Welcome to our dedicated page for Rf Acquisition Ii SEC filings (Ticker: RFAI), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The RF Acquisition Corp II (RFAI) SEC filings page on Stock Titan provides direct access to the company’s regulatory disclosures as a Nasdaq‑listed SPAC and blank check company. These filings document how RF Acquisition Corp II manages its trust account, seeks shareholder approvals, and progresses toward completing an initial business combination.
Key filing types for RFAI include current reports on Form 8‑K, which describe material events such as the closing of its initial public offering, entry into the Investment Management Trust Agreement, and subsequent amendments to that agreement. A notable Form 8‑K dated October 2, 2025 outlines the Business Combination Agreement among RF Acquisition Corp II, NYB Holdings Limited, NYB Pte. Ltd., and Nanyang Biologics Pte. Ltd., detailing the proposed merger and amalgamation structure, consideration mechanics, closing conditions, and termination rights.
The company’s definitive proxy statement on Schedule 14A provides further insight into corporate governance and shareholder decision‑making. It explains proposals to extend the deadline for completing a business combination, the rationale for those extensions, and the associated changes to the Amended and Restated Memorandum and Articles of Association and the Investment Management Trust Agreement. It also describes shareholder redemption rights and the potential consequences if a business combination is not completed within the permitted period.
Additional Form 8‑K filings report the outcomes of shareholder meetings, including votes on extension proposals and the number of public shares redeemed, as well as the resulting balances in the trust account. These documents are important for understanding dilution, available cash for a future transaction, and the timeline within which RF Acquisition Corp II must complete its business combination.
On Stock Titan, these filings are paired with AI‑generated summaries that highlight key terms, conditions, and implications, helping readers quickly interpret complex transaction structures, extension mechanics, and shareholder protections without reading every page of the underlying documents.
Karpus Management, Inc. amended a Schedule 13G to report ownership in RF Acquisition Corp. The filing states Karpus (d/b/a Karpus Investment Management) beneficially owns 2,391,058 shares, representing 28.66% of the common stock. The filing shows Karpus has sole voting power and sole dispositive power over all 2,391,058 shares and states the shares are held directly by accounts managed by Karpus.
AQR Capital Management entities report a passive stake in RF Acquisition Corp II. AQR Capital Management, LLC, AQR Capital Management Holdings, LLC, and AQR Arbitrage, LLC collectively report beneficial ownership of 170,331 ordinary shares, representing 2.04% of RF Acquisition Corp II’s outstanding ordinary shares.
The firms report shared power to vote and dispose of all 170,331 shares, with no sole voting or dispositive power. They certify the shares were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the company.
W. R. Berkley Corporation filed an Amendment No. 2 to a Schedule 13G reporting beneficial ownership of 297,878 ordinary shares of RF Acquisition Corp II, equal to 3.6% of the class as of 12/31/2025.
The filing shows shared voting and dispositive power over all reported shares, with no sole voting or dispositive power. The securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.
RF Acquisition Corp II, a Cayman Islands-based blank check company, filed its annual report for the year ended December 31, 2025. The SPAC has not begun operating activities and will only generate interest income on cash held in its trust until it completes a business combination.
The company raised $115 million in its May 2024 IPO and related over-allotment, and placed $115,575,000 into a trust account. On November 10, 2025, shareholders approved an extension of the deadline to complete a deal to August 15, 2026, with up to nine monthly one-month extensions funded at $0.03 per non‑redeemed public share. In connection with that vote, 6,668,735 ordinary shares were redeemed for approximately $71,580,705, leaving about $51,857,714 in the trust and 8,343,765 ordinary shares outstanding as of February 11, 2026, including 4,831,265 public shares.
The sponsor, Alfa 24 Limited, holds 2,875,000 founder shares and previously purchased private placement units alongside the underwriter. The report highlights that as of December 31, 2025, the company had a working capital deficit of $567,649 and its auditor raised substantial doubt about its ability to continue as a going concern if it cannot close a business combination within the 27‑month window. If no transaction is completed, public shareholders are expected to be redeemed at approximately $10.05 per share, while the rights and private placement securities would expire worthless.
RF Acquisition Corp II received an amended Schedule 13G filing from Wealthspring Capital LLC and Matthew Simpson covering its Class A ordinary shares. As of the event date of 12/31/2025, the reporting persons state they beneficially own 0 shares, representing 0% of the class, with no sole or shared voting or dispositive power.
The filers indicate they now hold 5% or less of this class of shares. They also certify that any securities referenced were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of RF Acquisition Corp II, nor in connection with any transaction intended to have that effect.
RF Acquisition Corp II reported shareholder approval to amend its charter and trust agreement, permitting up to nine one‑month extensions to complete a business combination through August 15, 2026. Each monthly extension requires a deposit of $0.03 per public share not redeemed, up to $60,000 per month, after five days’ advance notice to the trustee.
At the November 10 meeting, proposals passed with 9,600,561 votes for and 3,280,531 against. In connection with the vote, holders redeemed 6,668,735 ordinary shares for approximately $10.73 per share, removing about $71,580,705 from the trust. Following redemptions, approximately $51,857,714 remains in the trust. Shares outstanding are 8,343,765, including 4,831,265 public shares.
RF Acquisition Corp II reported shareholder approval to amend its charter and trust agreement, allowing up to nine one‑month extensions of its business combination deadline from November 15, 2025 to August 15, 2026. Each extension requires five days’ advance notice and a deposit into the trust of $0.03 per public share not redeemed, capped at $60,000 per month.
Shareholders also approved the related adjournment proposal. In connection with the vote, holders redeemed 6,668,735 ordinary shares for approximately $71,580,705 (about $10.73 per share). After these redemptions, approximately $51,857,714 remains in the trust account. The company reports 8,343,765 shares outstanding post‑redemption, including 4,831,265 public shares. Voting on each proposal was 9,600,561 for and 3,280,531 against.
RF Acquisition Corp II reported its quarterly results for the period ended September 30, 2025 and outlined key SPAC milestones. The company recorded Q3 net income of $1,056,869, driven by $1,286,531 of interest earned on funds in its trust account, offset by $229,662 of operating and formation costs. For the nine months, net income was $3,153,849 on $3,778,478 of interest income and $624,629 of costs.
Cash held in the trust account was $122,872,409 as of September 30, 2025, with 11,500,000 ordinary shares classified as redeemable at $10.68 per share. Cash outside the trust was $562,225, and working capital was $64,578. As of November 5, 2025, 15,012,500 ordinary shares were issued and outstanding.
On October 2, 2025, the company signed a Business Combination Agreement with NYB Holdings Limited (PubCo), NYB Pte. Ltd., and Nanyang Biologics Pte. Ltd., under which each company ordinary share would be exchanged for one PubCo share and each right for 1/20 of a PubCo share. A shareholder vote is scheduled to extend the SPAC deadline up to August 15, 2026, with a proposed $0.03 per public share monthly trust deposit (up to $60,000 per month). Management disclosed substantial doubt about the company’s ability to continue as a going concern.
RF Acquisition Corp II called an Extraordinary General Meeting for November 10, 2025 to seek shareholder approval to extend its deadline to complete a business combination. The proposals would allow up to nine one‑month extensions from November 15, 2025 to August 15, 2026, and amend the Trust Agreement to fund each extension with a deposit of $0.03 per Public Share not redeemed, capped at $60,000 per month, in exchange for a non‑interest bearing promissory note.
Shareholders may redeem their Public Shares in connection with the vote, subject to a 15% limit per holder group without the Company’s consent. As of the September 30, 2025 record date, the redemption price was about $10.68 per share, based on $122,859,040.74 held in the Trust Account. The Company agreed to waive withdrawing up to $100,000 of interest for dissolution expenses if the extension is approved.
The meeting also includes an adjournment proposal. RFAC has signed a Business Combination Agreement with NYB Holdings Limited, NYB Pte. Ltd., and Nanyang Biologics Pte. Ltd., though closing is not guaranteed.
RF Acquisition Corp II signed a Business Combination Agreement to combine with Nanyang Biologics Pte. Ltd. through a new Cayman holding company, NYB Holdings Limited (PubCo). RF Acquisition Corp II will merge into PubCo, and Nanyang will amalgamate with a PubCo subsidiary, leaving Nanyang as a wholly owned PubCo subsidiary.
Each RF Acquisition Corp II ordinary share will be exchanged for one PubCo ordinary share, and each outstanding right will convert into one‑twentieth of a PubCo share. Nanyang shareholders will receive newly issued PubCo shares based on agreed formulas in the merger contract.
Closing depends on effectiveness of a Form F‑4 registration statement, shareholder approvals at RF Acquisition Corp II and Nanyang, PubCo’s listing approval on Nasdaq or NYSE, accuracy of representations, covenant compliance, and absence of legal blocks. Support and lock‑up agreements commit Nanyang holders of at least 75% of voting shares and the RF Acquisition Corp II founder to vote for the deal and restrict sales of their PubCo shares for up to 24 months after closing.