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): May 22, 2024 (
(Exact name of registrant as specified in its charter)
| N/A | ||||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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)) | |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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.
On May 21, 2024, RF Acquisition Corp II (the “Company”) consummated its initial public offering (“IPO”) of 10,000,000 units (the “Units”). Each Unit consists of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one right (the “Rights”) with each Right entitling the holder thereof to receive one-twentieth of one Ordinary Share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $100,000,000. The Company also granted the underwriters a 45-day option to purchase up to an additional 1,500,000 units to cover over-allotments, if any.
In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s Registration Statement on Form S-1 (File No. 333-277810) for the IPO, initially filed with the U.S. Securities and Exchange Commission (the “Commission”) on March 11, 2024, as amended (the “Registration Statement”):
| ● | An Underwriting Agreement, dated May 16, 2024, by and between the Company and EarlyBirdCapital, Inc., as representative of the underwriters, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference. | |
| ● | A Rights Agreement, dated May 16, 2024, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference. | |
| ● | A Letter Agreement, dated May 16, 2024 (the “Letter Agreement”), by and among the Company, its executive officers, its directors and Alfa 24 Limited (the “Sponsor”), a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference. | |
| ● | An Investment Management Trust Agreement, dated May 16, 2024, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference. | |
| ● | A Registration Rights Agreement, dated May 16, 2024, by and among the Company, the Sponsor and EarlyBirdCapital, Inc., a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference. | |
| ● | A Private Placement Unit Purchase Agreement, dated May 16, 2024, by and between the Company and the Sponsor (the “Sponsor Private Placement Unit Purchase Agreement”), a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference. | |
| ● | A Private Placement Unit Purchase Agreement, dated May 16, 2024, by and between the Company and EarlyBirdCapital, Inc. (together with the Sponsor Private Placement Unit Purchase Agreement, the “Private Placement Unit Purchase Agreements”), a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference. | |
| ● | A Securities Escrow Agreement, dated May 16, 2024, by and among the Company, Continental Stock Transfer & Trust Company and the initial shareholders party thereto, a copy of which is attached as Exhibit 10.6 hereto and incorporated herein by reference. | |
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A Business Combination Marketing Agreement, dated May 16, 2024, by and between the Company and EarlyBirdCapital, Inc., a copy of which is attached as Exhibit 10.7 hereto and incorporated herein by reference. |
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| ● | An Administrative Services Agreement, dated May 16, 2024, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.8 hereto and incorporated herein by reference. |
On May 16, 2024, in connection with the IPO, each director of the Company entered into the Letter Agreement as well as an indemnity agreement with the Company in the form previously filed as Exhibit 10.8 to the Registration Statement.
Other than the foregoing, none of the Directors are party to any arrangement or understanding with any person pursuant to which they were appointed as directors, nor are they party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.
The foregoing descriptions of the Letter Agreement and the form of indemnity agreement do not purport to be complete and are qualified in their entireties by reference to the Letter Agreement and form of indemnity agreement, copies of which are attached hereto as Exhibit 10.1 and Exhibit 10.9, respectively, and are incorporated herein by reference.
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Item 3.02. Unregistered Sales of Equity Securities.
Simultaneously with the closing of the IPO, pursuant to the Private Placement Unit Purchase Agreements, the Company completed the private sale of 355,000 units (the “Sponsor Private Placement Units”) to the Sponsor at a purchase price of $10.00 per Sponsor Private Placement Unit, and 45,000 units (the “EBC Private Placement Units”, together with the Sponsor Private Placement Units, the “Private Placement Units”) to EarlyBirdCapital, Inc. at a purchase price of $10.00 per EBC Private Placement Unit, generating gross proceeds to the Company of $4,000,000. The Private Placement Units are identical to the Units sold in the IPO. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
On April 15, 2024, in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association (the “Amended Charter”), effective the same day. The terms of the Amended Charter are set forth in the Registration Statement and are incorporated herein by reference. A copy of the Amended Charter is attached as Exhibit 3.1 hereto and incorporated herein by reference.
Item 8.01. Other Events.
A total of $100,500,000 of the proceeds from the IPO and the sale of the Private Placement Units were placed in a U.S.-based trust account with Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its taxes and $100,000 of interest to pay dissolution expenses, the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of the Company’s initial business combination, (ii) the redemption of any of the Ordinary Shares included in the Units sold in the IPO (the “public shares”) properly submitted in connection with a shareholder vote to amend the Company’s Amended Charter (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if it does not complete its initial business combination within 18 months from the closing of the IPO or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity or (iii) the redemption of the Company’s public shares if it is unable to complete its initial business combination within 18 months from the closing of the IPO, subject to applicable law.
On May 16, 2024, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
On May 21, 2024, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT INDEX
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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: May 22, 2024 | ||
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