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): January 16, 2024
RCF Acquisition Corp.
(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 5.07. Submission of Matters to a Vote of Security Holders.
On January 16, 2024, RCF Acquisition Corp. (Perception Capital Corp. IV) (the “Company”) held its Annual General Meeting of Shareholders (the “Meeting”) to consider and vote upon two proposals. The results of the voting on these proposals was as follows:
Proposal No. 1- Director Proposal — To elect, as an ordinary resolution, two individuals to serve as a director until the 2026 annual meeting and until his respective successor has been duly elected and qualified or until his earlier resignation, removal or death. This proposal was approved. The results of voting were as follows:
| Nominee | For | % of Shares Present | Withheld | % of Shares Present | Broker Non-Vote | |||||
| R. Rudolph Reinfrank | 8,801,212 | 96.70% | 300,000 | 3.30% | 0 | |||||
| Thomas J. Abood | 9,101,212 | 100,000 | 0 | 0% | 0 |
Proposal No. 2- — Auditor Proposal — To ratify, as an ordinary resolution, the appointment of WithumSmith+Brown, PC, as the Company’s independent registered public accounting firm for the year ending December 31, 2023. This proposal was approved. The results of voting were as follows:
| For | % of Shares Present |
Against | % of Shares Present |
Abstain | % of Shares Present |
Broker Non-Votes |
||||||||||||||||||||
| 9,101,212 | 100 | % | 0 | 0 | % | 0 | 0 | % | 0 | |||||||||||||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit | Description | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
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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: March 22, 2024 | RCF ACQUISITION CORP. | |
| By: | /s/ Rick Gaenzle | |
| Name: | Rick Gaenzle | |
| Title: | Chief Executive Officer | |
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