RF Acquisition Corp II Files 10-Q for Q3 2024

TL;DR

**RF ACQUISITION CORP II FILES 10-Q FOR Q3 2024. SINGAPORE HQ. REAL ESTATE FOCUS.**

AI Summary

RF Acquisition Corp II filed a 10-Q report for the period ending September 30, 2024. The company, incorporated in Delaware, is a blank check company focused on real estate and construction. Their principal executive offices are located in Singapore.

Why It Matters

This filing provides an update on RF Acquisition Corp II's financial status and operations as a special purpose acquisition company (SPAC) during the third quarter of 2024.

Risk Assessment

Risk Level: low — This is a routine 10-Q filing for a SPAC with no immediate significant financial events or disclosures mentioned in the provided text.

Key Numbers

• 001-42106 — SEC File Number (Identifies the company's filings with the SEC)
• 0002012807 — Central Index Key (Unique identifier for the company in SEC filings)

Key Players & Entities

• RF Acquisition Corp II (company) — Filer of the 10-Q
• 20240930 (date) — End of reporting period
• 20241025 (date) — Filing date
• Singapore (location) — Location of principal executive offices

FAQ

Key Financial Figures

• $0.0001 — Market LLC Ordinary shares, par value $0.0001 per share RFAI The Nasdaq Stock Mar
• $300,000 — of $ 0.20 per unit, or an additional of $300,000 for a total of $ 2,300,000 . As of Sept
• $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) — 441KB
• rfacq2_ex31-1.htm (EX-31.1) — 14KB
• rfacq2_ex31-2.htm (EX-31.2) — 14KB
• rfacq2_ex32-1.htm (EX-32.1) — 6KB
• rfacq2_ex32-2.htm (EX-32.2) — 6KB
• 0001829126-24-006989.txt ( ) — 2705KB
• rfaiu-20240930.xsd (EX-101.SCH) — 34KB
• rfaiu-20240930_cal.xml (EX-101.CAL) — 26KB
• rfaiu-20240930_def.xml (EX-101.DEF) — 107KB
• rfaiu-20240930_lab.xml (EX-101.LAB) — 180KB
• rfaiu-20240930_pre.xml (EX-101.PRE) — 158KB
• rfacq2_10q_htm.xml (XML) — 321KB

Financial Information

Part I. Financial Information

Interim Financial Statements

Item 1. Interim Financial Statements 1 Balance Sheet as of September 30, 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 17

Quantitative and Qualitative Disclosures Regarding Market Risk

Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk 20

Controls and Procedures

Item 4. Controls and Procedures 20

Other Information

Part II. Other Information

Legal Proceedings

Item 1. Legal Proceedings 21

Risk Factors

Item 1A. Risk Factors 21

Unregistered Sales of Equity Securities and Use of Proceeds

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 21

Defaults Upon Senior Securities

Item 3. Defaults Upon Senior Securities 21

Mine Safety Disclosures

Item 4. Mine Safety Disclosures 21

Other Information

Item 5. Other Information 21

Exhibits

Item 6. Exhibits 22

Signatures

Part III. Signatures 23 i

- FINANCIAL INFORMATION

PART I - FINANCIAL INFORMATION

Interim Financial Statements

Item 1. Interim Financial Statements. RF ACQUISITION CORP II BALANCE SHEET SEPTEMBER 30, 2024 (UNAUDITED) ASSETS Current assets Cash $ 986,256 Prepaid expenses 26,615 Total Current Assets 1,012,871 Cash held in trust account 117,744,630 Total Assets $ 118,757,501 LIABILITIES AND SHAREHOLDERS' DEFICIT Current liabilities: Accrued expenses $ 83,385 Advance from related party 138,550 Total Current Liabilities 221,935 Deferred underwriting fee payable 4,025,000 Total Liabilities 4,246,935 Commitments and contingencies (Note 6) Ordinary shares subject to possible redemption, 11,500,000 shares at redemption value of $ 10.24 per share 117,744,630 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; 3,512,500 shares issued and outstanding as of September 30, 2024 (excluding 11,500,000 shares subject to possible redemption) 352 Additional paid-in capital - Accumulated deficit ( 3,234,416 ) Total Shareholders' Deficit ( 3,234,064 ) Total Liabilities and Shareholders' Deficit $ 118,757,501 The accompanying notes are an integral part of the unaudited financial statements. 1 RF ACQUISITION CORP II (UNAUDITED) Three Months Ended September 30, For the Period from February 5, 2024 (Inception) Through September 30, 2024 2024 Operating and formation costs $ 89,990 $ 260,071 Loss from operations ( 89,990 ) ( 260,071 ) Other income: Interest earned on cash held in Trust Account 1,512,941 2,169,630 Net income $ 1,422,951 $ 1,909,559 Weighted average shares outstanding of redeemable ordinary shares 11,500,000 6,365,546 Basic net income per ordinary share, redeemable ordinary shares $ 0.09 $ 0.20 Weighted average shares outstanding of non-redeemable ordinary shares 3,512,5

NOTES TO FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 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 September 30, 2024, the Company had not commenced any operations. All activity for the period from February 5, 2024 (inception) through September 30, 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 Initi

NOTES TO FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2024 (UNAUDITED) The Company's management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. Pursuant to applicable stock exchange listing rules, the Company's initial Business Combination must be with one or more businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (as defined below) (excluding the amount of deferred underwriting commissions and taxes payable on the income earned on the Trust Account). The Company intends to only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the "Investment Company Act"). There is no assurance that the Company will be able to successfully effect a Business Combination. Following the closing of the Initial Public Offering on May 21, 2024 and the overallotment on May 23, 2024, an 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

NOTES TO FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2024 (UNAUDITED) The Sponsor and EBC have 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 Combinati

NOTES TO FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2024 (UNAUDITED) Going Concern Consideration As of September 30, 2024, the Company had $ 986,256 in cash and a working capital of $ 790,936 . The Company has incurred and expects to continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a Business Combination. 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 Uncertainties about an Entity's Ability to Continue as a Going Concern," management has determined that these conditions raise substantial doubt about the Company's ability to continue as a going concern. In addition, if the Company is unable to complete a Business Combination within the Combination Period, the Company's board of directors would proceed to commence voluntary liquidation and thereby a formal dissolution of the Company. There is no assurance that the Company's plans to consummate a Business Combination will be successful within the Combination Period. As a result, management has determined that such an additional condition also raises substantial doubt about the Company's ability to continue as a going concern. The financial statement does 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 accordan

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