Business Context and Reporting Period
Company: RF Acquisition Corp II (RFAI)
Filing Type: Form 10-K (Annual Report)
Reporting Period: Fiscal year ended December 31, 2025
Business Overview: RF Acquisition Corp II is a Cayman Islands exempted company formed as a Special Purpose Acquisition Company (SPAC). It has not commenced operations and generates no operating revenue. Its sole purpose is to effect a business combination with a target in the deep technology sector (AI, quantum computing, biotechnology) in Asia. The company explicitly excludes targets with China operations consolidated through a Variable Interest Entity (VIE) structure.
Current Status: On October 2, 2025, the Company entered into a Business Combination Agreement with Nanyang Biologics Pte. Ltd. ("Nanyang"). On November 10, 2025, shareholders approved an extension of the deadline to consummate a business combination to August 15, 2026.
Key Financial Metrics
| Metric | Year Ended Dec 31, 2025 | Period Ended Dec 31, 2024 |
|---|---|---|
| Net Income | $3,367,296 | $3,157,131 |
| Operating Costs | $1,256,856 | $361,800 |
| Interest Income (Trust Account) | $4,624,152 | $3,518,931 |
| Cash Held in Trust Account | $52,257,378 | $119,093,931 |
| Cash Outside Trust Account | $337,383 | $958,786 |
| Working Capital Deficit | ($567,649) | N/A |
| Deferred Underwriting Fees | $4,025,000 | $4,025,000 |
| Public Shares Outstanding | 4,831,265 | 11,500,000 |
Material Changes vs. Prior Period
- Significant Redemption: In connection with the extension vote on November 10, 2025, holders of 6,668,735 ordinary shares exercised their right to redeem. Approximately $71.58 million was withdrawn from the Trust Account, reducing the balance from ~$119 million to ~$52 million.
- Extension of Deadline: The deadline to complete a business combination was extended from November 15, 2025, to August 15, 2026. This allows for up to nine one-month extensions, funded by deposits of $0.03 per share (max $60,000 per month).
- Target Identification: The Company signed a definitive Business Combination Agreement with Nanyang Biologics Pte. Ltd. in October 2025. Nanyang has begun funding extension fees ($60,000 per month).
- Operating Costs: Operating and formation costs increased significantly to $1.26 million in 2025 compared to $361,800 in 2024, reflecting due diligence and transaction costs associated with the proposed business combination.
Guidance, Outlook, Risks, and Contingencies
- Going Concern: Management has raised substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include adjustments that might result from the outcome of this uncertainty. The Company relies on the completion of the business combination or additional financing from the Sponsor to meet obligations.
- Internal Controls: Management concluded that disclosure controls and procedures were not effective as of December 31, 2025, due to a material weakness involving inadequate segregation of duties and insufficient written policies. Remediation steps are underway.
- Extension Funding: The Company requires monthly deposits of up to $60,000 to extend the deadline. As of December 31, 2025, the Company recorded a $60,000 receivable from the Target (Nanyang) for a delayed payment. Subsequent to year-end, Nanyang made the payment to extend the deadline to February 15, 2026.
- Risk Factors:
- Failure to complete the business combination by August 15, 2026, will result in liquidation.
- Regulatory risks associated with acquiring a target in Asia, including cybersecurity reviews and data protection laws.
- Competition for targets and potential inability to secure additional financing if needed.
Investor Verification Checklist
- Extension Fee Status: Verify that Nanyang Biologics continues to fund the monthly $60,000 extension deposits to prevent liquidation.
- Redemption Risk: Assess the likelihood of further redemptions prior to the business combination, which could deplete the Trust Account below the $10.05 per share threshold.
- Internal Control Remediation: Monitor the progress of remediation for the material weakness in internal controls over financial reporting.
- Regulatory Approvals: Confirm the status of necessary regulatory approvals for the Nanyang Biologics combination, particularly regarding data security and foreign investment rules in Singapore and the Cayman Islands.
- Working Capital: Verify the sufficiency of the $337,383 cash balance outside the Trust Account to fund operations until the transaction closes or liquidation occurs.