Proxy Results - Form 425

EXPLANATORY NOTE

On September 24, 2024, RF Acquisition Corp. (the "Company") filed a Current Report on Form 8-K (the "Initial Report") announcing the results of the special meeting of stockholders (the "Special Meeting") held by the Company on September 23, 2024. At the Special Meeting, the Company's stockholders (i) redeemed an aggregate of 1,170,280 shares of Class A common stock, par value $0.0001 per share, at a redemption price of approximately $11.23 per share for an aggregate total of approximately $13,136,585.44, and (ii) approved the extension amendment proposal (the "Extension Amendment Proposal") which extended the date by which the Company must consummate a business combination, subject to the terms and conditions noted in the definitive proxy statement filed on September 4, 2024 (as amended or supplemented).

The Initial Report noted that the Company's stockholders approved the Extension Amendment Proposal to amend the Company's second amended and restated certificate of incorporation to give the Company the right to extend the date by which it has to consummate a business combination from September 28, 2024 to March 28, 2025, composed of six (6) monthly extensions after September 28, 2024, by depositing into the trust account for each of the six monthly extensions, $0.03 for each share of Class A common stock not redeemed in connection with the Extension Amendment Proposal (the "Extension Payments"), until March 28, 2025, in exchange for a non-interest-bearing, unsecured promissory note payable upon consummation of a business combination.

The Company is filing this Amendment No. 1 to Current Report on Form 8-K/A (this "Amendment") to clarify that a non-interest-bearing, unsecured promissory note payable upon the consummation of the business combination will not be issued in exchange for the six Extension Payments. No other modifications to the Initial Report are being made by this Amendment. This Amendment should be read in conjunction with the Initial Report.