Statistiques de base
| CIK | 1847607 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to RF Acquisition Corp.
SEC Filings (Chronological Order)
Cette page fournit une liste complète et chronologique des documents déposés auprès de la SEC, à l'exclusion des documents relatifs à la participation que nous fournissons ailleurs.
| February 14, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ 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 Acqui |
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| February 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-41332 RF ACQUISITION CORP. (Exact name of registrant as specified in it |
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| February 14, 2025 |
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): February 13, 2025 RF ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41332 61-1991323 (State or other jurisdiction of incorporation) (Commission |
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| February 14, 2025 |
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): February 13, 2025 RF ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41332 61-1991323 (State or other jurisdiction of incorporation) (Commission |
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| February 5, 2025 |
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): February 5, 2025 RF ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41332 61-1991323 (State or other jurisdiction of incorporation) (Commission F |
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| February 5, 2025 |
Exhibit 99.1 GCL GLOBAL LIMITED AND ITS SUBSIDIARIES UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Stated in U.S dollar, except for the number of shares) September 30 March 31 2024 2024 (Unaudited) ASSETS CURRENT ASSETS Cash and cash equivalents $ 7,727,167 $ 2,677,059 Restricted cash 2,577,553 1,656,678 Accounts receivable, net 13,248,026 17,413,086 Amount due from related parties 60,592 21,88 |
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| February 5, 2025 |
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): February 5, 2025 RF ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41332 61-1991323 (State or other jurisdiction of incorporation) (Commission F |
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| February 5, 2025 |
Form of Amendment to Convertible Note Purchase Agreement. Exhibit 10.1 AMENDMENT TO CONVERTIBLE NOTE PURCHASE AGREEMENT This Amendment to Convertible Note Purchase Agreement (the “Amendment”) dated as of the last date on the signature page hereof, is entered into by and among GCL Global Limited, a Cayman Islands exempted company limited by shares (the “Company”), GCL Global Holdings Ltd., a Cayman Islands exempted company limited by shares (“PubCo” or th |
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| February 5, 2025 |
Exhibit 99.1 GCL GLOBAL LIMITED AND ITS SUBSIDIARIES UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Stated in U.S dollar, except for the number of shares) September 30 March 31 2024 2024 (Unaudited) ASSETS CURRENT ASSETS Cash and cash equivalents $ 7,727,167 $ 2,677,059 Restricted cash 2,577,553 1,656,678 Accounts receivable, net 13,248,026 17,413,086 Amount due from related parties 60,592 21,88 |
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| February 5, 2025 |
Form of Amendment to Convertible Note Purchase Agreement. Exhibit 10.1 AMENDMENT TO CONVERTIBLE NOTE PURCHASE AGREEMENT This Amendment to Convertible Note Purchase Agreement (the “Amendment”) dated as of the last date on the signature page hereof, is entered into by and among GCL Global Limited, a Cayman Islands exempted company limited by shares (the “Company”), GCL Global Holdings Ltd., a Cayman Islands exempted company limited by shares (“PubCo” or th |
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| January 23, 2025 |
RF Acquisition Corp. Shareholders Approve Business Combination with GCL Global Holdings Ltd. Exhibit 99.2 RF Acquisition Corp. Shareholders Approve Business Combination with GCL Global Holdings Ltd. Singapore – January 23, 2025 – RF Acquisition Corp. (Nasdaq: RFAC) (“RFAC”), a publicly traded special purpose acquisition company, announced that at its Special Meeting earlier today, January 23, 2025, its stockholders approved the previously announced business combination with GCL Global Lim |
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| January 23, 2025 |
RF Acquisition Corp. Shareholders Approve Business Combination with GCL Global Holdings Ltd. Exhibit 99.2 RF Acquisition Corp. Shareholders Approve Business Combination with GCL Global Holdings Ltd. Singapore – January 23, 2025 – RF Acquisition Corp. (Nasdaq: RFAC) (“RFAC”), a publicly traded special purpose acquisition company, announced that at its Special Meeting earlier today, January 23, 2025, its stockholders approved the previously announced business combination with GCL Global Lim |
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| January 23, 2025 |
Exhibit 99.1 Sent via electronic delivery January 21, 2025 Tse Meng Ng RF Acquisition Corp. 111 Somerset, #05-06 Singapore, 238164 RE: RF Acquisition Corp. (Symbol: RFAC) Nasdaq Listing Qualifications Hearings Docket No. NQ 7049N-24 Dear Mr. Ng: The Nasdaq Hearings Panel (“Panel”) has determined to grant the request of RF Acquisition Corp. (the “Company”) to continue its listing on The Nasdaq Stoc |
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| January 23, 2025 |
Exhibit 99.1 Sent via electronic delivery January 21, 2025 Tse Meng Ng RF Acquisition Corp. 111 Somerset, #05-06 Singapore, 238164 RE: RF Acquisition Corp. (Symbol: RFAC) Nasdaq Listing Qualifications Hearings Docket No. NQ 7049N-24 Dear Mr. Ng: The Nasdaq Hearings Panel (“Panel”) has determined to grant the request of RF Acquisition Corp. (the “Company”) to continue its listing on The Nasdaq Stoc |
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| January 23, 2025 |
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): January 21, 2025 RF ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41332 61-1991323 (State or other jurisdiction of incorporation) (Commission F |
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| January 23, 2025 |
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): January 21, 2025 RF ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41332 61-1991323 (State or other jurisdiction of incorporation) (Commission F |
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| December 31, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi |
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| December 2, 2024 |
Exhibit 99.1 From distributor to developer: GCL's ambition to create Asian IPs for the world Keith Liu on the Singapore-based conglomerate's ambitions to evolve from distributor and publisher to developer, and the specificities of the Southeast Asian markets Image credit: The Gamescom Asia 2024 booth of GCL's publishing branch, 4Divinity | Marie Dealessandri Feature by Marie Dealessandri Deputy Ed |
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| December 2, 2024 |
Exhibit 99.1 From distributor to developer: GCL's ambition to create Asian IPs for the world Keith Liu on the Singapore-based conglomerate's ambitions to evolve from distributor and publisher to developer, and the specificities of the Southeast Asian markets Image credit: The Gamescom Asia 2024 booth of GCL's publishing branch, 4Divinity | Marie Dealessandri Feature by Marie Dealessandri Deputy Ed |
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| December 2, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): November 28, 2024 RF ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41332 61-1991323 (State or other jurisdiction of incorporation) (Commission |
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| December 2, 2024 |
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): November 28, 2024 RF ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41332 61-1991323 (State or other jurisdiction of incorporation) (Commission |
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| November 20, 2024 |
Table of Contents 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, 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 001-413 |
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| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number 001-41332 NOTIFICATION OF LATE FILING (Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: September 30, 2024 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form |
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| November 14, 2024 |
RFAC / RF Acquisition Corp. / Yakira Capital Management, Inc. - SC 13G/A Passive Investment SC 13G/A 1 tm2428143d4sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* RF Acquisition Corp. (Name of Issuer) Share of Class A common stock, par value $0.0001 per share (Title of Class of Securities) 74954L104 (CUSIP Number) NICHOLAS SABATINI, CFO & CCO; 1555 POST ROAD EAST, SUITE 20 |
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| November 13, 2024 |
RFAC / RF Acquisition Corp. / Lighthouse Investment Partners, LLC Passive Investment SC 13G 1 lighthouse-rfac93024.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* RF Acquisition Corp (Name of Issuer) par value $0.0001 per share (Title of Class of Securities) 74954L104 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to |
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| November 4, 2024 |
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): October 30, 2024 RF ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41332 61-1991323 (State or other jurisdiction of incorporation) (Commission F |
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| November 4, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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): October 30, 2024 RF ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41332 61-1991323 (State or other jurisdiction of incorporation) (Commission F |
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| October 18, 2024 |
Exhibit 10.2 THIS NOTE AND THE ORDINARY SHARES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE MAKER OF AN OPINION OF COUNSEL IN THE FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACT |
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| October 18, 2024 |
Exhibit 10.2 THIS NOTE AND THE ORDINARY SHARES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE MAKER OF AN OPINION OF COUNSEL IN THE FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACT |
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| October 18, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): September 30, 2024 RF ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41332 61-1991323 (State or other jurisdiction of incorporation) (Commission |
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| October 18, 2024 |
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): September 30, 2024 RF ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41332 61-1991323 (State or other jurisdiction of incorporation) (Commission |
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| October 18, 2024 |
Form of Convertible Note Purchase Agreement Exhibit 10.1 CONVERTIBLE NOTE PURCHASE AGREEMENT This CONVERTIBLE NOTE PURCHASE AGREEMENT (this “Agreement”) made as of the last date set forth on the signature page hereof among GCL Global Limited, a Cayman Islands exempted company limited by shares (the “Company”), GCL Global Holdings Ltd., a Cayman Islands exempted company limited by shares (“PubCo” or the “Combined Company”), Epicsoft Asia Pte |
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| October 18, 2024 |
Form of Convertible Note Purchase Agreement Exhibit 10.1 CONVERTIBLE NOTE PURCHASE AGREEMENT This CONVERTIBLE NOTE PURCHASE AGREEMENT (this “Agreement”) made as of the last date set forth on the signature page hereof among GCL Global Limited, a Cayman Islands exempted company limited by shares (the “Company”), GCL Global Holdings Ltd., a Cayman Islands exempted company limited by shares (“PubCo” or the “Combined Company”), Epicsoft Asia Pte |
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| October 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 15, 2024 (September 23, 2024) RF ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41332 61-1991323 (State or other jur |
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| October 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 15, 2024 (September 23, 2024) RF ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41332 61-1991323 (State or other jur |
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| October 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) * RF Acquisition Corp. (Name of Issuer) Common (Title of Class of Securities) 74954L104 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Schedu |
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| October 3, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): September 30, 2024 RF ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41332 61-1991323 (State or other jurisdiction of incorporation) (Commission |
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| October 3, 2024 |
Exhibit 2.1 FOURTH Amendment to Merger Agreement This FOURTH Amendment to Merger Agreement (this “Amendment”), dated as of September 30, 2024, is entered into by and among (i) RF Acquisition Corp., a Delaware corporation (“SPAC”), (ii) GCL Global Holdings LTD, a Cayman Islands exempted company limited by shares (“PubCo”), (iii) Grand Centrex Limited, a British Virgin Islands business company (“GCL |
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| October 3, 2024 |
Exhibit 2.1 FOURTH Amendment to Merger Agreement This FOURTH Amendment to Merger Agreement (this “Amendment”), dated as of September 30, 2024, is entered into by and among (i) RF Acquisition Corp., a Delaware corporation (“SPAC”), (ii) GCL Global Holdings LTD, a Cayman Islands exempted company limited by shares (“PubCo”), (iii) Grand Centrex Limited, a British Virgin Islands business company (“GCL |
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| October 3, 2024 |
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): September 30, 2024 RF ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41332 61-1991323 (State or other jurisdiction of incorporation) (Commission |
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| September 24, 2024 |
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, dat |
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| September 24, 2024 |
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): September 23, 2024 RF Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41332 61-1991323 (State or other jurisdiction of incorporation) (Commission |
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| September 17, 2024 |
Press Release, dated September 17, 2024 Exhibit 99.1 RF Acquisition Corp. Announces Updated Per Share Redemption Price in Connection With Upcoming Special Meeting Singapore, September 17, 2024 – RF Acquisition Corp. (“RFAC” or the “Company”) today announced that, in connection with the upcoming special meeting of stockholders scheduled to be held September 23, 2024, the per-share price at which public shares will be redeemed from cash h |
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| September 17, 2024 |
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): September 17, 2024 RF ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41332 61-1991323 (State or other jurisdiction of incorporation) (Commission |
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| September 17, 2024 |
Exhibit 99.1 RF Acquisition Corp. Announces Updated Per Share Redemption Price in Connection With Upcoming Special Meeting Singapore, September 17, 2024 – RF Acquisition Corp. (“RFAC” or the “Company”) today announced that, in connection with the upcoming special meeting of stockholders scheduled to be held September 23, 2024, the per-share price at which public shares will be redeemed from cash h |
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| September 17, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): September 17, 2024 RF ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41332 61-1991323 (State or other jurisdiction of incorporation) (Commission |
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| September 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ |
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| August 23, 2024 |
Table of Contents 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 |
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| August 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ |
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| August 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number 001-41332 NOTIFICATION OF LATE FILING (Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: June 30, 2024 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q |
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| June 26, 2024 |
Table of Contents 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, 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 001-41584 R |
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| June 3, 2024 |
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): June 3, 2024 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 |
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| June 3, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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): June 3, 2024 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 |
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| May 23, 2024 |
Filed by RF Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: RF Acquisition Corp. (File No. 333- 261765) GCL Asia and Wan Xin Culture Technology Company Announce Signing of MOU Allocating USD $100 Million Collaboration to Boost Southeast Asian Gaming Market · Epicsoft Asia, a |
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| May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number 001-41332 NOTIFICATION OF LATE FILING (Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: March 31, 2024 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10- |
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| April 30, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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): April 29, 2024 RF ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41332 61-1991323 (State or other jurisdiction of incorporation) (Commission Fil |
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| April 30, 2024 |
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): April 29, 2024 RF ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41332 61-1991323 (State or other jurisdiction of incorporation) (Commission Fil |
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| April 25, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ 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 Acqui |
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| April 25, 2024 |
RF Acquisition Corp. Clawback Policy Exhibit 97.1 RF ACQUISITION CORP. CLAWBACK POLICY RF Acquisition Corp. (the “Company”) will recover reasonably promptly the amount of erroneously awarded incentive-based compensation in the event that the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any require |
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| April 25, 2024 |
Exhibit 4.6 DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 We are a Delaware corporation and our affairs are governed by our Charter and the DGCL. Pursuant to our Charter, we are authorized to issue 400,000,000 shares of common stock, $0.0001 par value each, including 380,000,000 shares of Class A Common Stock and 20,000,000 shares o |
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| April 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number 001-41332 NOTIFICATION OF LATE FILING (Check one): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: December 31, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form |
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| February 22, 2024 |
US74954L1044 / RF Acquisition Corp. / Shaolin Capital Management LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 14, 2024 |
US74954L1044 / RF Acquisition Corp. / Meteora Capital, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) * RF Acquisition Corp. (Name of Issuer) Common (Title of Class of Securities) 74954L104 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Sched |
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| February 8, 2024 |
US74954L1044 / RF Acquisition Corp. / WOLVERINE ASSET MANAGEMENT LLC - SC 13G Passive Investment SC 13G 1 ef20020134sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* (Name of Issuer) RF Acquisition Corp. Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 74954L104 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) C |
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| February 2, 2024 |
Exhibit 2.1 THIRD Amendment to Merger Agreement This THIRD Amendment to Merger Agreement (this “Amendment”), dated as of January 31, 2024, is entered into by and among (i) RF Acquisition Corp., a Delaware corporation (“SPAC”), (ii) GCL Global Holdings LTD, a Cayman Islands exempted company limited by shares (“PubCo”), (iii) Grand Centrex Limited, a British Virgin Islands business company (“GCL BVI |
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| February 2, 2024 |
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): January 31, 2024 RF ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41332 61-1991323 (State or other jurisdiction of incorporation) (Commission F |
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| February 2, 2024 |
Exhibit 2.1 THIRD Amendment to Merger Agreement This THIRD Amendment to Merger Agreement (this “Amendment”), dated as of January 31, 2024, is entered into by and among (i) RF Acquisition Corp., a Delaware corporation (“SPAC”), (ii) GCL Global Holdings LTD, a Cayman Islands exempted company limited by shares (“PubCo”), (iii) Grand Centrex Limited, a British Virgin Islands business company (“GCL BVI |
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| February 2, 2024 |
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): January 31, 2024 RF ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41332 61-1991323 (State or other jurisdiction of incorporation) (Commission F |
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| January 16, 2024 |
Exhibit 99.1 The information below is an English translation of an article published on or about January 15, 2024, in the January/February 2024 issue of the Fortune Times, a magazine published online and throughout southeast Asia. The article was originally published in Chinese. Attempts to provide an accurate translation of the article in Chinese have been made, but slight differences may exist d |
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| January 16, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): January 15, 2024 RF ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41332 61-1991323 (State or other jurisdiction of incorporation) (Commission F |
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| January 16, 2024 |
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): January 15, 2024 RF ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41332 61-1991323 (State or other jurisdiction of incorporation) (Commission F |
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| January 16, 2024 |
Exhibit 99.1 The information below is an English translation of an article published on or about January 15, 2024, in the January/February 2024 issue of the Fortune Times, a magazine published online and throughout southeast Asia. The article was originally published in Chinese. Attempts to provide an accurate translation of the article in Chinese have been made, but slight differences may exist d |
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| January 10, 2024 |
US74954L1044 / RF Acquisition Corp. / Vivaldi Asset Management, LLC - 13G/A RFAC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* RF Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 74954L104 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designa |
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| December 27, 2023 |
Amendment to Second Amended and Restated Certificate of Incorporation of RF Acquisition Corp. 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, dat |
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| December 27, 2023 |
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 |
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| December 18, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 15, 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 |
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| December 18, 2023 |
Exhibit 99.1 RF Acquisition Corp. (RFAC) Interview CEO Tse Meng Ng on Money FM – Under the Radar December 15, 2023 Speakers: · Chua Tian Tian, Presenter, Money FM · Tse Meng Ng, Chief Executive Officer, RF Acquisition Corp. Tian: You’re listening to Money FM 89.3, and it’s now time for Under the Radar with me Chua Tian Tian. Now how does a SPAC merger work exactly and how does a special purpose ac |
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| December 18, 2023 |
Exhibit 2.1 SECOND AMENDMENT TO MERGER AGREEMENT This SECOND AMENDMENT TO MERGER AGREEMENT (this “Amendment”), dated as of December 15, 2023, is entered into by and among (i) RF Acquisition Corp., a Delaware corporation (“SPAC”), (ii) GCL Global Holdings LTD, a Cayman Islands exempted company limited by shares (“PubCo”), (iii) Grand Centrex Limited, a British Virgin Islands business company (“GCL |
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| December 18, 2023 |
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 15, 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 |
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| December 18, 2023 |
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 15, 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 |
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| December 18, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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 15, 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 |
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| December 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State |
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| December 14, 2023 |
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 13, 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 |
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| December 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| December 7, 2023 |
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 1, 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 F |
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| December 7, 2023 |
Exhibit 2.1 FIRST Amendment to Merger Agreement This FIRST Amendment to Merger Agreement (this “Amendment”), dated as of December 1, 2023, is entered into by and among (i) RF Acquisition Corp., a Delaware corporation (“SPAC”), (ii) GCL Global Holdings LTD, a Cayman Islands exempted company limited by shares (“PubCo”), (iii) Grand Centrex Limited, a British Virgin Islands business company (“GCL BVI |
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| December 7, 2023 |
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 1, 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 F |
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| December 7, 2023 |
Exhibit 2.1 FIRST Amendment to Merger Agreement This FIRST Amendment to Merger Agreement (this “Amendment”), dated as of December 1, 2023, is entered into by and among (i) RF Acquisition Corp., a Delaware corporation (“SPAC”), (ii) GCL Global Holdings LTD, a Cayman Islands exempted company limited by shares (“PubCo”), (iii) Grand Centrex Limited, a British Virgin Islands business company (“GCL BVI |
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| November 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| November 14, 2023 |
Table of Contents 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, 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 001-415 |
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| October 23, 2023 |
Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among RF ACQUISITION CORP., GCL GLOBAL HOLDINGS LTD, GRAND CENTREX LIMITED, GCL GLOBAL LIMITED, and RF DYNAMIC LLC dated as of October 18, 2023 table of contents Page Article I DEFINITIONS 7 Section 1.1 Definitions 7 Section 1.2 Construction 25 Section 1.3 Knowledge 26 Article II TRANSACTIONS; CLOSING 27 Section 2.1 Pre-Closing Acti |
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| October 23, 2023 |
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): October 18, 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 F |
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| October 23, 2023 |
Exhibit 10.2 Execution Version SHAREHOLDER SUPPORT AGREEMENT This Shareholder Support Agreement (this “Agreement”), dated as of October 18, 2023, is entered into by and among GCL Global Holdings LTD, a Cayman Islands company (“PubCo”), RF Acquisition Corp., a Delaware corporation (“SPAC”), Grand Centrex Limited, a British Virgin Islands business company (the “Company”), and the shareholder of the |
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| October 23, 2023 |
Exhibit 10.1 Execution Version SPONSOR SUPPORT AGREEMENT This Sponsor Support Agreement (this “Agreement”), dated as of October 18, 2023, is entered into by and among RF Dynamic LLC, a Delaware limited liability company (the “Sponsor”), RF Acquisition Corp., a Delaware corporation (“SPAC”), GCL Global Holdings LTD, a Cayman Islands company (“PubCo”), and Grand Centrex Limited, a British Virgin Isl |
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| October 23, 2023 |
Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among RF ACQUISITION CORP., GCL GLOBAL HOLDINGS LTD, GRAND CENTREX LIMITED, GCL GLOBAL LIMITED, and RF DYNAMIC LLC dated as of October 18, 2023 table of contents Page Article I DEFINITIONS 7 Section 1.1 Definitions 7 Section 1.2 Construction 25 Section 1.3 Knowledge 26 Article II TRANSACTIONS; CLOSING 27 Section 2.1 Pre-Closing Acti |
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| October 23, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): October 18, 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 F |
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| October 23, 2023 |
Exhibit 10.1 Execution Version SPONSOR SUPPORT AGREEMENT This Sponsor Support Agreement (this “Agreement”), dated as of October 18, 2023, is entered into by and among RF Dynamic LLC, a Delaware limited liability company (the “Sponsor”), RF Acquisition Corp., a Delaware corporation (“SPAC”), GCL Global Holdings LTD, a Cayman Islands company (“PubCo”), and Grand Centrex Limited, a British Virgin Isl |
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| October 23, 2023 |
Exhibit 10.2 Execution Version SHAREHOLDER SUPPORT AGREEMENT This Shareholder Support Agreement (this “Agreement”), dated as of October 18, 2023, is entered into by and among GCL Global Holdings LTD, a Cayman Islands company (“PubCo”), RF Acquisition Corp., a Delaware corporation (“SPAC”), Grand Centrex Limited, a British Virgin Islands business company (the “Company”), and the shareholder of the |
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| October 18, 2023 |
Exhibit 99.1 GCL Asia, a Leading Video Game Publisher & Distributor in Asia, to Go Public via Merger with RF Acquisition Corp ● GCL Asia is a leading video game distribution and publishing group in Asia, with more than 2100 online and offline retail touchpoints for game distribution. ● GCL has been the exclusive distributor in Asia for 50% of the best-selling games since 2011 and has recently expa |
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| October 18, 2023 |
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): October 18, 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 F |
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| October 18, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events 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): October 18, 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 F |
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| October 18, 2023 |
Exhibit 99.1 GCL Asia, a Leading Video Game Publisher & Distributor in Asia, to Go Public via Merger with RF Acquisition Corp ● GCL Asia is a leading video game distribution and publishing group in Asia, with more than 2100 online and offline retail touchpoints for game distribution. ● GCL has been the exclusive distributor in Asia for 50% of the best-selling games since 2011 and has recently expa |
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| August 23, 2023 |
Table of Contents 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 |
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| August 14, 2023 |
SEC FILE NUMBER 001-41332 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 10, 2023 |
US74954L1044 / RF Acquisition Corp. / Vivaldi Asset Management, LLC - RFAC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* RF Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 74954L104 (CUSIP Number) April 30, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate |
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| May 26, 2023 |
RF Acquisition Corp. Receives Notice From Nasdaq Regarding Delayed Quarterly Report Exhibit 99.1 RF Acquisition Corp. Receives Notice From Nasdaq Regarding Delayed Quarterly Report Delaware, May 26, 2023 – RF Acquisition Corp. (NASDAQ: RFACU, RFAC, RFACW, RFACR) (the “Company”) announced today that on May 24, 2023 it received a notice (“Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) stating that the Company is not in compliance with Nasd |
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| May 26, 2023 |
Table of Contents 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 R |
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| May 26, 2023 |
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): May 24, 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 |
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| May 15, 2023 |
SEC FILE NUMBER 001-41332 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 26, 2023 |
Description of Registrant’s Securities Exhibit 4.6 DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 We are a Delaware corporation and our affairs are governed by our Charter and the DGCL. Pursuant to our Charter, we are authorized to issue 400,000,000 shares of common stock, $0.0001 par value each, including 380,000,000 shares of Class A Common Stock and 20,000,000 shares o |
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| April 26, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ 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 Acqui |
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| April 25, 2023 |
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): April 19, 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 Fil |
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| April 25, 2023 |
RF ACQUISITION CORP. ANNOUNCES RECEIPT OF NASDAQ LISTING DELINQUENCY LETTER Exhibit 99.1 RF ACQUISITION CORP. ANNOUNCES RECEIPT OF NASDAQ LISTING DELINQUENCY LETTER Delaware, April 25, 2023 – RF Acquisition Corp. (NASDAQ: RFACU, RFAC, RFACW, RFACR) (the “Company”) announced today that on April 19, 2023 it received a notice (“Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) stating that the Company is not in compliance with Nasdaq L |
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| March 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number 001-41332 NOTIFICATION OF LATE FILING (Check one): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: December 31, 2022 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form |
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| March 30, 2023 |
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): March 24, 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 Fil |
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| March 30, 2023 |
Second Amended and Restated Certificate of Incorporation of RF Acquisition Corp Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF RF ACQUISITION CORP. March 30, 2023 RF Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “RF Acquisition Corp.”. The original certificate of incorporation of the Corporation was filed with the Se |
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| March 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi |
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| March 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| March 3, 2023 |
March 3, 2023 VIA EDGAR Division of Corporation Finance Office of Real Estate & Construction U. |
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| February 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State |
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| February 15, 2023 |
EX-99.1 2 d444876dex991.htm EX-99.1 CUSIP No. 74954L203 SCHEDULE 13G Page 11 of 11 Pages EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Units of RF Acquisition Corp. dated as of February 14, 2023 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of e |
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| February 15, 2023 |
US74954L2034 / RF Acquisition Corp. / Harraden Circle Investments, LLC - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* RF Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 74954L203** (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box |
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| February 14, 2023 |
US74954L1044 / RF Acquisition Corp. / Shaolin Capital Management LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* RF Acquisition Corp. (Name of Issuer) Share of Class A common stock, par value $0.0001 per share (Title of Class of Securities) 74954L104 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to |
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| February 14, 2023 |
US74954L1044 / RF Acquisition Corp. / Vivaldi Asset Management, LLC - RFAC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* RF Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 74954L104 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designat |
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| February 10, 2023 |
SC 13G 1 RFPolar.txt RFPOLAR Securities and Exchange Commission, Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.)* (Name of Issuer) RF Acquisition Corp (Title of Class of Securities) Share of Class A common stock, par value $0.0001 per share (CUSIP Number) 74954L104 (Date of Event Which Requires Filing of this Statement) 12/31/2022 Check the appropriate |
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| January 11, 2023 |
US74954L1044 / RF Acquisition Corp. / Feis Lawrence Michael - SCHEDULE 13G/A Passive Investment Schedule 13G OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 14, 2022 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 29, 2022 |
RF Acquisition Corp. Receives Notice From Nasdaq Regarding Delayed Quarterly Report Exhibit 99.1 RF Acquisition Corp. Receives Notice From Nasdaq Regarding Delayed Quarterly Report Delaware, August 29, 2022 – RF Acquisition Corp. (NASDAQ: RFACU, RFAC, RFACW, RFACR) (the “Company”) announced today that on August 23, 2022 it received a notice (“Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) stating that the Company is not in compliance wit |
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| August 29, 2022 |
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): August 23, 2022 RF Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41332 61-1991323 (State or other jurisdiction of incorporation) (Commission Fi |
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| August 24, 2022 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 15, 2022 |
SEC FILE NUMBER 001-41332 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| July 19, 2022 |
Indemnity Agreement, dated as of July 13, 2022, between RF Acquisition Corp. and Ong Zeng Thou Exhibit 10.1 INDEMNITY AGREEMENT This INDEMNITY AGREEMENT (this ?Agreement?) is made as of July 13, 2022, by and between RF Acquisition Corp., a Delaware corporation (the ?Company?), and Ong Xeng Thou (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly held corporations as directors or officers or in other capacities unless they are provided with |
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| July 19, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): July 13, 2022 RF Acquisition Corp. |
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| July 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): July 8, 2022 RF Acquisition Corp. |
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| June 8, 2022 |
Table of Contents 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, 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 R |
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| June 3, 2022 |
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): June 1, 2022 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 |
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| June 3, 2022 |
RF Acquisition Corp. Receives Notice From Nasdaq Regarding Delayed Quarterly Report Exhibit 99.1 RF Acquisition Corp. Receives Notice From Nasdaq Regarding Delayed Quarterly Report Delaware, June 3, 2022 – RF Acquisition Corp. (NASDAQ: RFACU, RFAC, RFACW, RFACR) (the “Company”) announced today that on June 1, 2022 it received a notice (“Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) stating that the Company is not in compliance with Nasd |
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| May 16, 2022 |
NT 10-Q 1 tm2213440d2nt10q.htm NT 10-Q SEC FILE NUMBER 001-41332 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING CUSIP NUMBERS 74954L 104 74954L 112 74954L 203 74954L 120 (Check one):¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: March 31, 2022 ¨ Transition Report on Form 10-K ¨ |
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| April 13, 2022 |
Financial Statements and Exhibits, Other Events 8-K 1 tm2211585d18k.htm FORM 8-K 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): (March 28, 2022) RF ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41332 61-1991323 (State or other jurisdictio |
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| April 13, 2022 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 99.1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of RF Acquisition Corp. Opinion on the Financial Statement We have audited the accompanying balance sheet of RF Acquisition Corp. (the ?Company?) as of March 28, 2022, and the related notes (collectively referred to as the ?financial statement?). In our opinion, the financial statement p |
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| April 4, 2022 |
Harraden Circle Investments, LLC - SC13G SC 13G 1 brhc10036075sc13g.htm SC13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* RF Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 74954L203** (CUSIP Number) March 24, 2022 (Date of Event Which Requires Filing of this Statement) Ch |
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| March 30, 2022 |
Feis Lawrence Michael - SCHEDULE 13G OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number:3235-0145 Expires:Febuary 28, 2009 Estimated average burden hours per response ....10.4 SCHEDULE 13G Under the Securities and Exchange Act of 1934 (Amendment No. )* RF Acquisition Corp. (Name of Issuer) Class A common stock, par value $ 0.0001 (Title of Class of Securities) 74954L203 (CUSIP Number) Marc |
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| March 29, 2022 |
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): March 28, 2022 (March 23, 2022) RF ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41332 61-1991323 (State or other jurisdiction (Commission (IRS |
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| March 29, 2022 |
Exhibit 10.5 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of March 23, 2022 (as it may from time to time be amended, this ?Agreement?), is entered into by and between RF Acquisition Corp., a Delaware corporation (the ?Company?), and EarlyBirdCapital, Inc. (the ?Purchaser?). WHEREAS, the Company intends to consummate an initial public of |
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| March 29, 2022 |
Exhibit 4.2 RIGHTS AGREEMENT This Rights Agreement (this ?Agreement?) is made as of March 23, 2022, between RF Acquisition Corp., a Delaware corporation, with offices at 111 Somerset, #05-06, Singapore 238164 (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, (the ?Rights Agent?). WHEREAS, the Company has received a firm commitment from EarlyBirdCapital, Inc. |
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| March 29, 2022 |
Amended and Restated Certificate of Incorporation of RF Acquisition Corp EX-3.1 3 tm2210688d1ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF RF ACQUISITION CORP. March 23, 2022 RF Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “RF Acquisition Corp.”. The original certificate of incorporation of th |
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| March 29, 2022 |
RF Acquisition Corp. Announces Closing of $100 Million Initial Public Offering Exhibit 99.1 RF Acquisition Corp. Announces Closing of $100 Million Initial Public Offering Delaware – March 23, 2022 – RF Acquisition Corp. (the “Company”) today announced the pricing of its initial public offering of 10,000,000 units at a price of $10.00 per unit. The units will be listed on the Nasdaq Global Market (“Nasdaq”) and trade under the ticker symbol “RFACU” beginning on March 24, 2022 |
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| March 29, 2022 |
Exhibit 4.1 WARRANT AGREEMENT This agreement (?Agreement?) is made as of March 23, 2022 between RF Acquisition Corp., a Delaware corporation, with offices at 111 Somerset, #05-06, Singapore 238164 (?Company?), and Continental Stock Transfer & Trust Company, a limited purpose trust company, with offices at 1 State Street, 30th Floor, New York, New York 10004, as warrant agent (the ?Warrant Agent?, |
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| March 29, 2022 |
EX-10.4 9 tm2210688d1ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of March 23, 2022 (as it may from time to time be amended, this “Agreement”), is entered into by and between RF Acquisition Corp., a Delaware corporation (the “Company”), and RF Dynamic LLC, a Delaware limited liability company (the “P |
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| March 29, 2022 |
EX-10.3 8 tm2210688d1ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 23, 2022, is made and entered into by and among RF Acquisition Corp., a Delaware corporation (the “Company”), RF Dynamic LLC, a Delaware limited liability company (the “Sponsor”), EarlyBirdCapital, Inc. (“EBC”) and each of the undersigned |
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| March 29, 2022 |
Exhibit 10.1 March 23, 2022 RF Acquisition Corp. 111 Somerset, #05-06 Singapore 238164 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among RF Acquisition Corp., a Delaware corporation (the ?Company?), and EarlyBirdCapital, Inc., (the ? |
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| March 29, 2022 |
Exhibit 10.8 As of April 12, 2021 RF Acquisition Corp. 111 Somerset, #05-06 Singapore 238164 Attention: Tse Meng Ng E-mail: [email protected] Dear Sirs: The undersigned and/or its designees hereby offer to purchase and subscribe for an aggregate of 200,000 shares of Class A common stock ("Shares"), par value $0.0001 per share, of RF Acquisition Corp. ("Company") for an aggregate purchas |
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| March 29, 2022 |
Underwriting Agreement, dated as of March 23, 2022, between the Company and EarlyBirdCapital, Inc. EX-1.1 2 tm2210688d1ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 10,000,000 Units RF ACQUISITION CORP. UNDERWRITING AGREEMENT New York, New York March 23, 2022 EarlyBirdCapital, Inc. 366 Madison Avenue New York, New York 10017 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: RF Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with |
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| March 29, 2022 |
Administrative Services Agreement, dated as of March 23, 2022, between the Company and the Sponsor EX-10.7 12 tm2210688d1ex10-7.htm EXHIBIT 10.7 Exhibit 10.7 RF ACQUISITION CORP. 111 Somerset, #05-06 Singapore 238164 March 23, 2022 RF Dynamic LLC 111 Somerset, #05-06 Singapore 238164 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement (this “Agreement”) by and between RF Acquisition Corp. (the “Company”) and RF Dynamic LLC (“Sponsor”), dated as of the date hereof, |
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| March 29, 2022 |
Securities Subscription Agreement, dated March 23, 2022, between the Company and the Sponsor EX-10.6 11 tm2210688d1ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 RF Acquisition Corp. 111 Somerset, #05-06 Singapore 238164 March 23, 2022 RF Dynamic LLC 111 Somerset, #05-06 Singapore 238164 RE: Securities Subscription Agreement Ladies and Gentlemen: RF Acquisition Corp., a Delaware corporation (the “Company,” “we” or “us”), is pleased to accept the offer made by RF Dynamic LLC, a Delaware limited liab |
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| March 29, 2022 |
EX-10.2 7 tm2210688d1ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 23, 2022, by and between RF Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration s |
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| March 29, 2022 |
RF Acquisition Corp. Announces Closing of $100 Million Initial Public Offering EX-99.2 16 tm2210688d1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 RF Acquisition Corp. Announces Closing of $100 Million Initial Public Offering Delaware – March 28, 2022 – RF Acquisition Corp. (the “Company”) today announced that it has closed its initial public offering of 10,000,000 units, at a price of $10.00 per unit. The units are listed on the Nasdaq Global Market (“Nasdaq”) and began trading unde |
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| March 29, 2022 |
EX-10.11 14 tm2210688d1ex10-11.htm EXHIBIT 10.11 Exhibit 10.11 EARLYBIRDCAPITAL, INC. 366 Madison Avenue New York, New York 10017 March 23, 2022 RF Acquisition Corp. 111 Somerset, #05-06 Singapore 238164 Attn: Tse Meng Ng Ladies and Gentlemen: This is to confirm our agreement whereby RF Acquisition Corp., a Delaware corporation (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to a |
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| March 24, 2022 |
RF Acquisition Corp. 10,000,000 Units 424B4 1 tm217487-16424b4.htm 424B4 TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(4) Registration No. 333-261765 PROSPECTUS RF Acquisition Corp. $100,000,000 10,000,000 Units RF Acquisition Corp. is a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more busine |
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| March 23, 2022 |
8-A12B 1 tm217487d208a12b.htm 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 RF Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 61-1991323 (State of incorporation or organization) (I.R.S. Employer Iden |
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| March 21, 2022 |
RF Acquisition Corp. 111 Somerset, #05-06 Singapore 238164 RF Acquisition Corp. 111 Somerset, #05-06 Singapore 238164 March 21, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Attention: David Link and Paul Cline Re: RF Acquisition Corp. Registration Statement on Form S-1 Filed on March 2, 2021, as amended File No. 333-261765 Dear Mr. Link |
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| March 21, 2022 |
March 18, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: RF Acquisition Corp. Registration Statement on Form S-1 File No. 333-261765 To whom it may concern: Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?A |
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| March 15, 2022 |
Exhibit 4.6 RIGHTS AGREEMENT This Rights Agreement (this ?Agreement?) is made as of [?], 2022 between RF Acquisition Corp., a Delaware corporation, with offices at 111 Somerset, #05-06, Singapore 238164 (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, (the ?Rights Agent?). WHEREAS, the Company has received a firm commitment from EarlyBirdCapital, Inc. (?EBC? |
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| March 15, 2022 |
As filed with the U.S. Securities and Exchange Commission on March 15, 2022. TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on March 15, 2022. Registration No. 333-261765? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? Amendment No. 4 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ? RF Acquisition Corp. (Exact name of registrant as specified in its charter) ? ? Delaware (State or other jurisdi |
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| March 15, 2022 |
EX-FILING FEES 13 tm217487d15ex107.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) RF ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit(1) Maximum Aggregate O |
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| March 15, 2022 |
EX-10.3 8 tm217487d15ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2022 by and between RF Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration stateme |
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| March 15, 2022 |
Specimen Unit Certificate of RF Acquisition Corp Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [ ] RF ACQUISITION CORP. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK, ONE REDEEMABLE WARRANT, AND ONE RIGHT EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK EACH RIGHT ENTITLING THE HOLDER TO PURCHASE ONE-TENTH OF ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of |
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| March 15, 2022 |
EX-10.8 11 tm217487d15ex10-8.htm EXHIBIT 10.8 Exhibit 10.8 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2022 (as it may from time to time be amended, this “Agreement”), is entered into by and between RF Acquisition Corp., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc. (the “Purchaser”). WHEREAS, the Company i |
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| March 15, 2022 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant EX-4.5 4 tm217487d15ex4-5.htm EXHIBIT 4.5 Exhibit 4.5 WARRANT AGREEMENT This agreement (“Agreement”) is made as of [●], 2022 between RF Acquisition Corp., a Delaware corporation, with offices at 111 Somerset, #05-06, Singapore 238164 (“Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, with offices at 1 State Street, 30th Floor, New York, New York 10004, as |
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| March 15, 2022 |
Form of Letter Agreement among the Registrant and our officers, directors and RF Dynamic LLC Exhibit 10.1 [?], 2022 RF Acquisition Corp. 111 Somerset, #05-06 Singapore 238164 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among RF Acquisition Corp., a Delaware corporation (the ?Company?), and EarlyBirdCapital, Inc., (the ?Under |
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| March 15, 2022 |
Form of Underwriting Agreement Exhibit 1.1 10,000,000 Units RF ACQUISITION CORP. UNDERWRITING AGREEMENT New York, New York [*], 2022 EarlyBirdCapital, Inc. 366 Madison Avenue New York, New York 10017 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: RF Acquisition Corp., a Delaware corporation (the ?Company?), hereby confirms its agreement with EarlyBirdCapital, Inc. (the ?Representative?) a |
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| March 15, 2022 |
Form of Private Placement Warrants Purchase Agreement between the Registrant and RF Dynamic LLC EX-10.7 10 tm217487d15ex10-7.htm EXHIBIT 10.7 Exhibit 10.7 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2022 (as it may from time to time be amended, this “Agreement”), is entered into by and between RF Acquisition Corp., a Delaware corporation (the “Company”), and RF Dynamic LLC, a Delaware limited liability company (the “Purch |
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| March 15, 2022 |
Securities Subscription Agreement between the Registrant and RF Dynamic LLC Exhibit 10.5 RF Acquisition Corp. 111 Somerset, #05-06 Singapore 238164 [?], 2022 RF Dynamic LLC 111 Somerset, #05-06 Singapore 238164 RE: Securities Subscription Agreement Ladies and Gentlemen: RF Acquisition Corp., a Delaware corporation (the ?Company,? ?we? or ?us?), is pleased to accept the offer made by RF Dynamic LLC, a Delaware limited liability company (?Subscriber? or ?you?), to purchase |
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| March 7, 2022 |
March 7, 2022 BY EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, NE Washington, DC 20549 Re: RF Acquisition Corp. |
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| March 7, 2022 |
As filed with the U.S. Securities and Exchange Commission on March 7, 2022. TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on March 7, 2022. Registration No. 333-261765? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ? RF Acquisition Corp. (Exact name of registrant as specified in its charter) ? ? Delaware (State or other jurisdic |
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| March 7, 2022 |
EX-FILING FEES 5 tm217487d12ex-filingfees.htm EX-FILING FEES EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) RF ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit( |
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| March 7, 2022 |
Form of Business Combination Marketing Agreement Exhibit 10.11 EARLYBIRDCAPITAL, INC. 366 Madison Avenue New York, New York 10017 [*] 2022 RF Acquisition Corp. 111 Somerset, #05-06 Singapore 238164 Attn: Tse Meng Ng Ladies and Gentlemen: This is to confirm our agreement whereby RF Acquisition Corp., a Delaware corporation (?Company?), has requested EarlyBirdCapital, Inc. (the ?Advisor?) to assist it in connection with the Company merging with, a |
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| January 28, 2022 |
Form of Amended and Restated Certificate of Incorporation Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF RF ACQUISITION CORP. [?], 2022 RF Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?RF Acquisition Corp.?. The original certificate of incorporation of the Corporation was filed with the Secretary of S |
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| January 28, 2022 |
As filed with the U.S. Securities and Exchange Commission on January 28, 2022. TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on January 28, 2022. Registration No. 333-261765? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ? RF Acquisition Corp. (Exact name of registrant as specified in its charter) ? ? Delaware (State or other juris |
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| January 25, 2022 |
Form of Registration Rights Agreement between the Registrant and certain security holders Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [?], 2022, is made and entered into by and among RF Acquisition Corp., a Delaware corporation (the ?Company?), RF Dynamic LLC, a Delaware limited liability company (the ?Sponsor?), EarlyBirdCapital, Inc. (?EBC?) and each of the undersigned parties listed on the signature page hereto under |
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| January 25, 2022 |
EX-99.4 29 tm217487d7ex99-4.htm EXHIBIT 99.4 Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by RF Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 under the Securities Act, to being named as a nomine |
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| January 25, 2022 |
Securities Subscription Agreement between the Registrant and RF Dynamic LLC Exhibit 10.5 RF Acquisition Corp. 111 Somerset, #05-06 Singapore 238164 [●], 2022 RF Dynamic LLC 111 Somerset, #05-06 Singapore 238164 RE: Securities Subscription Agreement Ladies and Gentlemen: RF Acquisition Corp., a Delaware corporation (the “Company,” “we” or “us”), is pleased to accept the offer made by RF Dynamic LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase |
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| January 25, 2022 |
Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of [?], 2022 by and between RF Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, File No. 333-261765 (the ?Reg |
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| January 25, 2022 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant Exhibit 4.5 WARRANT AGREEMENT This agreement (?Agreement?) is made as of [?], 2022 between RF Acquisition Corp., a Delaware corporation, with offices at 111 Somerset, #05-06, Singapore 238164 (?Company?), and Continental Stock Transfer & Trust Company, a limited purpose trust company, with offices at 1 State Street, 30th Floor, New York, New York 10004, as warrant agent (the ?Warrant Agent?, also |
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| January 25, 2022 |
Exhibit 10.6 April 12, 2021 RF Acquisition Corp. 111 Somerset, #05-06 Singapore 238164 Attention: Tse Meng Ng E-mail: [email protected] Dear Sirs: The undersigned and/or its designees hereby offer to purchase and subscribe for an aggregate of 200,000 shares of Class A common stock (?Shares?), par value $0.0001 per share, of RF Acquisition Corp. (?Company?) for an aggregate purchase pric |
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| January 25, 2022 |
Form of Letter Agreement among the Registrant and our officers, directors and RF Dynamic LLC Exhibit 10.1 [?], 2022 RF Acquisition Corp. 111 Somerset, #05-06 Singapore 238164 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among RF Acquisition Corp., a Delaware corporation (the ?Company?), and EarlyBirdCapital, Inc., (the ?Under |
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| January 25, 2022 |
Specimen Class A Common Stock Certificate Exhibit 4.2 NUMBER SHARES C- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [ ] RF ACQUISITION CORP. CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of share(s) of Class A common stock, par value $0.0001 per share (the ?Class A Common Stock?), of RF Acquisition Corp., a Delaware corporation (the ?Company?), transferable on the books of the Company in person or by duly authorized attorney upon sur |
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| January 25, 2022 |
Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [ ] RF ACQUISITION CORP. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK, ONE-HALF OF ONE REDEEMABLE WARRANT, AND ONE RIGHT EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK EACH RIGHT ENTITLING THE HOLDER TO PURCHASE ONE-TENTH OF ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is |
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| January 25, 2022 |
Exhibit 4.3 Form of Warrant Certificate [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW RF Acquisition corp. Incorporated Under the Laws of The State of Delaware CUSIP Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the registered holder of |
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| January 25, 2022 |
EX-14 24 tm217487d7ex14.htm EXHIBIT 14 Exhibit 14 RF ACQUISITION CORP. FORM OF CODE OF ETHICS Effective [●], 2022 I. Introduction The Board of Directors (the “Board”) of RF Acquisition Corp. has adopted this code of ethics (this “Code”), as amended from time to time by the Board and which is applicable to all of the Company’s directors, officers and employees (to the extent that employees are hire |
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| January 25, 2022 |
Form of Business Combination Marketing Agreement Exhibit 10.11 EARLYBIRDCAPITAL, INC. 366 Madison Avenue New York, New York 10017 [*] 2022 RF Acquisition Corp. 111 Somerset, #05-06 Singapore 238164 Attn: Tse Meng Ng Ladies and Gentlemen: This is to confirm our agreement whereby RF Acquisition Corp., a Delaware corporation (?Company?), has requested EarlyBirdCapital, Inc. (the ?Advisor?) to assist it in connection with the Company merging with, a |
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| January 25, 2022 |
EX-10.9 21 tm217487d7ex10-9.htm EXHIBIT 10.9 Exhibit 10.9 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2022, by and between RF ACQUISITION CORP., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacit |
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| January 25, 2022 |
Form of Compensation Committee Charter EX-99.2 27 tm217487d7ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 RF ACQUISITION CORP. COMPENSATION COMMITTEE CHARTER Effective [●], 2022 I. Purposes The Compensation Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of RF Acquisition Corp. (the “Company”) to: (A) assist the Board in overseeing the Company’s employee compensation policies and practices, including (i) determi |
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| January 25, 2022 |
Form of Audit Committee Charter Exhibit 99.1 RF ACQUISITION CORP. AUDIT COMMITTEE CHARTER Effective [?], 2022 I. Purposes The Audit Committee (the ?Committee?) is appointed by the Board of Directors (the ?Board?) of RF Acquisition Corp. (the ?Company?) to assist the Board in its oversight of the accounting and financial reporting processes of the Company and the Company?s compliance with legal and regulatory requirements. To ass |
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| January 25, 2022 |
EX-4.4 9 tm217487d7ex4-4.htm EXHIBIT 4.4 Exhibit 4.4 NUMBER RIGHTS RF ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE RIGHT SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP THIS CERTIFIES THAT, for value received [ ] is the registered holder of a right or rights (the “Right”) to automatically receive one-tenth of one share of Class A common stock, $0.0001 par value (“Class A Common |
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| January 25, 2022 |
Form of Amended and Restated Certificate of Incorporation Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF RF ACQUISITION CORP. [?], 2022 RF Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?RF Acquisition Corp.?. The original certificate of incorporation of the Corporation was filed with the Secretary of S |
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| January 25, 2022 |
EX-3.1 3 tm217487d7ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 State of Delaware Secretary of State Division of Corporations Delivered 03:18 PM 01/11/2021 FILED 03:18 PM 01/11/2021 SR 20210077732 - File Number 4617439 CERTIFICATE OF INCORPORATION OF RF ACQUISITION CORP. January 11, 2021 The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file, and r |
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| January 25, 2022 |
Form of Underwriting Agreement Exhibit 1.1 10,000,000 Units RF ACQUISITION CORP. UNDERWRITING AGREEMENT New York, New York [*], 2022 EarlyBirdCapital, Inc. 366 Madison Avenue New York, New York 10017 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: RF Acquisition Corp., a Delaware corporation (the ?Company?), hereby confirms its agreement with EarlyBirdCapital, Inc. (the ?Representative?) a |
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| January 25, 2022 |
Exhibit 10.8 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [?], 2022 (as it may from time to time be amended, this ?Agreement?), is entered into by and between RF Acquisition Corp., a Delaware corporation (the ?Company?), and EarlyBirdCapital, Inc. (the ?Purchaser?). WHEREAS, the Company intends to consummate an initial public offerin |
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| January 25, 2022 |
Form of Administrative Services Agreement by and between the Registrant and RF Dynamic LLC EX-10.10 22 tm217487d7ex10-10.htm EXHIBIT 10.10 Exhibit 10.10 RF ACQUISITION CORP. 111 Somerset, #05-06 Singapore 238164 [●], 2022 RF Dynamic LLC 111 Somerset, #05-06 Singapore 238164 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement (this “Agreement”) by and between RF Acquisition Corp. (the “Company”) and RF Dynamic LLC (“Sponsor”), dated as of the date hereof, wi |
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| January 25, 2022 |
EX-3.3 5 tm217487d7ex3-3.htm EXHIBIT 3.3 Exhibit 3.3 BYLAWS OF RF ACQUISITION CORP. (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corp |
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| January 25, 2022 |
Exhibit 4.6 RIGHTS AGREEMENT This Rights Agreement (this ?Agreement?) is made as of [?], 2022 between RF Acquisition Corp., a Delaware corporation, with offices at 111 Somerset, #05-06, Singapore 238164 (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, (the ?Rights Agent?). WHEREAS, the Company has received a firm commitment from EarlyBirdCapital, Inc. (?EBC? |
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| January 25, 2022 |
Amended and Restated Promissory Note, dated as of November 16, 2021, issued to RF Dynamic LLC EX-10.2 14 tm217487d7ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 THIS AMENDED AND RESTATED PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL RE |
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| January 25, 2022 |
TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on January 25, 2022. Registration No. 333-261765? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ? RF Acquisition Corp. (Exact name of registrant as specified in its charter) ? ? Delaware (State or other juris |
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| January 25, 2022 |
EX-99.3 28 tm217487d7ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by RF Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 under the Securities Act, to being named as a nomine |
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| January 25, 2022 |
January 25, 2022 BY EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, NE Washington, DC 20549 Re: RF Acquisition Corp. |
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| January 25, 2022 |
Form of Private Placement Warrants Purchase Agreement between the Registrant and RF Dynamic LLC Exhibit 10.7 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [?], 2022 (as it may from time to time be amended, this ?Agreement?), is entered into by and between RF Acquisition Corp., a Delaware corporation (the ?Company?), and RF Dynamic LLC, a Delaware limited liability company (the ?Purchaser?). WHEREAS, the Company intends to consum |
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| December 20, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant EX-4.5 4 tm217487d4ex4-5.htm EXHIBIT 4.5 Exhibit 4.5 FORM OF WARRANT AGREEMENT This agreement (“Agreement”) is made as of [●], 2021 between RF Acquisition Corp., a Delaware corporation, with offices at 111 Somerset, #05-06, Singapore 238164 (“Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, with offices at 1 State Street, 30th Floor, New York, New Yor |
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| December 20, 2021 |
Exhibit 4.4 NUMBER RIGHTS RF ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE FORM OF RIGHTS CERTIFICATE SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP THIS CERTIFIES THAT, for value received [ ] is the registered holder of a right or rights (the ?Right?) to automatically receive one-tenth of one Class A common stock, $0.0001 par value (?Common Stock?), of RF Acquisition Corp. (th |
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| December 20, 2021 |
TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on December 20, 2021. Registration No. 333 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RF Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or orga |
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| December 20, 2021 |
Exhibit 4.6 FORM OF RIGHTS AGREEMENT This Rights Agreement (this ?Agreement?) is made as of [?], 2021 between RF Acquisition Corp., a Delaware corporation, with offices at 111 Somerset, #05-06, Singapore 238164 (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, (the ?Rights Agent?). WHEREAS, the Company has received a firm commitment from EarlyBirdCapital, Inc |
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| December 20, 2021 |
CORRESP 1 filename1.htm December 20, 2021 BY EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, NE Washington, DC 20549 Re: RF Acquisition Corp. Draft Registration Statement on Form S-1 Submitted March 2, 2021 CIK No. 0001847607 Ladies and Gentlemen: On behalf of our client, RF Acquisition Corp. (the “Company”), |
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| December 20, 2021 |
Exhibit 4.3 Form of Warrant Certificate [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW RF Acquisition corp. Incorporated Under the Laws of The State of Delaware CUSIP Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the registered holder of |
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| December 20, 2021 |
Amended and Restated Promissory Note, dated as of November 16, 2021, issued to RF Dynamic LLC Exhibit 10.2 THIS AMENDED AND RESTATED PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBS |
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| March 2, 2021 |
DRS 1 filename1.htm TABLE OF CONTENTS As confidentially submitted to the U.S. Securities and Exchange Commission on March 2, 2021. This draft registration statement has not been filed, publicly or otherwise, with the U.S. Securities and Exchange Commission and all information contained herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSIO |
