Form 8-K - Current report

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): December 20, 2023

 

RF Acquisition Corp.

(Exact name of registrant as specified in its charter)

 

Delaware		001-41332		61-1991323
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

111 Somerset, #05-06

Singapore 238164

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: [phone]

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company x

 

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. ¨

 

 

 

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-balance Sheet Arrangement of a Registrant.

 

The disclosure contained in Item 5.07 of this Current Report on Form 8-K is incorporated herein by reference.

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

The disclosure contained in Item 5.07 of this Current Report on Form 8-K is incorporated herein by reference.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

On December  20, 2023, RF Acquisition Corp., a Delaware corporation (the “Company” or “RFAC”) held a special meeting of stockholders (the “Special Meeting”), at which holders of 6,437,410 shares, composed of 6,437,410 Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and no Class B common stock, par value $0.0001 per share (together with the Class A Common Stock, the “Common Stock”), were present in person or by proxy, representing approximately 89.62% of the voting power of the 7,183,027 issued and outstanding Common Stock entitled to vote at the Special Meeting as of the close of business on December 4, 2023, which was the record date for the Special Meeting.

 

In connection with the Special Meeting, stockholders properly elected to redeem an aggregate of 1,363,378 Class A Common Stock at a redemption price of approximately $10.72 per share (the “Redemption”), for an aggregate redemption amount of approximately $14,619,421. Following the Redemption, approximately $29,430,708 will remain in the RFAC trust account (the “Trust Account”), not including the extension payment of $225,000 made by the Sponsor, as described below.

 

 

 

1.

Extension Amendment Proposal

 

At the Special Meeting, the Company’s stockholders approved the proposal (the “Extension Amendment Proposal”) to amend the Company’s second amended and restated certificate of incorporation (the “Existing Charter”) to give the Company the right to extend the date by which it has to consummate a business combination from December 28, 2023 to September 28, 2024, composed of an initial three-month extension and six subsequent one-month extensions, for a total of up to nine months after December 28, 2023, by depositing into the Trust Account (A) for the initial three-month extension, the lesser of (i) $225,000 or (ii) $0.09 for each share of the Company’s Class A Common Stock not redeemed in connection with the Extension Amendment Proposal, and (B) for each of the six subsequent one-month extensions, the lesser of (i) $75,000 or (ii) $0.03 for each share of Class A Common Stock not redeemed in connection with the Extension Amendment Proposal, until September 28, 2024 in exchange for a non-interest-bearing, unsecured promissory note payable upon consummation of a business combination.

 

The following is a tabulation of the votes with respect to the Extension Amendment Proposal, which was approved by the Company’s stockholders:

 

Common Stock Votes For		Common Stock Votes Against		Common Stock Abstentions
6,224,122		213,288		0

 

2.

NTA Amendment Proposal

 

Shareholders approved the proposal (the “NTA Amendment Proposal”) to amend the Company’s Existing Charter to remove the net tangible asset requirement in order to expand the methods that the Company may employ so as to not become subject to the “penny stock” rules of the United States Securities and Exchange Commission. The NTA Amendment Proposal received the following votes:

 

Common Stock Votes For		Common Stock Votes Against		Common Stock Abstentions
6,224,122		213,288		0

 

On December 27, 2023, the Company filed a certificate of amendment to its Existing Charter with the Secretary of State of the State of Delaware to reflect the Extension Amendment Proposal and the NTA Amendment Proposal (collectively the “Charter Amendments”). The foregoing description of the Charter Amendments is qualified in its entirety by reference to the full text of the Charter Amendments, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

As a result of the approval of the Charter Amendments, the Company’s sponsor (or one or more of its affiliates or third-party designees) (the “Sponsor”) made a deposit (the “Extension Payment”) into the Trust Account on December 27, 2023 in the amount of $225,000, which was equal to the lesser of (i) $225,000 or (ii) $0.09 for each share of the Company’s Class A Common Stock not redeemed in connection with the Charter Amendment Proposal, in exchange for a non-interest-bearing, unsecured promissory note issued by RFAC to the Sponsor that will not be repaid in the event that the Company is unable to close a business combination unless there are funds available outside the Trust Account to do so.

 

 

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit Number		Title
3.1		Certificate of Amendment to Second Amended and Restated Certificate of Incorporation of RF Acquisition Corp.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	RF Acquisition Corp.
	By:	/s/ Tse Meng Ng
		Name:	Tse Meng Ng
		Title:	Chief Executive Officer
Dated: December 27, 2023

 

 

 

Exhibit 3.1

 

CERTIFICATE OF AMENDMENT
OF THE
SECOND AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
RF ACQUISITION CORP.

 

RF Acquisition Corp., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows:

 

1.	The Second Amended and Restated Certificate of Incorporation of the Corporation, dated March 29, 2023 (the “Charter”) is hereby amended by deleting Section 9.1(a) thereof in its entirety and inserting the following in lieu thereof:

 

(a) Prior to the consummation of the initial Business Combination, the Corporation shall provide all holders of Offering Shares with the opportunity to have their Offering Shares redeemed upon the consummation of the initial Business Combination pursuant to, and subject to the limitations of, Sections 9.2(b) and 9.2(c) (such rights of such holders to have their Offering Shares redeemed pursuant to such Sections, the “Redemption Rights”) hereof for cash equal to the applicable redemption price per share determined in accordance with Section 9.2(b) hereof (the “Redemption Price”). Notwithstanding anything to the contrary contained in this Second Amended and Restated Certificate, there shall be no Redemption Rights or liquidating distributions with respect to any warrant issued pursuant to the Offering. Such obligation to redeem Offering Shares is subject to the completion of the proposed initial Business Combination to which it relates.

 

2.	The Charter is hereby further amended by deleting Section 9.2(b) thereof in its entirety and inserting the following in lieu thereof:

 

(b) Immediately after the Offering, a certain amount of the net offering proceeds received by the Corporation in the Offering (including the proceeds of any exercise of the underwriters’ over-allotment option) and certain other amounts specified in the Corporation’s registration statement on Form S-1, as initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 20, 2021, as amended (the “Registration Statement”), shall be deposited in a trust account (the “Trust Account”), established for the benefit of the Public Stockholders (as defined below) pursuant to a trust agreement described in the Registration Statement. Except for the withdrawal of interest to pay taxes (less up to $100,000 interest to pay dissolution expenses), none of the funds held in the Trust Account (including the interest earned on the funds held in the Trust Account) will be released from the Trust Account until the earliest to occur of (i) the completion of the initial Business Combination, (ii) the redemption of 100% of the Offering Shares (as defined below) if the Corporation is unable to complete its initial Business Combination within 21 months from the closing of the Offering (the “Deadline Date”), provided that Sponsor may decide to extend the Deadline Date by which it has to consummate a Business Combination by up to nine months, composed of an initial three-month extension and six subsequent one-month extensions (or up to 30 months from the closing of the Offering), provided that Sponsor (or its designees) must deposit into the Trust Account (A) for the initial three-month extension, the lesser of (i) $225,000 or (ii) $0.09 for each Class A Common Stock not redeemed in accordance with Section 9.7 of this Second Amended and Restated Certificate, and (B) for each of the six subsequent one-month extensions, the lesser of (i) $75,000 or (ii) $0.03 for each Class A Common Stock not redeemed in accordance with Section 9.7 of this Second Amended and Restated Certificate, in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of a Business Combination, and (iii) the redemption of shares in connection with a vote seeking to amend any provisions of this Second Amended and Restated Certificate relating to stockholders’ rights or pre-initial Business Combination activity (as described in Section 9.7). Holders of shares of Common Stock included as part of the units sold in the Offering (the “Offering Shares”) (whether such Offering Shares were purchased in the Offering or in the secondary market following the Offering and whether or not such holders are the Sponsor or officers or directors of the Corporation, or affiliates of any of the foregoing) are referred to herein as “Public Stockholders.”

 

 

 

3.	The Charter is hereby further amended by deleting Section 9.2(e) thereof in its entirety and inserting the following in lieu thereof:

 

(e) If the Corporation offers to redeem the Offering Shares in conjunction with a stockholder vote on an initial Business Combination, the Corporation shall consummate the proposed initial Business Combination only if such initial Business Combination is approved by the affirmative vote of the holders of a majority of the shares of the Common Stock that are voted at a stockholder meeting held to consider such initial Business Combination.

 

4.	The Charter is hereby further amended by deleting Section 9.2(f) thereof in its entirety.

 

5.	The Charter is hereby further amended by deleting Section 9.7 thereof in its entirety and inserting the following in lieu thereof:

 

Additional Redemption Rights. If, in accordance with Section 9.1(a), any amendment is made to Section 9.2(d) to modify the substance or timing of the ability of Public Stockholders to seek redemption in connection with an initial Business Combination or the Corporation’s obligation to redeem 100% of the Offering Shares if the Corporation has not consummated an initial Business Combination by the Deadline Date, the Public Stockholders shall be provided with the opportunity to redeem their Offering Shares upon the approval of any such amendment, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Corporation to pay its taxes, divided by the number of then outstanding Offering Shares.

 

6.	The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the DGCL.

 

[Remainder of page intentionally left blank]

 

 

 

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed and acknowledged this 27th day of December, 2023.

 

	RF ACQUISITION CORP.
	By:		/s/ Tse Meng Ng
		Name:	Tse Meng Ng
		Title:	Chief Executive Officer

 

 

Cover	Dec. 20, 2023
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 20, 2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-41332
Entity Registrant Name	RF Acquisition Corp.
Entity Central Index Key	0001847607
Entity Tax Identification Number	61-1991323
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	111 Somerset
Entity Address, Address Line Two	#05-06
Entity Address, Country	SG
Entity Address, Postal Zip Code	238164
City Area Code	+65
Local Phone Number	6904 0766
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
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 [Member]
Document Information [Line Items]
Title of 12(b) Security	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
Trading Symbol	RFACU
Security Exchange Name	NASDAQ
Common Class A [Member]
Document Information [Line Items]
Title of 12(b) Security	Share of Class A common stock, par value $0.0001 per share
Trading Symbol	RFAC
Security Exchange Name	NASDAQ
Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share
Trading Symbol	RFACW
Security Exchange Name	NASDAQ
Rights Each Right Receives One Tenth Of One Share Of Class A Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Rights, each right receives one-tenth of one share of Class A common stock
Trading Symbol	RFACR
Security Exchange Name	NASDAQ

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