UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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

~~SECURITIES~~Date ~~EXCHANGE~~of ~~ACT~~Report OF(Date ~~1934~~of earliest event reported): November 7, 2024

Date of Report (Date of earliest event reported): September 24, 2024

PERCEPTION CAPITAL CORP. IV

(Exact name of registrant as specified in its charter)

Cayman Islands		001-41039		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

3109 W. 50th Street, #207

Minneapolis, MN 55410

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (952) 456-5300

Not Applicable (Former name or former address, if changed since last report)

(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:

☐☒ 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))

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

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).

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 1.01. Entry into a Material Definitive Agreement.

~~Effective~~Amendment ~~September 24, 2024, Perception Capital Corp~~No. IV1 ~~(the “Company”) entered into a Cancellation Agreement (the “Cancellation Agreement”) with Blue Capital Management Partners, LLP (“Blue Capital”) pursuant~~ to ~~which~~Second ~~the~~Amended ~~Convertible~~and ~~Senior~~Restated ~~Secured~~Business ~~Promissory Note Dated November 6, 2023 in the original principal amount~~Combination of up to Two Million Dollars ($2,000,000) (the “Blue Capital Note”) was cancelled. Prior to its cancellation, the Blue Capital Note had been assigned by Blue Capital to Blue Perception Capital LLP (“Blue Perception”).Agreement

~~Concurrent~~As ~~with~~previously ~~entering~~disclosed ~~into~~on December ~~the~~5, ~~Cancellation Agreement~~2023, ~~the~~Perception ~~Company entered~~Capital ~~into~~Corp. aIV ~~new Convertible Preferred Note Dated September 24~~, ~~2024~~a inCayman ~~the~~Islands ~~original~~exempted ~~principal~~company ~~amount~~limited ofby upshares tof/k/a ~~Two~~RCF ~~Million~~Acquisition ~~Dollars~~Corp. (~~$2,000,000) with Blue Perception (the~~ “~~Blue~~ Perception ~~Note~~”)~~. The Blue Perception Note bears no interest and is repayable in full upon the earlier of (i) the date on which the Company consummates a Business Combination~~, ~~(ii) the date of the liquidation of the Company and~~ ~~(iii)~~Blue ~~December~~Gold 31Limited, ~~2024.~~a ~~Concurrent~~Cayman ~~with~~Islands ~~the~~company ~~closing~~limited ofby ~~the Business Combination~~shares, ~~any~~and ~~amounts outstanding under the~~ Blue ~~Capital~~Gold ~~Note (or~~Holdings ~~any~~Limited, ~~portion~~a ~~thereof)~~private ~~will~~company ~~automatically~~limited ~~convert~~by ~~into Class A ordinary~~ shares offormed under the ~~Company,~~laws ~~par~~of ~~value~~England ~~$0.0001 per share (“Class A Shares”) at a conversion price equal to $1.00 per share,~~ and ~~RCF~~Wales ~~VII Sponsor LLC~~ (~~the~~ “~~Former Sponsor~~BGHL”) ~~will forfeit an equal number of Class A Shares that it owns pursuant to the terms of the Securities Purchase Agreement. Additionally~~, ~~from~~entered ~~the~~into ~~closing of~~a ~~the~~ Business Combination ~~until~~Agreement ~~the date that is eighteen~~ (~~18) months after such closing, Blue Perception has~~ the ~~right to purchase~~“Business ~~from~~Combination ~~Perception Capital Partners IV LLC up to 377,812~~Agreement”).~~5 Class A Shares, at a per share price of $1.20 per Class A Share.~~

~~Under~~As ~~the~~previously ~~Blue~~disclosed, ~~Perception~~on May ~~Note~~2, ~~Blue~~2024, Perception ~~will~~and ~~fund~~BGHL, ~~each~~entered ofinto that certain Amended and Restated Business Combination Agreement (the “Amended ~~following~~BCA”) ~~amounts~~ to, among other things, restructure the ~~Company~~transaction noas ~~later~~follows: ~~than~~(i) Perception shall form a wholly owned subsidiary (“Merger Sub”), (ii) at the ~~date~~merger effective time, Merger Sub shall merge with and into BGHL, or its successor entity as set forth ~~below:~~in the Amended BCA, and (iii) BGHL shall continue as the surviving entity and wholly owned subsidiary of Perception, and to (iv) make changes to certain representations and conditions to the Closing to match the revised structure.

As previously disclosed, on June 12, 2024, Perception, Blue Gold Limited, a~~. Before~~ ~~the~~Cayman ~~date~~Islands company limited by shares and wholly owned subsidiary of Perception (“Perception Merger Sub”), and BGHL, entered into that certain Second Amended and Restated Business Combination Agreement (the “Second Amended BCA”) to, among other things, restructure the transaction as follows: (i) Perception Merger Sub shall form a wholly owned subsidiary (the “Blue Merger Sub”) for the purposes of effecting the Blue Merger, (ii) Perception ~~Note~~shall merge with and into Perception Merger Sub, a wholly owned subsidiary of Perception with Perception Merger Sub (following such merger, “New Perception”) being the ~~Company~~surviving ~~received~~entity $1(the “Perception Reorganization”),~~275~~ (iii) BGHL will form or acquire a new Cayman Islands entity (“NewCo”) and cause the contribution of all of the issued and outstanding shares of BGHL to NewCo,~~739~~ in(iv) ~~connection~~NewCo shall merge with and into the Blue ~~Capital~~Merger ~~Note;~~Sub, following which the separate corporate existence of NewCo shall cease and (v) at the Blue Merger Effective Time, Blue Merger Sub shall continue as the surviving entity and wholly owned subsidiary of New Perception (“New Blue”), and to (vi) make changes to certain representations and conditions to the Closing to match the revised structure.

bOn November 7, 2024, the parties entered into Amendment No. ~~$50~~ 1 to the Second Amended BCA (“Amendment No. 1”) to,~~000~~ onamong ~~September~~other 30things (i) change the structure of the Blue Merger such that Blue Merger Sub shall be merged with and into NewCo with NewCo as the surviving entity of the Blue Merger, (ii) amend the definition of Material Adverse Effect to exempt the impact of any Perception share redemptions and delisting ~~2024;~~from the NYSE from the definition, and (iii) to amend the date that constitutes the Outside Date from November 5, 2025 to January 31, 2025.

cThe foregoing description is only a summary of Amendment No. ~~$50~~ 1 and is qualified in its entirety by reference to the full text of the Second Amended BCA,~~000~~ which is filed as Exhibit 2.1 and incorporated herein by this reference. Capitalized terms in this Current Report on ~~October~~Form ~~15,~~8-K used but not defined ~~2024;~~shall have the meaning set forth in the Second Amended and Restated BCA, as amended by Amendment No. 1.

~~d. $312,130 on October 31, 2024;~~1

~~e. $312,130~~Forward-Looking ~~on November 29, 2024, provided, however, that the maximum amount of drawdowns outstanding under this Note may not exceed Two Million Dollars ($2,000,000) (such amount, the “Maximum Amount”).~~Statements

IfThis Current ~~immediately~~Report ~~prior~~on toForm-8-K includes "forward-looking statements" within the ~~closing~~meaning of the ~~Business~~safe ~~Combination~~harbor for forward-looking statements provided by Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995 including, ~~Maximum~~without ~~Amount~~limitation: ~~has~~statements ~~not~~related ~~yet~~to ~~been~~the ~~paid~~parties likelihood to enter into a binding or definitive agreement(s); statements related to the ~~Company~~parties’ ability to close the proposed Business Combination, ~~Blue~~including ~~Perception~~the ~~shall~~ability ~~have~~of both companies to secure all required regulatory, third-party and shareholder approvals for the ~~right~~proposed Business Combination; the anticipated benefits of the proposed Business Combination, including the potential amount of cash that may be available to ~~pay~~the ~~any~~combined ~~remaining~~company ~~amounts~~upon consummation of the Business Combination; the anticipated enterprise value of the combined company following the Business Combination; sources and uses of cash from the Business Combination; the anticipated timing to close the ~~Company~~Business Combination; Perception’s expectation that its ordinary shares will be ~~before~~accepted for listing on The New York Stock Exchange following the closing of the Business Combination; the financial and business performance of Perception; and Perception’s anticipated future operating results.

~~The~~You are ~~foregoing~~cautioned ~~descriptions~~not to place undue reliance on these forward-looking statements, which are current only as of the ~~Cancellation~~date ~~Agreement~~of this press release. Each of these forward-looking statements involves risks and ~~the~~uncertainties. ~~Blue~~Important factors that could cause actual results to differ ~~Perception~~materially ~~Note~~from dothose discussed or implied in the forward-looking statements include, but are not ~~purport~~limited to: the risk that the Business Combination may not be ~~complete~~completed in a timely manner or at all; the failure to obtain requisite approval for the Business Combination or meet other closing conditions; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement in respect of the Business Combination; failure to achieve sufficient cash available (taking into account all available financing sources) following any redemptions of Perception’s public shareholders; failure to obtain the requisite approval of Perception’s and ~~are~~BGHL’s ~~qualified~~respective shareholders; failure to meet relevant listing standards in ~~their~~connection ~~entirety~~with the consummation of the Business Combination; failure to recognize the anticipated benefits of the Business Combination, which may be affected by, ~~reference~~among other things, competition, the ability of the combined entity to maintain relationships with customers and suppliers and strategic alliance third parties, and to retain its management and key employees; potential litigation relating to the ~~Cancellation~~proposed ~~Agreement~~Business Combination; changes to the proposed structure of the Business Combination that may be required or appropriate as a result of the announcement and execution of the ~~Blue~~Business Combination; unexpected costs and expenses related to the Business Combination; estimates of the combined company’s financial performance being materially incorrect predictions; general economic or political conditions; negative economic conditions that could impact BGHL and the gold industry in general; reduction in demand for BGHL’s products; changes in the markets that BGHL targets or that the combined company intends to target; any change in laws applicable to Perception ~~Note~~or BGHL or any regulatory or judicial interpretation thereof; and other factors, ~~copies~~risks ofand ~~which~~uncertainties, ~~are~~including ~~attached~~those ~~hereto~~to asbe ~~Exhibits~~included ~~10.1~~under the heading “Risk Factors” in the proxy statement/prospectus to be later filed with the SEC, and those disclosed in Perception’s SEC filings, under the heading “Risk Factors,” including its Annual Report on Form 10.2-K for the year ended December 31, ~~respectively~~2023 filed with the SEC on April 23, 2024 as amended by the Annual Report on Form 10-K/A filed with the SEC on August 30, 2024 and any subsequent filings.

~~Item~~All forward-looking 1statements are expressly qualified in their entirety by such factors.02 ~~Termination~~Perception ofdoes anot ~~Material~~undertake ~~Definitive~~any ~~Agreement~~duty to update any forward-looking statement except as required by law.

~~The disclosure set forth in Item 1.01 hereto regarding the Cancellation Agreement is incorporated by reference in this item to the extent required.~~2

~~Item~~Additional ~~2.03.~~Information and ~~Creation~~Where ofto aFind ~~Direct Financial Obligation or an Obligation under an Off-balance Sheet Arrangement of a Registrant.~~It

~~The~~In connection ~~information~~with ~~included~~the inproposed ~~Item~~Business ~~1.01~~Combination, ~~regarding~~Blue Gold Limited has filed with the ~~Blue~~Securities and Exchange Commission (the “SEC”) a registration statement on Form F-4 (the “Registration Statement”), which includes a preliminary proxy statement/prospectus and certain other related documents, which will be both the proxy statement to be distributed to the shareholders of Perception in connection ~~Note~~with isPerception’s ~~incorporated~~solicitation of proxies for the vote by ~~reference~~its shareholders with respect to the proposed Business Combination and other matters as may be described in ~~this~~the ~~item~~definitive proxy statement/prospectus, as well as a prospectus relating to the ~~extent~~offer ~~required~~and sale of the securities to be issued by Blue Gold Limited in the proposed Business Combination. Shareholders are encouraged to read the Registration Statement as it contains important information.

~~Item~~This Form 38-K does not contain all of the information that should be considered by Perception’s or Blue Gold’s shareholders concerning the proposed Business Combination and is not intended to constitute the basis of any voting or investment decision in respect of the proposed Business Combination or the securities of the combined company.~~02.~~ ~~Unregistered~~The ~~Sales~~respective shareholders of ~~Equity~~Perception ~~Securities~~and BGHL and other interested persons are advised to read the preliminary proxy statement/prospectus and the amendments thereto and, when available, the definitive proxy statement/prospectus and documents incorporated by reference therein filed in connection with the business combination, as these materials will contain important information about Perception, BGHL, Blue Gold Limited and the Business Combination.

~~The~~When available, ~~information~~the ~~included~~definitive inproxy ~~Item~~statement/prospectus ~~1.01~~and ~~regarding~~other ~~the~~relevant ~~Blue~~materials ~~Perception Note~~for isthe ~~incorporated~~business bycombination ~~reference~~will inbe ~~this~~mailed ~~item~~ to ~~the~~shareholders of ~~extent~~Perception ~~required.~~as ~~The~~of ~~Class~~a Arecord ~~Shares~~date ~~that~~to ~~may~~ be ~~issued~~established ~~pursuant~~for tovoting on the ~~Blue~~business combination. Shareholders of Perception ~~Note~~ will ~~not~~also be ~~registered~~able to ~~under~~obtain ~~the~~copies ~~Securities~~of ~~Act~~the ofRegistration ~~1933~~Statement, asthe ~~amended~~preliminary (proxy statement/prospectus, the ~~“Securities~~definitive ~~Act”),~~proxy statement/prospectus and ~~will~~other bedocuments ~~issued~~filed inwith ~~reliance on~~the SEC, without charge, at the ~~exemption~~SEC’s ~~from~~web ~~registration~~site ~~requirements~~at ~~thereof~~www.sec.gov ~~provided~~or by ~~Section~~directing 4(a~~)(2)~~ ofrequest ~~the~~to: ~~Securities~~RCF ~~Act~~Acquisition Corp., 3109 W. 50th Street, #207, Minneapolis, MN 55410, Attention: Investor Relations or by email at investors@perceptioncapitalpartners.com.

~~Item~~Participants ~~9.01.~~in ~~Financial Statements and Exhibits.~~Solicitation

~~(d)~~Perception, and ~~Exhibits~~BGHL and their respective directors, executive officers, other members of management and employees may be deemed participants in the solicitation of proxies from Perception’s shareholders with respect to the proposed Business Combination. Investors and securityholders may obtain more detailed information regarding the names and interests in the Business Combination of the directors and officers of each of Perception and Blue Gold with respect to the proposed Business Combination in the proxy statement/prospectus for the proposed business combination when available and in such company’s respective filings with the SEC.

Number		Exhibit Name
10.1		Cancellation Agreement
10.2		Blue Capital Note
104		Cover Page Interactive Data File

No Offer or Solicitation

1This press release shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed business combination. This press release shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.

~~SIGNATURE~~Item 9.01 Financial Statements and Exhibits.

~~Under~~(d) ~~the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the duly authorized undersigned.~~Exhibits

Date: September 30, 2024	PERCEPTION CAPITAL CORP. IV
Exhibit Number		Description
	By:	/s/ Rick Gaenzle
2.1		Amendment No. 1, dated November 7, 2024, to the Second Amended and Restated Business Combination Agreement
	Name:	Rick Gaenzle
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).
	Title:	Chief Executive Officer

SIGNATURE

Under the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the duly authorized undersigned.

Date: November 14, 2024	PERCEPTION CAPITAL CORP. IV

	By:	/s/ Rick Gaenzle
	Name:	Rick Gaenzle
	Title:	Chief Executive Officer

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