UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT
OF 1934
Date of Report (Date of earliest event
reported): January 21, 2025
RF ACQUISITION CORP.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
001-41332 |
|
61-1991323 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
111 Somerset, #05-06
Singapore 238164
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: +65 6904 0766
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| x |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading
Symbol(s) |
|
Name of each
exchange on which
registered |
| Units, each consisting of one share of Class A Common Stock, one redeemable warrant, and one right to receive one-tenth of one share of Class A Common Stock |
|
RFACU |
|
The Nasdaq Stock Market LLC |
| |
|
|
|
|
| Share of Class A Common Stock, par value $0.0001 per share |
|
RFAC |
|
The Nasdaq Stock Market LLC |
| |
|
|
|
|
| Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share |
|
RFACW |
|
The Nasdaq Stock Market LLC |
| |
|
|
|
|
| Rights, each right receives one-tenth of one share of Class A Common Stock |
|
RFACR |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
x
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing
Nasdaq Hearings Panel Decision
As previously disclosed on the Form 8-K filed
on November 4, 2024 with the Securities and Exchange Commission, RF Acquisition Corp., a Delaware corporation (the “Company”),
received written notice from the listing qualifications department of The Nasdaq Stock Market LLC (“Nasdaq”)
on October 30, 2024, stating that the Company had not regained compliance with Nasdaq Listing Rule 5450(a)(2) within the
180 calendar day compliance period. Subsequently, the Company appealed this determination and requested a hearing to the Nasdaq Hearings
Panel (the “Panel”). On November 6, 2024, Nasdaq granted the Company a hearing on December 19, 2024
with the Panel.
At the hearing on December 19, 2024, the
Company presented its compliance plan to the Panel, detailing that the Company plans to cure its listing deficiency by completing a business
combination with GCL Global Holdings Ltd. Subsequently, on January 21, 2025, the Company received a written notice from Nasdaq stating
that, based on the information presented at the hearing, the Panel has determined to grant the Company’s request for continued listing
on Nasdaq, subject to the Company demonstrating compliance with Listing Rule 5405 on or before March 23, 2025.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On January 23, 2025, the Company held a special
meeting of stockholders (the “Special Meeting”) in connection with the proposed business combination (the “Business
Combination”) as described in (i) the agreement and plan of merger, dated as of October 18, 2023 (as amended on December
1, 2023 by the First Amendment to Merger Agreement, December 15, 2023 by the Second Amendment to Merger Agreement, January 31, 2024 by
the Third Amendment to Merger Agreement, and September 30, 2024 by the Fourth Amendment to Merger Agreement, and as may be further amended,
supplemented, or otherwise modified from time to time, the “Merger Agreement”),
by and among the Company, GCL Global Holdings Ltd., a Cayman Islands exempted company limited by shares (“PubCo”),
Grand Centrex Limited, a British Virgin Islands business company, GCL Global Limited, a Cayman Islands exempted company limited by shares,
and, for the limited purposes set forth therein, RF Dynamic LLC, a Delaware limited liability company, and (ii) the Company’s final
proxy statement/prospectus filed with the Securities and Exchange Commission (the “SEC”) on December 31, 2024
(the “Definitive Proxy Statement/Prospectus”) and mailed on or about December 31, 2024 to the stockholders
of record.
Each proposal (individually a “Proposal”
and, collectively, the “Proposals”) voted upon at the Special Meeting and the final voting results are indicated
below. Each Proposal voted on at the Special Meeting is described in detail in the Definitive Proxy Statement/Prospectus.
As of the close of business on December 23, 2024,
the record date for the Special Meeting, there were approximately 4,649,349 shares of RFAC Common Stock issued and outstanding and entitled
to vote at the Special Meeting.
A total of 3,877,603 shares, representing approximately
83.40% of the shares entitled to vote, was present in person or by proxy, at the Special Meeting, constituting a quorum. Capitalized terms
used herein that are not otherwise defined have the meaning set forth in the Definitive Proxy Statement/Prospectus.
Proposal No. 1 – Business Combination
Proposal
To (a) approve the transactions contemplated under
the Merger Agreement and (b) to adopt and approve the Business Combination and any other transactions contemplated in the Merger Agreement.
The Business Combination Proposal was approved and received the following votes:
| For |
Against |
Abstain |
| 3,874,618 |
2,985 |
0 |
Proposal No. 2 – The Advisory Governance
Proposals
To consider and vote upon four separate proposals
to approve, on a non-binding advisory basis, certain governance provisions in the amended and restated memorandum and articles of association
of PubCo (the “PubCo Charter”) upon completion of the Business Combination, specifically:
| |
a. |
To consider and vote for the governance provision in the PubCo Charter providing authorized capital share of PubCo to be US $50,000 divided into 500,000,000 shares, par value $0.0001 per share, the votes were as follows: |
| For |
Against |
Abstain |
| 3,874,618 |
2,985 |
0 |
| |
b. |
To consider and vote for the governance provision in the PubCo Charter providing for PubCo to have only one class of ordinary shares, the votes were as follows: |
| For |
Against |
Abstain |
| 3,874,618 |
2,985 |
0 |
| |
c. |
To consider and vote for the governance provision in the PubCo Charter removing any blank check company provisions, the votes were as follows: |
| For |
Against |
Abstain |
| 3,874,618 |
2,985 |
0 |
| |
d. |
To consider and vote for the governance provision in the PubCo Charter permitting (a) any director to be removed, with or without cause, by an ordinary resolution, and (b) directors to also be removed by notice in writing signed by not less than three-fourths of all the directors in number and to cease to hold office in any other manner provided for in the PubCo Charter, the votes were as follows: |
| For |
Against |
Abstain |
| 3,874,618 |
2,985 |
0 |
Proposal No. 3 – The Nasdaq Proposal
To consider and vote upon a proposal to approve,
for purposes of complying with Nasdaq Listing Rule 5635, the issuance of PubCo ordinary shares in connection with the Business Combination.
The Nasdaq Proposal was approved and received the following votes:
| For |
Against |
Abstain |
| 3,874,618 |
2,985 |
0 |
Proposal No. 4 -The Incentive Plan Proposal
To consider and vote upon a proposal to approve
the PubCo Equity Incentive Plan, a copy of which is attached to the Definitive Proxy Statement/Prospectus as Annex C. The Incentive Plan
Proposal was approved and received the following votes:
| For |
Against |
Abstain |
| 3,873,518 |
4,085 |
0 |
Proposal No. 5 – The Adjournment Proposal
To consider and approve, if presented, a proposal
to adjourn the Special Meeting to a later date or dates in the event that there are insufficient votes for, or otherwise in connection
with, the approval of one or more proposals. The Adjournment Proposal was approved and received the following votes:
| For |
Against |
Abstain |
| 3,874,618 |
2,985 |
0 |
Item 7.01. Regulation FD Disclosure.
On January 23, 2025, the Company published a press
release announcing the approval of the Business Combination Proposal by the Company’s stockholders at the Special Meeting. A copy
of the press release is included herewith as Exhibit 99.2 and the information in the press release is incorporated by reference into this
Item 7.01.
Item 8.01 Other Events
On January 21, 2025, the deadline to elect to
redeem shares of the Company’s Class A common stock in connection with the Special Meeting, stockholders holding 1,522,973 shares
of the Company’s Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s
trust account, which left the Company with 3,126,376 shares of Class A common stock outstanding after redemptions, of which 51,396 shares
of Class A common stock were held by public stockholders.
Forward Looking Statements
This Current Report on Form 8-K (the “Current
Report”) includes “forward-looking statements” within the meaning of the safe harbor provisions of the United
States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words
such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,”
“may,” “should,” “will,” “seeks,” or other similar expressions. Such statements may include,
but are not limited to, that there can be no assurance that the Company will regain compliance with Nasdaq Listing Rule 5450(a)(2) in
the future, or otherwise meet Nasdaq compliance standards, or that Nasdaq will grant the Company any relief from delisting as necessary
or that the Company can ultimately meet applicable Nasdaq requirements for any such relief. The forward-looking statements contained in
this Current Report speak only as of the date of this Current Report and the Company undertakes no obligation to publicly update any forward-looking
statements to reflect changes in information, events, or circumstances after the date of this report, unless required by law.
| ITEM 9.01. |
FINANCIAL STATEMENT AND EXHIBITS. |
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: January 23, 2025
Exhibit 99.1
Sent via electronic delivery
January 21, 2025
Tse Meng Ng
RF Acquisition Corp.
111 Somerset, #05-06
Singapore, 238164
RE: RF Acquisition Corp. (Symbol: RFAC)
Nasdaq Listing Qualifications Hearings
Docket No. NQ 7049N-24
Dear Mr. Ng:
The Nasdaq Hearings Panel (“Panel”)
has determined to grant the request of RF Acquisition Corp. (the “Company”) to continue its listing on The Nasdaq Stock Market
(“Nasdaq” or the “Exchange”) subject to the conditions described below.
In making its decision, the Panel considered
the entire record, which is incorporated by reference into this decision. Background information about the Company, including its business
description, financial information, market data and compliance history is set forth in the Listing Qualifications’ Staff’s
December 9, 2024, memo to the Panel. The Company had the opportunity to correct any inaccuracies it believed to be present in that
memo. A hearing on this matter was held on December 19, 2024.
Listing Standards at Issue. The
Company is in violation of the minimum of 400 Total Holders’ requirement for continued listing set forth in Listing Rule 5450(a)(2).
Panel Hearing. At the hearing,
the Company’s senior management outlined its compliance plan for the Panel. The Company is a SPAC that is subject to delisting
for failure to maintain the minimum requirement of 400 total shareholders to remain listed. The Company now plans to cure its listing
deficiency by completing a business combination with GCL Global Holdings LTD (“GCL”). The parties signed a business combination
agreement on October 18, 2023. Since that time, the parties have engaged in detailed discussions with the SEC in response to a Form F-4
registration statement regarding the transaction. The parties now plan to file the final registration statement during the month of January 2025,
and hold a shareholder meeting in February to obtain approval for the transaction. The parties anticipate closing the transaction
prior to March 23, 2025, the deadline for the Company to complete a business combination with an operating company. The business
combination will result in a change in control and require the new entity to meet all initial listing standards of The Nasdaq Global
Market.
Panel Analysis and Conclusions. Based
on the information presented, the Panel has determined to grant the Company an exception to close its business combination with GCL and
demonstrate compliance with the Exchange’s initial listing rules. The Company has identified a target for a business combination
and has already progressed quite away in bringing that transaction to close.
The Panel believes the Company should be afforded the necessary time
within its discretion to allow the Company to complete its compliance plan and remain listed on the Exchange.
Accordingly, the Panel grants the Company’s request for continued
listing on the Exchange, subject to the following:
| 1. | On or before March 23,
2025 the Company shall demonstrate compliance with Listing Rule 5405. |
It is a requirement during the exception
period that the Company provide prompt notification of any significant events that occur during this time that may affect the
Company’s compliance with Nasdaq requirements. This includes, but is not limited to, any event that may call into question
the Company’s ability to meet the terms of the exception granted. The Panel reserves the right to reconsider the terms of this
exception based on any event, condition or circumstance that exists or develops that would, in the opinion of the Panel, make
continued listing of the Company’s securities on the Exchange inadvisable or unwarranted.
In addition, any compliance document will be
subject to review by the Panel, which may, in its discretion, request additional information before determining that the Company has
complied with the terms of the exception. The Company should assess its disclosure obligations with respect to the materiality of the
Panel’s decision and determine what public disclosures of the decision and its terms are appropriate.
The Company may request that the Nasdaq Listing
and Hearing Review Council review this Decision. A written request for review must be received within 15 days from the date of this Decision
and should be sent by e-mail to the Office of Appeals and Review at appeals@nasdaq.com. Pursuant to Nasdaq Listing Rule 5820(a),
the Company must submit a fee of $15,000.00 to The Nasdaq Stock Market LLC to cover the cost of the review. Instructions for submitting
the fee are available here. Please include evidence of this payment with the e-mailed request for review by attaching a PDF copy
of the wire instructions or check.
The Company should be aware that the Nasdaq Listing
and Hearing Review Council may, on its own motion, determine to review any Panel decision within 45 calendar days after issuance of the
written decision. If the Listing Council determines to review this Decision, it may affirm, modify, reverse, dismiss or remand the decision
to the Panel. The Company will be immediately notified in the event the Listing Council determines that this matter will be called for
review.
Should you have any questions, please do not hesitate to contact me
at (202) 590-0711.
Sincerely,
| /s/ Aravind Menon |
|
| Aravind Menon |
|
| Hearings Advisor |
|
| The Nasdaq Stock Market LLC |
|
| Office of the General Counsel |
|
Exhibit
99.2
RF
Acquisition Corp. Shareholders Approve Business Combination
with
GCL Global Holdings Ltd.
Singapore
– January 23, 2025 – RF Acquisition Corp. (Nasdaq: RFAC) (“RFAC”), a publicly traded special purpose acquisition
company, announced that at its Special Meeting earlier today, January 23, 2025, its stockholders approved the previously announced business
combination with GCL Global Limited (“GCL”), one of Asia's leading video game distributors and publishers.
Complete
official results of the vote will be included in a current report on Form 8-K to be filed by RFAC with the U.S. Securities and Exchange
Commission (the “SEC”). Subject to satisfaction of customary closing conditions, the business combination is expected to
close in the coming weeks, resulting in each of GCL and RFAC becoming a wholly-owned subsidiary of GCL Global Holdings Ltd. (the “Combined
Company”), with its ordinary shares and warrants expected to be listed on Nasdaq under the trading symbol “GCL” and
“GCLW,” respectively.
“We
are pleased to announce the approval of our merger with GCL and would like to thank our stockholders for their support. GCL’s pending
status as a publicly traded company will give it a high-visibility platform to elevate Asian-developed video games and content to the
global market, while delivering engaging, quality entertainment across devices and streaming platforms. We are proud to have played a
role in helping this dynamic gaming brand go public and look forward to closing this transaction in the coming weeks,” said Tse
Meng Ng, Chairman and CEO of RF Acquisition Corp.
“This
is an exciting milestone for our company and validates the strategic rationale and operational benefits of the merger,” said Sebastian
Toke, Group CEO of GCL. “Since the announcement of the transaction, our team has established GCL as a compelling opportunity in
the gaming sector that develops, publishes, and distributes games across Asia and beyond. In the coming weeks, we will be focused on
closing the transaction and capitalizing on the opportunities available to us as a public company. Leveraging our technological advantages
and established distribution networks in fragmented markets will fuel growth and profitability as we continue to capture market share
in some of the most exciting markets in the region.”
The
business combination is expected to provide GCL with access to the U.S. public equity markets, thereby accelerating its business expansion
and bolstering GCL’s ability to explore additional growth and value-creating opportunities.
Advisors
Winston
& Strawn LLP is serving as counsel to RF Acquisition Corp. Loeb & Loeb is serving as GCL's US counsel and Icon Law is serving
as GCL's Singapore counsel. Early Bird Capital Inc. is serving as a financial advisor to RF Acquisition Corp.
About
GCL Global Limited
GCL
Global Limited unites people through games and entertainment experiences, enabling creators to deliver engaging content and fun gameplay
experiences to the gaming communities worldwide, with a strategic focus on the rapidly expanding Asian gaming market.
The
GCL Group is driven by a bold vision to become a global leader with a diverse portfolio of exciting content available through both digital
and physical formats. Its mission is to bridge cultures and audiences by introducing Asian-developed IP to a global audience across consoles,
PCs and streaming platforms.
Learn
more at www.gcl.asia.
About
RF Acquisition Corp.
RF
Acquisition Corp. is a blank check company incorporated as a Delaware corporation whose business purpose is to effect a merger, capital
stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. While
RF Acquisition Corp. may pursue an initial business combination target in any business, industry, or geographic location, it intends
to search globally for target companies within the Southeast Asian new economy sector or elsewhere. RF Acquisition Corp. was incorporated
in 2021 and is based in Singapore.
Forward-Looking
Statements
This
press release includes “forward-looking statements” which may be identified by the use of words such as “estimate,”
“plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,”
“believe,” “seek,” “target” or other similar expressions that predict or indicate future events or
trends or that are not statements of historical matters. These forward-looking statements also include, but are not limited to, statements
regarding projections, estimates and forecasts of revenue and other financial and performance metrics, projections of market opportunity
and expectations, the estimated implied enterprise value of the Combined Company, GCL’s ability to scale and grow its business,
the advantages and expected growth of the Combined Company, the Combined Company’s ability to source and retain talent, and the
cash position of the Combined Company following closing of the Business Combination, as applicable. These statements are based on various
assumptions, whether or not identified in this press release, and on the current expectations of RFAC’s and GCL’s management
and are not predictions of actual performance.
These
statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance, or achievements
to be materially different from those expressed or implied by these forward-looking statements. Although each of RFAC and GCL believes
that it has a reasonable basis for each forward-looking statement contained in this press release, each of RFAC and GCL cautions you
that these statements are based on a combination of facts and factors currently known and projections of the future, which are inherently
uncertain. In addition, there are risks and uncertainties described in the definitive proxy statement/prospectus mailed to RFAC stockholders
on or about December 31, 2024, and filed by the Combined Company with the SEC, and other documents filed by the Combined Company or RFAC
from time to time with the SEC. These filings may identify and address other important risks and uncertainties that could cause actual
events and results to differ materially from those contained in the forward-looking statements. Neither RFAC nor GCL can assure you that
the forward-looking statements in this press release will prove to be accurate. These forward-looking statements are subject to a number
of risks and uncertainties, including, among others, the ability to recognize the anticipated benefits of the Business Combination, the
amount of redemption requests made by RFAC’s public shareholders, costs related to the Business Combination, the impact of the
global COVID-19 pandemic, the risk that the Business Combination disrupts current plans and operations as a result of the announcement
and consummation of the Business Combination, the outcome of any potential litigation, government or regulatory proceedings, and other
risks and uncertainties, including those to be included under the heading “Risk Factors” in the definitive proxy statement/prospectus
mailed to RFAC stockholders on or about December 31, 2024, and filed by the Combined Company with the SEC, and those included under the
heading “Risk Factors” in the annual report on Form 10-K for the fiscal year ended December 31, 2023, of RFAC and in its
subsequent quarterly reports on Form 10-Q and other filings with the SEC. There may be additional risks that neither RFAC nor GCL presently
know or that RFAC and GCL currently believe are immaterial that could also cause actual results to differ from those contained in the
forward-looking statements. In light of the significant uncertainties in these forward-looking statements, nothing in this press release
should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any
of the contemplated results of such forward-looking statements will be achieved. The forward-looking statements in this press release
represent the views of RFAC and GCL as of the date of this press release. Subsequent events and developments may cause those views to
change. However, while RFAC and GCL may update these forward-looking statements in the future, there is no current intention to do so,
except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing
the views of RFAC or GCL as of any date subsequent to the date of this press release. Except as may be required by law, neither RFAC
nor GCL undertakes any duty to update these forward-looking statements.
GCL:
Crocker
Coulson
crocker.coulson@aummedia.org
(646)
652-7185
RFAC:
Tse
Meng Ng
Chairman and CEO, RF Acquisition Corp
tsemeng.ng@ruifengwealth.com
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