M&A - Perception Capital Corp. IV

Form Type: 10-K

Filing Date: 2025-03-28

Corporate Action: Merger

Type: New

Accession Number: 000101376225003565

Filing Summary: Perception Capital Corp. IV, a blank check company, is primarily focused on effecting a merger or similar business combination with one or more businesses. The company facilitated several extensions of the deadline for completing its initial business combination, now extended to November 15, 2025, with specific payments mandated for the extensions. Significant shareholder approvals were documented throughout the year, including an amendment to extend the initial business combination deadline and changes in the company name from RCF Acquisition Co. to Perception Capital Corp. IV. The company has conducted multiple extraordinary general meetings, with notable share redemptions and an important business combination agreement signed on December 5, 2023, with Blue Gold Limited and Blue Gold Holdings Limited. The agreement outlines a share exchange involving the acquisition of BGHL by PubCo and the subsequent merger of Perception into a wholly owned subsidiary of PubCo, presenting implications for the company’s operational structure and shareholder securities. The document elaborates on the risks associated with being a blank check company with no active operations and highlights ongoing challenges in finalizing business combinations due to market uncertainties, including impacts from the COVID-19 pandemic.

Form Type: 8-K

Filing Date: 2025-03-11

Corporate Action: Merger

Type: New

Accession Number: 000121390025022754

Filing Summary: On March 6, 2025, Perception Capital Corp. IV held a Special Meeting of Shareholders to vote on several proposals, including a Business Combination Proposal and a Merger Proposal. The Business Combination Proposal involved the approval of the Second Amended and Restated Business Combination Agreement with Blue Gold Limited and its subsidiary. The proposal was approved with 100% of the ordinary shares present voting in favor. The Merger Proposal, which sought approval to enter into a merger agreement with Blue Gold Limited under the Cayman Islands Companies Act, was also approved with unanimous support from the shareholders. Additionally, shareholders had the option to redeem their Public Shares, with 307,742 of the 332,928 Public Shares being redeemed. The document affirms Perception's status as an emerging growth company.

Form Type: DEFM14A

Filing Date: 2025-02-13

Corporate Action: Merger

Type: New

Accession Number: 000121390025013484

Filing Summary: On February 12, 2025, Perception Capital Corp. IV filed a definitive proxy statement regarding a proposed business combination with Blue Gold Limited and Blue Gold Holdings Limited. The transaction involves Perception merging with Blue Gold Limited, which will be the surviving entity. The agreements have undergone multiple amendments, with the last occurred on January 8, 2025. Shareholders are invited to vote on the Business Combination at a meeting scheduled for March 6, 2025. The board recommends voting in favor, emphasizing their interests and potential conflicts with those of shareholders. Redemption rights have been outlined for shareholders wishing to withdraw their shares for cash in connection with the business combination. The document also addresses regulatory considerations, including SEC classifications for Blue Gold Limited as an 'emerging growth company' and 'foreign private issuer.' In summary, the proxy statement provides detailed insights into the business combination proposal, governance aspects, and voting mechanisms relevant to shareholders of Perception Capital Corp. IV.