RCFA Perception Capital Corp IV

 

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): August 21, 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)

 

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

 

On August 21, 2024, Perception Capital Corp. IV (the “Company”) received a notice from the New York Stock Exchange (the “NYSE”) that it was not in compliance with the NYSE’s continued listing requirements. Specifically, the NYSE advised the Company that it is not in compliance with Section 802.01E of the NYSE Listed Company Manual as it has not yet filed its Form 10-Q for the quarter ended June 30, 2024.

 

The notice provides that the NYSE will closely monitor the status of the late filing and its disclosures related thereto. The Company anticipates filing the Form 10-Q as soon as possible after the date hereof. Upon filing the deficiency will be resolved.

 

On August 27, 2024, the Company issued a press release announcing the receipt of the letter, a copy of which is filed as Exhibit 99.1 hereto and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit Number		Description
99.1		Press Release Dated August 27, 2024
104		Cover Page Interactive Data File

 

  

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: August 27, 2024	PERCEPTION CAPITAL CORP. IV
	By:	/s/ Rick Gaenzle
	Name:	Rick Gaenzle
	Title:	Chief Executive Officer

 

 

2

Exhibit 99.1

 

Perception Capital Corp. IV Receives Notice of Filing Delinquency from the New York Stock Exchange

 

MINNEAPOLIS, MN, Aug. 27, 2024 (GLOBE NEWSWIRE) -- Perception Capital Corp. IV (NYSE: RCFA), a special purpose acquisition corporation, received written notice on August 21, 2024 from the New York Stock Exchange (NYSE) that, because the Company has not yet filed its Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 (the “Report”) with the Securities and Exchange Commission (“SEC”), the Company is not in compliance with the continued listing requirements under Section 802.01E of the NYSE Listed Company Manual (Section 802.01E), which requires NYSE-listed companies to timely file all periodic reports with the SEC.

 

The Company’s noncompliance with Section 802.01E has no immediate effect on the listing of the company’s securities on the NYSE. Perception Capital Corp. IV plans to avail itself of the process provided by the NYSE to regain compliance. The company is working diligently to file the Report as soon as possible.

 

As previously reported by the Company in its Current Report on Form 8-K dated August 26, 2024, the Company determined that there was an error in its financial statements contained in its Annual Report on Form 10-K for the year ended December 31, 2023 and in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2024. The Company plans to file an amendment to its Form 10-K and plans to restate the quarterly period in the Form 10-Q to be filed for the quarter ended June 30, 2024, both of which the Company will file as soon as possible.

  

About Perception Capital Corp. IV

 

Perception Capital Corp. IV is a special purpose acquisition corporation.

 

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, including, without limitation, statements regarding Perception’s intent to submit its late filing as soon as possible. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements.

 

Contact

 

Perception Capital Corp. IV

Rick Gaenzle

Chief Executive Officer

investors@perceptioncapitalpartners.com

v3.24.2.u1

Cover	Aug. 21, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 21, 2024
Entity File Number	001-41039
Entity Registrant Name	PERCEPTION CAPITAL CORP. IV
Entity Central Index Key	0001870143
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	3109 W. 50th Street
Entity Address, Address Line Two	#207
Entity Address, City or Town	Minneapolis
Entity Address, State or Province	MN
Entity Address, Postal Zip Code	55410
City Area Code	952
Local Phone Number	456-5300
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, $0.0001 par value, and one-half of one redeemable warrant
Title of 12(b) Security	Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant
Trading Symbol	RCFA.U
Security Exchange Name	NYSE
Class A ordinary shares, par value $0.0001 par value
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 par value
Trading Symbol	RCFA
Security Exchange Name	NYSE
Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share
Title of 12(b) Security	Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share
Trading Symbol	RCFA WS
Security Exchange Name	NYSE

---