425 1 ea0202413-8k425_rcfacq.htm CURRENT REPORT

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.

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

SEC Form 425 filed by RCF Acquisition Corp.