Business Context and Reporting Period
RF Acquisition Corp II (RFAC II), a Cayman Islands exempted company, filed this Form 8-K on October 2, 2025, to report the entry into a Material Definitive Agreement. The company, an emerging growth company, announced a Business Combination Agreement with Nanyang Biologics Pte. Ltd. ("Nanyang"), a Singapore-based private company. The transaction involves a merger between RFAC II and NYB Holdings Limited ("PubCo"), followed by an amalgamation of PubCo's subsidiary with Nanyang.
Key Financial Metrics
This filing is a current report regarding a corporate agreement and does not contain audited financial statements, revenue, profit, cash flow, or margin data for the reporting period. Specific financial metrics such as debt levels, liquidity ratios, or operating results for RFAC II or Nanyang are not provided in this text. The filing notes that the transaction is subject to the amount of funds available in the RFAC II trust account, but no specific balance is disclosed.
Material Changes and Transaction Structure
The primary material change is the execution of the Business Combination Agreement, which outlines the following structure:
- Merger: RFAC II will merge with and into PubCo, with PubCo as the surviving entity.
- Amalgamation: Following the merger, an amalgamation subsidiary will combine with Nanyang, making Nanyang a wholly-owned subsidiary of PubCo.
- Share Consideration:
- Each outstanding RFAC II ordinary share will be cancelled and exchanged for one PubCo Share.
- Each outstanding Nanyang ordinary share will be converted into a number of PubCo Shares as determined by the agreement.
- Each outstanding Acquiror Right will be exchanged for one-twentieth (1/20th) of a PubCo Share.
- Board Composition: Post-closing, the PubCo board will comprise seven directors: six designated by Nanyang and one by the Sponsor.
Guidance, Outlook, and Risks
Conditions to Closing: The transaction is subject to several conditions, including the effectiveness of a Registration Statement (Form F-4), shareholder approval from both RFAC II and Nanyang, listing approval on Nasdaq or NYSE, and the absence of a material adverse effect.
Lock-Up Agreements:
- Certain Nanyang shareholders holding at least 75% of voting shares have agreed to vote in favor of the transaction and lock up their shares for up to 24 months post-closing.
- The Founder (Alfa 24 Limited) has agreed to vote in favor and lock up shares for up to 24 months post-closing.
Risks and Contingencies: The filing highlights significant risks, including the inability to obtain regulatory or shareholder approvals, disruption of operations, failure to realize anticipated benefits, and the risk that Nanyang may not achieve profitability despite a history of losses. The transaction may be terminated if closing does not occur within 270 days of the agreement date or if shareholder approval is not obtained within specific timeframes.
Outlook: The filing contains forward-looking statements regarding market size, growth opportunities, and strategic plans, but explicitly disclaims any obligation to update these statements and warns that actual results may differ materially due to economic conditions and the impact of the COVID-19 pandemic.
Investor Verification Checklist
- Shareholder Approval: Verify the outcome of the shareholder votes required from both RFAC II and Nanyang.
- Trust Account Status: Confirm the amount of funds available in the RFAC II trust account and the level of redemption requests, as these impact the transaction's viability.
- Regulatory Filings: Monitor the filing and effectiveness of the Form F-4 Registration Statement and the definitive proxy statement/prospectus.
- Listing Approval: Confirm official notice of issuance for PubCo Shares on either Nasdaq or NYSE.
- Financial Projections: Review the audited and interim financial statements of Nanyang referenced in the termination clauses to assess the target's financial health.