Financial Performance - The company reported a net income of $1,056,869 for the three months ended September 30, 2025, consisting of interest earned on cash held in the Trust Account of $1,286,531, partially offset by operational costs of $229,662[101]. - For the nine months ended September 30, 2025, the company had a net income of $3,153,849, with interest earned on cash held in the Trust Account amounting to $3,778,478, offset by operational costs of $624,629[101]. - The company incurred cash used in operating activities of $396,561 for the nine months ended September 30, 2025, with net income affected by interest earned on cash held in the Trust Account[107]. Initial Public Offering - The company generated gross proceeds of $100,000,000 from the Initial Public Offering of 10,000,000 units at $10.00 per unit on May 21, 2024[104]. - Following the Initial Public Offering, an aggregate of $115,575,000 was placed in the Trust Account, with transaction costs incurred totaling $5,975,732[106]. Trust Account and Cash Management - As of September 30, 2025, the company had cash held in the Trust Account of $122,872,409, which is intended to be used for completing the Business Combination[109]. - The company has no long-term debt or off-balance sheet arrangements as of September 30, 2025, and incurs a monthly fee of $10,000 to the Sponsor for administrative support[116][117]. Business Combination Plans - The company intends to focus its Business Combination search on businesses in Asia within the deep technology sector, including artificial intelligence, quantum computing, and biotechnology[95]. - The Business Combination Agreement was entered into on October 2, 2025, involving a merger with PubCo and subsequent amalgamation with Nanyang[97][98]. - The company may need to obtain additional financing to complete its Business Combination or due to potential redemptions of Public Shares, which could affect liquidity[113].

Core Viewpoint - NYB has entered into a business combination agreement with RF Acquisition Corp II, aiming to become a publicly listed company on Nasdaq under the ticker symbol "NYB" [1][9]. Company Overview - NYB is an AI-driven drug discovery and biotechnology company, recognized for its Vecura™ AI platform powered by the proprietary Drug-Target Interaction Graph Neural Network (DTIGN) [3][13]. - The company is developing one of the world's largest AI-curated natural compound libraries in collaboration with global technology leaders such as NVIDIA, HP, and Equinix [3][14]. Business Combination Details - The Proposed Transaction values NYB at approximately $1.5 billion in pre-transaction equity value, with existing shareholders retaining a majority of the Combined Company's outstanding shares [9][10]. - NYB will designate a majority of the board of directors for the Combined Company [2][9]. Pipeline and Innovations - NYB's drug discovery efforts have led to the identification of multiple nature-inspired small molecules targeting oncology, cardiovascular health, and mental health, with candidates like NB-A002 targeting the ILF2 protein [4][5]. - The global DNA Damage Response (DDR) therapy market is currently valued at $8.3 billion and is expected to reach $19.5 billion by the mid-2030s, indicating significant market potential for NYB's lead candidate [6]. Strategic Collaborations - NYB has established a joint laboratory with Nanyang Technological University (NTU), focusing on advancing AI-driven drug discovery and harnessing the therapeutic potential of natural compounds [7][14]. - The collaboration aims to develop next-generation AI engines to support drug discovery across various therapeutic areas [7]. Management Commentary - Management expresses confidence in NYB's unique position to transform medicine by addressing high unmet medical needs through its innovative AI-powered drug discovery platform [8].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-42106 RF ACQUISITION CORP II (Exact Name of Registrant as Specified in Its Charter) Cayman Islands N/A (State or other jurisdiction of incor ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 RF ACQUISITION CORP II (Exact Name of Registrant as Specified in Its Charter) FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-42106 Cayman Islands N/A (State or other jurisdiction of inco ...

Financial Condition and Risks - As of December 31, 2024, the company had working capital of $689,207, raising substantial doubt about its ability to continue as a going concern [80]. - The company believes that available funds outside the Trust Account will be sufficient to operate for at least the next 18 months following the Initial Public Offering, but this estimate cannot be assured [117]. - Only approximately $750,000 was initially available from outside the Trust Account to fund working capital requirements, which may decrease if offering expenses exceed this amount [119]. - If the Business Combination is not completed within the prescribed time frame, Public Shareholders may receive less than $10.05 per share, and their Rights will expire worthless [113]. - If the company fails to complete its Business Combination, it will liquidate and redeem Public Shares, potentially resulting in losses for shareholders [103]. - Public shareholders may receive approximately $10.05 per share or less upon liquidation of the Trust Account if the Business Combination is not completed [115]. - The company may face challenges in negotiating a Business Combination due to increased costs and less favorable terms for directors and officers liability insurance [100]. - The company may incur substantial debt to complete the Business Combination, which could negatively impact its financial condition and shareholder value [147]. Business Combination Challenges - The company must complete its Business Combination within 18 months from the closing of the Initial Public Offering, or it will cease operations and redeem Public Shares at approximately $10.05 per share [103]. - The ability of Public Shareholders to redeem shares for cash may deter potential Business Combination targets, complicating the completion of such transactions [85]. - Increased competition among special purpose acquisition companies may lead to a scarcity of attractive targets, raising the costs and complexity of potential Business Combinations [93]. - The company may face challenges in obtaining shareholder approval for the Business Combination if the target does not meet general criteria, which could complicate the transaction [134]. - The company may attempt to complete multiple Business Combinations simultaneously, increasing costs and risks that could negatively impact operations and profitability [137]. - The company may not be able to conduct adequate due diligence on potential Business Combination targets as it approaches its dissolution deadline [102]. - The company may face limitations in completing advantageous Business Combinations due to federal proxy rules requiring financial statement disclosures from target businesses [156]. Regulatory and Compliance Risks - The Inflation Reduction Act imposes a potential 1% U.S. federal excise tax on share repurchases, which could impact cash available for redemptions or Business Combination contributions [95]. - The company may not be subject to the excise tax if it remains a Cayman Islands exempted company, but could face it if it domesticates as a U.S. corporation prior to redemptions [96]. - The company is exempt from certain SEC rules protecting investors in blank check companies due to having net tangible assets exceeding $5 million [111]. - Compliance with U.S. foreign investment regulations may limit the company's ability to complete business combinations with U.S. target companies, affecting potential growth opportunities [189]. - The company may face legal and operational risks when acquiring businesses in the PRC, including challenges in enforcing material agreements due to local laws [201]. - The PRC Antitrust Law may complicate merger and acquisition activities, requiring compliance with regulations that could delay or inhibit the completion of Business Combinations [212]. - The company may face challenges in obtaining necessary government approvals for future loans or capital contributions to its PRC entity, which could negatively impact its operations [270]. Shareholder Dynamics - To approve a Business Combination, the company would need 3,993,751 (34.7%) or 240,627 (2.1%) of the 11,500,000 Public Shares to be voted in favor, depending on the voting scenario [83]. - Shareholders holding more than 15% of Ordinary Shares may lose the ability to redeem all such shares if the company does not conduct redemptions pursuant to tender offer rules [112]. - Initial Shareholders own 20% of the issued and outstanding Ordinary Shares, which may allow them to exert substantial influence over shareholder votes [167]. - The existence of registration rights for Initial Shareholders may complicate the Business Combination and adversely affect the market price of Ordinary Shares [150]. - If the company seeks shareholder approval for its Business Combination, Initial Shareholders and affiliates may purchase shares from Public Shareholders, potentially reducing the public float [104]. Market and Competitive Environment - The ongoing geopolitical conditions, including the Russia-Ukraine conflict, may adversely affect the company's search for a Business Combination and the financial markets [89]. - The company expects to face intense competition from well-established entities, including private investors and other blank check companies, which may limit its ability to acquire target businesses due to relatively limited financial resources [114]. - Past performance of the Management Team and Initial Shareholders is not indicative of future performance, and the company may pursue acquisitions outside of its Management's expertise [131][132]. - The management assessment of target businesses may be limited, potentially leading to poor management choices that could affect post-combination operations [138]. Operational and Strategic Risks - The company may enter into a Business Combination with a target that does not meet its general criteria and guidelines, potentially affecting the expected attributes of the acquired business [133]. - The company may face additional risks when acquiring businesses outside the United States, including legal and regulatory challenges that could affect operations and financial results [178]. - The company may face challenges in attracting target businesses that can provide required financial statements in a timely manner [156]. - The company may incur write-downs or restructuring charges post-Business Combination, negatively impacting financial condition and share price [169]. - The company has not adopted a policy to prevent Initial Shareholders from having financial interests in transactions, leading to potential conflicts of interest [164]. - The company may pursue Business Combinations with entities affiliated with Initial Shareholders, which could raise conflicts of interest [165]. Technology and Market Acceptance - Market acceptance of the company's products and services is critical for success, with challenges in competing against existing products and developing new technology solutions [171]. - There is uncertainty regarding the broad market acceptance of future products and services, which could adversely affect business and operating results [172]. - The company must effectively adapt to rapidly changing technology and evolving industry standards to maintain competitiveness; failure to do so could negatively impact financial performance [173]. - Technology platforms may encounter unforeseen difficulties, including performance problems or defects, which could lead to customer dissatisfaction and adversely affect business [174]. - Acquiring businesses in certain industries, such as technology, presents unique risks that could impact operations post-acquisition [176]. International Operations and Regulations - The company is focusing on acquiring businesses in Asia, but many economies in the region are currently experiencing substantial inflationary pressures, which could significantly decrease profitability post-Business Combination [195]. - Government regulations in many Asian countries limit or prohibit foreign investments in certain industries, potentially reducing the number of acquisition candidates available to the company [196]. - If new regulations restrict foreign investment in targeted industries, the company's ability to complete its Business Combination could be severely impaired [198]. - Corporate governance standards in Asia may be less stringent than in the U.S., which could hide detrimental operational practices in target businesses [200]. - The cash-flow structure of a post-acquisition company in China may face restrictions on foreign exchange and dividend payments, impacting liquidity and business expansion [245]. - Future actions by the PRC government could expand the categories of industries subject to review, potentially hindering the ability to offer securities to investors [250]. Currency and Financial Regulations - Current regulations in China allow dividend payments only from accumulated distributable profits, determined by Chinese accounting standards [275]. - A withholding tax rate of up to 10% applies to dividends payable by Chinese companies to non-PRC-resident enterprises [277]. - Governmental control of currency conversion may limit the effective utilization of net revenue and affect investment value [278]. - Payments of current account items can be made in foreign currencies without prior approval of SAFE, subject to procedural requirements [279].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-42106 RF ACQUISITION CORP II (Exact Name of Registrant as Specified in Its Charter) | --- | --- | |------------------------------------ ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-42106 RF ACQUISITION CORP II (Exact Name of Registrant as Specified in Its Charter) | --- | --- | |----------------------------------------- ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-42106 RF ACQUISITION CORP II (Exact Name of Registrant as Specified in Its Charter) | --- | --- | |---------------------------------------- ...