0001213900-21-057906.txt : 20211109 0001213900-21-057906.hdr.sgml : 20211109 20211109214523 ACCESSION NUMBER: 0001213900-21-057906 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20211109 FILED AS OF DATE: 20211109 DATE AS OF CHANGE: 20211109 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: McClements James T CENTRAL INDEX KEY: 0001891750 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41039 FILM NUMBER: 211394172 MAIL ADDRESS: STREET 1: 1400 SIXTEENTH STREET STREET 2: SUITE 200 CITY: DENVER STATE: CO ZIP: 80202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RCF VII Sponsor LLC CENTRAL INDEX KEY: 0001893053 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41039 FILM NUMBER: 211394173 BUSINESS ADDRESS: STREET 1: 1400 SIXTEENTH STREET STREET 2: SUITE 200 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: (720) 946-1444 MAIL ADDRESS: STREET 1: 1400 SIXTEENTH STREET STREET 2: SUITE 200 CITY: DENVER STATE: CO ZIP: 80202 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: RCF Acquisition Corp. CENTRAL INDEX KEY: 0001870143 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 BUSINESS ADDRESS: STREET 1: 1400 SIXTEENTH STREET STREET 2: SUITE 200 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: (720) 946-1444 MAIL ADDRESS: STREET 1: 1400 SIXTEENTH STREET STREET 2: SUITE 200 CITY: DENVER STATE: CO ZIP: 80202 3 1 ownership.xml X0206 3 2021-11-09 0 0001870143 RCF Acquisition Corp. RCFA 0001893053 RCF VII Sponsor LLC 1400 SIXTEENTH STREET SUITE 200 DENVER CO 80202 1 0 1 0 0001891750 McClements James T C/O RCF ACQUISITION CORP. 1400 SIXTEENTH STREET, SUITE 200 DENVER CO 80202 1 0 0 0 Class B Ordinary Shares Class A Ordinary Shares 4597500 D The Class B ordinary shares are convertible for shares of the Issuer's Class A ordinary shares as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-260462) (the "Registration Statement") and have no expiration date. The Class B ordinary shares are beneficially owned by the Reporting Persons include up to 750,000 Class B ordinary shares subject to forfeiture to the Issuer depending on the extent to which the underwriters' over-allotment option is exercised in connection with the Issuer's initial public offering of units, as described in the Registration Statement. RCF VII Sponsor LLC is the record holder of the securities reported herein. James McClements has voting and investment discretion with respect to the securities held of record by RCF VII Sponsor LLC. See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the Reporting Persons to the Issuer. See Exhibits 24.1 and 24.2 - Powers of Attorney. /s/ Elizabeth Mapelli, Attorney-in-Fact for RCF VII Sponsor LLC 2021-11-09 /s/ Elizabeth Mapelli, Attorney-in-Fact for James McClements 2021-11-09 EX-24.1 2 ea150243ex24-1_rcfacq.htm POWER OF ATTORNEY

Exhibit 24.1

 

POWER OF ATTORNEY

 

The undersigned constitutes and appoints Joel Rubinstein, Elliott Smith, Sarah Ross, Jordan Leon, Elizabeth Mapelli and Emily Ostertag, or any of them acting singly, as the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, to:

 

1. prepare, sign, and submit to the Securities and Exchange Commission (the “SEC”) on its Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) Filer Management website a Form ID application, including any amendments and exhibits thereto, and any other related documents as may be necessary or appropriate, to obtain from the SEC access codes to permit filing on the SEC’s EDGAR system, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each act and thing requisite and necessary to be done as required by any rule or regulation of the SEC and the EDGAR Filer Manual as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof; and

 

2. sign any and all SEC statements of beneficial ownership of securities of RCF Acquisition Corp. (the “Company”) on Schedule 13D as required under Section 13 and Forms 3, 4 and 5 as required under Section 16(a) of the Securities Exchange Act of 1934, as amended, and any amendments thereto, and to file the same with all exhibits thereto, and other documents in connection therewith, with the SEC, the Company and any stock exchange on which any of the Company’s securities are listed, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each act and thing requisite and necessary to be done under said Section 13 and Section 16(a), as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof.

 

A copy of this power of attorney shall be filed with the SEC.  The authorization set forth above shall continue in full force and effect until the undersigned revokes such authorization by written instructions to the attorneys-in-fact.

 

The authority granted hereby shall in no event be deemed to impose or create any duty on behalf of the attorneys-in-fact with respect to the undersigned’s obligations to file a Form ID, Schedule 13Ds and Forms 3, 4 and 5 with the SEC. 

 

Dated:  November 3, 2021    
     
  RCF VII SPONSOR LLC
     
  By: /s/ Mason Hills
  Name:  Mason Hills
  Title: Authorized Signatory

 

 

 EX-24.2 3 ea150243ex24-2_rcfacq.htm POWER OF ATTORNEY

Exhibit 24.2

 

POWER OF ATTORNEY

 

The undersigned constitutes and appoints Joel Rubinstein, Elliott Smith, Jordan Leon, Elizabeth Mapelli and Emily Ostertag, or any of them acting singly, as the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, to:

 

1. prepare, sign, and submit to the Securities and Exchange Commission (the “SEC”) on its Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) Filer Management website a Form ID application, including any amendments and exhibits thereto, and any other related documents as may be necessary or appropriate, to obtain from the SEC access codes to permit filing on the SEC’s EDGAR system, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each act and thing requisite and necessary to be done as required by any rule or regulation of the SEC and the EDGAR Filer Manual as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof; and

 

2. sign any and all SEC statements of beneficial ownership of securities of RCF Acquisition Corp. (the “Company”) on Schedule 13D as required under Section 13 and Forms 3, 4 and 5 as required under Section 16(a) of the Securities Exchange Act of 1934, as amended, and any amendments thereto, and to file the same with all exhibits thereto, and other documents in connection therewith, with the SEC, the Company and any stock exchange on which any of the Company’s securities are listed, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each act and thing requisite and necessary to be done under said Section 13 and Section 16(a), as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof.

 

A copy of this power of attorney shall be filed with the SEC.  The authorization set forth above shall continue in full force and effect until the undersigned revokes such authorization by written instructions to the attorneys-in-fact.

 

The authority granted hereby shall in no event be deemed to impose or create any duty on behalf of the attorneys-in-fact with respect to the undersigned’s obligations to file a Form ID, Schedule 13Ds and Forms 3, 4 and 5 with the SEC. 

 

Dated:  October 21, 2021    
     
  By: /s/ James T. McClements
  Name:  James T. McClements

 

 

 EX-99.1 4 ea150243ex99-1_rcfacq.htm JOINT FILER INFORMATION

Exhibit 99.1

 

Joint Filer Information

 

Name of Joint Filer: RCF VII Sponsor LLC
   
Address of Joint Filer: c/o RCF Acquisition Corp.
  1400 Sixteenth Street, Suite 200
  Denver, Colorado 80202
   
Relationship of Joint Filer to Issuer: 10% Owner, Director (Director by Deputization).
  Mr. McClements serves as Chairman of the board of
  directors of the Issuer. RCF VII Sponsor LLC
  may be deemed a director by deputization as a
  result of the service of Mr. McClements.
   
Issuer Name and Ticker of Trading Symbol: RCF Acquisition Corp. [RCFA]
   
Date of Event Requiring Statement:
(Month/Day/Year): 11/09/2021
   
Name of Joint Filer: James McClements
   
Address of Joint Filer: c/o RCF Acquisition Corp.
  1400 Sixteenth Street, Suite 200
  Denver, Colorado 80202
   
Relationship of Joint Filer to Issuer: 10% Owner, Director
   
Issuer Name and Ticker of Trading Symbol: RCF Acquisition Corp. [RCFA]
   
Date of Event Requiring Statement:
(Month/Day/Year): 11/09/2021