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 signed a Business Combination Agreement to combine with Nanyang Biologics Pte. Ltd. through a new Cayman holding company, NYB Holdings Limited (PubCo). RF Acquisition Corp II will merge into PubCo, and Nanyang will amalgamate with a PubCo subsidiary, leaving Nanyang as a wholly owned PubCo subsidiary.
Each RF Acquisition Corp II ordinary share will be exchanged for one PubCo ordinary share, and each outstanding right will convert into one‑twentieth of a PubCo share. Nanyang shareholders will receive newly issued PubCo shares based on agreed formulas in the merger contract.
Closing depends on effectiveness of a Form F‑4 registration statement, shareholder approvals at RF Acquisition Corp II and Nanyang, PubCo’s listing approval on Nasdaq or NYSE, accuracy of representations, covenant compliance, and absence of legal blocks. Support and lock‑up agreements commit Nanyang holders of at least 75% of voting shares and the RF Acquisition Corp II founder to vote for the deal and restrict sales of their PubCo shares for up to 24 months after closing.
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.