8-K: Nanyang Biologics to Go Public in $1.5B SPAC Deal

AI drug discovery pioneer Nanyang Biologics Pte. Ltd. will merge with RF Acquisition Corp II in a $1.5 billion transaction to become a Nasdaq-listed company.

Summary

• RF Acquisition Corp II (RFAC II) entered into a Business Combination Agreement with NYB Holdings Limited (PubCo), NYB Pte. Ltd. (Amalgamation Sub), and Nanyang Biologics Pte. Ltd. (Nanyang) on October 2, 2025.
• The transaction involves RFAC II merging into PubCo, and Amalgamation Sub amalgamating with Nanyang, with Nanyang becoming a wholly-owned subsidiary of PubCo.
• The combined entity, PubCo, is expected to be listed on Nasdaq under the reserved ticker symbol NYB.
• The proposed transaction values Nanyang at approximately $1.5 billion in pre-transaction equity value.
• Nanyang's existing shareholders, including The9 Limited and Mercatus Capital, will roll over 100% of their equity and retain a majority stake in the combined company.
• The combined company's board of directors will comprise seven members, with six designated by Nanyang and one by RFAC II's Sponsor.
• The closing is expected in the first or second quarter of 2026, subject to shareholder approvals and customary closing conditions.

Sentiment

Score: 8

Explanation: The filing announces a definitive business combination with a significant valuation for Nanyang Biologics, highlighting its advanced AI drug discovery platform, strong patent portfolio, and promising drug pipeline. Management commentary is highly optimistic, and strategic collaborations are in place. While standard risks are disclosed, the overall tone and content are very positive regarding the company's future prospects and the transaction's strategic value.

Positives

• Nanyang Biologics operates an industry-recognized AI Drug Discovery Platform, Vecura AI, powered by its proprietary DTIGN engine.
• The DTIGN engine outperformed competitors by 27% in benchmarking tests and won 1st Prize at the SuperAI Genesis Startup Competition 2025.
• Nanyang has a pioneering collaboration with Nanyang Technological University Singapore (NTU) for AI-driven drug discovery and natural compound research.
• The company holds a growing portfolio of patents across its drug-candidate pipeline and proprietary nutraceuticals.
• Nanyang's lead candidate, NB-A002, is a first-in-class oncology therapy targeting the previously undruggable ILF2 protein, with potential for HRD cancers.
• The global DNA Damage Response (DDR) therapy market is projected to grow from $8.3 billion to $19.5 billion by the mid-2030s, indicating significant market opportunity for NB-A002.
• Nanyang's pipeline includes other nature-inspired small molecules (NB-B101 for solid tumors, NB-C201 for cardiovascular health, NB-C301 for mental health) progressing through preclinical stages.
• Nanyang has received a clinical trial invitation for NB-A002 from the head of oncology at one of the world's top universities.

Risks

• Changes in domestic and foreign business, market, financial, political, and legal conditions.
• Uncertainty regarding the timing and structure of the Business Combination.
• Inability of parties to successfully or timely consummate the Business Combination, including due to regulatory approvals or shareholder non-approval.
• Risk that the Business Combination disrupts current plans and operations of RFAC II or Nanyang.
• Nanyang's ability to grow and manage growth profitably and retain key employees, including its chief executive officer and executive team.
• Inability to obtain or maintain the listing of the post-acquisition company's securities on Nasdaq or NYSE.
• Failure to realize the anticipated benefits of the Business Combination.
• Uncertainty of projected financial information with respect to Nanyang.
• Amount of redemption requests by RFAC II's shareholders and the amount of funds available in the RFAC II trust account.
• Nanyang's ability to attract new and retain existing customers in a cost-effective manner.
• Competitive pressures in and any disruption to the industry in which Nanyang and its subsidiaries operate.
• Nanyang's ability to achieve profitability despite a history of losses.
• Nanyang's ability to implement its growth strategies and manage its growth.
• Fluctuations in foreign currency exchange rates.
• Nanyang's ability to raise capital.
• Impact of the COVID-19 pandemic on Nanyang's business.
• Potential and future litigation that Nanyang may be involved in.
• Unanticipated losses, write-downs or write-offs, restructuring and impairment or other charges, taxes or other liabilities that may be incurred or required subsequent to, or in connection with, the consummation of the Business Combination.
• Technological advancements in Nanyang's industry.

Future Outlook

The combined company aims to accelerate the discovery of more effective drug molecules and identify active ingredients from natural sources for use in both pharmaceuticals and traditional medicine. Nanyang's lead candidate, NB-A002, is positioned to address massive unmet demand in oncology, with the global DDR therapy market expected to reach $19.5 billion by the mid-2030s. The collaboration with NTU is designed to advance Nanyang's pipeline across oncology, cardiovascular, metabolic, and mental health, supporting its vision of extending human longevity.

Management Comments

• "We are thrilled to partner with Roland, Professor Li, and the NYB team at this pivotal moment in their growth journey. NYB has built a truly differentiated AI-powered drug discovery platform, combining world-class research capabilities with a strong pipeline of therapeutic candidates. We believe NYB is uniquely positioned to transform the future of medicine by addressing areas of high unmet medical need. This transaction reflects our confidence in NYB’s ability to create lasting value for patients, shareholders, and the broader healthcare ecosystem. We look forward to supporting the Company as it enters the public markets and executes on its vision of reshaping healthcare through innovation." Tse Meng Ng, Chairman and CEO of RF Acquisition Corp II.
• "We are delighted to announce our business combination with RF Acquisition Corp II, marking an important milestone in NYB’s journey. AI-driven drug discovery is breaking through barriers that have long hindered the advancement of medicine, significantly reducing R&D time and costs while opening new opportunities for humanity to pursue longevity. Our proprietary DTIGN platform has mapped vast numbers of natural compounds and identified promising candidates, strengthening the feasibility of a new era of drug development. On top of that, our lead molecule NB-A002 introduces a novel approach to treating solid tumors, and we are honored to have received a clinical trial invitation from the head of oncology at one of the world’s top universities. At the same time, our pioneering collaboration with NTU continues to propel us forward, building the next generation of AI engines and expanding discovery into biologics and other modalities. Together, these achievements affirm our vision of reshaping healthcare through innovation." Roland Ong, Group Chairman of Nanyang Biologics.

Industry Context

This transaction highlights the growing trend of integrating artificial intelligence with biotechnology for drug discovery, aiming to accelerate R&D and reduce costs. Nanyang Biologics' focus on natural compounds also aligns with a broader interest in traditional medicine and nutraceuticals. The company's strategic collaborations with technology leaders like NVIDIA, HPE, and Equinix, and research institutions like NTU, reflect the capital-intensive and interdisciplinary nature of modern drug development, where technological partnerships are crucial for competitive advantage. The focus on the DDR therapy market, projected for significant growth, positions Nanyang within a high-demand segment of oncology.

Comparison to Industry Standards

• Nanyang Biologics' proprietary DTIGN engine outperformed competitors by 27% in benchmarking tests, as published in the IEEE magazine.
• The DTIGN engine was awarded 1st Prize at the SuperAI Genesis Startup Competition 2025 among over 700 global startups.
• Nanyang Technological University Singapore (NTU), a key collaborator, is ranked 2nd worldwide for AI by the U.S. News & World Report 2025.
• NB-A002 is presented as a 'superior alternative to PARP inhibitors' for HRD cancers, including BRCA-mutated and BRCAness tumors.

Management Changes

Corporate Governance

Legal Proceedings

• The filing mentions 'potential and future litigation that the Group may be involved in' as a general risk factor.

Related Party Transactions

• Certain Nanyang shareholders, including The9 Limited and Mercatus Capital, are rolling over 100% of their equity and retaining a majority of the combined company's outstanding shares.
• Alfa 24 Limited (Founder) is a party to the Founders Support and Lock-Up Agreement and will designate one director to PubCo's board.
• Working Capital Loans from Founder, an Affiliate of Founder, or Acquiror's officers/directors are mentioned as potential Acquiror Transaction Expenses.
• All Related Party Agreements listed in Section 8.4 of the Company Disclosure Letter (not provided in the filing) are to be terminated or settled at or prior to the Amalgamation Closing without further liability, except as otherwise specified.
• Sponsor Affiliate Agreements (between Acquiror and Sponsor/Affiliates) are to be terminated at the Amalgamation Effective Time, with specific exceptions for Transaction Documents, the Sponsor Letter Agreement, and indemnification/expense agreements.

Stakeholder Impact

• Shareholders of RFAC II will exchange their shares for PubCo Shares and vote on the transaction, with public shareholders having redemption rights.
• Shareholders of Nanyang Biologics will convert their shares into PubCo Shares, retaining a majority stake and designating a majority of the board, ensuring continuity of strategic direction.
• Employees of Nanyang Biologics will transition to the combined company, with an equity incentive plan to be adopted to attract and retain talent, though Nanyang's ability to retain key employees is noted as a risk.
• Customers and suppliers may experience impacts from the transaction announcement, and Nanyang's ability to attract and retain customers is a risk factor.
• Investment professionals and regulatory authorities will use the detailed disclosures for analysis and oversight of the transaction and the combined entity.

Next Steps

• PubCo to file a registration statement on Form F-4 with the SEC, including a proxy statement for RFAC II shareholders and a prospectus for Nanyang shareholders.
• RFAC II shareholders to vote on the Business Combination and other transaction proposals at a special meeting.
• Nanyang shareholders to approve the Business Combination and Amalgamation.
• PubCo Shares to be approved for listing on Nasdaq or NYSE, subject to official notice of issuance.
• The Business Combination is expected to close in the first or second quarter of 2026.
• PubCo to adopt an equity incentive plan on the Amalgamation Closing Date.
• PubCo to enter into customary indemnification agreements with post-Amalgamation Closing directors and officers.

Key Dates

Recommendation

The business combination with Nanyang Biologics, valued at $1.5 billion, positions the combined entity in the rapidly growing AI-driven drug discovery and biotechnology sector. Nanyang's proprietary DTIGN AI platform has demonstrated superior performance in benchmarking tests and won a prestigious competition, indicating a strong technological edge. The lead oncology candidate, NB-A002, targets a previously undruggable protein in a market projected to more than double by the mid-2030s, offering a potentially superior alternative to existing therapies. Strategic collaborations with Nanyang Technological University and technology leaders further enhance its R&D capabilities. The retention of Nanyang's existing shareholders and management, coupled with a clear vision for accelerating drug discovery and extending human longevity, suggests strong confidence and continuity. While risks inherent in drug development exist, the innovative platform, promising pipeline, and significant market opportunity make this a compelling investment.

Keywords

Nanyang Biologics, RF Acquisition Corp II, SPAC, Business Combination, AI Drug Discovery, Biotechnology, Nasdaq Listing, NB-A002, DDR Therapy, ILF2, Oncology, DTIGN, Artificial Intelligence, Natural Compounds, NTU Collaboration, Pharmaceuticals, Functional Foods, Personalized Healthcare