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RFAC III signs BCA with HCC Healthcare; $500mm equity value; rights 1/10 into co shares

2026-07-10 · RF Acquisition Corp III

RF Acquisition Corp III filed an 8-K for event date July 9, 2026, reporting entry into a Business Combination Agreement with HCC Healthcare Pte. Ltd. (Singapore) and HCC Merger Sub Limited, a Cayman wholly owned subsidiary of HCC Healthcare. Boards of RFAC III, HCC Healthcare, and Merger Sub approved the deal. A joint press release is furnished as Exhibit 99.1; the BCA is Exhibit 2.1. Structure: immediately before Closing, HCC Healthcare will recapitalize so each Company Ordinary Share is valued at $10.00 on a $500,000,000 fully diluted equity value. RFAC III then merges into Merger Sub, with Merger Sub surviving as a direct wholly owned subsidiary of HCC Healthcare (HCC Healthcare as parent issuer). Consideration: each issued RFAC III ordinary share cancels into one newly issued Company Ordinary Share per the BCA; each outstanding RFAC III right ceases and exchanges for one-tenth (1/10) of one Company Ordinary Share; Merger Sub shares remain outstanding under HCC Healthcare. Post-close board is seven directors—six designated by HCC Healthcare, one by Alfa 30 Limited (Founder). Ancillary agreements signed concurrently: Company Holders’ Support and Lock-Up (vote for deal; lock-up up to six months post-Closing for certain holders); Founder’s Support and Lock-Up (Alfa 30 Limited vote/quorum and up to six-month lock-up on merger shares); form Registration Rights Agreement at Closing with Founder, EarlyBirdCapital, founder equityholders, and certain HCC holders (F-1/F-3 resale, demand/piggyback). Close-path (Pulse): path is open but conditional—Registration Statement (intended Form F-4) effective, RFAC III and HCC shareholder approvals, Company Ordinary Shares approved for Nasdaq or NYSE listing, bring-down reps/covenants, no MAE, no legal prohibition. Outside date mechanics include Closing not occurred by 270 days after BCA date (RFAC III termination right, subject to its material breach) and HCC shareholder approval within 35 business days after F-4 effectiveness. Cash (V): filing does not state trust balance, redemption tender figures, PIPE/backstop size, or a quantified minimum-cash closing condition; redemptions remain a stated risk factor only. What the filing does not say: no definitive close date, no named successor ticker, no audited target financials in the 8-K body, no sponsor promote waiver economics beyond lock-up/support, and no quantification of expected cash to the combined company after redemptions. Parties intend to file the F-4 proxy/prospectus; until effectiveness and the shareholder vote, the deal is announced DA only.

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