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, 2024

☐ 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 22, 2024, there were 5,819,649 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, 2024 (Unaudited) and December 31, 2023	1

	Condensed Statements of Operations for the Three and Six Months ended June 30, 2024 (Unaudited) and June 30, 2023 (Unaudited)	2

	Condensed Statements of Changes in Stockholders’ Deficit for the Three and Six Months ended June 30, 2024 (Unaudited) and June 30, 2023 (Unaudited)	3

	Condensed Statements of Cash Flows for the Six Months ended June 30, 2024 (Unaudited) and June 30, 2023 (Unaudited)	4

	Notes to Condensed Financial Statements (Unaudited)	5

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

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28

Item 4.	Controls and Procedures	28

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	30

Item 1A.	Risk Factors	30

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	30

Item 3.	Defaults Upon Senior Securities	31

Item 4.	Mine Safety Disclosures	31

Item 5.	Other Information	31

Item 6.	Exhibits	32

Table of Contents

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

RF ACQUISITION CORP.

CONDENSED BALANCE SHEETS


	June 30,		December 31,
	2024		2023
	(Unaudited)
ASSETS
Current assets
Cash	$	118,349	$	188,235
Prepaid expenses - current		42,500		57,967
Income tax receivable		7,839		—
Total Current Assets		168,688		246,202
Cash held in Trust Account		30,643,229		29,718,024
TOTAL ASSETS	$	30,811,917	$	29,964,226
LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued expenses	$	1,616,655	$	1,524,167
Deferred offering costs		399,220		—
Franchise tax payable		99,950		38,750
Income tax payable		—		50,465
Excise tax payable		906,736		906,736
Promissory note – related party		1,526,339		1,202,992
Due to sponsor		1,474,099		1,392,629
Total Liabilities	$	6,022,999	$	5,115,739
Commitments and Contingencies (Note 6)
Class A common stocks, 2,744,649 shares subject to possible redemption at June 30, 2024 and December 31, 2023, respectively		30,451,118		29,528,809
Stockholders’ Deficit
Preferred Stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding at June 30, 2024 and December 31, 2023		—		—
Class A Common Stock, $0.0001 par value; 380,000,000 shares authorized; 3,075,000 shares issued and outstanding (excluding 2,744,649 shares subject to redemption) at June 30, 2024 and December 31, 2023		308		308
Class B Common Stock, $0.0001 par value; 20,000,000 shares authorized; 0 issued and outstanding at June 30, 2024 and December 31, 2023		—		—
Additional paid-in capital		—		—
Accumulated Deficit		(5,662,508)		(4,680,630)
Total Stockholders’ Deficit		(5,662,200)		(4,680,322)
TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ DEFICIT	$	30,811,917	$	29,964,226

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 Three Months Ended				For the Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
Formation costs and other operating expenses	$	369,446	$	586,781	$	592,615	$	1,365,167
Loss from operations		(369,446)		(586,781)		(592,615)		(1,365,167)
Other income (expense):
Interest income		390,194		498,136		774,742		1,724,795
Franchise tax expenses		(50,000)		(50,000)		(100,000)		(100,996)
Tax underpayment penalty		—		(11,719)		—		(11,719)
Total other income, net		340,194		436,417		674,742		1,612,080
Income (loss) before income taxes		(29,252)		(150,364)		82,127		246,913
Provision for income taxes		(71,441)		(94,109)		(141,696)		(340,998)
Net loss	$	(100,693)	$	(244,473)	$	(59,569)	$	(94,085)
Weighted average shares outstanding of Class A common shares, redeemable		2,744,649		4,351,718		2,744,649		7,906,113
Basic and diluted net loss per share, Class A common shares, redeemable	$	(0.02)	$	(0.03)	$	(0.01)	$	(0.01)
Weighted average shares outstanding, Class A and Class B common shares, non-redeemable		3,075,000		3,075,000		3,075,000		3,075,000
Basic and diluted net loss per share, Class A and Class B common shares, non-redeemable	$	(0.02)	$	(0.03)	$	(0.01)	$	(0.01)

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’ DEFICIT

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024

(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, 2023	3,075,000	$	308	—		—	—	$	(4,680,630)	$	(4,680,322)
Accretion of Class A common stock subject to possible redemption	—		—	—		—	—		(378,094)		(378,094)
Net income for the period	—		—	—		—	—		41,124		41,124
Balance - March 31, 2024	3,075,000	$	308	—		—	—	$	(5,017,600)	$	(5,017,292)
Accretion of Class A common stock subject to possible redemption	—		—	—		—	—		(544,215)		(544,215)
Net loss for the period	—		—	—		—	—		(100,693)		(100,693)
Balance—June 30, 2024 (unaudited)	3,075,000	$	308	—		—	—	$	(5,662,508)	$	(5,662,200)

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 common stock 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 common stock 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.

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RF ACQUISITION CORP.

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	For the Six		For the Six
	Months Ended		Months Ended
	June 30, 2024		June 30, 2023
Cash Flows from Operating Activities:
Net loss	$	(59,569)	$	(94,085)
Adjustments to reconcile net income to net cash used in operating activities:

SEC Form 10-Q filed by RF Acquisition Corp.