RF Acquisition Corp.

Item 1.02. Termination of a Material Definitive Agreement. The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference. On the Closing Date, in connection with the consummation of the Mergers, RFAC terminated, in accordance with its terms, that certain Investment Management Trust Agreement, between RFAC and Continental Stock Transfer & Trust Company (“Continental”), pursuant to which Continental invested the proceeds of RFAC’s initial public offering in a trust account.

Item 2.01. Completion of Acquisition or Disposition of Assets. The information set forth in the Introductory Note and Item 1.02 of this Current Report on Form 8-K is incorporated by reference herein.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein. In connection with the consummation of the Mergers, on the Closing Date, RFAC notified the Nasdaq Stock Market LLC (“Nasdaq”) that the Mergers had become effective and that RFAC’s outstanding securities had been converted into Pubco Ordinary Shares and PubCo Warrants. RFAC requested that Nasdaq delist the RFAC Class A Common Stock, RFAC Warrants, RFAC Rights, and RFAC Units and, as a result, trading of the securities on Nasdaq was suspended at approximately 5:00 p.m. on February 13, 2025. On February 13, 2025, Nasdaq, on behalf of RFAC, filed a notification of removal from listing and registration on Form 25, thereby commencing the process of delisting the RFAC Class A Common Stock, RFAC Warrants, RFAC Rights, and RFAC Units from Nasdaq and deregistering the securities under Section 12(g) of the Securities Exchange Act of 1934, as amended. Item 3.03. Material Modification to Rights of Security Holders. The information set forth in the Introductory Note and Item 2.01 and Item 3.01 above and Item 5.01 below of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. Item 5.01. Changes in Control of Registrant. The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01. As a result of the consummation of the Mergers, a change in control of RFAC occurred. Following the consummation of the Mergers, RFAC became a wholly owned subsidiary of Pubco.

Item 3.03. Material Modification to Rights of Security Holders. The information set forth in the Introductory Note and Item 2.01 and Item 3.01 above and Item 5.01 below of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01. Changes in Control of Registrant. The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01. As a result of the consummation of the Mergers, a change in control of RFAC occurred. Following the consummation of the Mergers, RFAC became a wholly owned subsidiary of Pubco.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein. In accordance with the terms of the Merger Agreement, and effective as of the Closing Date, each of RFAC’s officers and directors resigned as a member of RFAC’s board of directors and/or from each officer position previously held, as applicable. These resignations were not a result of any disagreement between RFAC and the officers and directors on any matter relating to RFAC’s operations, policies or practices.