M&A: GCL Global Holdings Ltd

Form Type: F-4/A

Filing Date: 2024-12-23

Corporate Action: Merger

Type: Update

Accession Number: 000110465924131381

Comments: 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.

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