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): June 28, 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 4.02. | Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. |
On June 28, 2024, Rigel Resource Acquisition Corp’s (the “Company”) audit committee (the “Audit Committee”), after discussion with the Company’s management, concluded that the previously issued interim financial statements contained in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024, should no longer be relied upon because of an error in the financial statements. Similarly, other communications describing the Company’s financial statements and other related financial information covering the same period should no longer be relied upon. The error relates to the amount of legal costs included in the General and Administrative Expenses line item in the Company’s Unaudited Condensed Statement of Operations. As a result of the error, the amount of legal costs recorded as expenses did not reflect the total amount of deferred legal costs for the first quarter, thereby resulting in an understatement of the legal expenses, and therefore, the accounts payable and accrued expenses on the balance sheet, by approximately $1.6 million.
The Company intends to file a Form 10-Q/A restating the previously filed unaudited interim condensed financial statements for the quarter ended March 31, 2024 promptly following the issuance of this Current Report on Form 8-K. The Company does not expect any of the above changes will have any impact on its cash position and cash held in the trust account established in connection with the Company’s initial public offering.
The Audit Committee has discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with the Company’s independent registered public accounting firm.
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: July 2, 2024 | By: | /s/ Jonathan Lamb |
| | Name: | Jonathan Lamb |
| | Title: | Chief Executive Officer |
