Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-balance Sheet Arrangement of a Registrant.
The disclosure contained in Item 5.07 of this Current Report on Form 8-K is
incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The disclosure contained in Item 5.07 of this Current Report on Form 8-K is
incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On March 24, 2023, RF Acquisition Corp., a Delaware corporation (the "Company"
or "RFAC") held a special meeting of stockholders (the "Special Meeting"), at
which holders of 11,767,639 shares, composed of 8,892,639 Class A common stock,
par value $0.0001 per share ("Class A Common Stock"), and 2,875,000 Class B
common stock, par value $0.0001 per share (the "Class B Common Stock" together
with the Class A Common Stock, the "Common Stock"), were present in person or by
proxy, representing approximately 80.74% of the voting power of the 14,575,000
issued and outstanding Common Stock ("Outstanding Shares") entitled to vote at
the Special Meeting as of the close of business on March 1, 2023, which was the
record date for the Special Meeting.
In connection with the Special Meeting, stockholders properly elected to redeem
an aggregate of 7,391,973 Class A Common Stock at a redemption price of
approximately $10.29 per share (the "Redemption"), for an aggregate redemption
amount of approximately $76,054,239.90. Following the Redemption, approximately
$42,266,505.98 will remain in the RFAC trust account (the "Trust Account"), not
including the Extension Payment of $300,000 made by the Sponsor, as described
below.
At the Special Meeting, the Company's stockholders approved the proposal (the
"Charter Amendment Proposal") to amend the Company's amended and restated
certificate of incorporation (the "Charter") to give the Company the right to
extend the date by which it has to consummate a business combination from March
28, 2023 to December 28, 2023, composed of an initial three-month extension and
six subsequent one-month extensions, for a total of up to nine months after
March 28, 2023, by depositing into the Trust Account (A) for the initial
three-month extension, the lesser of (i) $300,000 or (ii) $0.12 for each share
of the Company's Class A Common Stock not redeemed in connection with the
Charter Amendment Proposal, and (B) for each of the six subsequent one-month
extensions, the lesser of (i) $100,000 or (ii) $0.04 for each share of Class A
Common Stock not redeemed in connection with the Charter Amendment Proposal,
until December 28, 2023 in exchange for a noninterest bearing, unsecured
promissory note payable upon consummation of a business combination.
The following is a tabulation of the votes with respect to the Charter Amendment
Proposal, which was approved by the Company's stockholders:
Common Stock Common Stock Common Stock
Votes For Votes Against Abstentions
11,603,000 164,639 0
On March 30, 2023, the Company filed its Second Amended and Restated Certificate
of Incorporation with the Secretary of State of the State of Delaware (the
"Charter Amendment") to reflect the Charter Amendment Proposal and address any
minor scriveners or typographical errors. Additionally reflected in the Charter
Amendment, the board of directors of the Company unanimously approved, with the
written consent of the sole holder of Class B Common Stock, an amendment to the
Charter that modifies the existing rights of holders of Class B Common Stock to
convert their shares into Class A Common Stock by allowing them to convert at
any time and from time to time at the option of the holder. The foregoing
description of the Charter Amendment is qualified in its entirety by reference
to the full text of the Charter Amendment, a copy of which is filed as Exhibit
3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
As a result of the approval of the Charter Amendment Proposal, the Company's
sponsor (or one or more of its affiliates or third-party designees) (the
"Sponsor") made a deposit (the "Extension Payment") into the Trust Account on
March 27, 2023 in the amount of $300,000, which was equal to the lesser of (i)
$300,000 or (ii) $0.12 for each share of the Company's Class A Common Stock not
redeemed in connection with the Charter Amendment Proposal, in exchange for a
non-interest bearing, unsecured promissory note issued by RFAC to the Sponsor
that will not be repaid in the event that the Company is unable to close a
business combination unless there are funds available outside the Trust Account
to do so.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
Number Title
3.1 Second Amended and Restated Certificate of Incorporation of RF
Acquisition Corp.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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