RFAM 10-K & 10-Q changes, risk factors and insider trading
RF Acquisition Corp III (also RFAMR, RFAMU) · Nasdaq · Blank Checks · CIK 2091712 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Comparison not available: Not available: fewer than two 10-K filings on EDGAR to compare..
What changed in the latest 10-Q
Risk Factors
Factors that could cause our actual results to differ materially from those in this Quarterly Report include the risk factors described in our final prospectus for our Initial Public Offering filed with the SEC. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our final prospectus for our Initial Public Offering filed with the SEC.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Recent Development”
New heading “The Business Combination”
New heading “Business Combination Consideration”
New heading “Conditions to Each Party’s Obligations”
Largest changes
“The Business Combination Agreement may be terminated under customary and limited circumstances prior to the closing of the Business Combination, including, but not limited to: (i) by mutual written consent of HCC Healthcare and RFAC III; (ii) by either HCC Healthcare or RFAC III if any governmental authority has enacted, issued, promulgated, enforced or entered any law or governmental order that is then in effect and has the effect of making the Closing illegal or otherwise prevents or prohibits consummation of the Closing, other than any such restraint that is immaterial; …”see in full comparison
“The obligations of RFAC III and HCC Healthcare to consummate the Business Combination are subject to certain closing conditions, including but not limited to: (i) the a registration statement on Form F-4 (the “Registration Statement”) having become effective; (ii) approval by the RFAC III and HCC Healthcare shareholders of the Business Combination and the other transaction proposals having been obtained; (iii) Company Ordinary Shares having been approved for listing on either Nasdaq Stock Market (“Nasdaq”) or the New York Stock Exchange (the “NYSE”) (subject to official notice of issuance); …”see in full comparison
Full comparison: every changed paragraph (22)
References in this report (the “Quarterly Report”) to “we,” “us” “RFAC III” or the “Company” refer to RF Acquisition Corp III References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Alfa 30 Limited. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Recent Development
On July 9, 2026, the Company entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among the Company, HCC Healthcare Pte. Ltd., a Singapore private company limited by shares (“HCC Healthcare”), and HCC Merger Sub Limited, a Cayman Islands exempted company with limited liability and a direct wholly-owned subsidiary of HCC Healthcare (“Merger Sub”).
The Business Combination Agreement and the transactions contemplated thereby were approved by the boards of directors of the Company, HCC Healthcare and Merger Sub.
The Business Combination
The Business Combination Agreement provides for, among other things, the following transactions: (i) immediately prior to the closing of the transactions contemplated in the Business Combination Agreement (the “Closing”), HCC Healthcare will effect a recapitalization (the “Recapitalization”) converting each ordinary share of HCC Healthcare (each, a “Company Ordinary Share”) into such number of Company Ordinary Shares, such that following the Recapitalization each Company Ordinary Share shall be valued at $10.00 per share based on a $500,000,000 total equity value on a fully-diluted basis; and (ii) following the Recapitalization, RFAC III will merge with and into Merger Sub (the “Merger”), with Merger Sub surviving the Merger and continuing as a direct wholly-owned subsidiary of HCC Healthcare.
Business Combination Consideration
In accordance with the terms and subject to the conditions of the Business Combination Agreement, (i) each issued and outstanding ordinary share of the Company (the “Acquiror Ordinary Share”) will automatically be cancelled and converted into such one newly issued Company Ordinary Share as determined in accordance with the terms of the Business Combination Agreement, (ii) each outstanding right of the Company (the “Acquiror Right”) will cease to be a right with respect to Acquiror Ordinary Shares and will be exchanged for one-tenth (1/10th) of one Company Ordinary Share, and (iii) each share of Merger Sub issued and outstanding will remain outstanding as shares of Merger Sub which will be a direct wholly-owned subsidiary of HCC Healthcare.
Conditions to Each Party’s Obligations
The obligations of RFAC III and HCC Healthcare to consummate the Business Combination are subject to certain closing conditions, including but not limited to: (i) the a registration statement on Form F-4 (the “Registration Statement”) having become effective; (ii) approval by the RFAC III and HCC Healthcare shareholders of the Business Combination and the other transaction proposals having been obtained; (iii) Company Ordinary Shares having been approved for listing on either Nasdaq Stock Market (“Nasdaq”) or the New York Stock Exchange (the “NYSE”) (subject to official notice of issuance); (iv) the accuracy of representations and warranties to various standards, from de minimis to material adverse effect; (v) material compliance with pre-closing covenants; (vi) the bring-down to closing of a representation that no material adverse effect has occurred (both for RFAC III and HCC Healthcare); and (vii) the absence of a legal prohibition on consummating the Business Combination.
Termination
The Business Combination Agreement may be terminated under customary and limited circumstances prior to the closing of the Business Combination, including, but not limited to: (i) by mutual written consent of HCC Healthcare and RFAC III; (ii) by either HCC Healthcare or RFAC III if any governmental authority has enacted, issued, promulgated, enforced or entered any law or governmental order that is then in effect and has the effect of making the Closing illegal or otherwise prevents or prohibits consummation of the Closing, other than any such restraint that is immaterial; (iii) by HCC Healthcare if RFAC III’s shareholder approval of the Business Combination has not been obtained by reason of the failure to obtain the required vote at the RFAC III shareholders’ meeting duly convened therefor or at any adjournment or postponement thereof; (iv) by HCC Healthcare if RFAC III’s board of directors has publicly announced its proposal to, or has publicly announced its resolution to, withhold or withdraw, or to qualify, amend or modify in a manner detrimental to obtaining RFAC III shareholder approval; (v) by RFAC III, prior to the Closing and by written notice to HCC Healthcare, if (a) there is any breach of any representation, warranty, covenant or agreement on the part of HCC Healthcare or Merger Sub set forth in the Business Combination Agreement such that the conditions to closing would not be satisfied at the Closing (subject to a cure period of up to forty-five (45) days if such breach is curable and HCC Healthcare is using its reasonable best efforts to cure), or (b) the Closing has not occurred on or before the date falling 270 days after the date of the Business Combination Agreement, unless RFAC III is in material breach of the Business Combination Agreement; (vi) by RFAC III, if shareholder approval has not been obtained by HCC Healthcare within thirty-five (35) business days after the Registration Statement has been declared effective by the U.S. Securities and Exchange Commission (the “SEC”); or (vii) by HCC Healthcare, prior to the Closing and by written notice to RFAC III, if (a) there is any breach of any representation, warranty, covenant or agreement on the part of RFAC III set forth in the Business Combination Agreement such that the conditions to closing would not be satisfied at the Closing (subject to a cure period of up to thirty (30) days if such breach is curable and RFAC III is using its reasonable best efforts to cure), or (b) provided HCC Healthcare has delivered the required audited and interim financial statements, if the Closing has not occurred on or before the Agreement End Date, unless HCC Healthcare is in material breach of the Business Combination Agreement.
We have neither engaged in any operations nor generated any revenues to date. Our only activities from September 15, 2025 (inception) through MarchJune 31,30, 2026 were organizational activities and those necessary to prepare for the Initial Public Offering, described below, and, after our Initial Public Offering, identifying a target company and negotiating for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. Subsequent to the Initial Public Offering, we generate non-operating income in the form of interest income on cash held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
For the three months ended MarchJune 31,30, 2026, we had a net income of $725,986,$566,737, which consisted of change on fair value of over-allotment liability of $422,000 and interest earned on cash held in Trust Account of $403,232,$870,264, partially offset by general and administrative costs of $99,246.$303,527.
For the sixnine months ended MarchJune 31,30, 2026, we had a net income of $673,033,$1,239,770, which consisted of change on fair value of over-allotment liability of $422,000 and interest earned on cash held in Trust Account of $403,232,$1,273,496, partially offset by general and administrative costs of $152,199.$455,726.
For the sixnine months ended MarchJune 31,30, 2026, cash used in operating activities was $168,184.$209,974. Net income of $673,033$1,239,770 was affected by change in fair value of over-allotment liability of $422,000 and interest earned on cash held in Trust Account of $403,232.$1,273,496. Changes in operating assets and liabilities usedprovided $15,985$245,752 of cash infor operating activities.
As of MarchJune 31,30, 2026, we had cash held in Trust Account of $100,403,232.$101,273,496. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of any permitted withdrawals and excluding deferred underwriting commissions), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
As of MarchJune 31,30, 2026, we had cash of $933,390.$891,600. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.
WeIn doconnection not believe we will need to raise additional funds in order to meetwith the expenditures requirednegotiation for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination areas lessdescribed than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover,above, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our public shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.
We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of MarchJune 31,30, 2026.
The Company entered into an agreement with the Sponsor commencing on February 12, 2026 through the earlier of the Company’s consummation of initial Business Combination and its liquidation, to pay an aggregate of $10,000 per month for office space, utilities, and secretarial and administrative support services. AsFor ofthe Marchthree 31,and nine months ended June 30, 2026, $16,701$30,000 and $46,071, respectively, amounts were incurred under this agreement.
The preparation of the unaudited condensed financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements, and income and expenses during the periods reported. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could materially differ from those estimates. As of MarchJune 31,30, 2026, we did not have any critical accounting estimates to be disclosed.
RFAM insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding RFAM (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Two Sigma Investments | 2026-06-30 | 181,250 | $1.8M | 0.0% | No change |