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RFAI merger with Nanyang Biologics

Nanyang Biologics (Singapore, incorporated 2021, reg (Singapore)Pre-revenue: the filings show no meaningful actual revenue for the most recent reported period.

StatusDefinitive (DA signed)
Announced deal value$1.5B

Announced 2 October 2025.

Shareholder voteno vote date filed yet
IndustryHealthcare — Preclinical biopharma / AI drug discovery

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]


Structure & dilution

SEC-primary terms

The headline number ignores the shares that did not pay $10 — the founder promote, PIPE stock and warrants. This is the same deal with all equity claims counted.

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 ▾
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 ▾
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 ▾

Why headline and effective values differ is covered in headline vs effective deal value, in plain English.


The target: Nanyang Biologics

from F-4/A

The business actually being bought — described from SEC primary filings, with projections labelled as projections.

Nanyang Biologics (Singapore, incorporated 2021, reg. 202116184H) is a PRECLINICAL-stage biopharmaceutical company with 5 full-time employees plus 6 consultants (8 Singapore, 3 Vietnam) that screens tropical medicinal plants for drug and nutraceutical candidates using its DTIGN/Vecura AI platforms; lead candidate NB-A002 is an oral ILF2-targeting small molecule for DDR-defective/high-replication-stress solid tumors (incl. PARP-inhibitor-resistant cancers), still in GLP toxicology ahead of any IND. Total FY2025 (ended 30-Sep-2025) revenue was $84,586 - its FIRST year of any commercial revenue ($79,207 AI-platform services, of which one customer >10%; $5,379 nutraceutical sales incl. CaraViva-Holistic Revival launched Q3-2025) - against a fixed $1.5bn all-share consideration (~17,700x revenue; Nanyang initially sought $2.0bn). FY2025 net income of ~$1.3M exists only because of a one-time NON-CASH $4.7M gain on terminating its NTU (Nanyang Technological University) Master Research Collaboration Agreement; operating cash burn was ~$1.7M, cash just ~$0.9M at FY-end, with going-concern-style dependency language and a disclosed ICFR material weakness. Leadership: PubCo CEO/Exec Chairman Ong Toon Wah Roland (gaming/digital-media background: CEO IAHGames 2006-2010, co-founder China The9 Interactive, CloudMoolah chairman; Nanyang Exec Chairman since Jan-2019); co-founders Prof. Li Hoi Yeung and Wai-Kin Adams Kong plus CTO Nguyen Hoang Truong Giang hold 25% of AI subsidiary NYB.AI Pte. Ltd.; CFO Lim Teck King, CSO-Therapeutics Dr. Yi Chieh Lim, CSO-Nutraceuticals Dr. Winifred Yau.

SectorHealthcare — Preclinical biopharma / AI drug discovery
HeadquartersSingapore, Singapore

Founded 2021.

Revenuepre-revenue

The filings show no meaningful actual revenue for the most recent reported period.

Employees5

source: 0001829126-26-005976opens on sec.gov in a new tab

Nanyang Biologics — every SPAC that has bid for it, and its listed peers


Expensive or cheap?

vs 5 listed peers

A price only means something next to what the same kind of business costs on the stock market. This divides what the buyers are paying by what Nanyang Biologics actually sells, and sets the answer against its closest listed comparables — or says plainly when that cannot be done.

SpacBrain’s read on the price

No multiple can be computed

Nanyang Biologics has no meaningful revenue yet, so no multiple is computable — this is priced on a story, not on financials. The deal still values it at $1.59bn.

The company reports no meaningful sales yet, so there is nothing to divide the price by.

What the buyers are paying for the whole company$1.59bn

Post-dilution equity + target net debt.

Divided by what the company actually sells in a year$0.1M

FY2025A (fiscal year ended 30-Sep-2025; $84,586 actual - first year of any commercial revenue) — a reported actual.

= what this deal pays for every dollar of those salesno multiple

Not computable — the filings record only $0.1M of revenue and treat the company as pre-revenue — a multiple struck on a nominal figure is noise, not a valuation.

What the stock market pays for its closest listed peers23.57×

$1 of their sales costs $23.57 on the open market. Median of 5 listed companies we judged a true comparable, which individually run from 0.14× to 913.62×. Their share prices are from 14 August 2026, not today.

What qualifies the figures above

  • Struck on the post-dilution value of $1.59bn, not the announced $1.5bn — new shares handed to the sponsor, warrant holders and the PIPE are part of what public buyers are really paying.
  • OKUR, APRE, ZNTL have no revenue to divide by, so they are shown but left out of the peer median.
  • The peer group does not agree with itself: its revenue multiples run from 0.14× to 913.62×. A median drawn across that spread is a weak benchmark, so treat the verdict as a rough bearing, not a measurement.
The 8 listed companies it is measured against, and why
  • RXRX23.57× revenue

    Recursion Pharmaceuticals is the scaled listed AI-driven drug-discovery platform-plus-pipeline model Nanyang's DTIGN/Vecura story aspires to; benchmarks what the market pays for AI discovery with real partner revenue.

  • OKURno revenue multiple

    Operational comp: Biotechnology & Medical Research (NEC); micro-cap ($39m); shares initially, targeting, cancers, drug, inhibitor, candidates with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.

  • SDGR4.15× revenue

    Schrodinger sells computational molecular-discovery software and services to pharma - the closest listed comp for NYB.AI's fee-for-service/SaaS discovery revenue line.

  • APREno revenue multiple

    Operational comp: Bio Therapeutic Drugs; micro-cap ($7m); shares ddr, replication, stress, inhibitor, molecule, master with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.

  • RLAY336.93× revenue

    Relay Therapeutics pairs a computational discovery engine with a clinical-stage precision-oncology small-molecule pipeline, the same platform+oncology-pipeline hybrid one stage ahead of Nanyang.

  • ZNTLno revenue multiple

    Zentalis Pharmaceuticals is a clinical-stage oncology company targeting DNA-damage-response/replication-stress vulnerabilities (WEE1), the same biology as lead candidate NB-A002.

  • ABSI913.62× revenue

    Absci is a pre-commercial generative-AI drug-creation company with small partner-fee revenue and a large platform narrative - a valuation reality-check for AI-discovery stories without products.

  • USNA0.14× revenue

    USANA Health Sciences is a profitable listed nutraceuticals/supplements manufacturer benchmarking what Nanyang's consumer-longevity vertical would be worth at commercial scale.

Which companies count as comparable is our judgement, written out above so you can disagree with it. The median is what these shares happened to trade at on the date given — not a price anyone is offering for this deal.


In plain English

No floor / floorlessthe cash guarantee is gone — the price is unprotected

A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.

Dilutionhow much of the company new shares take from you

Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.

Pro-forma equitywhat the company is valued at once the deal closes

The combined company's equity value assuming the announced terms and the redemptions that have actually happened.

De-SPACthe day the SPAC becomes the real company

The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.

Outside datethe contractual long-stop for closing the deal

A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.