M&A - RF Acquisition Corp.

Form Type: 425

Filing Date: 2025-02-14

Corporate Action: Merger

Type: New

Accession Number: 000110465925014279

Filing Summary: RF Acquisition Corp. completed a merger on February 13, 2025, as established in a merger agreement dated October 18, 2023. In this transaction, GCL Global merged with Merger Sub 1 with GCL Global becoming a subsidiary of PubCo, while RF Acquisition Corp. merged with Merger Sub 2, also becoming a subsidiary of PubCo. Following the mergers, the ordinary shares of GCL Global were exchanged for newly issued PubCo Ordinary Shares based on a Company Exchange Ratio. Additionally, RFAC Units were separated into shares of RFAC Class A common stock, rights, and warrants. Upon completion, each RFAC Class A common stock was converted to a PubCo Ordinary Share on a one-for-one basis, and the warrants were modified to become warrants of PubCo. Post-merger, PubCo's ordinary shares and warrants commenced trading on Nasdaq under the symbols 'GCL' and 'GCLWW', respectively. Consequently, RF Acquisition Corp. requested the delisting of its securities from Nasdaq, which took effect after trading on February 13, 2025. The document also details the resignation of RFAC's officers and directors effective as of the Closing Date, marking a significant change in control as RFAC became wholly owned by PubCo.

Form Type: 8-K

Filing Date: 2025-02-14

Corporate Action: Merger

Type: New

Accession Number: 000110465925014276

Filing Summary: On February 13, 2025, RF Acquisition Corp. (RFAC) completed its merger with GCL Global Holdings Ltd (PubCo). As per the executed Merger Agreement dated October 18, 2023, GCL Global merged with Merger Sub 1, while RFAC merged with Merger Sub 2, resulting in RFAC becoming a wholly owned subsidiary of PubCo. The merger included significant exchanges of shares and warrants: RFAC units were separated into shares of Class A common stock, rights, and warrants, where each Class A share was exchanged for a PubCo ordinary share. Consequently, PubCo's ordinary shares began trading on Nasdaq under the symbol 'GCL' on February 14, 2025, and the securities of RFAC were delisted from Nasdaq, with the process initiated on February 13, 2025. Additionally, all officers and directors of RFAC resigned following the merger, marking a complete change in control of the company.

Form Type: 425

Filing Date: 2025-02-05

Corporate Action: Merger

Type: New

Accession Number: 000110465925009456

Filing Summary: RF Acquisition Corp. filed a Form 8-K reporting its stockholders' approval of a proposed business combination with GCL Global Holdings Ltd and other entities. This merger is outlined in a Merger Agreement, originally dated October 18, 2023, with several amendments. The filing also details the issuance of $33,025,000 in convertible notes to certain accredited investors, which will automatically convert into shares upon the merger's closing. Challenges are noted regarding the completion of two planned acquisitions and the launch of GCL's technology platform, 'Playcube,' leading to the expectation that prior revenue projections will not be met. GCL has publicly announced its unaudited financial statements for the six months ending September 30, 2024, on the same day as this filing.

Form Type: 8-K

Filing Date: 2025-02-05

Corporate Action: Merger

Type: Update

Accession Number: 000110465925009455

Filing Summary: RF Acquisition Corp. announced shareholder approval of a proposed business combination, as described in a multipart merger agreement dated October 18, 2023. Amendments to this agreement were outlined, and the company's final proxy statement/prospectus was filed with the SEC on December 31, 2024. Additionally, GCL Global Holdings Ltd issued approximately $33,025,000 in convertible notes to investors, set to convert into shares upon the closing of the business combination. Issues arose regarding projected financial outcomes, impacted by delayed financing and the launch of GCL's technology platform, 'Playcube'. These revisions could hinder GCL's anticipated revenue for FY2025. The document disclosed unaudited financial statements for GCL for the six months ending September 30, 2024.

Form Type: 425

Filing Date: 2025-01-23

Corporate Action: Merger

Type: New

Accession Number: 000110465925005687

Filing Summary: RF Acquisition Corp. held a special meeting of stockholders on January 23, 2025, to approve a proposed business combination with GCL Global Holdings Ltd. This was prompted by previously received notices from Nasdaq regarding compliance issues. Following a hearing on December 19, 2024, the Nasdaq Hearings Panel decided to grant continuance of listing, contingent upon compliance with specific rules by March 23, 2025. The special meeting's main agenda was to approve the transactions outlined in the Merger Agreement, which has seen multiple amendments since its initiation. All proposals, including the business combination proposal, governance provisions, Nasdaq approval for share issuance, and the equity incentive plan, received overwhelming approval from majority shareholders, with a significant quorum present. Additionally, stockholders redeemed a portion of Class A common stock before the meeting, resulting in a smaller outstanding share count post-redemption.

Form Type: 8-K

Filing Date: 2025-01-23

Corporate Action: Merger

Type: New

Accession Number: 000110465925005686

Filing Summary: On January 21, 2025, RF Acquisition Corp. received written notice from Nasdaq confirming that the company will retain its listing following a successful appeal for continued listing based on compliance plans submitted during a hearing on December 19, 2024. The appeal was centered on the company’s intended business combination with GCL Global Holdings Ltd. Following this decision, a Special Meeting of stockholders was held on January 23, 2025, where stockholders voted on several proposals related to the business combination. The key proposal to approve the transactions outlined in the Merger Agreement was approved by a significant majority, alongside other governance proposals and an equity incentive plan. A total of 3,877,603 shares or approximately 83.40% of shares eligible to vote were present at the meeting. The company's stockholders exercised their right to redeem shares ahead of the meeting, resulting in 3,126,376 shares remaining outstanding. The Special Meeting concluded with all proposals receiving overwhelming support from the stockholders, indicating a strong endorsement for the merger with GCL Global Holdings.

Form Type: DEFM14A

Filing Date: 2024-12-31

Corporate Action: Merger

Type: New

Accession Number: 000110465924132616

Filing Summary: RF Acquisition Corp. has entered into a definitive merger agreement with GCL Global Holdings Ltd, Grand Centrex Limited, and GCL Global Limited, involving a two-step transaction to merge into a new entity arising from the merger. The board of directors has called a special meeting for shareholders on January 23, 2025, to vote on the proposed merger. The agreement is designed to create a new entity that will trade on Nasdaq under the symbol 'GCL'. The entity is anticipated to issue up to 127,799,369 ordinary shares and warrants as part of the business combination. The merger aims to consolidate RF Acquisition Corp. and its subsidiaries while restructuring certain equity interests, providing a mechanism for shareholder redemptions, and ensuring minimum cash requirements are met prior to consummation.