Rigel Resource (RRAC) Enters $1M Interest-Free Promissory Note (8-K)

Rhea-AI Filing Summary

Rigel Resource Acquisition Corp reported that on August 4, 2025 it entered into a promissory note (the "August 2025 Working Capital Loan") with its sponsor, Rigel Resource Acquisition Holding LLC. Under the agreement the sponsor agreed to loan the company up to $1,000,000 to be used for working capital purposes.

The loan will not bear interest and is repayable by the company upon the earlier of the date by which the company must complete an initial business combination pursuant to its amended and restated memorandum and articles of association and the consummation of the company’s initial business combination. The promissory note is filed as Exhibit 10.1 to the report.

Positive

• Sponsor committed up to $1,000,000 to the company expressly for working capital purposes
• Loan carries no interest, reducing financing cost while funds are outstanding
• Agreement is filed as Exhibit 10.1, providing access to the full contractual terms

Negative

• The loan is repayable upon the earlier of the company’s deadline to complete an initial business combination and the consummation of that combination
• Amount limited to $1,000,000, which is a finite, temporary source of funding

Insights

Financial Analyst

TL;DR: RRAC secured an interest-free sponsor loan of up to $1,000,000 to cover working capital through its SPAC combination timeline.

The filing discloses a promissory note dated August 4, 2025 under which the sponsor will provide up to $1,000,000 for working capital. The loan is explicitly interest-free and is repayable upon the earlier of the company’s contractual deadline to complete an initial business combination and the consummation of that combination. For investors, this is a clear, documented source of near-term working capital support from the sponsor; the detailed contractual terms are in Exhibit 10.1.

Corporate Governance Expert

TL;DR: Sponsor support is formalized via an interest-free promissory note; repayment is tied to the SPAC combination timeline.

The 8-K formally records a material definitive agreement between the registrant and its sponsor: a working capital loan up to $1,000,000, interest-free, with repayment linked to the timing of the initial business combination as defined in the company’s amended and restated organizational documents. The agreement is presented as Exhibit 10.1, enabling stakeholders to review the precise covenants and repayment mechanics.

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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): August 4, 2025

Rigel Resource Acquisition Corp

(Exact Name of Registrant as Specified in Charter)

Cayman Islands		001-41022		98-1594226
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

7 Bryant Park 1045 Avenue of the Americas, Floor 25 New York, NY		10018
(Address of Principal Executive Offices)		(Zip Code)

(646) 453-2672

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

☐ 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))

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).

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class:		Trading Symbol(s)		Name of Each Exchange on Which Registered:
None		None		None

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 1.01. Entry into a Material Definitive Agreement.

Promissory Note

On August 4, 2025, Rigel Resource Acquisition Corp, a Cayman Islands exempted company (the “Company”), entered into a Promissory Note (the “August 2025 Working Capital Loan”) with Rigel Resource Acquisition Holding LLC, a Cayman Islands limited liability company (the “Sponsor”). Pursuant to the August 2025 Working Capital Loan, the Sponsor has agreed to loan to the Company up to $1,000,000 to be used for working capital purposes. The loan will not bear any interest, and will be repayable by the Company to the Sponsor upon the earlier of the date by which the Company must complete an initial business combination pursuant to its amended and restated memorandum and articles of association (as amended from time to time) and the consummation of the Company’s initial business combination.

The foregoing description of the August 2025 Working Capital Loan does not purport to be complete and is qualified in its entirety by the terms and conditions of the August 2025 Working Capital Loan, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

*******

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Item 9.01. Financial Statement and Exhibits.

(d) Exhibits.

EXHIBIT INDEX

Exhibit No.		Description of Exhibits
10.1		Promissory Note, dated as of August 4, 2025, by and between Rigel Resource Acquisition Corp and Rigel Resource Acquisition Holding LLC.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	RIGEL RESOURCE ACQUISITION CORP
Date: August 8, 2025	By:	/s/ Jonathan Lamb
	Name:	Jonathan Lamb
	Title:	Chief Executive Officer

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FAQ

What did RRAC report in the August 4, 2025 8-K?

The company entered into a promissory note with its sponsor on August 4, 2025 for up to $1,000,000 to be used for working capital.

Who is lending the funds to RRAC under the promissory note?

The lender is Rigel Resource Acquisition Holding LLC, identified as the company’s sponsor.

Does the loan accrue interest?

No. The filing states the loan "will not bear any interest."

When must RRAC repay the sponsor loan?

Repayment is due upon the earlier of the date by which the company must complete an initial business combination under its amended and restated memorandum and articles of association and the consummation of the company’s initial business combination.

Where can I find the full terms of the promissory note?

The promissory note is filed as Exhibit 10.1 to the 8-K and is incorporated by reference in the report.