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RF Acquisition Corp III 2026年季度报告

2026-03-13 美股财报 丁叮叮叮
报告封面

Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒No☐ As of March 12, 2026, there were 13,933,333 ordinary shares, par value $0.0001 per share, of the registrant issued and outstanding. TABLE OF CONTENTS PART I - FINANCIAL INFORMATION RF ACQUISITION CORP IIICONDENSED STATEMENT OF OPERATIONS (1)Excludes up to 500,000 ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by theunderwriters. On February 19, 2026, the underwriters elected to forfeit their over-allotment option to purchase up to an additional NOTE 1 — ORGANIZATION AND BUSINESS OPERATIONS RF Acquisition Corp III (the “Company”) is a Cayman Islands exempted company formed for the purpose of effecting a merger, shareexchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (a “BusinessCombination”). The Company intends to pursue a Business Combination with a target in any industry that can benefit from theexpertise and capabilities of the Company’s management team. While the Company’s efforts in identifying prospective target As of December31, 2025, the Company had not commenced any operations. All activity for the period from September15, 2025(inception) through December31, 2025 relates to the Company’s formation and the initial public offering (the “Initial PublicOffering”), which is described below. The Company will not generate any operating revenues until after the completion of an initial The registration statement for the Company’s Initial Public Offering was declared effective on January30, 2026. On February17,2026, the Company consummated the Initial Public Offering of 10,000,000 units (the “Units” and, with respect to the ordinary sharesincluded in the Units being offered, the “Public Shares”) at $10.00 per Unit, generating gross proceeds of $100,000,000. Each Unit Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 350,000 units (the “PrivatePlacement Units”) at a price of $10.00 per Private Placement Unit, in a private placement to the Company’s sponsor, Alfa 30 Limited(the “Sponsor”) and EarlyBirdCapital, Inc., the representative of the underwriters in the Initial Public Offering (“EBC”), at a price of$10.00 per Private Placement Unit, generating gross proceeds of $3,500,000. Of the 350,000 Private Placement Units, the Sponsor andits designees purchased 250,000 Private Placement Units and EBC purchased 100,000 Private Placement Units. Each Private Transaction costs amounted to $4,708,386, consisting of $2,000,000 of cash underwriting fee, fair value of EBC founder shares of$501,500, fair value of Founder Shares transferred to third-party designees of $1,747,800, and $458,086 of other offering costs. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial PublicOffering and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generallytoward consummating a Business Combination. Pursuant to applicable stock exchange listing rules, the Company’s initial BusinessCombination must be with one or more businesses or assets with a fair market value equal to at least 80% of the assets held in theTrust Account (as defined below) (excluding income interest earned on the Trust Account and released to the Company to pay taxes). NOTE 1 — ORGANIZATION AND BUSINESS OPERATIONS(cont.) Following the closing of the Initial Public Offering, on February17, 2026, an amount of $100,000,000 ($10.00 per Unit) from the netproceeds of the sale of the Units and the Private Placement Units was placed in the trust account (the “Trust Account”), located in theUnited States, with Continental Stock Transfer & Trust Compan