RFAC Seeks 9-Month Extension for Nanyang Biologics SPAC Deal

TL;DR

**RFAC is kicking the can down the road on its SPAC deal, giving Nanyang Biologics more time, but don't expect a quick pop; redemption is the safer bet here.**

AI Summary

RF Acquisition Corp II (RFAC) is seeking shareholder approval to extend its business combination deadline from November 15, 2025, to August 15, 2026, through nine one-month extensions. This extension requires amending RFAC's Amended and Restated Memorandum and Articles of Association and its investment management trust agreement. The company has already entered into a Business Combination Agreement with NYB Holdings Limited, NYB Pte. Ltd., and Nanyang Biologics Pte. Ltd. on October 2, 2025, but needs more time to consummate the deal. Shareholders who do not wish to extend can redeem their Public Shares for approximately $10.68 per share, based on a Trust Account balance of $122,859,040.74 as of the September 30, 2025 Record Date. The closing price of Public Shares on Nasdaq on the Record Date was $10.74. The Sponsor or its affiliates will deposit $0.03 per unredeemed Public Share, up to a maximum of $60,000 per one-month extension, into the Trust Account, receiving a non-interest bearing promissory note. The Board recommends voting 'FOR' the proposals, citing the significant time and financial resources already invested in identifying a target.

Why It Matters

This extension is critical for RFAC as it provides the necessary time to finalize its proposed business combination with Nanyang Biologics Pte. Ltd., preventing a potential liquidation on November 15, 2025. For investors, it offers a choice: redeem shares for cash near market value or hold for potential upside if the Nanyang deal closes, albeit with the risk of further delays or deal failure. The competitive SPAC market means RFAC needs this flexibility to secure its target, impacting its ability to deliver on its initial public offering promise and potentially setting a precedent for other SPACs facing similar deadlines.

Risk Assessment

Risk Level: medium — The risk is medium because while the extension provides a path forward for the business combination with Nanyang Biologics, there is no guarantee the deal will be consummated. The filing explicitly states, 'there can be no guarantee the Business Combination will be consummated.' Furthermore, the Sponsor is not obligated to fund the extension payments, and if the deal fails, Public Shareholders could face claims from creditors that take priority over their redemption rights, potentially making their rights 'worthless'.

Analyst Insight

Investors should carefully weigh the redemption price of approximately $10.68 against the current market price of $10.74 and the speculative nature of the Nanyang Biologics deal. Consider redeeming shares if you are risk-averse, or hold if you believe in the long-term potential of the Nanyang Biologics combination, understanding the inherent risks of SPAC extensions.

Key Numbers

• $122,859,040.74 — Aggregate amount in Trust Account (As of September 30, 2025 Record Date, used to calculate redemption price)
• $10.68 — Redemption price per Public Share (Approximate price per share for shareholders electing to redeem)
• $10.74 — Closing price of Public Shares on Nasdaq (As of September 30, 2025 Record Date)
• 9 — Number of one-month extensions (Proposed extensions to the business combination period)
• November 15, 2025 — Original Termination Date (Deadline for business combination without extension)
• August 15, 2026 — New Extended Date (Proposed final deadline for business combination)
• $0.03 — Extension Payment per Public Share (Amount Sponsor or affiliates must deposit for each one-month extension)
• $60,000 — Maximum Extension Payment per month (Cap on the amount deposited by Sponsor or affiliates for each one-month extension)
• 15,012,500 — Total Ordinary Shares outstanding (As of the date of the Proxy Statement)
• 6,495,833 — Public Shares needed for Extension Amendment Proposal approval (Represents 56% of outstanding Public Shares, in addition to Founder Shares)

Key Players & Entities

• RF Acquisition Corp II (company) — Registrant and SPAC seeking extension
• Nanyang Biologics Pte. Ltd. (company) — Target company for business combination
• NYB Holdings Limited (company) — Party to the Business Combination Agreement
• Continental Stock Transfer & Trust Company (company) — Trustee for the Trust Agreement
• Tse Meng Ng (person) — Chief Executive Officer of RF Acquisition Corp II
• Winston & Strawn LLP (company) — Location of the in-person Extraordinary General Meeting
• Nasdaq Global Market, LLC (regulator) — Exchange where Public Shares are traded
• SEC (regulator) — Securities and Exchange Commission

FAQ

Risk Factors

• Redemption Risk and Trust Account Depletion [high — financial]: Shareholders can redeem their Public Shares for approximately $10.68 per share if they do not approve the extension. If a significant number of shareholders redeem, the Trust Account balance could be depleted, impacting the company's ability to complete a business combination or return funds to non-redeeming shareholders.
• Failure to Consummate Business Combination [high — operational]: RFAC has until August 15, 2026, to complete a business combination with NYB Holdings Limited. Failure to do so will result in liquidation, and shareholders may not recover their investment, especially if creditor claims take priority over public shareholder claims.
• Sponsor Funding Obligation and Promissory Note [medium — financial]: The sponsor or its affiliates must deposit $0.03 per unredeemed share per month, up to $60,000 per month, to fund extensions. This is in exchange for a non-interest bearing promissory note, which is only repaid if a business combination is successful and funds are available outside the Trust Account.
• Amendments to Governing Documents [medium — regulatory]: The extension requires amendments to RFAC's Amended and Restated Memorandum and Articles of Association and its investment management trust agreement. These amendments need shareholder approval and may be subject to regulatory scrutiny.
• Market Volatility and Target Valuation [medium — market]: The current market conditions and the valuation of the target company, Nanyang Biologics, could impact the successful consummation of the business combination. Delays in closing could expose the deal to adverse market shifts.

Industry Context

RF Acquisition Corp II operates in the SPAC market, which facilitates the public listing of private companies. The industry is characterized by a time-sensitive environment where SPACs must identify and complete a business combination within a specified period, often facing pressure from market conditions and shareholder sentiment regarding extensions and target valuations.

Regulatory Implications

The proposed extension requires amendments to RFAC's charter and trust agreement, necessitating shareholder approval. Failure to comply with SEC regulations regarding proxy solicitations and SPAC timelines could lead to regulatory action or forced liquidation.

What Investors Should Do

1. Review the Proxy Statement carefully to understand the implications of the proposed extension and amendments.
2. Decide whether to vote 'FOR' or 'AGAINST' the Extension Amendment Proposal and Trust Agreement Amendment Proposal based on your investment thesis.
3. If you do not wish to extend the deadline, consider exercising your redemption rights by tendering your Public Shares for approximately $10.68 per share.
4. Attend the Extraordinary General Meeting on November 10, 2025, or submit your proxy to vote on the proposals.

Key Dates

• 2025-11-10: Extraordinary General Meeting — Shareholders will vote on proposals to extend the business combination deadline and amend governing documents.
• 2025-11-15: Original Termination Date — The initial deadline for RFAC to complete its business combination.
• 2025-10-02: Business Combination Agreement Signed — RFAC entered into an agreement to combine with NYB Holdings Limited, NYB Pte. Ltd., and Nanyang Biologics Pte. Ltd.
• 2025-09-30: Record Date — Determined shareholders eligible to vote and receive redemption price information.
• 2026-08-15: New Extended Date — The proposed final deadline for RFAC to consummate its business combination if extensions are approved.

Glossary

DEF 14A

A filing with the SEC that provides detailed information to shareholders when a company is soliciting proxies for its annual or special meeting. (This document is the DEF 14A filing for RF Acquisition Corp II, outlining the proposals for shareholder vote.)

Business Combination

The merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses. (RFAC is seeking to extend its deadline to complete such a combination with Nanyang Biologics.)

Trust Account

An account established by a special purpose acquisition company (SPAC) to hold the proceeds from its initial public offering (IPO) until a business combination is completed. (The balance of the Trust Account ($122,859,040.74) determines the redemption price per share.)

Redemption Rights

The right of public shareholders to have their shares redeemed for cash from the Trust Account, typically if they do not approve of a proposed business combination or extension. (Shareholders can redeem their shares for approximately $10.68 if they do not wish to extend the deadline.)

Sponsor

The entity that organizes and finances a SPAC, typically receiving founder shares and warrants in exchange for their investment and commitment. (The Sponsor is obligated to make extension payments into the Trust Account to facilitate the proposed extensions.)

Extension Payment

A payment made by the sponsor or its affiliates to the Trust Account to extend the SPAC's deadline for completing a business combination. (RFAC's sponsor will deposit $0.03 per unredeemed share per month, up to $60,000 monthly, for each extension.)

Ordinary Shares

The common stock of a company. (RFAC's Ordinary Shares are subject to redemption and voting on the proposed extension amendments.)

Public Shares

Ordinary shares issued in the Company's initial public offering. (These shares are eligible for redemption and are the basis for the sponsor's extension payment calculation.)

Year-Over-Year Comparison

This DEF 14A filing is primarily focused on seeking shareholder approval for an extension of the business combination deadline. Unlike a typical annual report, it does not present historical financial performance metrics such as revenue, net income, or margins, as RFAC is a SPAC that has not yet completed its initial business combination. The key financial information relates to the Trust Account balance and the mechanics of the proposed extension, rather than operational results.

Key Financial Figures

• $0.03 — unt (the “ Trust Account ”) $0.03 for each Public Share (as defined below
• $60,000 — Amendment Proposal, up to a maximum of $60,000, per one-month extension two (2) days p
• $0.0001 — outstanding ordinary shares, par value $0.0001 per share (the “ Ordinary Shares
• $10.68 — rice per Public Share was approximately $10.68 (which is expected to be the same appro
• $122,859,040.74 — t in the Trust Account of approximately $122,859,040.74 as of the Record Date (including intere
• $10.74 — Nasdaq ”) on the Record Date was $10.74. Accordingly, if the market price of th
• $0.06 — f Public Shares receiving approximately $0.06 less per share than if the Public Share
• $100,000 — ed to waive its right to withdraw up to $100,000 of interest accrued on the Trust Accoun

Filing Documents

• rfacq2_def14a.htm (DEF 14A) — 485KB
• 0001829126-25-008059.txt ( ) — 486KB

From the Filing

DEF 14A 1 rfacq2_def14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under §240.14a-12 RF ACQUISITION CORP II (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11 LETTER TO SHAREHOLDERS OF RF ACQUISITION CORP II 111 Somerset, #05-07 Singapore, 238164 TO BE HELD ON NOVEMBER 10 , 2025 Dear RF Acquisition Corp II Shareholder: You are cordially invited to attend an extraordinary general meeting of RF Acquisition Corp II, a Cayman Islands exempted company (the “ Company ,” “ RFAC ,” “ we ,” “ us ” or “ our ”), which will be held on November 10, 2025 at 9:30 a.m. Eastern Standard Time (the “ Extraordinary General Meeting ”). The Extraordinary General Meeting will be held in person at the offices of Winston & Strawn LLP located at 800 Capitol St., Suite 2400, Houston, Texas 77002, and virtually via live webcast at https://www.cstproxy.com/rfacquisitioncorpii/2025 and via teleconference using the following dial-in information: Telephone access (listen-only): Within the U.S. and Canada: 1 800-450-7155 (toll-free) Outside of the U.S. and Canada: +1 857-999-9155 (standard rates apply) Conference ID: 9368404# The attached Notice of the Extraordinary General Meeting and accompanying Proxy Statement (the " Proxy Statement ") describe the business RFAC will conduct at the Extraordinary General Meeting and provide information about RFAC that you should consider when you vote your shares. As set forth in the attached Proxy Statement, the Extraordinary General Meeting will be held for the purpose of considering and voting on the following proposals: Proposal No. 1 — Extension Amendment Proposal — A proposal, by special resolution, (passed by an affirmative vote of two-thirds of the holders of the then issued and outstanding Ordinary Shares being entitled to do so, vote in person or, where proxies are allowed, by proxy) to amend RFAC’s Amended and Restated Memorandum and Articles of Association, dated as of April 15, 2024 (the “ Existing Charter ”) by adopting an amendment to RFAC’s Existing Charter in the form set forth in Annex A to the Proxy Statement (the “ Extension Amendment ”) which reflects the extension of the date by which the Company must consummate a business combination (the “ Combination Period ”) up to nine (9)) times from November 15, 2025 (the “ Termination Date ”) to August 15, 2026, with each extension comprised of one (1) month (each, an “ Extension ”) (i.e., for a period of time ending up to 27 months after the consummation of its initial public offering (the “ IPO ”)) for a total of nine (9) months after the Termination Date (assuming a Business Combination (as defined below) has not occurred). The end date of each Extension shall be referred to herein as the “ Extended Date .” We refer to this proposal as the “ Extension Amendment Proposal ”; Proposal No. 2 — Trust Agreement Amendment Proposal — A proposal, by at least fifty percent (50%) of the then outstanding Ordinary Shares, to further amend RFAC’s investment management trust agreement, dated as of May 16, 2024, (the “ Trust Agreement ”), by and between the Company and Continental Stock Transfer & Trust Company (the “ Trustee ”), to allow the Company to extend the Termination Date up to nine (9) times for an additional one (1) 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 Date and depositing into the trust account (the “ Trust Account ”) $0.03 for each Public Share (as defined below) not redeemed in connection with the Extension Amendment Proposal, up to a maximum of $60,000, per one-month extension two (2) days prior to such Extension (the “ Extension Payment ”) until August 15, 2026 (assuming a Business Combination has not occurred) in exchange for a non-interest bearing, unsecured promissory note payable upon the consummation of a Business Combin

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View this DEF 14A filing on SEC EDGAR