RF Acquisition Corp II - Q1 2025 Filing Summary
Business Context and Reporting Period
This Form 10-Q covers the quarter ended March 31, 2025. RF Acquisition Corp II is a Cayman Islands exempted company and a Special Purpose Acquisition Company (SPAC) formed to effect a business combination with a target in the deep technology sector (AI, quantum computing, biotechnology) in Asia. The Company is an emerging growth company and a shell company. As of the reporting date, the Company had not commenced any operations; all activity relates to formation, the Initial Public Offering (IPO), and identifying a target.
Key Financial Metrics
| Metric | Q1 2025 | Q4 2024 (Prior Period) |
|---|---|---|
| Cash (Operating) | $812,338 | $958,786 |
| Cash in Trust Account | $120,328,139 | $119,093,931 |
| Total Assets | $121,207,140 | $120,078,338 |
| Operating Costs | $213,238 | N/A (Inception period data only) |
| Interest Income (Trust) | $1,234,208 | $0 |
| Net Income | $1,020,970 | N/A |
| Working Capital | $475,969 | N/A |
| Deferred Underwriting Fee | $4,025,000 | $4,025,000 |
Note: The Company reported a net loss of $60,420 for the period from inception (Feb 5, 2024) through March 31, 2024.
Material Changes
- Trust Account Growth: Cash held in the Trust Account increased by approximately $1.23 million due to interest earned on U.S. government securities, raising the per-share redemption value to $10.46 from $10.36.
- Net Income vs. Loss: The Company reported a net income of $1.02 million for Q1 2025, driven entirely by interest income, compared to a net loss of $60,420 in the prior comparable period (inception to March 2024).
- Liabilities: Current liabilities increased to $403,032 from $295,200, primarily due to an increase in accrued expenses and amounts due to the Sponsor (administration fees).
- Cash Burn: Operating cash decreased by $146,448 during the quarter, reflecting ongoing operational costs.
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 requirement to complete a business combination within 18 months of the IPO (by November 2025) or liquidate.
- Liquidity: The Company has $812,338 in operating cash. While management does not currently believe additional funds are needed, they may need to raise capital or rely on loans from the Sponsor/Officers if transaction costs exceed estimates.
- Business Combination Deadline: The Company has 18 months from the IPO closing (May 2024) to consummate a transaction. Failure to do so will result in liquidation and redemption of public shares.
- Risk Factors: Geopolitical instability (Russia-Ukraine, Israel-Hamas conflicts) is cited as a risk that could disrupt markets and the search for a target. The Company explicitly excludes targets with China operations via Variable Interest Entity (VIE) structures.
- Controls: Management concluded that disclosure controls and procedures were not effective at a reasonable assurance level as of March 31, 2025.
Investor Verification Checklist
- Trust Account Balance: Verify the $120.3 million balance and the $10.46 per share redemption value.
- Going Concern Status: Confirm the 18-month deadline for a business combination and the lack of assurance regarding its completion.
- Deferred Fees: Note the $4.025 million deferred underwriting fee payable only upon a successful business combination.
- Internal Controls: Review the disclosure regarding ineffective disclosure controls and procedures.
- Related Party Transactions: Monitor the $10,000 monthly administrative fee paid to the Sponsor and the $138,550 advance from the related party.