RCF Acquisition Corp. appointed Rick Gaenzle as new CEO

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


Director and Officer Resignations and Appointments


In connection with the Closing of the transactions contemplated by the Purchase Agreement, on November 6, 2023: (i) each of the Company's then-current directors, James McClements, Sunny S. Shah, Thomas M. Boehlert, Hugo Dryland, Elodie Grant Goodey, Timothy Baker, and Daniel Malchuk, resigned as directors, and the Company accepted their resignations; (ii) the vacancies on the Company's board of directors caused by such resignations were filled by Scott Honour, Rick Gaenzle, R. Rudolph Reinfrank, Thomas J. Abood and Karrie Willis (the "New Directors"); (iii) each of the Company's then-current officers, Sunny S. Shah, Thomas M. Boehlert and Rebecca Coffelt, resigned as Chief Executive Officer, Chief Financial Officer, and Secretary, respectively, and the Company accepted their resignations; and (iv) the appointments of Rick Gaenzle as Chief Executive Officer, John Stanfield as Chief Financial Officer and Secretary, Scott Honour as Chairman of the Board, and Tao Tan as President (the "New Officers") became effective. R. Rudolph Reinfrank, Thomas J. Abood and Karrie Willis will serve as members of the Company's Audit Committee, Nominating Committee and Compensation Committee.


Rick Gaenzle, age 58, will serve as our Chief Executive Officer. Mr. Gaenzle has over 30 years of private equity investment and corporate finance experience; he is a co-founder and currently serves as a Managing Director of Gilbert Global Equity Capital, L.L.C., the principal investment advisor to Gilbert Global Equity Partners, L.P. and related entities, a $1.2 billion leveraged buyout and private equity fund. Mr. Gaenzle has spent the last 28 years at Gilbert Global and its predecessor entity, completing over 110 direct equity investments, co-investments and add-on acquisitions for portfolio companies. He also serves as the Chief Executive Officer and a member of the board of directors of Perception Capital Corp. III, and previously served in that same role on Perception Capital Corp. II. Previously, Mr. Gaenzle was a Principal of Soros Capital L.P., the principal venture capital and leveraged equity entity of the Quantum Group of Funds and a principal advisor to Quantum Industrial Holdings Ltd. Prior to joining Soros Capital, Mr. Gaenzle held various positions at PaineWebber Inc. Mr. Gaenzle currently serves as an Operating Partner of NPGand Chairman of Lake Street Homes, a single-family rental investment vehicle. Mr. Gaenzle previously served on the boards of CPM Holdings, Inc., True Temper Corp, Optical Capital Group, Inc., Birch Telecommunications, Inc., E-via S.p.A., Tinka-ServiCos de Consultoria, S.A., the LaserSharp Corporation and Sustainable Opportunities Acquisition Corp. ("SOAC"), where he also served as Chairman of the Audit Committee. Mr. Gaenzle holds a B.A. from Hartwick College and an M.B.A. from Fordham University.


Tao Tan, age 38, will serve as our President. Mr. Tan has nearly 15 years of experience across finance, strategy and business transformation. He serves as Co-President of Perception Capital Corp. III, and previously served as Co-President of Perception Capital Corp. II. Prior to joining Perception, Mr. Tan was an officer and a senior advisor to multiple investing and operating entities. Until 2020, Mr. Tan was an Associate Partner at McKinsey & Company's New York office. At McKinsey, Mr. Tan led teams across the firm's transformation and private equity & principal investor practices, where he drove comprehensive performance transformation and turnaround programs for companies with revenues ranging from $200 million to $25 billion across multiple industries and continents. Most recently, Mr. Tan helped found, launch and lead McKinsey's SPAC service line, and served in a leadership role in McKinsey's COVID-19 client response team. Prior to McKinsey, Mr. Tan was a Senior Associate at Rose Tech Ventures, where he led the firm's first-round investment in JUMP Bikes, which was subsequently sold to Uber in 2018. Prior to Rose Tech Ventures, Mr. Tan served in investment banking and capital markets roles at Bank of America Merrill Lynch and Lehman Brothers. Mr. Tan is a member of the Council on Foreign Relations and of the Economic Club of New York. He serves as Co-President of Perception Capital Corp. II, Mr. Tan received his B.A. and his M.B.A, both with honors, from Columbia University in the City of New York, where he was an Erwin Wolfson Scholar and a Toigo Foundation Fellow.


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John Stanfield will serve as our Chief Financial Officer. Mr. Stanfield, age 42, has significant experience with U.S. GAAP, finance, operations, and taxation demonstrated over several years and several billion dollars of enterprise value in the private equity and alternative asset industry. He has been a Certified Public Accountant since 2006 and has served as senior principal with Stanfield & Associates, a public accounting firm specializing in the private equity industry and international taxation, since 2011. Mr. Stanfield has also served as Chief Executive Officer at Aequum Capital, LLC, a tech-enabled commercial lender, since August 2023 and Chief Financial Officer at Welsbach Technology Metals Acquisition Corp. (Nasdaq:WTMAU) since December 2021. He held the role of Co-President at Aequum from September 2021 to August 2023. Previously, he served as Chief Executive Officer of Lorem LLC, a provider of accounting services for special purpose acquisition companies, from May 2021 to September 2022, and as Chief Financial Officer at LQD Business Finance, a national fintech startup, from 2018 to September 2020. Mr. Stanfield holds a B.A. and an M.S.T. from the University of Illinois Urbana-Champaign and an M.S.A from DePaul University.


At the Closing, the Sponsor, Perception, the New Officers, and the New Directors entered into an Amended and Restated Letter Agreement, which amends and restates the Letter Agreement, dated November 9, 2021, by and among the Company, the Sponsor, and the Company's former executive officers and directors and their affiliates. The Amended and Restated Letter Agreement provides for, among other things, (i) Perception to be subject to the same transfer, voting, and non-redemption restrictions with respect to its Class A and Shares and private placement warrants as the Sponsor was subject prior to the Closing with respect to such Class A Shares and private placement warrants, (ii) the removal of the contractual transfer restrictions from the Class A Shares and private placement warrants retained by the Sponsor, and (iii) Perception's assumption of the Sponsor's indemnification obligations under Section 4 of the original Letter Agreement. The foregoing description of the Amended and Restated Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Letter Agreement, a copy of which is attached as Exhibit 10.4 hereto and is incorporated herein by reference.


In addition, each of the New Officers and New Directors are expected to enter into a standard indemnity agreement. The form of the Company's standard indemnification agreement is included as Exhibit 10.5 to the Registration Statement on Form S-1 (File No. 333-260462) filed by the Company with the Securities and Exchange Commission on October 25, 2021.


Other than the foregoing, none of the New Directors or New Officers are party to any arrangement or understanding with any person pursuant to which he or she was appointed as director, nor is he or she party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company. None of our directors or officers will receive any cash compensation for services rendered to us.


Termination of Employment Agreement


In connection with Sunny Shah's resignation as Chief Executive Officer, pursuant to the Purchase Agreement, the Company and Mr. Shah entered into a letter agreement on November 6, 2023 (the "Employment Termination Date"), terminating his Employment Agreement with the Company dated September 1, 2022 (the "Employment Agreement"). The letter agreement between Mr. Shah and the Company provides that the Company will (i) pay the sum of $12,500 to Mr. Shah as a payment in lieu of notice owed under the Employment Agreement through the next available payroll following the Employment Termination Date and (ii) make a payment in lieu of Mr. Shah's accrued but untaken holiday entitlement.


The foregoing description of the letter agreement does not purport to be complete and is qualified in its entirety by reference to the letter agreement, a copy of which is attached as Exhibit 10.5 hereto.


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