RF Acquisition Corp II 2024年度报告

FORM10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31, 2024 or For the transition period from __________ to __________ Commission file number001-42106 RF ACQUISITION CORP II(Exact Name of Registrant as Specified in Its Charter) Cayman IslandsN/AState or Other Jurisdiction ofI.R.S. Employer Singapore238164238164Address of Principal Executive OfficesZip Code Registrant’s telephone number, including area code:+656904 0766 Securities registered pursuant to Section12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the SecuritiesAct.Yes☐No☒; Indicateby check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d)of theAct.Yes☐No☒; Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐; Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorterperiod that the registrant was required to submit such files).Yes☒No☐; Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Smaller reporting company☒Emerging growth company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition periodfor complying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by theregistered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act).Yes☒No☐; The aggregate market value of the registrant’s Class A Common Stock outstanding at June30, 2024, other than shares ofcommon stock held by persons who may be deemed affiliates of the registrant, computed by reference to the closing price for theOrdinary Shares on such date, as reported by the Nasdaq Stock Market LLC, was $0.00. As of March25, 2025, there were15,012,500Ordinary Shares, par value $0.0001 per share, issued and outstanding. None. DEFINED TERMS Unless otherwise stated in this annual report on Form 10-K for the year ended December31, 2024 (this “Form 10-K”), references to: ●“Amended and Restated Memorandum and Articles of Association” are to our memorandum and articles of associationeffected upon completion of the Initial Public Offering;●“Companies Act” are to the Companies Act (Revised) of the Cayman Islands as the same may be amended from time to time;●“Company,” “our Company” “we,” “us” or “our” are to RF Acquisition Corp II, a Cayman Islands exempted company;●“EBC Founder Shares” are to 200,000 Ordinary Shares that we issued to EarlyBirdCapital, Inc. for an aggregate purchaseprice of $1,739 in a private placement prior to the Initial Public Offering (for the avoidance of doubt, such Ordinary Shareswill not be “Public Shares”);●“Founder Shares” are to 2,875,000 Ordinary Shares that we have issued to our Sponsor for an aggregate price of $25,000 in aprivate placement prior to the Initial Public Offering (for the avoidance of doubt, such Ordinary Shares will not be “PublicShares”);●“Initial Shareholders” are to our Sponsor and the other holders of our Founder Shares prior to the Initial Public Offering, butexcluding the holders of the EBC Founder Shares;●“Management” or our “Management Team” are to our officers and directors;●“Ordinary Shares” are to our ordinary shares, par value $0.0001 per share;●