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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 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.
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.
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.
Karpus Management, Inc. amended a Schedule 13G to report ownership in RF Acquisition Corp. The filing states Karpus (d/b/a Karpus Investment Management) beneficially owns 2,391,058 shares, representing 28.66% of the common stock. The filing shows Karpus has sole voting power and sole dispositive power over all 2,391,058 shares and states the shares are held directly by accounts managed by Karpus.
AQR Capital Management entities report a passive stake in RF Acquisition Corp II. AQR Capital Management, LLC, AQR Capital Management Holdings, LLC, and AQR Arbitrage, LLC collectively report beneficial ownership of 170,331 ordinary shares, representing 2.04% of RF Acquisition Corp II’s outstanding ordinary shares.
The firms report shared power to vote and dispose of all 170,331 shares, with no sole voting or dispositive power. They certify the shares were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the company.