RF Acquisition Corp. filed SEC Form 8-K: Termination of a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Material Modification to Rights of Security Holders, Changes in Control of Registrant, Leadership Update, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Introductory Note.
As previously disclosed, RF Acquisition Corp., a Delaware corporation (“RFAC”) entered into an agreement and plan of merger dated October 18, 2023 (as amended on December 1, 2023, December 15, 2023, January 31, 2024, and September 30, 2024, and as may be further amended, supplemented or otherwise modified from time to time, the “Merger Agreement”) with GCL Global Holdings Ltd, a Cayman Islands exempted company limited by shares (“PubCo”), Grand Centrex Limited, a British Virgin Islands business company (“GCL BVI”), GCL Global Limited, a Cayman Islands exempted company limited by shares (“GCL Global”), and, for the limited purposes set forth therein, RF Dynamic LLC, a Delaware limited liability company (the “Sponsor”).
On February 13, 2025 (the “Closing Date”), as contemplated by the Merger Agreement (a) GCL Global merged with Merger Sub 1, with GCL Global surviving the merger as a wholly owned subsidiary of PubCo, and (b) RFAC merged with Merger Sub 2, with RFAC surviving the merger as a wholly owned subsidiary of PubCo. As further contemplated by the Merger Agreement (1) at the Initial Merger Effective Time, by virtue of the Initial Merger, each ordinary share of GCL Global was automatically cancelled and exchanged for the right to receive such number of newly issued ordinary shares of PubCo (the “PubCo Ordinary Shares”) equal to the Company Exchange Ratio (the “Merger Consideration Shares”), (2) at the SPAC Merger Effective Time, each unit of RFAC (“RFAC Unit”) was separated into (a) one share of RFAC Class A common stock (“RFAC Class A Common Stock”), (b) one right (“RFAC Right”), and (c) one warrant (“RFAC Warrant”) entitling a holder to purchase one share of RFAC Class A Common Stock for $11.50 per share, (3) at the SPAC Merger Effective Time, immediately after the separation of each RFAC Unit, each holder of 10 or more RFAC Rights received one share of RFAC Class A Common Stock for each 10 such RFAC Rights, (4) at the SPAC Merger Effective Time, immediately following the separation of each RFAC Unit, each RFAC Class A Common Stock was cancelled and exchanged for a PubCo Ordinary Share, on a one-for-one basis, and (5) at the SPAC Merger Effective Time, each public and private warrant of RFAC was automatically modified to a public warrant of PubCo (“PubCo Public Warrant”) and a private warrant of PubCo (“PubCo Private Warrant,” collectively, the “PubCo Warrants”) each entitling each holder to acquire PubCo Ordinary Shares (subject to any restrictions or legends noted therein) for $11.50 per share.
On February 14, 2025, PubCo’s ordinary shares began trading on the Nasdaq Global Market Select under the symbol “GCL” and PubCo’s warrants began trading on the Nasdaq Capital Market under the symbol “GCLWW.”
The description of the Merger Agreement contained in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by the text of the Merger Agreement, including any amendments. The Merger Agreement and the amendments thereto were filed as Exhibits 2.1 to RFAC’s Current Reports on Form 8-K filed on October 23, 2023, December 7, 2023, December 18, 2023, February 2, 2024, and October 2, 2024, and are incorporated by reference herein. Capitalized terms used, but not defined herein, shall have the same definition as disclosed in the Merger Agreement.
Item 1.02. Termination of a Material Definitive Agreement.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.
On the Closing Date, in connection with the consummation of the Mergers, RFAC terminated, in accordance with its terms, that certain Investment Management Trust Agreement, between RFAC and Continental Stock Transfer & Trust Company (“Continental”), pursuant to which Continental invested the proceeds of RFAC’s initial public offering in a trust account.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note and Item 1.02 of this Current Report on Form 8-K is incorporated by reference herein.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.
In connection with the consummation of the Mergers, on the Closing Date, RFAC notified the Nasdaq Stock Market LLC (“Nasdaq”) that the Mergers had become effective and that RFAC’s outstanding securities had been converted into Pubco Ordinary Shares and PubCo Warrants. RFAC requested that Nasdaq delist the RFAC Class A Common Stock, RFAC Warrants, RFAC Rights, and RFAC Units and, as a result, trading of the securities on Nasdaq was suspended at approximately 5:00 p.m. on February 13, 2025. On February 13, 2025, Nasdaq, on behalf of RFAC, filed a notification of removal from listing and registration on Form 25, thereby commencing the process of delisting the RFAC Class A Common Stock, RFAC Warrants, RFAC Rights, and RFAC Units from Nasdaq and deregistering the securities under Section 12(g) of the Securities Exchange Act of 1934, as amended.
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note and Item 2.01 and Item 3.01 above and Item 5.01 below of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 5.01. Changes in Control of Registrant.
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
As a result of the consummation of the Mergers, a change in control of RFAC occurred. Following the consummation of the Mergers, RFAC became a wholly owned subsidiary of Pubco.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.
In accordance with the terms of the Merger Agreement, and effective as of the Closing Date, each of RFAC’s officers and directors resigned as a member of RFAC’s board of directors and/or from each officer position previously held, as applicable. These resignations were not a result of any disagreement between RFAC and the officers and directors on any matter relating to RFAC’s operations, policies or practices.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
| * | Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). RFAC agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| RF ACQUISITION CORP. | ||
| By: | /s/ Tse Meng Ng | |
| Name: | Tse Meng Ng | |
| Title: | Chief Executive Officer | |
| Date: February 14, 2025 | ||