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.
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 (RFAI) discloses key shareholder holdings and liquidation/redemption mechanics tied to its special purpose acquisition timeline. If the company does not complete a Business Combination by 15 November 2026 (or later date approved by Members), it will cease operations, redeem Public Shares for cash from the Trust Account (including interest, less taxes and up to US$100,000 for dissolution expenses) on a per-share basis, and then liquidate subject to Cayman Islands law. The filing lists large beneficial holders via Schedule 13G filings: First Trust entities (~939k–1,042k shares), Wolverine Asset Management (863,687 shares), AQR (853,421 shares), and W.R. Berkley (754,815 shares). The document also notes potential market risks including limited quotations, reduced liquidity and possible classification as a penny stock, which could constrain future financing and trading activity.
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