corp.
(Exact name of registrant as specified in its charter)
| Cayman
Islands |
|
001-41022 |
|
98-1594226 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
7
Bryant Park
1045 Avenue of the Americas, Floor 25
New York, NY |
|
10018 |
| (Address of principal
executive offices) |
|
(Zip Code) |
(646)
453-2672
(Registrant’s telephone number, including area code)
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 and one-half of one redeemable warrant |
|
RRAC.U |
|
The New York Stock Exchange |
| Class A ordinary shares,
par value $0.0001 per share |
|
RRAC |
|
The New York Stock Exchange |
| Redeemable warrants,
each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 |
|
RRAC.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 7.01 Regulation FD Disclosure.
On
March 23, 2023, Rigel Resource Acquisition Corp. (the “Company”) signed a non-binding letter of intent for a
business combination with a company in the global metals sector (“Target”). However, no assurances can be made that
the Company and Target will successfully negotiate and enter into a definitive agreement regarding a business combination. Any transaction
would be subject to board and equity holder approval of both the Company and Target, regulatory approvals and other customary closing
conditions.
Cautionary
Note Regarding Forward-Looking Statements
This
Current Report on Form 8-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are statements that are not historical
facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking
statements. These forward-looking statements and factors that may cause such differences include, without limitation, uncertainties relating
to our ability to obtain approval for the Extension (as defined below), our ability to complete an initial business combination, and
other risks and uncertainties indicated from time to time in filings with the U.S. Securities and Exchange Commission (the “SEC”),
including “Risk Factors” in the Definitive Proxy Statement (as defined below) and in other reports we file with the SEC.
The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements
contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or
circumstances on which any statement is based.
Additional
Information and Where to Find It
The
Company urges investors, shareholders and other interested persons to read the definitive proxy statement (the “Definitive Proxy
Statement”) in connection with an extraordinary general meeting of shareholders of the Company to be held at 11:00 a.m., Eastern
Time, on August 7, 2023 for the purpose of, among other things, extending the time by which it has to consummate an initial business
combination from August 9, 2023 to August 9, 2024 (the “Extension”), as well as other documents filed by the Company
with the SEC, because these documents contain important information about the Company and the Extension. The Definitive Proxy Statement
was mailed to shareholders of the Company as of a record date of July 10, 2023, on or about July 19, 2023. Shareholders may obtain copies
of the Definitive Proxy Statement, without charge, at the SEC’s website at www.sec.gov or by directing a request
to: Rigel Resource Acquisition Corp, 7 Bryant Park, 1045 Avenue of the Americas, Floor 25, New York, NY 10018.
Participants
in the Solicitation
The
Company and its directors and officers may be deemed to be participants in the solicitation of proxies of the Company’s shareholders
in connection with the proposals described in the Definitive Proxy Statement. Investors and security holders may obtain more detailed
information regarding the names, affiliations and interests of the Company’s directors and officers in the Definitive Proxy Statement,
which may be obtained free of charge from the sources indicated above.
Item 9.01 Financial Statements and
Exhibits.
(d)
Exhibits
EXHIBIT
INDEX
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date:
July 26, 2023
| Rigel
Resource Acquisition Corp. |
| | |
| |
| | By: |
/s/
Jonathan Lamb |
| | |
Name: | Jonathan
Lamb |
| | |
Title: | Chief
Executive Officer |
Exhibit 99.1
Rigel
Resource Acquisition Corp. Announces Non-Binding Letter of Intent
to Acquire Metals Company
NEW
YORK, July 26, 2023 4:05 PM Eastern Daylight Time--(BUSINESS WIRE)--Rigel Resource Acquisition Corp. (NYSE: RRAC) (the
“Company”) today announced that it signed a non-binding letter of intent for a business combination with a company in
the global metals sector (“Target”) on March 23, 2023. However, no assurances can be made that the Company and Target
will successfully negotiate and enter into a definitive agreement regarding a business combination. Any transaction would be subject
to board and equity holder approval of both the Company and Target, regulatory approvals and other customary closing
conditions.
About
Rigel Resource Acquisition Corp.
Rigel
Resource Acquisition Corp is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share
purchase, reorganization or similar business combination with one or more businesses. Rigel Resource Acquisition Corp aims to identify
and transact with a prospective target business in the global metals sector.
Additional
Information and Where to Find It
The
Company urges investors, shareholders and other interested persons to read the definitive proxy statement (the “Definitive Proxy
Statement”) in connection with an extraordinary general meeting of shareholders of the Company to be held at 11:00 a.m., Eastern
Time, on August 7, 2023 for the purpose of, among other things, extending the time by which it has to consummate an initial business
combination from August 9, 2023 to August 9, 2024 (the “Extension”), as well as other documents filed by the Company with
the U.S. Securities and Exchange Commission (the “SEC”), because these documents contain important information about the
Company and the Extension. The Definitive Proxy Statement was mailed to shareholders of the Company as of a record date of July 10, 2023,
on or about July 19, 2023. Shareholders may obtain copies of the Definitive Proxy Statement, without charge, at the SEC’s website
at www.sec.gov or by directing a request to: Rigel Resource Acquisition Corp, 7 Bryant Park, 1045 Avenue of the Americas, Floor 25, New
York, NY 10018.
Participants
in the Solicitation
The
Company and its directors and officers may be deemed to be participants in the solicitation of proxies of the Company’s shareholders
in connection with the proposals described in the Definitive Proxy Statement. Investors and security holders may obtain more detailed
information regarding the names, affiliations and interests of the Company’s directors and officers in the Definitive Proxy Statement,
which may be obtained free of charge from the sources indicated above.
Forward
Looking Statements
This
press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are statements that are not historical facts. Such
forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking
statements. These forward-looking statements and factors that may cause such differences include, without limitation, uncertainties relating
to our ability to obtain approval for the Extension, our ability to complete an initial business combination, and other risks and uncertainties
indicated from time to time in filings with the SEC, including “Risk Factors” in the Definitive Proxy Statement and in other
reports we file with the SEC. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions
to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or
any change in events, conditions or circumstances on which any statement is based.
Contact
Jon Lamb
jlamb@orionrp.com
Rigel Resource Acquisition (NYSE:RRAC)
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