RF Acquisition Corp II

Company Overview

Business Model: RF Acquisition Corp II is a Cayman Islands exempted blank check company, incorporated on February 5, 2024. Its core value proposition is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more operating businesses. The company does not generate operating revenues and instead earns non-operating income primarily from interest on funds held in its Trust Account. It intends to focus its search for a Business Combination on target businesses in Asia within the deep technology sector, including artificial intelligence, quantum computing, and biotechnology, explicitly excluding entities with China operations consolidated through a variable interest entity (VIE) structure.

Market Position: As a Special Purpose Acquisition Company (SPAC), RF Acquisition Corp II operates in a highly competitive market. It faces intense competition from other blank check companies, private equity groups, leveraged buyout funds, and operating businesses seeking strategic acquisitions. The company's ability to acquire larger target businesses is inherently limited by its available financial resources.

Recent Strategic Developments:

• Initial Public Offering (IPO): Consummated on May 21, 2024, raising $100,000,000 from the sale of 10,000,000 units at $10.00 per unit. An additional 1,500,000 units were sold on May 23, 2024, following the full exercise of the over-allotment option, generating $15,000,000.
• Private Placements: Simultaneously, 400,000 Private Placement Units were sold to Alfa 24 Limited and EarlyBirdCapital, Inc. at $10.00 per unit, generating $4,000,000. An additional 37,500 Private Placement Units were sold on May 23, 2024, for $375,000.
• Trust Account Funding: A total of $115,575,000 was placed in the Trust Account following the IPO and private placements.
• Proposed Business Combination: On October 2, 2025, RF Acquisition Corp II entered into a Business Combination Agreement with NYB Holdings Limited, NYB Pte. Ltd., and Nanyang Biologics Pte. Ltd. The proposed transaction involves RF Acquisition Corp II merging into NYB Holdings Limited, and NYB Pte. Ltd. amalgamating with Nanyang Biologics Pte. Ltd., with Nanyang Biologics Pte. Ltd. becoming a wholly-owned subsidiary of NYB Holdings Limited.
• Extension and Redemptions: On November 10, 2025, shareholders approved an extension of the Business Combination deadline from November 15, 2025, up to August 15, 2026, through nine one-month extensions. In connection with this, holders of 6,668,735 ordinary shares redeemed their shares for approximately $71,580,705, or $10.73 per share. This left approximately $51,857,714 in the Trust Account. Nanyang Biologics Pte. Ltd. has made subsequent deposits of $60,000 on November 19, 2025, and $60,000 (via RF Acquisition Corp II) on December 15, 2025, to extend the deadline to January 15, 2026, and February 15, 2026, respectively.

Geographic Footprint: RF Acquisition Corp II is a Cayman Islands exempted company with its principal executive offices located at 111 Somerset, #05-07, Singapore 238164. Its target search is focused on businesses in Asia.

Financial Performance

Revenue Analysis

Profitability Metrics:

• Gross Margin: Not applicable (no cost of goods sold for a blank check company)
• Operating Margin: Not applicable (operating income is negative due to operational costs without operating revenue)
• Net Margin: 72.8% (2025); 89.7% (2024)

Investment in Growth:

• R&D Expenditure: Not applicable (blank check company)
• Capital Expenditures: Not applicable (blank check company)
• Strategic Investments: The company's primary strategic investment is the capital held in the Trust Account, which is designated for the Business Combination. Nanyang Biologics Pte. Ltd. has contributed $120,000 in extension fees to the Trust Account to extend the Business Combination deadline.

Business Segment Analysis

RF Acquisition Corp II operates as a single segment, focused on identifying and consummating a Business Combination. As a blank check company, it does not have distinct operating business segments, product portfolios, or market dynamics in the traditional sense.

Capital Allocation Strategy

Shareholder Returns:

• Share Repurchases: In connection with the extension vote on November 10, 2025, 6,668,735 ordinary shares were redeemed for approximately $71,580,705.
• Dividend Payments: RF Acquisition Corp II has not paid any cash dividends to date and does not intend to prior to the completion of a Business Combination.
• Dividend Yield: Not applicable.
• Future Capital Return Commitments: No specific future capital return commitments beyond the redemption rights associated with the Trust Account if a Business Combination is not completed.

Balance Sheet Position (as of December 31, 2025):

• Cash and Equivalents: $337,383
• Total Debt: $4,359,275 (comprising $138,550 in advances from related party, $195,725 due to Alfa 24 Limited, and $4,025,000 in deferred underwriting fees payable).
• Net Cash Position: $(4,021,892) (excluding cash held in Trust Account).
• Credit Rating: Not disclosed.
• Debt Maturity Profile: Advances from related party are due on demand and non-interest bearing. Deferred underwriting fees are payable upon consummation of the initial Business Combination.

Cash Flow Generation (Year ended December 31, 2025):

• Operating Cash Flow: $(561,403)
• Free Cash Flow: Not applicable (no capital expenditures).
• Cash Conversion Metrics: Not applicable for a blank check company.

Operational Excellence

Production & Service Model: As a blank check company, RF Acquisition Corp II is not engaged in substantive commercial business operations. Its primary operational focus is the identification, evaluation, and execution of a Business Combination.

Supply Chain Architecture: Not applicable.

Key Suppliers & Partners:

• Administrative Services: Alfa 24 Limited (Sponsor) - provides office space, secretarial, and administrative services for a monthly fee of $10,000.
• Underwriter/Advisor: EarlyBirdCapital, Inc. - served as underwriter for the IPO and is engaged as an advisor for the Business Combination, with a deferred underwriting fee of $4,025,000 payable upon consummation of the Business Combination, plus a potential service fee of 1.0% of total consideration if it introduces the target.
• Trustee: Continental Stock Transfer & Trust Company - manages the Trust Account.

Facility Network: Executive offices are located at 111 Somerset, #05-07, Singapore 238164, provided by Alfa 24 Limited.

Operational Metrics: Not applicable for a blank check company.

Market Access & Customer Relationships

As a blank check company, RF Acquisition Corp II does not have traditional market access strategies or customer relationships. Its "market" is the universe of potential target businesses, and its "customers" are its public shareholders and the target company it seeks to acquire.

Competitive Intelligence

Market Structure & Dynamics

Industry Characteristics: The market for Business Combinations is characterized by intense competition from a growing number of Special Purpose Acquisition Companies, private equity groups, leveraged buyout funds, and operating businesses seeking strategic acquisitions. This competition can lead to scarcer attractive targets and potentially higher acquisition costs.

Competitive Positioning Matrix: Not applicable for a blank check company.

Direct Competitors

Primary Competitors: Other blank check companies, private equity firms, and strategic acquirers.

Emerging Competitive Threats: The increasing number of SPACs and the resulting competition for attractive targets.

Competitive Response Strategy: RF Acquisition Corp II leverages its Management Team's and Alfa 24 Limited's broad network, industry expertise, and deal-sourcing capabilities to identify potential targets, focusing on the deep technology sector in Asia.

Risk Assessment Framework

Strategic & Market Risks

Market Dynamics:

• Global Instability: The company's search for a Business Combination and the operations of any target business could be materially adversely affected by global geopolitical conditions (e.g., Russia-Ukraine conflict, Middle East/Southwest Asia conflicts), infectious disease outbreaks (e.g., COVID-19), and volatility in debt and equity markets.
• Competition: Increased competition among SPACs may lead to scarcer attractive targets and higher acquisition costs.
• Technology Disruption: Post-Business Combination, the combined entity may face risks related to rapidly changing technology, evolving industry standards, and the need to adapt and innovate to remain competitive, particularly given the focus on the deep technology sector.

Operational & Execution Risks

Geographic Concentration:

• International Operations: If a Business Combination is consummated with a non-U.S. target, particularly in Asia, the company would be exposed to additional risks including differing regulatory environments, tariffs, trade barriers, longer payment cycles, inflation, economic policies, challenges in managing international operations, tax issues, currency fluctuations, intellectual property protection, and employment regulations.

Financial & Regulatory Risks

Market & Financial Risks:

• Going Concern Uncertainty: The independent registered public accounting firm's report expresses substantial doubt about the company's ability to continue as a going concern due to a working capital deficit and dependence on completing a Business Combination within a prescribed period.
• Business Combination Failure: Inability to complete a Business Combination within the extended 27-month timeframe (until August 15, 2026) would result in liquidation, with public shareholders potentially receiving only approximately $10.05 per share (or less) and Rights expiring worthless.
• Redemption Risk: High redemption rates by public shareholders could make the company's financial condition unattractive to targets, hinder the completion of desirable Business Combinations, or necessitate dilutive equity issuances or high-interest debt.
• Third-Party Claims: Funds in the Trust Account may be reduced by claims from third parties if waivers are not obtained or are unenforceable, potentially reducing the per-share redemption amount.
• Dilution & Debt: Future issuance of additional ordinary or preference shares, or incurrence of substantial debt, to complete a Business Combination could dilute existing shareholders' interests or adversely affect financial condition.
• D&O Insurance: Changes in the market for directors and officers liability insurance could make it more difficult and expensive to negotiate and complete a Business Combination.
• Financial Services Industry Instability: Adverse developments affecting the financial services industry could adversely affect liquidity, financial condition, and results of operations.

Regulatory & Compliance Risks:

• SPAC Regulations: Subject to evolving U.S. regulations for SPACs, including the 2024 SPAC Rules, which may increase disclosure requirements and potential liability.
• Investment Company Act: Risk of being deemed an investment company under the Investment Company Act of 1940, which could impose burdensome compliance requirements or force liquidation.
• Foreign Investment Regulations: Potential Business Combinations with U.S. targets may be subject to U.S. foreign investment regulations (e.g., CFIUS review).
• PRC-Specific Regulations: Acquisitions in Asia, particularly China, face complex and evolving regulations, including antitrust, foreign investment, national security review, cybersecurity, data protection, and currency controls, which could delay or prevent transactions. The company will not undertake a Business Combination with an entity or business with China operations consolidated through a VIE structure.
• Sarbanes-Oxley Act: Compliance obligations under the Sarbanes-Oxley Act may make it more difficult and costly to complete a Business Combination, especially with a target not in compliance.
• Legal Proceedings: No material litigation, arbitration, or governmental proceedings are currently pending against the company or its management.

Geopolitical & External Risks

Geopolitical Exposure:

• Geographic Dependencies: Operations in non-U.S. jurisdictions, especially Asia, expose the company to risks from social unrest, acts of terrorism, regime changes, and unpredictable legal systems.
• Trade Relations: Deterioration of relations between the U.S. and foreign governments could negatively impact target businesses.
• Sanctions & Export Controls: Potential target businesses in certain foreign jurisdictions may be affected by trade restrictions, sanctions, and export controls, particularly concerning U.S.-China relations.
• PRC Government Intervention: The Chinese government may intervene in or influence a PRC company's business operations at any time, or exert more oversight and control over overseas offerings and foreign investment, which could result in material changes to business operations and/or the value of securities.

Innovation & Technology Leadership

As a blank check company, RF Acquisition Corp II does not have its own research and development focus, innovation pipeline, or intellectual property portfolio. Its strategy is to acquire a target business within the deep technology sector that possesses these attributes.

Leadership & Governance

Executive Leadership Team

Leadership Continuity: Not applicable for a blank check company, as the focus is on the management of the target business post-Business Combination.

Board Composition: The board consists of five directors, with three independent directors: Vincent Yang Hui, Ryan Lee Wen, and Tuan Lee Low. The board is staggered into three classes.

• Audit Committee: Composed of Vincent Yang Hui, Ryan Lee Wen, and Tuan Lee Low (Chairman). All members meet independence standards, and Mr. Hui qualifies as an "audit committee financial expert."
• Compensation Committee: Composed of Ryan Lee Wen and Vincent Yang Hui (Chairman). Both members meet independence standards.
• Nominating Committee: There is no standing nominating committee; a majority of independent directors may recommend director nominees.

Human Capital Strategy

Workforce Composition: RF Acquisition Corp II currently has two executive officers (Tse Meng Ng and Chee Soon Tham) and no full-time employees, as it is a blank check company.

Talent Management: Not applicable for a blank check company.

Diversity & Development: Not applicable for a blank check company.

Environmental & Social Impact

As a blank check company, RF Acquisition Corp II does not have specific environmental commitments or social impact initiatives. Its focus is on identifying a target business.

Business Cyclicality & Seasonality

As a blank check company, RF Acquisition Corp II does not have business cyclicality or seasonality in its current operations. Its financial performance is primarily driven by interest income on the Trust Account and operational costs.

Regulatory Environment & Compliance

Regulatory Framework: RF Acquisition Corp II is a Cayman Islands exempted company subject to Cayman Islands law and U.S. federal securities laws (SEC reporting obligations).

• Industry-Specific Regulations: The company is subject to evolving U.S. regulations for SPACs, including the 2024 SPAC Rules, which may increase disclosure requirements and potential liability. There is also a risk of being deemed an investment company under the Investment Company Act of 1940.
• International Compliance: Any Business Combination with a non-U.S. target, particularly in Asia, would subject the combined entity to the regulatory frameworks of those jurisdictions, which may differ significantly from U.S. laws and could pose challenges in enforcement of legal rights.
• Trade & Export Controls: Potential target businesses in certain foreign jurisdictions may be affected by trade restrictions, sanctions, and export controls, particularly concerning U.S.-China relations.
• Legal Proceedings: No material litigation, arbitration, or governmental proceedings are currently pending against the company or its management.

Tax Strategy & Considerations

Tax Profile: RF Acquisition Corp II is an exempted Cayman Islands company and is not currently subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.

• Potential U.S. Excise Tax: If a Business Combination involves a U.S. company and RF Acquisition Corp II domesticates as a U.S. corporation, a 1% U.S. federal excise tax could be imposed on share redemptions.
• PFIC Status: There is a risk that RF Acquisition Corp II could be classified as a Passive Foreign Investment Company (PFIC), which would have adverse U.S. federal income tax consequences for U.S. investors.
• Foreign Currency Dividends: If future dividends are declared and paid in a foreign currency, U.S. holders may be disproportionately taxed due to currency fluctuations.

Insurance & Risk Transfer

Risk Management Framework: The company faces risks related to the availability and cost of directors and officers liability insurance, which has seen increased premiums and less favorable terms for SPACs. The cost of "run-off insurance" for pre-Business Combination liabilities would be an added expense for the post-Business Combination entity.