UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

Commission File Number 001-41332

RF ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware

61-1991323

(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification No.)

111 Somerset, #05-06

Singapore 238164

(Address of principal executive offices and zip code)

+65 6904 0766

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock, one redeemable warrant, and one right to receive one-tenth of one share of Class A common stock	RFACU	The Nasdaq Stock Market LLC

Share of Class A common stock, par value $0.0001 per share	RFAC	The Nasdaq Stock Market LLC

Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share	RFACW	The Nasdaq Stock Market LLC

Rights, each right receives one-tenth of one share of Class A common stock	RFACR	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of August 23, 2022, there were 11,700,000 of the registrant’s Class A common stock, par value $0.0001 per share, and 2,875,000 of the registrant’s Class B common stock, par value $0.0001 per share, issued and outstanding.

Table of Contents

RF ACQUISITION CORP.

TABLE OF CONTENTS

		Page
PART 1 - FINANCIAL INFORMATION

Item 1.	FINANCIAL STATEMENTS	1

	Condensed Balance Sheets as of June 30, 2022 (Unaudited) and December 31, 2021	1

	Condensed Statements of Operations for the Three and Six Months ended June 30, 2022, for the Three Months ended June 30, 2021 and for the period from January 11, 2021 (inception) through June 30, 2021 (Unaudited)	2

	Condensed Statements of Changes in Stockholder’s Equity (Deficit) for the Three and Six Months ended June 30, 2022, for the Three Months ended June 30, 2021 and for the period from January 11, 2021 (inception) through June 30, 2021 (Unaudited)	3

	Condensed Statements of Cash Flows for the Six Months ended June 30, 2022 and for the period from January 11, 2021 (inception) through June 30, 2021 (Unaudited)	5

	Notes to Condensed Financial Statements (Unaudited)	6

Item 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	21

Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	26

Item 4.	CONTROLS AND PROCEDURES	26

PART II - OTHER INFORMATION

Item 1.	LEGAL PROCEEDINGS	27

Item 1A.	RISK FACTORS	27

Item 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	27

Item 3.	DEFAULTS UPON SENIOR SECURITIES	28

Item 4.	MINE SAFETY DISCLOSURES	28

Item 5.	OTHER INFORMATION	28

Item 6.	EXHIBITS	29

SIGNATURES		30

Table of Contents

PART 1 – FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

RF ACQUISITION CORP.

CONDENSED BALANCE SHEETS


	June 30,		December 31,
	2022		2021
	(Unaudited)
ASSETS
Current assets
Cash	$	397,945	$	—
Prepaid expenses - Current		296,416		—
Total Current Assets		694,361		—
Deferred offering costs		—		606,059
Prepaid expenses – Noncurrent		206,252		—
Investments held in Trust Account		116,253,264		—
TOTAL ASSETS		117,153,877	$	606,059
LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities
Accounts payable and accrued expenses	$	146,136	$	226,514
Franchise tax payable		99,254		31,123
Due to sponsor		416,179		355,184
Total Liabilities		661,569		612,821
Commitments and Contingencies (Note 6)
Class A common stocks; 11,500,000 and 0 shares subject to possible redemption at $10.10 per share redemption value at June 30, 2022 and December 31, 2021, respectively		116,150,000		—
Stockholders’ Equity (Deficit)
Preferred Stock - $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding at June 30, 2022 and December 31, 2021		—		—
Class A Common Stock, $0.0001 par value; 380,000,000 shares authorized; 200,000 issued and outstanding (excluding 11,500,000 and 0 shares subject to redemption) at June 30, 2022 and December 31, 2021, respectively		20		20
Class B Common Stock, $0.0001 par value; 20,000,000 shares authorized, 2,875,000 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively		288		288
Additional paid-in capital		591,051		24,712
Accumulated Deficit		(249,051)		(31,782)
Total Stockholders’ Equity (Deficit)		342,308		(6,762)
TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	117,153,877	$	606,059

The accompanying notes are an integral part of the unaudited condensed financial statements.

Table of Contents

RF ACQUISITION CORP.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)


							For the period
	For the Three		For the Three		For the Six		from January 11, 2021
	Months Ended		Months Ended		Months Ended		(inception) through
	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021
Formation costs and other operating expenses	$	274,202	$	—	$	274,202		659
Loss from operations		(274,202)		—		(274,202)		(659)
Other income (expense):
Interest income, net		155,202		—		156,298		—
Franchise tax expenses		(50,000)		—		(99,365)		—
Total Other Income (expense), net		105,202		—		56,933		—
Loss before provision for income taxes		(169,000)		—		(217,269)		(659)
Provision for income taxes		—		—		—		—
Net loss		(169,000)		—		(217,269)		(659)
Weighted average shares outstanding of Class A common shares, redeemable		11,500,000		—		5,955,801		—
Basic and diluted net loss per share, Class A common shares, redeemable		(0.01)		—		(0.02)		—
Weighted average shares outstanding, Class A and Class B common shares non-redeemable (1)		3,075,000		2,500,000		2,890,608		2,500,000
Basic and diluted net loss per share, Class A and Class B common shares, non-redeemable		(0.01)		(0.00)		(0.02)		(0.00)

(1)	For the three months ended June 30, 2021 and for the period from January 11, 2021 (inception) through June 30, 2021, 375,000 Class B common shares subject to forfeiture were excluded.

The accompanying notes are an integral part of the unaudited condensed financial statements.

Table of Contents

RF ACQUISITION CORP.

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE SIX MONTHS ENDED JUNE 30, 2022

(UNAUDITED)


	Class A			Class B			Additional				Total
	Common Shares			Common Shares			Paid-in		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Equity (Deficit)
Balance—December 31, 2021	200,000	$	20	2,875,000	$	288	$	24,712	$	(31,782)	$	(6,762)
Accretion of Class A common stock to redemption amount	—		—	—		—		(12,390,780)		—		(12,390,780)
Offering costs paid through IPO	—		—	—		—		(24,766)		—		(24,766)
Costs related to issuance of EBC shares	—		—	—		—		519,415		—		519,415
Proceeds allocated to Public Warrants	—		—	—		—		850,000		—		850,000
Proceeds allocated to Rights	—		—	—		—		6,920,000		—		6,920,000
Warrants issuance costs	—		—	—		—		(94,647)		—		(94,647)
Rights issuance costs	—		—	—		—		(237,903)		—		(237,903)
Amount received on sale of private warrants	—		—	—		—		5,000,000		—		5,000,000
Net loss for the period	—		—	—		—		—		(48,269)		(48,269)
Balance—March 31, 2022 (unaudited)	200,000	$	20	2,875,000	$	288	$	566,031	$	(80,051)	$	486,288
Proceeds from issuance of founder shares to Sponsor	—		—	—		—		25,020		—		25,020
Net loss for the period	—		—	—		—		—		(169,000)		(169,000)
Balance—June 30, 2022 (unaudited)	200,000	$	20	2,875,000	$	288	$	591,051	$	(249,051)	$	342,308

The accompanying notes are an integral part of the unaudited condensed financial statements.

Table of Contents

RF ACQUISITION CORP.

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE PERIOD FROM JANUARY 11, 2021 (INCEPTION) THROUGH JUNE 30, 2021

(UNAUDITED)


	Class A			Class B			Additional				Class B		Total
	Common Shares			Common Shares			Paid-in		Accumulated		Common Subscription		Stockholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Receivable		Equity
Balance—January 11, 2021 (inception)	—	$	—	—	$	—	$	—	$	—	$	—	$	—
Issuance of Class B common stock to Sponsor	—		—	2,875,000		288		24,712		—		—		25,000
Class B common stock subscription to sponsors	—		—	—		—		—		—		(5,000)		(5,000)
Net loss for the period	—		—	—		—		—		(659)		—		(659)
Balance—March 31, 2021 (unaudited)	—		—	2,875,000	$	288	$	24,712	$	(659)	$	(5,000)	$	19,341
Net loss for the period	—		—	—		—		—		—		—		—
Balance—June 30, 2021 (unaudited)	—	$	—	2,875,000	$	288	$	24,712	$	(659)	$	(5,000)	$	19,341

The accompanying notes are an integral part of the unaudited condensed financial statements.

Table of Contents

RF ACQUISITION CORP.

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)


			For the period
	For the Six		January 11, 2021
	Months Ended		(inception) through
	June 30, 2022		June 30, 2021
Cash Flows from Operating Activities:
Net loss	$	(217,269)	$	(659)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on Investments held in trust Account		(156,298)		—
Changes in operating assets and liabilities:
Prepaid expenses		(502,668)		—
Accounts payable and accrued expenses		(427,239)		659
Due to Sponsor		30,000		—
Franchise tax payable		68,131		—
Net cash used in operating activities	$	(1,205,343)	$	—
Cash Flows from Investing Activities:
Investment of cash into Trust Account		(116,150,000)		—
Trust Account Withdrawal		53,034		—
Net cash used in investing activities	$	(116,096,966)	$	—

Cash Flows from Financing Activities:
Proceeds from issuance of founder shares to Sponsor		25,020		—
Proceeds from sale of Units, net of underwriting discounts paid		112,700,000		—
Offering costs paid through IPO		(24,766)		—
Proceeds from sale of Private Placement Warrants		5,000,000		—
Net cash provided by financing activities	$	117,700,254	$	—

Net Change in Cash		397,945		—
Cash – Beginning of period		—		—
Cash – End of period	$	397,945	$	—

SEC Form 10-Q filed by RF Acquisition Corp.