RF Acquisition Corp II

What they do

RF Acquisition Corp II is a Cayman Islands blank check company formed to effect a merger or acquisition. It intends to target businesses in Asia within the deep technology sector, including artificial intelligence, quantum computing, and biotechnology, but will not pursue entities with China operations using a VIE structure. The company has no operations and generates only non-operating interest income from IPO proceeds held in trust.

Revenue drivers

• Interest income from trust account — Non-operating income from proceeds of the IPO and private placements held in trust; the company has no operating revenues.
• Business combination (target: Nanyang Biologics) — Pending merger with Nanyang Biologics, a Singapore biotech company; no revenue yet, but would become the main operating business if completed.
• Private placement units — Sale of 392,500 units to sponsor and underwriter at $10.00 per unit, generating $4.0 million in gross proceeds.

Recent performance

For fiscal year 2025, net income was $3.4 million, up from $3.2 million in 2024, but operating cash flow was negative at -$561,403 (2024: -$89,501). As of June 30, 2026, the company had total assets of $53.6 million, total liabilities of $5.4 million, and a shareholder deficit of $5.3 million. Cash and equivalents were $0.00, reflecting funds held in trust. The company had a working capital deficit of $567,649 as of December 31, 2025, and its auditor has expressed substantial doubt about its ability to continue as a going concern.

Strategy

The company's stated strategy is to complete a business combination with one or more businesses in Asia's deep technology sector, focusing on AI, quantum computing, and biotech. It has entered into a Business Combination Agreement with NYB Holdings Limited and Nanyang Biologics Pte. Ltd. on October 2, 2025. The company plans to use cash from IPO proceeds, private placements, or a combination of cash, shares, and debt to finance the deal. Management expects to incur significant costs in pursuing the acquisition and may require additional financing.

Risks

• Going concern risk — The independent auditor's report includes substantial doubt about the company's ability to continue as a going concern due to a working capital deficit and lack of operations.
• Business combination uncertainty — The proposed merger with Nanyang Biologics may not be completed, and if it fails, the company will never generate operating revenues.
• No operating history — As a blank check company with no operations or revenues, there is no basis to evaluate its ability to achieve its business objective.
• Potential lack of shareholder vote — Public shareholders may not get an opportunity to vote on the proposed business combination, which could complete even without majority approval.

Outlook

Management expects to continue incurring significant costs in pursuit of acquisition plans. The company has a pending business combination with Nanyang Biologics, subject to conditions and shareholder approvals. If the merger is not completed, the company may need to liquidate or seek additional financing. The company also faces potential delisting or liquidation if it fails to complete a business combination within the required timeframe.