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Current Report · Items 5.07, 8.01, 9.01 · 8-K

RF Acquisition Corp II

RFAINASDAQEQUITYCurrent

Submission of Matters to a Vote of Security Holders · Other Events

Item Submission 5.07. of Matters to a Vote of Security Holders. On August 19, 2026, RF Acquisition Corp II, a Cayman Islands exempted company with limited liability (“ RFAC ”), held an extraordinary general meeting of shareholders (the “ Extraordinary General Meeting ”) in connection with the proposed business combination (the “ Business Combination ”) described in (i) the business combination agr…

Filed Aug 20, 2026Accepted Aug 20, 2026, 4:49 PM EDTCIK 2012807Accession 0001829126-26-009168
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Company context

RFAI is a blank check company incorporated as a Cayman Islands corporation whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. While RFAI may pursue an initial business combination target in any business, industry, or geographic location, it intends to focus its search on businesses in Asia within the deep technology sector, including artificial intelligence, quantum computing, and biotechnology. RFAI was incorporated in 2024 and is based in Singapore.

Current securities

Recent company filings

  1. 425 filingAug 20, 2026
  2. 425 filingAug 14, 2026
  3. Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · Submission of Matters to a Vote of Security Holders · Other EventsAug 14, 2026
  4. 10-Q filingAug 7, 2026
  5. DEF 14A filingJul 31, 2026

Disclosure sections

Items 5.07, 8.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 5.07Item 5.07 - Submission of Matters to Vote
Item Submission 5.07. of Matters to a Vote of Security Holders. On August 19, 2026, RF Acquisition Corp II, a Cayman Islands exempted company with limited liability (“ RFAC ”), held an extraordinary general meeting of shareholders (the “ Extraordinary General Meeting ”) in connection with the proposed business combination (the “ Business Combination ”) described in (i) the business combination agreement, dated as of October 2, 2025 (as may be amended, supplemented or otherwise modified from time to time, the “ Business Combination Agreement ”), by and among RFAC, NYB Holdings Limited, a Cayman Islands exempted company with limited liability (“ PubCo ”), NYB Pte. Ltd., a Singapore private company limited by shares and a direct wholly-owned subsidiary of PubCo (“ Amalgamation Sub ”), and Nanyang Biologics Pte. Ltd. (the “ Target Company ”), and (ii) RFAC’s definitive proxy statement/prospectus filed with the Securities and Exchange Commission on July 27, 2026 (the “ Definitive Proxy Statement/Prospectus ”) and mailed to RFAC shareholders on or about July 28, 2026. Each proposal (individually a “ Proposal ” and, collectively, the “ Proposals ”) voted upon at the Extraordinary General Meeting and the voting results are set forth below. Each Proposal voted on at the Extraordinary General Meeting is described in detail in the Definitive Proxy Statement/Prospectus. As of the close of business on May 20, 2026, the record date for the Extraordinary General Meeting, there were 8,343,765 RFAC Ordinary Shares issued and outstanding and entitled to vote at the Extraordinary General Meeting. A total of 7,206,188 shares, representing approximately 86.36% of the shares entitled to vote, was present in person or by proxy at the Extraordinary General Meeting, constituting a quorum. Capitalized terms used herein that are not otherwise defined have the meaning set forth in the Definitive Proxy Statement/Prospectus. Proposal No. 1 - Business Combination Proposal To consider and vote upon a proposal (a) to approve and adopt the Business Combination Agreement and (b) to adopt and approve the Transactions and Business Combination contemplated thereby, including, among other things, (i) the merger of RFAC with and into PubCo, with PubCo being the surviving company, and (ii) the amalgamation of Amalgamation Sub and the Target Company, with the Target Company being the surviving entity and becoming a wholly-owned subsidiary of PubCo. The Business Combination Proposal received the following votes: For Against Abstain ─────────────────────────────────────── 6,765,584 440,604 0 Proposal No. 2 - The Merger Proposal To consider and vote upon a proposal to approve, by special resolution, the merger by and between RFAC and PubCo, whereby RFAC will merge with and into PubCo with PubCo being the surviving company. The Merger Proposal received the following votes: For Against Abstain ─────────────────────────────────────── 6,765,584 440,604 0 Proposal No. 3 - The Advisory Governance Proposals To consider and vote upon three separate proposals to approve, on a non-binding advisory basis, certain governance provisions in the amended and restated memorandum and articles of association of PubCo upon completion of the Business Combination, specifically the following subproposals: 3A. To consider and vote upon the governance provision in the PubCo Charter providing that the authorized share capital of PubCo will be US$60,000 divided into 500,000,000 ordinary shares with a par value of US$0.0001 per share and 100,000,000 preference shares with a par value of US$0.0001 per share; the votes were as follows: For Against Abstain ─────────────────────────────────────── 6,765,584 440,604 0 3B. To consider and vote upon the governance provision in the PubCo Charter removing any blank check company provisions; the votes were as follows: For Against Abstain ─────────────────────────────────────── 6,765,584 440,604 0 3C. To consider and vote upon the governance provision in the PubCo Charter permitting any director to be removed by an ordinary resolution passed by the shareholders of PubCo or by a resolution passed by not less than three-fifths of the directors at a meeting of the directors duly convened and held in accordance with the PubCo Charter or by a resolution in writing signed by not less than three-fifths of the directors, and may otherwise cease to hold office in any other manner provided for in the PubCo Charter; the votes were as follows: ───────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── For Against Abstain ─────────────────────────────────────── 6,765,584 440,604 0 Proposal No. 4 - The Nasdaq Proposal To consider and vote upon a proposal to approve, for purposes of complying with Nasdaq Listing Rules 5635(a) and (b), the issuance of PubCo Ordinary Shares in connection with the Business Combination. The Nasdaq Proposal received the following votes: For Against Abstain ─────────────────────────────────────── 6,765,584 440,604 0 Proposal No. 5 - The Incentive Plan Proposal To consider and vote upon a proposal to approve and adopt the NYB Holdings Limited Equity Incentive Plan and the material terms thereunder. The Incentive Plan Proposal received the following votes: For Against Abstain ─────────────────────────────────────── 6,765,584 440,604 0 Proposal No. 6 - The Adjournment Proposal To consider and approve, if presented, a proposal to adjourn the Extraordinary General Meeting to a later date or dates in the event that there are insufficient votes for, or otherwise in connection with, approval of one or more Proposals. The Adjournment Proposal received the following votes: For Against Abstain ─────────────────────────────────────── 6,765,584 440,604 0
Item 8.01Item 8.01 - Other Events
Item Other 8.01. Events. In connection with the Extraordinary General Meeting, holders submitted preliminary requests to redeem 3,956,323 RFAC Ordinary Shares for cash from the Trust Account. These preliminary requests remain subject to withdrawal or reversal with RFAC’s consent prior to the Closing of the Business Combination. The Closing of the Business Combination remains subject to the satisfaction or waiver of applicable Closing conditions and may not occur. Accordingly, the final number of RFAC Ordinary Shares to be redeemed, the aggregate redemption payment, the per-share redemption price, the proceeds remaining in the Trust Account, RFAC’s post-closing cash and the post-closing public float cannot be determined until Closing. RFAC intends to disclose the final redemption results promptly after Closing.