What changed in this filing

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Item 9A. Controls and Procedures

2026-02-11 compared with 2025-03-25 · 447 added, 234 removed, 648 unchanged (51% of the section changed)

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We have improved this process by enhancing access to accounting literature, identification of third-party professionals with whom to consult regarding complex accounting applications and consideration of additional staff with the requisite experience and training to supplement existing accounting professionals.

Management’s Report on Internal Controls Over Financial Reporting

This Annual Report on Form 10-K does not include a report of Management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Report on Internal Controls Over Financial Reporting

required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing

and maintaining adequate internal control over financial reporting.

Our internal control over financial reporting is designed to provide

reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting

purposes in accordance with GAAP.

Our internal control over financial reporting includes those policies and procedures that:

to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the

assets of our company,

reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with

GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors,

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that

could have a material effect on the financial statements.

of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate

because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.

Management assessed

the effectiveness of our internal control over financial reporting at December 31, 2025.

In making these assessments, management used

the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated

Framework (2013).

Based on our assessments and those criteria, management determined that we did not maintain effective internal control

over financial reporting as of December 31, 2025 due to the material weakness in our internal controls as a result of inadequate segregation of duties within account processes due to limited personnel

and insufficient written policies and procedures for accounting, IT, and financial reporting and record keeping.

has implemented remediation steps to improve our internal control over financial reporting.

Specifically, we expanded and improved our

review process for complex securities and related accounting standards.

We plan to further improve this process by enhancing access to

accounting literature, identification of third-party professionals with whom to consult regarding complex accounting applications and

consideration of additional staff with the requisite experience and training to supplement existing accounting professionals.

Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm due to our status

as an emerging growth company under the JOBS Act.

in Internal Control over Financial Reporting

was no change in our internal control over financial reporting that occurred during the year ended December 31, 2025 covered by this

Annual Report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Other Information.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Disclosure Regarding Foreign Jurisdictions that Prevent

Not applicable.

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Independent Director

Tse Meng Ng, our chairman, director, and Chief Executive Officer since February 2024, is a highly regarded and successful financier and businessman.

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Wen brings to the board of directors his background in operating companies across different industries, as well as deal-sourcing capabilities.

Tuan Lee Low, one of our independent

directors, has served on our board of directors since May 2025.

Low is a member of the audit committee, compensation committee,

and chairman of the nominations committee for Binastra Corporation Berhad, a Malaysian publicly listed construction company since November 2021.

Low has also been a managing partner and corporate consultant of Treo Capital Sdn Bhd, a strategic, financial, management advisory

and investment holding firm since June 2023.

Low previously served as a strategy and operation officer of Blissworld Industries

Sdn Bhd, a real estate company, from January 2017 to October 2019.

Tuan Lee Low also served as a director of commercial clients

of Standard Chartered Bank (China) Co Ltd.

since January 2008.

Low is a distinguished professional with an over 20-year

cross-border multifaceted career spanning mergers and acquisitions, business consultancy, business strategic planning, banking finance

and treasury.

Low received his Bachelor of Commerce from the University of Melbourne, and a diploma of business studies from

the HELP Institute Malaysia.

Number and Terms of Office of Officers and Directors

We have four directors as of the date of this Form 10-K.

Our board of directors is divided into three classes with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual meeting of shareholders) serving a three-year term.

The term of office of the first class of directors, consisting of Vincent Yang Hui, will expire at our first annual meeting of shareholders.

The term of office of the second class of directors, consisting of Ryan Lee Wen will expire at the second annual meeting of shareholders.

The term of office of the third class of directors, consisting of Tse Meng Ng and Chee Soon Tham, will expire at the third annual meeting of shareholders.

We may not hold an annual meeting of shareholders until after we consummate our Business Combination.

We have five directors as

of the date of this Form 10-K.

Our board of directors is divided into three classes with only one class of directors being elected in

each year and each class (except for those directors appointed prior to our first annual meeting of shareholders) serving a three-year

The term of office of the first class of directors, consisting of Vincent Yang Hui and Tuan Lee Low, will expire at our first annual

meeting of shareholders.

The term of office of the second class of directors, consisting of Ryan Lee Wen will expire at the second annual

meeting of shareholders.

The term of office of the third class of directors, consisting of Tse Meng Ng and Chee Soon Tham, will expire

at the third annual meeting of shareholders.

We may not hold an annual meeting of shareholders until after we consummate our Business

Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office.

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Director Independence

NASDAQ listing standards require that a majority of our board of directors be independent, subject to certain phase-in provisions.

An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director.

Our board of directors has determined that Ryan Lee Wen and Vincent Yang Hui are “independent directors” as defined in the NASDAQ listing standards and applicable SEC rules.

Our independent directors will have regularly scheduled meetings at which only independent directors are present.

As permitted by NASDAQ, we intend to phase in compliance with the NASDAQ director independence requirements within the schedule outlined in the NASDAQ rules, which require that a majority of the members of our board of directors be independent within one year of listing.

The NASDAQ rules also require at least one member of each board committee to be independent at the time of listing, a majority of board committee members to be independent within 90 days of listing, and all board committee members to be independent within one year of listing.

NASDAQ listing standards require

that a majority of our board of directors be independent, subject to certain phase-in provisions.

An “independent director”

is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a

relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent

judgment in carrying out the responsibilities of a director.

Our board of directors has determined that Ryan Lee Wen, Vincent Yang Hui,

and Tuan Lee Low are “independent directors” as defined in the NASDAQ listing standards and applicable SEC rules.

Our independent

directors will have regularly scheduled meetings at which only independent directors are present.

As permitted by NASDAQ, we intend to

phase in compliance with the NASDAQ director independence requirements within the schedule outlined in the NASDAQ rules, which require

that a majority of the members of our board of directors be independent within one year of listing.

The NASDAQ rules also require at least

one member of each board committee to be independent at the time of listing, a majority of board committee members to be independent within

90 days of listing, and all board committee members to be independent within one year of listing.

Committees of the Board of Directors

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Audit Committee

We established an audit committee of the board of directors.

Vincent Yang Hui, Ryan Lee Wen, and Tse Meng Ng serve as members of our audit committee, with Ryan Lee Wen serving as the Chairman of the audit committee.

Under the NASDAQ listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent.

However, a minority of the members of the audit committee may be exempt from the heightened audit committee independence standards for one year from the date of effectiveness of the Registration Statement.

Hui meet the independent director standard under NASDAQ listing standards and under Rule 10-A-3(b)(1) of the Exchange Act.

As allowed under the applicable rules and regulations of the SEC and NASDAQ, we intend to phase in compliance with the audit committee composition requirements prior to the end of the one-year transition period.

We established an audit committee

of the board of directors.

Vincent Yang Hui, Ryan Lee Wen, and Tuan Lee Low serve as members of our audit committee, with Tuan Lee Low

serving as the Chairman of the audit committee.

Under the NASDAQ listing standards and applicable SEC rules, we are required to have at

least three members of the audit committee, all of whom must be independent.

However, a minority of the members of the audit committee

may be exempt from the heightened audit committee independence standards for one year from the date of effectiveness of the Registration

Low meet the independent director standard under NASDAQ listing standards and under Rule 10-A-3(b)(1)

of the Exchange Act.

As allowed under the applicable rules and regulations of the SEC and NASDAQ, we intend to phase in compliance with

the audit committee composition requirements prior to the end of the one-year transition period.

Each member of the audit committee is financially literate, and our board of directors has determined that Mr.

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AQR Capital Management, LLC (7)

Wealthspring Capital LLC (8)

Karpus Investment Management (8)

Wolverine Asset Management LLC (9)

Berkley Corporation (10)

Unless otherwise noted, the business address of each of the following entities or individuals is c/o RF Acquisition Corp II, 111 Somerset, #05-07, Singapore 238164.

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The business address for each beneficial owner is One Greenwich Plaza, Greenwich, CT 06830.

According to a Schedule 13G filed with the SEC on November 14, 2024, Wealthspring Capital LLC (“Wealthspring”) and Matthew Simpson, as of September 30, 2024, owned 954,238 shares of the outstanding Ordinary Shares of the Issuer.

The principal business address for Wealthspring and for Mr.

Simpson is 2 Westchester Park Drive, Suite 108, West Harrison, NY 10604.

According to a Schedule 13G filed with the SEC on November 13, 2024, Karpus Investment Management, as of September 30, 2024, owned 2,510,291 shares of the outstanding Ordinary Shares of the Issuer.

The principal business address for Karpus Investment Management is 183 Sully’s Trail, Pittsford, New York 14534.

According to a Schedule 13G filed with the

SEC on July 11, 2025, Wolverine Asset Management, LLC, as of June 30, 2025, owned 151,461 shares of the outstanding Ordinary Shares

of the Issuer, Wolverine Trading Partners, Inc., as of June 30, 2025, owned 151,461 shares of the outstanding Ordinary Shares of the

Issuer, Wolverine Holdings, L.P., as of June 30, 2025, owned 151,461 shares of the outstanding Ordinary Shares of the Issuer,

Christopher L.

Gust, as of June 30, 2025, owned 151,461 shares of the outstanding Ordinary Shares of the Issuer, and Robert R.

Bellick, as of June 30, 2025, owned 151,461 shares of the outstanding Ordinary Shares of the Issuer.

The principal business address

for each beneficial owner is 175 West Jackson Boulevard, Suite 340, Chicago, IL 60604.

According to a Schedule 13G filed with the SEC on August 8, 2025, W.R.

Berkley Corporation, as of June 30, 2025, owned 937,845 shares of the outstanding Ordinary Shares of the Issuer, and Berkley Insurance Company, as of June 30, 2025, owned 937,845 shares of the outstanding Ordinary Shares of the Issuer.

The principal business address for each beneficial owner is 475 Steamboat Road, Greenwich, CT 06830.

Restrictions on Transfers of Founder Shares and Private Shares

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Principal Accountant Fees and Services.

The firm of MaloneBailey,

LLP (“Malone”), acts as our independent registered public accounting firm.

The following is a summary of fees paid to Malone

for services rendered.

the period from February 5, 2024 (inception) through December 31, 2024, fees for our independent registered public accounting

firm were approximately $150,000 for the services Malone performed in connection with our Initial Public Offering and the audit of our

December 31, 2024 financial statements included in this Annual Report on Form 10-K.

The firm of MaloneBailey, LLP (“Malone”),

acts as our independent registered public accounting firm.

The following is a summary of fees paid to Malone for services rendered.

During the year ended December

31, 2025 and for the period from February 5, 2024 (inception) through December 31, 2024, fees for our independent registered

public accounting firm were approximately $103,000 and $150,000, respectively, for the services Malone performed in connection with the

audit of our December 31, 2025 and 2024 financial statements included in this Annual Report on Form 10-K.

Audit-Related Fees.

During the period from February 5, 2024 (inception) through December 31, 2024, our independent registered public accounting firm did not render assurance and related services related to the performance of the audit or review of financial statements.

During the period from February 5, 2024 (inception) through December 31, 2024, our independent registered public accounting firm did not render services to us for tax compliance, tax advice and tax planning.

During the year ended

December 31, 2025 and for the period from February 5, 2024 (inception) through December 31, 2024, our independent registered

public accounting firm did not render assurance and related services related to the performance of the audit or review of financial statements.

During the year ended December

31, 2025 and for the period from February 5, 2024 (inception) through December 31, 2024, our independent registered public accounting

firm did not render services to us for tax compliance, tax advice and tax planning.

All Other Fees .

During the period from February 5, 2024 (inception) through December 31, 2024, there were no fees billed for products and services provided by our independent registered public accounting firm other than those set forth above.

During the year ended December

31, 2025 and for the period from February 5, 2024 (inception) through December 31, 2024, there were no fees billed for products

and services provided by our independent registered public accounting firm other than those set forth above.

Pre-Approval Policy

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Financial Statements:

of Independent Registered Public Accounting Firm (PCAOB ID:

Balance Sheet

Statement of Operations

Statement of Changes in Shareholders’ Deficit

Statement of Cash Flows

of Independent Registered Public Accounting Firm

Balance Sheets

Statements of Operations

Statements of Changes in Shareholders’ Deficit

Statements of Cash Flows

Notes to Financial Statements

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EXHIBIT INDEX

Incorporated by Reference

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).

Business Combination Agreement, dated as of October 2, 2025, by and among RF Acquisition Corp II, NYB Holdings Limited, NYB PTE.

and Nanyang Biologics Pte.

(incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K, filed with the SEC on October 2, 2025).

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).

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).

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).

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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).

Description of Registrant’s Securities

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).

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).

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).

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).

Registration Rights Agreement, dated May 16, 2024, by and among the Company, Alfa 24 Limited and EarlyBirdCapital, Inc.

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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).

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).

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).

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).

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Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Clawback Policy

Clawback Policy (incorporated by reference to Exhibit 97.1 to our Annual Report on Form 10-K filed with the SEC March 25, 2025).

Inline XBRL Instance Document.

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Chief Executive Officer

March 25, 2025

February 11, 2026

/s/ Chee Soon Tham

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Chief Financial Officer and Director

March 25, 2025

February 11, 2026

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Tse Meng Ng, his or her attorney-in-fact, with the power of substitution, for him in any and all capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

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Chairman and Chief Executive Officer

March 25, 2025

February 11, 2026

/s/ Chee Soon Tham

Chief Financial Officer and Director

March 25, 2025

February 11, 2026

Chee Soon Tham

/s/ Ryan Lee Wen

March 25, 2025

February 11, 2026

/s/ Vincent Yang Hui

March 25, 2025

February 11, 2026

Vincent Yang Hui

/s/ Tuan Lee Low

February 11, 2026

RF ACQUISITION CORP II

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Financial Statements:

Balance Sheet

Statement of Operations

Statement of Changes in Shareholders’ Deficit

Statement of Cash Flows

Balance Sheets as of December 31, 2025 and 2024

Statements of Operations for the Year Ended December 31, 2025 and for the Period From February 5, 2024 (Inception) Through December 31,

Statements of Changes in Shareholders’ Deficit for the Year Ended December 31, 2025 and for the Period from February 5, 2024 (Inception)

through December 31, 2024

Statements of Cash Flows for the Year Ended December 31, 2025 and for the Period from February 5, 2024 (Inception) through December 31,

Notes to Financial Statements

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We have audited the accompanying balance

sheet of RF Acquisition Corp.

II (the “Company”) as of December 31, 2024 and the related accompanying statements of operations,

shareholders’ deficit, and cash flows for the period from February 5, 2024 (inception) through December 31, 2024, and the related

notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in

all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows

for the period from February 5, 2024 (inception) through December 31, 2024, in conformity with accounting principles generally accepted

in the United States of America.

sheets of RF Acquisition Corp II (the “Company”) as of December 31, 2025 and 2024, and the related statements of operations,

shareholders’ deficit, and cash flows for the year ended December 31, 2025 and for the period from February 5, 2024 (inception)

through December 31, 2024, and the related notes (collectively referred to as the “financial statements”).

In our opinion,

the financial statements present fairly, in all material respects, the financial position of the Company as of December 31.

2025 and 2024,

and the results of its operations and its cash flows for the year ended December 31, 2025 and for the period from February 5, 2024 (inception)

through December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Going Concern Matter

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have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, the

Company expects to incur significant cost in pursuit to consummate a business combination and the Company’s business plan is dependent

on the completion of a business combination within a prescribed period of time and if not completed will cease all operations except for

the purpose of liquidating.

The date for mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s

ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 1.

The financial

statement does not include any adjustments that might result from the outcome of this uncertainty.

As more fully described in Note 1 to the financial statements,

the Company the Company expects to incur significant cost in pursuit to consummate a business combination and the Company’s business

plan is dependent on the completion of a business combination within a prescribed period of time and if not completed will cease all operations

except for the purpose of liquidating which raises substantial doubt about its ability to continue as a going concern.

Management’s plans

in regard to these matters are also described in Note 1.

The financial statements do not include any adjustments that might result from

the outcome of this uncertainty.

Basis for Opinion

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rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance

We conducted our audits in accordance

with the standards of the PCAOB.

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we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit we are required to obtain an understanding

As part of our audits we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal

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Accordingly, we express no such opinion.

Our audit included performing

Our audits included performing

procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures

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financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management,

Our audits also included evaluating the accounting principles used and significant estimates made by management,

as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for

We believe that our audits provide a reasonable basis for

MaloneBailey,

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Houston, Texas

March 25, 2025

February 11, 2026

RF ACQUISITION CORP II

BALANCE SHEET

DECEMBER 31, 2024

BALANCE SHEETS

Current assets

Prepaid expenses

Due from Target

Total Current assets

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TOTAL LIABILITIES

Commitments and contingencies (Note 6)

Ordinary shares subject to possible redemption, 11,500,000 shares at redemption value of $ 10.36 per share

AND CONTINGENCIES (Note 6)

shares subject to possible redemption;

and 11,500,000 shares at redemption value of $ 10.82

and $ 10.36 per share as of December 31, 2025 and 2024, respectively

SHAREHOLDERS’ DEFICIT

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none issued and outstanding

Ordinary shares, $ 0.0001 par value;

Ordinary shares, $ 0.0001

shares authorized;

3,512,500 shares issued and outstanding as of December 31, 2024 (excluding 11,500,000 shares subject to possible redemption)

Additional paid-in capital

issued and outstanding (excluding 4,831,265 and 11,500,000 shares subject to possible redemption) as of December 31, 2025 and 2024, respectively

Accumulated deficit

Total Shareholders’ Deficit

SHAREHOLDERS’ DEFICIT

TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT

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RF ACQUISITION CORP II

STATEMENT OF OPERATIONS

FOR THE PERIOD FROM FEBRUARY 5, 2024 (INCEPTION) THROUGH DECEMBER 31, 2024

STATEMENTS OF OPERATIONS

February 5, 2024

(Inception) Through

Operating and formation costs

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RF ACQUISITION CORP II

STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE PERIOD FROM FEBRUARY 5, 2024 (INCEPTION) THROUGH DECEMBER 31, 2024

STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE YEAR ENDED DECEMBER 31, 2025 AND FOR

THE PERIOD FROM FEBRUARY 5, 2024 (INCEPTION) THROUGH DECEMBER 31, 2024

Ordinary Shares

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Issuance of representative shares to EBC

Accretion for ordinary shares to redemption amount

Remeasurement of ordinary shares to redemption amount

Sale of 437,500 Private Placement Units

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Balance as of December 31, 2024

Remeasurement of ordinary shares to redemption amount

Contributions of extension fees

as of December 31, 2025

The accompanying notes are an integral part of these financial statements.

RF ACQUISITION CORP II

STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM FEBRUARY 5, 2024 (INCEPTION) THROUGH DECEMBER 31, 2024

STATEMENTS OF CASH FLOWS

From February 5,

2024 (Inception)

Cash Flows from Operating Activities:

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Accrued expenses

Net cash used in operating activities

cash used in operating activities

Cash Flows from Investing Activities:

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( 115,575,000

Net cash used in investing activities

Cash withdrawn from Trust Account in connection with redemption

Net cash provided

by (used in) investing activities

( 115,575,000

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Payment of offering costs

Net cash provided by financing activities

Proceeds for extension deposit

Redemption of ordinary shares

Net cash (used

in) provided by financing activities

Net Change in Cash

Cash – Beginning of period

Cash – End of period

– End of period

Non-Cash investing and financing activities:

Accretion of ordinary shares subject to possible redemption value

Remeasurement of ordinary shares subject to possible redemption value

Deferred underwriting fee payable

Offering cost included in advances from related party

Contributions of extension fees

The accompanying notes are an integral part of these financial statements.

RF ACQUISITION CORP II

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024

NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

NOTE 1 — ORGANIZATION AND BUSINESS OPERATIONS

RF Acquisition Corp II (the “Company”) is a Cayman Islands exempted company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (a “Business Combination”).

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The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of December 31, 2024, the Company had not commenced any operations.

All activity for the period from February 5, 2024 (inception) through December 31, 2024 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below.

The Company will not generate any operating revenues until after the completion of an initial Business Combination, at the earliest.

The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

As of December 31, 2025, the Company had not commenced

any operations.

All activity for the period from February 5, 2024 (inception) through December 31, 2025 relates to the Company’s

formation, the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial

Public Offering, identifying a target company for a Business Combination.

The Company will not generate any operating revenues until after

the completion of an initial Business Combination, at the earliest.

The Company will generate non-operating income in the form of interest

income from the proceeds derived from the Initial Public Offering.

The Company has selected December 31 as its fiscal year end.

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As a result, on May 23, 2024, the Company paid the underwriters a cash underwriting discount of $ 0.20 per unit, or an additional of $300,000 for a total of $ 2,300,000 .

As of December 31, 2024, an aggregate of $ 115,575,000 has been deposited in the trust account established in connection with the Initial Public Offering.

Upon the closing of the Initial Public Offering and the exercise of the Underwriters’ over-allotment option, an aggregate of $ 115,575,000 has been deposited in the trust account established in connection with the Initial Public Offering.

On July 1, 2024, the Company announced that the holders of the Company’s Units may elect to separately trade the ordinary shares, par value $ 0.0001 per share (the “Ordinary Shares”), and rights (the “Rights”) included in the Units commencing on July 5, 2024.

Each Unit consists of one Ordinary Share and one Right, each Right entitling the holder thereof to receive one-twentieth (1/20) of one Ordinary Share upon the consummation of the Company’s initial Business Combination.

Any Units not separated will continue to trade on The Nasdaq Global Market LLC (“Nasdaq”) under the symbol “RFAIU.” Any underlying Ordinary Shares and Rights that are separated are expected to trade on Nasdaq under the symbols “RFAI” and “RFAIR,” respectively.

Any Units not separated continue to trade on The Nasdaq Global Market LLC (“Nasdaq”) under the symbol “RFAIU.” Any underlying Ordinary Shares and Rights that were separated are trade on Nasdaq under the symbols “RFAI” and “RFAIR,” respectively.

Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the holders’ Units into Ordinary Shares and Rights.

RF ACQUISITION CORP II

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

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There is no assurance that the Company will be able to successfully effect a Business Combination.

Following the closing of the Initial Public Offering on May 21, 2024 and the overallotment on May 23, 2024, an amount of $ 115,575,000 ($ 10.05 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Units was placed in the trust account (the “Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee, and invested in demand deposit or cash accounts or invested only in U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S.

Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below.

Following the closing of the Initial Public

Offering on May 21, 2024 and the overallotment on May 23, 2024, an amount of $ 115,575,000

per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Units

was placed in the trust account (the “Trust Account”) with Continental Stock Transfer & Trust Company acting as

trustee (the “Trustee”), and invested in demand deposit or cash accounts or invested only in U.S.

government securities,

within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any

open-ended investment company that holds itself out as a money market fund investing solely in U.S.

Treasuries and meeting certain

conditions under Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of (i) the completion

of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as

described below.

The Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer in connection with the Business Combination.

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The Public Shares subject to redemption are recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Accounting Standards Codification (“ASC”) Topic 480 “ Distinguishing Liabilities from Equity .”

If the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business Combination only if the Company receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company, or such other vote as required by law or stock exchange rule.

If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its amended and restated memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (the “SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination.

If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and, subject to applicable securities laws, any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination.

Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.

RF ACQUISITION CORP II

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024

If the Company seeks shareholder approval of the

Business Combination, the Company will proceed with a Business Combination only if the Company receives an ordinary resolution under

Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who

attend and vote at a general meeting of the Company, or such other vote as required by law or stock exchange rule.

If a shareholder

vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company

will, pursuant to its amended and restated memorandum and articles of association (the “Charter”), conduct the redemptions pursuant to the tender

offer rules of the Securities and Exchange Commission (the “SEC”), and file tender offer documents containing

substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business

If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its

Founder Shares (as defined in Note 5) and, subject to applicable securities laws, any Public Shares purchased during or after the

Initial Public Offering in favor of approving a Business Combination.

Additionally, each Public Shareholder may elect to redeem

their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business

Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent.

The Sponsor and EBC have agreed (a) to waive their redemption rights with respect to any Founder Shares, EBC founder shares (defined below), Private Shares and Private Shares held by them in connection with the completion of a Business Combination, (b) to waive their redemption rights with respect to their founder shares, EBC founder shares and private shares in connection with a shareholder vote to approve an amendment to the amended and restated memorandum and articles of association to (1) modify the substance or timing of the obligation to provide for the redemption of the public shares in connection with an initial Business Combination or to redeem 100% of the public shares if the Company does not complete the initial Business Combination within 18 months from the closing of the Initial Public Offering or (2) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, and (c) to waive their rights to liquidating distributions from the Trust Account with respect to any founder shares, EBC founder shares and private shares held by them if the Company fails to complete the initial Business Combination within 18 months from the closing of the Initial Public Offering.

The Sponsor and EBC have agreed (a) to waive their redemption rights with respect to any Founder Shares, EBC founder shares (defined below), Private Shares and Private Shares held by them in connection with the completion of a Business Combination, (b) to waive their redemption rights with respect to their founder shares, EBC founder shares and private shares in connection with a shareholder vote to approve an amendment to the Charter to (1) modify the substance or timing of the obligation to provide for the redemption of the public shares in connection with an initial Business Combination or to redeem 100% of the public shares if the Company does not complete the initial Business Combination within 18 months from the closing of the Initial Public Offering or (2) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, and (c) to waive their rights to liquidating distributions from the Trust Account with respect to any founder shares, EBC founder shares and private shares held by them if the Company fails to complete the initial Business Combination within 18 months from the closing of the Initial Public Offering.

If the Company submits the initial Business Combination to the public shareholders for a vote, the Sponsor and the Company’s officers and directors have agreed (and their permitted transferees will agree) to vote any founder shares, private shares and, subject to applicable securities laws, any public shares purchased by them in or after this Initial Public Offering (including in open market and privately-negotiated transactions) in favor of an initial Business Combination.

The Company has 18 months from the closing of the Initial Public Offering to consummate a Business Combination (the “Combination Period”).

The Company has until November 15, 2025 to consummate a Business Combination (the “Combination Period”).

However, if the Company has not completed a Business Combination within the Combination Period and the Combination Period is not extended by shareholders pursuant to an amendment to the Company’s amended and restated articles of association, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to us to pay our taxes, if any (less $ 100,000 to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

On November 10, 2025, the Company held an extraordinary

general meeting of shareholders.

The shareholders approved the following:

(1) 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”,

the end date of each Extension shall be referred to as “Extended Date”) 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);

and (2) a proposal to amend the Company’s investment management trust agreement,

dated as of May 16, 2024, (the “Trust Agreement”), by and between the Company and the Trustee, to allow the Company to extend

the Termination Date up to nine (9) times for an additional one (1) month each time from the Termination Date or Extended Date, as applicable,

to August 15, 2026 (the “Trust Agreement Amendment”) by providing five days’ advance notice to the Trustee prior to

the applicable Termination Date or Extended Date and arranging to deposit into the Trust Account $0.03 for each Public Share not redeemed

in connection with the Extension Amendment Proposal, up to a maximum of $ 60,000 , per one-month extension two (2) days prior to such Extension

(the “Extension Payment”) until August 15, 2026 and (3) a proposal to adjourn the Extraordinary General Meeting to a later

date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary

General Meeting, there are not sufficient votes to approve the Extension Amendment Proposal and Trust Agreement Amendment Proposal or

to provide additional time to effectuate the Extension Amendment, Trust Agreement Amendment and Extension.

In connection with the shareholders’ vote

at the extraordinary general 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) were removed from the Trust Account to pay such holders, leaving approximately $51.9 million in the Trust Account as

of the date of the Redemption.

Following the aforementioned Redemption, the Company has an aggregate 8,343,765 ordinary shares outstanding ,

of which 4,831,265 are public shares subject to possible redemption.

On November 19, 2025, Nanyang (as defined below)

deposited $ 60,000 into Trust Account, extending the Termination Date to December 15, 2025.

Pursuant to the Business Combination Agreement

(as defined below), Nanyang shall pay the required Extension fee into Trust Account and all such amounts shall be deemed Nanyang’s

transaction cost.

On December 15, 2025, the Company transferred $ 60,000

into Trust Account on behalf of Nanyang, due to a delay payment from Nanyang, extending the Termination Date to January 15, 2026.

a result, the Company recorded a due from Target of $ 60,000

as of December 31, 2025.

The Sponsor agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it would receive if the Company fails to complete a Business Combination within the Combination Period.

However, if the Sponsor or any of its affiliates acquires Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period.

RF ACQUISITION CORP II

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024

In order to protect the amounts held in the Trust Account, the Sponsor agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $ 10.05 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $ 10.05 per Public Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes.

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The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Business Combination Agreement

On October 2, 2025, the Company, entered

into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business

Combination Agreement”), by and among NYB Holdings Limited, a Cayman Islands exempted company with limited liability (“PubCo”),

Ltd., a Singapore private company limited by shares and a direct wholly-owned subsidiary of PubCo (“Amalgamation Sub”)

and Nanyang Biologics Pte.

Ltd., a Singapore private company limited by shares (“Nanyang” or “Target”).

The Business Combination Agreement provides for,

among other things, the following transactions:

(i) the Company will merge with and into PubCo (the “Merger”), with PubCo

being the surviving entity (the “Surviving Company”);

and (ii) following the Merger, Amalgamation Sub and Nanyang will amalgamate

and continue as one company, with Nanyang being the surviving entity and becoming a wholly-owned subsidiary of PubCo (the “Amalgamation”).

The Merger, the Amalgamation and the other transactions contemplated by the Business Combination Agreement are hereinafter referred to

as the “Business Combination.”

Business Combination Consideration

In accordance with the terms and subject to the

conditions of the Business Combination Agreement, (i) each issued and outstanding Nanyang ordinary share will automatically be cancelled

and converted into such number of newly issued PubCo Shares as determined in accordance with the terms of the Business Combination Agreement;

(ii) each issued and outstanding share of Amalgamation Sub will automatically be converted into one Surviving Company’s ordinary

shares and accordingly, PubCo shall be the holder of all Surviving Company’s ordinary shares;

(iii) each issued and outstanding

Company ordinary share will be cancelled and cease to exist in exchange for one PubCo Share;

and (iv) each issued and outstanding rights

of the Company shall cease to be a right with respect to the Company’s ordinary shares and shall be exchanged for one-twentieth

(1/20th) of a PubCo Share.

Any fractional PubCo Shares will be rounded down to the nearest whole share.

Going Concern Consideration

As of December 31, 2024, the Company had $ 958,786 in cash and a working capital of $ 689,207 .

As of December 31, 2025, the Company had

in cash and a working capital deficit of $ 567,649 .

The Company has incurred and expects to continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a Business Combination.

The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business.

The Company does not believe it will need to raise additional funds to meet the expenditures required for operating its business.

However, if the Company’s estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the initial Business Combination.

Moreover, the Company may need to obtain additional financing either to complete our Business Combination or because the Company becomes obligated to redeem a significant number of its public shares upon completion of our Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination.

Moreover, the Company may need to obtain additional financing either to complete its Business Combination or because the Company becomes obligated to redeem a significant number of its public shares upon completion of the Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination.

The Company’s officers, directors and the Sponsor may, but are not obligated to, loan the Company funds as may be required.

2 unchanged sentences

The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern.

In addition, if the Company is unable to complete a Business Combination within the Combination Period, the Company’s board of directors would proceed to commence voluntary liquidation and thereby a formal dissolution of the Company.

There is no assurance that the Company’s plans to consummate a Business Combination will be successful within the Combination Period.

As a result, management has determined that such an additional condition also raises substantial doubt about the Company’s ability to continue as a going concern.

The financial statement does not include any adjustments that might result from the outcome of this uncertainty.

RF ACQUISITION CORP II

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024

In connection with the Company’s assessment

of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”)

2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined

that these conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the

date that the financial statements are issued.

In addition, if the Company is unable to complete a Business Combination within the Combination

Period, the Company’s board of directors would proceed to commence voluntary liquidation and thereby a formal dissolution of the

There is no assurance that the Company’s plans to consummate a Business Combination will be successful within the Combination

As a result, management has determined that such an additional condition also raises substantial doubt about the Company’s

ability to continue as a going concern within one year after the date that the financial statements are issued.

The financial statements

do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

14 unchanged sentences

Accordingly, the actual results could differ significantly from those estimates.

RF ACQUISITION CORP II

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company has $ 958,786 in cash and no cash equivalents as of December 31, 2024.

The Company considers all short-term

investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company has $337,383 and

in cash and no

cash equivalents as of December 31, 2025 and 2024, respectively.

Cash Held in Trust Account

As of December 31, 2024, the assets held in the Trust Account amounting to $ 119,093,931 were interest-earning demand cash.

As of December 31, 2025 and 2024, the

assets held in the Trust Account amounted to $52,257,378 and $ 119,093,931 , respectively, which consisted of interest-earning demand cash.

Net Income per Ordinary Share

4 unchanged sentences

This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of ordinary shares share pro rata in the loss of the Company.

Accretion associated with the redeemable shares of ordinary shares is excluded from earnings per share as the redemption value approximates fair value.

Remeasurement associated with the redeemable shares of ordinary shares is excluded from earnings per share as the redemption value approximates fair value.

The calculation of diluted income per ordinary share does not consider the effect of the rights issued in connection with the (i) Initial Public Offering, and (ii) the private placement, since the issuance of the shares included in the rights is contingent upon the occurrence of future events.

4 unchanged sentences

Non-redeemable

Basic net income per ordinary share

2 unchanged sentences

Basic net income per ordinary share

RF ACQUISITION CORP II

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024

February 5, 2024

Non-redeemable

Diluted net income per ordinary share

Allocation of net income

Weighted-average shares outstanding

Diluted weighted-average shares outstanding

Diluted net income per ordinary share

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes .” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes .” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

1 unchanged sentence

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.

The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction.

ASC 740 prescribes a recognition threshold

and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken

in a tax return.

For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination

by taxing authorities.

The Company’s management determined that the Cayman Islands is the Company’s major tax

jurisdiction.

The Company recognizes interest and penalties related to recognized tax liabilities as income tax expense.

There were no amounts accrued for interest and penalties as of December 31, 2024.

The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position.

The Company may be subject to potential examination by foreign taxing authorities in the area of income taxes.

These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with foreign tax laws.

The Company is considered to be an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.

There were no

amounts accrued for interest and penalties as of December 31, 2025 and 2024.

The Company is currently not aware of any issues

under review that could result in significant payments, accruals, or material deviation from its position.

The Company may be

subject to potential examination by foreign taxing authorities in the area of income taxes.

These potential examinations may include

questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with foreign tax

The Company is an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.

In accordance with Cayman income tax regulations, income taxes are not levied on the Company.

4 unchanged sentences

The costs of $6,740,359 allocated to the Ordinary Shares Subject to Redemption and $ 60,373 allocated to the rights included in the public units were charged to shareholders’ equity upon the completion of the Initial Public Offering.

RF ACQUISITION CORP II

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “ Fair Value Measurement ,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.

Redeemable Share Classification

The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination.

In accordance with ASC 480-10-S99, the Company classifies Public ordinary shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company.

The Public Shares sold as part of the Units in the Initial Public Offering were issued with other freestanding instruments (i.e., Public Rights) and as such, the initial carrying value of Public Shares classified as temporary equity is the allocated proceeds determined in accordance with ASC 470-20.

The Company recognizes changes in redemption value immediately as it occurs and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period.

Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value.

The change in the carrying value of redeemable shares will result in charges against additional paid-in capital and accumulated deficit.

Accordingly, as of December 31, 2024, ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet.

At December 31, 2024, the ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table:

The Public Shares contain a redemption

feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a

shareholder vote or tender offer in connection with the Company’s initial Business Combination.

In accordance with ASC

480-10-S99, the Company classifies Public ordinary shares subject to redemption outside of permanent equity as the redemption

provisions are not solely within the control of the Company.

The Public Shares sold as part of the Units in the Initial Public

Offering were issued with other freestanding instruments (i.e., Public Rights) and as such, the initial carrying value of Public

Shares classified as temporary equity is the allocated proceeds determined in accordance with ASC 470-20.

The Company recognizes

changes in redemption value immediately as it occurs and will adjust the carrying value of redeemable shares to equal the redemption

value at the end of each reporting period.

Immediately upon the closing of the Initial Public Offering, the Company recognized the

accretion from initial book value to redemption amount value.

The change in the carrying value of redeemable shares will result in

charges against additional paid-in capital and accumulated deficit.

Accordingly, as of December 31, 2025 and 2024, ordinary shares

subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit

section of the Company’s balance sheets.

In connection with the shareholders’ vote at the extraordinary general meeting held on November 10, 2025, 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) was removed from the Trust Account to pay

such holders, leaving approximately $51,9 million in the Trust Account as of the date of the Redemption.

Following the aforementioned

Redemption, the Company has an aggregate 8,343,765 ordinary shares outstanding , of which 4,831,265 are public shares subject to possible

At December 31, 2025 and 2024, the ordinary

shares subject to possible redemption reflected in the balance sheets are reconciled in the following table:

Schedule of reconciliation of common stock reflected on balance sheet

3 unchanged sentences

Remeasurement of carrying value to redemption value

shares subject to possible redemption, December 31, 2024

Redemption of ordinary shares

( 71,580,705 )

Remeasurement of carrying value to redemption value

Ordinary shares subject to possible redemption, December 31, 2025

1 unchanged sentence

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging”.

Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statement of operations.

Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations.

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.

Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instruments could be required within 12 months of the balance sheet date.

Derivative assets and liabilities are classified in the balance sheets as current or non-current based on whether net-cash settlement or conversion of the instruments could be required within 12 months of the balance sheet date.

The over-allotment option is deemed to be a freestanding financial instrument indexed on the contingently redeemable shares and was accounted for as a liability pursuant to ASC 480.

Recent Accounting Standards

In November 2023, the FASB issued ASU 2023-07,

Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

The amendments in this ASU require disclosures, on an

annual and interim basis, of significant segment expenses that are regularly provided to the chief operating officer decision maker (“CODM”),

as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss.

The ASU requires that

a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment

profit or loss in assessing segment performance and deciding how to allocate resources.

Public entities will be required to provide all

annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to

provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280.

This ASU is effective

for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early

adoption permitted.

The Company adopted ASU 2023-07 in the fiscal year 2024 and there was no significant impact.

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

RF ACQUISITION CORP II

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024

NOTE 3 — INITIAL PUBLIC OFFERING

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(A) six months after the completion of the initial Business Combination and (B) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction after the initial Business Combination that results in all public shareholders having the right to exchange their ordinary shares for cash, securities or other property.

On May 23, 2024, as a result of the underwriters’ election to fully exercise their over-allotment option, an aggregate of 375,000 Founder Shares are no longer subject to forfeiture.

RF ACQUISITION CORP II

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024

On May 23, 2024, because of the underwriters’ election to fully exercise their over-allotment option, an aggregate of 375,000 Founder Shares was no longer subject to forfeiture.

Advance from Related Party

The Sponsor paid certain operating costs on behalf of the Company.

The Sponsor paid certain operating costs on

behalf of the Company.

These amounts are due on demand and non-interest bearing.

As of December 31, 2024, the amount due to the related party was $ 138,550 .

As of December 31, 2025 and 2024, the

amount advanced from the related party was $ 138,550 .

Due to Sponsor

As of December 31, 2025 and 2024, the balance of due to Sponsor was $ 195,725 and $ 75,000 , respectively, which mainly consisted of the

administration fee as described below.

In addition, the Sponsor paid $ 725 operating expenses for the year ended December 31, 2025 and

was recorded as due to Sponsor on the accompanying balance sheets.

Administration Fee

Commencing on the May 16, 2024, the Sponsor will charge the Company an allocable share of its overhead, up to $ 10,000 per month to the close of the Business Combination, to compensate it for the Company’s use of its office, utilities and administrative support.

For the period from May 16, 2024 to December 31, 2024, the Company recognized $ 75,000 administrative fee.

As of December 31, 2024, $ 75,000 has been accrued and remained unpaid under this agreement.

Commencing on May 16, 2024, the Sponsor

charges the Company an allocable share of its overhead, up to $ 10,000

per month to the close of the Business Combination, to compensate it for the Company’s use of its office, utilities and

administrative support.

For the year ended December 31, 2025 and for the period from February 5, 2024 (inception) through

December 31, 2024, the Company recognized $ 120,000 and $ 75,000

administrative fee, respectively.

As of December 31, 2025 and 2024, $ 195,000 and $ 75,000 , respectively, have been accrued and remained unpaid under this agreement.

NOTE 6 — COMMITMENTS AND CONTINGENCIES

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In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system.

Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations.

The invasion of Ukraine by Russia and the escalation of the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies.

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The Company will bear the expenses incurred in connection with the filing of any such registration statements.

RF ACQUISITION CORP II

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024

Underwriting Agreement

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provided that the foregoing fee will not be paid prior to the date that is 60 days from the effective date of the Initial Public Offering, unless FINRA determines that such payment would not be deemed underwriters’ compensation in connection with the Initial Public Offering pursuant to FINRA Rule 5110.

NOTE 7 — SHAREHOLDERS’ EQUITY

Preference Shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $ 0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors.

As of December 31, 2024, there were no preference shares issued or outstanding.

Ordinary Shares — The Company is authorized to issue 200,000,000 ordinary shares with a par value of $ 0.0001 per share.

NOTE 7 — SHAREHOLDERS’ DEFICIT

Preference Shares — The

Company is authorized to issue 1,000,000

preference shares with a par value of $ 0.0001

per share with such designations, voting and other rights and preferences as may be determined from time to time by the

Company’s board of directors.

As of December 31, 2025 and 2024, there were no preference shares issued or outstanding.

Ordinary Shares — The

Company is authorized to issue 200,000,000

ordinary shares with a par value of $ 0.0001

Holders of ordinary shares are entitled to one vote for each share.

As of December 31, 2024, there were 3,512,500 ordinary shares issued and outstanding, excluding 11,500,000 ordinary shares subject to possible redemption.

As of December 31, 2025 and 2024, there were 3,512,500

ordinary shares issued and outstanding, excluding 4,831,265 and 11,500,000

ordinary shares subject to possible redemption, respectively.

Rights — Except in cases where the Company is not the surviving company in a business combination, each holder of a right will automatically receive one-twentieth (1/20) of one ordinary share upon consummation of the initial Business Combination.

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Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman law.

In the event the Company is not the surviving company upon completion of the initial Business Combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the one-twentieth (1/20) of one ordinary share underlying each right upon consummation of the Business Combination.

If the Company is unable to complete the initial Business Combination within the required time period and the Company will redeem the public shares for the funds held in the Trust Account, holders of rights will not receive any of such funds for their rights and the rights will expire worthless.

RF ACQUISITION CORP II

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024

In the event the Company is not the surviving company upon completion of the initial Business Combination, each holder of a right will be required to affirmatively convert his, her or its rights to receive the one-twentieth (1/20) of one ordinary share underlying each right upon consummation of the Business Combination.

If the Company is unable to complete the initial Business Combination within the required period and the Company will redeem the public shares for the funds held in the Trust Account, holders of rights will not receive any of such funds for their rights and the rights will expire worthless.

Other — Capital contributions of extension fees

– During the year ended December 31, 2025, there were $ 120,000 extension fees paid and deposited into the Trust Account.

to the Business combination agreement, as described in note 1, the agreement provides under section 9.3, that the extension payments

are paid by the target and there is no obligation of repayment, and are recognized as capital contributions for extension fees.

NOTE 8 — FAIR VALUE MEASUREMENTS

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In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities).

The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used to value the assets and liabilities:

Quoted prices in active markets for identical assets or liabilities.

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Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The following table presents information about the Company’s assets that are measured at fair value on December 31, 2024 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

Fair value measurements, recurring and nonrecurring

Cash held in Trust Account

The over-allotment option was accounted for as a liability in accordance with ASC 815-40 and was presented within liabilities on the balance sheet.

The over-allotment option was accounted for as a liability in accordance with ASC 480 and was presented within liabilities on the balance sheets.

On May 23, 2024, the over-allotment was exercised as such the liability was eliminated and charged to accumulated deficit.

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Fair value as of December 31, 2024

RF ACQUISITION CORP II

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024

The rights included in the unites were classified as equity and were valued based on market comparable.

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When evaluating the Company’s performance

and making key decisions regarding resource allocation, the CODM reviews several key metrics, formation and operational costs and interest

earned on cas h held in Trust Account which include the accompanying audited

statements of operations.

and making key decisions regarding resource allocation, the CODM reviews key metrics, formation and operational costs and interest earned

on cash held in Trust Account which include the accompanying statements of operations.

The key measures of segment profit or loss reviewed

by our CODM are interest earned on cash held in Trust Account and formation and operational costs.

The CODM reviews interest earned

on cash held in Trust Account to measure and monitor stockholder value and determine the most effective strategy of investment with

the Trust Account funds while maintaining compliance with the trust agreement.

Formation and operational costs are reviewed and monitored

by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination within the business combination

The CODM also reviews formation and operational costs to manage, maintain and enforce all contractual agreements to ensure costs

are aligned with all agreements and budget.

by our CODM are interest earned on cash held in Trust Account and operating and formation costs.

The CODM reviews interest earned on cash

held in Trust Account to measure and monitor stockholder value and determine the most effective strategy of investment with the Trust

Account funds while maintaining compliance with the trust agreement.

Formation and operational costs are reviewed and monitored by the

CODM to manage and forecast cash to ensure enough capital is available to complete a business combination within the business combination

The CODM also reviews the formation and operational costs to manage, maintain and enforce all contractual agreements to ensure

costs are aligned with all agreements and budget.

NOTE 10 — SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date and through the date that the financial statements were issued.

Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

The Company evaluated subsequent events and transactions

that occurred after the balance sheet date and through the date that the financial statements were issued.

Based upon this review, other

than described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial

Subsequent to December 31, 2025, Nanyang transferred

$ 60,000 into Trust Account, extending the Termination Date to February 15, 2026.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures