RF Acquisition Corp II Files 8-K: Material Agreement & Equity Sales

TL;DR

RF Acquisition Corp II filed an 8-K detailing a material definitive agreement and equity sales, plus changes to its charter.

AI Summary

RF Acquisition Corp II, a blank check company, announced on May 16, 2024, that it entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and amendments to its articles of incorporation or bylaws. The filing indicates a change in its fiscal year.

Why It Matters

This filing signals significant corporate actions by RF Acquisition Corp II, including potential business combinations or strategic shifts, which could impact its future operations and shareholder value.

Risk Assessment

Risk Level: medium — Blank check companies like RF Acquisition Corp II inherently carry higher risk due to their reliance on future acquisitions and the speculative nature of their business model.

Key Players & Entities

• RF Acquisition Corp II (company) — Registrant
• May 16, 2024 (date) — Earliest event reported
• May 22, 2024 (date) — Date of report

FAQ

Key Financial Figures

• $0.0001 — Market LLC Ordinary Shares, par value $0.0001 per share RFAI The Nasdaq Stock Mar
• $10.00 — hare. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to
• $100,000,000 — rating gross proceeds to the Company of $100,000,000. The Company also granted the underwrit
• $4,000,000 — rating gross proceeds to the Company of $4,000,000. The Private Placement Units are identi
• $100,500,000 — Item 8.01. Other Events. A total of $100,500,000 of the proceeds from the IPO and the sa
• $100,000 — sed to the Company to pay its taxes and $100,000 of interest to pay dissolution expenses

Filing Documents

• rfacq2_8k.htm (8-K) — 55KB
• rfacq2_ex1-1.htm (EX-1.1) — 230KB
• rfacq2_ex3-1.htm (EX-3.1) — 374KB
• rfacq2_ex4-1.htm (EX-4.1) — 72KB
• rfacq2_ex10-1.htm (EX-10.1) — 44KB
• rfacq2_ex10-2.htm (EX-10.2) — 89KB
• rfacq2_ex10-3.htm (EX-10.3) — 97KB
• rfacq2_ex10-4.htm (EX-10.4) — 42KB
• rfacq2_ex10-5.htm (EX-10.5) — 41KB
• rfacq2_ex10-6.htm (EX-10.6) — 41KB
• rfacq2_ex10-7.htm (EX-10.7) — 46KB
• rfacq2_ex10-8.htm (EX-10.8) — 14KB
• rfacq2_ex10-9.htm (EX-10.9) — 76KB
• rfacq2_ex99-1.htm (EX-99.1) — 7KB
• rfacq2_ex99-2.htm (EX-99.2) — 7KB
• ex3-1_001.jpg (GRAPHIC) — 8KB
• 0001829126-24-003663.txt ( ) — 1722KB
• rfa-20240522.xsd (EX-101.SCH) — 4KB
• rfa-20240522_def.xml (EX-101.DEF) — 27KB
• rfa-20240522_lab.xml (EX-101.LAB) — 37KB
• rfa-20240522_pre.xml (EX-101.PRE) — 25KB
• rfacq2_8k_htm.xml (XML) — 7KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On May 21, 2024, RF Acquisition Corp II (the "Company") consummated its initial public offering ("IPO") of 10,000,000 units (the "Units"). Each Unit consists of one ordinary share of the Company, par value $0.0001 per share (the "Ordinary Shares"), and one right (the "Rights") with each Right entitling the holder thereof to receive one-twentieth of one Ordinary Share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $100,000,000. The Company also granted the underwriters a 45-day option to purchase up to an additional 1,500,000 units to cover over-allotments, if any. In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company's Registration Statement on Form S-1 (File No. 333-277810) for the IPO, initially filed with the U.S. Securities and Exchange Commission (the "Commission") on March 11, 2024, as amended (the "Registration Statement"): An Underwriting Agreement, dated May 16, 2024, by and between the Company and EarlyBirdCapital, Inc., as representative of the underwriters, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference. A Rights Agreement, dated May 16, 2024, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference. A Letter Agreement, dated May 16, 2024 (the "Letter Agreement"), by and among the Company, its executive officers, its directors and Alfa 24 Limited (the "Sponsor"), a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference. An Investment Management Trust Agreement, dated May 16, 2024, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference. A Registr

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. Simultaneously with the closing of the IPO, pursuant to the Private Placement Unit Purchase Agreements, the Company completed the private sale of 355,000 units (the "Sponsor Private Placement Units") to the Sponsor at a purchase price of $10.00 per Sponsor Private Placement Unit, and 45,000 units (the "EBC Private Placement Units", together with the Sponsor Private Placement Units, the "Private Placement Units") to EarlyBirdCapital, Inc. at a purchase price of $10.00 per EBC Private Placement Unit, generating gross proceeds to the Company of $4,000,000. The Private Placement Units are identical to the Units sold in the IPO. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year. On April 15, 2024, in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association (the "Amended Charter"), effective the same day. The terms of the Amended Charter are set forth in the Registration Statement and are incorporated herein by reference. A copy of the Amended Charter is attached as Exhibit 3.1 hereto and incorporated herein by reference.

01. Other Events

Item 8.01. Other Events. A total of $100,500,000 of the proceeds from the IPO and the sale of the Private Placement Units were placed in a U.S.-based trust account with Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its taxes and $100,000 of interest to pay dissolution expenses, the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of the Company's initial business combination, (ii) the redemption of any of the Ordinary Shares included in the Units sold in the IPO (the "public shares") properly submitted in connection with a shareholder vote to amend the Company's Amended Charter (A) to modify the substance or timing of the Company's obligation to redeem 100% of the public shares if it does not complete its initial business combination within 18 months from the closing of the IPO or (B) with respect to any other material provisions relating to shareholders' rights or pre-initial business combination activity or (iii) the redemption of the Company's public shares if it is unable to complete its initial business combination within 18 months from the closing of the IPO, subject to applicable law. On May 16, 2024, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K. On May 21, 2024, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K. 2

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits EXHIBIT INDEX Exhibit No. Description 1.1 Underwriting Agreement, dated May 16, 2024, by and between the Company and EarlyBirdCapital, Inc., as representative of the underwriters. 3.1 Amended and Restated Memorandum and Articles of Association. 4.1 Rights Agreement, dated May 16, 2024, by and between the Company and Continental Stock Transfer & Trust Company, as rights agent. 10.1 Letter Agreement, dated May 16, 2024, by and among the Company, its executive officers, its directors and Alfa 24 Limited 10.2 Investment Management Trust Agreement, dated May 16, 2024, by and between the Company and Continental Stock Transfer & Trust Company, as trustee. 10.3 Registration Rights Agreement, dated May 16, 2024, by and among the Company, Alfa 24 Limited and EarlyBirdCapital, Inc. 10.4 Private Placement Unit Purchase Agreement, dated May 16, 2024, by and between the Company and Alfa 24 Limited 10.5 Private Placement Units Purchase Agreement, dated May 16, 2024, by and between the Company and EarlyBirdCapital, Inc. 10.6 Securities Escrow Agreement, dated May 16, 2024, by and among the Company, Continental Stock Transfer & Trust Company and the initial shareholders party thereto. 10.7 A Business Combination Marketing Agreement, dated May 16, 2024, by and between the Company and EarlyBirdCapital, Inc. 10.8 Administrative Services Agreement, dated May 16, 2024, by and between the Company and Alfa 24 Limited 10.9 Form of Indemnity Agreement 99.1 Press Release, dated May 16, 2024. 99.2 Press Release, dated May 21, 2024. 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. RF ACQUISITION CORP II By: /s/ Tse Meng Ng Name: Tse Meng Ng Title: Chief Executive Officer Dated: May 22, 2024 4

View Full Filing

View this 8-K filing on SEC EDGAR