Rights Agreement, dated March 23, 2022, by and between the Company and Continental Stock Transfer & Trust Company, as rights agent

Exhibit 4.2

RIGHTS AGREEMENT

This Rights Agreement (this “Agreement”) is made as of March 23, 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 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.

[Signature Page to Rights Agreement]

EXHIBIT A

Form of Right

RF ACQUISITION CORP.

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE RIGHT

SEE REVERSE FOR

CERTAIN DEFINITIONS

CUSIP

THIS CERTIFIES THAT, for value received [                                                 ] is the registered holder of a right or rights (the “Right”) to automatically receive one-tenth of one share of Class A common stock, $0.0001 par value (“Class A Common Stock”), of RF Acquisition Corp. (the “Company”) for each Right evidenced by this Rights Certificate on the Company’s completion of an initial business combination (as defined in the prospectus relating to the Company’s initial public offering (“Prospectus”)) upon surrender of this Right Certificate pursuant to the Rights Agreement between the Company and Continental Stock Transfer & Trust Company, as Rights Agent. In no event will the Company be required to net cash settle any Right.

Upon liquidation of the Company in the event an initial business combination is not consummated during the required period as identified in the Company’s Amended and Restated Certificate of Incorporation, the Right shall expire and be worthless. As more fully described in the Prospectus, the holder of a Right shall have no right or interest of any kind in the Company’s trust account (as defined in the Prospectus) established in connection with the Company’s initial public offering.

Upon due presentment for registration of transfer of the Right Certificate at the office or agency of the Rights Agent, a new Right Certificate or Right Certificates of like tenor and evidencing in the aggregate a like number of Rights shall be issued to the transferee in exchange for this Right Certificate, without charge except for any applicable tax or other governmental charge. The Company shall not issue fractional shares of Class A Common Stock upon exchange of Rights. The Company reserves the right to deal with any fractional entitlement at the relevant time in any manner (as provided in the Rights Agreement).

The Company and the Right Agent may deem and treat the registered holder as the absolute owner of this Right Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any conversion hereof, of any distribution to the registered holder, and for all other purposes, and neither the Company nor the Right Agent shall be affected by any notice to the contrary.

This Right does not entitle the registered holder to any of the rights of a stockholder of the Company.

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

Additional Abbreviations may also be used though not in the above list.

RF Acquisition Corp.

The Company will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of shares or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences and/or rights. This certificate and the rights represented thereby are issued and shall be held subject to all the provisions of the Amended and Restated Certificate of Incorporation and all amendments thereto and resolutions of the Board of Directors providing for the issue of Class A Common Stock (copies of which may be obtained from the secretary of the Company), to all of which the holder of this certificate by acceptance hereof assents.

For value received,__________________________ hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

Rights represented by the within Certificate, and do hereby irrevocably constitute and appoint

Attorney to transfer said rights on the books of the within named Company will full power of substitution in the premises.

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).

The holder of this certificate shall have no right or interest of any kind in or to the funds held in the Company’s trust account (as defined in the Prospectus).