RF Acquisition Corp II
For the period ended Dec 31, 2025. Filed Feb 11, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Feb 11, 2026
RFAI$33.49+4.7%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Item 15*.* Exhibits, Financial Statement Schedules
| (1) | Financial Statements: |
| Page | |
| Report of Independent Registered Public Accounting Firm | F-2 |
|---|---|
| Balance Sheets | F-3 |
| Statements of Operations | F-4 |
| Statements of Changes in Shareholders’ Deficit | F-5 |
| Statements of Cash Flows | F-6 |
| Notes to Financial Statements | F-7 to F-20 |
| (2) | Financial Statement Schedules: |
None.
| (3) | Exhibits |
We hereby file as part of this Report the exhibits listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference can be inspected and copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of such material can also be obtained from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates or on the SEC website at www.sec.gov.
EXHIBIT INDEX
| Exhibit | Description |
| 1.1 | Underwriting Agreement, dated May 16, 2024, by and between the Company and EarlyBirdCapital, Inc., as representative of the underwriters (incorporated by reference to Exhibit 1.1 to our Current Report on Form 8-K, filed with the SEC on May 22, 2024). |
| 2.1 | Business Combination Agreement, dated as of October 2, 2025, by and among RF Acquisition Corp II, NYB Holdings Limited, NYB PTE. LTD. and Nanyang Biologics Pte. Ltd. (incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K, filed with the SEC on October 2, 2025). |
| 3.1 | Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K, filed with the SEC on May 22, 2024). |
| 3.1.1 | Amendment to the Amended and Restated Memorandum and Articles of Association, dated November 10, 2025 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K, filed with the SEC on November 14, 2025). |
| 4.1 | Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to our Registration Statement on Form S-1, filed with the SEC on March 11, 2024). |
| 4.2 | Specimen Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 to our Registration Statement on Form S-1, filed with the SEC on March 11, 2024). |
| 4.3 | Specimen Rights Certificate (incorporated by reference to Exhibit 4.3 to our Registration Statement on Form S-1, filed with the SEC on March 11, 2024). |
| 4.4 | Rights Agreement, dated May 16, 2024, by and between the Company and Continental Stock Transfer & Trust Company, as rights agent (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K, filed with the SEC on May 22, 2024). |
| 4.5 | Description of Registrant’s Securities (incorporated by reference to Exhibit 4.5 to our Annual Report on Form 10-K filed with the SEC March 25, 2025). |
| 10.1 | Letter Agreement, dated May 16, 2024, by and among the Company, its executive officers, its directors and Alfa 24 Limited (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed with the SEC on May 22, 2024). |
| 10.2 | Investment Management Trust Agreement, dated May 16, 2024, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K, filed with the SEC on May 22, 2024). |
| 10.2.1 | Amendment to the Investment Management Trust Agreement, dated November 10, 2025, by and between RF Acquisition Corp II and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K, filed with the SEC on November 14, 2025). |
| Exhibit | Description |
| 10.3 | Registration Rights Agreement, dated May 16, 2024, by and among the Company, Alfa 24 Limited and EarlyBirdCapital, Inc. (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K, filed with the SEC on May 22, 2024). |
| 10.4 | Private Placement Unit Purchase Agreement, dated May 16, 2024, by and between the Company and Alfa 24 Limited (incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K, filed with the SEC on May 22, 2024). |
| 10.5 | Private Placement Units Purchase Agreement, dated May 16, 2024, by and between the Company and EarlyBirdCapital, Inc. (incorporated by reference to Exhibit 10.5 to our Current Report on Form 8-K, filed with the SEC on May 22, 2024). |
| 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 (incorporated by reference to Exhibit 10.6 to our Current Report on Form 8-K, filed with the SEC on May 22, 2024). |
| 10.7 | A Business Combination Marketing Agreement, dated May 16, 2024, by and between the Company and EarlyBirdCapital, Inc. (incorporated by reference to Exhibit 10.7 to our Current Report on Form 8-K, filed with the SEC on May 22, 2024). |
| 10.8 | Administrative Services Agreement, dated May 16, 2024, by and between the Company and Alfa 24 Limited (incorporated by reference to Exhibit 10.8 to our Current Report on Form 8-K, filed with the SEC on May 22, 2024). |
| 10.9 | Securities Subscription Agreement, dated February 15, 2024, by and between the Company and Alfa 24 Limited (incorporated by reference to Exhibit 10.1 to our Registration Statement on Form S-1, filed with the SEC on March 11, 2024). |
| 10.10 | EarlyBirdCapital, Inc. Subscription Agreement, dated February 28, 2024, by and between the Company and EarlyBirdCapital, Inc. (incorporated by reference to Exhibit 10.2 to our Registration Statement on Form S-1, filed with the SEC on March 11, 2024). |
| 10.11 | Form of Indemnity Agreement (incorporated by reference to Exhibit 10.8 to our Registration Statement on Form S-1, filed with the SEC on March 11, 2024). |
| 10.12 | Company Holders’ Support and Lock-Up Agreement and Deed, dated as of October 2, 2025, by and among, RF Acquisition Corp II, NYB Holdings Limited, Nanyang Biologics Pte. Ltd., and the other parties named therein (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed with the SEC on October 2, 2025). |
| 10.13 | Founder Support and Lock-Up Agreement and Deed, dated as of October 2, 2025, by and among RF Acquisition Corp II, Nanyang Biologics Pte. Ltd., NYB Holdings Limited and RFAC II LLC (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K, filed with the SEC on October 2, 2025). |
| Exhibit | Description |
| 14.1 | Code of Ethics (incorporated by reference to Exhibit 14.1 to our Registration Statement on Form S-1, filed with the SEC on March 11, 2024). |
| 31.1* | Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2* | Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1** | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2** | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 97.1 | Clawback Policy (incorporated by reference to Exhibit 97.1 to our Annual Report on Form 10-K filed with the SEC March 25, 2025). |
| 101.INS | Inline XBRL Instance Document. |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. |
| 101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase Document. |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
| * | Filed herewith. |
| ** | Furnished herewith. |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.