Rigel Resource (RRACF) secures $5.5M no-interest sponsor loan for working capital

Rhea-AI Filing Summary

Rigel Resource Acquisition Corp entered into a new related-party financing arrangement to fund its operations while it searches for a merger target. On September 26, 2025, the company signed a Promissory Note with its sponsor, Rigel Resource Acquisition Holding LLC, under which the sponsor agreed to provide up to $5,500,000 as a working capital loan.

The loan bears no interest and must be repaid on the earlier of the deadline by which Rigel must complete its initial business combination under its governing documents or the actual closing of that business combination. This structure provides additional cash for ongoing expenses without immediate cost, while tying repayment to the success or timing of a future deal.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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): September 26, 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 September 26, 2025, Rigel Resource Acquisition Corp, a Cayman Islands exempted company (the “Company”) entered into a Promissory Note (the “September 2025 Working Capital Loan”) with Rigel Resource Acquisition Holding LLC, a Cayman Islands limited liability company (the “Sponsor”). Pursuant to the September 2025 Working Capital Loan, the Sponsor has agreed to loan to the Company up to $5,500,000 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 September 2025 Working Capital Loan does not purport to be complete and is qualified in its entirety by the terms and conditions of the September 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 September 26, 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: September 29, 2025	By:	/s/ Jonathan Lamb
	Name:	Jonathan Lamb
	Title:	Chief Executive Officer

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FAQ

What financing did Rigel Resource Acquisition Corp (RRACF) arrange on September 26, 2025?

Rigel Resource Acquisition Corp entered into a Promissory Note with its sponsor, Rigel Resource Acquisition Holding LLC, for up to $5,500,000 in working capital.

What are the key terms of Rigel Resource Acquisition Corp’s new working capital loan?

The working capital loan is for up to $5,500,000, bears no interest, and is repayable on the earlier of the company’s business combination deadline or the closing of its initial business combination.

Who is providing the working capital loan to Rigel Resource Acquisition Corp (RRACF)?

The lender is Rigel Resource Acquisition Holding LLC, the company’s sponsor and a Cayman Islands limited liability company.

What will Rigel Resource Acquisition Corp use the $5,500,000 working capital loan for?

The company plans to use the up to $5,500,000 working capital loan for working capital purposes, supporting ongoing corporate and deal-related expenses.

When must Rigel Resource Acquisition Corp repay the new promissory note?

Repayment is due on 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 its initial business combination.

Is there an exhibit associated with the September 2025 working capital loan for Rigel Resource Acquisition Corp?

Yes. The full Promissory Note, dated September 26, 2025, between Rigel Resource Acquisition Corp and Rigel Resource Acquisition Holding LLC, is filed as Exhibit 10.1.