Material Agreement Form 8 K

Item 1.01. Entry into a Material Definitive Agreement.

Amendment No. 1 to Second Amended and Restated Business Combination Agreement

As previously disclosed on December 5, 2023, Perception Capital Corp. IV , a Cayman Islands exempted company limited by shares f/k/a RCF Acquisition Corp. ("Perception"), Blue Gold Limited, a Cayman Islands company limited by shares, and Blue Gold Holdings Limited, a private company limited by shares formed under the laws of England and Wales ("BGHL"), entered into a Business Combination Agreement (the "Business Combination Agreement").

As previously disclosed, on May 2, 2024, Perception and BGHL, entered into that certain Amended and Restated Business Combination Agreement (the "Amended BCA") to, among other things, restructure the transaction as follows: (i) Perception shall form a wholly owned subsidiary ("Merger Sub"), (ii) at the merger effective time, Merger Sub shall merge with and into BGHL, or its successor entity as set forth 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 Cayman 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 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 surviving entity (the "Perception Reorganization"), (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, (iv) NewCo shall merge with and into the Blue Merger 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.

On November 7, 2024, the parties entered into Amendment No. 1 to the Second Amended BCA ("Amendment No. 1") to, among other things (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 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.

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