RF Acquisition Corp II
For the period ended Sep 30, 2025. Filed Nov 6, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 6, 2025
RFAI$34.49+15.4%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-07-28.
0001829126-25-005436
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-06.
0001829126-25-008868
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 33 previous paragraphs and 38 current paragraphs.
22 unchanged; 11 reworded; 5 added; 0 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (5)
Current report
Business Combination Agreement
Current report
On October 2, 2025, the Company, entered into the Business Combination Agreement, by and among Pubco, Amalgamation Sub and Nanyang.
Current report
The Business Combination Agreement provides for, among other things, the following transactions: (i) the Company will merge with and into PubCo (the “Merger”), with PubCo being the Surviving Company; and (ii) following the Merger, Amalgamation Sub and Nanyang will amalgamate and continue as one company, with Nanyang being the surviving entity and becoming a wholly-owned subsidiary of PubCo (the “Amalgamation”). The Merger, the Amalgamation and the other transactions contemplated by the Business Combination Agreement are hereinafter referred to as the “Business Combination.”
Current report
Business Combination Consideration
Current report
In accordance with the terms and subject to the conditions of the Business Combination Agreement, (i) each issued and outstanding Nanyang ordinary share will automatically be cancelled and converted into such number of newly issued PubCo Shares as determined in accordance with the terms of the Business Combination Agreement; (ii) each issued and outstanding share of Amalgamation Sub will automatically be converted into one Surviving Company’s ordinary shares and accordingly, PubCo shall be the holder of all Surviving Company’s ordinary shares; (iii) each issued and outstanding Company ordinary share will be cancelled and cease to exist in exchange for one PubCo Share; and (iv) each issued and outstanding rights of the Company shall cease to be a right with respect to the Company’s ordinary shares and shall be exchanged for one-twentieth (1/20th) of a PubCo Share. Any fractional PubCo Shares will be rounded down to the nearest whole share.
Reworded paragraphs (11)
Previous wording
We are a blank check company incorporated in the Cayman Islands on February 5, 2024, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar Business Combination with one or more businesses. We intend to pursue a Business Combination with a target in any industry that can benefit from the expertise and capabilities of our Management Team. While our efforts in identifying prospective target businesses will not be limited to a particular geographic region, we intend to focus our search on businesses in Asia within the deep technology sector, including artificial intelligence, quantum computing, and biotechnology. However, we will not consummate a Business Combination with an entity or business with China operations consolidated through a variable interest entity (“VIE”) structure. We are an early stage and emerging growth company and, as such, we are subject to all of the risks associated with early stage and emerging growth companies. We intend to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering and the sale of the Private Placement Units, our shares, debt or a combination of cash, shares and debt.
Current wording
We are a blank check company incorporated in the Cayman Islands on February 5, 2024, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar Business Combination with one or more businesses. We intend to pursue a Business Combination with a target in any industry that can benefit from the expertise and capabilities of our Management Team. While our efforts in identifying prospective target businesses will not be limited to a particular geographic region, we intend to focus our search on businesses in Asia within the deep technology sector, including artificial intelligence, quantum computing, and biotechnology. However, we will not consummate a Business Combination with an entity or business with China operations consolidated through a variable interest entity (“VIE”) structure. We are an early stage and emerging growth company and, as such, we are subject to all the risks associated with early stage and emerging growth companies. We intend to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering and the sale of the Private Placement Units, our shares, debt or a combination of cash, shares and debt.
Previous wording
For the three months ended June 30, 2025, we had net income of $1,076,010, which consist of interest earned on cash held in Trust Account of $1,257,739, partially offset by operational costs of $181,729.
Current wording
For the three months ended September 30, 2025, we had net income of $1,056,869, which consist of interest earned on cash held in Trust Account of $1,286,531, partially offset by operational costs of $229,662.
Previous wording
For the six months ended June 30, 2025, we had net income of $2,096,980, which consist of interest earned on cash held in Trust Account of $2,491,947, partially offset by operational costs of $394,967 .
Current wording
For the nine months ended September 30, 2025, we had net income of $3,153,849, which consist of interest earned on cash held in Trust Account of $3,778,478, partially offset by operational costs of $624,629.
Previous wording
For the three months ended June 30, 2024, we had a net income of $547,028, which consisted of interest earned on cash held in the Trust Account of $656,689, offset by operating costs of $109,661.
Current wording
For the three months ended September 30, 2024, we had a net income of $1,422,951, which consisted of interest earned on cash held in the Trust Account of $1,512,941, offset by operating costs of $89,990.
Previous wording
For the period from February 5, 2024 (inception) through June 30, 2024, we had a net income of $486,608, which consisted of interest earned on cash held in the Trust Account of $656,689, offset by operating costs of $170,081.
Current wording
For the period from February 5, 2024 (inception) through September 30, 2024, we had a net income of $1,909,559, which consisted of interest earned on cash held in the Trust Account of $2,169,630, offset by operating costs of $260,071.
Previous wording
For the six months ended June 30, 2025, cash used in operating activities was $332,465. Net income of $2,096,980 was affected by interest earned on cash held in the Trust Account of $2,491,947. Changes in operating assets and liabilities provided $62,502 of cash for operating activities.
Current wording
For the nine months ended September 30, 2025, cash used in operating activities was $396,561. Net income of $3,153,849 was affected by interest earned on cash held in the Trust Account of $3,778,478. Changes in operating assets and liabilities provided $228,068 of cash for operating activities.
Previous wording
For the period from February 5, 2024 (inception) through June 30, 2024, cash used in operating activities was $83,464. Net income of $486,608 was affected by interest earned on cash held in the Trust Account of $656,689, payment of expenses through issuance of ordinary shares of $25,000, and payment of expenses through advance from related party of $31,620. Changes in operating assets and liabilities provided $29,997 of cash for operating activities.
Current wording
For the period from February 5, 2024 (inception) through September 30, 2024, cash used in operating activities was $62,031. Net income of $1,909,559 was affected by interest earned on cash held in the Trust Account of $2,169,630, payment of expenses through issuance of ordinary shares of $25,000, and payment of expenses through advance from related party of $31,620. Changes in operating assets and liabilities used $141,420 of cash for operating activities.
Previous wording
As of June 30, 2025, we had cash held in the Trust Account of $121,585,878. We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
Current wording
As of September 30, 2025, we had cash held in the Trust Account of $122,872,409. We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
Previous wording
As of June 30, 2025, we had cash of $626,321. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a Business Combination, and to pay for directors and officers liability insurance premiums.
Current wording
As of September 30, 2025, we had cash of $562,225. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a Business Combination, and to pay for directors and officers liability insurance premiums.
Previous wording
In order to finance working capital deficit or to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial Business Combination, we would repay the Working Capital Loans. In the event that the initial Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of the Working Capital Loans may be convertible into Working Capital Units of the post Business Combination entity at a price of $10.00 per unit at the option of the lender. The units and the underlying securities would be identical to the Private Placement Units.
Current wording
In order to finance working capital deficit or to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial Business Combination, we will repay the Working Capital Loans. In the event that the initial Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of the Working Capital Loans may be convertible into Working Capital Units of the post Business Combination entity at a price of $10.00 per unit at the option of the lender. The units and the underlying securities would be identical to the Private Placement Units.
Previous wording
We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2025. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.
Current wording
We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2025. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.