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Rigel Resource Acquisition (RRACF) plans dissolution, redeems Duke-linked Class A at $12.15

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Rigel Resource Acquisition Corp. disclosed that several large holders linked to Duke University had all of their Class A ordinary shares redeemed as the company moves toward winding down. On November 21, 2025, the issuer redeemed these Class A shares at a price of $12.151716 per share in connection with its stated intention to dissolve and liquidate.

The redeemed shares were indirectly held through various Duke-affiliated entities, including The Duke Endowment, Employees' Retirement Plan of Duke University, Gothic Corporation, and Gothic HSP Corporation. DUMAC, Inc., which manages investments for these entities, had delegated voting and investment power and was therefore deemed a beneficial owner, but now reports zero Class A shares beneficially owned after the transactions.

Positive

  • None.

Negative

  • None.

Insights

Rigel’s planned dissolution triggers full redemption of Duke-affiliated Class A shares.

This Form 4 shows that Class A ordinary shares of Rigel Resource Acquisition Corp. held through multiple Duke-affiliated vehicles were fully redeemed on November 21, 2025. The footnotes state that the redemption at $12.151716 per share occurred "in connection with the Issuer's intention to dissolve and liquidate," signaling that the SPAC is not proceeding with a business combination.

The reporting structure is complex, involving The Duke Endowment, the Employees' Retirement Plan of Duke University, Gothic Corporation, and Gothic HSP Corporation, with DUMAC, Inc. holding delegated voting and investment power. After the redemption, DUMAC reports no remaining beneficial ownership of the Class A shares and each reporting person disclaims beneficial ownership beyond its pecuniary interest. The key implication is that public shareholders receive cash back near trust value rather than ongoing equity in a combined operating company.

SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
DUMAC, INC.

(Last) (First) (Middle)
280 S MANGUM STREET
SUITE 210

(Street)
DURHAM NC 27701

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Rigel Resource Acquisition Corp. [ RRAC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/21/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Ordinary Shares 11/21/2025 S(1) 192,000 D $12.1517(1) 0 I See Footnotes(2)(3)(7)
Class A Ordinary Shares 11/21/2025 S(1) 109,000 D $12.1517(1) 0 I See Footnotes(3)(4)(7)
Class A Ordinary Shares 11/21/2025 S(1) 548,000 D $12.1517(1) 0 I See Footnotes(3)(5)(7)
Class A Ordinary Shares 11/21/2025 S(1) 151,000 D $12.1517(1) 0 I See Footnotes(3)(6)(7)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
DUMAC, INC.

(Last) (First) (Middle)
280 S MANGUM STREET
SUITE 210

(Street)
DURHAM NC 27701

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Duke University

(Last) (First) (Middle)
C/O DUMAC, INC.
280 S MANGUM ST., SUITE 210

(Street)
DURHAM NC 27701

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. These Class A Ordinary Shares of Rigel Resource Acquisition Corp (the "Issuer") reported as disposed were redeemed by the Issuer as of November 21, 2025, for a redemption price of $12.151716 per Class A Ordinary Share, in connection with the Issuer's intention to dissolve and liquidate.
2. The Duke Endowment, a charitable trust, indirectly held these Class A Ordinary Shares of the Issuer through G JBD LLC, a single member limited liability company wholly owned by The Duke Endowment. DUMAC, Inc. ("DUMAC") has been delegated voting and investment power over such Class A Ordinary Shares of the Issuer through an investment management agreement between DUMAC and The Duke Endowment and therefore DUMAC may have been deemed the beneficial owner of such Class A Ordinary Shares.
3. DUMAC is a North Carolina non-profit corporation. DUMAC does not hold legal title to its clients' assets. The members of the board of directors of DUMAC are appointed by the executive committee of the board of trustees of Duke University.
4. Employees' Retirement Plan of Duke University, a non-profit defined benefit plan, indirectly held these Class A Ordinary Shares of the Issuer through G ERP LLC, a single member limited liability company wholly owned by Employees' Retirement Plan of Duke University. DUMAC has been delegated voting and investment power over such Class A Ordinary Shares of the Issuer through an investment management agreement between DUMAC and Employees' Retirement Plan of Duke University and therefore DUMAC may have been deemed the beneficial owner of such Class A Ordinary Shares.
5. Gothic Corporation ("Gothic"), a non-profit corporation, holds assets as a charitable support corporation for Duke University, including the Class A Ordinary Shares of the Issuer that were previously held. Gothic indirectly held these Class A Ordinary Shares of the Issuer through G LTP LLC, a single member limited liability company wholly owned by Gothic. The members of the board of directors of Gothic are appointed by the executive committee of the board of trustees of Duke University. DUMAC has been delegated voting and investment power over such Class A Ordinary Shares of the Issuer through an investment management agreement between DUMAC and Gothic and therefore DUMAC may have been deemed the beneficial owner of such Class A Ordinary Shares.
6. Gothic HSP Corporation ("Gothic HSP"), a non-profit corporation, holds assets as a charitable support corporation for Duke University Health System, Inc., including the Class A Ordinary Shares of the Issuer that were previously held. Gothic HSP indirectly held these Class A Ordinary Shares of the Issuer through G HSP LLC, a single member limited liability company wholly owned by Gothic HSP. The members of the board of directors of Gothic HSP are appointed by the board of directors of Duke University Health System, Inc. The members of the board of directors of Duke University Health System, Inc. are appointed by the executive committee of the board of trustees of Duke University. DUMAC has been delegated voting and investment power over such Class A Ordinary Shares of the Issuer through an investment management agreement between DUMAC and Gothic HSP and therefore DUMAC may have been deemed the beneficial owner of such Class A Ordinary Shares.
7. Each Reporting Person disclaims beneficial ownership of the Class A Ordinary Shares of the Issuer reported herein except to the extent of its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is or was the beneficial owner of such Class A Ordinary Shares for purposes of Section 16 or for any other purpose.
DUMAC, INC., Name: /s/ Robert E. McGrail, Title: Secretary 12/04/2025
DUKE UNIVERSITY, Name: /s/ Robert E. McGrail, Title: Secretary, DUMAC, Inc. 12/04/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transaction is reported in this Rigel Resource Acquisition Corp. (RRACF) Form 4?

The filing reports that Class A ordinary shares of Rigel Resource Acquisition Corp. held through several Duke-affiliated entities were redeemed by the issuer on November 21, 2025.

At what price were Rigel Resource Acquisition Corp. Class A shares redeemed?

The Class A ordinary shares were redeemed at a price of $12.151716 per share in connection with Rigel Resource Acquisition Corp.'s intention to dissolve and liquidate.

Who is the reporting person in this RRACF Form 4 filing?

The primary reporting person is DUMAC, Inc., which had delegated voting and investment power over the Class A ordinary shares held by several Duke-affiliated entities.

How many Rigel Class A shares does DUMAC report owning after the redemption?

Following the reported redemption transactions, DUMAC reports 0 Class A ordinary shares beneficially owned.

Which Duke-affiliated entities previously held the redeemed Rigel Class A shares?

The redeemed shares were indirectly held through The Duke Endowment, the Employees' Retirement Plan of Duke University, Gothic Corporation, and Gothic HSP Corporation, each through single-member LLCs.

What does the filing say about Rigel Resource Acquisition Corp.'s future?

The filing notes that the shares were redeemed "in connection with the Issuer's intention to dissolve and liquidate," indicating that Rigel Resource Acquisition Corp. plans to wind up its operations.

Does DUMAC claim full beneficial ownership of the Rigel shares in this filing?

No. Each reporting person, including DUMAC, disclaims beneficial ownership of the Class A shares except to the extent of its pecuniary interest.
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