Business Context and Reporting Period
Company: RF Acquisition Corp II (RFAI), a Cayman Islands exempted company and Special Purpose Acquisition Company (SPAC).
Reporting Period: Quarter ended June 30, 2026 (Q2 2026).
Business Status: The Company is in the pre-business combination phase, actively pursuing a merger with Nanyang Biologics Pte. Ltd. ("Nanyang"). It has not commenced operations and generates no operating revenue. The Company is classified as an emerging growth company and a shell company.
Key Event: On October 2, 2025, the Company entered into a Business Combination Agreement with Nanyang. The deadline to consummate the transaction has been extended to August 15, 2026, contingent on shareholder approval and extension payments.
Key Financial Metrics
| Metric | Q2 2026 (3 Months) | YTD 2026 (6 Months) | YTD 2025 (6 Months) |
|---|---|---|---|
| Net Income | $104,427 | $198,129 | $2,096,980 |
| Operating Costs | ($354,860) | ($715,454) | ($394,967) |
| Interest Income (Trust) | $459,287 | $913,583 | $2,491,947 |
| Cash (Outside Trust) | $10,191 | $10,191 | $626,321 |
| Cash in Trust Account | $53,530,961 | $53,530,961 | $52,257,378 |
| Working Capital Deficit | ($1,283,103) | ($1,283,103) | N/A |
| Deferred Underwriting Fees | $4,025,000 | $4,025,000 | $4,025,000 |
Material Changes vs. Prior Period
- Decline in Net Income: Net income for the six months ended June 30, 2026, dropped to $198,129 from $2,096,980 in the same period in 2025. This is primarily due to a significant decrease in interest earned on the Trust Account ($913,583 vs. $2,491,947) and an increase in general and administrative costs ($715,454 vs. $394,967).
- Cash Position: Cash held outside the Trust Account decreased significantly from $337,383 at year-end 2025 to $10,191 as of June 30, 2026, reflecting operating cash burn.
- Share Redemption: In November 2025, approximately 6.67 million shares were redeemed, reducing the Trust Account balance temporarily before extension payments were made. As of June 30, 2026, 4,831,265 public shares remain subject to redemption.
- Extension Payments: The Company received $360,000 in extension fees (deposited into the Trust Account) during the six months ended June 30, 2026, to extend the business combination deadline.
Outlook, Risks, and Management Commentary
- Going Concern: Management has determined that conditions raise substantial doubt about the Company's ability to continue as a going concern within one year. This is due to the working capital deficit, the requirement to complete a business combination by August 15, 2026, and the potential need for additional financing.
- Business Combination Status: The Company is soliciting proxies for an extraordinary general meeting on August 12, 2026, to approve a further extension if necessary. Nanyang (the target) has agreed to pay extension fees, which are treated as transaction costs.
- Liquidity: The Company relies on interest income from the Trust Account and advances from the Sponsor (Alfa 24 Limited) for working capital. As of July 2026, the Sponsor provided an additional $60,000 advance.
- Internal Controls: The Company disclosed a material weakness in internal controls over financial reporting due to inadequate segregation of duties and insufficient written policies. Remediation efforts are ongoing.
- Risks: Risks include failure to consummate the business combination by the deadline, inability to secure additional financing, and geopolitical instability affecting global markets.
Investor Verification Checklist
- Extension Approval: Verify the outcome of the shareholder meeting scheduled for August 12, 2026, regarding the extension of the business combination deadline.
- Target Financials: Review the financial health and due diligence status of Nanyang Biologics Pte. Ltd. to assess the viability of the proposed merger.
- Liquidity Runway: Confirm the sufficiency of the $10,191 cash balance outside the Trust Account and the availability of further Sponsor advances to cover operating costs until the transaction closes or liquidation occurs.
- Redemption Risk: Monitor the number of shares subject to redemption, as high redemption rates could jeopardize the transaction's funding structure.
- Internal Control Remediation: Assess the progress of remediation efforts regarding the material weakness in internal controls to ensure future financial reporting reliability.