RCF Acquisition Corp.
RCFA · NYSE
NO ACTION REQUIRED
Nothing left to do
The purchase completed and the shares became shares in the company it bought. There is no deadline left to miss.
Cash at settlement
No cash-per-share figure was filed for this vehicle before it finished.
Last close
Daily close
No price history on file yet — daily closes accumulate from the market data feed.
Trust settled · There is no line to draw here. This vehicle has finished: the cash was paid back or spent closing the deal, so the last filed figure describes an account that no longer exists and would be a floor under nothing.
SpacBrain’s read
Trust settled
The deal closed — SPAC shares became the target's shares, so there is no trust left to redeem (nobody missed a window; holders who wanted cash elected it at the vote).
In plain terms
- What it is
- A SPAC from RCF VII Sponsor LLC, listed on NYSE in November 2021.
- What it's doing now
- It agreed in February 2025 to buy Blue Gold Holdings Limited, a Mining company. The deal valued that business at about $114.5M. That purchase completed, and it stopped being a SPAC — the shares became shares in the business it bought.
- What you should know
- This SPAC has finished. The purchase completed, and the shares became shares in the company it bought — anyone who wanted the cash instead asked for it at the vote, so there is no cash left here to claim and no deadline left to miss.
At a glance
- Where it stands
- Closed (deSPAC)
- The business it bought
- Blue Gold Holdings Limited
- Industry
- Mining/mineral resources company (England and Wales)
- Deal value
- $115M
- announced 13 February 2025
- Price vs cash at settlement
- no live price on file
- Cash in trust when it settled
- not yet extracted into a snapshot — the filings below may state it
- the last trust total filed while this was still a SPAC — the account has since been paid out or used to close the deal
- IPO
- 12 November 2021
- size not on file · 102.0% of each $10 unit into trust
- Headquarters
- 3109 W. 50TH STREET, #207, MINNEAPOLIS, MN, 55410
- Lead underwriter
- not extracted from the prospectus yet
- Key officers
- McClements James T (Director) · Sunny Shah S (Chief Executive Officer) · Dryland Hugo (Director)
- Listed securities
- RCFA common
This vehicle has finished, so there is no window to file a cash-per-share figure for and none will follow. No estimate is shown in its place.
At the 9 May 2023 event.
Nothing dated is on file. That is an absence in the record, not a statement that nothing is coming.
Yield to redemption
Nothing left to redeem — no yield to compute.
This SPAC has finished — its trust was paid back or used to close the deal, so there is nothing left to redeem and no yield to compute. A yield to redemption is a claim that you can hand these shares back for the trust cash. That account is closed, so this page will not print a number here.
What happened to the cash
The reasoning behind the verdict above, in the order the filings establish it.
- The deal closed — SPAC shares became the target's shares, so there is no trust left to redeem (nobody missed a window; holders who wanted cash elected it at the vote).
What has happened, and what is coming
4 dated milestonesEvery dated step from the day it listed to the next date you may have to act on. Where you have to do something, the day your broker needs the instruction is marked too.
redemption rate not stated in the filing
- 13 February 2025Deal announcedpassed
Combination with Blue Gold Holdings Limited
Show the earlier 1 milestone
- 12 November 2021IPOpassed
IPO size not on file
The deal
terms as filedWhat it is buying, on what terms, and how much of the combined company new shares take from you.
- Blue Gold Holdings Limited$115M · announced 13 February 2025closedMining/mineral resourcesSEC primary
Who has already taken their money back
1 filed eventEach time shareholders were offered their cash back, some took it. Heavy cash-outs drain the account and shrink the number of shares left — whatever remains has to carry the deal.
Worst single event
—
no filing states a pre-event share count
Shares redeemed, all events
9.99M
across every filed redemption event
Every figure below is stated in the linked filing; nothing here is estimated.
- May 9, 2023Extensionno rate stated
The score
deterministic, from filed fieldsRCFA is not in the scored universe, so no score is shown. A withheld score is a fact about the record, not a verdict about the company.
The score is only published for names that carry both a price and a filed cash-per-share figure — 292 of the tracked fleet today. The rest keep an empty dial rather than a modelled one, and fill in by themselves as the fields land.
The company
from SEC filingsRead the full profile
RCF Acquisition Corp. was a blank-check company whose common stock traded on the New York Stock Exchange under the ticker RCFA. The company priced its initial public offering on November 12, 2021, under SEC file number 333-260462, as detailed in a 424B4 prospectus. Its SEC SIC industry code is 1040, and its SEC CIK is 0001870143. The vehicle completed a business combination and no longer files, with its closed status established by a 425 filing on November 14, 2024. EDGAR now files the entity as Perception Capital Corp. IV.
Material findings
from the full read of every filingEvery document this company files gets read whole — body and exhibits. These are the ones the read flagged as material, newest first, each citing its filing.
Fourteen months and a full restatement of the business combination agreement between December 2023 and June 2024 is a deal that has been renegotiated rather than merely delayed, and RCFA holders bear the timing risk. The redemption mechanic is the protection: shares must be physically or electronically delivered to Continental ahead of the meeting, and holders who miss that step lose the trust claim and are carried into the combined company.
The extension deposit is being cut from $50,000 a month to $5,000 a month while the runway extends a full year to November 15, 2025 — the sponsor is buying twelve more months for $60,000 total, and the per-share trust value effectively stops growing from deposits. Holders who redeem take their share of the $55,424,143 trust; holders who stay finance a deal that has already been restated once and now has another year to close.
With roughly 5.7 million of about 10.7 million Class A shares carrying no redemption right, only around half the share count still has a trust claim — the public float has already been redeemed down substantially. The document reports two different share counts and two different non-redeemable figures in separate passages, so any per-share trust calculation from this filing alone is unreliable and should be confirmed against the company's other disclosure.
The Liquidation Amendment is unusual and cuts both ways: it lets the board return the roughly $240.5 million trust early rather than burning a year searching, which protects holders from a bad deal, but it also means the timing of any distribution is at the board's discretion rather than fixed. Redemption at this meeting is available regardless of how a holder votes, and pays the full trust balance net of taxes divided by the Class A shares.
Filings
live EDGAR feedEverything this company has filed with the SEC recently, newest first, each with a plain summary of what changed and why it matters.
- What changed vs 2024-04-23trust $53.0M → $8.1M -85%deadline 2024-11-15 → 2025-11-15sponsor loan $4.0M → $450K
trust account, combination deadline, sponsor loans outstanding +23 moved · 2 with no prior record of ours
- Trust account
- $53.0M$8.1M
- Combination deadline
- 2024-11-152025-11-15
- Sponsor loans outstanding
- $4.0M$450K
- Going-concern doubt
- stated · unchanged
- Mandate language
- we intend to target assets or businesses of scale across the… · unchanged
SpacBrain reads this as $44,927,929 left the trust between the two filings.
The clause …“will be entitled to a Deferred Underwriting Commission of 3.5% or $8,050,000 of the gross proceeds of the Public Offering held in the Trust Account upon the completion of the Company’s initial business combination subject to”…
SpacBrain reads this as 365 days later than the previous record.
The clause …“any other material provisions relating to shareholders’ rights or pre-initial business combination activity; or (iii) absent the completion of the Business Combination by November 15, 2025, our return of the funds held in the Trust”…
SpacBrain reads this as $3,600,000 of sponsor debt has come off.
The clause …“with the IPO. In the second quarter and third quarter of 2023, the Company borrowed $450,000 and $900,000, respectively, from the Extension Convertible Promissory Note. On November 6, 2023, as required by the SPA, the Company entered”…
The clause …“may be reduced below $10.20 per share. Our financial condition raises substantial doubt about our ability to continue as a “going concern.” As of December 31, 2024, we had cash of $43,499 and a working capital deficit of”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Perception Capital Corp. IV, formerly RCF Acquisition Corp., called an extraordinary general meeting for March 6, 2025 to approve its business combination with Blue Gold Holdings Limited, a company formed under the laws of England and Wales, alongside a prospectus for Blue Gold Limited. The Original Business Combination Agreement was entered December 5, 2023 and replaced by a Second Amended and Restated Business Combination Agreement on June 12, 2024. Why it matters: Fourteen months and a full restatement of the business combination agreement between December 2023 and June 2024 is a deal that has been renegotiated rather than merely delayed, and RCFA holders bear the timing risk. The redemption mechanic is the protection: shares must be physically or electronically delivered to Continental ahead of the meeting, and holders who miss that step lose the trust claim and are carried into the combined company.
outside date1 moved
- Outside date
- 2025-11-152025-03-31
SpacBrain reads this as 229 days earlier than the previous record.
The clause …“Agreement (the “Second Amendment”) to, among other things, extend the Outside Date to March 31, 2025. In contemplation of the Business Combination, Blue Perception Capital LLP, a private limited liability partnership (“Blue”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
- What changed vs 2024-09-12trust $54.3M → $55.4M +2%deadline 2024-11-15 → 2025-11-15
trust account, combination deadline, going-concern doubt +22 moved · 3 with no prior record of ours
- Trust account
- $54.3M$55.4M
- Combination deadline
- 2024-11-152025-11-15
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $450K · unchanged
- Mandate language
- we intend to target assets or businesses of scale across the… · unchanged
SpacBrain reads this as $1,043,214 was added to the trust between the two filings.
The clause “2,581 Prepaid expenses 87,974 407,235 Total current assets 142,906 629,816 Cash held in Trust Account 55,374,143 52,977,929 Total Assets $ 55,517,049 $ 53,607,745 LIABILITIES, REDEEMABLE CLASS A ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT”…
SpacBrain reads this as 365 days later than the previous record.
The clause …“must consummate an initial business combination from November 15, 2024 to November 15, 2025 on a month to month basis provided that the Company make a payment into the Trust Account established in connection with the Company’s IPO”…
The clause …“except for the purpose of liquidating. Management has determined that substantial doubt exists about the Company’s ability to continue as a going concern due to the need to obtain additional capital from the Sponsor to address”…
The clause …“with the IPO. In the second quarter and third quarter of 2023, the Company borrowed $450,000 and $900,000, respectively, from the Extension Convertible Promissory Note. On November 6, 2023, as required by the SPA, the Company entered”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
Show the other 10 filings
outside date1 moved
- Outside date
- 2025-11-152025-01-31
SpacBrain reads this as 288 days earlier than the previous record.
The clause …“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”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
outside datenothing moved · 1 with no prior record of ours
- Outside date
- 2025-01-31 · unchanged
The clause …“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”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Perception Capital Corp. IV, formerly RCF Acquisition Corp., called an extraordinary general meeting for Wednesday, November 13, 2024 at 9:30 a.m. Eastern Time at Loeb & Loeb LLP, 345 Park Avenue, to extend the Outside Date to November 15, 2025, conditioned on the Company paying $5,000 into the Trust Account on the fifteenth of each month. The IPO closed November 15, 2021. Trust held $55,424,143 as of the record date, including interest not previously released for taxes but excluding the $50,000 extension payment due for the October 15 to November 15, 2024 period. Why it matters: The extension deposit is being cut from $50,000 a month to $5,000 a month while the runway extends a full year to November 15, 2025 — the sponsor is buying twelve more months for $60,000 total, and the per-share trust value effectively stops growing from deposits. Holders who redeem take their share of the $55,424,143 trust; holders who stay finance a deal that has already been restated once and now has another year to close.
What changed vs 2024-01-02going concern RESOLVEDgoing-concern doubt, combination deadline, outside date1 moved · 2 with no prior record of ours
- Going-concern doubt
- statednot stated
- Combination deadline
- not previously extracted2025-11-15
- Outside date
- 2025-11-15 · unchanged
SpacBrain reads this as the substantial-doubt sentence is in the previous filing and not in this one.
The clause “Public Shares. Under the Charter (if the Extension Proposal is approved), if a business combination is not completed by November 15, 2025 (or such earlier date as may be determined by the Board in its sole discretion), the Company is to”…
The clause …“combination”) on a month-to-month basis from November 15, 2024 (the “Current Outside Date”) to November 15, 2025 (the “Extended Outside Date”) or such earlier date as may be determined by the Board in its sole discretion provided that”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
outside date1 moved
- Outside date
- 2024-11-152025-11-15
SpacBrain reads this as 365 days later than the previous record.
The clause …“combination”) on a month-to-month basis from November 15, 2024 (the “Current Outside Date”) to November 15, 2025 (the “Extended Outside Date”) provided that the Company make a monthly payment into the trust account established in”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
- What changed vs 2024-05-23trust $53.6M → $54.3M +1%
trust account, combination deadline, going-concern doubt +21 moved · 4 with no prior record of ours
- Trust account
- $53.6M$54.3M
- Combination deadline
- 2024-11-15 · unchanged
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $450K · unchanged
- Mandate language
- we intend to target assets or businesses of scale across the… · unchanged
SpacBrain reads this as $680,937 was added to the trust between the two filings.
The clause …“Prepaid expenses 223,894 407,235 Total current assets 249,108 629,816 Cash held in Trust Account 54,330,929 52,977,929 Total Assets $ 54,580,037 $ 53,607,745 LIABILITIES, REDEEMABLE CLASS A ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT”…
The clause …“must complete a Business Combination. If the Company is unable to complete a Business Combination by November 15, 2024, then the Company will cease all operations except for the purpose of liquidating. Management has determined that”…
The clause …“except for the purpose of liquidating. Management has determined that substantial doubt exists about the Company’s ability to continue as a going concern due to the need to obtain additional capital from the Sponsor to address”…
The clause …“with the IPO. In the second quarter and third quarter of 2023, the Company borrowed $450,000 and $900,000, respectively, from the Extension Convertible Promissory Note. On November 6, 2023, as required by the SPA, the Company entered”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
The sponsor
The people who set this company up, what they have done before, and the advisers around the deal.
RCF VII Sponsor LLCnamed as sponsor in this SPAC’s filings — but with no researched track record behind it yet.
A missing score, not a score of zero — why
A Sponsor Score is only published once the sponsor’s prior vehicles have been verified on EDGAR and their post-close outcomes priced. That record does not exist for this sponsor yet, so no number and no tier is shown. That is a missing score, not a score of zero — and not a neutral 50 either.
Coverage so far: 301 of 1284 tracked SPACs (23%) are attached to a scored sponsor. This card fills in by itself as the research lands.
The record
The reference detail — how the shares were structured at listing, how thinly they trade, and where the company is registered.
Show the reference detail
Unit structure
from 424B4 0001213900-21-058709
Trading & liquidity
Company profile
Directors & officers
- McClements James TDirector
- Sunny Shah SChief Executive Officer
- Dryland HugoDirector
- Boehlert ThomasChief Financial Officer
- Baker Timothy C.Director
- Malchuk DanielDirector
Institutional holders
from SC 13G/13DFunds that have declared a stake above 5%. Heavy ownership by arbitrage funds usually means heavy cash-outs at the next vote.
Show the declared stakes
6 filers with a stake on file · 0 re-affirmed in the last 12 months. A stake with no amendment since is the filer’s last word on it, not proof it is still held — and percentages filed in different years are percentages of different floats, because this vehicle’s share count collapses at every redemption.
- RCF VII Sponsor LLCwith 3 other reporting persons on the same schedule18.6% · SC 13GFeb 14, 2022 stale
- MIZUHO FINANCIAL GROUP INC7.9% · SC 13GNov 14, 2024 stale
- CALAMOS INVESTMENT TRUST/IL0.0% · SC 13GFeb 14, 2024 stale
- Saba Capital Management, L.P.with 1 other reporting person on the same schedule0.0% · SC 13G/AFeb 8, 2024 stale
- ADAGE CAPITAL PARTNERS GP, L.L.C.with 2 other reporting persons on the same schedule0.0% · SC 13G/AFeb 7, 2024 stale
- MILLENNIUM MANAGEMENT LLCwith 1 other reporting person on the same schedule0.0% · SC 13G/AFeb 7, 2024 stale
One line per filer, not per reporting person: a joint schedule names the management company, its funds and often the individual who controls them, and all of them report the same shares. Click a name for that filer’s whole footprint across every SPAC it has declared a stake in.
Sources on file
harvested pages, kept in fullEvery public page we have read about this company, stored in full so a source can never go missing.
Show the sources
38 full SEC filing texts archived — searchable, never lost.
- Vault note — RCFA (RCF Acquisition Corp.)
vault-note · /vault/tickers/RCFA
- Vault deal note — Blue Gold Holdings Limited (RCFA)
vault-note · /vault/deals/blue-gold-holdings-limited
In plain English
tap a term to open itEvery piece of jargon this page could have used, and what it actually means.
Open the plain-English guide
No floor / floorlessthe cash guarantee is gone — the price is unprotected
A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Broker action datethe day your broker needs the instruction — earlier than the official date
Brokers batch redemption instructions to the transfer agent, so the practical cutoff is roughly two business days before the published deadline. This is the date that actually costs people the floor.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Trust discountbuying below the cash held for you
Only meaningful while a redemption right exists. On a floorless name the same arithmetic is not a discount, it is the market pricing distress, and this product will not call it a yield.
Dilutionhow much of the company new shares take from you
Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.
Pro-forma equitywhat the company is valued at once the deal closes
The combined company's equity value assuming the announced terms and the redemptions that have actually happened.
ARShow much upside you get per unit of downside
SpacBrain's asymmetric-return score. It is deterministic — the same inputs always produce the same number — and it is capped, not zeroed, when the floor is gone.
De-SPACthe day the SPAC becomes the real company
The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.
Outside datethe contractual long-stop for closing the deal
A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.
Accreted NAV (estimate)the last filed cash figure, plus the interest it should have earned since
A model, not a filing: last filed value compounded at the 3-month T-bill for the days elapsed. Always shown in italic with the word estimate, and never printed beside a filed number without it.
Ask the brain
from its filingsData provenance & audit trail5 internal entries
Written by SpacBrain’s data agents whenever a figure is captured, corrected or flagged, and kept verbatim so every number on this page can be traced back to the filing that states it. This is a running log, not the current record: an early entry may be superseded by a later correction — the panels above always hold the current values.
admitted from EDGAR's QUARTERLY FORM INDEX, walked without any SIC filter. The SIC 6770 census could not reach this registrant: EDGAR reassigns a shell's SIC the day it stops being one, and this CIK now files under 1040 (Gold and Silver Ores). The screen found it by filing SHAPE instead — S-1 2021-10-25 → 8-A12B 2021-11-08 → 424B4 2021-11-12 — which nothing rewrites. Admission rule: src/lib/universe-admit.ts. SIC 1040 + self-described blank check in 424B4 0001213900-21-058709; 424B 0001213900-21-058709 priced 2021-11-12 under S-1 0001213900-21-054275 (file 333-260462, an offering for cash); common ticker RCFA off 10-Q 0001213900-23-083553 (2023-11-03); lifecycle EXITED. The pricing prospectus was filed under SEC file number 333-260462, which belongs to S-1 0001213900-21-054275 (2021-10-25) — a registration of shares sold for CASH, which is what makes it an IPO rather than merger consideration. Blank-check status from the registrant's own first-person sentence in that prospectus (EDGAR full-text search, 424B4 2021-11-12). Ending PROVEN, not inferred: CLOSED per 8-K 0001213900-24-098507 (2024-11-14) — ond 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. EDGAR now files this CIK as "Perception Capital Corp. IV" — the SPAC's own name is kept here and the successor is the target. ipoSizeM and deadline left NULL: gross-proceeds prose conflates the over-allotment with the offering, and a charter deadline belonging to a vehicle that has ended is a date nobody can act on. ipoDate is the 424B pricing date.
sponsor "RCF VII Sponsor LLC" (SEC CIK 0001893053) sourced from Form 3 reportingOwner (10% owner) acc 0001213900-21-057906.
AI-extracted target (z-ai/glm-5.2, conf 0.95)
target recovered for a completed de-SPAC
entity created from the filed target name; no About paragraph on file, so every other field awaits a sourced read