Business Context and Reporting Period
Company: RF Acquisition Corp III (RFAM)
Reporting Period: Quarter ended December 31, 2025 (Inception: September 15, 2025)
Business Type: Cayman Islands exempted company (Special Purpose Acquisition Company) formed to effect a business combination with deep technology companies in Asia (AI, quantum computing, biotechnology).
Status: Pre-operational. The company had not commenced operations as of the balance sheet date. The Initial Public Offering (IPO) was consummated on February 17, 2026, subsequent to the reporting period.
Key Financial Metrics
| Metric | Value (Three Months Ended Dec 31, 2025) |
|---|---|
| Revenue | $0 (No operations) |
| Net Loss | $(52,953) |
| Loss Per Share (Basic & Diluted) | $(0.01) |
| Total Assets | $758,705 (Primarily deferred offering costs) |
| Total Liabilities | $299,606 |
| Shareholders' Equity | $459,099 |
| Cash Balance | $0 |
| Working Capital | $(299,606) Deficit |
| Debt (Promissory Note) | $98,688 (Related party) |
Material Changes and Subsequent Events
The financial position changed materially due to the consummation of the IPO on February 17, 2026, which occurred after the balance sheet date.
- IPO Proceeds: Sold 10,000,000 Units at $10.00 per unit, generating $100,000,000 in gross proceeds.
- Private Placement: Sold 350,000 Private Placement Units to the Sponsor and EarlyBirdCapital, Inc. (EBC) for $3,500,000.
- Trust Account: $100,000,000 was deposited into the Trust Account.
- Liquidity Shift: Post-IPO cash balance increased to $1,152,138, and working capital turned positive to $584,394.
- Over-Allotment: Underwriters elected to forfeit the over-allotment option on February 19, 2026, resulting in the forfeiture of 500,000 Founder Shares.
- Debt Repayment: The related-party promissory note of $150,000 was fully repaid on February 25, 2026.
Outlook, Risks, and Contingencies
Management Outlook: The company intends to use proceeds to identify and acquire a target business within 21 months of the IPO closing. If a business combination is not completed, the company will liquidate and distribute Trust Account funds to public shareholders.
Risks and Contingencies:
- Geopolitical Instability: Risks associated with the Russia-Ukraine and Israel-Hamas conflicts, including market volatility and supply chain disruptions.
- Going Concern: Prior to the IPO, the company had a working capital deficit. Management believes IPO proceeds are sufficient to fund operations for at least one year.
- Transaction Costs: Total transaction costs amounted to $4,708,386, including $2,000,000 in underwriting fees and $501,500 in fair value of EBC founder shares.
- Future Fees: A deferred underwriting fee of 3.5% ($3,500,000) is payable to EBC upon consummation of a business combination.
Investor Verification Checklist
- IPO Closing Date: Verify the February 17, 2026 closing date and the $100 million gross proceeds.
- Trust Account Status: Confirm the $100 million deposit and the 21-month deadline for a business combination.
- Share Forfeiture: Note the forfeiture of 500,000 Founder Shares due to the non-exercise of the over-allotment option.
- Related Party Transactions: Review the repayment of the $150,000 promissory note and the $10,000/month administrative fee agreement starting February 2026.
- Deferred Costs: Understand that $758,705 in deferred offering costs were capitalized as of Dec 31, 2025, and will be charged to equity upon IPO completion.