Rf Acquisition Corp II

1. 1

   Extension Amendment Proposal

   ManagementBoard: FOR

   Amend the Amended and Restated Memorandum and Articles of Association to allow up to six additional one‑month extensions of the Company’s Combination Period from August 15, 2026 to February 15, 2027, giving shareholders the right to redeem Public Shares if the amendment is approved.

   More detail

   This proposal asks shareholders to adopt a special-resolution amendment to RFAC’s charter to extend the deadline by which RFAC must complete an initial business combination by up to six additional one‑month extensions, moving the Last Extended Date to February 15, 2027. Management is pursuing the amendment because RFAC has entered into a definitive Business Combination Agreement and the closing is contingent on SEC effectiveness of the Form F-4 and Nasdaq listing approval — conditions that the Board believes may not be satisfied by the current Termination Date of August 15, 2026. The extension mechanism would allow the Board, at the request of the Sponsor, to authorize one‑month extensions upon compliance with the corresponding trust-account amendment and payment mechanics, and it preserves the existing shareholder redemption right tied to amendment approval so public shareholders can elect to cash out their Public Shares if they do not wish to wait. Approval requires a special resolution (two‑thirds affirmative vote of issued and outstanding Ordinary Shares voting), a relatively high threshold that reflects the significance of altering the charter’s timing obligations. The charter amendment also contemplates that if the Company still does not complete a Business Combination by the last extended date, it will promptly redeem Public Shares and liquidate, with the Company having already forfeited the right to withdraw up to $100,000 of interest from the Trust Account for dissolution expenses. From a governance perspective, the amendment concentrates power to implement extensions in the Board and the Sponsor (who may deposit the extension payment and receive a promissory note), raising potential conflicts because the Sponsor and initial shareholders hold a blocking economic stake and have interests distinct from public holders. Economically, each redemption will reduce the Trust Account available to remaining holders and could materially affect the funds available to consummate a Business Combination, increasing the risk that the extension might not preserve sufficient capital to close a proposed transaction. The Board recommends voting FOR because it believes additional time is in the best interests of the Company and its shareholders given the work already expended and the pending regulatory approvals, but shareholders must weigh that against the sponsor conflicts, the non‑guaranteed nature of sponsor funding, and the risk that approval may not result in a consummated Business Combination.

2. 2

   Trust Agreement Amendment Proposal

   ManagementBoard: FOR

   Amend the Investment Management Trust Agreement to permit up to six additional one‑month extensions (to February 15, 2027) by providing notice and depositing $75,000 per month into the Trust Account (in exchange for a non‑interest bearing unsecured promissory note), and to eliminate the Company’s right to withdraw up to $100,000 of interest for liquidation expenses.

   More detail

   This proposal seeks shareholder approval to amend the Trust Agreement to operationalize the charter extension by (i) allowing the Company to extend the Termination Date up to six additional one‑month periods through February 15, 2027 by giving the Trustee specified advance notice (five days generally, two days for the first extension) and (ii) requiring the deposit of $75,000 into the Trust Account per one‑month extension in exchange for a non‑interest bearing, unsecured promissory note payable upon consummation of a Business Combination. Management seeks this amendment because the Board believes additional time is necessary to complete the pending Business Combination and the Trust Agreement amendment supplies the cash mechanics to fund each one‑month extension. Importantly, the amendment also eliminates the Company’s limited existing right to withdraw up to $100,000 of interest from the Trust Account to pay dissolution expenses, thereby maximizing funds that would be available for pro‑rata redemptions to Public Shareholders in a liquidation scenario — but shifting dissolution expense obligations to the Company or its affiliates. The sponsor’s deposit of the Extension Payment is not guaranteed and the sponsor receives a promissory note that may not be repaid if a Business Combination does not close, exposing public shareholders to counterparty risk. Approval requires a simple majority of outstanding Ordinary Shares as set by the Trust Agreement (50% threshold), a lower bar than the charter amendment, meaning it may be easier to pass independently but both approvals are conditions to implementing the extensions. From a shareholder-interest perspective, forfeiting the $100,000 withdrawal right benefits public holders by preserving trust assets but also removes a funding source for dissolution costs that could delay wind‑down if outside funds are unavailable. The Board recommends voting FOR because it believes the amendment is necessary to effect the requested extensions and because it increases funds available in the Trust Account for Public Shareholders, but shareholders should consider sponsor funding risk and whether the extension materially increases the likelihood of consummating the Business Combination.

3. 3

   Adjournment Proposal

   ManagementBoard: FOR

   Ordinary-resolution authorizing the chairman to adjourn the Extraordinary General Meeting to a later date(s) to permit further solicitation and vote of proxies if there are not sufficient votes to approve the Extension Amendment Proposal or the Trust Agreement Amendment Proposal or to provide additional time to effectuate the Extensions.

   More detail

   The Adjournment Proposal is a conditional, procedural measure asking shareholders to grant the meeting chairman authority to adjourn the Extraordinary General Meeting to future date(s) if there are insufficient votes to pass the Extension Amendment or Trust Agreement Amendment at the time of the meeting or if additional time is required to effectuate the proposed extensions. Management is proposing the adjournment authority to allow further solicitation of proxies and to provide flexibility to finalize mechanics required by the two substantive proposals; the adjournment will only be presented if one or both substantive proposals lack sufficient support when votes are tabulated. Approval requires a simple majority of votes cast by Ordinary Shares present and voting, a lower threshold than Proposal 1 and consistent with the procedural nature of the item. For strategic purposes, adjournment authority can be critical in close contests: given the Sponsor and initial shareholders control a large block of votes and public redemptions can impact the Trust Account math, the ability to solicit additional proxies may materially affect the outcome. If the adjournment is not approved when needed, the Board may lack the time to gather necessary approvals and the Company could be forced to liquidate if the substantive proposals fail and a Business Combination is not completed by the Termination Date. The Board recommends voting FOR the Adjournment Proposal to preserve flexibility to obtain the required approvals and to avoid an immediate failure to extend the Combination Period.

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When is the Rf Acquisition Corp II 2026 special meeting?

Rf Acquisition Corp II (RFAI) holds its 2026 special shareholder meeting on Wednesday, August 12, 2026.

What is the record date for the Rf Acquisition Corp II 2026 meeting?

The record date for the Rf Acquisition Corp II 2026 meeting is Thursday, June 25, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Rf Acquisition Corp II's 2026 meeting?

The board is presenting 4 director nominees at the Rf Acquisition Corp II 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Rf Acquisition Corp II 2026 meeting?

Shareholders will vote on 3 proposals at the Rf Acquisition Corp II 2026 meeting, each tagged with who proposed it and the board's recommendation.