M&A - Rigel Resource Acquisition Corp.

Form Type: 10-Q

Filing Date: 2025-05-15

Corporate Action: Merger

Type: New

Accession Number: 000182912625003709

Filing Summary: Rigel Resource Acquisition Corp, incorporated in the Cayman Islands, filed its quarterly report for the period ended March 31, 2025. The report highlights that as of May 15, 2025, the company had 2,640,370 Class A ordinary shares and 7,500,000 Class B ordinary shares outstanding. The financial statements indicate robust cash flow from investments held in the Trust Account amounting to over $84 million, a slight increase from the previous quarter. The company incurred total expenses of $1,497,265 for the quarter, leading to a net income of $8,879,162, a notable recovery from a net loss in the same period last year. The report discusses the ongoing efforts to complete a Business Combination, which involves a merger with the subsidiary Aurous Resources and its acquisitions of two South African companies, aiming to finalize the agreement initiated on March 11, 2024. The document also establishes its position as an emerging growth company and outlines risks associated with its current state. The entire report emphasizes financial health, ongoing strategic mergers, and overall positive movement in operational metrics despite prior losses in the preceding financial year.

Form Type: 10-K

Filing Date: 2025-03-24

Corporate Action: Acquisition

Type: New

Accession Number: 000182912625001989

Filing Summary: Rigel Resource Acquisition Corp. is a blank check company incorporated to effect a merger or similar business combination primarily in the global mining sector. The firm, led by experienced executives with a strong track record in investment and operations across the metals and mining sector, targets ‘green’ and battery metals mining opportunities. The company completed its Initial Public Offering (IPO) in November 2021, generating gross proceeds of $300 million. Substantial proceeds are held in a trust account, aimed at funding the acquisition of a business valued at a minimum of 80% of the net assets in the account. Rigel Resource Acquisition also allows public shareholders to redeem their shares either through meetings or tender offers, with specified redemption prices. Risks include reliance on finding a suitable target and uncertainty surrounding business combinations, including impacts from external events. Future strategies and operational plans are included under management's discussion and analysis, with ongoing updates regarding a proposed business combination with Blyvoor Gold Resources anticipated shortly. This document also touches upon the lack of operating revenues until a successful acquisition is made, and that should one failure occur, it might lead to liquidation of assets by the stipulated deadline in May 2025.

Form Type: 8-K

Filing Date: 2025-02-28

Corporate Action: Merger

Type: New

Accession Number: 000182912625001334

Filing Summary: On February 28, 2025, Rigel Resource Acquisition Corp shareholders held an extraordinary general meeting to approve multiple proposals concerning a Business Combination with Blyvoor Gold Resources and others. Key resolutions included authorizing the Business Combination Agreement dated March 11, 2024, approving the Plan of Merger, and adopting the 2024 Equity Incentive Plan. The Business Combination Proposal and the Merger Proposal were approved by a majority vote and two-thirds majority respectively, while the Adjournment Proposal was deemed unnecessary. Additionally, shareholders redeemed 6,369,522 Class A Ordinary Shares in connection with the upcoming merger, which is subject to various closing conditions including regulatory approvals and meeting listing standards on NASDAQ. The document also includes forward-looking statements and warnings regarding potential risks and uncertainties related to the Business Combination.

Form Type: 8-K

Filing Date: 2025-02-25

Corporate Action: Merger

Type: Update

Accession Number: 000182912625001196

Filing Summary: Rigel Resource Acquisition Corp announced its extraordinary general meeting to be held on February 28, 2025, to vote on the proposed Business Combination Agreement with Blyvoor Gold Resources and affiliated entities. The Business Combination includes a cash and share consideration structure for Rigel's Class A ordinary shares, where shares not tendered for redemption will receive cash and shares of Aurous Resources. Additionally, the Company entered into non-binding term sheets for financing arrangements related to the merger, including a subordinated convertible note and a prepaid share forward transaction. The completion of the Business Combination is conditional on shareholder approval, regulatory approvals, and other closing conditions. Risks are noted regarding the negotiation of definitive agreements and potential failure to meet financial conditions. Investors are advised to review the filed Proxy Statement for further details.

Form Type: DEFA14A

Filing Date: 2025-02-25

Corporate Action: Merger

Type: New

Accession Number: 000182912625001204

Filing Summary: Rigel Resource Acquisition Corp is preparing for an extraordinary general meeting scheduled for February 28, 2025, to vote on a Business Combination Agreement with two South African companies, Aurous Gold Resources and Blyvoor Gold Operations. Shareholders are expected to consider this agreement which will involve the cancellation of Rigel's Class A ordinary shares in exchange for a cash amount and shares of Aurous Resources. The Business Combination includes a $10.526 million subordinated convertible note and a prepaid share forward transaction. Completion is subject to shareholder approval and various regulatory approvals. The document also stresses that assurance cannot be provided about the successful negotiation of the Transactions outlined in the Non-Binding Term Sheets, and failing to complete these may leave the Company financially constrained.

Form Type: 8-K

Filing Date: 2025-02-10

Corporate Action: Merger

Type: Update

Accession Number: 000182912625000819

Filing Summary: On February 10, 2025, Rigel Resource Acquisition Corp postponed its extraordinary general meeting from February 13, 2025, to February 28, 2025. The record date, location, and purpose of the Meeting remain unchanged. The deadline for delivery of redemption requests from the company’s shareholders was extended to February 26, 2025. Shareholders will vote on several proposals, including approval of a Business Combination Agreement dated March 11, 2024, involving the Company and Target Companies, including Aurous Gold and Gauta Tailings. The proposals also include approval of a Plan of Merger and a 2024 Equity Incentive Plan. Additionally, shareholders may vote to adjourn the Meeting for various reasons, including soliciting additional proxies. This merger aims to combine with the Target Companies and was detailed in the definitive proxy statement filed on January 15, 2025.

Form Type: DEFA14A

Filing Date: 2025-02-10

Corporate Action: Merger

Type: Update

Accession Number: 000182912625000820

Filing Summary: On February 10, 2025, Rigel Resource Acquisition Corp. postponed its extraordinary general meeting, which was originally scheduled for February 13, 2025. The meeting will now take place on February 28, 2025. The postponement does not affect the location, record date, or the proposals to be acted upon. Additionally, the deadline for shareholders to submit redemption requests has been extended from February 11 to February 26, 2025. Shareholders will vote on key proposals including the approval of a Business Combination Agreement with Aurous Gold and related entities, a Plan of Merger, the 2024 Equity Incentive Plan, and potentially adjourning the meeting for further solicitation of proxies.

Form Type: 8-K

Filing Date: 2025-01-30

Corporate Action: Merger

Type: Update

Accession Number: 000182912625000556

Filing Summary: On January 30, 2025, Rigel Resource Acquisition Corp postponed its extraordinary general meeting originally scheduled for February 4, 2025, to February 13, 2025. The deadline for redemption requests has been extended to February 11, 2025. Shareholders will vote on a Business Combination Agreement dated March 11, 2024, with Blyvoor Gold Resources and other related entities, along with the approval of a Plan of Merger and the 2024 Equity Incentive Plan. The meeting’s postponement ensures that additional proxy materials can be provided to shareholders if necessary.

Form Type: DEFA14A

Filing Date: 2025-01-30

Corporate Action: Merger

Type: Update

Accession Number: 000182912625000557

Filing Summary: On January 30, 2025, Rigel Resource Acquisition Corp announced the postponement of its extraordinary general meeting originally set for February 4, 2025. The meeting has been rescheduled to February 13, 2025, at the same time and location. Consequently, the deadline for shareholders to submit redemption requests has been extended to February 11, 2025, at 5 PM New York City time. The meeting will involve voting on several proposals related to a business combination agreement with Blyvoor Gold Resources and other associated companies, including approving the entry into the Business Combination Agreement, a Plan of Merger, and the 2024 Equity Incentive Plan. The document emphasizes the importance of reviewing related materials filed with the SEC for comprehensive details about the business combination and risk factors.

Form Type: DEFM14A

Filing Date: 2025-01-15

Corporate Action: Merger

Type: New

Accession Number: 000182912625000192

Filing Summary: Rigel Resource Acquisition Corp ("Rigel") is proposing a Business Combination Agreement with Aurous Resources and other South African entities, which was signed on March 11, 2024. The merger involves Rigel merging with Merger Sub, after which Rigel's corporate existence will cease and Aurous Resources will acquire the equity interests of the Target Companies. Shareholders are presented with opportunities to vote on the Business Combination, with significant implications for share redemption, including a cash redemption option available to public shareholders. It also details conditions for the transaction, including financial obligations and cash thresholds that must be met prior to closing. Moreover, the document outlines the terms of conversion for existing shares and warrants, along with the specific voting and redemption rights available to shareholders.

Form Type: 8-K

Filing Date: 2024-12-27

Corporate Action: Acquisition

Type: Update

Accession Number: 000182912624008590

Filing Summary: On December 20, 2024, Rigel Resource Acquisition Corp and its parties, including Blyvoor Gold Resources and Aurous Resources, entered into an Amended and Restated Omnibus Amendment to their Business Combination Agreement (BCA). The amendment changes the termination date of the BCA from December 31, 2024, to January 31, 2025, clarifies transaction expenses related to the acquisition, and updates milestone definitions. Additionally, on December 23, 2024, Rigel entered into a Promissory Note with Sponsor Holdco for a loan of up to $1.75 million intended for working capital. The loan is interest-free and repayable upon the closing of Rigel’s initial business combination. This update emphasizes Rigel's ongoing acquisition efforts and the adjustments made to facilitate the completion of the business combination with the Target Companies.