SEC Comment Letter 0000000000-24-005159 to RF Acquisition Corp II (RFAI, RFAIR, RFAIU) (CIK 0002012807) (RFAI)
RF Acquisition Corp II (RFAI, RFAIR, RFAIU) (CIK 0002012807)
Date: May 7, 2024 · CIK: 0002012807 · Accession: 0000000000-24-005159
AI Filing Summary & Sentiment
File numbers found in text: 333-277810
Letter
United States securities and exchange commission logo May 7, 2024 Tse Meng Ng Chief Executive Officer RF Acquisition Corp II 111 Somerset, #05-07 Singapore, 238164 Re:RF Acquisition Corp II Amendment No. 1 to Registration Statement on Form S-1 Filed April 15, 2024 File No. 333-277810 Dear Tse Meng Ng: We have reviewed your amended registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our April 7, 2024 letter. Amendment No. 1 to Registration Statement on Form S-1 filed April 15, 2024 General 1.We note that section 54 of the amended and restated memorandum and articles of association (Exhibit 3.2) and section 7.3 of the rights agreement (Exhibit 4.4) include exclusive forum provisions. Please add risk factor disclosure to address your exclusive forum provisions or advise us as appropriate.
FirstName LastNameTse Meng Ng Comapany NameRF Acquisition Corp II May 7, 2024 Page 2 FirstName LastName Tse Meng Ng RF Acquisition Corp II May 7, 2024 Page 2 Please contact Eric McPhee at 202-551-3693 or Wilson Lee at 202-551-3468 if you have questions regarding comments on the financial statements and related matters. Please contact Ronald (Ron) E. Alper at 202-551-3329 or David Link at 202-551-3356 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Michael J. Blankenship
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United States securities and exchange commission logo
May 7, 2024
Tse Meng Ng
Chief Executive Officer
RF Acquisition Corp II
111 Somerset, #05-07
Singapore, 238164
Re:RF Acquisition Corp II
Amendment No. 1 to Registration Statement on Form S-1
Filed April 15, 2024
File No. 333-277810
Dear Tse Meng Ng:
We have reviewed your amended registration statement and have the following comment.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our April 7, 2024 letter.
Amendment No. 1 to Registration Statement on Form S-1 filed April 15, 2024
General
1.We note that section 54 of the amended and restated memorandum and articles of
association (Exhibit 3.2) and section 7.3 of the rights agreement (Exhibit 4.4) include
exclusive forum provisions. Please add risk factor disclosure to address your exclusive
forum provisions or advise us as appropriate.
FirstName LastNameTse Meng Ng
Comapany NameRF Acquisition Corp II
May 7, 2024 Page 2
FirstName LastName
Tse Meng Ng
RF Acquisition Corp II
May 7, 2024
Page 2
Please contact Eric McPhee at 202-551-3693 or Wilson Lee at 202-551-3468 if you have
questions regarding comments on the financial statements and related matters. Please contact
Ronald (Ron) E. Alper at 202-551-3329 or David Link at 202-551-3356 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Michael J. Blankenship