RF Acquisition Corp III 8-K

What Happened
RF Acquisition Corp III announced the closing of its initial public offering on February 17, 2026: 10,000,000 units were sold at $10.00 per unit, generating $100,000,000 in gross proceeds. Each Unit consists of one ordinary share and one right to receive one‑tenth of one ordinary share. In connection with the IPO, the company entered into customary agreements including an underwriting agreement with EarlyBirdCapital, Inc., a rights agreement, registration rights and sponsor/private placement agreements, and related governance documents (forms previously filed with the company’s S‑1). Simultaneously, the company completed private sales of units to its sponsor and to EarlyBirdCapital, Inc.

Key Details

• IPO: 10,000,000 Units at $10.00 each; gross proceeds $100,000,000 (closed Feb 17, 2026).
• Private placement: 250,000 Units sold to Sponsor (Alfa 30 Limited and designees) and 100,000 Units sold to EarlyBirdCapital, Inc.; combined gross proceeds $3,500,000. Private Units are identical to IPO Units and were issued under Section 4(a)(2) exemption.
• Board changes: On Feb 12, 2026, Ryan Lee Wen, Tuan Lee Low and Yunn Chinn Shng were appointed to the board (each deemed independent). All three joined the Audit and Compensation Committees (Tuan Lee Low is Audit Chair; Ryan Lee Wen is Compensation Chair).
• Trust account: $100,000,000 of proceeds were deposited in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A., held by Continental Stock Transfer & Trust Company as trustee; funds generally will remain in trust until the earliest of (i) completion of an initial business combination, (ii) redemption of public shares in connection with certain charter amendments, or (iii) redemption if unable to complete a business combination within 21 months (subject to applicable law). Interest may be released for taxes and limited dissolution expenses.

Why It Matters
This filing confirms RF Acquisition Corp III is now a public special-purpose acquisition company (SPAC) with capital in a trust to be used for a future business combination. The $100M held in trust protects public investors’ capital until a qualifying merger or other qualifying event occurs and defines the 21‑month timeline for completing a business combination. Board appointments and the entered agreements set up governance and sponsor relationships that will influence how the company searches for and negotiates a target. Retail investors should note the private placement increases the sponsor/underwriter economic stake (350,000 private units) and that redemption rights and trust-account protections are standard SPAC features disclosed here.