Filing Details

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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	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

1	NAMES OF REPORTING PERSONS
	Harraden Circle Investors GP, 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	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

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

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

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

 

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.

 

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:

 

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.

 

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

 

 

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