RF Acquisition Corp II Files Q1 2024 10-Q

TL;DR

**RF Acquisition Corp II filed its Q1 2024 10-Q, showing capital structure details.**

AI Summary

RF Acquisition Corp II filed its quarterly report for the period ending March 31, 2024. The filing details the company's financial position, including common stock, additional paid-in capital, subscription receivables, and retained earnings. The company is incorporated in E9 and its fiscal year ends on December 31.

Why It Matters

This filing provides a snapshot of RF Acquisition Corp II's financial health and capital structure as of the first quarter of 2024, which is crucial for investors and stakeholders to assess the company's performance and stability.

Risk Assessment

Risk Level: low — This filing is a standard quarterly report and does not contain immediate red flags or significant negative developments.

Key Numbers

• 0002012807 — Central Index Key (Unique identifier for RF Acquisition Corp II)
• 20240331 — Reporting Period End Date (Marks the end of the financial quarter being reported)

Key Players & Entities

• RF Acquisition Corp II (company) — Filer of the 10-Q
• 20240331 (date) — End of the reporting period
• 0002012807 (company) — Central Index Key for RF Acquisition Corp II
• SINGAPORE (location) — City of business and mailing address

FAQ

Key Financial Figures

• $0.0001 — Market LLC Ordinary shares, par value $0.0001 per share RFAI The Nasdaq Stock Mar
• $10.05 — st Account (initially anticipated to be $10.05 per Public Share, plus any pro rata int

Filing Documents

• rfacq2_10q.htm (10-Q) — 279KB
• rfacq2_ex31-1.htm (EX-31.1) — 16KB
• rfacq2_ex31-2.htm (EX-31.2) — 16KB
• rfacq2_ex32-1.htm (EX-32.1) — 7KB
• rfacq2_ex32-2.htm (EX-32.2) — 7KB
• 0001829126-24-004218.txt ( ) — 1785KB
• rfaiu-20240331.xsd (EX-101.SCH) — 23KB
• rfaiu-20240331_cal.xml (EX-101.CAL) — 17KB
• rfaiu-20240331_def.xml (EX-101.DEF) — 82KB
• rfaiu-20240331_lab.xml (EX-101.LAB) — 122KB
• rfaiu-20240331_pre.xml (EX-101.PRE) — 115KB
• rfacq2_10q_htm.xml (XML) — 150KB

Financial Information

Part I. Financial Information

Interim Financial Statements

Item 1. Interim Financial Statements 1 Balance Sheet as of March 31, 2024 (Unaudited) 1 2 3 4

Notes to Financial Statements (Unaudited)

Notes to Financial Statements (Unaudited) 5

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 14

Quantitative and Qualitative Disclosures Regarding Market Risk

Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk 17

Controls and Procedures

Item 4. Controls and Procedures 17

Other Information

Part II. Other Information

Legal Proceedings

Item 1. Legal Proceedings 18

Risk Factors

Item 1A. Risk Factors 18

Unregistered Sales of Equity Securities and Use of Proceeds

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 18

Defaults Upon Senior Securities

Item 3. Defaults Upon Senior Securities 18

Mine Safety Disclosures

Item 4. Mine Safety Disclosures 18

Other Information

Item 5. Other Information 18

Exhibits

Item 6. Exhibits 19

Signatures

Part III. Signatures 20 i

- FINANCIAL INFORMATION

PART I - FINANCIAL INFORMATION

Interim Financial Statements

Item 1. Interim Financial Statements. RF ACQUISITION CORP II BALANCE SHEET MARCH 31, 2024 (UNAUDITED) ASSETS: Deferred offering costs $ 297,673 Total Assets $ 297,673 LIABILITIES AND SHAREHOLDERS' DEFICIT Current Liabilities: Accrued expenses $ 3,800 Accrued offering costs 236,060 Advance from related party 93,233 Total Current Liabilities 333,093 Commitments and Contingencies (Note 6) Shareholders' Deficit Preference shares, $ 0.0001 par value; 1,000,000 shares authorized; none issued and outstanding - Ordinary shares, $ 0.0001 par value; 200,000,000 shares authorized; 3,075,000 shares issued and outstanding (1) 308 Additional paid-in capital 26,431 Share subscription receivable ( 1,739 ) Accumulated deficit ( 60,420 ) Total Shareholders' Deficit ( 35,420 ) Total Liabilities and Shareholders' Deficit $ 297,673 (1) Includes an aggregate of up to 375,000 ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. As a result of the underwriters' election to fully exercise their over-allotment option on May 23, 2024, the 375,000 Class B ordinary shares are no longer subject to forfeiture (see Notes 5 and 7). The accompanying notes are an integral part of the unaudited financial statements. 1 RF ACQUISITION CORP II FOR THE PERIOD FROM FEBRUARY 5, 2024 (INCEPTION) THROUGH MARCH 31, 2024 (UNAUDITED) Formation and operating costs $ 60,420 Net loss $ ( 60,420 ) Basic and diluted weighted average shares outstanding (1) 2,616,364 Basic and diluted net loss per share $ ( 0.02 ) (1) Excludes an aggregate of up to 375,000 ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. As a result of the underwriters' election to fully exercise their over-allotment option on May 23, 2024, the 375,000 ordinary shares are n

NOTES TO FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS MARCH 31, 2024 (UNAUDITED) NOTE 1 — ORGANIZATION AND BUSINESS OPERATIONS RF Acquisition Corp II (the "Company") is a Cayman Islands exempted company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (a "Business Combination"). The Company intends to pursue a Business Combination with a target in any industry that can benefit from the expertise and capabilities of the Company's management team. While the Company's efforts in identifying prospective target businesses will not be limited to a particular geographic region, the Company intends to focus its search on businesses in Asia within the deep technology sector, including artificial intelligence, quantum computing, and biotechnology. However, the Company will not consummate its initial Business Combination with an entity or business with China operations consolidated through a variable interest entity ("VIE") structure. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of March 31, 2024, the Company had not commenced any operations. All activity for the period from February 5, 2024 (inception) through March 31, 2024 relates to the Company's formation and the initial public offering ("Initial Public Offering"), which is described below. The Company will not generate any operating revenues until after the completion of an initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The registration statement for the Company's Initial Public Offering was declared effective on May 16, 2024. On May 21, 2024, the Company consummated the Initial Public Of

NOTES TO FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS MARCH 31, 2024 (UNAUDITED) Following the closing of the Initial Public Offering on May 21, 2024 and the exercise of the over-allotment option in full by the underwriters on May 23, 2024, an aggregate amount of $ 115,575,000 ($ 10.05 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Units was placed in the trust account (the "Trust Account") with Continental Stock Transfer & Trust Company acting as trustee, and invested in demand deposit or cash accounts or invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company's shareholders, as described below. The Company will provide the holders of the outstanding Public Shares (the "Public Shareholders") with the opportunity to redeem all or a portion of their Public Shares either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer in connection with the Business Combination. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company in its sole discretion subject to requirements of corporate law. The Public Shareholders are entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.05 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). The Public Shares subject to redemptio

NOTES TO FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS MARCH 31, 2024 (UNAUDITED) The Sponsor and EBC agreed (a) to waive their redemption rights with respect to any Founder Shares, EBC founder shares (defined below), Private Shares and Private Shares held by them in connection with the completion of a Business Combination, (b) to waive their redemption rights with respect to their founder shares, EBC founder shares and private shares in connection with a shareholder vote to approve an amendment to the amended and restated memorandum and articles of association to (1) modify the substance or timing of the obligation to provide for the redemption of the public shares in connection with an initial Business Combination or to redeem 100% of the public shares if the Company does not complete the initial Business Combination within 18 months from the closing of the Initial Public Offering or (2) with respect to any other material provisions relating to shareholders' rights or pre-initial Business Combination activity, and (c) to waive their rights to liquidating distributions from the Trust Account with respect to any founder shares, EBC founder shares and private shares held by them if the Company fails to complete the initial Business Combination within 18 months from the closing of the Initial Public Offering. If the Company submits the initial Business Combination to the public shareholders for a vote, the Sponsor and the Company's officers and directors have agreed (and their permitted transferees will agree) to vote any founder shares, private shares and, subject to applicable securities laws, any public shares purchased by them in or after this Initial Public Offering (including in open market and privately-negotiated transactions) in favor of an initial Business Combination. The Company has 18 months from the closing of the Initial Public Offering to consummate a Business Combination (the "Combination Period"). However, if the Company has not completed a Business Combination within

NOTES TO FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS MARCH 31, 2024 (UNAUDITED) Going Concern Consideration As of March 31, 2024, the Company had no cash and a working capital deficit of $ 333,093 (excluding deferred offering costs). The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. Additionally, the date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company's ability to continue as a going concern. Management plans to address this uncertainty through a Business Combination. There is no assurance that the Company's plans to consummate a Business Combination will be successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (the "SEC"). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited financial statements should be read in conjunction with t

NOTES TO FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS MARCH 31, 2024 (UNAUDITED) Use of Estimates The preparation of the financial statements in conformity with US GAAP requires the Company's management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Net Loss per Ordinary Share Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 375,000 ordinary shares that are subject to forfeiture if the over-allotment option is not exercised by the underwriters (see Notes 5 and 7). As of March 31, 2024, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, " Income Taxes ." Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying am

View Full Filing

View this 10-Q filing on SEC EDGAR