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):
(Exact Name of Registrant as Specified in Charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
(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 (see General Instruction A.2. below):
| 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)) |
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).
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class: | Trading Symbol(s) | Name of Each Exchange on Which Registered: | ||
| None | None | None |
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. |
Promissory Note
On August 4, 2025, Rigel Resource Acquisition Corp, a Cayman Islands exempted company (the “Company”), entered into a Promissory Note (the “August 2025 Working Capital Loan”) with Rigel Resource Acquisition Holding LLC, a Cayman Islands limited liability company (the “Sponsor”). Pursuant to the August 2025 Working Capital Loan, the Sponsor has agreed to loan to the Company up to $1,000,000 to be used for working capital purposes. The loan will not bear any interest, and will be repayable by the Company to the Sponsor upon the earlier of the date by which the Company must complete an initial business combination pursuant to its amended and restated memorandum and articles of association (as amended from time to time) and the consummation of the Company’s initial business combination.
The foregoing description of the August 2025 Working Capital Loan does not purport to be complete and is qualified in its entirety by the terms and conditions of the August 2025 Working Capital Loan, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
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| Item 9.01. | Financial Statement and Exhibits. |
| (d) | Exhibits. |
EXHIBIT INDEX
| Exhibit No. | Description of Exhibits | |
| 10.1 | Promissory Note, dated as of August 4, 2025, by and between Rigel Resource Acquisition Corp and Rigel Resource Acquisition Holding LLC. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, 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 8, 2025 | By: | /s/ Jonathan Lamb |
| Name: | Jonathan Lamb | |
| Title: | Chief Executive Officer | |
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