Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.)*
RF Acquisition Corp.
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
74954L203**
(CUSIP Number)
March 24, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in a prior cover page.
** This is the CUSIP for the Issuer’s units, each one of which consists of (i) one share of Class A common stock; (ii) one right (each right entitles the holder thereof to receive one-tenth
(1/10) of one Class A common stock upon the consummation of a business combination); and (iii) one redeemable warrant.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to
the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Continued on following pages
Page 1 of 11 Pages
Exhibit Index: 10 Page
|
SCHEDULE 13G
|
|
|
CUSIP No. 74954L203
|
Page 2 of 11 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Harraden Circle Investors, LP
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a) ☐
|
|||||
|
(b) ☐
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
529,846
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
529,846
|
|
|
|||
|
|
|
||||
|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
529,846
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
5.3%
|
|
|
|||
|
|
|
||||
|
12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
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||
|
PN
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|||
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|
||||
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SCHEDULE 13G
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CUSIP No. 74954L203
|
Page 3 of 11 Pages
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1
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NAMES OF REPORTING PERSONS
|
|
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||
|
Harraden Circle Investors GP, LP
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a) ☐
|
|||||
|
(b) ☐
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
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|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
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||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
529,846
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
529,846
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
529,846
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
5.3%
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN, HC
|
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|||
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|
||||
|
SCHEDULE 13G
|
|
|
CUSIP No. 74954L203
|
Page 4 of 11 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Harraden Circle Investors GP, LLC
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a) ☐
|
|||||
|
(b) ☐
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
529,846
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
529,846
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
529,846
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
5.3%
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO, HC
|
|
|
|||
|
|
|
||||
|
SCHEDULE 13G
|
|
|
CUSIP No. 74954L203
|
Page 5 of 11 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Harraden Circle Investments, LLC
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a) ☐
|
|||||
|
(b) ☐
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
529,846
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
529,846
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
529,846
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
5.3%
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO, HC
|
|
|
|||
|
|
|
||||
|
SCHEDULE 13G
|
|
|
CUSIP No. 74954L203
|
Page 6 of 11 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Frederick V. Fortmiller, Jr.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a) ☐
|
|||||
|
(b) ☐
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
United States of America
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
529,846
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
529,846
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
529,846
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
5.3%
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
IN, HC
|
|
|
|||
|
|
|
||||
|
SCHEDULE 13G
|
|
|
CUSIP No. 74954L203
|
Page 7 of 11 Pages
|
|
Item 1(a).
|
Name of Issuer
|
RF Acquisition Corp. (the “Issuer”)
|
Item 1(b).
|
Address of Issuer’s Principal Executive Offices
|
111 Somerset, #05-06, Singapore, 238164
|
Item 2(a).
|
Names of Persons Filing
|
This Statement is filed on behalf of the following persons (collectively, the “Reporting Persons”):
|
i)
|
Harraden Circle Investors, LP (“Harraden Fund”);
|
|
ii)
|
Harraden Circle Investors GP, LP (“Harraden GP”);
|
|
iii)
|
Harraden Circle Investors GP, LLC (“Harraden LLC”);
|
|
iv)
|
Harraden Circle Investments, LLC (“Harraden Adviser”); and
|
|
v)
|
Frederick V. Fortmiller, Jr. (“Mr. Fortmiller”);
|
This Statement relates to Shares (as defined herein) directly beneficially owned by Harraden Fund. Harraden GP is the general partner to Harraden Fund, and Harraden LLC is the general partner of Harraden GP. Harraden
Adviser serves as investment manager to Harraden Fund. Mr. Fortmiller is the managing member of each of Harraden LLC and Harraden Adviser. In such capacities, each of Harraden GP, Harraden LLC, Harraden Adviser and Mr. Fortmiller may be deemed to
indirectly beneficially own the Shares reported herein directly beneficially owned by Harraden Fund.
|
Item 2(b).
|
Address of Principal Business Office or, if None, Residence
|
The address of the principal business office of each Reporting Person is 299 Park Avenue, 21st Floor, New York, NY 10171.
|
Item 2(c).
|
Citizenship
|
Each of Harraden Fund and Harraden GP is a Delaware limited partnership. Each of Harraden LLC and Harraden Adviser is a Delaware limited liability company. Mr. Fortmiller is a citizen of the United States of America.
|
Item 2(d).
|
Title of Class of Securities
|
Class A Common Stock, par value $0.0001 per share (“Shares”)
|
Item 2(e).
|
CUSIP Number
|
74954L203 (This is the CUSIP for the Issuer’s units (“Units”), each one of which consists of (i) one Share; (ii) one right (each right entitles the holder thereof to receive one-tenth (1/10) of one Share upon the
consummation of a business combination (“Right”); and (iii) one redeemable warrant (“Warrant”))
|
Item 3.
|
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
|
This Item 3 is not applicable.
|
SCHEDULE 13G
|
|
|
CUSIP No. 74954L203
|
Page 8 of 11 Pages
|
|
Item 4.
|
Ownership
|
|
Item 4(a)
|
Amount Beneficially Owned
|
As of April 1, 2022, each of the Reporting Persons may be deemed the beneficial owner of 529,846 Shares underlying Units held directly by Harraden Fund. This amount excludes the Rights and Warrants underlying the
Units held directly by the Harraden Fund, because the Reporting Persons do not have the right to acquire the Shares underlying the Rights or Warrants within 60 days.
|
Item 4(b)
|
Percent of Class
|
As of April 1, 2022, each of the Reporting Persons may be deemed the beneficial owner of approximately 5.3% of Shares outstanding. (This percentage is based on a total of 10,000,000 Shares outstanding upon closing of
the Issuer’s initial public offering, based on information in the current report on Form 8-K filed by the Issuer on March 29, 2022.)
|
Item 4(c)
|
Number of shares as to which such person has:
|
|
(i) Sole power to vote or direct the vote:
|
0
|
|
(ii) Shared power to vote or direct the vote:
|
529,846
|
|
(iii) Sole power to dispose or direct the disposition of:
|
0
|
|
(iv) Shared power to dispose or direct the disposition of:
|
529,846
|
|
Item 5.
|
Ownership of Five Percent or Less of a Class
|
This Item 5 is not applicable.
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person
|
This Item 6 is not applicable.
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
|
See disclosure in Item 2 hereof.
|
Item 8.
|
Identification and Classification of Members of the Group
|
This Item 8 is not applicable.
|
Item 9.
|
Notice of Dissolution of Group
|
This Item 9 is not applicable.
|
Item 10.
|
Certification
|
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
|
SCHEDULE 13G
|
|
|
CUSIP No. 74954L203
|
Page 9 of 11 Pages
|
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and
correct.
Date: April 4, 2022
|
HARRADEN CIRCLE INVESTORS, LP
|
||
|
By:
|
HARRADEN CIRCLE INVESTORS GP, LP, its general partner
|
|
|
By:
|
HARRADEN CIRCLE INVESTORS GP, LLC, its general partner
|
|
|
By:
|
/s/ Frederick V. Fortmiller, Jr.
|
|
|
Title:
|
Managing Member
|
|
|
HARRADEN CIRCLE INVESTORS GP, LP
|
||
|
By:
|
HARRADEN CIRCLE INVESTORS GP, LLC, its general partner
|
|
|
By:
|
/s/ Frederick V. Fortmiller, Jr.
|
|
|
Title:
|
Managing Member
|
|
|
HARRADEN CIRCLE INVESTORS GP, LLC
|
||
|
By:
|
/s/ Frederick V. Fortmiller, Jr.
|
|
|
Managing Member
|
||
|
HARRADEN CIRCLE INVESTMENTS, LLC
|
||
|
By:
|
/s/ Frederick V. Fortmiller, Jr.
|
|
|
Managing Member
|
||
|
FREDERICK V. FORTMILLER, JR.
|
||
|
/s/ Frederick V. Fortmiller, Jr.
|
||
|
SCHEDULE 13G
|
|
|
CUSIP No. 74954L203
|
Page 10 of 11 Pages
|
EXHIBIT INDEX
|
Ex.
|
Page No.
|
|
|
1
|
Joint Filing Agreement
|
11
|
|
SCHEDULE 13G
|
|
|
CUSIP No. 74954L203
|
Page 11 of 11 Pages
|
EXHIBIT 1
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with respect to the Units of RF Acquisition Corp. dated as of April 4, 2022 is, and any amendments thereto
(including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
Date: April 4, 2022
|
HARRADEN CIRCLE INVESTORS, LP
|
||
|
By:
|
HARRADEN CIRCLE INVESTORS GP, LP, its general partner
|
|
|
By:
|
HARRADEN CIRCLE INVESTORS GP, LLC, its general partner
|
|
|
By:
|
/s/ Frederick V. Fortmiller, Jr.
|
|
|
Title:
|
Managing Member
|
|
|
HARRADEN CIRCLE INVESTORS GP, LP
|
||
|
By:
|
HARRADEN CIRCLE INVESTORS GP, LLC, its general partner
|
|
|
By:
|
/s/ Frederick V. Fortmiller, Jr.
|
|
|
Title:
|
Managing Member
|
|
|
HARRADEN CIRCLE INVESTORS GP, LLC
|
||
|
By:
|
/s/ Frederick V. Fortmiller, Jr.
|
|
|
Managing Member
|
||
|
HARRADEN CIRCLE INVESTMENTS, LLC
|
||
|
By:
|
/s/ Frederick V. Fortmiller, Jr.
|
|
|
Managing Member
|
||
|
FREDERICK V. FORTMILLER, JR.
|
||
|
/s/ Frederick V. Fortmiller, Jr.
|
||