Form of Rights Agreement

Exhibit 4.6

RIGHTS AGREEMENT

This Rights Agreement (this “Agreement”) is made as of [●], 2022 between RF Acquisition Corp., a Delaware corporation, with offices at 111 Somerset, #05-06, Singapore 238164 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, (the “Rights Agent”).

WHEREAS, the Company has received a firm commitment from EarlyBirdCapital, Inc. (“EBC”), as representative of the several underwriters, to purchase up to an aggregate of 10,000,000 units (including up to 1,500,000 additional units if the underwriters’ over-allotment option is exercised in full), each unit (“Unit”) comprised of one share of Class A common stock of the Company, $0.0001 par value (the “Class A Common Stock”), one-half (1/2) of one redeemable warrant entitling the holder thereof to purchase one share of Class A Common Stock ("Public Warrants"), and one right to receive one-tenth (1/10) of one Class A Common Stock (a “Public Right”) upon the happening of the triggering event described herein, and in connection therewith, will issue and deliver up to an aggregate of 11,500,000 Public Rights upon consummation of such public offering, 1,500,000 of which are attributable to the over-allotment option (“Public Offering”);

WHEREAS, the Company has filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1, File No. 333-261765 (“Registration Statement”), for the registration, under the Securities Act of 1933, as amended (“Act”) of, among other securities, the Units, Public Warrants, Public Rights, representative shares ("Representative Shares"), and the Class A Common Stock issuable to the holders of the Units, Public Rights and Public Warrants;

WHEREAS, the Company desires the Rights Agent to act on behalf of the Company, and the Rights Agent is willing to so act, in connection with the issuance, registration, transfer and exchange of the Rights;

WHEREAS, the Company desires to provide for the form and provisions of the Rights, the terms upon which they shall be issued, and the respective rights, limitation of rights, and immunities of the Company, the Rights Agent, and the holders of the Rights; and

WHEREAS, all acts and things have been done and performed which are necessary to make the Rights, when executed on behalf of the Company and countersigned by or on behalf of the Rights Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution and delivery of this Agreement.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:

RF Acquisition Corp.

111 Somerset, #05-06

Singapore 238164

Attn: Tse Meng Ng

Any notice, statement or demand authorized by this Agreement to be given or made by the holder of any Right or by the Company to or on the Rights Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Rights Agent with the Company), as follows:

Continental Stock Transfer & Trust Company One State Street, 30th Floor New York, NY 10004 Attn: Compliance Department

and

Loeb & Loeb LLP

345 Park Avenue

New York, NY 10154

Attn: Mitchell S. Nussbaum and Giovanni Caruso

and

EarlyBirdCapital, Inc.

366 Madison Avenue, 8th Floor

New York, NY 10017

Attn: Steven Levine

and

Winston & Strawn LLP

800 Capitol Street, Suite 2400

Houston, Texas 77002

Attn: Michael J. Blankenship, Esq.

and

Winston & Strawn LLP

Bank of China Tower, 42^nd Floor

1 Garden Road

Central, Hong Kong

Attn: Simon Luk

[Signature Page Follows]

IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first above written.

EXHIBIT A

Form of Right