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, 2023

☐ 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 001-41584

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 22, 2023, there were 7,183,027 of the registrant’s Class A Common Stock, par value $0.0001 per share, and 0 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 I. FINANCIAL INFORMATION

Item 1.	Financial Statements	1

	Condensed Balance Sheets as of June 30, 2023 (Unaudited) and December 31, 2022	1

	Condensed Statements of Operations for the Three and Six Months ended June 30, 2023 (Unaudited) and June 30, 2022 (Unaudited)	2

	Condensed Statements of Changes in Stockholders’ Equity (Deficit) for the Three and Six Months ended June 30, 2023 (Unaudited) and June 30, 2022 (Unaudited)	3

	Condensed Statements of Cash Flows for the Six Months ended June 30, 2023 (Unaudited) and June 30, 2022 (Unaudited)	5

	Notes to Condensed Financial Statements (Unaudited)	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27

Item 4.	Controls and Procedures	27

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	28

Item 1A.	Risk Factors	28

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	28

Item 3.	Defaults Upon Senior Securities	29

Item 4.	Mine Safety Disclosures	29

Item 5.	Other Information	29

Item 6.	Exhibits	30

Table of Contents

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

RF ACQUISITION CORP.

CONDENSED BALANCE SHEETS

(UNAUDITED)


	June 30,		December 31,
	2023		2022
	(Unaudited)
ASSETS
Current assets
Cash	$	285,476	$	19,759
Prepaid expenses - current		204,316		283,400
Total Current Assets		489,792		303,159
Prepaid expenses – non-current		—		61,403
Investments held in Trust Account		43,217,846		117,724,476
TOTAL ASSETS	$	43,707,638	$	118,089,038
LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued expenses	$	940,734	$	140,312
Franchise tax payable		20,000		174,355
Income tax payable		340,998		303,890
Excise tax payable		760,542		—
Promissory note – related party		583,000		—
Due to sponsor		976,929		476,179
Total Liabilities		3,622,203		1,094,736
Commitments and Contingencies (Note 6)
Class A common stocks, 4,108,027 and 11,500,000 shares subject to possible redemption at June 30, 2023 and December 31, 2022, respectively		42,756,848		117,146,232
Stockholders’ Deficit
Preferred Stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding at June 30, 2023 and December 31, 2022		—		—
Class A Common Stock, $0.0001 par value; 380,000,000 shares authorized; 3,075,000 and 200,000 shares issued and outstanding (excluding 4,108,027 and 11,500,000 shares subject to redemption) at June 30, 2023 and December 31, 2022, respectively₍₁₎		308		20
Class B Common Stock, $0.0001 par value; 20,000,000 shares authorized; 0 and 2,875,000 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively₍₁₎		—		288
Additional paid-in capital		—		—
Accumulated Deficit		(2,671,721)		(152,238)
Total Stockholders’ Deficit		(2,671,413)		(151,930)
TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ DEFICIT	$	43,707,638	$	118,089,038

(1) On June 26, 2023 the Company converted all issued and outstanding shares of Class B Common Stock to Class A Common Stock on a one-for-one basis.

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 Three Months Ended				For the Six Months Ended
	June 30,				June 30,
	2023		2022		2023		2022
Formation costs and other operating expenses	$	586,781	$	274,202	$	1,365,167	$	274,202
Loss from operations		(586,781)		(274,202)		(1,365,167)		(274,202)
Other income (expense):
Interest income		498,136		155,202		1,724,795		156,298
Franchise tax expenses		(50,000)		(50,000)		(100,996)		(99,365)
Tax underpayment penalty		(11,719)		—		(11,719)		—
Total other income, net		436,417		105,202		1,612,080		56,933
Income (loss) before income taxes		(150,364)		(169,000)		246,913		(217,269)
Provision for income taxes		(94,109)		—		(340,998)		—
Net income (loss)	$	(244,473)	$	(169,000)	$	(94,085)	$	(217,269)
Weighted average shares outstanding of Class A common shares, redeemable		4,351,718		11,500,000		7,906,113		5,955,801
Basic and diluted net income (loss) per share, Class A common shares, redeemable	$	(0.03)	$	(0.01)	$	(0.01)	$	(0.02)
Weighted average shares outstanding, Class A and Class B common shares, non-redeemable		3,075,000		3,075,000		3,075,000		2,890,608
Basic and diluted net income (loss) per share, Class A and Class B common shares, non-redeemable	$	(0.03)	$	(0.01)	$	(0.01)	$	(0.02)

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’ DEFICIT

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023

(UNAUDITED)


	Class A			Class B			Additional				Total
	Common Shares			Common Shares			Paid-in		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance—December 31, 2022	200,000	$	20	2,875,000	$	288	$	—	$	(152,238)	$	(151,930)
Accretion of Class A ordinary shares subject to possible redemption	—		—	—		—		—		(1,222,548)		(1,222,548)
Net income for the period	—		—	—		—		—		150,388		150,388
Balance—March 31, 2023 (unaudited)	200,000	$	20	2,875,000	$	288	$	—	$	(1,224,398)	$	(1,224,090)
Accretion of Class A ordinary shares subject to possible redemption	—		—	—		—		—		(442,308)		(442,308)
Net loss for the period	—		—	—		—		—		(244,473)		(244,473)
Excise tax on stockholder redemption	—		—	—		—		—		(760,542)		(760,542)
Conversion of Class B ordinary shares to Class A ordinary shares	2,875,000		288	(2,875,000)		(288)		—		—		—
Balance—June 30, 2023 (unaudited)	3,075,000	$	308	—	$	—	$	—	$	(2,671,721)	$	(2,671,413)

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 THREE AND 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)
Recoverable expenses paid	—		—	—		—		(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)		—

SEC Form 10-Q filed by RF Acquisition Corp.