RFAI SEC filings, in plain English
Everything RF Acquisition II has filed with the SEC that we hold — 40 filings, newest first, 38 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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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.
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.
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).
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.
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
- Combination deadline
- 2026-08-15 · unchanged
- Going-concern doubt
- stated · unchanged
- Mandate language
- The Company intends to pursue a Business Combination with a … · unchanged
- Redeemable shares
- 4.83M · unchanged
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 $”…
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,”…
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”…
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.
What changed: Definitive Proxy Statement (DEF 14A) for RF Acquisition Corp II's extraordinary general meeting scheduled for August 12, 2026, seeking shareholder approval for a charter amendment, trust agreement amendment, and adjournment proposal. Proposes to extend the deadline to consummate a business combination by up to six one-month extensions from August 15, 2026, to February 15, 2027, with $75,000 per month deposited into the trust account. Also proposes to eliminate the company's right to withdraw up to $100,000 of trust interest for dissolution expenses. The deal with Nanyang Biologics Pte. Ltd. remains pending, awaiting SEC effectiveness of Form F-4 and Nasdaq listing approval. The Business Combination Meeting is expected on or about August 19, 2026. Why it matters: 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.
What changed vs 2025-10-14trust $122.9M → $53.5M -56%deadline 2026-08-15 → 2027-02-15trust account, combination deadline2 moved
- Trust account
- $122.9M$53.5M
- Combination deadline
- 2026-08-152027-02-15
SpacBrain reads this as $69,358,580 left the trust between the two filings.
The clause …“vote at the Extraordinary General Meeting), based on the aggregate amount on deposit in the Trust Account of approximately $53,500,460.98 as of the Record Date (including interest not previously released to RFAC to pay its taxes),”…
SpacBrain reads this as 184 days later than the previous record.
The clause …“15, 2026 up to six (6) times for an additional one (1) month each time up to February 15, 2027 (i.e., for a period of time ending up to 33 months after the consummation of its initial public offering), by providing five days advance”…
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.
What changed: Definitive 424(b)(3) proxy statement/prospectus (Reg. No. 333-294461) for RF Acquisition Corp II's business combination with Nanyang Biologics Pte. Ltd. under a Business Combination Agreement dated October 2, 2025, registering up to 158,940,640 PubCo ordinary shares. RFAC merges into NYB Holdings Limited (Cayman) as PubCo, then NYB Pte. Ltd. amalgamates with Nanyang Biologics under Section 215A of the Singapore Companies Act, with Nanyang surviving as PubCo's wholly-owned subsidiary. Target consideration is $1,500,000,000 divided by $10.00, i.e. 150,000,000 PubCo shares. Pro-forma fully diluted ownership: Nanyang shareholders 150,000,000 shares (94% no-redemption, 96% at 50% redemption, 97% at maximum redemption); RFAC public shareholders 5,406,265 / 2,990,633 / 575,000 shares (4% / 2% / 1%); Sponsor Alfa 24 Limited and affiliates 3,282,695 shares (2%); EBC 251,680 shares. Each RFAC right converts into 1/20 of a PubCo share. Sponsor compensation disclosed: 2,875,000 founder shares for $25,000, 388,281 private units for $3,882,810, plus $225,000 of accrued office/administrative fees and $25,725 of working-capital advances. Why it matters: A $1.5 billion valuation on a Singapore biologics company where public shareholders retain only 4% even with zero redemptions and as little as 1% at maximum redemption — the float is effectively a rounding error and the deal is a backdoor listing with minimal public ownership. The trust has already been depleted by prior redemptions (only 5,406,265 public shares remain).
What changed: Preliminary proxy statement (PRE 14A) filed by RF Acquisition Corp II to solicit shareholder approval for amendments to extend the deadline for its business combination with Nanyang Biologics Pte. Ltd. up to six additional months, and to amend the trust agreement to forfeit the right to withdraw $100,000 of interest for dissolution expenses. The filing proposes (1) an extension of the combination period from August 15, 2026 to February 15, 2027 via up to six one-month extensions, (2) amendment to the trust agreement to allow these extensions and forfeit the company's right to withdraw up to $100,000 of interest from the trust for liquidation expenses, and (3) an adjournment proposal if needed. The trust value is stated as ~$53,500,460.98 as of the record date, with a per-share redemption price of ~$11.07. The deal with Nanyang Biologics (signed October 2, 2025) awaits SEC Form F-4 effectiveness and Nasdaq approval. Initial shareholders (sponsor, directors, officers) hold 39.1% of shares and intend to vote for proposals. Why it matters: This filing is critical because the SPAC's current deadline of August 15, 2026 may not be sufficient to close the pending business combination. If the extension amendments are not approved, RFAC may liquidate, returning trust proceeds to public shareholders and making founder shares and private placement units worthless. The filing provides specific trust account value, redemption mechanics, vote thresholds, and sponsor interests, enabling investors to assess redemption decisions and the likelihood of deal completion.
What changed: Amendment No. 5 to Form F-4, Registration No. 333-29446156 and62. The registrant is NYB Holdings Limited (Cayman Islands, SIC 2833), with RF Acquisition Corp II as co-registrant. Under a Business Combination Agreement dated October 2, 2025 among RFAC, NYB Holdings Limited (PubCo), NYB Pte. Ltd. (a Singapore Amalgamation Sub) and Nanyang Biologics Pte. Ltd., RFAC merges into PubCo and Amalgamation Sub amalgamates with Nanyang, with Continental Stock Transfer acting as exchange agent. Why it matters: The Exchange Ratio is defined off a fixed $1,500,000,000 target valuation: each Nanyang share receives the quotient of $1,500,000,000 divided by $10.00, divided by the Nanyang shares outstanding at the Amalgamation Effective Time — 150,000,000 PubCo Ordinary Shares in aggregate, fractions rounded down. Redemption history stated in this version: at the 2025 extraordinary general meeting holders of 6,668,735 RFAC public shares redeemed, removing about $71,580,705 (about $10.73 per share) and leaving about $51,857,714 in trust and 8,343,765 RFAC shares outstanding.
What changed: Amendment No. 4 to Form F-4, Registration No. 333-29446156. Registrant is NYB Holdings Limited (Cayman Islands, SIC 2833), with RF Acquisition Corp II as co-registrant. Under a Business Combination Agreement dated October 2, 2025, RFAC merges into NYB Holdings Limited and NYB Pte. Ltd. amalgamates with Nanyang Biologics Pte. Ltd., a Singapore company. This version was itself superseded by Amendment No. 5418. Why it matters: Pro forma PubCo ownership on a fully diluted basis is stated identically here and in Amendment No. 5: RFAC public shareholders hold 5,406,265 PubCo ordinary shares (4%) with no redemptions, 2,990,633 (2%) at 50% redemptions and 575,000 (1%) at maximum redemptions, while the RFAC initial shareholders excluding EBC hold 3,282,695 shares, about 2%. The redemption history is also unchanged across versions: 6,668,735 public shares redeemed for about $71,580,705, roughly $10.73 per share, leaving about $51,857,714 in trust and 8,343,765 RFAC shares outstanding.
What changed: Amendment No. 3 to Form F-4, Registration No. 333-29446156. Registrant is NYB Holdings Limited (Cayman Islands, SIC 2833), with RF Acquisition Corp II as co-registrant. Under a Business Combination Agreement dated October 2, 2025, RFAC merges into NYB Holdings Limited (PubCo) and NYB Pte. Ltd. amalgamates with Nanyang Biologics Pte. Ltd. Two further amendments follow: No. 4 on June 16, 2026 and No. 5411. Why it matters: This is the earliest of the three versions read, and the figures a holder acts on do not move across them. Pro forma PubCo ownership on a fully diluted basis: RFAC public shareholders 5,406,265 shares (4%) with no redemptions, 2,990,633 (2%) at 50% redemptions, 575,000 (1%) at maximum; RFAC initial shareholders excluding EBC 3,282,695 shares, about 2%. Redemption history: 6,668,735 public shares redeemed at the 2025 extraordinary general meeting for about $71,580,705, roughly $10.73 per share, leaving about $51,857,714 in trust and 8,343,765 RFAC shares outstanding.
What changed: A Limited Power of Attorney attached to a Schedule 13G filing, executing under the Securities Exchange Act of 1934 to authorize designated officers at Mizuho Financial Group, Inc. and its subsidiaries to prepare, sign, and submit Forms 13G and related amendments with the SEC for RFAI securities. The exhibit contains no provisions, disclosures, or amendments affecting redemption deadlines, trust account valuation per share, extension triggers or shareholder votes, target acquisition due diligence or closing timelines, or sponsor governance and conduct. It strictly maintains existing structural parameters for RF Acquisition II without altering investor exit windows, capital maintenance reserves, merger development stages, or sponsor behavioral covenants. Why it matters: The filing solely confirms procedural delegation for regulatory disclosure. As documented, Mizuho Financial Group, Inc., Mizuho Bank, Ltd., Mizuho Americas LLC, and Mizuho Securities USA LLC grant authority to Takahiro Katsura to handle all Section 13(d) and 13(g) reporting actions. Shuji Matsuura and Adam Hopkins executed the authorization on 5-14-2026. The exhibit lists subsidiary principal offices at addresses containing 1-5-5, Otemachi, Chiyoda-ku, Tokyo 100-8176, Japan and 1271 Avenue of the Americas, NY, NY 10020, USA. These administrative entries do not shift the business combination timeline, shareholder redemption rights, sponsor commitments, or underlying transaction economics.
What changed: Form 10-Q (unaudited quarterly report) for RF Acquisition Corp II for the quarter ended March 31, 2026. Trust account value decreased to $52,891,674 (from $52,257,378 at Dec 31, 2025) due to extension deposits and interest. Redemption value per share increased from $10.82 to $10.95. Cash on hand decreased to $34,737. Working capital deficit increased to $928,243. Nanyang deposited $180k into trust; $60k deposited after quarter-end, extending deadline to May 15, 2026. A going concern qualification is raised. The Company continues to pursue the business combination with Nanyang Biologics. Why it matters: Investors need to monitor trust value per share for redemption decisions. The trust value per share increased, but the working capital deficit and going concern warning signal liquidity risk. The deadline extension kept the deal alive but requires ongoing target funding. The small cash balance outside trust raises risk of inability to close.
What changed vs 2025-11-06trust $122.9M → $52.9M -57%shares 11.5M → 4.83M -58%trust account, redeemable shares, combination deadline +22 moved · 3 with no prior record of ours
- Trust account
- $122.9M$52.9M
- Redeemable shares
- 11.5M4.83M
- Combination deadline
- 2026-08-15 · unchanged
- Going-concern doubt
- stated · unchanged
- Mandate language
- The Company intends to pursue a Business Combination with a … · unchanged
SpacBrain reads this as $69,980,735 left the trust between the two filings.
The clause “4,417 Due from Target 140,247 60,000 Total Current assets 240,151 401,800 Cash held in trust account 52,891,674 52,257,378 TOTAL ASSETS $ 53,131,825 $ 52,659,178 LIABILITIES AND SHAREHOLDERS DEFICIT Current liabilities Accrued expenses $”…
SpacBrain reads this as 6,668,735 shares are no longer redeemable.
The clause …“200,000,000 shares authorized; 3,512,500 issued and outstanding (excluding 4,831,265 shares subject to possible redemption) as of March 31, 2026 and December 31, 2025 352 352 Additional paid-in capital - - Accumulated deficit (”…
The clause …“month each time from the Termination Date or Extended Date, as applicable, to August 15, 2026 (the Trust Agreement Amendment ) by providing five days advance notice to the Trustee prior to the applicable Termination Date or Extended”…
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”…
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.
What changed: Amendment No. 2 to Form F-4, Registration No. 333-29446156. Registrant is NYB Holdings Limited (Cayman Islands, SIC 2833), with RF Acquisition Corp II as co-registrant. Under a Business Combination Agreement dated October 2, 2025, RFAC merges into PubCo and NYB Pte. Ltd. amalgamates with Nanyang Biologics Pte. Ltd., a Singapore company. Three further amendments follow, the last391. Why it matters: The pro forma table makes the fixed-valuation structure explicit: Nanyang shareholders receive 150,000,000 PubCo ordinary shares in every scenario — the $1,500,000,000 target valuation divided by $10.00 — so redemptions move only the SPAC side of the register. Fully diluted PubCo shares are 158,940,640 with no redemptions, of which RFAC public shareholders hold 5,406,265 (4%), the Sponsor and affiliates 3,282,695 (2%) and EBC 251,680. At maximum redemptions the public holding falls to 575,000, about 1%, and the Nanyang stake rises to 97%.
What changed: Amendment No. 1 to Form F-4, Registration No. 333-29446156 — the first amendment in this series. Registrant is NYB Holdings Limited (Cayman Islands, SIC 2833), with RF Acquisition Corp II as co-registrant. Under a Business Combination Agreement dated October 2, 2025, RFAC merges into PubCo and NYB Pte. Ltd. amalgamates with Nanyang Biologics Pte. Ltd. Four further amendments follow, through the version416. Why it matters: The dilution picture was already final at this version and does not move across the four later amendments: Nanyang shareholders take a flat 150,000,000 PubCo ordinary shares, 94% with no redemptions rising to 97% at maximum redemptions, against RFAC public shareholders' 5,406,265 shares (4%) falling to 575,000 (1%), the Sponsor and affiliates' unchanged 3,282,695 (2%) and EBC's 251,680. Fully diluted PubCo shares are 158,940,640 in the no-redemption case.
What changed: A Schedule 13G/A beneficial ownership report identifying Karpus Management, Inc. as the reporting holder. The filing discloses no amendments to redemption windows, trust account valuations, extension mechanisms, deal execution schedules, or sponsor governance conduct. It reports no changes to capital structure mechanics or voting timelines. Why it matters: Because the excerpt contains only the report designation, filing identifier, and holder name, it makes no attributable claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. The text includes no numerical figures to validate, compute, or round, and functions exclusively as a routine compliance exhibit that does not alter existing timeline or valuation parameters.
What changed: Original Form F-417 under Registration No. 333-294461. Registrant is NYB Holdings Limited (Cayman Islands, SIC 2833), with RF Acquisition Corp II as co-registrant. Under a Business Combination Agreement dated October 2, 2025, RFAC merges into NYB Holdings Limited (PubCo) and NYB Pte. Ltd. amalgamates with Nanyang Biologics Pte. Ltd., a Singapore company. Five amendments follow, through the version410. Why it matters: One count in this version is superseded and it matters: it states RFAC had exercised five extension options, each by depositing $60,000 into the Trust Account, where Amendment No. 3 (June 3, 2026) and every later version state seven. The dilution table, by contrast, is identical from this first version to the last: Nanyang shareholders take a flat 150,000,000 PubCo ordinary shares, 94% rising to 97% at maximum redemptions, against RFAC public shareholders' 5,406,265 falling to 575,000, the Sponsor's 3,282,695 and EBC's 251,680, on 158,940,640 fully diluted shares.
What changed: A routine compliance exhibit: a Schedule 13G/A beneficial ownership report. According to the submission by KARPUS MANAGEMENT, INC., the firm is filing a Schedule 13G/A under accession number 0001072613-26-000247. The provided text supplies no amendment schedules, percentage adjustments, transaction dates, or trigger events, so no mechanical updates to the 2027-02-15 deadline, the trust valuation referenced in the prompt, or merger timeline can be extracted. Why it matters: Investors monitoring shareholder concentration, sponsor alignment, or trust liquidity will treat this as a standard regulatory receipt rather than a structural or liquidity catalyst. Because KARPUS MANAGEMENT, INC. did not include the amended sections detailing share counts, purchase prices, or redemption behavior, the filing does not indicate whether the holder accumulated positions ahead of the deadline, exited early, or maintained a passive stake. No claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel are contained in the document for evaluation.
What changed: Schedule 13G/A — beneficial ownership report amendment. This is a routine compliance exhibit updating institutional ownership disclosures. The excerpt lists three affiliated holders: AQR Capital Management, LLC; AQR Capital Management Holdings, LLC; and AQR Arbitrage, LLC. No share quantities, aggregate percentages, acquisition dates, or threshold changes are visible. Consequently, the filing does not mechanically impact the $11.08 trust value per share, trigger early redemption windows, force an extension vote ahead of the 2027-02-15 deadline, or alter sponsor governance or deal pacing. Why it matters: Investors monitoring the DEAL_ANNOUNCED phase should note that multi-entity filings of this type commonly reflect portfolio rebalancing, arbitrage sleeve adjustments, or passive index routing rather than strategic accumulation. Without the underlying table showing percentages or transaction dates, the amendment cannot confirm whether AQR widened, narrowed, or maintained its exposure relative to the February 15, 2027 expiration. The text contains no assertions regarding customers, revenue, addressable market, technology, commercial partnerships, pending litigation, or executive appointments, leaving the business combination fundamentals, target valuation, and shareholder voting calculus unchanged.
What changed: Schedule 13G/A beneficial ownership report filed by W. R. Berkley Corporation and Berkley Insurance Company. This is a routine SEC compliance exhibit updating current equity positions. Bearing on SPAC mechanics, the provided excerpt discloses no amendments to trust value per share ($11.08), no modifications to the redemption deadline (2027-02-15), no proposals or votes concerning extensions or liquidation triggers, no updates on merger or business combination progress, and no references to sponsor conduct or lock-up arrangements. Share counts, acquisition dates, and percentage thresholds are absent from the truncated filing text. Why it matters: Because the document contains no commercial assertions, operational metrics, or structural amendments, it does not shift redemption calculus, trust distribution assumptions, or target due diligence timelines. All disclosed information is limited to the reporting identity of W. R. Berkley Corporation and Berkley Insurance Company, functioning solely as a regulatory holding update rather than a substantive development indicator for investors monitoring exit windows, capital preservation, or transaction execution.
What changed: Annual report (Form 10-K) for fiscal year ended December 31, 2025. Entered into a Business Combination Agreement with Nanyang Biologics Pte. Ltd. on October 2, 2025. Shareholders approved extension of the business combination deadline from November 15, 2025 to August 15, 2026, with up to nine monthly extensions. In connection with the extension vote, 6,668,735 ordinary shares were redeemed for approximately $71.6 million ($10.73 per share), reducing public shares outstanding from 11,500,000 to 4,831,265 and trust account from $119.1 million to $52.3 million. Trust per-share value increased from $10.36 to $10.82. The company reported a working capital deficit of $567,649 and the auditor expressed substantial doubt about going concern. Subsequent to year-end, the target deposited $60,000 to extend the deadline to February 15, 2026. Why it matters: The filing confirms active deal progress with a signed business combination agreement, though massive redemptions (58% of public shares) significantly reduced the trust account. The extension provides additional time to close, but the company's working capital deficit and going concern uncertainty increase risk. Investors should monitor upcoming deadlines and the ability to consummate the transaction given reduced cash and shareholder support.
What changed vs 2025-03-25trust $119.1M → $52.3M -56%shares 11.5M → 4.83M -58%trust account, redeemable shares, combination deadline +22 moved · 3 with no prior record of ours
- Trust account
- $119.1M$52.3M
- Redeemable shares
- 11.5M4.83M
- Combination deadline
- not previously extracted2026-08-15
- Going-concern doubt
- stated · unchanged
- Mandate language
- the Company intends to focus its search for a Business Combi… · unchanged
SpacBrain reads this as $66,836,553 left the trust between the two filings.
The clause …“ayment of offering costs of $498,769. 73 As of December 31, 2025, we had cash held in the Trust Account of $52,257,378. We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all the funds”…
SpacBrain reads this as 6,668,735 shares are no longer redeemable.
The clause …“200,000,000 shares authorized; 3,512,500 issued and outstanding (excluding 4,831,265 and 11,500,000 shares subject to possible redemption) as of December 31, 2025 and 2024, respectively 352 352 Accumulated deficit ( 4,593,001 ) (”…
The clause …“month each time from the Termination Date or Extended Date, as applicable, to August 15, 2026 (the Trust Agreement Amendment ) by providing five days advance notice to the Trustee prior to the applicable Termination Date or Extended”…
The clause …“accounting firm s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a going concern. As of December 31, 2025, we had working capital deficit of $567,649. Further, we expect to”…
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.
What changed: Schedule 13G/A — an amendment to a statement of beneficial ownership filed under Section 13(d) of the Securities Exchange Act of 1934. The excerpt identifies Wealthspring Capital LLC and Matthew Simpson as the reporting entities for RFAI. It contains no numerical values, share quantities, percentage thresholds, or transaction dates. Consequently, it offers no updated mechanics regarding the redemption timeline, trust accounting, extension motions, merger execution, or sponsor behavior. Because no executives, directors, or advisors speak in the text, zero claims are made or attributable regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Why it matters: Investors monitoring RFAI should treat this as a procedural custody record rather than a signaling event. Without disclosed acquisition blocks or threshold-crossing percentages, the filing does not pressure the redemption calendar, alter trust distribution expectations, or indicate sponsor positioning shifts. Review of the full SEC exhibit is necessary if ownership concentration warrants portfolio modeling adjustments.
What changed: This document IS an amended Form F-4 registration statement containing a preliminary proxy statement/prospectus and an execution-version Business Combination Agreement that structures a proposed reverse recapitalization merger of RF Acquisition Corp II into NYB Holdings Limited (PubCo), followed by a Singapore corporate amalgamation with Nanyang Biologics Pte. Ltd. Regarding mechanics, RF AC reported that holders of 6,668,735 public shares elected redemption on November 10, 2025, receiving $71,580,705 at approximately $10.73 per share, which left $51,857,714 in the Trust Account. Why it matters: The documented redemption mechanics and trust depletion trajectory directly determine whether public investors preserve current cash value or face mathematical dilution, while the fixed $1,500,000,000/$10.00 exchange ratio dictates precise voting control and equity distribution between legacy insiders and converted SPAC shareholders.
What changed: A confidential draft registration statement on Form F-4 serving as a combined proxy statement and prospectus for the proposed business combination between SPAC RF Acquisition Corp II and Singapore-based Nanyang Biologics Pte. Ltd., structured as a reverse recapitalization. According to the filing, shareholders of 6,668,735 RFAC Public Shares exercised redemption rights for approximately $71,580,705 (~$10.73 per share), leaving approximately $51,857,714 in the Trust Account and 8,343,765 ordinary shares outstanding. Why it matters: These mechanics dictate the exact post-redemption trust liquidity and legally binding extension timeline, forcing a direct calculation of maximum cash per share against the $51,857,714 remaining pool and defining the hard deadline before mandatory dissolution. The fixed $1.5 billion valuation framework quantifies the precise pro forma dilution exposure for public holders relative to the target's existing equity structure under varying redemption scenarios.
What changed: This document is a Schedule 13G/A, an amended beneficial ownership report filed as a routine compliance exhibit to update the SEC’s registry of substantial shareholders in RFAI (RF Acquisition II). The filing lists Wolverine Asset Management LLC, Wolverine Trading Partners, Inc., Wolverine Holdings, L.P., Christopher L. Gust, and Robert R. Bellick as the reporting holders. The provided text contains no updated share quantities, percentages of class, or transaction dates. Consequently, there is no disclosed change in institutional accumulation or distribution that would impact redemption countdown mechanics, trust value preservation, extension voting leverage, or sponsor conduct evaluation ahead of the 2027-02-15 deadline. Why it matters: While the excerpt lacks numerical disclosures, the routine amendment maintains regulatory transparency regarding who holds economic exposure in the SPAC. Investors tracking the deal progression and potential redemption pressure will find no material shifts in holder composition, pricing benchmarks, or merger timeline adjustments within this filing. The document makes no substantive claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel, and introduces no new trust valuations or financing terms.
What changed: Form 8-K current report documenting a shareholder-approved extension of the initial business combination deadline, concurrent amendments to the corporate charter and investment management trust agreement, final shareholder voting tallies, and subsequent trust account redemptions. The registrant’s original termination date of November 15, 2025 has been replaced by a framework permitting up to nine (9) consecutive one-month extensions through August 15, 2026. Each extension requires five days’ advance written notice to Continental Stock Transfer & Trust Company and mandates a deposit of $0.03 for each publicly held ordinary share not redeemed, capped at $60,000 per extension period. Immediately following the extraordinary general meeting, holders of 6,668,735 shares exercised their right to redeem those shares for a pro rata portion of the trust, removing approximately $71,580,705 (approximately $10.73 per share). The trust account now contains approximately $51,857,714. Following the redemption, the company reports 8,343,765 ordinary shares outstanding, comprising 4,831,265 public shares. The Articles Amendment Proposal and Trust Agreement Amendment Proposal each passed with 9,600,561 votes FOR and 3,280,531 votes AGAINST. Why it matters: The extension provision mechanically shifts liquidity requirements back to the company on a monthly basis, requiring sponsors or non-redeeming shareholders to fund the $0.03 per share deposits to preserve the trust balance until the August 15, 2026 ultimate deadline. Management characterizes the vote outcome as shareholder endorsement to continue sourcing acquisition targets without immediate liquidation. The extraction of approximately $71,580,705 significantly contracts the public capital base available to satisfy the mandatory 80 percent fair market value threshold tied to trust assets outlined in Article 52.11 prior to signing a definitive agreement. Governance provisions retained include exclusive Cayman Islands court jurisdiction for internal affairs disputes, a formal requirement for independent fairness opinions when pursuing affiliate transactions, and a comprehensive renunciation of corporate opportunities by management per Article 53. No prospective target entities, operational revenue streams, customer contracts, or technological partnerships were disclosed. Chief Executive Officer Tse Meng Ng executed the filing, and the sponsor is formally identified as Alfa 24 Limited.
What changed: SEC Form 8-K filed pursuant to Rule 425, serving as a written communication detailing the results of an extraordinary general meeting held on November 10, 2025, the simultaneous approval of corporate charter and trust agreement amendments to extend the business combination deadline, and the consequential shareholder redemptions. First, regarding mechanics, the Company’s shareholders approved amending the Amended and Restated Memorandum and Articles of Association to allow up to nine (9) one-month extensions beyond the original November 15, 2025 termination date, pushing the absolute final deadline to August 15, 2026. Concurrently, the Investment Management Trust Agreement with Continental Stock Transfer & Trust Company was amended to authorize those extensions upon five days’ advance notice, requiring deposits of $0.03 for each public share not redeemed alongside the amendment proposal into the Trust Account, capped at $60,000 per extension. Immediately following the vote, the Company states that holders of 6,668,735 ordinary shares exercised redemption rights. Approximately $71,580,705 (approximately $10.73 per share) was removed from the Trust Account, leaving approximately $51,857,714. Post-redemption, aggregate ordinary shares outstanding total 8,343,765, comprising 4,831,265 public shares. Each of the three proposals received 9,600,561 FOR and 3,280,531 AGAINST votes. Second, regarding other substance, the appended Articles reaffirm the 80 percent fair market value acquisition threshold, mandate an independent fairness opinion from a FINRA-member investment banking firm or independent accounting firm for affiliated target transactions, specify dissolution expense reserves of up to US$100,000, and cement exclusive jurisdiction in Cayman Islands courts for internal affairs disputes. The filing is executed by Chief Executive Officer Tse Meng Ng. Why it matters: The nine-month extension framework paired with the $0.03 monthly deposit requirement structurally alters the redemption window and establishes a rising per-share trust floor for remaining investors, while the concurrent payout of approximately $71,580,705 to redeem 6,668,735 shares materially reduces public float and concentration risk. Investors must now track five-day extension notices and trustee deposit confirmations to monitor whether the sponsor sustains the trust balance toward the August 15, 2026 liquidation trigger, as failure to deposit will force mandatory winding up under the newly codified Article 52.7 procedures.
What changed: Routine compliance exhibit: a Schedule 13G/A amendment reporting beneficial ownership of RFAI securities by W. R. Berkley Corporation and Berkley Insurance Company. The filing amends a prior Schedule 13G for W. R. Berkley Corporation and Berkley Insurance Company regarding their RFAI holdings. The provided excerpt omits the specific revised share quantities, percentage ownership thresholds, transaction dates, or stated purposes for the positions. Why it matters: For investors monitoring the SPAC’s redemption deadline, trust preservation, extension timelines, or target development, this 13G/A solely updates the institutional ownership ledger. W. R. Berkley Corporation and Berkley Insurance Company filed the amendment, but the text contains no explicit commitments regarding redemptions, trust fund utilization, or backing for any potential merger extension. Because the excerpt discloses no operational metrics, strategic announcements, customer relationships, revenue figures, technology developments, partnership arrangements, or litigation, it does not mechanically impact the capital structure, voting dynamics, or scheduled milestones surrounding the announced deal.(flagged for human review)
What changed: Quarterly report (Form 10-Q) for the fiscal quarter ended September 30, 2025, including unaudited interim financial statements, management discussion and MD&A, and compliance certifications. The trust value per share increased from $10.36 at year-end 2024 to $10.68 at September 30, 2025 due to interest accretion. The Company signed a Business Combination Agreement on October 2, 2025 to merge with Nanyang Biologics Pte. Ltd., replacing the prior search phase. A definitive proxy was filed on October 14, 2025 for an Extraordinary General Meeting on November 10, 2025 to approve up to nine one-month extensions to August 15, 2026, with a maximum deposit of $60,000 per extension. The working capital deficit was $64,578 as of September 30, 2025, and management disclosed substantial doubt about going concern. Why it matters: This 10-Q provides the first complete financial update since the deal was announced. Investors can see the trust per-share value ($10.68), which is important for anticipating redemption pricing if the extension or deal vote triggers redemptions. The filing confirms the Company is actively pursuing a business combination with a named target and has a clear path to extend the deadline, but also warns that without an extension, liquidation could begin on November 15, 2025. The sponsor fees and related-party advances are detailed, providing transparency on sponsor conduct.
What changed vs 2025-07-28trust $121.6M → $122.9M +1%trust account, combination deadline, going-concern doubt +21 moved · 4 with no prior record of ours
- Trust account
- $121.6M$122.9M
- Combination deadline
- not previously extracted2026-08-15
- Going-concern doubt
- stated · unchanged
- Mandate language
- The Company intends to pursue a Business Combination with a … · unchanged
- Redeemable shares
- 11.5M · unchanged
SpacBrain reads this as $1,286,531 was added to the trust between the two filings.
The clause “58,786 Prepaid expenses 29,117 25,621 Total Current assets 591,342 984,407 Cash held in trust account 122,872,409 119,093,931 TOTAL ASSETS $ 123,463,751 $ 120,078,338 LIABILITIES AND SHAREHOLDERS DEFICIT Current liabilities Accrued”…
The clause …“month each time from the Termination Date or Extended Date, as applicable, to August 15, 2026 (the Trust Agreement Amendment ) by providing five days advance notice to the Trustee prior to the applicable Termination Date or Extended”…
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”…
The clause …“200,000,000 shares authorized; 3,512,500 issued and outstanding (excluding 11,500,000 shares subject to possible redemption) as of September 30, 2025 and December 31, 2024 352 352 Additional paid-in capital - - Accumulated deficit (”…
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.
What changed: Definitive proxy statement (DEF 14A) filed by RF Acquisition Corp II to solicit shareholder votes on proposals to extend the deadline to consummate a business combination, amend the trust agreement, and adjourn the meeting if necessary. The filing sets an extraordinary general meeting for November 10, 2025, with redemption deadline November 6, 2025. It proposes up to nine one-month extensions from the current deadline of November 15, 2025 to August 15, 2026. The trust value as of September 30, 2025 was approximately $122,859,040.74, or $10.68 per public share. The sponsor must deposit $0.03 per non-redeemed public share (max $60,000 per month) for each extension. The board also discloses that on October 2, 2025, the company entered into a Business Combination Agreement with Nanyang Biologics Pte. Ltd. (a Singapore biologics company). Why it matters: The filing provides the formal redemption mechanics and timeline for a SPAC that has announced a target but needs more time to close. The trust per-share value ($10.68) is slightly below the market close ($10.74) on the record date. Shareholders must act by November 6, 2025 to redeem. The extension requires a two-thirds vote on the charter amendment and a 50% vote on the trust amendment; the sponsor holds about 20.5% and intends to vote for. Failure to approve leads to liquidation. The disclosed target (Nanyang Biologics) is a Singapore private company, but no further details on its business, revenue, or market size are provided beyond the merger structure.
What changed: Definitive Business Combination Agreement filed as Form 8-K with exhibits (BCA, holders' support agreements, press release). RF Acquisition Corp II entered into a definitive agreement to combine with Nanyang Biologics Pte. Ltd., valuing NYB at $1.5 billion pre-transaction equity value Why it matters: Establishes the first definitive terms for the deal: each RFAI share exchanges for one PubCo share; each RFAI right becomes 1/20 of a PubCo share; NYB shareholders receive PubCo shares based on an exchange ratio of (150M PubCo shares) divided by their pre-closing share count. Sponsor (Alfa 24) and NYB holders subject to 24-month lock-ups. Closing targeted Q1/Q2 2026 with a 270-day termination deadline (~June 2026). Trust value is $11.08 per share; redemptions will be funded from trust. Shareholder votes required. No new trust or deadline change.
What changed: Form 8-K filed October 2, 2025, announcing the entry into a Business Combination Agreement (BCA) among RF Acquisition Corp II (SPAC), NYB Holdings Limited (PubCo), NYB Pte. Ltd. (Amalgamation Sub), and Nanyang Biologics Pte. Ltd. (NYB), plus exhibits including the full BCA, support and lock-up agreements, and a press release. RFAI has signed a definitive agreement for a $1.5 billion pre-transaction equity value business combination with NYB, an AI-driven drug discovery company. RFAI shareholders will receive 1 PubCo share per RFAC II share; RFAI rights will convert to 1/20th of a PubCo share. NYB shareholders will receive PubCo shares based on an Exchange Ratio formula. The combined company is expected to list on Nasdaq under 'NYB'. Closing is expected in Q1/Q2 2026, subject to shareholder approval and other conditions. Both RFAI (Founder) and certain NYB shareholders have signed support/lock-up agreements. Why it matters: This is the initial disclosure of the de-SPAC transaction, setting the stage for the redemption timeline and the special shareholder meeting. The trust account holds at least $122,454,702.09 as of September 26, 2025. Key terms: termination date is 270 days post-agreement (June 29, 2026) if not extended, NYB must deliver audited financials by Nov 30, 2025 and H1 financials by Dec 31, 2025. Nanyang (the target) will control the board with 6 of 7 directors designated by them. The Sponsor (Alfa 24 Limited) has agreed to a 24-month lock-up on its shares. The BCA confirms the $1.5B valuation and provides a formal timeline for the process.
What changed: Preliminary proxy statement (PRE 14A) filed by RF Acquisition Corp II to solicit shareholder approval for an extension of the deadline to complete a business combination, an amendment to the trust agreement, and an adjournment proposal. RFAC proposes to extend the business combination deadline from November 15, 2025 to November 15, 2026, via up to twelve one-month extensions. Sponsor must deposit $[●] per one-month extension two days prior to each extension, receiving a non-interest bearing promissory note. Shareholders have redemption rights; deadline to request redemption is November 6, 2025 at 5:00 PM Eastern. Redemption is subject to a 15% cap per shareholder/group without company consent. The meeting will be held on November 10, 2025. Record date is September 30, 2025. As of that date, trust held approximately $[●]; redemption price was approximately $[●] per share; 11,500,000 public shares and 3,075,000 founder shares outstanding. Sponsor (Alfa 24 Limited) and officers/directors beneficially own 21.7% of shares. The board recommends a FOR vote on all proposals. A preliminary proxy card is included. Why it matters: This filing provides the redemption deadline (Nov 6, 2025) and meeting date (Nov 10, 2025) for shareholders to decide whether to exit or allow the SPAC more time to find a deal. The trust value per share appears above $11.00 (based on status trust/share $11.08), so the redemption price is expected to be in that range. The sponsor has a strong incentive to complete a deal or lose its founder shares (purchased for $0.008/share). The 15% redemption cap limits large holders from fully exiting. The document confirms no deal has been announced; the board says the current deadline is insufficient. The filing also details sponsor and director interests, including that founder shares would be worthless without an extension, creating a conflict. Risk factors note possible delisting if redemptions are heavy and the impact of new SEC SPAC rules.
What changed: Schedule 13G beneficial ownership report. Per the filing submitted by W. R. Berkley Corporation and Berkley Insurance Company, the document declares their beneficial ownership interest in RFAI. The excerpt discloses no share quantities, percentage thresholds, acquisition dates, or transaction values, indicating only a standing regulatory position rather than a new purchase, secondary sale, or redemption submission. Why it matters: Schedule 13G filings operate as periodic disclosure instruments for institutional holders meeting the statutory reporting threshold and do not structurally alter a SPAC’s mechanics. According to the filers’ submission, this report leaves the redemption calendar, trust balance, announced merger timeline, and sponsor capital requirements unchanged. Because the filing omits quantitative data, it cannot be used to gauge shifting holder sentiment, voting weight reallocations, or liquidity drains ahead of the business combination vote. It remains a routine compliance exhibit reflecting continued institutional affiliation without actionable implications for shareholder redemption economics or deal execution.
What changed: Quarterly Report on Form 10-Q for the quarter ended June 30, 2025. Trust value per share increased from $10.36 at December 31, 2024 to $10.57 at June 30, 2025 due to interest earned. Cash and working capital decreased. The company recorded a going concern disclosure. No deal announcement, no extension, no redemption deadline changes. Why it matters: The trust is growing and the deadline is 2027-02-15, so there is no pressure. The company is still searching for a target in Asian deep tech and has reiterated it will not do a China VIE deal. The material change is the going concern warning; the company had only $626,321 cash and $294,240 working capital as of June 30, 2025, and management states there is substantial doubt about the ability to continue as a going concern within one year. This is a significant risk indicator for investors tracking the sponsor's ability to fund the search process.
What changed vs 2025-05-12trust $120.3M → $121.6M +1%trust account, going-concern doubt, mandate language +11 moved · 3 with no prior record of ours
- Trust account
- $120.3M$121.6M
- Going-concern doubt
- stated · unchanged
- Mandate language
- The Company intends to pursue a Business Combination with a … · unchanged
- Redeemable shares
- 11.5M · unchanged
SpacBrain reads this as $1,257,739 was added to the trust between the two filings.
The clause “58,786 Prepaid expenses 43,400 25,621 Total Current assets 669,721 984,407 Cash held in trust account 121,585,878 119,093,931 TOTAL ASSETS $ 122,255,599 $ 120,078,338 LIABILITIES AND SHAREHOLDERS DEFICIT Current liabilities Accrued”…
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”…
The clause …“200,000,000 shares authorized; 3,512,500 issued and outstanding (excluding 11,500,000 shares subject to possible redemption) as of June 30, 2025 and December 31, 2024 352 352 Additional paid-in capital - - Accumulated deficit (”…
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.
What changed: A Schedule 13G beneficial ownership report filed by Wolverine Asset Management LLC, Wolverine Trading Partners, Inc., Wolverine Holdings, L.P., Christopher L. Gust, and Robert R. Bellick. The submitted filing text contains only the cover caption and reporting-person identifiers. It discloses no share quantities, ownership percentages, acquisition dates, purchase prices, or transaction purposes. Accordingly, it introduces no modifications to RF Acquisition II’s redemption timeline, the stated $11.08 trust value per share, the 2027-02-15 expiration deadline, any extension procedures, underlying business combination progress, or sponsor conduct. Why it matters: Routine Schedule 13G disclosures track cumulative equity positions but do not mechanically trigger tender windows, set trust distribution parameters, or confirm merger execution schedules. Because the excerpt omits the operative body of the 13G—aggregate holdings, precise filing dates, and acquisition cost—the report does not materially alter investor tracking of the $11.08 per-share trust amount, the 2027-02-15 deadline, or sponsor behavior. Reporting persons have declared these holdings through the 13G submission, but without additional exhibits, the filing contains no substantive claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Investors monitoring this SPAC should await definitive proxy materials (DEFM14A), formal tender offer documentation, or post-combination SEC filings that actually specify redemption mechanics, extension voting outcomes, or deal-stage milestones.
What changed: A Form 8-K current report disclosing the immediate resignation of Tse Meng Ng from RF Acquisition Corp II’s audit committee. Per the May 21, 2025 filing, Tse Meng Ng notified the board that he stepped down as an audit committee member effective immediately. The registrant states the action did not stem from any disagreement with the company regarding operations, policies, or practices, and notes that Mr. Ng will continue to serve on the board while retaining his role as chief executive officer. The filing text makes no mention of the trust account balance, the redemption deadline, any proposed extension, or the status of a targeted business combination. Why it matters: Publicly traded shell companies must maintain an audit committee that satisfies Nasdaq financial expertise and independence requirements. The vacancy created by this resignation typically initiates a short compliance window before the board must publicly announce a successor to avoid listing notices or qualification risks for upcoming shareholder votes. Because the departing individual remains the CEO and a director, the filing indicates zero disruption to sponsor oversight, daily management, or the merger roadmap, meaning investors tracking governance integrity or capital return mechanics should monitor for a subsequent 8-K updating committee composition.
What changed: Form 10-Q (Quarterly Report) filed by RF Acquisition Corp II, a SPAC that completed its IPO in May 2024 and is searching for a business combination target. Trust value increased from $119,093,931 (Dec 31, 2024) to $120,328,139 (Mar 31, 2025) due to $1,234,208 in interest earnings. Redemption value per share increased from $10.36 to $10.46. The company reported net income of $1,020,970 for Q1 2025, its first profitable quarter, driven by trust interest, versus a net loss of $60,420 in the year-ago period from inception. Operating cash burn was $146,448 for Q1 2025. Cash outside trust decreased from $958,786 to $812,338. Management disclosed a material weakness in internal controls (disclosure controls were not effective at a reasonable assurance level) and raised substantial doubt about the company's ability to continue as a going concern. No new trading plans were adopted or terminated by any director or officer during the quarter. Why it matters: This 10-Q is the first financial update since the SPAC's IPO and confirms the trust is growing at a steady rate (per share value is now $10.46 as of March 31, 2025), meaning public shareholders have a growing cushion but still have not been asked to approve a deal. The disclosure of a material weakness in internal controls and a going concern qualification are common for early-stage SPACs but heighten scrutiny on the sponsor's ability to close a transaction before the 18-month deadline (November 2025). The document contains no mention of a definitive agreement or target; the company remains in the identification phase. The forgoing of executive compensation and the absence of any new Rule 10b5-1 plans provide no new information on deal timing.
What changed vs 2024-10-25trust $117.7M → $120.3M +2%trust account, going-concern doubt, mandate language +11 moved · 3 with no prior record of ours
- Trust account
- $117.7M$120.3M
- Going-concern doubt
- stated · unchanged
- Mandate language
- The Company intends to pursue a Business Combination with a … · unchanged
- Redeemable shares
- 11.5M · unchanged
SpacBrain reads this as $2,583,509 was added to the trust between the two filings.
The clause “58,786 Prepaid expenses 66,663 25,621 Total Current assets 879,001 984,407 Cash held in trust account 120,328,139 119,093,931 TOTAL ASSETS $ 121,207,140 $ 120,078,338 LIABILITIES AND SHAREHOLDERS DEFICIT Current liabilities Accrued”…
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”…
The clause …“200,000,000 shares authorized; 3,512,500 issued and outstanding (excluding 11,500,000 shares subject to possible redemption) as of March 31, 2025 and December 31, 2024 352 352 Additional paid-in capital - - Accumulated deficit (”…
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.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.