10-K: RF Acquisition Corp II Details Nanyang Biologics Merger, Faces Going Concern Doubt

RF Acquisition Corp II filed its annual 10-K report, disclosing a definitive business combination agreement with Nanyang Biologics Pte. Ltd. and an extension of its deadline to August 15, 2026, following significant share redemptions.

Summary

• RF Acquisition Corp II (the Company) is a blank check company incorporated on February 5, 2024, focused on deep technology sector targets in Asia, excluding China VIE structures.
• On October 2, 2025, the Company entered into a Business Combination Agreement with NYB Holdings Limited, NYB Pte. Ltd., and Nanyang Biologics Pte. Ltd. (Target).
• The Business Combination involves the Company merging into PubCo (NYB Holdings Limited), and Amalgamation Sub merging with Nanyang, making Nanyang a wholly-owned subsidiary of PubCo.
• Each Company ordinary share will be exchanged for one PubCo Share, and each Company right for one-twentieth (1/20th) of a PubCo Share.
• Shareholders approved an extension of the business combination deadline from November 15, 2025, to August 15, 2026, through up to nine one-month extensions.
• In connection with the extension vote on November 10, 2025, holders of 6,668,735 ordinary shares redeemed their shares for approximately $71,580,705, or $10.73 per share.
• This redemption reduced the Trust Account balance to approximately $51.9 million and left 4,831,265 public shares outstanding subject to possible redemption.
• Nanyang Biologics is responsible for extension fees, with $60,000 deposited by Nanyang on November 19, 2025, and another $60,000 transferred by the Company on behalf of Nanyang on December 15, 2025 (recorded as due from Target).
• The Company reported a net income of $3,367,296 for the year ended December 31, 2025, primarily from $4,624,152 in interest earned on the Trust Account, offset by $1,256,856 in operational costs.
• As of December 31, 2025, the Company had a working capital deficit of $567,649 and cash of $337,383.
• The independent registered public accounting firm's report contains an explanatory paragraph expressing substantial doubt about the Company's ability to continue as a going concern.
• Management concluded that disclosure controls and procedures were not effective and identified a material weakness in internal controls over financial reporting.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this as a highly risky proposition due to the going concern warning, significant redemptions, and internal control deficiencies, despite securing a target and an extension.

Positives

• Secured a definitive Business Combination Agreement with Nanyang Biologics Pte. Ltd., a target in the deep technology sector.
• Successfully extended the business combination deadline to August 15, 2026, providing more time to complete the merger.
• Generated significant interest income of $4,624,152 from the Trust Account for the year ended December 31, 2025.
• Reported a net income of $3,367,296 for the year ended December 31, 2025.

Negatives

• Experienced substantial share redemptions, with 6,668,735 ordinary shares redeemed for $71,580,705, significantly reducing the Trust Account balance to approximately $51.9 million.
• The Company has a working capital deficit of $567,649 as of December 31, 2025.
• The independent auditor's report includes an explanatory paragraph expressing substantial doubt about the Company's ability to continue as a going concern.
• Management identified a material weakness in internal controls over financial reporting due to inadequate segregation of duties and insufficient written policies and procedures.
• The Company's disclosure controls and procedures were not effective at a reasonable assurance level as of December 31, 2025.
• The Sponsor's indemnity obligations for Trust Account claims are unlikely to be satisfied due to limited assets.

Risks

• Public Shareholders may not be afforded an opportunity to vote on the proposed initial business combination.
• If shareholder approval is sought, Initial Shareholders have agreed to vote their Founder Shares and Private Shares in favor of the business combination, regardless of Public Shareholder votes.
• The ability of Public Shareholders to exercise redemption rights with respect to a large number of shares may prevent completing the most desirable business combination or optimizing capital structure.
• The 27-month deadline for completing a business combination may give target businesses leverage and decrease due diligence ability as the dissolution deadline approaches.
• Inability to complete the initial business combination within the prescribed time frame would lead to liquidation and worthless Rights.
• Shareholders will not have any rights or interests in Trust Account funds, except under certain limited circumstances, potentially forcing them to sell shares or rights at a loss.
• If shareholder approval is sought and redemptions are not conducted via tender offer rules, shareholders holding in excess of 15% of ordinary shares will lose the ability to redeem those excess shares.
• Limited resources and significant competition for business combination opportunities may make it more difficult to complete a business combination.
• A potential 1% U.S. federal excise tax may be imposed on redemptions if the business combination involves a U.S. company and domestication occurs.
• The Company may be deemed a passive foreign investment company (PFIC), which could result in adverse U.S. federal income tax consequences to U.S. investors.
• An investment in the Initial Public Offering may result in uncertain U.S. federal income tax consequences.
• Changes in the market for directors and officers liability insurance could make it more difficult and expensive to negotiate and complete a business combination.
• Subsequent to the business combination, the Company may be required to take write-downs or write-offs, restructuring, and impairment or other charges.
• Success will ultimately depend upon market acceptance of products and services, ability to develop and commercialize new offerings, and identify new markets.
• Failure to adapt and respond effectively to rapidly changing technology, evolving industry standards, changing regulations, and customer needs could make products less competitive.
• Technology platforms may not operate properly or as expected, leading to reduced demand and customer dissatisfaction.
• New or changing technologies could cause a disruption in the business model.
• Acquiring a business in certain industries, such as technology, may involve special considerations and risks (e.g., cybersecurity, intellectual property, regulatory environment).
• Effecting a business combination with a company located outside of the United States would subject the Company to a variety of additional risks (e.g., unpredictable legal systems, currency fluctuations, political instability, trade barriers).
• Managing cross-border business operations is challenging and costly, potentially negatively impacting results.
• Social unrest, acts of terrorism, regime changes, or policy changes in a country of operation may negatively impact the business.
• Difficult and unpredictable legal systems and underdeveloped laws in many countries may adversely impact results of operations and financial condition.
• If the business combination is with a company located outside the U.S., local laws will likely govern material agreements, and enforcement of legal rights may be difficult.
• Deterioration of relations between the United States and foreign governments could make potential target businesses or their goods and services less attractive.
• A business combination with a U.S. target company may be subject to U.S. foreign investment regulations and review by CFIUS, potentially leading to prohibition or delays.
• If any dividend is declared in the future and paid in a foreign currency, U.S. investors may be disproportionately taxed.
• If the post-business combination management team is unfamiliar with U.S. securities laws, they may expend time and resources becoming familiar, leading to regulatory issues.
• Currency policies may diminish a target business's ability to succeed in international markets.
• Substantial inflationary pressures in Asia may prompt governments to take actions that could decrease profitability.
• Government regulations in many Asian countries limit or prohibit foreign investments in certain industries, limiting acquisition candidates.
• If a country in Asia enacts regulations forbidding or restricting foreign investment, the ability to consummate a business combination could be severely impaired.
• Corporate governance standards in Asia may not be as strict or developed as in the United States, potentially hiding detrimental issues.
• If the business combination is with a business located in the PRC, PRC laws will likely govern material agreements, and enforcement of legal rights may be difficult.
• Risks associated with acquiring and operating businesses in the PRC, including complex M&A rules for foreign investors and scrutiny by tax authorities.
• PRC regulations relating to offshore investment activities by PRC residents (SAFE Circular 37, SAFE Notice 13) may limit capital injection or profit distribution.
• Compliance with the PRC Antitrust Law may limit the ability to effect a business combination.
• Exchange controls in the PRC may restrict or prevent using IPO proceeds to acquire a PRC target and limit cash flow utilization.
• Business combination may be subject to national security review by the PRC government, leading to delays or prevention of certain opportunities.
• Business combination may be subject to PRC laws regarding cybersecurity and data protection (Cybersecurity Law, Data Security Law, PIPL, New Measures for Cybersecurity Review), potentially causing delays or preventing certain opportunities.
• Greater oversight by the CAC over data security may make some internet and technology companies unwilling to list on a U.S. exchange or enter into a definitive business combination agreement.
• Uncertainty regarding CSRC approval for overseas offerings by companies affiliated with Chinese businesses or a business combination with a China-based target.
• PRC regulation on loans to, and direct investment in, PRC entities by offshore holding companies and governmental control in currency conversion may delay or prevent funding.
• Fluctuations in exchange rates (RMB vs. U.S. dollar) could materially adversely affect results of operations and investment value.
• Restrictions on dividend payments from PRC operating companies following a business combination.
• Governmental control of currency conversion may limit the ability to utilize net revenue effectively.
• Significant uncertainties under the PRC Enterprise Income Tax Law relating to withholding tax liabilities and treaty benefits.
• U.S. laws and regulations, including the Holding Foreign Companies Accountable Act (HFCAA) and Accelerating Holding Foreign Companies Accountable Act (AHFCAA), may restrict or eliminate the ability to complete a business combination with certain companies.
• Unanticipated changes in the effective tax rate or challenges by tax authorities could harm future results.
• Difficulties in protecting interests and enforcing rights through U.S. federal courts due to Cayman Islands incorporation.
• Changes in laws or regulations, or a failure to comply, may adversely affect business, investments, and results of operations, including the impact of the 2024 SPAC Rules.
• Being an emerging growth company and a smaller reporting company may make securities less attractive to investors and comparisons with other public companies more difficult.
• Risk of being deemed an investment company under the Investment Company Act, potentially requiring burdensome compliance or liquidation.
• The rights agreement designates specific New York courts as the sole and exclusive forum for certain actions, limiting rights holders' ability to choose a favorable judicial forum.
• Compliance obligations under the Sarbanes-Oxley Act may make it more difficult to complete a business combination, require substantial resources, and increase costs.
• Provisions in the Amended and Restated Memorandum and Articles of Association may inhibit a takeover, limiting share price and entrenching management.
• Delay in holding an annual meeting of shareholders could delay the opportunity for shareholders to elect directors.
• Adverse developments affecting the financial services industry (e.g., bank failures) could adversely affect liquidity, financial condition, and results of operations.
• The Amended and Restated Memorandum and Articles of Association provide that Cayman Islands courts will be the exclusive forums for certain disputes, limiting shareholders' ability to obtain a favorable judicial forum.

Future Outlook

The Company intends to complete its Business Combination with Nanyang Biologics Pte. Ltd. by the extended deadline of August 15, 2026. It expects to incur significant costs in pursuit of this acquisition and will not generate operating revenues until after its completion. The Company's ability to continue as a going concern is dependent on successfully completing this business combination and potentially raising additional capital.

Management Comments

• Our management has determined that these conditions [working capital deficit, significant costs, dependence on business combination] raise substantial doubt about our ability to continue as a going concern for a reasonable period of time.
• Management intends to implement remediation steps to improve our disclosure controls and procedures and our internal control over financial reporting.
• Specifically, we intend to expand and improve our review process for complex securities and related accounting standards.
• We plan to further improve this process by enhancing access to accounting literature, identification of third-party professionals with whom to consult regarding complex accounting applications and consideration of additional staff with the requisite experience and training to supplement existing accounting professionals.

Industry Context

StockSavvy.ai notes that RF Acquisition Corp II's focus on the deep technology sector in Asia, including AI, quantum computing, and biotechnology, aligns with a growing trend of SPACs targeting high-growth, innovation-driven industries. The explicit exclusion of VIE structures for China operations reflects increasing regulatory scrutiny and geopolitical risks associated with such structures, a common concern for investors in the current market. The significant redemptions observed are typical for SPACs nearing their deadline, highlighting investor skepticism or preference for cash returns over uncertain merger outcomes.

Comparison to Industry Standards

• The redemption rate of approximately 58% (6,668,735 shares out of an initial 11,500,000 public shares) is high but not uncommon for SPACs, particularly those seeking extensions. Many SPACs in 2022-2023 experienced redemption rates exceeding 80-90% for extension votes.
• The per-share redemption value of $10.73 is above the initial $10.00 IPO price, indicating a positive return for redeeming shareholders, which is a common feature of SPACs with interest-bearing trust accounts.
• The identified material weakness in internal controls and ineffective disclosure controls are below industry best practices for public companies and could signal operational immaturity compared to established operating companies.

Corporate Governance

Legal Proceedings

• No material litigation, arbitration, or governmental proceeding is currently pending against the Company or its Management Team.

Related Party Transactions

• Sponsor (Alfa 24 Limited) purchased 2,875,000 Founder Shares for $25,000.
• EarlyBirdCapital, Inc. (EBC) purchased 200,000 EBC Founder Shares for $1,739.
• Sponsor and EBC purchased an aggregate of 437,500 Private Placement Units for $4,375,000.
• The Sponsor charges the Company $10,000 per month for office space, utilities, and administrative support, totaling $195,000 incurred from inception through December 31, 2025.
• An advance from a related party (Sponsor) of $138,550 was outstanding as of December 31, 2025 and 2024.
• A balance of $195,725 was due to the Sponsor as of December 31, 2025.
• EBC is engaged as an advisor for the Business Combination, with a service fee of 3.5% of gross IPO proceeds ($4,025,000) payable upon consummation, plus 1.0% of total consideration if it introduced the target.
• The Sponsor, its affiliates, officers, and directors may loan funds for working capital or transaction costs, with up to $1,500,000 of such loans convertible into working capital units at $10.00 per unit.

Stakeholder Impact

• Shareholders: Significant redemptions (6,668,735 shares) indicate a portion of public shareholders opted out, receiving $10.73 per share. Remaining shareholders face uncertainty due to the going concern warning, internal control deficiencies, and reliance on the Nanyang Biologics merger. Founder Shares and Private Placement Units held by the Sponsor and EBC will be worthless if the Business Combination is not completed.
• Management/Sponsor: Their investment in Founder Shares and Private Placement Units is at risk if the Business Combination fails, creating a strong incentive to complete a transaction. They also have potential conflicts of interest due to other business affiliations and compensation arrangements.
• Nanyang Biologics: The target company is now tied to the SPAC's success in completing the merger and is responsible for extension fees, indicating a financial commitment to the transaction.
• Creditors: The Trust Account is designed to protect public shareholders, but there's a risk of claims reducing the redemption amount if waivers from vendors/service providers are not enforceable or if the Sponsor's indemnity is insufficient.

Next Steps

• Complete the Business Combination with Nanyang Biologics Pte. Ltd. by August 15, 2026.
• Implement remediation steps to improve disclosure controls and internal control over financial reporting.
• Continue to identify and evaluate target businesses if the current Business Combination is not completed.
• Potentially seek additional financing if needed for the Business Combination or working capital.

Key Dates

Recommendation

The filing reveals substantial doubt about the Company's ability to continue as a going concern, significant shareholder redemptions indicating a lack of investor confidence, and material weaknesses in internal controls. While a business combination agreement with Nanyang Biologics has been signed and an extension secured, these fundamental issues, coupled with the inherent risks of a SPAC and the specific geopolitical and regulatory risks associated with an Asia-focused deep tech target, present a highly uncertain and unfavorable investment profile. The high redemption rate also suggests a diminished capital base for the combined entity, making the successful execution and post-merger performance highly speculative.

Keywords

SPAC, Deep Technology, Artificial Intelligence, Quantum Computing, Biotechnology, Asia, Nanyang Biologics, Business Combination, Merger, SEC Filing, 10-K, Corporate Governance, Risk Factors, Financial Reporting, Cayman Islands, Nasdaq, Redemption, Trust Account, Going Concern, Internal Controls