RRAC Rigel Resource Acquisition Corp

 

 

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): November 4, 2024

 

 

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:
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant		RRAC.U		The New York Stock Exchange
Class A ordinary shares, par value $0.0001 per share		RRAC		The New York Stock Exchange
Redeemable warrants, each whole warrant exercisable for Class A ordinary share at an exercise price of $11.50 per share		RRAC WS		The New York Stock Exchange

 

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 3.01.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On November 4, 2024, Rigel Resource Acquisition Corp (the “Company”) received a notice (the “Notice”) from the New York Stock Exchange (“NYSE”) stating that the staff of NYSE Regulation has determined to suspend the listing of the Company’s (i) Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), (ii) warrants, each exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share (the “Warrants”) and (iii) units, each consisting of one Class A Ordinary Share and one-half of one Warrant (the “Units” and, collectively with the Class A Ordinary Shares and the Warrants, the “Securities”) from the NYSE before market open on November 5, 2024 and commence delisting proceedings with respect to such Securities. The Notice states that the staff of NYSE Regulation reached its decision to delist the Securities pursuant to Sections 102.06e and 802.01B of the NYSE’s Listed Company Manual because the Company failed to consummate a business combination within three years of its initial public offering.

 

The NYSE will apply to the U.S. Securities and Exchange Commission to delist the Company’s Securities upon completion of applicable procedures, including any appeal by the Company of NYSE Regulation’s decision.

 

Item 7.01.

Regulation FD Disclosure.

 

On November 5, 2024, the Company issued a press release regarding the matters discussed in Item 3.01, a copy of which is attached hereto as Exhibit 99.1.

 

The information in this Item 7.01 and Exhibit 99.1 attached hereto is furnished pursuant to the rules and regulation of the Securities and Exchange Commission (“SEC”) and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing. 

 

 

Item 9.01.

Financial Statement and Exhibits.

 

(d)

Exhibits.

 

EXHIBIT INDEX

 

Exhibit No.		Description of Exhibits
99.1		Press Release, dated November 5, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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: November 5, 2024	By:	/s/ Jonathan Lamb
	Name:	Jonathan Lamb
	Title:	Chief Executive Officer

 

 

Exhibit 99.1

 

Nov. 5, 2024 / Business Wire/ --

 

Rigel Resource Acquisition Corp (the “Company” or “Rigel”) (NYSE: RRAC) announced that it received a notification letter from the New York Stock Exchange (“NYSE”) on November 4, 2024, stating that it would suspend the listing of the Company’s (i) Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), (ii) warrants, each exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share (the “Warrants”) and (iii) units, each consisting of one Class A Ordinary Share and one-half of one Warrant (the “Units” and, collectively with the Class A Ordinary Shares and the Warrants, the “Securities”) from the NYSE before market open on November 5, 2024 and commence delisting proceedings with respect to such Securities.

 

The NYSE determined to take these actions because Sections 102.06e and 802.01B of the NYSE’s Listed Company Manual do not permit a special purpose acquisition company, such as the Company, to remain listed for more than three years after the company’s initial public offering without completing an initial business combination.

 

Following the suspension of trading on the NYSE, the Securities are expected to trade on the OTC Pink Market.

 

As previously announced, on March 11, 2024, Rigel entered into a definitive business combination agreement with Blyvoor Gold Resources Proprietary Limited and Blyvoor Gold Operations Proprietary Limited and Rigel expects that the ordinary shares and warrants of the resulting post-closing entity (“Aurous Resources”) will be listed on NASDAQ at the closing of the resulting business combination. The Company does not currently expect the delisting of the Securities from the NYSE to preclude Aurous Resources’ from receiving approval from NASDAQ at the closing, subject to Aurous Resources’ ability to meet NASDAQ’s initial listing requirements at the time.

 

As previously announced, Aurous Resources has filed a registration statement on Form F-4 and subsequent amendments thereto with the U.S. Securities and Exchange Commission relating to the business combination.

 

As previously announced, on August 9, 2024, Rigel shareholders approved an amendment to Rigel’s Amended and Restated Articles of Association to extend the date by which Rigel must either (i) consummate an initial business combination or (ii) cease its operations and redeem all of the outstanding Class A Ordinary Shares, to May 9, 2025.

 

About Rigel Resource Acquisition Corp

 

Rigel Resource Acquisition Corp is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

 

Forward-Looking Statements

 

This press release includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions. Such statements may include, but are not limited to, statements regarding the Company’s expectations for the Securities to trade on the OTC Pink Market, the closing of the initial business combination and the listing of Aurous Resources’ securities on NASDAQ at the closing of the initial business combination. These statements are based on current expectations on the date of this press release and involve a number of risks and uncertainties that may cause actual results to differ significantly. The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.

 

Company Contact:

 

Rigel Resource Acquisition Corp

 

info@rigelresource.com

 

v3.24.3

Cover	Nov. 04, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 04, 2024
Entity File Number	001-41022
Entity Registrant Name	Rigel Resource Acquisition Corp
Entity Central Index Key	0001860879
Entity Tax Identification Number	98-1594226
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	7 Bryant Park
Entity Address, Address Line Two	1045 Avenue of the Americas
Entity Address, Address Line Three	Floor 25
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10018
City Area Code	(646)
Local Phone Number	453-2672
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant
Title of 12(b) Security	Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant
Trading Symbol	RRAC.U
Security Exchange Name	NYSE
Class A ordinary shares, par value $0.0001 per share
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Trading Symbol	RRAC
Security Exchange Name	NYSE
Redeemable warrants, each whole warrant exercisable for Class A ordinary share at an exercise price of $11.50 per share
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for Class A ordinary share at an exercise price of $11.50 per share
Trading Symbol	RRAC WS
Security Exchange Name	NYSE

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