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 (RFAI) received an updated Schedule 13G/A from Karpus Management, Inc., reporting beneficial ownership of 989,433 shares of common stock, representing 24.75% of the class as of August 31, 2026. Karpus has sole voting and sole dispositive power over all reported shares.
The shares are owned by accounts managed by Karpus, a New York–based registered investment adviser. Karpus is controlled by City of London Investment Group plc, but effective informational barriers mean voting and investment power over these securities are exercised independently by Karpus.
RF Acquisition Corp II (RFAI) reported results of an extraordinary general meeting held on August 19, 2026 to consider its proposed business combination with NYB Holdings Limited (PubCo) and Nanyang Biologics Pte. Ltd. Shareholders approved the Business Combination Agreement, the merger of RF Acquisition Corp II with and into PubCo, and the amalgamation under which Nanyang Biologics will become a wholly owned subsidiary of PubCo.
All six proposals, including the Nasdaq share issuance approval and adoption of the NYB Holdings Limited Equity Incentive Plan, passed with 6,765,584 votes for and 440,604 against. Holders submitted preliminary redemption requests for 3,956,323 ordinary shares from the trust account, which remain subject to withdrawal or reversal with RF Acquisition Corp II’s consent. Completion of the business combination remains subject to closing conditions and may not occur.
RF Acquisition Corp II (RFAI) reported results of an extraordinary general meeting held on August 19, 2026 to vote on its proposed business combination with Nanyang Biologics Pte. Ltd. through NYB Holdings Limited (PubCo). Shareholders approved the Business Combination Agreement, the merger of RF Acquisition Corp II into PubCo, the related Nasdaq share issuance, governance provisions, and the NYB Holdings Limited Equity Incentive Plan. An adjournment proposal was also approved but was not needed.
Out of 8,343,765 ordinary shares entitled to vote as of May 20, 2026, 7,206,188 shares (approximately 86.36%) were represented, and each proposal received 6,765,584 votes for and 440,604 against. Holders submitted preliminary requests to redeem 3,956,323 ordinary shares from the Trust Account; these requests may change, and the business combination closing remains subject to satisfaction or waiver of closing conditions.
RF Acquisition Corp II obtained shareholder approval on August 12, 2026 to amend its charter and trust agreement, allowing up to six one‑month extensions of the business combination deadline from August 15, 2026 to as late as February 15, 2027. Each extension requires depositing $75,000 into the trust account in exchange for a non‑interest bearing, unsecured promissory note payable at closing of a business combination.
The trust amendment also removes the company’s prior right to withdraw up to $100,000 of interest for liquidation expenses, keeping those funds in the trust. Shareholders approved all three meeting proposals with 6,767,656 votes for and 260,877 against on each. In connection with the vote, holders of 833,157 ordinary shares redeemed their shares for approximately $9,277,866.57, or about $11.13 per share, leaving about $44,522,115.92 in the trust account and 3,998,108 ordinary shares outstanding.
RF Acquisition Corp II obtained shareholder approval on August 12, 2026 to extend the deadline to complete a business combination beyond August 15, 2026, allowing up to six one‑month extensions through February 15, 2027. Each monthly extension requires depositing $75,000 into the Trust Account in exchange for a non‑interest bearing, unsecured promissory note payable upon a business combination.
The Investment Management Trust Agreement was amended to implement these extensions and to eliminate the company’s prior right to withdraw up to $100,000 of trust interest for liquidation and dissolution expenses. Shareholders also approved corresponding amendments to the company’s charter.
In connection with the meeting, holders of 833,157 ordinary shares redeemed their shares for approximately $9,277,866.57 (about $11.13 per share). After these redemptions, approximately $44,522,115.92 remains in the Trust Account and the company has 3,998,108 ordinary shares outstanding.
RF Acquisition Corp II is a Cayman Islands-based special purpose acquisition company focused on deep technology targets in Asia. For the three months ended June 30, 2026, it reported net income of $104,427, driven by $459,287 of interest on funds in its Trust Account, offset by $354,860 of general, administrative and operational costs. For the six-month period, net income was $198,129.
Cash held in the Trust Account was $53,530,961 at June 30, 2026, while cash outside the Trust Account was only $10,191, contributing to a working capital deficit of $1,283,103 and shareholders’ deficit of $5,308,103. After prior redemptions of 6,668,735 shares, 4,831,265 ordinary shares remain subject to possible redemption. The company has a Business Combination Agreement with Nanyang Biologics and must complete a Business Combination by August 15, 2026 or liquidate, leading management to conclude there is substantial doubt about its ability to continue as a going concern. Disclosure controls and procedures were deemed not effective due to a material weakness in internal controls.
RF Acquisition Corp II is asking shareholders to approve three proposals at an August 12, 2026 virtual extraordinary general meeting. The main Extension Amendment Proposal would allow up to six additional one‑month extensions of the SPAC’s deadline to complete a Business Combination, moving the “Termination Date” from August 15, 2026 to as late as February 15, 2027.
The related Trust Agreement Amendment Proposal would require a $75,000 deposit into the Trust Account for each one‑month extension in exchange for a non‑interest‑bearing promissory note, and would eliminate the company’s ability to withdraw up to $100,000 of trust interest for dissolution expenses. Public shareholders may redeem in connection with this vote for approximately $11.07 per share, versus a market price of $11.03 on the Record Date, subject to a 15% per‑holder redemption cap. As of June 25, 2026, the Trust Account held about $53.5 million and there were 8,343,765 Ordinary Shares outstanding, including 4,831,265 Public Shares. If the extension and trust amendments are not approved and no Business Combination closes by August 15, 2026, the company will redeem all Public Shares and liquidate, and its rights will expire worthless.
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.