SEC Comment Letter 0000000000-22-013058 to RCF Acquisition Corp. (RCFA, RCFA-UN, RCFA-WT) (CIK 0001870143)
RCF Acquisition Corp. (RCFA, RCFA-UN, RCFA-WT) (CIK 0001870143)
Date: Dec. 5, 2022 · CIK: 0001870143 · Accession: 0000000000-22-013058
AI Filing Summary & Sentiment
File numbers found in text: 001-41039
Letter
United States securities and exchange commission logo December 5, 2022 Sunny Shah Chief Executive Officer RCF Acquisition Corp. 1400 Wewatta Street, Suite 850 Denver, CO 80202 Re:RCF Acquisition Corp. Form 10-K for the year ended December 31, 2021 Filed on February 11, 2022 File No. 001-41039 Dear Sunny Shah: We have reviewed your filing and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this comment within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment, we may have additional comments. Form 10-K for the year ended December 31, 2021 General 1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so, please revise your disclosure in future filings to include disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any price appreciation in the combined
FirstName LastNameSunny Shah Comapany NameRCF Acquisition Corp. December 5, 2022 Page 2 FirstName LastName Sunny Shah RCF Acquisition Corp. December 5, 2022 Page 2 company, and the warrants, which would expire worthless. Please include an example of your intended disclosure in your response. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Ameen Hamady at 202-551-3891 or Kristi Marrone at 202-551-3429 if you have any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction
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United States securities and exchange commission logo
December 5, 2022
Sunny Shah
Chief Executive Officer
RCF Acquisition Corp.
1400 Wewatta Street, Suite 850
Denver, CO 80202
Re:RCF Acquisition Corp.
Form 10-K for the year ended December 31, 2021
Filed on February 11, 2022
File No. 001-41039
Dear Sunny Shah:
We have reviewed your filing and have the following comment. In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this comment, we may have additional comments.
Form 10-K for the year ended December 31, 2021
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person. If so, please revise your disclosure in future
filings to include disclosure that addresses how this fact could impact your ability to
complete your initial business combination. For instance, discuss the risk to investors that
you may not be able to complete an initial business combination with a U.S. target
company should the transaction be subject to review by a U.S. government entity, such as
the Committee on Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Disclose that as a result, the pool of potential targets with which you could
complete an initial business combination may be limited. Further, disclose that the time
necessary for government review of the transaction or a decision to prohibit the
transaction could prevent you from completing an initial business combination and require
you to liquidate. Disclose the consequences of liquidation to investors, such as the losses
of the investment opportunity in a target company, any price appreciation in the combined
FirstName LastNameSunny Shah
Comapany NameRCF Acquisition Corp.
December 5, 2022 Page 2
FirstName LastName
Sunny Shah
RCF Acquisition Corp.
December 5, 2022
Page 2
company, and the warrants, which would expire worthless. Please include an example of
your intended disclosure in your response.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
You may contact Ameen Hamady at 202-551-3891 or Kristi Marrone at 202-551-3429 if
you have any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction