Perception Capital Corp. IV (RCFAF) Form 4 RCF Acquisition / James T McClements ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

RCF VII Sponsor LLC

(Last) (First) (Middle)

C/O RCF ACQUISITION CORP.

1400 WEWATTA STREET SUITE 850

(Street)

DENVER CO 80202

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
RCF Acquisition Corp. [ RCFA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/06/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Ordinary Shares	11/06/2023		S(1)		1,673,750	D	(1)	3,683,749	D(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

RCF VII Sponsor LLC

(Last) (First) (Middle)

C/O RCF ACQUISITION CORP.

1400 WEWATTA STREET SUITE 850

(Street)

DENVER CO 80202

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

McClements James T

(Last) (First) (Middle)

C/O RCF ACQUISITION CORP.

1400 WEWATTA STREET SUITE 850

(Street)

DENVER CO 80202

(City) (State) (Zip)

Explanation of Responses:

1. On November 2, 2023, the Reporting Person entered into a Securities Purchase Agreement with a certain third party purchaser named therein (the "Purchaser"), pursuant to which on November 6, 2023, the Reporting Person sold the securities reported herein to the Purchaser for an aggregate purchase price of $1.00.

2. 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.

	By: /s/ Jordan Leon, Attorney-in-Fact for RCF VII Sponsor LLC	11/08/2023
	By: /s/ Jordan Leon, Attorney-in-Fact for James McClements	11/08/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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