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Berkley Entities Report 754,815 Shares (5.0%) in RF Acquisition II

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13G

Rhea-AI Filing Summary

RF Acquisition Corp II Schedule 13G discloses that W. R. Berkley Corporation and Berkley Insurance Company report beneficial ownership of 754,815 ordinary shares of the issuer, identified by CUSIP G75389109. That holding represents 5.0% of the outstanding class based on the issuer's publicly available statement that there are 15,012,500 ordinary shares outstanding. The reporting persons state they have no sole voting or dispositive power and instead hold shared voting and shared dispositive power of 754,815 shares.

The filing identifies the reporting entities as organized in Delaware, lists the reporting persons' address as 475 Steamboat Road, Greenwich, CT 06830, and gives the issuer's principal office in Singapore. The statement certifies the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.

Positive

  • None.

Negative

  • None.

Insights

TL;DR: A 5.0% stake (754,815 shares) is a material passive disclosure but does not indicate control or management change.

The Schedule 13G shows a clear, quantified passive position: 754,815 shares (5.0%) with shared voting and dispositive power and no sole control. For investors, this is a transparency event that meets regulatory thresholds and clarifies ownership concentration without signaling an activist or control intent. The calculation references the issuer's stated outstanding share count of 15,012,500, which explains the percentage. Overall, the position is notable for size but described as non-control.

TL;DR: Ownership disclosed as shared power and held in the ordinary course implies a non-control, reporting-threshold disclosure.

The filing's certification that the securities are held in the ordinary course of business and not to influence control is the key governance signal here. Both reporting entities report 0 sole voting and 754,815 shared voting power, which supports a passive posture under Schedule 13G. From a governance standpoint, this should not trigger board or control-related governance changes; it simply updates the register of significant holders at the 5% reporting threshold.






Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)






SCHEDULE 13G





SCHEDULE 13G





SCHEDULE 13G



W. R. Berkley Corporation
Signature:By: /s/ Richard M. Baio
Name/Title:Richard M. Baio, Executive Vice President and Chief Financial Officer
Date:08/08/2025
Berkley Insurance Company
Signature:By: /s/ Richard M. Baio
Name/Title:Richard M. Baio, Executive Vice President and Treasurer
Date:08/08/2025

FAQ

How many RF Acquisition Corp II shares does W. R. Berkley own (RFAIU)?

W. R. Berkley Corporation and Berkley Insurance Company report beneficial ownership of 754,815 shares of RF Acquisition Corp II.

What percentage of RFAIU does the reported holding represent?

The reported holding represents 5.0% of the outstanding ordinary shares of RF Acquisition Corp II based on the issuer's stated outstanding share count.

Do the reporting persons have sole voting or dispositive power over the RFAIU shares?

No. The filing states 0 sole voting power and 0 sole dispositive power, and reports 754,815 shared voting and shared dispositive power.

Through which entities is the ownership reported for RFAIU?

The ownership is reported by W. R. Berkley Corporation and Berkley Insurance Company, both identified in the filing.

Does the Schedule 13G indicate an intent to influence control of RFAIU?

No. The reporting persons certify the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control.