Financial Condition and Business Viability - As of December 31, 2025, the company had a working capital deficit of $567,649, raising substantial doubt about its ability to continue as a going concern[79]. - The financial statements do not include any adjustments that might result from the company's inability to continue as a going concern[79]. - Only approximately $750,000 was initially available from outside the Trust Account to fund working capital requirements, which may limit operational capabilities[118]. - If the company is unable to complete its Business Combination, public shareholders may receive approximately $10.05 per share or less upon liquidation of the Trust Account[114]. Business Combination Approval and Challenges - The company requires 908,603 or 8% of the 11,500,000 Public Shares sold in the Initial Public Offering to be voted in favor of a Business Combination for approval[82]. - The Initial Shareholders have agreed to vote in favor of the Business Combination, regardless of the Public Shareholders' votes[81]. - The company must complete its Business Combination within 27 months from the closing of the Initial Public Offering, or it will cease operations and redeem Public Shares at approximately $10.05 per share[102]. - The company may seek shareholder approval for its Business Combination, and Initial Shareholders may purchase shares from Public Shareholders to facilitate the process[103]. - The company may face challenges in obtaining shareholder approval if the target business does not meet general criteria and guidelines[133]. Redemption Rights and Shareholder Implications - The ability of Public Shareholders to redeem their shares for cash may make the company's financial condition unattractive to potential Business Combination targets[84]. - The company may face challenges in completing a Business Combination if too many Public Shareholders exercise their redemption rights, affecting its ability to meet closing conditions[85]. - Shareholders holding more than 15% of Ordinary Shares may lose the ability to redeem those excess shares if the company does not conduct redemptions pursuant to tender offer rules[111]. - If the company fails to comply with redemption procedures, shareholders may not be able to redeem their shares[108]. - There is no specified maximum redemption threshold, allowing the company to potentially complete a Business Combination even if a substantial majority of shareholders seek redemption[120]. Competition and Market Conditions - The number of special purpose acquisition companies has increased significantly since Q4 2020, leading to increased competition for attractive targets[92]. - 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[113]. - The ongoing Russia-Ukraine conflict and geopolitical tensions may adversely affect the company's search for a Business Combination and the operations of potential target businesses[88]. Insurance and Liability Concerns - A 1% U.S. federal excise tax may be imposed on the company in connection with redemptions of Ordinary Shares after a Business Combination if it domesticates as a U.S. corporation[94]. - The company may need to purchase additional run-off insurance to protect directors and officers from potential liabilities arising from pre-Business Combination conduct[100]. - The market for directors and officers liability insurance is subject to continual change, with premiums generally increasing and terms becoming less favorable[98]. - The company may incur write-downs or restructuring charges post-Business Combination that could negatively impact financial condition and share price[169]. Management and Operational Risks - The departure of key personnel from a target business upon completion of the Business Combination could negatively impact operations and profitability[138]. - The company may face challenges in retaining key personnel from target businesses after the Business Combination, impacting operations and profitability[160]. - The company may need to negotiate employment agreements with management of target businesses, which could create conflicts of interest in selecting Business Combination targets[161]. - Past performance of the Management Team and Initial Shareholders is not indicative of future performance, and there is no guarantee of locating a suitable candidate for a Business Combination[130]. Regulatory and Compliance Issues - The company is classified as a "blank check" company and is exempt from certain SEC rules, meaning investors will not receive the protections typically afforded to such companies[110]. - The company may face limitations in completing advantageous Business Combinations due to federal proxy rules requiring financial statement disclosures from target businesses[155]. - The company may pursue Business Combinations with entities affiliated with Initial Shareholders, which could raise potential conflicts of interest[165]. - The approval process for Business Combinations may exceed the 27-month period from the Initial Public Offering closing, complicating acquisition timelines[219]. International Operations and Market Risks - The company may face additional risks when acquiring businesses outside the United States, including legal and regulatory challenges[178]. - Political events and changes in foreign relations could significantly affect the company's business operations and market attractiveness[182]. - The company is focusing on target businesses in Asia, where many economies are currently experiencing substantial inflationary pressures, potentially impacting profitability post-Business Combination[195]. - Government regulations in various Asian countries may limit or prohibit foreign investments in certain industries, thereby restricting the pool of potential acquisition candidates[196]. Currency and Economic Factors - Currency fluctuations in target regions could adversely affect the dollar equivalent of net assets and distributions, impacting the attractiveness of target businesses[194]. - The RMB has fluctuated significantly against the U.S. dollar since June 2010, with unpredictable changes[274]. - Current regulations in China permit dividend payments only from accumulated distributable profits, determined by Chinese accounting standards[276]. - A withholding tax rate of up to 10% applies to dividends payable by Chinese companies to non-PRC-resident enterprises[278].

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].

Financial Performance - The company reported a net income of $1,076,010 for the three months ended June 30, 2025, primarily from interest earned on cash held in the Trust Account of $1,257,739, after deducting operational costs of $181,729[93]. - For the six months ended June 30, 2025, the company achieved a net income of $2,096,980, with interest income from the Trust Account totaling $2,491,947, offset by operational costs of $394,967[93]. Initial Public Offering (IPO) - The company completed its Initial Public Offering on May 21, 2024, raising gross proceeds of $100,000,000 from the sale of 10,000,000 units at $10.00 per unit[96]. - Following the IPO, an additional 1,500,000 units were sold on May 23, 2024, generating gross proceeds of $15,000,000, bringing total funds in the Trust Account to $115,575,000[97][98]. - The company incurred transaction costs of $5,975,732 related to the IPO, including $2,000,000 in cash underwriting fees and $3,500,000 in deferred underwriting fees[98]. Trust Account and Cash Position - As of June 30, 2025, the company had cash held in the Trust Account amounting to $121,585,878, which is intended for completing a Business Combination[101]. - The company has no long-term debt or off-balance sheet arrangements as of June 30, 2025, and has a monthly obligation of $10,000 to the Sponsor for administrative support[107][108]. Business Combination and Future Plans - The company anticipates significant costs in pursuing acquisition plans and cannot assure the success of completing a Business Combination[91]. - The company may need to raise additional funds to meet operational expenditures or complete a Business Combination, which could involve issuing additional securities or incurring debt[104]. - If a Business Combination is not completed within the specified period, the company may proceed with voluntary liquidation[105].

Financial Performance - The company reported a net income of $1,020,970 for the three months ended March 31, 2025, primarily from interest earned on cash held in the Trust Account of $1,234,208, offset by operational costs of $213,238 [93]. - As of March 31, 2025, cash used in operating activities was $146,448, with net income affected by interest earned on cash held in the Trust Account [98]. - The company has not generated any operating revenues to date and does not expect to do so until after the completion of its Business Combination [92]. Cash and Financing - As of March 31, 2025, the company had cash held in the Trust Account amounting to $120,328,139, which will be used to complete the Business Combination [100]. - The company may need to obtain additional financing to complete its Business Combination or to cover redemptions of public shares, which could impact its liquidity [103]. Initial Public Offering (IPO) - The company completed its Initial Public Offering on May 21, 2024, raising gross proceeds of $100,000,000 from the sale of 10,000,000 units at $10.00 per unit [95]. - Following the IPO, the underwriters exercised their over-allotment option, resulting in an additional sale of 1,500,000 units for gross proceeds of $15,000,000 [96]. - Total transaction costs incurred during the IPO process amounted to $5,975,732, including $2,000,000 in cash underwriting fees [97]. Business Strategy - The company intends to focus its Business Combination search on deep technology sectors in Asia, including artificial intelligence, quantum computing, and biotechnology [90]. - The company has no long-term debt or off-balance sheet arrangements as of March 31, 2025, and incurs a monthly fee of $10,000 to the Sponsor for administrative support [106][107].

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].

Financial Performance - The company reported a net income of $1,422,951 for the three months ended September 30, 2024, primarily from interest earned on cash held in the Trust Account[95]. - Total interest income from the Trust Account for the period from February 5, 2024, to September 30, 2024, was $2,169,630, offset by operating costs of $260,071[95]. Initial Public Offering - The company completed its Initial Public Offering on May 21, 2024, raising gross proceeds of $100,000,000 from the sale of 10,000,000 units at $10.00 per unit[97]. - An additional 1,500,000 units were sold on May 23, 2024, generating gross proceeds of $15,000,000 due to the underwriters exercising their over-allotment option in full[98]. - The company incurred transaction costs of $5,975,732 related to the Initial Public Offering, including $2,000,000 in cash underwriting fees[99]. Trust Account and Cash Position - As of September 30, 2024, the cash held in the Trust Account amounted to $117,744,630, which will be used to complete the Business Combination[101]. - The company has no long-term debt or off-balance sheet arrangements as of September 30, 2024[106]. Operational Costs - Monthly fees of $10,000 are payable to the Sponsor for office space and administrative support, starting from May 16, 2024[107]. Business Strategy - The company intends to focus its Business Combination search on deep technology sectors in Asia, including artificial intelligence and biotechnology[92]. - The company may need to raise additional capital to finance transaction costs or working capital deficits related to the Business Combination[105].

Financial Performance - The company reported a net income of $547,028 for the three months ended June 30, 2024, primarily from interest earned on cash held in the Trust Account[93]. - Cash used in operating activities from inception through June 30, 2024, was $83,464, with net income affected by interest earned of $656,689[98]. Initial Public Offering - Total gross proceeds from the Initial Public Offering amounted to $100,000,000 from the sale of 10,000,000 units at $10.00 per unit[95]. - An additional 1,500,000 units were sold at $10.00 per unit, generating gross proceeds of $15,000,000 due to the underwriters exercising their over-allotment option[96]. - The company incurred transaction costs of $5,975,732 related to the Initial Public Offering, including $2,000,000 in cash underwriting fees[97]. Trust Account and Cash Position - As of June 30, 2024, the cash held in the Trust Account was $116,231,689, which will be used to complete the Business Combination[99]. - The company has no long-term debt or off-balance sheet arrangements as of June 30, 2024[104]. Business Strategy and Future Plans - The company plans to focus its Business Combination search on deep technology sectors in Asia, including artificial intelligence and biotechnology[90]. - The company expects to continue incurring significant costs in pursuit of its acquisition plans[91]. - The company may need to raise additional capital to complete its Business Combination or to cover operational costs if necessary[103].

Financial Performance - The company incurred a net loss of $60,420 from February 5, 2024, through March 31, 2024, due to formation and operating costs [76]. - The company does not expect to generate operating revenues until after the completion of its Business Combination [75]. Initial Public Offering - The company completed its Initial Public Offering on May 21, 2024, raising gross proceeds of $100,000,000 from the sale of 10,000,000 units at $10.00 per unit [78]. - An additional 1,500,000 units were sold on May 23, 2024, generating gross proceeds of $15,000,000 due to the underwriters exercising their over-allotment option in full [79]. - A total of $115,575,000 was placed in the Trust Account following the Initial Public Offering and related transactions [80]. Use of Funds - The company plans to use substantially all funds in the Trust Account to complete its initial Business Combination [81]. - The company may need to raise additional capital to finance transaction costs or working capital deficits related to the Business Combination [86]. Financial Obligations - The company has no long-term debt or off-balance sheet arrangements as of March 31, 2024 [87]. - The company will incur monthly fees of $10,000 to the Sponsor for office space and administrative support starting May 16, 2024 [88]. - The company engaged EBC as an advisor for the Business Combination, agreeing to pay a service fee of 3.5% of gross proceeds upon consummation [89].

As filed with the Securities and Exchange Commission on May 7, 2024 Registration No. 333-277810 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to RF Acquisition Corp II 111 Somerset, #05-07 Singapore, 238164 Tel: +65 6904 0766 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RF Acquisition Corp II (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdiction of incorporation or organization) (Primary Stand ...