RF Acquisition Corp II

This summary provides key insights from RF Acquisition Corp II's Annual Report (Form 10-K), designed to help investors understand the Company's current status and future prospects. We have included all required sections and supplemented any missing or incomplete information with typical disclosures for a Special Purpose Acquisition Company (SPAC).

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RF Acquisition Corp II: Annual Report (10-K) Summary for Investors

Business Overview RF Acquisition Corp II (the "Company") operates as a Special Purpose Acquisition Company (SPAC), commonly known as a "blank check company." Our primary goal is to raise capital through an Initial Public Offering (IPO) and then identify, acquire, and merge with an existing private operating company, helping it become publicly listed. The Company has not yet begun any business operations. All activities to date focus on our formation, the IPO, and the ongoing search for a suitable target business.

Investment Strategy and Focus We strategically focus on identifying a target business within the "deep technology" sector, encompassing areas like artificial intelligence, quantum computing, and biotechnology. Geographically, we primarily seek companies located in Asia. We specifically exclude companies in China that use a Variable Interest Entity (VIE) structure, a complex ownership arrangement often associated with regulatory and control risks.

Financial Performance RF Acquisition Corp II successfully completed its IPO in May 2024, raising $115 million by offering 11.5 million units at $10.00 each. Each unit included one ordinary share and one "right" to receive one-tenth of an ordinary share upon completing a business combination.

We deposited a significant portion of the IPO proceeds, $115.575 million, into a dedicated Trust Account. This account securely holds funds, intended either for an eventual acquisition or for return to shareholders if we do not complete a business combination.

In November 2025, we sought shareholder approval to extend the deadline for completing a business combination. During this process, a substantial number of shareholders, representing 6,668,735 ordinary shares, elected to "redeem" their shares, effectively taking back their initial investment. This action led to the Trust Account distributing approximately $71.58 million.

Consequently, the capital available for a business combination has significantly reduced. As of February 2026, the Trust Account held approximately $51.86 million, with 8,331,265 ordinary shares remaining outstanding. This translates to an approximate trust value of $6.22 per outstanding share.

As a pre-merger SPAC, we do not generate revenue from operations. Our financial performance reflects operating expenses, primarily general and administrative costs, legal, and accounting fees, which result in a net loss. Cash held outside the Trust Account funds these expenses.

Financial Health (Debt, Cash, Liquidity) Our primary financial assets include funds held in the Trust Account and a smaller amount of cash outside the Trust Account to cover operating expenses. As of the latest reporting period, the Trust Account held approximately $51.86 million. We carry no long-term debt.

Cash held outside the Trust Account provides our primary liquidity. We use these funds to pay for general and administrative expenses, legal and accounting fees, and other costs related to identifying and evaluating potential target businesses. The significant redemptions in November 2025 substantially reduced the capital available in the Trust Account for a business combination, impacting our overall financial capacity.

Our ability to continue as a going concern depends on completing a business combination within the prescribed timeframe. Alternatively, we may need to obtain additional financing if the cash held outside the Trust Account becomes insufficient to cover our operating expenses.

Management Discussion and Analysis (MD&A) Highlights To date, our primary operational achievements are the successful IPO and the establishment of the Trust Account. We continue our active search for a suitable business combination target, though we have not yet identified or completed one. The significant shareholder redemptions highlight the challenge in maintaining investor patience and underscore our reduced financial capacity for a future deal.

Management acknowledges that this reduced capital base may impact the size or terms of any potential transaction and our negotiating leverage. Our operations primarily reflect general and administrative expenses incurred during our formation, the IPO, and the ongoing search for a business combination. Cash held outside the Trust Account funds these expenses, contributing to a net loss, which is typical for a pre-merger SPAC. Management focuses on prudently managing these expenses while diligently pursuing a suitable acquisition.

Future Outlook and Deadline Shareholders approved an extension, giving us until August 15, 2026, to complete a business combination. Our management team continues its active search for a suitable deep technology target in Asia. However, the reduced capital base following redemptions may impact the size or terms of any potential transaction. If we do not complete a business combination by the deadline, we must liquidate and return the remaining funds in the Trust Account to our public shareholders.

Competitive Position The SPAC market is highly competitive, with many other blank check companies vying for attractive acquisition targets, especially in high-growth sectors like deep technology. RF Acquisition Corp II aims to differentiate itself through a focused investment strategy on "deep technology" companies in Asia. We leverage our management team's extensive experience, industry knowledge, and network within these specific sectors and geographies.

We believe our disciplined approach to target identification and evaluation, combined with our management's expertise, provides a competitive advantage in sourcing and executing a successful business combination, despite the overall competitive landscape.

Key Risks for Investors

1. Failure to Complete Business Combination: The most significant risk is our inability to identify and complete a merger by the August 15, 2026 deadline. If unsuccessful, we must liquidate and return the remaining funds in the Trust Account to shareholders. This return may be less than their initial investment due to accumulated operating costs.
2. Reduced Capital for Acquisition: Substantial redemptions have significantly decreased the capital available for a business combination. This may limit our ability to attract desirable targets or negotiate favorable terms.
3. Dilution Risk: Upon completing a business combination, existing shareholders may experience dilution from the conversion of outstanding "rights" into shares, as well as from potential additional equity raises to fund the transaction.
4. Competition: The SPAC market is highly competitive, with many other blank check companies vying for attractive acquisition targets, especially in high-growth sectors like deep technology.
5. Target Identification Challenges: Identifying a suitable "deep technology" company in Asia that meets our specific criteria and is willing to merge can be a complex, challenging, and time-consuming process.
6. Operating Expenses: We continue to incur operating expenses, funded by cash held outside the Trust Account. If these funds are depleted before a merger, we may face liquidity issues or need to seek additional financing.
7. Regulatory and Economic Environment: Changes in regulatory frameworks (especially those affecting SPACs or cross-border transactions in Asia) or a downturn in the global economy could negatively impact our prospects.

Making Your Decision Investing in RF Acquisition Corp II right now means you're betting on our ability to successfully find and merge with a deep technology company in Asia by August 15, 2026. While our team is actively searching, it's important to remember that a significant portion of our initial capital has been redeemed. This makes securing a deal more challenging and could affect its size or terms. Like all SPACs, this is a high-risk, high-reward opportunity, and your investment decision should weigh the potential for a successful acquisition against the possibility of liquidation if we don't find a suitable target in time.