RFACU RF Acquisition Corporation

RF Acquisition Corp. (NASDAQ: RFACU, RFAC, RFACW, RFACR) (the “Company”) announced today that it received a written notification (the “Notice”) from the Nasdaq Stock Market LLC (“Nasdaq”) dated June 9, 2023, notifying the Company that it is not in compliance with the minimum Market Value of Listed Securities (“MVLS”) requirement set forth in Nasdaq Listing Rules for continued listing on The Nasdaq Global Market. Nasdaq Listing Rule 5450(b)(2)(A) requires companies to maintain a minimum MVLS of $50 million (the “Market Value Standard”) and Nasdaq Listing Rule 5810(c)(3)(C) provides that a failure to meet the minimum MVLS requirement exists if the deficiency continues for a period of 30 consecutive business days. Based on the MVLS of the Company from April 26, 2023 to June 8, 2023, the Company did not meet the minimum MVLS requirement.

The Notice does not impact the listing of the Company’s Class A common stock, par value $0.0001 per share (“Class A common stock”), on the Nasdaq Global Market at this time. The Notice provided that, in accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company has a period of 180 calendar days from the date of the Notice, or until December 6, 2023, to regain compliance. During this period, the Company’s Class A common stock will continue to trade on the Nasdaq Global Market. To regain compliance, the Company's MVLS must exceed $50 million for a minimum of 10 consecutive business days.

If the Company does not regain compliance by December 6, 2023, Nasdaq will provide a written notification to the Company that the Class A common stock will be subject to delisting. At that time, the Company may appeal the delisting determination to a Hearings Panel. However, there can be no assurance that, if the Company receives a delisting notice and appeals the delisting determination to the Hearing Panel, such appeal would be successful.

The Company intends to monitor its MVLS between now and December 6, 2023, and may, if appropriate, evaluate available options to resolve the deficiency under the Market Value Standard and regain compliance with the Market Value Standard. The Company may also try to comply with another Nasdaq Global Market listing criteria, such as the Total Assets/Total Revenue Standard, or may try to transfer from the Nasdaq Global Market to the Nasdaq Capital Market, which would require the Company to meet the continued listing requirements of the Nasdaq Capital Market under Nasdaq Listing Rule 5550 at the time of the application to transfer. However, there can be no assurance that the Company will be able to regain or maintain compliance with Nasdaq listing criteria or meet the continued listing requirements of the Nasdaq Capital Market.

About RF Acquisition Corp.

RF Acquisition Corp. is a blank check company organized for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or other similar business combination with one or more businesses or entities. The Company may pursue a business combination opportunity in any business or industry it chooses.

Safe Harbor Statement

This press release contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995 and pertain to the Company’s ability to regain and maintain compliance with Nasdaq Listing Rule 5450(b). Forward-looking statements are statements that are not historical facts and generally relate to future events or the Company’s future financial or other performance metrics. In some cases, you can identify forward-looking statements by terminology such as “believe,” “may,” “will,” “potentially,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “would,” “project,” “target,” “plan,” “expect,” or the negatives of these terms or variations of them or similar terminology.

In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by the Company or its directors, officers or employees or any other person that the Company will achieve its objectives and plans in any specified time frame, or at all. The forward-looking statements in this Report represent the views of the Company as of the date of this Report. Subsequent events and developments may cause that view to change. However, while the Company may elect to update these forward-looking statements at some point in the future, there is no current intention to do so, except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing the views of the Company as of any date subsequent to the date of this Report.

For investor and media inquiries, please contact:

Tse Meng NgChairman and CEOguo.lu@ruifengwealth.com