M&A - GCL Global Holdings Ltd

Form Type: 20-F

Filing Date: 2025-02-26

Corporate Action: Merger

Type: Update

Accession Number: 000121390025017448

Filing Summary: On February 13, 2025, GCL Global Holdings Ltd. completed a significant merger transaction following the agreement and plan of merger dated October 18, 2023. The merger involved GCL Global and RF Acquisition Corp., leading to GCL Global becoming a wholly-owned subsidiary of GCL Global Holdings. The merger resulted in the automatic cancellation of all GCL Global securities, with shareholders entitled to newly issued shares of GCL Global Holdings. As part of this business combination, RF Acquisition Corp. also merged, becoming a subsidiary of GCL Global Holdings. The organizational changes have altered the capital structure, with a new issuance of ordinary shares reflecting these transactions. Additionally, the report clarifies that mistakes were made in previous filings, including an incorrect registration statement, which has since been corrected. Further details on share capital and trading symbols on Nasdaq are provided, highlighting the new equity structure following the merger and ongoing compliance with SEC regulations.

Form Type: 20FR12B

Filing Date: 2025-02-20

Corporate Action: Merger

Type: New

Accession Number: 000121390025015736

Filing Summary: On February 13, 2025, GCL Global Holdings Ltd. completed a Business Combination involving a merger agreement initially formed on October 18, 2023, with multiple parties including RF Acquisition Corp and GCL Global Limited. As part of the transaction, GCL Global became a wholly-owned subsidiary of GCL Holdings, with GCL’s existing securities canceled in exchange for newly issued shares in GCL. Additionally, RF Acquisition Corp merged with GCL, creating a single unified company under the new structure, where RFAC also became a subsidiary of GCL. The overall effect of the transaction results in a significant shift in the company’s operational structure, allowing it to consolidate its market positioning following the mergers. The transaction necessitated the issuance of ordinary shares and warrants, continuing GCL’s operational integration post-merger.

Form Type: F-4/A

Filing Date: 2024-12-23

Corporate Action: Merger

Type: Update

Accession Number: 000110465924131381

Filing Summary: On December 23, 2024, GCL Global Holdings Ltd filed an amendment to its registration statement (Form F-4/A) with the SEC, updating details related to its proposed merger with RF Acquisition Corp. and related entities. This filing outlines the terms of the merger agreement, which was first entered into on October 18, 2023. The business combination involves an Initial Merger and a SPAC Merger, where GCL Global Holdings Ltd will effectively replace RF Acquisition Corp. as the public entity following the completion of the mergers. The document also details the restructuring of GCL's subsidiaries, which will result in GCL Global being a wholly owned subsidiary of PubCo. The filing indicates a plan to issue up to 127,799,369 ordinary shares and 16,500,000 warrants as part of this transaction. It notes the expected timeline for the public sale of shares upon the effectiveness of the registration statement. Additionally, there are disclosure requirements for advisors and lawyers involved, and stipulations regarding shareholder votes and the need for transaction financing. Customary closing conditions are also discussed, including a minimum cash condition required at the closing of the business combination.