Perception Capital Corp. IV (NYSE:RCFA), a Cayman Islands-based gold and silver ore company, has announced significant changes to its financial agreements. On September 24, 2024, the company entered into a Cancellation Agreement with Blue Capital Management Partners, LLP, effectively nullifying the previously held Convertible Senior Secured Promissory Note valued at up to $2 million.
Simultaneously, Perception Capital Corp. IV has established a new Convertible Preferred Note with Blue Perception Capital LLP, also capped at $2 million. This note carries no interest and is due by the end of 2024 or upon the company's liquidation or completion of a Business Combination. Uniquely, the outstanding amounts under the Blue Capital Note will automatically convert into Class A ordinary shares at $1.00 per share if a Business Combination occurs, while the company's Former Sponsor will concurrently forfeit an equal number of shares.
Further financial arrangements include Blue Perception's commitment to fund the company with specific amounts by designated dates, totaling $1,275,739 received before the note's date, with additional payments ranging from $50,000 to $312,130 due through late November 2024. The agreement stipulates that the total drawdowns cannot exceed $2 million. Should the maximum not be reached prior to a Business Combination, Blue Perception retains the right to contribute the remaining funds before the transaction's closure.
Moreover, Blue Perception has secured the option to purchase up to 377,812.5 Class A Shares from Perception Capital Partners IV LLC, at $1.20 per share, within 18 months following the Business Combination.
This strategic move comes as Perception Capital Corp. IV works to streamline its financial obligations and secure funding necessary for its ongoing operations and potential future combinations. The Class A Shares involved in these transactions will not be registered under the Securities Act of 1933 and will be issued in reliance on the exemption from registration requirements provided by Section 4(a)(2) of the Act.
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