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 March 31, 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 May 26, 2023, there were 4,308,027 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.


		Page
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements	1

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

	Condensed Statements of Operations for the three months ended March 31, 2023 (Unaudited) and March 31, 2022 (Unaudited)	2

	Condensed Statements of Changes in Stockholders’ Equity (Deficit) for the three months ended March 31, 2023 (Unaudited) March 31, 2022 (Unaudited)	3

	Condensed Statements of Cash Flows for the three months ended March 31, 2023 (Unaudited) and March 31, 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


	March 31,		December 31,
	2023		2022
	(Unaudited)
ASSETS
Current assets
Cash	$	162,564	$	19,759
Prepaid expenses - current		276,703		283,400
Total Current Assets		439,267		303,159
Prepaid expenses – non-current		—		61,403
Investments held in Trust Account		119,069,559		117,724,476
TOTAL ASSETS	$	119,508,826	$	118,089,038
LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ EQUITY DEFICIT
Current liabilities
Accounts payable and accrued expenses	$	676,428	$	140,312
Franchise tax payable		50,000		174,355
Income tax payable		550,779		303,890
Note payable – related party		220,000		—
Stockholders redemption payable		76,054,240		—
Due to sponsor		866,929		476,179
Total Liabilities		78,418,376		1,094,736
Commitments and Contingencies (Note 6)
Class A common stocks, 11,500,000 shares subject to possible redemption at March 31, 2023 and December 31, 2022 (1)		42,314,540		117,146,232
Stockholders’ Deficit
Preferred Stock, $0.0001 par value; 1,000,000 shares authorized; none issues and outstanding at March 31, 2023 and December 31, 2022		—		—
Class A Common Stock, $0.0001 par value; 380,000,000 shares authorized; 200,000 issued and outstanding (excluding 11,500,000 shares subject to redemption) at March 31, 2023 and December 31, 2022 (1)		20		20
Class B Common Stock, $0.0001 par value; 20,000,000 shares authorized, 2,875,000 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively		288		288
Additional paid-in capital		—		—
Accumulated Deficit		(1,224,398)		(152,238)
Total Stockholders’ Deficit		(1,224,090)		(151,930)
TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ DEFICIT	$	119,508,826	$	118,089,038



	For the Three Months Ended
	March 31,
	2023		2022
Formation costs and other operating expenses	$	778,386	$	—
Loss from operations		(778,386)		—
Other income (expense):
Interest income		1,226,659		1,096
Franchise tax expenses		(50,996)		(49,365)
Income (loss) before income taxes		397,277		(48,269)
Provision for income taxes		(246,889)		—
Net income (loss)	$	150,388	$	(48,269)
Weighted average shares outstanding of Class A common shares, redeemable		11,500,000		550,000
Basic and diluted net income (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		3,075,000		2,504,167
Basic and diluted net income (loss) per share, Class A and Class B common shares, non-redeemable	$	0.01	$	(0.02)


	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)


	For the Three		For the Three
	Months Ended		Months Ended
	March 31, 2023		March 31, 2022
Cash Flows from Operating Activities:
Net income (loss)	$	150,388	$	(48,269)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest earned on Investments held in trust Account		(1,226,659)		(1,096)
Changes in operating assets and liabilities:
Prepaid expenses		68,100		(545,000)
Accounts payable and accrued expenses		536,116		545,000
Due to sponsor		390,750		—
Income tax payable		246,889		—
Franchise tax payable		(124,355)		49,365
Net cash provided by operating activities	$	41,229	$	—
Cash Flows from Investing Activities:
Investment of cash into Trust Account		(300,000)		(116,150,000)
Trust account withdrawal		181,576		—
Net cash used in investing activities	$	(118,424)	$	(116,150,000)

Cash Flows from Financing Activities:
Proceeds from promissory note – related party		220,000		—
Proceeds from sale of Units, net of underwriting discounts paid		—		112,700,000
Recoverable expenses paid		—		(24,766)
Proceeds from sale of Private Placement Warrants		—		5,000,000
Net cash provided by financing activities	$	220,000	$	117,675,234

Net Change in Cash		142,805		1,525,234
Cash – Beginning of period		19,759		—
Cash – End of period	$	162,564	$	1,525,234

Non-cash investing and financing activities:
Deferred offering costs included in accrued offering costs	$	—	$	346,861
Offering costs included in due to sponsor	$	—	$	30,995
Accretion of Class A common stock subject to possible redemption	$	1,222,548	$	12,390,780
Stockholders redemption payable	$	76,054,240	$	—


Gross proceeds	$	115,000,000
Less:
Proceeds allocated to Public Warrants		(850,000)
Proceeds allocated to Rights		(6,920,000)
Total offering costs		(3,803,330)
Add:
Warrants issuance cost		94,647
Rights issuance cost		237,904
Accretion of carrying value to redemption value		13,387,011
Class A common stock subject to possible redemption at December 31, 2022	$	117,146,232
Less:
Stockholder redemption of 7,391,973 shares at redemption value		(76,054,240)
Add:
Accretion of carrying value to redemption value		1,222,548
Class A common stock subject to possible redemption at March 31, 2023	$	42,314,540

SEC Form 10-Q filed by RF Acquisition Corp.