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 is asking shareholders to approve amendments that would extend the deadline to complete its initial Business Combination beyond the current Termination Date of August 15, 2026. The proposed Extension Amendment and related Trust Agreement amendment would allow up to six additional one‑month extensions, pushing the outside date to February 15, 2027, with an Extension Payment deposited into the Trust Account for each month.
As of the June 25, 2026 record date, RF Acquisition Corp II had 8,343,765 Ordinary Shares outstanding, including 4,831,265 Public Shares and 3,512,500 shares held by initial shareholders. The Trust Account held approximately $53,500,460.98, implying a redemption price of about $11.07 per Public Share versus a Nasdaq trading price of $11.03. Public shareholders may redeem their shares in connection with the meeting, subject to a 15% redemption cap per holder group without company consent. If the extensions are not approved and no Business Combination is completed by the Termination Date (or any later approved date), RF Acquisition Corp II will redeem all Public Shares for the cash in the Trust Account and then dissolve and liquidate.
NYB Holdings Limited is registering up to 158,940,640 PubCo Ordinary Shares in connection with a proposed business combination among RF Acquisition Corp II (RFAC), NYB Holdings (PubCo), NYB Pte. Ltd. and Nanyang Biologics Pte. Ltd. RFAC will merge into PubCo under Cayman Islands law, followed by a Singapore amalgamation in which Nanyang Biologics becomes a wholly owned PubCo subsidiary.
Based on current share counts and assuming no further redemptions, Company shareholders are expected to hold about 94% of PubCo, RFAC public shareholders about 4%, and the sponsor and initial holders about 2%. RFAC’s trust account held approximately $53.53 million as of June 30, 2026, implying an estimated redemption price of about $11.03–$11.08 per public share. Public shareholders may redeem shares for cash, subject to a 15% aggregation cap, while the sponsor and insiders have waived redemption and agreed to a 24‑month lock‑up on their PubCo securities.
NYB Holdings Limited (PubCo) filed a Form F-4/A that combines a proxy statement and prospectus for RF Acquisition Corp II’s proposed business combination with Nanyang Biologics Pte. Ltd. and related transactions. PubCo is offering up to 158,940,640 PubCo Ordinary Shares in connection with the Business Combination.
The filing discloses a Trust Account balance of $53,293,192 as of May 27, 2026 and an illustrative per-share redemption estimate of $11.03. Pro forma ownership examples show Company Shareholders holding 150,000,000 PubCo Ordinary Shares (≈94%), RFAC Public Shareholders about 5,406,265 shares (≈4%) in a no-redemption scenario, and the Sponsor and affiliates approximately 3,282,695 shares (≈2%).
RF Acquisition Corp II (RFAI) and NYB Holdings Limited (PubCo) are pursuing a business combination under a Form F-4/A that registers up to 158,940,640 PubCo Ordinary Shares to be issued in the merger and related transactions. The transaction contemplates (i) a merger of RFAC into PubCo and (ii) an amalgamation of specified Singapore entities, with customary closing conditions and Nasdaq/NYSE listing confirmation required.
The proxy/prospectus discloses pro forma ownership scenarios (no redemption, 50% redemption, maximum redemption), an estimated per-share redemption price of $11.03 based on approximately $53,293,192 in the RFAC Trust Account as of May 27, 2026, and sponsor and lock-up, registration rights, and allocation of cash uses under different redemption scenarios.
Mizuho Financial Group reports 8.8% ownership of RF Acquisition Corp II common shares. The filing states Mizuho beneficially owns 732,379 shares of Common Shares (CUSIP G75389109) as reported for the period ending 03/31/2026. The filing lists sole voting and dispositive power over the same 732,379 shares and notes indirect ownership through related entities including Mizuho Securities USA LLC.
W. R. Berkley Corporation reports beneficial ownership of 766,425 ordinary shares of RF ACQUISITION CORP II, representing 9.2% of the class. The filing states Berkley holds no sole voting or dispositive power and reports shared voting and shared dispositive power over 766,425 shares. The Schedule 13G lists the issuer's class as Ordinary shares, par value $0.0001, CUSIP G75389109, and provides Berkley’s business address in Greenwich, Connecticut.
RF Acquisition Corp II reported unaudited results for the quarter ended March 31, 2026, while continuing to pursue its planned business combination with Nanyang Biologics under the existing Business Combination Agreement.
The SPAC recorded net income of $93,702, driven by $454,296 of interest on cash held in its trust account, partly offset by $360,594 of general, administrative and operational costs. This compares with net income of $1,020,970 for the same quarter in 2025, when trust interest was higher at $1,234,208.
At March 31, 2026, cash in the trust account totaled $52,891,674, while cash outside the trust account was $34,737. Ordinary shares subject to possible redemption were 4,831,265 at a redemption value of $10.95 per share, and there were 3,512,500 non-redeemable ordinary shares outstanding as of May 7, 2026.
Management disclosed a working capital deficit of $928,243 and stated that substantial doubt exists about the company’s ability to continue as a going concern within one year, absent completion of a business combination or additional financing. The company has until August 15, 2026 to consummate a transaction, following shareholder approval of multiple monthly extensions funded by deposits of $0.03 per public share into the trust account.
NYB Holdings Limited (PubCo) filed a Form F-4/A proxy statement/prospectus to effect a business combination with RF Acquisition Corp II (RFAI) and Nanyang Biologics, and to offer up to 158,940,640 PubCo Ordinary Shares in connection with the transaction.
The document describes the Merger and Amalgamation mechanics, the proposed listing of PubCo Ordinary Shares under the symbol NYB, pro forma ownership scenarios (company shareholders ~150,000,000 shares representing ~94% under a no‑redemption scenario), sponsor holdings of 3,282,695 shares, and trust account activity including a prior removal of $71,580,705 (approximately $10.73 per share) that left approximately $51,857,714 in the Trust Account after the 2025 redemptions. The filing explains redemption mechanics, required shareholder votes (including a special resolution for the Merger), lock‑up and registration rights arrangements, and sources/uses under differing redemption outcomes.
NYB Holdings Limited (PubCo) and RF Acquisition Corp II (RFAI) propose a business combination that would merge RFAC into PubCo and amalgamate Nanyang Biologics into a PubCo subsidiary. The transaction contemplates up to 158,940,640 PubCo Ordinary Shares and shows pro forma ownership where Company shareholders hold approximately 150,000,000 shares (about 94%) and Sponsor/initial holders hold 3,282,695 shares (about 2%) under a no‑redemption scenario. RFAC public shareholders have redemption rights tied to the Trust Account; prior redemptions removed approximately $71.6 million (about $10.73 per share). Closing is subject to customary conditions, including Nasdaq/NYSE conditional listing approval and shareholder votes at an Extraordinary General Meeting.
RF Acquisition Corp II ownership disclosure: Karpus Management, Inc. reports beneficial ownership of 1,640,733 shares of Common stock, representing 19.66% of the class. The filing is Amendment No. 3 to a Schedule 13G/A and is signed by Karpus' Chief Compliance Officer on 04/07/2026.