RF Acquisition Corp II Approves Business Combination with NYB Holdings

What Happened RF Acquisition Corp II (RFAI / RFAC) announced that shareholders at an Extraordinary General Meeting on August 19, 2026 approved the proposed business combination with NYB Holdings Limited (PubCo) and related transactions, including the merger of RFAC into PubCo and the amalgamation of PubCo’s Amalgamation Sub with Nanyang Biologics Pte. Ltd. The Business Combination and all related proposals (including the merger, Nasdaq issuance approval, and the NYB Equity Incentive Plan) received identical vote totals: 6,765,584 votes for, 440,604 against, and 0 abstentions. As of the May 20, 2026 record date there were 8,343,765 ordinary shares outstanding and roughly 86.36% (7,206,188 shares) were present in person or by proxy, constituting a quorum.

Key Details

• Share approval votes (each listed proposal): For 6,765,584; Against 440,604; Abstain 0.
• Record date/attendance: 8,343,765 shares outstanding (May 20, 2026); 7,206,188 shares voted (~86.36%).
• Redemption requests: Preliminary requests to redeem 3,956,323 RFAC ordinary shares for cash from the trust account were submitted; these remain subject to withdrawal or reversal and RFAC consent prior to Closing.
• Other approvals: Non-binding governance proposals for PubCo’s charter and the NYB Holdings Limited Equity Incentive Plan were approved; the Nasdaq-related issuance proposal was approved.

Why It Matters Shareholder approval is a key step toward closing the merger, but the transaction has not closed yet. The large number of preliminary redemption requests (3,956,323 shares) could materially affect the cash remaining from RFAC’s trust account, the per-share redemption price, RFAC’s post-closing cash balance and the post-close public float — all of which will be finalized only at Closing. The company emphasized that Closing remains subject to satisfaction or waiver of closing conditions; investors should watch for the final redemption totals and a formal Closing announcement to understand the transaction’s financial impact.