RF Acquisition Corp II Liquidation Value

RF Acquisition Corp II (RFAI) is a Cayman Islands blank check SPAC with no operating assets, no revenue, and a hard deadline of August 15, 2026 to consummate a business combination with Nanyang Biologics Pte. Ltd. Under a liquidation lens, the recovery picture is structurally negative for non-redeemable equity holders and marginally positive only for the redeemable public shareholders whose claim is backed by the trust account.

As of March 31, 2026, total assets are $53.1M, of which $52.9M (99.5%) sits in the trust account classified under CashEquivalentsAtCarryingValue at carrying value equal to the redemption obligation for 4,831,265 public shares at $10.95/share. Under the liquidation lens, trust cash is recoverable at 100%, but that recovery is entirely consumed by the $52.9M TemporaryEquityCarryingAmountAttributableToParent redemption obligation owed to public shareholders — which is not a liability on the face of the balance sheet but is a senior economic claim that extinguishes ahead of any equity recovery. Outside the trust, current assets total only $240K: $34.7K cash (90%+ haircut-free), $65.2K prepaid expenses (zero liquidation value), and $140.2K due from Nanyang/Target (collectibility uncertain given the target is pre-deal and advances are being made on its behalf).

The liability stack against those outside-trust assets is $5.19M: $779K accrued expenses, $138.6K advance from related party, $250.7K due to Sponsor, and $4.025M deferred underwriting fee payable to EBC. The deferred underwriting fee is the dominant outside-trust liability and, critically, is payable only upon consummation of the business combination — but in a wind-down scenario it would constitute a creditor claim. Total outside-trust assets net to approximately ($4.95M) shareholders' deficit after applying face-value liability treatment, consistent with the reported StockholdersEquity of ($4.95M).

Since the prior period (December 31, 2025, the 10-K), the working capital deficit widened from approximately $568K to $928K, driven by accrued expenses rising $144K and due-to-Sponsor rising $55K, while cash fell from $337K to $35K — a 90% drawdown in one quarter on operating costs of $361K against no operating cash inflows. The company transferred $120K into the trust on Nanyang's behalf (recorded as DueFromTarget, now $140K), adding receivable credit risk. Operating cash burn of $268K/quarter against $35K remaining outside-trust cash creates near-term liquidity exhaustion without sponsor or target support. Management has flagged substantial going concern doubt. The combination deadline of August 15, 2026 is approximately 4.5 months from the filing date.