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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): July 9, 2026
RF ACQUISITION CORP III
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
001-43125 |
|
00-0000000 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)
Registrant’s telephone number, including area code: +65 98203007
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 to receive one-tenth of one ordinary share |
|
RFAMU |
|
The Nasdaq Stock Market LLC |
| Ordinary Shares, par value $0.0001 per share |
|
RFAM |
|
The Nasdaq Stock Market LLC |
| Rights, each right entitling the holder thereof to one-tenth of one ordinary share |
|
RFAMR |
|
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 or Rule 12b-2 of the Securities Exchange Act of 1934.
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.
Business Combination Agreement
On July 9, 2026, RF Acquisition Corp III, a Cayman
Islands exempted company with limited liability (“RFAC III”) entered into a Business Combination Agreement (as it may be amended,
supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among RFAC III, HCC Healthcare
Pte. Ltd., a Singapore private company limited by shares (“HCC Healthcare”), and HCC Merger Sub Limited, a Cayman Islands
exempted company with limited liability and a direct wholly-owned subsidiary of HCC Healthcare (“Merger Sub”).
The Business Combination Agreement and the transactions contemplated thereby were approved by the boards of directors of RFAC III, HCC Healthcare and Merger Sub.
The Business Combination
The Business Combination Agreement provides for,
among other things, the following transactions: (i) immediately prior to the closing of the transactions contemplated in the Business
Combination Agreement (the “Closing”), HCC Healthcare will effect a recapitalization (the “Recapitalization”)
converting each ordinary share of HCC Healthcare (each, a “Company Ordinary Share”) into such number of Company Ordinary Shares,
such that following the Recapitalization each Company Ordinary Share shall be valued at $10.00 per share based on a $500,000,000 total
equity value on a fully-diluted basis; and (ii) following the Recapitalization, RFAC III will merge with and into Merger Sub (the “Merger”),
with Merger Sub surviving the Merger and continuing as a direct wholly-owned subsidiary of HCC Healthcare. The Merger, the Recapitalization
and the other transactions contemplated by the Business Combination Agreement are hereinafter referred to as the “Business Combination.”
Capitalized terms used in this Current Report on Form 8-K (this “Current Report”) but not otherwise defined herein shall have
the respective meanings ascribed to such terms in the Business Combination Agreement.
Business Combination Consideration
In accordance with the terms and subject to the
conditions of the Business Combination Agreement, (i) each issued and outstanding Acquiror Ordinary Share will automatically be cancelled
and converted into such one newly issued Company Ordinary Share as determined in accordance with the terms of the Business Combination
Agreement, (ii) each outstanding Acquiror Right will cease to be a right with respect to Acquiror Ordinary Shares and will be exchanged
for one-tenth (1/10th) of one Company Ordinary Share, and (iii) each share of Merger Sub issued and outstanding will remain outstanding
as shares of Merger Sub which will be a direct wholly-owned subsidiary of HCC Healthcare.
Representations and Warranties; Covenants
The Business Combination Agreement contains representations,
warranties and covenants of each of the parties thereto that are customary for transactions of this type. The parties have also agreed,
among other things, that at the Closing, the board of directors of HCC Healthcare will comprise seven directors, of whom six are designated
by HCC Healthcare and one is designated by Alfa 30 Limited (the “Founder”).
Conditions to Each Party’s Obligations
The obligations of RFAC III and HCC Healthcare
to consummate the Business Combination are subject to certain closing conditions, including but not limited to: (i) the Registration
Statement (as defined below) having become effective; (ii) approval by the RFAC III and HCC Healthcare shareholders of the Business Combination
and the other transaction proposals having been obtained; (iii) Company Ordinary Shares having been approved for listing on either Nasdaq
Stock Market (“Nasdaq”) or the New York Stock Exchange (the “NYSE”) (subject to official notice of issuance);
(iv) the accuracy of representations and warranties to various standards, from de minimis to material adverse effect; (v) material compliance
with pre-closing covenants; (vi) the bring-down to closing of a representation that no material adverse effect has occurred (both for
RFAC III and HCC Healthcare); and (vii) the absence of a legal prohibition on consummating the Business Combination.
Termination
The Business Combination Agreement may be terminated
under customary and limited circumstances prior to the closing of the Business Combination, including, but not limited to: (i) by mutual
written consent of HCC Healthcare and RFAC III; (ii) by either HCC Healthcare or RFAC III if any governmental authority has enacted,
issued, promulgated, enforced or entered any law or governmental order that is then in effect and has the effect of making the Closing
illegal or otherwise prevents or prohibits consummation of the Closing, other than any such restraint that is immaterial; (iii) by HCC
Healthcare if RFAC III’s shareholder approval of the Business Combination has not been obtained by reason of the failure to obtain
the required vote at the RFAC III shareholders’ meeting duly convened therefor or at any adjournment or postponement thereof; (iv)
by HCC Healthcare if RFAC III’s board of directors has publicly announced its proposal to, or has publicly announced its resolution
to, withhold or withdraw, or to qualify, amend or modify in a manner detrimental to obtaining RFAC III shareholder approval; (v) by RFAC
III, prior to the Closing and by written notice to HCC Healthcare, if (a) there is any breach of any representation, warranty, covenant
or agreement on the part of HCC Healthcare or Merger Sub set forth in the Business Combination Agreement such that the conditions to
closing would not be satisfied at the Closing (subject to a cure period of up to forty-five (45) days if such breach is curable and HCC
Healthcare is using its reasonable best efforts to cure), or (b) the Closing has not occurred on or before the date falling 270 days
after the date of the Business Combination Agreement, unless RFAC III is in material breach of the Business Combination Agreement; (vi)
by RFAC III, if shareholder approval has not been obtained by HCC Healthcare within thirty-five (35) business days after the Registration
Statement has been declared effective by the U.S. Securities and Exchange Commission (the “SEC”); or (vii) by HCC Healthcare,
prior to the Closing and by written notice to RFAC III, if (a) there is any breach of any representation, warranty, covenant or agreement
on the part of RFAC III set forth in the Business Combination Agreement such that the conditions to closing would not be satisfied at
the Closing (subject to a cure period of up to thirty (30) days if such breach is curable and RFAC III is using its reasonable best efforts
to cure), or (b) provided HCC Healthcare has delivered the required audited and interim financial statements, if the Closing has not
occurred on or before the Agreement End Date, unless HCC Healthcare is in material breach of the Business Combination Agreement.
The foregoing description of the Business Combination Agreement is subject to and qualified in its entirety by reference to the full text of the Business Combination Agreement, a copy of which is attached as Exhibit 2.1 hereto.
Company Holders’ Support and Lock-Up Agreement
Concurrently with the execution of the Business
Combination Agreement, RFAC III, HCC Healthcare and certain of HCC Healthcare’s shareholders entered into a customary voting support
and lock-up agreement (the “Company Holders’ Support Agreement”), pursuant to which such Company Shareholders have agreed,
among other things: (a) to vote in favor of the Business Combination Agreement and the Business Combination; (b) to vote against any proposals
that would materially impede the Business Combination; (c) not to sell or transfer any of their Company Ordinary Shares prior to the Company
Shareholder Approval; and (d) certain Company Shareholders have agreed to a lock-up of the Company Ordinary Shares they hold for
a period of six (6) months following the Closing of the Business Combination.
The foregoing description of the Company Holders’ Support Agreement is subject to and qualified in its entirety by reference to the full text of the Company Holders’ Support Agreement, a copy of which is attached as Exhibit 10.1 hereto.
Founder’s Support and Lock-Up Agreement
Concurrently with the execution of the
Business Combination Agreement, RFAC III, the Founder and HCC Healthcare entered into a customary voting support and lock-up
agreement (the “Founder’s Support Agreement”), pursuant to which the Founder has agreed to, among other things:
(i) appear for purposes of constituting a quorum at the meetings of the shareholders of RFAC III called to seek approval of the
Business Combination and the other transaction proposals; (ii) vote to adopt and approve the Business Combination Agreement and the
other documents contemplated thereby and the transactions contemplated thereby; (iii) vote against any proposals that would
materially impede the Business Combination or any other transaction proposal; and (iv) a lock-up of the Company Ordinary Shares it
will receive pursuant to the Merger (subject to certain exceptions) for a period of up to six (6) months following the Closing of
the Business Combination.
The foregoing description of the Founder’s Support Agreement is subject to and qualified in its entirety by reference to the full text of the Founder’s Support Agreement, a copy of which is attached as Exhibit 10.2 hereto.
Registration Rights Agreement
In connection with the Closing, HCC Healthcare,
the Founder, EarlyBirdCapital, Inc. (“EBC”), certain equityholders of RFAC III (the “Founder Equityholders”) and
certain equityholders of HCC Healthcare will enter into a Registration Rights Agreement (the “Registration Rights Agreement”),
amending and restating the existing Registration Rights Agreement, dated as of February 12, 2026, by and between RFAC III, the Founder
and EBC, pursuant to which, among other things, HCC Healthcare agreed to register for resale on Form F-1 or, if available, Form F-3, pursuant
to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), certain securities of HCC Healthcare that
are held by the Founder, the Founder Equityholders, EBC and certain equityholders of HCC Healthcare (collectively, the “Holders”).
The Registration Rights Agreement will provide the Holders with certain demand and piggyback registration rights and permits certain Holders
to engage in block trades, in each case subject to customary cutback provisions and other limitations set forth therein.
Under the Registration Rights Agreement, HCC Healthcare
will agree to indemnify the Holders of registrable securities and their respective officers, directors and each person who controls such
Holders (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses (including reasonable
attorneys’ fees) resulting from any untrue or alleged untrue statement, or omission or alleged omission of a material fact in any
registration statement, prospectus or any amendment thereof or supplement thereto pursuant to which such Holders sell their registrable
securities, except insofar as such liability arose from information furnished in writing by such Holder expressly for use therein, and
such Holders will agree to indemnify HCC Healthcare, its officers, directors and agents and each person who controls HCC Healthcare (within
the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses (including reasonable attorneys’
fees) resulting from any untrue statement of a material fact or any omission of a material fact in any registration statement, prospectus
or any amendment thereof or supplement thereto pursuant to which such Holders sell their registerable securities.
The foregoing description of the Registration
Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Registration
Rights Agreement, a copy of which is attached as Exhibit 10.3 to this Current Report and
is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On July 9, 2026, RFAC III and HCC Healthcare issued
a joint press release announcing the execution of the Business Combination Agreement. A copy of the press release is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
The information furnished under this Item 7.01
shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject
to the liabilities of that section, and shall not be deemed incorporated by reference into any filing under the Securities Act, or the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), except as shall be expressly set forth by specific reference
in such a filing.
Forward-Looking Statements
This Current Report, including the description
of the transactions, agreements, and other information contained herein and the exhibits hereto (collectively, this “communication”)
includes “forward-looking statements” within the meaning of the Securities Act, and section 21E of the Exchange Act, with
respect to the proposed Business Combination, and also contains certain financial forecasts and projections. All statements other than
statements of historical fact contained in this communication, including, but not limited to, statements as to future results of operations
and financial position, planned products and services, business strategy and plans, objectives of management for future operations of
HCC Healthcare, market size and growth opportunities, competitive position, technological and market trends and the potential benefits
and expectations related to the terms and timing of the proposed Business Combination, are forward-looking statements. Some of these forward-looking
statements can be identified by the use of forward-looking words, including “outlook,” “believes,” “expects,”
“potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,”
“predicts,” “intends,” “trends,” “plans,” “estimates,” “anticipates”
or the negative version of these words or other comparable words. All forward-looking statements are based upon estimates and forecasts
and reflect the views, assumptions, expectations, and opinions of RFAC III and HCC Healthcare, which are all subject to change due to
various factors including, without limitation, changes in general economic conditions. Any such estimates, assumptions, expectations,
forecasts, views or opinions, whether or not identified in this communication, should be regarded as indicative, preliminary and for illustrative
purposes only and should not be relied upon as being necessarily indicative of future results.
The forward-looking statements and financial forecasts
and projections contained in this communication are subject to a number of factors, risks and uncertainties. Potential risks and uncertainties
that could cause the actual results to differ materially from those expressed or implied by forward-looking statements include, but are
not limited to, changes in domestic and foreign business, market, financial, political and legal conditions; the timing and structure
of the Business Combination; changes to the proposed structure of the Business Combination that may be required or appropriate as a result
of applicable laws or regulations; the inability of the parties to successfully or timely consummate the Business Combination and the
other transactions in connection therewith, including as a result of the risk that any regulatory approvals are not obtained, are delayed
or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the Business Combination
or that the approval of the shareholders of RFAC III or HCC Healthcare is not obtained; the risk that the Business Combination disrupts
current plans and operations of RFAC III or HCC Healthcare as a result of the announcement and consummation of the Business Combination;
the ability of HCC Healthcare to grow and manage growth profitably and retain its key employees including its chief executive officer
and executive team; the inability to obtain or maintain the listing of the post-acquisition company’s securities on Nasdaq or the
NYSE, as the case may be, following the Business Combination; failure to realize the anticipated benefits of the Business Combination;
risk relating to the uncertainty of the projected financial information with respect to HCC Healthcare;
the amount of redemption requests made by RFAC
III’s shareholders and the amount of funds available in the RFAC III trust account; HCC Healthcare’s ability to attract new
and retain existing customers in a cost effective manner, competitive pressures in and any disruption to the industry in which HCC Healthcare
and its subsidiaries (the “Group”) operates, the Group’s ability to achieve profitability despite a history of losses,
the Group’s ability to implement its growth strategies and manage its growth, customers of the Group continuing to make valuable
contributions to its platform, the Group’s ability to meet consumer expectations; the success of the Group’s new product or
service offerings; the Group’s ability to produce accurate forecasts of its operating and financial results; the Group’s ability
to attract traffic to its websites; the Group’s ability to assess property values accurately; the Group’s internal controls;
fluctuations in foreign currency exchange rates; the Group’s ability to raise capital; media coverage of the Group; the Group’s
ability to obtain insurance coverage; changes in the regulatory environments (such as anti-trust laws, foreign ownership restrictions
and tax regimes) of the countries in which the Group operates, general economic conditions in the countries in which the Group operates,
the Group’s ability to attract and retain management and skilled employees, the success of the Group’s strategic investments
and acquisitions, changes in the Group’s relationship with its current customers, suppliers and service providers, disruptions to
information technology systems and networks, the Group’s ability to grow and protect its brand and the Group’s reputation,
the Group’s ability to protect its intellectual property; changes in regulation and other contingencies; potential and future litigation
that the Group may be involved in; unanticipated losses, write-downs or write-offs, restructuring and impairment or other charges, taxes
or other liabilities that may be incurred or required subsequent to, or in connection with, the consummation of the Business Combination
and technological advancements in the Group’s industry. The foregoing list of factors is not exhaustive. You should carefully consider
the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of RFAC III’s Quarterly
Reports on Form 10-Q, the Registration Statement and other documents filed by RFAC III from time to time with the SEC. These filings identify
and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained
in the forward-looking statements. In addition, there may be additional risks that neither RFAC III nor HCC Healthcare presently know,
or that RFAC III or HCC Healthcare currently believe are immaterial, that could also cause actual results to differ from those contained
in the forward-looking statements. Forward-looking statements reflect RFAC III’s and HCC Healthcare’s expectations, plans,
projections or forecasts of future events and view. If any of the risks materialize or RFAC III’s or HCC Healthcare’s assumptions
prove incorrect, actual results could differ materially from the results implied by these forward-looking statements.
Forward-looking statements speak only as of the date they are made. RFAC III and HCC Healthcare anticipate that subsequent events and developments may cause their assessments to change. However, while RFAC III and HCC Healthcare may elect to update these forward-looking statements at some point in the future, RFAC III and HCC Healthcare specifically disclaim any obligation to do so, except as required by law. The inclusion of any statement in this document does not constitute an admission by HCC Healthcare nor RFAC III or any other person that the events or circumstances described in such statement are material. These forward-looking statements should not be relied upon as representing RFAC III’s or HCC Healthcare’s assessments as of any date subsequent to the date of this document. Accordingly, undue reliance should not be placed upon the forward-looking statements. In addition, the analyses of HCC Healthcare and RFAC III contained herein are not, and do not purport to be, appraisals of the securities, assets or business of the HCC Healthcare, RFAC III or any other entity.
Important Information About the Proposed Transactions and Where to Find It
This communication relates to a proposed Business Combination between HCC Healthcare and RFAC III. This document does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The proposed Business Combination will be submitted to shareholders of RFAC III for their consideration.
RFAC III, HCC Healthcare and Merger Sub intend to file a registration statement on Form F-4 (the “Registration Statement”) with the SEC which will include preliminary and definitive proxy statements to be distributed to RFAC III’s shareholders in connection with RFAC III’s solicitation for proxies for the vote by RFAC III’s shareholders in connection with the proposed Business Combination and other matters as described in the Registration Statement, as well as the prospectus relating to the offer of the securities to be issued to RFAC III’s shareholders in connection with the completion of the proposed Business Combination. RFAC III and HCC Healthcare also will file other documents regarding the proposed Business Combination with the SEC.
After the Registration Statement has been filed and declared effective, RFAC III will mail a definitive proxy statement and other relevant documents to its shareholders as of the record date established for voting on the proposed Business Combination. This communication is not a substitute for the Registration Statement, the definitive proxy statement/prospectus or any other document that RFAC III will send to its shareholders in connection with the Business Combination. RFAC III’s shareholders and other interested persons are advised to read, once available, the preliminary proxy statement/prospectus and any amendments thereto and, once available, the definitive proxy statement/prospectus, in connection with RFAC III’s solicitation of proxies for its special meeting of shareholders to be held to approve, among other things, the proposed transactions, because these documents will contain important information about RFAC III, HCC Healthcare, and the proposed Business Combination. Shareholders and investors may also obtain a copy of the preliminary or definitive proxy statement, once available, as well as other documents filed with the SEC regarding the proposed transactions and other documents filed with the SEC by RFAC III, without charge, at the SEC’s website located at www.sec.gov or by directing a request to RFAC III. The information contained on, or that may be accessed through, the websites referenced in this document is not incorporated by reference into, and is not a part of, this document.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Participants in the Solicitation
RFAC III and HCC Healthcare and certain of their respective directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be participants in the solicitations of proxies from RFAC III’s shareholders in connection with the proposed transactions. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of RFAC III’s shareholders in connection with the proposed transactions will be set forth in the proxy statement/prospectus when it is filed with the SEC. You can find more information about RFAC III’s directors and executive officers in RFAC III’s final prospectus filed with the SEC. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests will be included in the proxy statement/prospectus when it becomes available. Shareholders, potential investors and other interested persons should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above.
No Offer or Solicitation
This communication is for informational purposes
only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the proposed Business
Combination or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would
be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall
be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit
Number |
|
Description |
| 2.1* |
|
Business Combination Agreement, dated as of July 9, 2026, by and among RF Acquisition Corp III, HCC Merger Sub Limited, and HCC Healthcare Pte. Ltd. |
| |
|
|
| 10.1 |
|
Company Holders’ Support and Lock-Up Agreement and Deed, dated as of July 9, 2026, by and among RF Acquisition Corp III, HCC Healthcare Pte. Ltd., and the other parties named therein. |
| |
|
|
| 10.2 |
|
Founder’s Support and Lock-Up Agreement and Deed, dated as of July 9, 2026, by and among RF Acquisition Corp III, HCC Healthcare Pte. Ltd., and Alfa 30 Limited. |
| |
|
|
| 10.3 |
|
Form of Registration Rights Agreement, by and among HCC Healthcare Pte. Ltd., Alfa 30 Limited, EarlyBirdCapital, Inc., and the other parties
named therein. |
| |
|
|
| 99.1 |
|
Press Release, dated July 9, 2026. |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
|
* |
Certain of the schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). RFAC III agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. |
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.
Dated: July 9, 2026
| |
RF ACQUISITION CORP III |
| |
|
|
| |
By: |
/s/ Tse Meng Ng |
| |
Name: |
Tse Meng Ng |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
FOR IMMEDIATE RELEASE
July 9, 2026
HCC
Healthcare Signs Business Combination Agreement with
RF Acquisition Corp III to Pursue Nasdaq Listing
Transaction expected to provide HCC Healthcare with access to public capital markets to accelerate
growth in integrated medical and long-term care services across Asia
SINGAPORE, July 9, 2026. HCC Healthcare Pte. Ltd. (“HCC Healthcare” or the “Company”), a private company limited by shares incorporated in Singapore, today announced that it has signed a Business Combination Agreement (the “BCA”) with RF Acquisition Corp III (Nasdaq: RFAM) (“RF Acquisition”), a publicly traded special purpose acquisition company. Upon the closing of the proposed business combination, HCC Healthcare is expected to become a publicly traded company, with its securities listed on the Nasdaq Stock Market.
HCC Healthcare operates through its consolidated operating subsidiaries in Taiwan. On a pro forma basis, HCC Healthcare and its network of affiliated and allied care providers (together, the “Group”) will bring together an integrated care network of affiliated and allied hospitals, clinics, pharmacies, and long-term care institutions, to form one of the largest platforms for integrated medical and long-term care services in Taiwan. Across this network, the Group will provide medical transportation, medical consumables procurement, medical and long-term care education, and medical information and consulting services. On a pro forma combined basis, the network is expected to encompass more than 120 long-term care facilities and over 9,000 beds, including one of the largest caregiving institutions in Taiwan, with more than 1,300 beds, under a distinctive “hospital-within-an-eldercare-institution” ecosystem model. The Group also intends to advance Taiwan’s national long-term care agenda through community- and home-based services, including case management for more than 7,000 individuals, with operations concentrated in Northern Taiwan, a region representing approximately one-third of the country’s population. Following the closing of the proposed business combination, HCC Healthcare intends to use the proceeds to accelerate the consolidation and integration of the Group into a unified platform, with the goal of expanding service capacity, improving care coordination, and extending the Group’s reach.
Taiwan, Japan, and many other Asian economies are undergoing a rapid demographic transformation toward super-aged societies, a shift that the Company believes is generating substantial and growing demand for coordinated, comprehensive healthcare and long-term care solutions. HCC Healthcare is well positioned to meet this demand through its “one-stop” integrated care model, which is designed to bring together medical care, long-term care, caregiver support, rehabilitation, hemodialysis, pharmaceutical, infection-control, nutritional, and social-work services within a single coordinated framework.
The Group’s strategic growth roadmap is built on four priorities: (i) deploying a proprietary AI platform that integrates spatial intelligence, causal inference, and multimodal clinical data to strengthen decision support and operational performance across the affiliated care network; (ii) expanding into the Japanese market, leveraging the Group’s existing operational infrastructure and Japan’s advanced regulatory framework for regenerative medicine; (iii) developing cross-sector partnerships with fitness and wellness operators to create integrated care pathways spanning preventive health, chronic disease management, and rehabilitation; and (iv) accelerating investment in precision and regenerative medicine, including AI-driven biomarker profiling, to pursue personalized care delivery across the region.
“Signing this agreement is an important milestone in HCC Healthcare’s journey,” said Jack Hsiao, Chief Executive Officer of HCC Healthcare. “As Asia enters a super-aged era, we believe an integrated, technology-enabled model of medical and long-term care is essential. We further believe that a Nasdaq listing would give us the platform and resources to scale that model, first in Taiwan and Japan, and ultimately across the region, while creating long-term value for patients, partners, and shareholders.”
“We are excited to partner with HCC Healthcare and support their vision for integrated medical and long-term care in Asia,” said Tse Meng Ng, Chief Executive Officer of RF Acquisition. “This business combination agreement represents what we believe is a significant step forward in bringing HCC Healthcare’s innovative care model to the public markets, and we look forward to working together to help create value for patients, communities, and our shareholders alike.”
The BCA reflects a pre-transaction equity value of HCC Healthcare of approximately US$500 million. The transaction is expected to close in the fourth quarter of 2026, subject to the approval of RF Acquisition’s shareholders, the effectiveness of the Registration Statement on Form F-4 (the “Form F-4”) to be filed with the U.S. Securities and Exchange Commission (the “SEC”), and the satisfaction of other customary closing conditions.
Bedrock Investment Private Limited is acting as strategic consultant to HCC Healthcare. EarlyBirdCapital, Inc. is acting as financial advisor to RF Acquisition. K&L Gates LLP is acting as U.S. legal counsel to HCC Healthcare, and PricewaterhouseCoopers Legal is acting as HCC Healthcare’s Taiwan legal counsel. Winston Taylor LLP is acting as U.S. legal counsel to RF Acquisition.
About HCC Healthcare
HCC Healthcare Pte. Ltd., through its consolidated operating subsidiaries in Taiwan, and on a pro forma basis giving effect to its network of affiliated and allied care providers, forms one of the largest integrated platforms for medical and long-term care services in Taiwan, spanning hospitals, clinics, pharmacies, rehabilitation, hemodialysis, caregiver support, and community- and home-based care. Through its “one-stop” integrated care model and “hospital-within-an-eldercare-institution” ecosystem, the Group encompasses, on a pro forma combined basis, more than 120 long-term care facilities and over 9,000 beds, and is pursuing growth in AI-enabled care, the Japanese market, wellness partnerships, and precision and regenerative medicine. For more information, visit www.hcchealthcaregroup.com.
Note Regarding Certain Operational Information
Certain operational information in this press release, including the number of long-term care facilities, beds, and individuals under case management, is presented on a combined or pro forma basis giving effect to the Group’s affiliated and allied care network, which includes providers that are not wholly owned or consolidated subsidiaries of HCC Healthcare. Such information is unaudited, is presented for illustrative purposes only, and does not purport to represent the actual consolidated operations or financial position of HCC Healthcare as of any date or for any period. The Company’s plans to consolidate or integrate additional operations within this network are subject to a number of conditions and approvals and may not be completed as described or at all.
Forward-Looking Statements
This press release contains certain “forward-looking statements” within the meaning of the Securities Act of 1933, as amended, and section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the proposed business combination and related transactions, the expected timing and benefits of the transaction, anticipated valuation, the presentation of pro forma and combined operational information, the Company’s plans to consolidate or integrate operations within its affiliated care network, and the Group’s strategy, market opportunity, and future operations and performance. Forward-looking statements may be identified by words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “pro forma,” “will,” “may,” “would,” “intends to,” “is designed to,” and similar expressions. You should not place undue reliance on these forward-looking statements. These statements are based on current expectations and assumptions as of the date of this press release and are subject to known and unknown risks and uncertainties, and other factors, many of which are beyond the control of HCC Healthcare and RF Acquisition, that could cause actual results to differ materially, including, among others: the risk that the transaction may not be completed on the anticipated timeline or at all; the failure to obtain required shareholder approvals or to satisfy other closing conditions; the amount of redemptions by RF Acquisition’s public shareholders; the effectiveness of the Form F-4; changes in applicable laws or regulations in Taiwan, Japan, Singapore,
or the United States; the Company’s ability to consolidate or integrate operations within its affiliated care network; the Group’s ability to execute its growth strategy and integrate new businesses; risks associated with AI technology development and deployment, including the ability to develop, implement, and scale proprietary AI platforms; regulatory risks in Taiwan, Japan and other jurisdictions related to regenerative medicine and healthcare services; risks related to partnership strategies, including the ability to identify, negotiate, and maintain strategic partnerships; competitive and scientific risks in precision and regenerative medicine, including rapid technological change and evolving industry standards; geopolitical risks, including risks arising from regional political instability or cross-strait tensions that may adversely affect the Company’s operations in Taiwan or its planned expansion into other Asian markets; risks related to currency exchange rate fluctuations, including with respect to the New Taiwan Dollar, the Japanese Yen, and other currencies, relative to the U.S. Dollar, which may affect the Company’s results of operations and financial condition; risks associated with integrating fragmented or affiliated care provider networks, including the ability to achieve anticipated operational and financial synergies; and other risks to be detailed in the Form F-4 and other filings with the SEC. Neither HCC Healthcare nor RF Acquisition undertakes any obligation to update any forward-looking statement, except as required by law.
Additional Information and Where to Find It
In connection with the proposed transaction, the Form F-4 (which will include a preliminary proxy statement/prospectus of RF Acquisition) is expected to be filed with the SEC. After the Form F-4 is declared effective, a definitive proxy statement/prospectus will be mailed to RF Acquisition’s shareholders as of the record date established for voting on the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE FORM F-4, THE PROXY STATEMENT/PROSPECTUS, AND ALL OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS AND SUPPLEMENTS THERETO, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT HCC HEALTHCARE, RF ACQUISITION, AND THE PROPOSED TRANSACTION. The Form F-4, including the proxy statement/prospectus, and other relevant documents (when they become available) may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, investors and security holders may obtain copies of the documents filed with the SEC, free of charge, by directing a request to: RF Acquisition Corp III, 1345 Avenue of the Americas, 33rd Floor, New York, NY 10105, Attention: Investor Relations, or by email at info@rfacquisitioncorp.com, or to: HCC Healthcare Pte. Ltd., at the contact information set forth below.
Participants in the Solicitation
HCC Healthcare, RF Acquisition, and their respective directors and executive officers may be deemed participants in the solicitation of proxies in connection with the proposed transaction. Information regarding such participants and their interests in the proposed transaction will be set forth in the Form F-4, including the proxy statement/prospectus, when filed with the SEC. Additional information regarding the directors and executive officers of RF Acquisition is contained in RF Acquisition’s Registration Statement on Form S-1, as amended (Registration No. 333-290947), which was filed with the SEC. Additional information regarding HCC Healthcare and its directors and executive officers will be included in the Form F-4 when it is filed with the SEC. These documents are (or will be) available free of charge at the SEC’s website at www.sec.gov or by directing a request to the contact information set forth above.
No Offer or Solicitation
This press release is for informational purposes only and does not constitute an offer to sell or buy, or the solicitation of an offer to sell or buy, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Contacts
HCC Healthcare
Jack Hsiao ● jack.hsiao@hcchealthcaregroup.com ● +886-2-2953-5583
RF Acquisition
Tse Meng Ng ● tsemeng.ng@ruifengwealth.com ● +65 69040766
