STOCK TITAN

RF Acquisition Corp II (RFAI) wins shareholder approval to extend SPAC deadline and reports $9.3M redemptions

(High)
(Neutral)
Form Type
425

Rhea-AI Filing Summary

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.

Positive

  • Shareholders approved extensions allowing up to six additional one‑month periods to complete a business combination, potentially through February 15, 2027, supported by $75,000 monthly deposits into the trust.
  • The trust amendment eliminates the right to withdraw up to $100,000 of interest for liquidation expenses, preserving that amount within the trust account for public shareholders.

Negative

  • Redemptions by holders of 833,157 ordinary shares will remove about $9,277,866.57 (approximately $11.13 per share) from the trust, reducing cash available for a potential business combination to about $44,522,115.92.

Insights

Analyzing...

Maximum extension date February 15, 2027 Latest date to complete a business combination after up to six one‑month extensions
Monthly extension deposit $75,000 Amount deposited into the trust account for each one‑month extension
Interest withdrawal right forfeited $100,000 Previous right to withdraw interest for liquidation expenses eliminated by trust amendment
Shares redeemed 833,157 shares Ordinary shares redeemed in connection with the extension vote
Redemption amount $9,277,866.57 Total cash withdrawn from the trust to pay redeeming shareholders
Redemption price per share $11.13 Approximate cash paid per redeemed ordinary share
Trust balance after redemptions $44,522,115.92 Amount remaining in the trust account following redemptions
Shares outstanding after redemptions 3,998,108 shares Total ordinary shares outstanding following completion of the redemption
Investment Management Trust Agreement regulatory
"entered into an amendment (the “Trust Agreement Amendment”) to the Investment Management Trust Agreement"
A written contract that names who will run and make investment decisions for a trust’s assets, spells out their authority, duties, fees and how performance and risks will be handled. It matters to investors because it defines who is responsible for growing and protecting the money—like hiring a caretaker with a clear job description—and sets the rules and safeguards that affect returns, costs and how disputes or withdrawals are resolved.
non-interest bearing, unsecured promissory note financial
"in exchange for a non-interest bearing, unsecured promissory note payable upon the consummation"
extraordinary general meeting regulatory
"at an extraordinary general meeting of shareholders held on August 12, 2026"
Termination Date regulatory
"extend the date by which it has to complete a business combination from August 15, 2026 (the “Termination Date”)"
Termination date is the specific calendar day when a contract, agreement, option or other legal arrangement stops being in effect and any remaining rights or obligations expire. For investors it matters because that date sets deadlines for exercising rights, receiving payments, closing positions or avoiding penalties—similar to the day a lease or warranty ends, after which parties no longer have the same protections or claims.
Articles Amendment regulatory
"by adopting the Amendment to the Existing Charter in the form set forth in Annex A"
redemption financial
"holders of 833,157 ordinary shares of the Company exercised their right to redeem such shares (the “Redemption”)"
Redemption is when an issuer or holder settles a financial instrument by paying it off or returning it for cash, such as a bond being paid at maturity or a preferred share bought back by the company. It matters to investors because redemption changes when and how they get their money back, can cut off future income from the investment, and affects the issuer’s cash needs—think of it like a loan being paid off early or a store refunding a returned purchase.

FAQ

What did RF Acquisition Corp II (RFAI) change about its business combination deadline?

RF Acquisition Corp II extended its business combination deadline by up to six additional one‑month periods, moving the outside date from August 15, 2026 to as late as February 15, 2027. Each monthly extension requires specific notice to the trustee and a cash deposit.

How much must RF Acquisition Corp II (RFAI) contribute for each extension?

For each one‑month extension, the company must deposit $75,000 into the trust account in exchange for a non‑interest bearing, unsecured promissory note. These notes are payable only upon consummation of a business combination, effectively deferring sponsor funding until closing.

How many RF Acquisition Corp II (RFAI) shares were redeemed and for what amount?

Shareholders redeemed 833,157 ordinary shares for an aggregate of about $9,277,866.57, or approximately $11.13 per share. These funds will be withdrawn from the trust account and paid to the redeeming holders following the extension vote.

How much remains in RF Acquisition Corp II’s (RFAI) trust account after redemptions?

After paying redemptions, approximately $44,522,115.92 will remain in the trust account. This balance is available to support a future business combination, subject to any additional extensions or further redemptions at a later transaction vote.

How many RF Acquisition Corp II (RFAI) shares remain outstanding after the meeting?

Following the redemption of 833,157 ordinary shares, RF Acquisition Corp II will have 3,998,108 ordinary shares outstanding. This reduced share count reflects investors who chose to redeem in connection with approval of the extension proposals.

What shareholder proposals did RF Acquisition Corp II (RFAI) approve at the meeting?

Shareholders approved the Articles Amendment Proposal, the Trust Agreement Amendment Proposal, and an Adjournment Proposal. Each proposal received 6,767,656 votes for and 260,877 against, enabling the extended timeline and revised trust terms.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): August 12, 2026

 

 

 

RF ACQUISITION CORP II

(Exact name of registrant as specified in its charter)

 

Cayman Islands   001-42016   00-0000000N/A
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

111 Somerset, #05-07
Singapore, 238164

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code +65 6904 0766

 

Not Applicable
(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Units, each consisting of one ordinary share and one right   RFAIU   The Nasdaq Stock Market LLC
Ordinary Shares, par value $0.0001 per share   RFAI   The Nasdaq Stock Market LLC
Rights, each right entitling the holder thereof to one-twentieth of one ordinary share   RFAIR   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

 

 

 

 

 

 

Item 1.01. Entry into a Material Definitive Agreement

 

As approved by the shareholders of RF Acquisition Corp II (the “Company” or “RFAC”), by ordinary resolution, at an extraordinary general meeting of shareholders held on August 12, 2026 (the “Meeting”), on August 12, 2026, the Company entered into an amendment (the “Trust Agreement Amendment”) to the Investment Management Trust Agreement, dated as of May 16, 2024, as amended on November 10, 2025, with Continental Stock Transfer & Trust Company. Pursuant to the Trust Agreement Amendment, the Company has extended the date by which it has to complete a business combination from August 15, 2026 (the “Termination Date”) up to six (6) times, with each extension comprised of one month, from the Termination Date, or extended date, as applicable, to February 15, 2027 by providing five days’ advance notice (or two days’ advance notice for the first extension) to the trustee prior to the applicable Termination Date, or extended date, and depositing into the trust account (the “Trust Account”) $75,000 for each monthly extension until February 15, 2027 (assuming a business combination has not occurred) in exchange for a non-interest bearing, unsecured promissory note payable upon the consummation of a business combination (the “Trust Agreement Amendment Proposal”). The Trust Agreement Amendment also amends Section 1(i) of the Investment Management Trust Agreement to eliminate the Company’s right to withdraw up to $100,000 of interest earned on the Trust Account to pay liquidation and dissolution expenses, such that the Company forfeits such right in its entirety and no such amount will be withdrawn from the Trust Account for that purpose.

 

The foregoing description of the Trust Agreement Amendment is a summary only and is qualified in its entirety by reference to the full text of the Trust Agreement Amendment which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information disclosed under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03 to the extent required herein.

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

As approved by the Company’s shareholders at the Meeting on August 12, 2026, by special resolution, the Company amended its Amended and Restated Memorandum and Articles of Association, dated April 15, 2024 (the “Initial Charter”), as amended on November 10, 2025 (as amended, the “Existing Charter”), on August 12, 2026, by adopting the Amendment to the Existing Charter in the form set forth in Annex A to the definitive proxy statement filed with the Securities and Exchange Commission on July 31, 2026 (the “Articles Amendment”), reflecting the extension of the date by which the Company must consummate a business combination from the Termination Date up to six (6) additional extensions comprised of one month each (each an “Extension”) up to February 15, 2027 (i.e., for a period of time ending up to 33 months after the consummation of its initial public offering for a total of six (6) months after the Termination Date (assuming a business combination has not occurred)).

 

The foregoing description of the Articles Amendment is a summary only and is qualified in its entirety by reference to the full text of the Articles Amendment, which is attached hereto as Exhibit 3.1 and incorporated by reference herein.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

At the Meeting, the Company’s shareholders approved the following proposals: (1) a proposal to approve by special resolution the Articles Amendment (the “Articles Amendment Proposal”), (2) a proposal to approve, by ordinary resolution the Trust Agreement Amendment Proposal, and (3) a proposal to adjourn the Meeting to a later date if, based upon the tabulated vote at the time of the Meeting, there are not sufficient votes to approve the Articles Amendment Proposal and the Trust Agreement Amendment Proposal (the “Adjournment Proposal”).

 

The Articles Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal presented at the Meeting were approved by the Company’s shareholders. The final voting results for each Proposal are set forth below.

 

1

 

 

Proposal No. 1 – Articles Amendment Proposal

 

The Articles Amendment Proposal was approved by special resolution of the Company’s shareholders, and received the following votes:

 

FOR   AGAINST   ABSTAIN
6,767,656   260,877   0

 

Proposal No. 2 – Trust Agreement Amendment Proposal

 

The Trust Agreement Amendment Proposal was approved by ordinary resolution of the Company’s shareholders, and received the following votes:

 

FOR   AGAINST   ABSTAIN
6,767,656   260,877   0

 

Proposal No. 3 – Adjournment Proposal

 

The Adjournment Proposal was approved by ordinary resolution of the Company’s shareholders, and received the following votes:

 

FOR   AGAINST   ABSTAIN
6,767,656   260,877   0

 

Although Proposal 3 was approved, adjournment of the Meeting was not necessary or appropriate because the Company’s shareholders approved the Articles Amendment Proposal and the Trust Agreement Amendment Proposal.

 

Item 8.01. Other Events.

 

In connection with the shareholders’ vote at the Meeting, holders of 833,157 ordinary shares of the Company exercised their right to redeem such shares (the “Redemption”) for a pro rata portion of the funds held in the Trust Account. As a result, approximately $9,277,866.57 (approximately $11.13 per share) will be removed from the Trust Account to pay such holders and approximately $44,522,115.92 will remain in the Trust Account. Following the aforementioned Redemption, the Company will have 3,998,108 ordinary shares outstanding.

 

2

 

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
3.1   Amendment to the Amended and Restated Memorandum and Articles of Association, dated August 12, 2026.
   
10.1   Amendment No. 2 to the Investment Management Trust Agreement, dated August 12, 2026, by and between RF Acquisition Corp II and Continental Stock Transfer & Trust Company.
   
104   Cover Page Interactive Data File (embedded with the Inline XBRL document)

 

3

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  RF ACQUISITION CORP II
     
  By: /s/ Tse Meng Ng
    Name: Tse Meng Ng
    Title: Chief Executive Officer

 

Dated: August 14, 2026

 

4