RF Acquisition II

Where it stands

Deal announced · next: the shareholder vote, awaiting filing

A deal has been announced and its registration statement is on file (F-4/A 0001829126-26-007519, filed 2026-07-13). What is still to come is the SEC clearing it and a meeting date being set — that meeting is where you redeem, and its date is not on file with us, so there is none to show.

Merging with

Nanyang Biologics (Singapore, incorporated 2021, reg (Singapore)

Pre-revenue: the filings show no meaningful actual revenue for the most recent reported period.

Industry

Healthcare — Preclinical biopharma / AI drug discovery

What it set out to buy: AI/Tech

Deal value

$1.5B

announced 2 October 2025

Price vs cash floor

$32.00 vs $11.08

$20.92 above the last filed cash held for you; 186.6% above cash against our estimated ~$11.16

Cash left in trust

not yet extracted into a snapshot — the filings below may state it

across 4,831,265 public shares

IPO

17 May 2024

$115M raised · 107.3% of each $10 unit into trust

Headquarters

111 SOMERSET, #05-07, SINGAPORE

registered in the Cayman Islands

Lead underwriter

EarlyBirdCapital, Inc.

Key officers

Vincent Yang Hui (Director) · Wen Ryan Lee (Director) · Ng Tse Meng (CEO and Chairman)

Listed securities

RFAI common · RFAI common $30.00 · RFAIR right $0.16 · RFAIU unit $47.01

1. The last redemption election on file — deal vote on 19 August — has passed, and no new one has been filed since. Holders who stayed through it keep the right to redeem at the next election; there simply is no next election on file, so this page cannot tell you a day to act by.
2. Cash held in trust is $11.08 per share as last filed. That is the figure a redemption pays out at, plus whatever interest the trust earns between the filing and the window.
3. The charter runs to 15 February 2027. If no deal closes by then the trust is returned to holders, which is a floor of a different kind — it pays out, but you do not choose when.

1. 14 August 2026Shares handed backpassed0001829126-26-008821

   redemption rate not stated in the filing

2. 17 August 2026Redemption deadlinepassed0001829126-26-007878
3. 19 August 2026Deal votepassed0001829126-26-007878
4. 15 February 2027Outside date0001829126-26-008821

• Nanyang Biologics$1.5B · announced 2 October 2025
  announcedBiotechWeb research

  What Nanyang Biologics does — read from nyb.group on 14 August 2026

  Site pitches an integrated 'decoding nature' value chain - AI-prioritized natural-compound hits routed either to nutraceuticals or clinical development - claiming 40% AI hit rate (40x virtual screening), 27.03% better bioactivity-prediction accuracy than leading models, and plant-to-preclinical-candidate in under three years.

  Singapore (456 Alexandra Road, #04-07 Fragrance Empire Building)AI-First Discovery Platform; Nutraceuticals; Therapeutics (oncology, healthy aging, metabolic health)

  Nanyang Biologics (NYB) is a Singapore-based, AI-driven drug discovery and biotechnology company operating at the intersection of biodiversity and artificial intelligence. Founded in 2020 as a university spin-out from Nanyang Technological University Singapore (NTU), NYB has spent roughly five years developing a joint laboratory with NTU focused on tropical medicinal plants and their therapeutic potential. The company's flagship Vecura AI platform is powered by its proprietary Drug-Target Interaction Graph Neural Network (DTIGN), a structure-and-outcome-guided discovery model that applies graph neural networks and protein language models to predict how natural compounds interact with disease targets. In 2024, the DTIGN engine outperformed competitors by 27% in benchmarking tests published in IEEE, and it won first prize among over 700 startups at the SuperAI Genesis Startup Competition 2025 in Singapore. NYB is building what it believes will be one of the world's largest AI-curated natural compound libraries, already comprising over 50,000 unique organisms and their chemical compounds, and it has entered a memorandum of understanding with NVIDIA, Hewlett Packard Enterprise, and Equinix to provide scalable computing and sovereign digital infrastructure for large-scale molecular screening.

  The company's therapeutic pipeline consists of five preclinical molecules derived from tropical medicinal plants, targeting high-unmet needs in oncology, cardiovascular health, and mental health. Its lead candidate, NB-A002, is a first-in-class DNA Damage Response (DDR) therapy targeting the previously undruggable ILF2 protein, inducing synthetic lethality in DDR and Homologous Recombination Deficiency cancers, including BRCA-mutated and BRCAness tumors. NYB positions NB-A002 as a potential superior alternative to PARP inhibitors for ovarian, breast, lung, and other solid tumors, addressing a market projected to reach $19.5 billion by the mid-2030s. Additional pipeline assets include NB-B101 for solid tumors, NB-C201 for cardiovascular health, and NB-C301 for mental health conditions, all progressing through preclinical stages with growing patent protection. The company also offers a consumer nutraceutical product line alongside its pharmaceutical pipeline.

  NYB is led by Chairman Dr. Roland Ong, a serial entrepreneur, and Lead Principal Investigator Professor Li Hoi Yeung, who co-founded the joint laboratory initiative between NTU and NYB. The company's key investors include The9 Limited (Nasdaq: NCTY), which provided its first funding in 2020, Mercatus Capital (a Singapore-based family office), and the Ignition AI Accelerator. According to PitchBook, NYB has approximately 16 employees and has progressed through accelerator and clinical trial stages. The company has been recognized by U.S. News & World Report 2025, which ranked Singapore second worldwide for AI, and NYB has established strategic collaborations with major technology partners to build enterprise-grade infrastructure for healthcare innovation.

  On October 2, 2025, NYB entered into a definitive business combination agreement with RF Acquisition Corp II (Nasdaq: RFAI), a Singapore-based SPAC targeting deep technology in Asia, in a transaction valuing NYB at approximately $1.5 billion pre-money equity value. The merger is expected to close in the first or second quarter of 2026, subject to shareholder approval, with the combined company to list on Nasdaq under the ticker symbol "NYB." Existing shareholders, including The9 and Mercatus Capital, will roll over 100% of their equity and retain majority ownership and board control. NYB is pursuing the SPAC route to accelerate its AI-driven drug discovery efforts, with Chairman Ong stating that public listing will break through barriers that have long hindered medical advancement, significantly reduce R&D time and costs, and open new opportunities for therapeutic development. The SPAC's CEO, Tse Meng Ng, praised NYB for building a diffe [verified via Google + 425: Nanyang Biologics AI drug discovery, $1.5B]

  Deal structureSEC-primary — BCA 8-K / S-4 / DEFM14A

  Headline$1.5BvsEffective$1.6B+6% dilution

  Effective equity counts every claim on the post-close company at $10.00 — rollover, public shares, the founder promote and the PIPE. The headline counts only the target.

  Sponsor promote

  20%

  Pro-forma shares

  158.9M

  Exchange ratio

  Each RFAC II ordinary share is cancelled in exchange for one (1) PubCo Share (1:1); each Acquiror Right is exchanged for one-twentieth (1/20th) of a PubCo Share; each Nanyang ordinary share converts into newly issued PubCo Shares as determined under the BCA (150,000,000 PubCo Shares to Company Shareholders in the 424B3 pro-forma ownership table).more ▾less ▴

  PIPE structure:

  No PIPE or other committed financing is disclosed in the BCA 8-K, the Ex. 2.1 Business Combination Agreement, the press release or the 424B3 proxy statement/prospectus.more ▾less ▴

  Outside date: the date falling 270 days after the date of this Agreement (the “ Agreement End Date ”) — the contractual long-stop for closing. It is not a redemption deadline and confers no right to cash.

  Lock-up:

  Applicable Period ” shall be the period commencing on the Amalgamation Closing Date and ending on the earlier of: (i) 24 months after the Amalgamation Closing Date; or (ii) the date on which PubCo completes any amalgamation, merger, scheme of arrangement, business combination, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up or other similar transaction that results in all of PubCo’s shareholders having the right to exchange their PubCo Shares for cash, securities or other property following the Amalgamation Closing Datemore ▾less ▴

  stated in:0001829126-26-007878 0001829126-25-007836 0001829126-24-003792

Every figure below is stated in the linked filing; nothing here is estimated.

• Aug 14, 2026Extensionno rate stated
  redeemed 0.833M shpaid $11.13/sh0001829126-26-008821
• Nov 10, 2025Extension57.99%
  float 11.50M → 4.83M−6.67Mpaid $10.73/shtrust left $51.9M0001829126-25-009218

  Extraordinary general meeting November 10, 2025 (calendar 2025-11-09). Aggregate ~$71,580,705. sharesBefore = redeemed + remaining public shares.

• 42520 August 20260001829126-26-009169

  The shareholder vote results confirm that the proposed business combination cleared its principal corporate governance hurdles, maintaining forward progress toward the stated 2027-02-15 liquidation deadline. The disclosed preliminary redemption volume of 3,956,323 shares represents a meaningful portion of the 8,343,765 shares outstanding as of the record date, indicating substantial potential cash drainage from the trust account upon conversion. Because the filing expressly defers determination of the per-share redemption price, final redemption tally, and post-closing liquidity metrics until the transaction closes, investors must monitor the imminent final redemption disclosure to accurately assess residual trust capital, sponsor/converter economics, and post-merger balance sheet adequacy without assuming standard trust valuations.

• 8-K20 August 20260001829126-26-009168

  The shareholder approvals clear the mandatory corporate governance threshold to advance the transaction toward consummation, but the magnitude of preliminary redemption requests signals substantial near-term liquidity reduction for the combined entity. Because the filing explicitly defers calculation of final trust withdrawals and post-closing cash until Closing, investors cannot yet determine the exact capital base that will fund Nanyang Biologics Pte. Ltd. operations or whether additional financing rounds will be triggered by the shortfall. Additionally, the filing confirms governance shifts that will take effect upon completion: the PubCo charter will authorize US$60,000 divided into 500,000,000 ordinary shares and 100,000,000 preference shares, both at a par value of US$0.0001 per share, blank check company provisions will be removed, and director removal mechanisms have been updated. The adoption of the NYB Holdings Limited Equity Incentive Plan also establishes new personnel compensation frameworks that will dilute existing shareholders post-closing. The registrant, through Chief Executive Officer Tse Meng Ng, committed to disclosing final redemption results promptly after Closing.

• 42514 August 20260001829126-26-008823

  The filing directly alters the trust liquidity posture and redemption trajectory for remaining public shareholders. By mandating the $75,000 monthly extension funding requirement and eliminating the $100,000 liquidation expense withdrawal, the Registrant ensures the remaining approximately $44,522,115.92 in the Trust Account stays fully reserved for public shareholders through February 15, 2027. The concurrent redemption of 833,157 shares for $9,277,866.57 reduces the total capital pool available for a target acquisition but reflects ongoing shareholder risk assessment ahead of the extended deadline. Item 5.07 attributes the final tally to 6,767,656 votes FOR and 260,877 votes AGAINST across all proposals, confirming board and sponsor alignment to continue searching for a merger candidate rather than liquidating. The attached governing documents further outline operational guardrails: any proposed acquisition must hold an aggregate fair market value of at least 80% of the net assets held in the Trust Account at the time of signing a definitive agreement (Article 52.11), affiliated transactions mandate a fairness opinion from an independent FINRA-member investment banking firm or independent accounting firm (Article 52.13), and any disputes concerning the charter or shareholdings fall under the exclusive jurisdiction of the Cayman Islands courts (Article 54.1).

• 8-K14 August 20260001829126-26-008821

  The extension repositions the mandatory liquidation trigger to February 15, 2027, creating a recurring $75,000 monthly trust drain that will erode capital unless a business combination closes. By contractually surrendering the $100,000 interest withdrawal allowance, the Company guarantees all accrued earnings remain fully reserved for public shareholders until termination or deal completion, enhancing potential final redemption values while stripping sponsors of a standard expense reimbursement mechanism. The reported $11.13 per-share redemption price confirms trust accretion beyond initial deposits. Post-redemption float stands at 3,998,108 shares with over $44.5 million preserved, altering the capitalization base for any future targeting or dilution calculations. The filing contains no information on target prospects, revenue metrics, market size, partnership discussions, or litigation, focusing entirely on temporal adjustments, trust accounting changes, and shareholder voting outcomes.

• 10-Q7 August 20260001829126-26-008485

  The SPAC faces an imminent deadline (August 15, 2026) with limited cash outside trust. The trust value per share ($11.08) slightly exceeds the IPO trust ($10.05), but the working capital deficit and ongoing extension costs create liquidity risk. The going concern warning and internal control weakness raise concerns about the Company's ability to complete a business combination or fund operations. The upcoming shareholder vote on further extension is critical to avoiding liquidation.

• DEF 14A31 July 20260001829126-26-008243

  Shareholders need to decide whether to redeem their public shares before the August 10, 2026, redemption deadline. The redemption price is approximately $11.07 per share, based on a trust account value of ~$53.5 million. The extension provides more time for the pending business combination to close but is not guaranteed. The removal of the dissolution expense withdrawal protects the trust value for public shareholders. The proposal needs a two-thirds vote for the charter amendment and 50% for the trust agreement amendment, with the sponsor holding 39.1% of shares.

Showing the 30 most recent of 45 filings flagged material — the full feed is in Filings below.

• 42520 August 20260001829126-26-009169

  What changed: A Form 8-K filed pursuant to Securities Act Rule 425 reporting the results of an Extraordinary General Meeting of shareholders and preliminary shareholder redemption election data for RF Acquisition Corp II's proposed business combination with Nanyang Biologics Pte. Ltd. RF Acquisition Corp II filed this written communication to report that at its August 19, 2026 extraordinary general meeting, shareholders voted 6,765,584 For against 440,604 Against (with 0 Abstentions) to approve the merger of RFAC into NYB Holdings Limited ('PubCo'), making PubCo the surviving company, alongside advisory governance provisions, a Nasdaq listing compliance proposal, and an equity incentive plan. According to the registrant's Item 8.01 disclosure, holders submitted preliminary redemption requests for 3,956,323 RFAC Ordinary Shares. The filing states these preliminary requests remain subject to withdrawal or reversal with RFAC’s consent prior to Closing. The company explicitly noted that the final number of RFAC Ordinary Shares to be redeemed, the aggregate redemption payment, the per-share redemption price, the proceeds remaining in the Trust Account, RFAC’s post-closing cash, and the post-closing public float cannot be determined until Closing. RFAC indicated it will disclose the final redemption results promptly after Closing. The record date for the meeting was May 20, 2026, when 8,343,765 RFAC Ordinary Shares were issued and outstanding. Chief Executive Officer Tse Meng Ng signed the report on August 20, 2026. Why it matters: The shareholder vote results confirm that the proposed business combination cleared its principal corporate governance hurdles, maintaining forward progress toward the stated 2027-02-15 liquidation deadline. The disclosed preliminary redemption volume of 3,956,323 shares represents a meaningful portion of the 8,343,765 shares outstanding as of the record date, indicating substantial potential cash drainage from the trust account upon conversion. Because the filing expressly defers determination of the per-share redemption price, final redemption tally, and post-closing liquidity metrics until the transaction closes, investors must monitor the imminent final redemption disclosure to accurately assess residual trust capital, sponsor/converter economics, and post-merger balance sheet adequacy without assuming standard trust valuations.

• 8-K20 August 20260001829126-26-009168

  What changed: A Form 8-K current report documenting shareholder voting results at an extraordinary general meeting and disclosing preliminary redemption requests tied to a proposed business combination. On August 19, 2026, the registrant convened an extraordinary general meeting regarding the proposed merger between RF Acquisition Corp II and NYB Holdings Limited (PubCo), and the amalgamation of NYB Pte. Ltd. and Nanyang Biologics Pte. Ltd. (the Target Company). The filing reports that as of the May 20, 2026 record date, 8,343,765 ordinary shares were outstanding. Attendance was 7,206,188 shares, representing approximately 86.36% of voting power. Six proposals—including the business combination, merger, Nasdaq listing compliance, equity incentive plan, and adjournment—received 6,765,584 votes for, 440,604 votes against, and zero abstentions. Regarding redemption mechanics, the registrant disclosed that preliminary requests to redeem 3,956,323 ordinary shares for cash from the Trust Account were submitted. The filing emphasizes that these requests remain subject to withdrawal or reversal with the registrant’s consent prior to Closing, and that the final number of redeemed shares, aggregate redemption payment, per-share redemption price, remaining trust proceeds, and post-closing public float cannot be determined until Closing. Why it matters: The shareholder approvals clear the mandatory corporate governance threshold to advance the transaction toward consummation, but the magnitude of preliminary redemption requests signals substantial near-term liquidity reduction for the combined entity. Because the filing explicitly defers calculation of final trust withdrawals and post-closing cash until Closing, investors cannot yet determine the exact capital base that will fund Nanyang Biologics Pte. Ltd. operations or whether additional financing rounds will be triggered by the shortfall. Additionally, the filing confirms governance shifts that will take effect upon completion: the PubCo charter will authorize US$60,000 divided into 500,000,000 ordinary shares and 100,000,000 preference shares, both at a par value of US$0.0001 per share, blank check company provisions will be removed, and director removal mechanisms have been updated. The adoption of the NYB Holdings Limited Equity Incentive Plan also establishes new personnel compensation frameworks that will dilute existing shareholders post-closing. The registrant, through Chief Executive Officer Tse Meng Ng, committed to disclosing final redemption results promptly after Closing.

• 42514 August 20260001829126-26-008823

  What changed: A Form 8-K Current Report filed pursuant to Rule 425 of the Securities Act, submitted by RF Acquisition Corp II, disclosing the outcomes of an extraordinary general meeting held on August 12, 2026, including shareholder voting results, charter amendments, and trust agreement modifications. Per Item 1.01 and the accompanying Trust Agreement Amendment (Exhibit 10.1), the Registrant extended its business combination deadline up to six (6) consecutive monthly extensions from August 15, 2026 through February 15, 2027. The Registrant must provide five days’ advance notice (two days’ advance notice for the first extension) to Continental Stock Transfer & Trust Company and deposit exactly $75,000 into the Trust Account two days prior to each applicable extension. Per Item 1.01 and the Amended Charter (Exhibit 3.1), the Registrant permanently forfeits its prior right to withdraw up to $100,000 of interest earned on the Trust Account for liquidation and dissolution expenses. In connection with the vote, Item 8.01 reports that holders of 833,157 ordinary shares exercised redemption rights at approximately $11.13 per share, resulting in approximately $9,277,866.57 being removed from the Trust Account. Approximately $44,522,115.92 will remain in the Trust Account following the redemption, leaving 3,998,108 ordinary shares outstanding. Why it matters: The filing directly alters the trust liquidity posture and redemption trajectory for remaining public shareholders. By mandating the $75,000 monthly extension funding requirement and eliminating the $100,000 liquidation expense withdrawal, the Registrant ensures the remaining approximately $44,522,115.92 in the Trust Account stays fully reserved for public shareholders through February 15, 2027. The concurrent redemption of 833,157 shares for $9,277,866.57 reduces the total capital pool available for a target acquisition but reflects ongoing shareholder risk assessment ahead of the extended deadline. Item 5.07 attributes the final tally to 6,767,656 votes FOR and 260,877 votes AGAINST across all proposals, confirming board and sponsor alignment to continue searching for a merger candidate rather than liquidating. The attached governing documents further outline operational guardrails: any proposed acquisition must hold an aggregate fair market value of at least 80% of the net assets held in the Trust Account at the time of signing a definitive agreement (Article 52.11), affiliated transactions mandate a fairness opinion from an independent FINRA-member investment banking firm or independent accounting firm (Article 52.13), and any disputes concerning the charter or shareholdings fall under the exclusive jurisdiction of the Cayman Islands courts (Article 54.1).

• 8-K14 August 20260001829126-26-008821

  What changed: SEC Form 8-K current report filed by RF Acquisition Corp II disclosing shareholder-approved amendments to its Cayman Islands memorandum and articles of association and trust agreement, alongside a concurrent public share redemption event. According to the 8-K dated August 14, 2026, RF Acquisition Corp II reports that shareholders approved extending the business combination deadline from August 15, 2026 to February 15, 2027. The Company states the extension operates through up to six one-month increments, each requiring a $75,000 deposit into the Trust Account and two days’ advance trustee notice (or five days for later extensions). The filing explicitly notes the Company has forfeited its prior contractual right to withdraw up to $100,000 of earned interest to cover liquidation and dissolution expenses. In connection with the vote, the Company reports that holders of 833,157 ordinary shares exercised redemption rights, removing approximately $9,277,866.57 from the Trust Account at a calculated price of approximately $11.13 per share. Following these withdrawals, approximately $44,522,115.92 remains in the Trust Account and the Company lists 3,998,108 ordinary shares outstanding. Independent director and shareholder voting records show 6,767,656 votes for the proposals, 260,877 against, and 0 abstentions. Why it matters: The extension repositions the mandatory liquidation trigger to February 15, 2027, creating a recurring $75,000 monthly trust drain that will erode capital unless a business combination closes. By contractually surrendering the $100,000 interest withdrawal allowance, the Company guarantees all accrued earnings remain fully reserved for public shareholders until termination or deal completion, enhancing potential final redemption values while stripping sponsors of a standard expense reimbursement mechanism. The reported $11.13 per-share redemption price confirms trust accretion beyond initial deposits. Post-redemption float stands at 3,998,108 shares with over $44.5 million preserved, altering the capitalization base for any future targeting or dilution calculations. The filing contains no information on target prospects, revenue metrics, market size, partnership discussions, or litigation, focusing entirely on temporal adjustments, trust accounting changes, and shareholder voting outcomes.

• 10-Q7 August 20260001829126-26-008485

  What changed: Quarterly Report (Form 10-Q) for the period ended June 30, 2026. Trust account balance $53,530,961 ($11.08 per share) as of June 30, 2026, down from $52,257,378 at year-end 2025 due to remeasurement. The deadline to complete a business combination is August 15, 2026, with a further extension meeting scheduled for August 12, 2026; Nanyang deposited $60,000 into trust subsequent to quarter-end to extend to that date. The Company has $10,191 in operating cash and a working capital deficit of $1,283,103. Sponsor advanced $60,000 in July 2026, bringing total sponsor advances to $85,000. Management disclosed substantial doubt about going concern and a material weakness in internal controls over financial reporting. Why it matters: The SPAC faces an imminent deadline (August 15, 2026) with limited cash outside trust. The trust value per share ($11.08) slightly exceeds the IPO trust ($10.05), but the working capital deficit and ongoing extension costs create liquidity risk. The going concern warning and internal control weakness raise concerns about the Company's ability to complete a business combination or fund operations. The upcoming shareholder vote on further extension is critical to avoiding liquidation.

  What changed vs 2026-05-07trust $52.9M → $53.5M +1%
  trust account, combination deadline, going-concern doubt +21 moved · 4 with no prior record of ours

  Trust account

  $52.9M→$53.5M

  SpacBrain reads this as $639,287 was added to the trust between the two filings.

  The clause “00 4,417 Due from Target 25,247 60,000 Total Current assets 77,938 401,800 Cash held in Trust Account 53,530,961 52,257,378 TOTAL ASSETS $ 53,608,899 $ 52,659,178 LIABILITIES AND SHAREHOLDERS DEFICIT Current liabilities Accrued expenses $”…

  Combination deadline

  2026-08-15 · unchanged

  The clause …“transferred $60,000 into Trust Account, extending the Termination Date to August 15, 2026. In order for the Company to remain able to hold an extraordinary general meeting on August 19, 2026 and consummate the Business Combination,”…

  Going-concern doubt

  stated · unchanged

  The clause …“acceptable terms, if at all. In connection with the Company s assessment of going concern considerations in accordance with Financial Accounting Standard Board s Accounting Standards Update ( ASU ) 2014-15, Disclosures of”…

  Mandate language

  The Company intends to pursue a Business Combination with a … · unchanged

  Redeemable shares

  4.83M · unchanged

  The clause …“Yes No As of August 7, 2026, there were 3,512,500 ordinary shares (excluding 4,831,265 shares subject to possible redemption), par value $0.0001 per share, issued and outstanding. RF ACQUISITION CORP II FORM 10-Q FOR THE QUARTER ENDED”…

  Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.

Market data as of 2026-08-19 (22 days old). A forward multiple is a market opinion on one day, not a filed figure.

Selected from a listed universe by sector and by business description — not from the SPAC's stated mandate. 6 hand-picked comp(s) are kept alongside and were not rewritten.

Reality check: Robotics deSPAC median: $0.89. AI hype has not translated into SPAC premiums. (SPACInsider via Institutional Investor, Feb 2026)