UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
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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.
On August 12, 2024, Rigel Resource Acquisition Corp (the “Company”) entered into a Convertible Promissory Notes (the “Extension Loan”) with its sponsor, Rigel Resource Acquisition Holding LLC (the “Sponsor”) and Orion Mine Finance GP III LP (“Orion”).
Pursuant to the Extension Loan, the Sponsor and Orion have agreed that they will contribute to the Company as a loan (each loan being referred to herein as a “Contribution”) $0.02 for each Public Share (as defined below) that was not redeemed in connection with the Special Meeting (as defined below), for each month (or a pro rata portion thereof if less than a month) until the earlier of (i) the date of the extraordinary general meeting held in connection with the shareholder vote to approve an initial Business Combination and (ii) May 9, 2025. The Contributions will be deposited into the Company’s Trust Account. Loans under the Extension Loan can be settled in whole warrants to purchase Class A ordinary shares, par value $0.0001 per share (“Class A Ordinary Shares”) at a conversion price equal to $1.00 per warrant upon maturity or prepayment of the Extension Loan. The Extension Loan will not bear any interest and will be repayable by the Company upon the earlier of the date by which the Company must complete an initial Business Combination and the consummation of the Company’s initial Business Combination. The maturity date of the Extension Loan may be accelerated upon the occurrence of an Event of Default (as defined therein). Any outstanding principal under the Extension Loan may be prepaid at any time by the Company, at its election and without penalty.
The foregoing description of the Extension Loan does not purport to be complete and is qualified in its entirety by the terms and conditions of the Extension Loan, a copy of which is attached hereto as Exhibits 10.1 and incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information disclosed under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03 to the extent required herein.
Item 3.02 Unregistered Sales of Equity Securities.
The information disclosed under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02 to the extent required herein. The warrants that may be issued pursuant to the Extension Loans will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and will be issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act. Each warrant will entitle the holder thereof to purchase one Class A Ordinary Share of the Company at an exercise price of $11.50 per share, subject to certain adjustments. The warrants shall be identical to the warrants issued to the Sponsor pursuant to the Private Placement Warrants Purchase Agreement, dated as of November 4, 2021, by and among the Company, the Sponsor and certain other purchasers named therein, in connection with the Company’s initial public offering that was consummated on November 9, 2021.
Item 3.03 Material Modification to Rights of Security Holders.
The information disclosed in Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03 to the extent required herein.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information disclosed in Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03 to the extent required herein.
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On August 9, 2024, the Company held a special meeting (the “Special Meeting”) at which holders of 27,362,812 of the Company’s ordinary shares, comprised of 19,862,812 Class A Ordinary Shares and 7,500,000 Class B ordinary shares, par value $0.0001 per share (“Class B Ordinary Shares”), were present in person or by proxy, representing approximately 85.3% of the voting power of the 32,070,033 then-issued and outstanding ordinary shares of the Company, comprised of 24,570,033 Class A Ordinary Shares and 7,500,000 Class B Ordinary Shares, entitled to vote at the Special Meeting at the close of business on July 15, 2024, which was the record date (the “Record Date”) for the Special Meeting. Shareholders of record as of the Record Date are referred to herein as “Shareholders”. In connection with the Extension Amendment (as defined below), the holders of 17,440,475 Class A Ordinary Shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $11.40 per share, for an aggregate redemption amount of approximately $198,881,064, leaving approximately $81,301,345 in the Company’s trust account. A summary of the voting results at the Special Meeting for each of the proposals is set forth below.
Proposal 1
The Shareholders approved the proposal to amend the Company’s Amended and Restated Memorandum and Articles of Association (the “Charter”) to extend the date by which the Company must either consummate a merger, share exchange, asset acquisition, share purchase, reorganisation or similar business combination involving the Company with one or more businesses or entities (a “Business Combination”) or (i) cease its operations, except for the purpose of winding up if it fails to complete an initial Business Combination and (ii) redeem all of the Class A Ordinary Shares included as part of the units sold in the Company’s initial public offering (the “Public Shares”), from August 9, 2024 to May 9, 2025, or such earlier date as determined by the Company’s board of directors (the “Extension Amendment,” and such proposal, the “Extension Proposal”). The voting results for the Extension Proposal were as follows:
| Votes For | Votes Against | Votes Abstaining | ||
| 21,293,285 | 5,569,527 | 500,000 |
Proposal 2
The proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there were insufficient votes for, or otherwise in connection with, the approval of the Extension Proposal was not presented at the Special Meeting since the Extension Proposal each received a sufficient number of votes for approval.
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 complete an initial Business Combination and other risks and uncertainties indicated from time to time in our filings with the U.S. Securities and Exchange Commission (the “SEC”), including under the caption “Risk Factors” in the 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.
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Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. The following exhibits are filed with this Form 8-K: |
| Exhibit No. | Description of Exhibits | |
| 3.1 | Amendment to Amended and Restated Memorandum and Articles of Association of the Company. | |
| 10.1 | Promissory Note, dated as of August 12, 2024, by and between Rigel Resource Acquisition Corp, Rigel Resource Acquisition Holding LLC and Orion Mine Finance GP III LP. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| + | Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. |
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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.
| RIGEL RESOURCE ACQUISITION CORP | ||
| Date: August 13, 2024 | By: | /s/ Jonathan Lamb |
| Name: | Jonathan Lamb | |
| Title: | Chief Executive Officer | |
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