Blue Gold Holdings Limited agreed to acquire RCF Acquisition Corp. from Perception Capital Partners IV LLC and others for approximately $110 million in a reverse merger transaction.

Blue Gold Holdings Limited agreed to acquire RCF Acquisition Corp. (NYSE:RCFA) from Perception Capital Partners IV LLC and others for approximately $110 million in a reverse merger transaction on December 5, 2023. Upon consummation of the Exchange, BGHL shall become a wholly owned subsidiary of PubCo. Immediately thereafter, the Merger will be consummated. As a result of the Merger, each outstanding Perception ordinary share being cancelled holders will receive PubCo ordinary shares on a one-for-one basis. Blue Gold is anticipated to list on The New York Stock Exchange. Tao Tan will join the board of directors.

The transaction is subject to customary closing conditions, including receipt of all regulatory approvals, any waiting period (and any extension) applicable to the consummation of the business combination under any antitrust laws shall have expired or been terminated, the registration statement to be filed in connection with the transaction, PubCo Ordinary Shares and PubCo Warrants to be issued in connection with the transactions contemplated by the business combination agreement shall have been approved for listing on NYSE or Nasdaq, lock-Up agreement, execution of registration rights agreement, as well as the approval of the proposed transaction by Perception?s and Blue Gold?s shareholders. The boards of directors of both parties have unanimously approved the proposed transaction. The transaction is expected to close in second quarter of 2024.

Cohen & Company Capital Markets acted as financial advisor and lead capital markets advisor to RCF Acquisition Corp. Giovanni Caruso of Loeb & Loeb LLP acted as counsel to RCF Acquisition Corp. Andrew M. Tucker of Nelson Mullins Riley & Scarborough LLP acted as counsel to Blue Gold.