RFAI

RF Acquisition Corp II - 10-Q Summary (Q2 2025)

Business Context and Reporting Period

RF Acquisition Corp II (RFAI) is a Cayman Islands exempted company and Special Purpose Acquisition Company (SPAC) formed on February 5, 2024. The company is an emerging growth company and shell company focused on effecting a business combination with deep technology targets in Asia (AI, quantum computing, biotechnology), excluding entities with China operations via VIE structures. This report covers the quarter ended June 30, 2025. The company has not commenced operations and has 18 months from its May 2024 IPO to complete a business combination.

Key Financial Metrics

Material Changes vs. Prior Period

• Net Income Growth: Net income for the three months ended June 30, 2025, was $1,076,010, compared to $547,028 for the same period in 2024. This increase is primarily driven by higher interest earned on the Trust Account ($1.26M vs. $0.66M), partially offset by increased operating costs ($182k vs. $110k).
• Trust Account Balance: The Trust Account balance increased to $121,585,878 as of June 30, 2025, from $119,093,931 at December 31, 2024, due to accrued interest income.
• Operating Cash Flow: Net cash used in operating activities for the six months ended June 30, 2025, was $332,465, compared to $83,464 for the period from inception through June 30, 2024. The increase in cash usage reflects higher operational expenditures.
• Related Party Liabilities: "Due to Sponsor" increased from $75,000 to $135,000, reflecting accrued administrative fees of $10,000 per month.

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 of the report date. This is due to the requirement to complete a business combination within 18 months of the IPO (by November 2025) or liquidate. The financial statements do not include adjustments that might result from this uncertainty.
• Liquidity: The company holds $626,321 in operating cash. Management does not believe additional funds are needed for operations but may require financing to complete a business combination or cover redemption obligations. The Sponsor and affiliates may provide working capital loans, up to $1.5 million, convertible into units.
• Redemption Rights: Public shareholders may redeem shares for a pro-rata portion of the Trust Account. As of June 30, 2025, the redemption value is $10.57 per share.
• Risk Factors: Risks include geopolitical instability (Russia-Ukraine, Israel-Hamas conflicts), market volatility, and the inability to identify a suitable target within the 18-month window. The company explicitly excludes targets with China operations via VIE structures.
• Controls and Procedures: Management concluded that disclosure controls and procedures were not effective as of June 30, 2025, though no material changes to internal controls were reported during the period.

Investor Verification Checklist

• Combination Deadline: Verify the exact date by which the business combination must be consummated (18 months from May 21, 2024) and any potential extension mechanisms.
• Trust Account Yield: Confirm the current interest rate environment and its impact on the redemption value per share ($10.57 as of Q2 2025).
• Going Concern Status: Review the specific timeline for potential liquidation if a target is not identified by the deadline.
• Related Party Fees: Monitor the accrual of the $10,000 monthly administrative fee to the Sponsor and its impact on working capital.
• Deferred Fees: Note the $4,025,000 deferred underwriting fee payable only upon successful consummation of a business combination.