SEC Comment Letter 0000000000-23-002097 to RF Acquisition Corp. (RFAC, RFACR, RFACU, RFACW) (CIK 0001847607)
RF Acquisition Corp. (RFAC, RFACR, RFACU, RFACW) (CIK 0001847607)
Date: March 2, 2023 · CIK: 0001847607 · Accession: 0000000000-23-002097
AI Filing Summary & Sentiment
File numbers found in text: 001-41332
Letter
United States securities and exchange commission logo March 2, 2023 Tse Meng Ng Chief Executive Officer RF Acquisition Corp. 111 Somerset, #05-06 Singapore 238164 Re:RF Acquisition Corp. Preliminary Proxy Statement on Schedule 14A Filed February 27, 2023 File No. 001-41332 Dear Tse Meng Ng: We have reviewed your filing and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this comment within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment, we may have additional comments. Preliminary Proxy Statement on Schedule 14A filed February 27, 2023 General 1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and the
FirstName LastNameTse Meng Ng Comapany NameRF Acquisition Corp. March 2, 2023 Page 2 FirstName LastName Tse Meng Ng RF Acquisition Corp. March 2, 2023 Page 2 warrants, which would expire worthless. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Victor Rivera Melendez at 202-551-4182 or Pam Howell at 202-551- 3357 with any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Michael J. Blankenship
Show Raw Text
United States securities and exchange commission logo
March 2, 2023
Tse Meng Ng
Chief Executive Officer
RF Acquisition Corp.
111 Somerset, #05-06
Singapore 238164
Re:RF Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed February 27, 2023
File No. 001-41332
Dear Tse Meng Ng:
We have reviewed your filing and have the following comment. In our comment, we may
ask you to provide us with information so we may better understand your disclosure.
Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this comment, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed February 27, 2023
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination. For instance, discuss the risk to investors that you may not be able to
complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that
as a result, the pool of potential targets with which you could complete an initial business
combination may be limited. Further, disclose that the time necessary for government
review of the transaction or a decision to prohibit the transaction could prevent you from
completing an initial business combination and require you to liquidate. Disclose the
consequences of liquidation to investors, such as the losses of the investment
opportunity in a target company, any price appreciation in the combined company, and the
FirstName LastNameTse Meng Ng
Comapany NameRF Acquisition Corp.
March 2, 2023 Page 2
FirstName LastName
Tse Meng Ng
RF Acquisition Corp.
March 2, 2023
Page 2
warrants, which would expire worthless.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Victor Rivera Melendez at 202-551-4182 or Pam Howell at 202-551-
3357 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Michael J. Blankenship