PERCEPTION CAPITAL CORP IV. FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2024
PERCEPTION CAPITAL CORP IV. FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2024
Perception Capital Corp IV. (the “Company”) filed its Form 10-Q for the quarter ended June 30, 2024. The Company reported a net loss of $1.4 million for the three months ended June 30, 2024, compared to a net loss of $1.1 million for the same period in 2023. As of June 30, 2024, the Company had cash and cash equivalents of $1.3 million, compared to $2.1 million as of December 31, 2023. The Company’s total assets were $1.4 million as of June 30, 2024, and its total liabilities were $1.1 million. The Company’s Class A ordinary shares were listed on the New York Stock Exchange under the ticker symbol RCFA.U, and its warrants were listed under the ticker symbol RCFA WS.
Summary and Analysis of Key Points
Overview:
- RCF Acquisition Co. is a blank check company incorporated in the Cayman Islands with the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.
- The company completed its initial public offering (IPO) in November 2021, raising $230 million in gross proceeds.
- The company has not yet entered into a definitive agreement for an initial business combination.
- The company faces risks related to dilution, debt financing, and its ability to complete a business combination by the extended deadline of November 15, 2024.
Results of Operations:
- For the three and six months ended June 30, 2024, the company had net losses of $104,269 and $197,252 respectively, primarily due to general and administrative expenses.
- The company has not generated any operating revenue since its inception, and its only income has been interest earned on the funds held in its trust account.
- The company’s expenses have increased due to being a public company, as well as costs related to evaluating potential business combination targets.
Liquidity and Capital Resources:
- As of June 30, 2024, the company had $25,214 in cash available and a working capital deficit of $1,719,271.
- The company’s trust account held $54,330,929 as of June 30, 2024, which can only be used for the initial business combination or redemption of public shares.
- The company has extended its deadline to complete a business combination to November 15, 2024, and has made required deposits into the trust account to facilitate the extension.
- The company may need to obtain additional financing from its sponsor or other sources to fund its operations until a business combination is completed.
- The company has substantial doubt about its ability to continue as a going concern if it is unable to complete a business combination by the November 15, 2024 deadline.
Related Party Transactions:
- The company’s sponsor purchased 5,750,000 founder shares for $25,000 at inception.
- The company entered into various promissory note agreements with its sponsor, which have since been terminated and the outstanding balances forgiven.
- The company had an administrative services agreement with an affiliate of its sponsor, which has also been terminated.
Commitments and Contractual Obligations:
- The company has no long-term debt, finance lease obligations, or operating lease obligations as of June 30, 2024.
- The company has a deferred underwriting commission of $8,050,000 payable to the underwriters of its IPO, which will become due upon completion of the initial business combination.
In summary, RCF Acquisition Co. is a blank check company that has not yet completed a business combination. It faces significant challenges in terms of liquidity and the ability to complete a deal by its extended deadline. The company has relied heavily on its sponsor for financing and has had to make several amendments to its charter to extend the deadline and facilitate redemptions by public shareholders. Successful completion of an initial business combination remains uncertain.