Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or


          Standard; Transfer of Listing.

RF Acquisition Corp. (the "Company") received a delinquency notification letter ("Notice") from the Listing Qualifications staff of the Nasdaq Stock Market LLC ("Nasdaq") on April 19, 2023 due to the Company's non-compliance with Nasdaq Listing Rule 5250(c)(1) (the "Rule") as a result of the Company's failure to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the "Form 10-K"). The Rule requires listed companies to timely file all required periodic financial reports with the Securities and Exchange Commission (the "SEC").

The Notice states that the Company has 60 calendar days to submit to Nasdaq a plan to regain compliance with the Nasdaq Listing Rules. If Nasdaq accepts the Company's plan, then Nasdaq may grant the Company up to 180 calendar days from the prescribed due date for filing the Form 10-K or until October 16, 2023, to regain compliance. If Nasdaq does not accept the Company's plan, then the Company will have the opportunity to appeal that decision to a Nasdaq Hearings Panel.

The Company requires additional time to prepare, review and finalize its financial statements, and its auditors have not completed their audit of the financial statements. The Company is continuing in its efforts to file the Form 10-K as soon as reasonably practicable.

The Notice has no immediate impact on the listing of the Company's Class A common stock, which will continue to trade on Nasdaq under the symbol "RFAC."

As required under Nasdaq Listing Rule 5250(b)(2), the Company issued a press release on April 25, 2023, announcing that it had received the Notice. A copy of this press release is attached as Exhibit 99.1 to this Form 8-K.





Forward-Looking Statements

This Form 8-K contains forward-looking statements, including statements about the financial condition, results of operations, earnings outlook and prospects of the Company. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as "plan," "believe," "expect," "anticipate," "intend," "outlook," "estimate," "forecast," "project," "continue," "could," "may," "might," "possible," "potential," "predict," "should," "would" and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.





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The forward-looking statements are based on the current expectations of the Company's management and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those discussed and identified in public filings made with the SEC by the Company.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits

The following exhibit is filed herewith:





Exhibit No.   Description of Exhibits

  99.1          Company Press Release, dated April 25, 2023

104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)




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