RF Acquisition Corp II 2026年季度报告

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, 2026 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-42106 RF ACQUISITION CORP II(Exact Name of Registrant as Specified in Its Charter) (+65) 6904-0766(Registrant’s telephone number, including area code) Not Applicable(Former name or former address, if changed since last report) Securities registered pursuant to Section12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such 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 be submittedpursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant 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, a 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. Accelerated filer☐Smaller reporting company☒Emerging growth company☒ Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes☒No☐ As of August 7, 2026, there were 3,512,500 ordinary shares (excluding 4,831,265 shares subject to possible redemption), par value$0.0001 per share, issued and outstanding. RF ACQUISITION CORP II FORM 10-Q FOR THE QUARTER ENDED JUNE30, 2026 TABLE OF CONTENTS PagePart I. Financial InformationItem 1. Interim Financial Statements1Balance Sheets as of June 30, 2026 and December 31, 2025 (Unaudited)1Statements of Operations for the Three and Six Months ended June 30, 2026 and 2025 (Unaudited)2Statements of Changes in Shareholders’ Deficit for the Three and Six Months ended June 30, 2026 and 2025(Unaudited)3Statements of Cash Flows for the Six Months ended June 30, 2026 and 2025 (Unaudited)4Notes to Financial Statements (Unaudited)5Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations18Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk22Item 4. Controls and Procedures22Part II. Other InformationItem 1. Legal Proceedings23Item 1A. Risk Factors23Item 2. Unregistered Sales of Equity Securities and Use of Proceeds23Item 3. Defaults Upon Senior Securities23Item 4. Mine Safety Disclosures23Item 5. Other Information23Item 6. Exhibits24Part III. Signatures25i RF ACQUISITION CORP IIBALANCE SHEETS(UNAUDITED) RF ACQUISITION CORP IISTATEMENTS OF OPERATIONS(UNAUDITED) FOR THE THREE AND SIX MONTHS ENDED JUNE30, 2026 RF ACQUISITION CORP IISTATEMENTS OF CASH FLOWS(UNAUDITED) RF ACQUISITION CORP IINOTES TO FINANCIAL STATEMENTSJUNE30, 2026(UNAUDITED) NOTE 1 — ORGANIZATION AND BUSINESS OPERATIONS RF Acquisition Corp II (the “Company”) is a Cayman Islands exempted company formed for the purpose of effecting a merger, shareexchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (a “BusinessCombination”). The Company intends to pursue a Business Combination with a target in any industry that can benefit from theexpertise and capabilities of the Company’s management team. While the Company’s efforts in identifying prospective targetbusinesses will not be limited to a particular geographic region, the Company intends to focus its search on businesses in Asia withinthe deep technology sector, including artificial intelligence, quantum computing, and biotechnology. However, the Company will notconsummate its initial Business Combination with an entity or business with China operations through a variable interest entity(“VIE”) structure. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of therisks associated with early stage and emerging growth companies. As of June 30, 2026, the Company had not commenced any operations. All activity for the period from February 5, 2024 (inception)through June 30, 2026, relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is describedbelow, and subsequent