Tse Meng Ng Form 3 RF Acquisition Corp II / Tse Meng Ng ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Ng Tse Meng

(Last) (First) (Middle)

111 SOMERSET, #05-07

(Street)

SINGAPORE 238164

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/21/2024

3. Issuer Name and Ticker or Trading Symbol
RF Acquisition Corp II [ RFAI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
CEO and Chairman

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares, par value $0.0001 per share	3,230,000	I	see footnote(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Rights	(2)	(2)	Ordinary Shares	17,750	(2)	I	see footnote(2)

Explanation of Responses:

1. Includes 2,875,000 ordinary shares (of which 375,000 ordinary shares are subject to forfeiture based on the underwriters' exercise of their overallotment option) and 355,000 ordinary shares underlying the private placement units, which were sold in a private placement taking place simultaneously with the RF Acquisition Corp II's initial public offering. Alfa 24 Limited is the record holder of the ordinary shares reported herein. Tse Meng Ng is the managing member of Alfa 24 and has sole voting and investment discretion with respect to the ordinary shares held of record by the sponsor. Tse Meng Ng disclaims any beneficial ownership of any ordinary shares held by the sponsor except to the extent of his respective pecuniary interest therein.

2. Includes 355,000 rights underlying the private placement units, which were sold in a private placement taking place simultaneously with the RF Acquisition Corp II's initial public offering. Each right is exchangeable for one twentieth of one ordinary share upon the completion of RF Acquisition Corp II's initial business combination.

	/s/ Tse Meng Ng	05/23/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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