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): May 128, 2025

Rigel Resource Acquisition Corp

(Exact Name of Registrant as Specified in Charter)

Cayman Islands		001-41022		98-1594226
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

7 Bryant Park 1045 Avenue of the Americas, Floor 25 New York, NY		10018
(Address of Principal Executive Offices)		(Zip Code)

(646) 453-2672

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

☐	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))

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).

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class:		Trading Symbol(s)		Name of Each Exchange on Which Registered:
None		None		None

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 41.01. ~~Changes~~Entry ininto ~~Registrant’s~~a ~~Certifying~~Material ~~Accountant~~Definitive Agreement.

On May ~~November 1~~13, ~~2024~~2025, ~~CBIZ~~Rigel ~~CPAs~~Resource ~~P.C.~~Acquisition ~~(“CBIZ~~Corp ~~CPAs”) acquired~~ (the ~~attestation business of Marcum LLP (~~“~~Marcum~~Company”), ~~and~~entered ~~substantially~~into ~~all of the partners and staff that provided attestation services for Marcum joined CBIZ CPAs. Accordingly, on May 12, 2025, as~~ a ~~result~~Promissory ofNote (the ~~acquisition,~~“Extension ~~Marcum~~Loan”) with ~~resigned~~its assponsor, ~~the independent registered public accounting firm of~~ Rigel Resource Acquisition ~~Corp~~Holding ~~(“we,”~~LLC ~~“our,” “us,” “Rigel” or~~ (the “~~company~~Sponsor”) and, ~~with~~Orion ~~the~~Mine ~~approval~~Finance ofGP ~~the~~III ~~Audit~~LP ~~Committee, CBIZ CPAs was engaged as our independent registered public accounting firm for the fiscal year ending December 31, 2025~~(“Orion”).

~~The~~Pursuant to ~~audit~~the ~~reports~~Extension ofLoan, ~~Marcum~~the onSponsor ~~our~~and ~~consolidated~~Orion ~~financial~~have ~~statements~~agreed asthat ofthey ~~and~~will ~~for~~contribute to the ~~fiscal~~Company ~~years~~as ~~ended~~a ~~December 31,~~loan ~~2024~~(each ~~and~~loan ~~December 31,~~being ~~2023,~~referred to ~~respectively,~~herein ~~did~~as ~~not~~a ~~contain~~“Contribution”) in an ~~adverse~~amount ~~opinion~~equal orto athe ~~disclaimer~~lesser of ~~opinion~~(x) $60,000 and (y) $0.03 for each Public Share (as defined below) that was not ~~qualified~~redeemed orin ~~modified~~connection with the Special Meeting (as todefined ~~uncertainty~~below), ~~audit~~for ~~scope,~~each month (or ~~accounting~~a ~~principles,~~pro ~~except~~rata ~~for~~portion thereof if less than a ~~paragraph~~month) ~~relating~~until the earlier of (i) the date of the extraordinary general meeting held in connection with the shareholder vote to ~~substantial~~approve ~~doubt~~an ~~about~~initial Business Combination and (ii) August 9, 2025. The Contributions will be deposited into the Company’s Trust ~~ability~~Account. toThe ~~continue~~Extension Loan will not bear any interest and will be repayable by the Company upon the earlier of the date by which the Company must complete an initial Business Combination and the consummation of the Company’s initial Business Combination. The maturity date of the Extension Loan may be accelerated upon the occurrence of an Event of Default (as adefined ~~going~~therein). ~~concern~~Any outstanding principal under the Extension Loan may be prepaid at any time by the Company, at its election and without penalty.

~~During the fiscal years~~The ~~ended~~foregoing ~~December 31,~~description ~~2024 and December 31, 2023, and through May 12, 2025, there were (a) no “disagreements” (as defined in Item 304(a)(1)(iv)~~ of ~~Regulation S-K and~~ the ~~related~~Extension ~~instructions)~~Loan ~~with~~does ~~Marcum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if~~ not ~~resolved~~purport to ~~the~~be ~~satisfaction~~complete ofand ~~Marcum,~~is ~~would~~qualified ~~have caused Marcum to make reference to such disagreement~~ in its ~~report~~entirety ~~and~~by ~~(b) no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K) other than~~ the ~~fact~~terms ~~that~~and ~~our management~~conditions ~~concluded~~of ~~there existed material weakness in our internal controls over financial reporting for~~ the ~~fiscal~~Extension ~~years ended December 31~~Loan, ~~2024~~a ~~and~~copy ~~December 31, 2023, as disclosed in Part II, Item 9A~~ of ~~the~~which ~~Company’s~~is ~~Annual~~attached ~~Report~~hereto onas ~~Form~~Exhibits 10-K.1 ~~for~~and ~~the~~incorporated ~~years~~herein ~~ended~~by ~~December 31, 2024 and 2023~~reference.

~~During~~Item ~~the~~2.03 ~~fiscal~~Creation ~~years ended December 31, 2024 and December 31, 2023, and through May 12, 2025, neither we nor anyone on our behalf consulted with CBIZ CPAs regarding (i) the application~~ of ~~accounting principles to~~ a ~~specific~~Direct ~~completed~~Financial orObligation ~~contemplated transaction~~ or ~~regarding~~an ~~the~~Obligation ~~type~~under ~~of audit opinions that might be rendered by CBIZ CPAs on our financial statements, and CBIZ CPAs did not provide any written or oral advice that was~~ an ~~important~~Off-Balance ~~factor~~Sheet ~~considered~~Arrangement ~~by us in reaching a decision as to any such accounting, auditing, or financial reporting issue or (ii) any matter that was either the subject~~ of a ~~“disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as defined in Item 304(a)(1)(v) of Regulation S-K)~~Registrant.

WeThe information ~~provided~~disclosed ~~Marcum~~under ~~with~~Item a1.01 ~~copy~~ of this Current Report ~~prior~~on toForm ~~its filing with the Securities and Exchange Commission (the “SEC”) and requested that Marcum furnish us with a letter addressed to the SEC, pursuant to Item 304(a)(3) of Regulation S~~8-K, ~~stating~~is ~~whether~~incorporated itby ~~agrees~~reference ~~with~~into ~~the~~this ~~above~~Item ~~statements and, if it does not agree, the respects in which it does not agree~~2.03 Ato ~~copy of~~ the ~~letter,~~extent required ~~dated as of May 12, 2025, is filed as Exhibit 16~~herein.~~1 to this Current Report.~~

Item 95.0103 ~~Financial~~Amendments ~~Statements~~to ~~and~~Articles ~~Exhibits~~of Incorporation or Bylaws; Change in Fiscal Year.

~~(d) Exhibits.~~ The information ~~following~~disclosed ~~exhibits~~in ~~are~~Item ~~filed~~5.07 ~~with~~of this Current Report on Form 8-K: is incorporated by reference into this Item 5.03 to the extent required herein.

Exhibit No.		Description of Exhibits
16.1		Letter of Marcum LLP to the Securities and Exchange Commission dated May 12, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~SIGNATURE~~Item 5.07 Submission of Matters to a Vote of Security Holders.

~~Pursuant~~On May to8, 2025, the ~~requirements~~Company held a special meeting (the “Special Meeting”) at which holders of 10,848,119 of the ~~Securities~~Company’s ordinary ~~Exchange~~shares, ~~Act~~comprised of ~~1934~~3,348,119 asClass ~~amended~~A Ordinary Shares and 7,500,000 Class B ordinary shares, par value $0.0001 per share (“Class B Ordinary Shares”), were present in person or by proxy, representing approximately 74.1% of the ~~registrant~~voting ~~has~~power ~~duly~~of ~~caused~~the ~~this~~14,629,550 then-issued ~~report~~and outstanding ordinary shares of the Company, comprised of 7,129,558 Class A Ordinary Shares and 7,500,000 Class B Ordinary Shares, entitled to bevote ~~signed~~at the Special Meeting at the close of business on ~~its~~January ~~behalf~~10, by2025, which was the ~~undersigned~~record ~~hereunto~~date ~~duly~~(the ~~authorized~~“Record Date”) for the Special Meeting. Shareholders of record as of the Record Date are referred to herein as “Shareholders”. In connection with the Extension Amendment (as defined below), the holders of 4,489,188 Class A Ordinary Shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $11.90 per share, for an aggregate redemption amount of approximately $53,413,646, leaving approximately $31,415,879 in the Company’s trust account. A summary of the voting results at the Special Meeting for each of the proposals is set forth below.

	RIGEL RESOURCE ACQUISITION CORP
Date: May 12, 2025	By:	/s/ Jonathan Lamb
	Name:	Jonathan Lamb
	Title:	Chief Executive Officer

Proposal 1

The Shareholders approved the proposal to amend the Company’s Amended and Restated Memorandum and Articles of Association (the “Charter”) to extend the date by which the Company must either (1) consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company with one or more businesses or entities (a “Business Combination”) or (2) (i) cease its operations, except for the purpose of winding up if it fails to complete an initial Business Combination, and (ii) redeem all of the Class A ordinary shares, par value $0.0001 per share, of the Company, included as part of the units sold in the Company’s initial public offering, which was consummated on November 9, 2021, from May 9, 2025 to August 9, 2025, or such earlier date as determined by the Company’s board of directors (the “Extension,” and such proposal, the “Extension Proposal”). The voting results for the Extension Proposal were as follows:

Votes For		Votes Against		Votes Abstaining
10,682,122		165,997		0

Proposal 2

The proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there were insufficient votes for, or otherwise in connection with, the approval of the Extension Proposal was not presented at the Special Meeting since the Extension Proposal each received a sufficient number of votes for approval.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. These forward-looking statements and factors that may cause such differences include, without limitation, uncertainties relating to our ability to complete an initial Business Combination and other risks and uncertainties indicated from time to time in our filings with the U.S. Securities and Exchange Commission (the “SEC”), including under the caption “Risk Factors” in the reports we file with the SEC. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits. The following exhibits are filed with this Form 8-K:

Exhibit No.		Description of Exhibits
3.1		Amendment to Amended and Restated Memorandum and Articles of Association of the Company.
10.1		Promissory Note, dated as of May 13, 2025, by and between Rigel Resource Acquisition Corp, Rigel Resource Acquisition Holding LLC and Orion Mine Finance GP III LP.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	RIGEL RESOURCE ACQUISITION CORP

Date: May 14, 2025	By:	/s/ Jonathan Lamb
	Name:	Jonathan Lamb
	Title:	Chief Executive Officer

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