RF Acquisition (NASDAQ: RFAI) backs NYB deal, millions of shares seek redemption

Rhea-AI Filing Summary

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.

Positive

• All business combination-related proposals passed with 6,765,584 votes in favor, advancing RF Acquisition Corp II’s planned merger with NYB Holdings Limited and Nanyang Biologics Pte. Ltd.

Negative

• None.

Key Figures

Shares entitled to vote: 8,343,765 ordinary shares Shares present at meeting: 7,206,188 shares Votes for key proposals: 6,765,584 votes for +2 more

5 metrics

Shares entitled to vote 8,343,765 ordinary shares Issued, outstanding and entitled to vote as of May 20, 2026 record date

Shares present at meeting 7,206,188 shares Shares present in person or by proxy at the extraordinary general meeting, representing approximately 86.36% of entitled shares

Votes for key proposals 6,765,584 votes for For the Business Combination, Merger, Nasdaq, Incentive Plan, governance and adjournment proposals

Votes against key proposals 440,604 votes against Against the Business Combination, Merger, Nasdaq, Incentive Plan, governance and adjournment proposals

Preliminary redemption requests 3,956,323 ordinary shares Preliminary redemption requests for cash from the Trust Account submitted in connection with the meeting

Key Terms

Business Combination Agreement, Extraordinary General Meeting, Trust Account, Nasdaq Listing Rules 5635(a) and (b), +1 more

5 terms

Business Combination Agreement financial

"the business combination agreement, dated as of October 2, 2025"

A business combination agreement is a detailed contract that lays out the terms for two companies to join together—covering price, how ownership will be split, the steps needed to close the deal, and what each side promises to do or avoid before closing. For investors it matters because the agreement determines potential changes in value, control, timing, and risk exposure—think of it like the playbook for a merger that shows who wins, who pays, and what could still derail the plan.

Extraordinary General Meeting regulatory

"held an extraordinary general meeting of shareholders"

Trust Account financial

"redeem 3,956,323 RFAC Ordinary Shares for cash from the Trust Account"

A trust account is a special bank or brokerage account where assets are held and managed by a designated person or firm (the trustee) for the benefit of another person or group (the beneficiary). It matters to investors because it separates assets from personal or corporate funds, can protect assets, control how and when money is used, and may affect tax or legal rights—think of it as a locked drawer opened only under agreed rules.

Nasdaq Listing Rules 5635(a) and (b) regulatory

"for purposes of complying with Nasdaq Listing Rules 5635(a) and (b)"

Equity Incentive Plan financial

"approve and adopt the NYB Holdings Limited Equity Incentive Plan"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

FAQ

What did RF Acquisition Corp II (RFAI) shareholders approve at the August 19, 2026 meeting?

Shareholders approved the Business Combination Agreement, the merger of RF Acquisition Corp II into NYB Holdings Limited (PubCo), the amalgamation with Nanyang Biologics, Nasdaq share issuance, governance matters, an equity incentive plan and an adjournment proposal, each receiving 6,765,584 votes for and 440,604 against.

How many RF Acquisition Corp II (RFAI) shares were entitled to vote and what was the quorum?

As of the May 20, 2026 record date, 8,343,765 ordinary shares were issued, outstanding and entitled to vote. A total of 7,206,188 shares, representing approximately 86.36% of shares entitled to vote, were present in person or by proxy, constituting a quorum.

What were the vote results for the RFAI business combination and merger proposals?

Both the Business Combination Proposal and the Merger Proposal received 6,765,584 votes for, 440,604 votes against, and 0 abstentions, thereby obtaining shareholder approval to proceed with the planned combination structure involving PubCo and Nanyang Biologics.

How many RF Acquisition Corp II (RFAI) shares were submitted for redemption?

Holders submitted preliminary requests to redeem 3,956,323 ordinary shares for cash from the trust account. These requests may be withdrawn or reversed with RF Acquisition Corp II’s consent before closing, so the final number of redeemed shares will be determined at closing.

Has the RF Acquisition Corp II (RFAI) business combination with NYB Holdings Limited closed?

No. The company states that closing of the Business Combination remains subject to satisfaction or waiver of applicable closing conditions and may not occur. RF Acquisition Corp II intends to disclose final redemption results promptly after any closing.

What equity plan did RF Acquisition Corp II (RFAI) shareholders approve?

Shareholders approved and adopted the NYB Holdings Limited Equity Incentive Plan and its material terms. The related Incentive Plan Proposal received 6,765,584 votes for, 440,604 votes against, and 0 abstentions at the extraordinary general meeting.

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

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Available on EDGAR 08/20/2026 - 04:55 PM Accepted by SEC EDGAR 08/20/2026 - 04:50 PM 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 19, 2026

RF ACQUISITION CORP II

(Exact name of registrant as specified in its charter)

Cayman Islands		001-42016		N/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

N/A
(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 to receive one-twentieth (1/20) 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 5.07. Submission of Matters to a Vote of Security Holders.

On August 19, 2026, RF Acquisition Corp II, a Cayman Islands exempted company with limited liability (“RFAC”), held an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”) in connection with the proposed business combination (the “Business Combination”) described in (i) the business combination agreement, dated as of October 2, 2025 (as may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among RFAC, NYB Holdings Limited, a Cayman Islands exempted company with limited liability (“PubCo”), NYB Pte. Ltd., a Singapore private company limited by shares and a direct wholly-owned subsidiary of PubCo (“Amalgamation Sub”), and Nanyang Biologics Pte. Ltd. (the “Target Company”), and (ii) RFAC’s definitive proxy statement/prospectus filed with the Securities and Exchange Commission on July 27, 2026 (the “Definitive Proxy Statement/Prospectus”) and mailed to RFAC shareholders on or about July 28, 2026.

Each proposal (individually a “Proposal” and, collectively, the “Proposals”) voted upon at the Extraordinary General Meeting and the voting results are set forth below. Each Proposal voted on at the Extraordinary General Meeting is described in detail in the Definitive Proxy Statement/Prospectus.

As of the close of business on May 20, 2026, the record date for the Extraordinary General Meeting, there were 8,343,765 RFAC Ordinary Shares issued and outstanding and entitled to vote at the Extraordinary General Meeting.

A total of 7,206,188 shares, representing approximately 86.36% of the shares entitled to vote, was present in person or by proxy at the Extraordinary General Meeting, constituting a quorum. Capitalized terms used herein that are not otherwise defined have the meaning set forth in the Definitive Proxy Statement/Prospectus.

Proposal No. 1 - Business Combination Proposal

To consider and vote upon a proposal (a) to approve and adopt the Business Combination Agreement and (b) to adopt and approve the Transactions and Business Combination contemplated thereby, including, among other things, (i) the merger of RFAC with and into PubCo, with PubCo being the surviving company, and (ii) the amalgamation of Amalgamation Sub and the Target Company, with the Target Company being the surviving entity and becoming a wholly-owned subsidiary of PubCo. The Business Combination Proposal received the following votes:

For		Against		Abstain
6,765,584		440,604		0

Proposal No. 2 - The Merger Proposal

To consider and vote upon a proposal to approve, by special resolution, the merger by and between RFAC and PubCo, whereby RFAC will merge with and into PubCo with PubCo being the surviving company. The Merger Proposal received the following votes:

For		Against		Abstain
6,765,584		440,604		0

Proposal No. 3 - The Advisory Governance Proposals

To consider and vote upon three separate proposals to approve, on a non-binding advisory basis, certain governance provisions in the amended and restated memorandum and articles of association of PubCo upon completion of the Business Combination, specifically the following subproposals:

3A. To consider and vote upon the governance provision in the PubCo Charter providing that the authorized share capital of PubCo will be US$60,000 divided into 500,000,000 ordinary shares with a par value of US$0.0001 per share and 100,000,000 preference shares with a par value of US$0.0001 per share; the votes were as follows:

For		Against		Abstain
6,765,584		440,604		0

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3B. To consider and vote upon the governance provision in the PubCo Charter removing any blank check company provisions; the votes were as follows:

For		Against		Abstain
6,765,584		440,604		0

3C. To consider and vote upon the governance provision in the PubCo Charter permitting any director to be removed by an ordinary resolution passed by the shareholders of PubCo or by a resolution passed by not less than three-fifths of the directors at a meeting of the directors duly convened and held in accordance with the PubCo Charter or by a resolution in writing signed by not less than three-fifths of the directors, and may otherwise cease to hold office in any other manner provided for in the PubCo Charter; the votes were as follows:

For		Against		Abstain
6,765,584		440,604		0

Proposal No. 4 - The Nasdaq Proposal

To consider and vote upon a proposal to approve, for purposes of complying with Nasdaq Listing Rules 5635(a) and (b), the issuance of PubCo Ordinary Shares in connection with the Business Combination. The Nasdaq Proposal received the following votes:

For		Against		Abstain
6,765,584		440,604		0

Proposal No. 5 - The Incentive Plan Proposal

To consider and vote upon a proposal to approve and adopt the NYB Holdings Limited Equity Incentive Plan and the material terms thereunder. The Incentive Plan Proposal received the following votes:

For		Against		Abstain
6,765,584		440,604		0

Proposal No. 6 - The Adjournment Proposal

To consider and approve, if presented, a proposal to adjourn the Extraordinary General Meeting to a later date or dates in the event that there are insufficient votes for, or otherwise in connection with, approval of one or more Proposals. The Adjournment Proposal received the following votes:

For		Against		Abstain
6,765,584		440,604		0

Item 8.01. Other Events.

In connection with the Extraordinary General Meeting, holders submitted preliminary requests to redeem 3,956,323 RFAC Ordinary Shares for cash from the Trust Account. These preliminary requests remain subject to withdrawal or reversal with RFAC’s consent prior to the Closing of the Business Combination. The Closing of the Business Combination remains subject to the satisfaction or waiver of applicable Closing conditions and may not occur. Accordingly, the final number of RFAC Ordinary Shares to be redeemed, the aggregate redemption payment, the per-share redemption price, the proceeds remaining in the Trust Account, RFAC’s post-closing cash and the post-closing public float cannot be determined until Closing. RFAC intends to disclose the final redemption results promptly after Closing.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

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

Date: August 20, 2026

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