RF Acquisition Corp II shareholders approve Nanyang Biologics merger

What happened

RF Acquisition Corp II, a blank-check company, announced that its shareholders voted to approve its proposed business combination with Nanyang Biologics Pte. Ltd., a Singapore-based biologics company, at an extraordinary general meeting held August 19, 2026. The results were disclosed in a filing with the U.S. Securities and Exchange Commission on August 20, 2026.

All six proposals on the ballot passed. The votes were 6,765,584 in favor, 440,604 against, and zero abstentions on each measure, representing about 86% of the shares entitled to vote.

The company also said that holders had submitted preliminary requests to redeem 3,956,323 ordinary shares for cash from the trust account. These requests are subject to withdrawal or reversal before the closing of the combination.

The stock closed at $58.00 on August 20, up 355.6% from the prior close of $12.73, with volume of 3,112,800 shares compared to an average of 28,845 shares.

The merger vote

The proposals included approval of the business combination agreement with NYB Holdings Limited (the combined company, or PubCo) and Nanyang Biologics, as well as the merger of RF Acquisition Corp II into PubCo, governance provisions for the new company, the issuance of shares for the deal, an equity incentive plan, and an adjournment proposal.

The combination involves two steps: RF Acquisition Corp II will merge into PubCo, which will be the surviving company, and a subsidiary of PubCo will amalgamate with Nanyang Biologics, leaving Nanyang Biologics as a wholly-owned subsidiary.

The company warned that the closing remains subject to the satisfaction or waiver of conditions and may not occur. The final number of shares to be redeemed, the redemption payment, and the post-closing cash cannot be determined until closing.

What this means

RF Acquisition Corp II is a special purpose acquisition company, or SPAC, formed to merge with a private company and take it public. The filing is a Form 425, which companies use to communicate with shareholders about a proposed merger, but the underlying document is an 8-K reporting the shareholder vote results.

The extraordinary general meeting is the SPAC's equivalent of an annual shareholder meeting, called specifically to vote on the merger. The 'redemption' requests mean shareholders can choose to get back their pro-rata share of the trust account, the money raised in the IPO, instead of receiving shares in the merged company.

The large vote margin and the high share price suggest investors expect the deal to close and the combined entity to trade as Nanyang Biologics. The redemption requests, though, could reduce the cash available to the merged company, depending on how many are ultimately honored.

A share price jump of this size often reflects market speculation about the value of the post-merger company or the likelihood of the deal succeeding. The filing does not explain the price move, which could also be driven by trading dynamics around the vote.