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 September 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 November 14, 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 September 30, 2022 (Unaudited) and December 31, 2021	1

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

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

	Condensed Statements of Cash Flows for the Nine Months ended September 30, 2022 and for the period from January 11, 2021 (inception) through September 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


	September 30,		December 31,
	2022		2021
	(Unaudited)
ASSETS
Current assets
Cash	$	284,987	$	—
Prepaid expenses - Current		283,400		—
Total Current Assets		568,387		—
Deferred offering costs		—		606,059
Prepaid expenses – Noncurrent		133,828		—
Investments held in Trust Account		116,775,120		—
TOTAL ASSETS	$	117,477,335	$	606,059
LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities
Accounts payable and accrued expenses	$	200,254	$	226,514
Franchise tax payable		130,580		31,123
Income tax payable		115,025		—
Due to sponsor		446,179		355,184
Total Liabilities		892,038		612,821
Commitments and Contingencies (Note 6)
Class A common stocks; 11,500,000 and 0 shares subject to possible redemption at $10.12 per share redemption value at September 30, 2022 and December 31, 2021, respectively		116,429,515		—
Stockholders’ Equity (Deficit)
Preferred Stock - $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding at September 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 September 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 September 30, 2022 and December 31, 2021, respectively		288		288
Additional paid-in capital		311,535		24,712
Accumulated Deficit		(156,062)		(31,782)
Total Stockholders’ Equity (Deficit)		155,782		(6,762)
TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	117,477,335	$	606,059

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

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RF ACQUISITION CORP.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)


							For the period
	For the Three		For the Three		For the Nine		from January 11, 2021
	Months Ended		Months Ended		Months Ended		(inception) through
	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
Formation costs and other operating expenses	$	282,791	$	—	$	556,993		659
Loss from operations		(282,791)		—		(556,993)		(659)
Other income (expense):
Interest income, net		540,805		—		697,103		—
Franchise tax expenses		(50,000)		—		(149,365)		—
Total Other Income (expense), net		490,805		—		547,738		—
Net Income (Loss) before provision for income taxes		208,014		—		(9,255)		(659)
Provision for income taxes		(115,025)		—		(115,025)		—
Net income (loss)	$	92,989	$	—	$	(124,280)	$	(659)
Weighted average shares outstanding of Class A common shares, redeemable		11,500,000		—		7,879,562		—
Basic and diluted net income (loss) per share, Class A common shares, redeemable	$	0.01	$	—	$	(0.01)	$	—
Weighted average shares outstanding, Class A and Class B common shares non-redeemable (1)		3,075,000		2,500,000		2,953,193		2,500,000
Basic and diluted net income (loss) per share, Class A and Class B common shares, non-redeemable	$	0.01	$	—	$	(0.01)	$	(0.00)

(1)	For the three months ended September 30, 2021 and for the period from January 11, 2021 (inception) through September 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.

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RF ACQUISITION CORP.

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 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	—		—	—		—		—		(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	—		—	—		—		—		(169,000)		(169,000)
Balance-June 30, 2022 (unaudited)	200,000	$	20	2,875,000	$	288	$	591,051	$	(249,051)	$	342,308
Accretion of Class A ordinary shares subject to possible redemption	—		—	—		—		(279,515)		—		(279,515)
Net income	—		—	—		—		—		92,989		92,989
Balance—September 30, 2022 (unaudited)	200,000	$	20	2,875,000	$	288	$	311,535	$	(156,062)	$	155,782

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

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RF ACQUISITION CORP.

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

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

(UNAUDITED)

Class A

Class B

Additional

Class B

Total

Common Shares

Paid-in

Accumulated

Common Subscription

Stockholders’

Shares

Amount

Shares

Amount

Capital

Deficit

Receivable

Equity

Balance—January 11, 2021 (inception)

—

SEC Form 10-Q filed by RF Acquisition Corp.