RF Acquisition Corp II filed SEC Form 8-K: Entry into a Material Definitive Agreement, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| N/A | ||||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code +
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Item 1.01. | Entry into a Material Definitive Agreement |
As approved by the shareholders of RF Acquisition Corp II (the “Company” or “RFAC”), by ordinary resolution, at an extraordinary general meeting of shareholders held on November 10, 2025 (the “Meeting”), on November 10, 2025, the Company entered into an amendment (the “Trust Agreement Amendment”) to the Investment Management Trust Agreement, dated as of May 16, 2024 (the “Trust Agreement”), with Continental Stock Transfer & Trust Company. Pursuant to the Trust Agreement Amendment, the Company may extend the date by which it has to complete a business combination, as well as the termination date of the Trust Agreement, from November 15, 2025 (the “Termination Date”) up to nine (9) times, with each extension comprised of one month, from the Termination Date, or extended date, as applicable, to August 15, 2026 by providing five days’ advance notice to the trustee prior to the applicable Termination Date, or extended date, and arranging for deposit into the trust account (the “Trust Account”) $0.03 for each publicly held ordinary share not redeemed in connection with the Articles Amendment Proposal (as defined below), up to a maximum of $60,000, for each monthly extension until August 15, 2026 (assuming a business combination has not occurred).
The foregoing description of the Trust Agreement Amendment is a summary only and is qualified in its entirety by reference to the full text of the Trust Agreement Amendment which is attached hereto as Exhibit 10.1 and incorporated by reference herein.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
As approved by the Company’s shareholders at the Meeting, by special resolution, the Company amended its Amended and Restated Memorandum and Articles of Association (the “Existing Charter”) on November 10, 2025, by adopting the Amendment to the Existing Charter in the form set forth in Annex A to the definitive proxy statement, as supplemented, filed with the U.S. Securities and Exchange Commission on October 14, 2025 (as supplemented, the “Articles Amendment”), reflecting the extension of the date by which the Company must consummate a business combination from the Termination Date by up to nine (9) extensions comprised of one month each (each an “Extension”) up to August 15, 2026 (i.e., for a period of time ending up to 27 months after the consummation of its initial public offering for a total of nine (9) months after the Termination Date (assuming a business combination has not occurred).
The foregoing description of the Articles Amendment is a summary only and is qualified in its entirety by reference to the full text of the Articles Amendment, which is attached hereto as Exhibit 3.1 and incorporated by reference herein.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the Meeting, the Company’s shareholders approved the following proposals: (1) a proposal to approve by special resolution the Articles Amendment (the “Articles Amendment Proposal”), (2) a proposal to approve by ordinary resolution the Trust Agreement Amendment (the “Trust Agreement Amendment Proposal”), and (3) a proposal to adjourn the Meeting to a later date if, based upon the tabulated vote at the time of the Meeting, there are not sufficient votes to approve the Articles Amendment Proposal and the Trust Agreement Amendment Proposal (the “Adjournment Proposal”).
The Articles Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal presented at the Meeting were approved by the Company’s shareholders. The final voting results for each Proposal are set forth below.
1
Proposal No. 1 – Articles Amendment Proposal
The Articles Amendment Proposal was approved by special resolution of the Company’s shareholders, and received the following votes:
| FOR | AGAINST | ABSTAIN | ||
| 9,600,561 | 3,280,531 | 0 |
Proposal No. 2 – Trust Agreement Amendment Proposal
The Trust Agreement Amendment Proposal was approved by ordinary resolution of the Company’s shareholders, and received the following votes:
| FOR | AGAINST | ABSTAIN | ||
| 9,600,561 | 3,280,531 | 0 |
Proposal No. 3 – Adjournment Proposal
The Adjournment Proposal was approved by ordinary resolution of the Company’s shareholders, and received the following votes:
| FOR | AGAINST | ABSTAIN | ||
| 9,600,561 | 3,280,531 | 0 |
Although Proposal 3 was approved, adjournment of the Meeting was not necessary or appropriate because the Company’s shareholders approved the Articles Amendment Proposal and the Trust Agreement Amendment Proposal.
| Item 8.01. | Other Events. |
In connection with the shareholders’ vote at the Meeting, holders of 6,668,735 ordinary shares of the Company exercised their right to redeem such shares (the “Redemption”) for a pro rata portion of the funds held in the Trust Account. As a result, approximately $71,580,705 (approximately $10.73 per share) will be removed from the Trust Account to pay such holders and approximately $51,857,714 will remain in the Trust Account. Following the aforementioned Redemption, the Company will have an aggregate 8,343,765 ordinary shares outstanding, of which 4,831,265 are public shares.
2
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 3.1 | Amendment to the Amended and Restated Memorandum and Articles of Association, dated November 10, 2025. | |
| 10.1 | Amendment to the Investment Management Trust Agreement, dated November 10, 2025, by and between RF Acquisition Corp II and Continental Stock Transfer & Trust Company. | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) | |
3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| RF ACQUISITION CORP II | |||
| By: | /s/ Tse Meng Ng | ||
| Name: | Tse Meng Ng | ||
| Title: | Chief Executive Officer | ||
Dated: November 14, 2025
4