Rf Acquisition Ii Stock Price, News & Analysis
Company Description
RF Acquisition Corp II (NASDAQ: RFAI) is a special purpose acquisition company (SPAC) and blank check company formed to pursue a business combination with one or more operating businesses. According to company disclosures, RF Acquisition Corp II is incorporated as a Cayman Islands exempted company and is based in Singapore. Its stated business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses.
The company’s securities are listed on the Nasdaq Stock Market. Its units, each consisting of one ordinary share and one right, trade under the symbol RFAIU, its ordinary shares trade under the symbol RFAI, and its rights trade under the symbol RFAIR. Each right entitles the holder to receive one‑twentieth of one ordinary share upon completion of a qualifying business combination, as described in its SEC filings.
Business focus and target sectors
While RF Acquisition Corp II may pursue a business combination target in any business, industry, or geographic location, its public disclosures state that it intends to focus its search on businesses in Asia within the deep technology sector. This includes areas such as artificial intelligence, quantum computing, and biotechnology. As a SPAC, it does not have existing commercial operations; instead, it raises capital through an initial public offering and places the proceeds into a trust account, to be used in connection with a future business combination that is approved under its governing documents.
The company completed its initial public offering of units on the Nasdaq Global Market, with each unit consisting of one ordinary share and one right. The proceeds of the offering were deposited into a trust account under an investment management trust agreement, as described in its registration statement and subsequent current reports on Form 8‑K.
Proposed business combination with Nanyang Biologics
On October 2, 2025, RF Acquisition Corp II entered into a Business Combination Agreement with NYB Holdings Limited (a Cayman Islands exempted company, referred to as PubCo), NYB Pte. Ltd. (a Singapore private company limited by shares and a direct wholly owned subsidiary of PubCo, referred to as Amalgamation Sub), and Nanyang Biologics Pte. Ltd. (a Singapore private company limited by shares, referred to as Nanyang). This transaction is described in detail in the company’s Form 8‑K filed on that date.
Under the Business Combination Agreement, the contemplated transactions (collectively referred to as the Business Combination) include: (i) RF Acquisition Corp II merging with and into PubCo, with PubCo surviving; and (ii) following that merger, Amalgamation Sub and Nanyang amalgamating and continuing as one company, with Nanyang as the surviving entity and becoming a wholly owned subsidiary of PubCo. Each issued and outstanding RF Acquisition Corp II ordinary share is expected, under the agreement, to be cancelled and cease to exist in exchange for one PubCo share, and each issued and outstanding RF Acquisition Corp II right is expected to be exchanged for one‑twentieth of a PubCo share, subject to the terms and conditions set out in the agreement.
The Business Combination Agreement was approved by the boards of directors of RF Acquisition Corp II, Nanyang, PubCo, and Amalgamation Sub, subject to specified approvals and conditions. The agreement includes customary representations, warranties, covenants, closing conditions, and termination provisions for a transaction of this type, as summarized in the Form 8‑K.
Extension of business combination deadline
RF Acquisition Corp II’s charter and trust agreement originally provided a defined period after its IPO to complete an initial business combination. As described in its definitive proxy statement on Schedule 14A and a subsequent Form 8‑K, the company convened an extraordinary general meeting of shareholders on November 10, 2025 to consider extending the date by which it must consummate a business combination.
Shareholders approved amendments to the company’s Amended and Restated Memorandum and Articles of Association and to the Investment Management Trust Agreement. These amendments allow the company to extend the termination date for completing a business combination from November 15, 2025 by up to nine one‑month extensions, potentially to August 15, 2026, subject to specified conditions. The extension structure includes monthly deposits into the trust account for each extension period, as described in the Trust Agreement Amendment and proxy materials.
In connection with the shareholder vote, holders of a portion of the company’s public ordinary shares exercised their right to redeem their shares for a pro rata portion of the funds held in the trust account. The Form 8‑K filed on November 14, 2025 reports the number of shares redeemed, the aggregate amount withdrawn from the trust account, and the number of ordinary shares remaining outstanding after the redemption.
Corporate governance and shareholder approvals
The company’s proxy materials describe the shareholder approval thresholds for key corporate actions, including amendments to the charter, amendments to the trust agreement, and adjournment of shareholder meetings. The definitive proxy statement explains the rationale for seeking an extension of the business combination deadline, including RF Acquisition Corp II’s efforts to pursue a business combination and its entry into the Business Combination Agreement with Nanyang Biologics.
In addition to the Business Combination Agreement, RF Acquisition Corp II and its transaction partners entered into related agreements, including a Company Holders’ Support and Lock‑Up Agreement with certain Nanyang shareholders and a Founder’s Support and Lock‑Up Agreement with the SPAC sponsor. These agreements address voting commitments in favor of the transaction and lock‑up arrangements for shares to be received in the combined company, as summarized in the Form 8‑K.
Status as a SPAC and shell company
RF Acquisition Corp II is classified as a blank check company and a shell company in the financial services sector. It does not have an operating business of its own; instead, its value proposition to shareholders is tied to its ability to identify, negotiate, and complete a business combination with a target business, such as the proposed combination with Nanyang Biologics. Until such a combination is completed and the resulting entity begins operations, RF Acquisition Corp II’s activities are primarily limited to corporate, financing, and transaction‑related matters described in its SEC filings.
FAQs about RF Acquisition Corp II (RFAI)
- What is RF Acquisition Corp II?
RF Acquisition Corp II is a Cayman Islands exempted company that operates as a blank check company, or SPAC. Its purpose is to complete a merger or similar business combination with one or more businesses, as described in its public filings.
- What sector and industry is RFAI classified in?
RF Acquisition Corp II is in the financial services sector and is classified among shell companies and blank check companies, reflecting its status as a SPAC without an operating business prior to a business combination.
- Where is RF Acquisition Corp II based?
Company disclosures state that RF Acquisition Corp II is incorporated in the Cayman Islands and is based in Singapore.
- On which exchange does RFAI trade and what securities are listed?
The company’s securities are listed on the Nasdaq Stock Market. Its units trade under the symbol RFAIU, its ordinary shares under RFAI, and its rights under RFAIR, as reported in its SEC filings.
- What is the focus of RF Acquisition Corp II’s target search?
While it may pursue a target in any industry or geography, RF Acquisition Corp II has stated that it intends to focus on businesses in Asia within the deep technology sector, including artificial intelligence, quantum computing, and biotechnology.
- What is the proposed business combination involving Nanyang Biologics?
On October 2, 2025, RF Acquisition Corp II entered into a Business Combination Agreement with NYB Holdings Limited, NYB Pte. Ltd., and Nanyang Biologics Pte. Ltd. The agreement provides for RF Acquisition Corp II to merge with PubCo and for Nanyang to become a wholly owned subsidiary of PubCo, subject to specified approvals and conditions.
- Has the business combination with Nanyang Biologics been completed?
The available filings describe the execution of the Business Combination Agreement and related shareholder and regulatory processes, but they also note that the transaction is subject to various closing conditions. Investors should review the most recent SEC filings to determine the current status of the transaction.
- How long does RF Acquisition Corp II have to complete a business combination?
Initially, the company had a defined period after its IPO to complete a business combination. Following shareholder approval of charter and trust agreement amendments on November 10, 2025, RF Acquisition Corp II may extend the deadline from November 15, 2025 by up to nine one‑month extensions, potentially to August 15, 2026, subject to the conditions described in those amendments.
- What happens if RF Acquisition Corp II does not complete a business combination by its deadline?
As described in its proxy materials, if the company is unable to consummate a business combination within the permitted combination period, it will redeem 100% of its public ordinary shares for a pro rata portion of the funds held in the trust account and then seek to dissolve and liquidate, subject to applicable law and creditor claims.
- How can shareholders learn more about RF Acquisition Corp II’s plans and transactions?
Detailed information about RF Acquisition Corp II, its IPO, the trust account, the Business Combination Agreement with Nanyang Biologics, and related matters is provided in its SEC filings, including Forms 8‑K and its definitive proxy statement on Schedule 14A.