Business Context and Reporting Period
RF Acquisition Corp II (RFAC), a Cayman Islands exempted company, filed this Form 8-K on August 19, 2026, to report the results of an Extraordinary General Meeting held on the same date. The meeting addressed a proposed business combination with NYB Holdings Limited ("PubCo") and Nanyang Biologics Pte. Ltd. (the "Target Company").
Key Financial Metrics and Voting Results
As of the record date (May 20, 2026), there were 8,343,765 ordinary shares outstanding. At the meeting, 7,206,188 shares (86.36%) were present, constituting a quorum.
| Proposal | For | Against | Abstain |
|---|---|---|---|
| Business Combination & Merger | 6,765,584 | 440,604 | 0 |
| Advisory Governance Provisions (3A, 3B, 3C) | 6,765,584 | 440,604 | 0 |
| Nasdaq Listing Compliance | 6,765,584 | 440,604 | 0 |
| Equity Incentive Plan | 6,765,584 | 440,604 | 0 |
| Adjournment | 6,765,584 | 440,604 | 0 |
Redemption Activity: Preliminary requests to redeem 3,956,323 shares for cash from the Trust Account were submitted. The filing states that final redemption numbers, aggregate payments, and post-closing cash positions cannot be determined until the closing of the business combination.
Material Changes
The primary material change is the shareholder approval of the Business Combination Agreement dated October 2, 2025. This approval facilitates the merger of RFAC into PubCo and the amalgamation of the Target Company into a subsidiary of PubCo. The filing does not provide comparative financial metrics (revenue, profit, margins) as this is a transactional report rather than a periodic financial statement.
Outlook, Risks, and Contingencies
- Closing Conditions: The business combination remains subject to the satisfaction or waiver of applicable closing conditions and may not occur.
- Redemption Uncertainty: Preliminary redemption requests are subject to withdrawal or reversal with RFAC's consent prior to closing.
- Future Disclosure: RFAC intends to disclose final redemption results, per-share redemption prices, and post-closing public float promptly after closing.
Investor Verification Checklist
- Verify the final number of shares redeemed and the aggregate redemption payment once the transaction closes.
- Confirm the satisfaction of all closing conditions required for the merger with NYB Holdings Limited.
- Review the Definitive Proxy Statement/Prospectus (filed July 27, 2026) for detailed terms of the Business Combination Agreement.
- Monitor for the final post-closing cash position and public float of the combined entity.