false
--12-31
0001860879
0001860879
2025-08-08
2025-08-08
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 8, 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. |
On
August 13, 2025, Rigel Resource Acquisition Corp (the “Company”) entered into a Promissory Note (the “Extension Loan”)
with its sponsor, Rigel Resource Acquisition Holding LLC (the “Sponsor”) and Orion Mine Finance GP III LP (“Orion”).
Pursuant
to the Extension Loan, the Sponsor and Orion have agreed that they will contribute to the Company as a loan (each loan being referred
to herein as a “Contribution”) in an amount equal to the lesser of (x) $55,000 and (y) $0.02 for each Public Share (as defined
below) that was not redeemed in connection with the Special Meeting (as defined below), for each month (or a pro rata portion thereof
if less than a month) until the earlier of (i) the date of the closing of the Business Combination and (ii) November 9, 2025. The Contributions
will be deposited into the Company’s Trust Account. The Extension Loan will not bear any interest and will be repayable by the
Company upon the earlier of the date by which the Company must complete an initial Business Combination and the consummation of the Company’s
initial Business Combination. The maturity date of the Extension Loan may be accelerated upon the occurrence of an Event of Default (as
defined therein). Any outstanding principal under the Extension Loan may be prepaid at any time by the Company, at its election and without
penalty.
The
foregoing description of the Extension Loan does not purport to be complete and is qualified in its entirety by the terms and conditions
of the Extension Loan, a copy of which is attached hereto as Exhibits 10.1 and incorporated herein by reference.
|
Item
2.03 |
Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The
information disclosed under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03 to the extent
required herein.
|
Item
5.03 |
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The
information disclosed in Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03 to the extent
required herein.
|
Item
5.07 |
Submission
of Matters to a Vote of Security Holders. |
On
August 8, 2025, the Company held a special meeting (the “Special Meeting”) at which holders of 11,017,557 of the Company’s
ordinary shares, comprised of 3,565,057 Class A Ordinary Shares and 7,452,500 Class B ordinary shares, par value $0.0001 per share (“Class
B Ordinary Shares”), were present in person or by proxy, representing approximately 75.3% of the voting power of the 14,629,558
then-issued and outstanding ordinary shares of the Company, comprised of 7,129,558 Class A Ordinary Shares and 7,500,000 Class B Ordinary
Shares, entitled to vote at the Special Meeting at the close of business on January 10, 2025, which was the record date (the “Record
Date”) for the Special Meeting. Shareholders of record as of the Record Date are referred to herein as “Shareholders”.
In connection with the Extension Amendment (as defined below), the holders of 1,114,441 Class A Ordinary Shares properly exercised their
right to redeem their shares for cash at a redemption price of approximately $12.07 per share, for an aggregate redemption amount of
approximately $13,449,620, leaving approximately $18,415,659 in the Company’s trust account. A summary of the voting results at
the Special Meeting for each of the proposals is set forth below.
Proposal
1
The
Shareholders approved the proposal to amend the Company’s Amended and Restated Memorandum and Articles of Association (the “Charter”)
to extend the date by which the Company must either (1) consummate a merger, share exchange, asset
acquisition, share purchase, reorganization or similar business combination involving the Company with one or more businesses or entities
(a “Business Combination”) or (2) (i) cease its operations, except for the purpose of winding up if it fails to complete
an initial Business Combination, and (ii) redeem all of the Class A ordinary shares, par value $0.0001 per share, of the Company, included
as part of the units sold in the Company’s initial public offering, which was consummated on November 9, 2021, from August 9, 2025
to November 9, 2025, or such earlier date as determined by the Company’s board of directors (the “Extension,”
and such proposal, the “Extension Proposal”). The voting results for the Extension Proposal were as follows:
| Votes
For |
|
Votes
Against |
|
Votes
Abstaining |
| 10,851,571 |
|
165,986 |
|
0 |
Proposal
2
The
proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in
the event that there were insufficient votes for, or otherwise in connection with, the approval of the Extension Proposal was not presented
at the Special Meeting since the Extension Proposal each received a sufficient number of votes for approval.
Cautionary
Note Regarding Forward-Looking Statements
This
Current Report on Form 8-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are statements that are not historical
facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking
statements. These forward-looking statements and factors that may cause such differences include, without limitation, uncertainties relating
to our ability to complete an initial Business Combination and other risks and uncertainties indicated from time to time in our filings
with the U.S. Securities and Exchange Commission (the “SEC”), including under the caption “Risk Factors” in the
reports we file with the SEC. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions
to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or
any change in events, conditions or circumstances on which any statement is based.
| Item 9.01 |
Financial Statements and Exhibits. |
|
(d) |
Exhibits. The following exhibits are filed with this Form 8-K: |
| Exhibit No. |
|
Description of Exhibits |
| 3.1 |
|
Amendment to Amended and Restated Memorandum and Articles of Association of the Company. |
| 10.1 |
|
Promissory Note, dated as of August 13, 2025, by and between Rigel Resource Acquisition Corp, Rigel Resource Acquisition Holding LLC and Orion Mine Finance GP III LP. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
|
+ |
Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. |
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.
| |
RIGEL RESOURCE ACQUISITION CORP |
| |
|
|
| Date: August 13, 2025 |
By: |
/s/ Jonathan Lamb |
| |
Name: |
Jonathan Lamb |
| |
Title: |
Chief Executive Officer |
