29 Tai Seng Avenue #02-01
Natural Cool Lifestyle Hub
Singapore 534119
65 80427330

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and after all conditions under the Merger Agreement to consummate the proposed merger are satisfied or waived.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

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 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

†

The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

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The information in this proxy statement/prospectus is not complete and may be changed. The registrant may not issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. The proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted.

PRELIMINARY
SUBJECT TO COMPLETION, DATED JUNE 28, 2024

PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS OF
RF ACQUISITION CORP.
AND
PROSPECTUS FOR UP TO 128,969,649 ORDINARY SHARES AND
16,500,000 WARRANTS OF GCL GLOBAL HOLDINGS LTD.

The board of directors of RF Acquisition Corp., a Delaware corporation has approved an agreement and plan of merger dated October 18, 2023 (as amended on December 1, 2023, December 15, 2023, and January 31, 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”). As used herein, references to the “Company” shall mean (a) prior to the completion of the Restructuring (as defined below), GCL BVI, and (b) from and after the completion of the Restructuring, GCL Global.

Pursuant to the terms of the Merger Agreement, PubCo will form a Cayman Islands exempted company limited by shares, to be a wholly owned direct subsidiary of PubCo (“Merger Sub 1”), and a Delaware corporation, to be a wholly owned direct subsidiary of PubCo (“Merger Sub 2”), for the purpose of participating in the transactions contemplated by the Merger Agreement, including, without limitation, the merger of Merger Sub 1 with and into GCL Global, with GCL Global surviving such merger as a wholly owned subsidiary of PubCo (the “Initial Merger”), and the merger of Merger Sub 2 with and into RFAC, with RFAC surviving such merger as a wholly owned subsidiary of PubCo (the “SPAC Merger” and together with the Initial Merger, the “Mergers”, and together with the other transactions and ancillary agreements contemplated by the Merger Agreement, but excluding the Restructuring, the “Transactions”, and the Transactions together with the Restructuring, and any other transactions, documents or agreements contemplated thereby, the “Business Combination”).

Pursuant to the Merger Agreement, GCL Group (as defined below) completed a sequential two-step transaction on February 14, 2024, involving (a) the sale by GCL BVI of all its equity interests in GCL Global Pte Ltd (“GCL Global SG”) (representing 100% of the total issued and outstanding shares of GCL Global SG) to GCL Global in return for GCL Global shares being issued to the GCL Shareholders (defined below), resulting in (i) GCL Global SG (which in turn holds equity interests in the Group Subsidiaries (as defined in the Merger Agreement), except for Epicsoft Malaysia Sdn Bhd (“Epicsoft Malaysia”)) becoming a wholly-owned subsidiary of GCL Global; and (ii) GCL Shareholders holding all issued and outstanding shares in GCL Global; and (b) the sale by GCL BVI shareholders holding a total of 99.8% of the total outstanding shares of GCL BVI (“GCL Shareholders”) of their equity interests in GCL BVI to GCL Global, resulting in GCL BVI (which in turn holds 100% of the total issued and outstanding shares of Epicsoft Malaysia) becoming a 99.8%-owned subsidiary of GCL Global (the “Restructuring”).

Pursuant to the Merger Agreement, at the effective time of the Initial Merger (the “Initial Merger Effective Time”):

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by virtue of the Initial Merger and without any action on the part of any party to the Merger Agreement or the holders of shares of Merger Sub 1, each share of Merger Sub 1 that is issued and outstanding immediately prior to the Initial Merger Effective Time shall automatically be converted into an equal number and class of shares of GCL Global, which shares shall constitute the only outstanding shares of GCL Global;

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•

by virtue of the Initial Merger and without any action on the part of any party to the Merger Agreement or the holders of ordinary shares of GCL Global (the “Company Shares”), each Company Share that is issued and outstanding immediately prior to the Initial Merger Effective Time (other than any treasury shares or Dissenting Shares), shall automatically be cancelled and cease to exist in exchange for the right to receive, such number of newly issued ordinary shares of PubCo, par value $0.0001 per share (the “PubCo Ordinary Shares”) equal to the Company Exchange Ratio, rounded up to the nearest whole share, as such calculations are set forth in the Payment Spreadsheet (as defined in the Merger Agreement) as to each holder set forth therein (the “Merger Consideration

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Shares”), and as of the Initial Merger Effective Time, each Company Shareholder (as defined in the Merger Agreement) shall cease to have any other rights in and to the Company (other than appraisal and dissenter’s rights);

•

if there are any Company Shares that are owned by the Company as treasury shares or any Company Shares owned by any direct or indirect subsidiary of the Company immediately prior to the Initial Merger Effective Time, such Company Shares shall be canceled and shall cease to exist without any conversion thereof or payment therefor; and

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•

each of the Dissenting Shares issued and outstanding immediately prior to the Initial Merger Effective Time shall be canceled and cease to exist in accordance with Section 2.7(a) of the Merger Agreement and shall thereafter represent only the right to receive the applicable payments set forth in Section 2.7(a) of the Merger Agreement.

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Further, at the effective time of the SPAC Merger (the “SPAC Merger Effective Time”):

•

by virtue of the SPAC Merger and without any action on the part of any party to the Merger Agreement or the holders of securities of Merger Sub 2, each share of capital stock of Merger Sub 2 that is issued and outstanding immediately prior to the SPAC Merger Effective Time shall automatically be converted into an equal number of shares of Class A common stock of RFAC, par value $0.0001 per share (the “RFAC Class A Common Stock”).

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•

each unit of RFAC (each, an “RFAC Unit”), comprising one share of RFAC Class A Common Stock, one right to acquire one-tenth of one share of RFAC Class A Common Stock (the “RFAC Public Rights”) and one redeemable warrant to purchase one share of RFAC Class A Common Stock for $11.50 per share (the “RFAC Public Warrants”), that is outstanding immediately prior to the SPAC Merger Effective Time shall be automatically separated, and the holder thereof shall be deemed to hold one share of RFAC Class A Common Stock, one RFAC Public Warrant, and one RFAC Public Right in accordance with the terms of the applicable RFAC Unit, which underlying securities of RFAC shall be adjusted in accordance with the applicable terms of the Merger Agreement;

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•

immediately following the separation of each RFAC Unit in accordance with the Merger Agreement, by virtue of the SPAC Merger and conditioned on the consummation of the Mergers and without any action on the part of any party to the Merger Agreement or the holders of RFAC Class A Common Stock or preferred stock of RFAC, par value $0.0001 per share (such preferred stock, together with RFAC Common Stock, the “RFAC Capital Stock”), each holder of 10 or more RFAC Public Rights shall be deemed to hold one share of RFAC Class A Common Stock for each 10 such RFAC Public Rights (including all RFAC Public Rights that were included in the RFAC Units);

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•

immediately following the separation of each RFAC Unit in accordance with the Merger Agreement and the exchange of each RFAC Public Right in accordance with the Merger Agreement, by virtue of the SPAC Merger and conditioned on the consummation of the Mergers and without any action on the part of any party to the Merger Agreement or the holders of RFAC Capital Stock, each share of RFAC Class A Common Stock that is issued and outstanding immediately prior to the SPAC Merger Effective Time, shall automatically be cancelled and cease to exist in exchange for the right to receive a newly issued PubCo Ordinary Share and each RFAC stockholder shall cease to have any other rights in and to RFAC;

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•

if there are any shares of RFAC Capital Stock that are owned by RFAC as treasury shares or any shares of RFAC Capital Stock owned by any direct or indirect Subsidiary of RFAC immediately prior to the SPAC Merger Effective Time, such shares of RFAC Capital Stock shall be canceled and shall cease to exist without any conversion thereof or payment or other consideration therefor; and

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•

without any action on the part of any holder of a RFAC Public Warrant, each RFAC Public Warrant that is issued and outstanding immediately prior to the SPAC Merger Effective Time (but after giving effect to the separation of each RFAC Unit in accordance with the Merger Agreement) shall, pursuant to and in accordance with that certain warrant agreement, dated March 23, 2022, by and between RFAC and Continental Stock Transfer & Trust Company, and the Assignment and Assumption Agreement (as defined in the Merger Agreement), automatically and irrevocably be modified to provide that such RFAC Public Warrant shall no longer entitle the holder thereof to purchase the number of shares of RFAC Class A Common Stock set forth therein and in substitution thereof such RFAC Public Warrant shall entitle the holder thereof to acquire such equal number of PubCo Ordinary Shares, and each PubCo Public Warrant shall continue to have and be subject to substantially the same terms and conditions as were applicable to such RFAC Public Warrant as of

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immediately prior to the SPAC Merger Effective Time, except that each PubCo Public Warrant shall be exercisable for shares of PubCo Ordinary Shares rather than RFAC Common Stock.

The Merger Agreement provides that the Price per Company Share (as defined in the Merger Agreement) to be paid for each Company Share shall be (i) $1,200,000,000 divided by (ii) the Fully-Diluted Company Shares. Notwithstanding the foregoing, no fractional PubCo Ordinary Shares will be issued. Instead of the issuance of any fractional share, each Person or entity that would otherwise be entitled to a fraction of a PubCo Ordinary Share (after aggregating all fractional shares of PubCo Ordinary Shares that otherwise would be received by such Person or entity) shall have the number of PubCo Ordinary Shares issued to such Person or entity rounded up in the aggregate to the nearest whole number of PubCo Ordinary Shares.

The Merger Agreement includes a covenant for each of RFAC, the Company, and Sponsor to obtain transaction financing (the “Transaction Financing”) in the form of signed agreements for a private placement of equity, or other alternative financing, from Transaction Investors, to be agreed by RFAC and the Company, in an aggregate amount of not less than $20,000,000. Pursuant to the Merger Agreement, the consummation of the Business Combination is also subject to customary closing conditions and a minimum cash condition requiring that the funds in the RFAC trust account, together with the aggregate amount of gross proceeds from any Transaction Financing entered into prior to Closing, be in an amount equal to at least $25 million, after giving effect to the completion and payment of any redemptions and before payment of any RFAC and Company transaction expenses (the “Minimum Cash Condition”), among other terms. The parties to the Merger Agreement intend to obtain Transaction Financing as described in this condition with respect to PubCo, but there are currently no commitments for such financing.

In connection with the execution of the Merger Agreement, the Sponsor entered into the Sponsor Support Agreement with RFAC, GCL BVI and PubCo, pursuant to which the Sponsor has agreed to vote all Covered Shares (as therein defined) beneficially owned by it in favor of each Transaction Proposal (as defined in the Merger Agreement). In addition, in connection with the execution of the Merger Agreement, PubCo, RFAC, GCL BVI and Epicsoft Ventures Pte Ltd entered into the Shareholder Support Agreement, pursuant to which the Shareholder (as therein defined) agreed to vote all Covered Shares (as therein defined) beneficially owned by it in favor of the Mergers and the consummation of the Transactions and the Business Combination.

It is anticipated that, upon completion of the Business Combination, not including PubCo Ordinary Shares that may be issued in connection with the Transaction Financing, (i) 128,969,649 PubCo Ordinary Shares (inclusive of the conversion of RFAC Class A Common Stock into PubCo Ordinary Shares) will be issued, assuming no RFAC Class A Common Stock are redeemed in connection with the Business Combination; (ii) 128,307,896 PubCo Ordinary Shares (inclusive of the conversion of RFAC Class A Common Stock into PubCo Ordinary Shares) will be issued, assuming the maximum number of RFAC Class A Common Stock are redeemed (and no waiver of the Minimum Cash Condition) in connection with the Business Combination; and (iii) 126,225,000 PubCo Ordinary Shares (inclusive of the conversion of RFAC Class A Common Stock into PubCo Ordinary Shares) will be issued in connection with the Business Combination, assuming the maximum number of RFAC Class A Common Stock are redeemed (with waiver of the Minimum Cash Condition) in connection with the Business Combination. The foregoing amounts will change if the actual facts differ from the assumptions set forth above.

RFAC’s units, the RFAC Class A Common Stock, RFAC Public Warrants, and RFAC Public Rights are publicly traded on the Nasdaq Global Market under the symbols “RFACU,” “RFAC,” “RFACW,” and “RFACR” respectively. Each unit consists of one RFAC Class A Common Stock, one RFAC Public Warrant, and one RFAC Public Right. Upon consummation of the Business Combination, any units then outstanding will automatically separate into its constituent Class A common stock, warrants, and rights.

On October 17, 2023, the date preceding the date the Business Combination was publicly announced, the last reported sale price of the RFAC Class A Common Stock on the Nasdaq Global Market was $10.66 per share, the last reported sale price of RFAC’s warrants on the Nasdaq Global Market was $0.03 per warrant, the last reported sale price of RFAC’s rights on the Nasdaq Global Market was $0.11 per right and the last reported sale price of RFAC’s units on the Nasdaq Global Market was $10.74 per unit. PubCo has applied for listing, to be effective at the time of the Business Combination, of PubCo Ordinary Shares and PubCo Public Warrants on Nasdaq under the proposed symbols “GCL” and “GCLW.” It is a condition of the consummation of the Business Combination that PubCo receive confirmation from either Nasdaq or the NYSE that PubCo’s Ordinary Shares and PubCo Public Warrants have been conditionally approved for listing on either Nasdaq or the NYSE, but there can be no assurance such listing condition will be met or that PubCo will obtain such confirmation from either Nasdaq or the NYSE. If such listing condition is not

met or if such confirmation is not obtained, the Business Combination will not be consummated unless the Nasdaq or NYSE condition set forth in the Business Combination Agreement is waived by the applicable parties.

RFAC’s shareholders are being asked to consider a vote upon the Business Combination and certain Proposals related thereto as described in this proxy statement/prospectus. Proposals to approve the Merger Agreement and the other matters discussed in this proxy statement/prospectus will be presented at the special meeting of shareholders of RF Acquisition Corp. scheduled to be held on [•], 2024.

The board of directors of RFAC has approved and adopted the Merger Agreement and recommends that the RFAC shareholders vote FOR all of the Proposals presented to the shareholders at the Special Meeting. When you consider the board of directors’ recommendation of these Proposals, you should keep in mind that certain of RFAC’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “The Business Combination Proposal — Interests of RFAC’s Directors and Officers in the Business Combination.”

This proxy statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the Special Meeting. We encourage you to carefully read this entire document, including the annexes. You should, in particular, carefully consider the risk factors described in “Risk Factors” beginning on page 62 of this proxy statement/prospectus.

This proxy statement/prospectus is dated [•], 2024 and is expected to be first mailed or otherwise delivered to RFAC shareholders on or about [•], 2024.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS OR ANY OF THE SECURITIES TO BE ISSUED IN THE BUSINESS COMBINATION, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/​PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

 

LETTER TO STOCKHOLDERS OF RF ACQUISITION CORP.

RF Acquisition Corp.

111 Somerset, #05-06
Singapore 238164
Telephone No.: +65 6904 0766

To the stockholders of RF Acquisition Corp.:

You are cordially invited to attend the special meeting of stockholders (the “Special Meeting”) of RF Acquisition Corp., a Delaware corporation (“RFAC”), on [•], 2024 at [•] Eastern Time, via live audio webcast over the internet at [•], or at such other time, on such other date and at such other place to which the Special Meeting may be adjourned, for the purpose of voting on RFAC’s proposed business combination with PubCo and the Company (as defined below) and the other matters described in the accompanying proxy statement/prospectus. You will be able to attend, vote your shares and submit questions during the Special Meeting via a live webcast available at the website address above.

At the Special Meeting, you will be asked to consider and vote upon the following Proposals:

(1)

The Business Combination Proposal — to consider and vote upon a proposal (a) to approve and adopt the Merger Agreement, a copy of which is attached to the accompanying proxy statement/​prospectus as Annex A, by and among RFAC, PubCo, GCL BVI, GCL Global, and the Sponsor and (b) to adopt and approve the Transactions and Business Combination (the “Business Combination Proposal”).

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(2)

The Advisory Governance Proposals — to consider and vote 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”) in the form attached to the accompanying proxy statement/prospectus as Annex B, and these proposals are being presented in accordance with the requirements of the U.S. Securities and Exchange Commission (the “SEC”) as four (4) separate sub-proposals under “Governance Proposal A-D” ​(collectively, the “Advisory Governance Proposals”);

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(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”);

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(4)

The Incentive Plan Proposal — to consider and vote upon a proposal to approve the PubCo Equity Incentive Plan, in the form attached to the accompanying proxy statement/prospectus as Annex C (the “Incentive Plan Proposal”); and

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(5)

The Adjournment Proposal — to approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary.

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Each of the Business Combination Proposal, the Nasdaq Proposal, and the Incentive Plan Proposal is cross-conditioned on the approval of each other. The Business Combination Proposal is not conditioned on the separate approval of the Advisory Governance Proposals as the Advisory Governance Proposals are advisory votes and are not binding on RFAC, PubCo or their respective board of directors. Regardless of the outcome of the non-binding advisory vote on the Advisory Governance Proposals, PubCo Charter will take effect upon the Closing. The Adjournment Proposal is not conditioned upon the approval of any other Proposal set forth in the accompanying proxy statement/prospectus.

After careful consideration, the board of directors of RFAC (the “RFAC Board”) has (a) approved and adopted the Merger Agreement and approved the Transactions, (b) approved the other Proposals described in this proxy statement/prospectus, and (c) determined that it is advisable to consummate the Business Combination.

PubCo is offering up to (i) 128,969,649 ordinary shares, par value $0.0001 per share (“PubCo Ordinary Shares”) and (ii) 16,500,000 warrants to purchase PubCo Ordinary Shares (“PubCo Public Warrants”) in

 

 

the Business Combination. PubCo intends to apply to list the PubCo Ordinary Shares and PubCo Public Warrants on The Nasdaq Stock Market LLC with the ticker symbols “GCL” and “GCLW” respectively.

On October 18, 2023, RFAC entered into an agreement and plan of merger (as amended on December 1, 2023, December 15, 2023 and January 31, 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”). As used herein, references to the “Company” shall mean (a) prior to the completion of the Restructuring (as defined below), GCL BVI, and (b) from and after the completion of the Restructuring, GCL Global.

Pursuant to the terms of the Merger Agreement, PubCo will form a Cayman Islands exempted company limited by shares, to be a wholly owned direct subsidiary of PubCo (“Merger Sub 1”), and a Delaware corporation, to be a wholly owned direct subsidiary of PubCo (“Merger Sub 2”), for the purpose of participating in the transactions contemplated by the Merger Agreement, including, without limitation, the merger of Merger Sub 1 with and into GCL Global, with GCL Global surviving such merger as a wholly owned subsidiary of PubCo (the “Initial Merger”), and the merger of Merger Sub 2 with and into RFAC, with RFAC surviving such merger as a wholly owned subsidiary of PubCo (the “SPAC Merger” and together with the Initial Merger, the “Mergers”, and together with the other transactions and ancillary agreements contemplated by the Merger Agreement, but excluding the Restructuring, the “Transactions”, and the Transactions together with the Restructuring, and any other transactions, documents or agreements contemplated thereby, the “Business Combination”).

Pursuant to the Merger Agreement, GCL Group (as defined below) completed the Restructuring (as defined below) on February 14, 2024 in a sequential two-step transaction involving (a) the sale by GCL BVI of all its equity interests in GCL Global Pte Ltd (“GCL Global SG”) (representing 100% of the total issued and outstanding shares of GCL Global SG) to GCL Global in return for GCL Global shares being issued to the GCL Shareholders (defined below), resulting in (i) GCL Global SG (which in turn holds equity interests in the Group Subsidiaries (as defined in the Merger Agreement), except for Epicsoft Malaysia Sdn Bhd (“Epicsoft Malaysia”)) becoming a wholly-owned subsidiary of GCL Global; and (ii) GCL Shareholders holding all issued and outstanding shares in GCL Global; and (b) the sale by GCL BVI shareholders holding a total of 99.8% of the total outstanding shares of GCL BVI (“GCL Shareholders”) of their equity interests in GCL BVI to GCL Global, resulting in GCL BVI (which in turn holds 100% of the total issued and outstanding shares of Epicsoft Malaysia) becoming a 99.8%-owned subsidiary of GCL Global (the “Restructuring”).

Pursuant to the Merger Agreement, at the effective time of the Initial Merger (the “Initial Merger Effective Time”):

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by virtue of the Initial Merger and without any action on the part of any party to the Merger Agreement or the holders of shares of Merger Sub 1, each share of Merger Sub 1 that is issued and outstanding immediately prior to the Initial Merger Effective Time shall automatically be converted into an equal number and class of shares of GCL Global, which shares shall constitute the only outstanding shares of GCL Global;

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•

by virtue of the Initial Merger and without any action on the part of any party to the Merger Agreement or the holders of ordinary shares of GCL Global (the “Company Shares”), each Company Share that is issued and outstanding immediately prior to the Initial Merger Effective Time (other than any treasury shares or Dissenting Shares), shall automatically be cancelled and cease to exist in exchange for the right to receive, such number of newly issued ordinary shares of PubCo, par value $0.0001 per share (the “PubCo Ordinary Shares”) equal to the Company Exchange Ratio (as defined in the Merger Agreement), rounded up to the nearest whole share, as such calculations are set forth in the Payment Spreadsheet (as defined in the Merger Agreement) as to each holder set forth therein (the “Merger Consideration Shares”), and as of the Initial Merger Effective Time, each Company Shareholder (as defined in the Merger Agreement) shall cease to have any other rights in and to the Company (other than appraisal and dissenter’s rights);

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if there are any Company Shares that are owned by the Company as treasury shares or any Company Shares owned by any direct or indirect subsidiary of the Company immediately prior to the Initial Merger Effective Time, such Company Shares shall be canceled and shall cease to exist without any conversion thereof or payment therefor; and

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•

each of the Dissenting Shares issued and outstanding immediately prior to the Initial Merger Effective Time shall be canceled and cease to exist in accordance with Section 2.7(a) of the Merger Agreement and shall thereafter represent only the right to receive the applicable payments set forth in Section 2.7(a) of the Merger Agreement.

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Further, at the effective time of the SPAC Merger (the “SPAC Merger Effective Time”):

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by virtue of the SPAC Merger and without any action on the part of any party to the Merger Agreement or the holders of securities of Merger Sub 2, each share of capital stock of Merger Sub 2 that is issued and outstanding immediately prior to the SPAC Merger Effective Time shall automatically be converted into an equal number of shares of Class A common stock of RFAC, par value $0.0001 per share (the “RFAC Class A Common Stock”).

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each unit of RFAC (each, an “RFAC Unit”), comprising one share of RFAC Class A Common Stock, one right to acquire one-tenth of one share of RFAC Class A Common Stock (the “RFAC Public Rights”) and one redeemable warrant to purchase one share of RFAC Class A Common Stock for $11.50 per share (the “RFAC Public Warrants”), that is outstanding immediately prior to the SPAC Merger Effective Time shall be automatically separated, and the holder thereof shall be deemed to hold one share of RFAC Class A Common Stock, one RFAC Public Warrant, and one RFAC Public Right in accordance with the terms of the applicable RFAC Unit, which underlying securities of RFAC shall be adjusted in accordance with the applicable terms of the Merger Agreement;

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•

immediately following the separation of each RFAC Unit in accordance with the Merger Agreement, by virtue of the SPAC Merger and conditioned on the consummation of the Mergers and without any action on the part of any party to the Merger Agreement or the holders of RFAC Class A Common Stock or preferred stock of RFAC, par value $0.0001 per share (such preferred stock, together with RFAC Class A Common Stock, the “RFAC Capital Stock”), each holder of 10 or more RFAC Public Rights shall be deemed to hold one share of RFAC Class A Common Stock for each 10 such RFAC Public Rights (including all RFAC Public Rights that were included in the RFAC Units);

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•

immediately following the separation of each RFAC Unit in accordance with the Merger Agreement and the exchange of each RFAC Public Right in accordance with the Merger Agreement, by virtue of the SPAC Merger and conditioned on the consummation of the Mergers and without any action on the part of any party to the Merger Agreement or the holders of RFAC Capital Stock, each share of RFAC Class A Common Stock that is issued and outstanding immediately prior to the SPAC Merger Effective Time, shall automatically be cancelled and cease to exist in exchange for the right to receive a newly issued PubCo Ordinary Share and each RFAC stockholder (“RFAC Stockholder”) shall cease to have any other rights in and to RFAC;

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•

if there are any shares of RFAC Capital Stock that are owned by RFAC as treasury shares or any shares of RFAC Capital Stock owned by any direct or indirect Subsidiary of RFAC immediately prior to the SPAC Merger Effective Time, such shares of RFAC Capital Stock shall be canceled and shall cease to exist without any conversion thereof or payment or other consideration therefor; and

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•

without any action on the part of any holder of a RFAC Public Warrant, each RFAC Public Warrant that is issued and outstanding immediately prior to the SPAC Merger Effective Time (but after giving effect to the separation of each RFAC Unit in accordance with the Merger Agreement) shall, pursuant to and in accordance with that certain warrant agreement, dated March 23, 2022, by and between RFAC and Continental Stock Transfer & Trust Company, and the Assignment and Assumption Agreement (as defined in the Merger Agreement), automatically and irrevocably be modified to provide that such RFAC Public Warrant shall no longer entitle the holder thereof to purchase the number of shares of RFAC Class A Common Stock set forth therein and in substitution thereof such RFAC Public Warrant shall entitle the holder thereof to acquire such equal number of

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PubCo Ordinary Shares, and each PubCo Public Warrant shall continue to have and be subject to substantially the same terms and conditions as were applicable to such RFAC Public Warrant as of immediately prior to the SPAC Merger Effective Time, except that each PubCo Public Warrant shall be exercisable for shares of PubCo Ordinary Shares rather than RFAC Class A Common Stock.

It is anticipated that upon Closing (assuming no further redemption), (i) existing RFAC Stockholders (other than the Sponsor Related Parties) will own approximately 3.0% of the issued and outstanding PubCo Ordinary Shares, (ii) the Company’s existing securityholders will own approximately 92.9% of the outstanding PubCo Ordinary Shares, and (iii) the Sponsor and Sponsor Related Parties, through their ownership of RFAC Class A Common Stock on the date hereof will own approximately 3.9% of the issued and outstanding PubCo Ordinary Shares.

When RFAC completed its initial public offering on March 28, 2022, RFAC had until March 28, 2023 (or up to September 28, 2023, subject to the exercise of two extensions each for three months). On March 24, 2023, RFAC held a special meeting of the stockholders at which RFAC’s stockholders approved the proposal to amend and restate RFAC’s amended and restated certificate of incorporation to give RFAC the right to extend the date by which it has to consummate a business combination from March 28, 2023 to December 28, 2023, composed of an initial three-month extension and six subsequent one-month extensions, for a total of up to nine months after March 28, 2023, by depositing into the trust account (A) for the initial three-month extension, the lesser of (i) $300,000 or (ii) $0.12 for each share of RFAC Class A Common Stock not redeemed in connection with the proposal to amend the charter, and (B) for each of the six subsequent one-month extensions, the lesser of (i) $100,000 or (ii) $0.04 for each share of RFAC Class A Common Stock not redeemed in connection with the proposal to amend the charter, until December 28, 2023 in exchange for a noninterest bearing, unsecured promissory note payable upon consummation of a business combination. Additionally reflected in the amendment and restatement to the charter, the RFAC Board approved, with the written consent of the sole holder of Class B common stock of RFAC, par value $0.0001 per share (the “RFAC Class B Common Stock”), an amendment to the charter that modifies the existing rights of holders of RFAC Class B Common Stock to convert their shares into RFAC Class A Common Stock by allowing them to convert at any time and from time to time at the option of the holder.

On December 20, 2023, RFAC held a special meeting of the stockholders at which RFAC’s stockholders approved a proposal to amend the RFAC Charter to give RFAC the right to extend the date by which it has to consummate a business combination from December 28, 2023 to September 28, 2024, composed of an initial three-month extension and six subsequent one-month extensions, for a total of up to nine months after December 28, 2023, by depositing into the Trust Account (A) for the initial three-month extension, the lesser of (i) $225,000 or (ii) $0.09 for each share of RFAC Class A Common Stock not redeemed in connection with the proposal, and (B) for each of the six subsequent one-month extensions, the lesser of (i) $75,000 or (ii) $0.03 for each share of RFAC Class A Common Stock not redeemed in connection with the proposal, until September 28, 2024 in exchange for a non-interest-bearing, unsecured promissory note payable upon consummation of a business combination. Additionally, the stockholders approved a proposal to amend the RFAC Charter to remove the net tangible asset requirement in order to expand the methods that RFAC may employ so as to not become subject to the “penny stock” rules of the SEC. On December 27, 2023, RFAC deposited into the Trust Account $225,000 and extended the deadline to complete the business combination from December 28, 2023 to March 28, 2024.

The Board has fixed the close of business on [•], 2024 as the record date (the “Record Date”) for the determination of stockholders entitled to notice of, and to vote at, the Special Meeting or any postponement or adjournment thereof. Stockholders should carefully read the accompanying Notice of Special Meeting and proxy statement/prospectus for a more complete statement of the Proposals to be considered at the Special Meeting.

The RFAC Board has approved and adopted the Merger Agreement and the Transactions and recommends that the RFAC Stockholders vote “FOR” each of the Proposals presented to RFAC Stockholders at the Special Meeting. When you consider the RFAC Board’s recommendation of these Proposals, you should keep in mind that the directors and officers of RFAC have interests in the Business Combination that may conflict with your interests as a stockholder. See the section titled “The Business Combination Proposal — Interests of the Sponsor and RFAC’s Directors, Officers and Affiliates in the Business Combination” in this proxy statement/​prospectus.

 

 

Pursuant to the RFAC Charter, dated March 30, 2023, RFAC Public Stockholders (“RFAC Public Stockholders”) have redemption rights in connection with the Business Combination. RFAC Public Stockholders are not required to affirmatively vote for or against the Business Combination in order to redeem their RFAC Class A Common Stock for cash. This means that RFAC Public Stockholders who hold shares of RFAC Class A Common Stock on or before [•], 2024 (two business days before the Special Meeting) will be eligible to elect to have their shares of RFAC Class A Common Stock redeemed for cash in connection with the Special Meeting, whether or not they are holders as of the Record Date, and whether or not such shares are voted at the Special Meeting.

By Order of the RFAC Board,

Sincerely,

 

Tse Meng Ng
Chief Executive Officer and Chairman
[•], 2024

This proxy statement/prospectus is dated [•], 2024 and is first being mailed to RFAC Stockholders on or about [•], 2024.

THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS PROVIDES THE RFAC STOCKHOLDERS WITH DETAILED INFORMATION ABOUT THE BUSINESS COMBINATION AND OTHER MATTERS TO BE CONSIDERED AT THE SPECIAL MEETING. WE ENCOURAGE YOU TO READ THIS ENTIRE DOCUMENT, INCLUDING THE ANNEXES AND OTHER DOCUMENTS REFERRED TO THEREIN, CAREFULLY AND IN THEIR ENTIRETY. YOU SHOULD ALSO CAREFULLY CONSIDER THE RISK FACTORS DESCRIBED IN “RISK FACTORS” BEGINNING ON PAGE [•] OF THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS OR ANY OF THE SECURITIES TO BE ISSUED IN THE BUSINESS COMBINATION, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

 

 

RF Acquisition Corp.

111 Somerset, #05-06
Singapore 238164
Telephone No.: +65 6904 0766

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS OF RF ACQUISITION CORP.
TO BE HELD ON [•], 2024

TO THE STOCKHOLDERS OF RF ACQUISITION CORP.:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the “Special Meeting”) of RF Acquisition Corp., a Delaware corporation (“RFAC”), will be held on [•], 2024 at [•], Eastern Time, via live audio webcast over the internet at [•], or at such other time, on such other date and at such other place to which the meeting may be adjourned. You will be able to attend, vote your shares and submit questions during the Special Meeting via a live webcast available at the website address above. At the Special Meeting, RFAC Stockholders will be asked to consider and vote upon the following Proposals:

(1)

The Business Combination Proposal — to consider and vote upon a proposal (a) to approve and adopt the agreement and plan of merger dated October 18, 2023 (as amended on December 1, 2023, December 15, 2023 and January 31, 2024 and as it may be further amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex A, by and among RFAC, 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”) and (b) to adopt and approve the transactions contemplated thereby, including, among other things, the Mergers (as defined below). Pursuant to the terms of the Merger Agreement, PubCo will form a Cayman Islands exempted company limited by shares, to be a wholly owned direct subsidiary of PubCo (“Merger Sub 1”), and a Delaware corporation, to be a wholly owned direct subsidiary of PubCo (“Merger Sub 2”), for the purpose of participating in the transactions contemplated by the Merger Agreement, including, without limitation, the merger of Merger Sub 1 with and into GCL Global, with GCL Global surviving such merger as a wholly owned subsidiary of PubCo (the “Initial Merger”), and the merger of Merger Sub 2 with and into RFAC, with RFAC surviving such merger as a wholly owned subsidiary of PubCo (the “SPAC Merger” and together with the Initial Merger, the “Mergers,” and together with the other transactions and ancillary agreements contemplated by the Merger Agreement, but excluding the Restructuring, the “Transactions,” and the Transactions together with the Restructuring, and any other transactions, documents or agreements contemplated thereby, the “Business Combination”);

​

(2)

The Advisory Governance Proposals — to consider and vote 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”) in the form attached to the accompanying proxy statement/prospectus as Annex B, and these proposals are being presented in accordance with the requirements of the U.S. Securities and Exchange Commission (the “SEC”) as four (4) separate sub-proposals under “Governance Proposal A-D” ​(collectively, the “Advisory Governance Proposals”).

​

(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”);

​

(4)

The Incentive Plan Proposal — to consider and vote upon a proposal to approve the PubCo Equity Incentive Plan, in the form attached to the accompanying proxy statement/prospectus as Annex C (the “Incentive Plan Proposal”); and

​

(5)

The Adjournment Proposal — to approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary.

​

 

 

Only holders of record of Class A common stock of RFAC, par value $0.0001 per share (the “RFAC Class A Common Stock”) and Class B common stock of RFAC, par value $0.0001 per share (the “RFAC Class B Common Stock” and together with the RFAC Class A Common Stock, the “RFAC Common Stock”) at the close of business on [•], 2024 (the “Record Date”) are entitled to notice of the Special Meeting and to vote at the Special Meeting and any adjournments or postponements of the Special Meeting. Please note that you will not be able to attend the Special Meeting in person. You will be able to attend the Special Meeting by visiting [•]. RFAC recommends that you log in at least 15 minutes before the Special Meeting to ensure you are logged in when the meeting starts.

Each of the Business Combination Proposal, the Nasdaq Proposal, and the Incentive Plan Proposal is cross conditioned on the approval of each other. The Business Combination Proposal is not conditioned on the separate approval of the Advisory Governance Proposals as the Advisory Governance Proposals are advisory votes and are not binding on RFAC, PubCo or their respective board of directors. Regardless of the outcome of the non-binding advisory vote on the Advisory Governance Proposals, PubCo Charter will take effect upon the Closing. The Adjournment Proposal is not conditioned upon the approval of any other Proposal set forth in this proxy statement/prospectus.

Each of these Proposals is more fully described in the accompanying proxy statement/prospectus, which we encourage you to read carefully and in its entirety. Unless waived in accordance with the Merger Agreement, the consummation of the Business Combination is also subject to customary closing conditions and a minimum cash condition requiring that the funds in the RFAC trust account, together with the aggregate amount of gross proceeds from any Transaction Financing entered into prior to Closing, be in an amount equal to at least $25 million, after giving effect to the completion and payment of any redemptions and before payment of any RFAC and Company transaction expenses, among other terms. The parties to the Merger Agreement intend to obtain Transaction Financing in an aggregate amount of not less than $20,000,000, as described in this condition with respect to PubCo, but there are currently no commitments for such financing.

Pursuant to the RFAC Charter, dated March 30, 2023, RFAC is providing its public stockholders with the opportunity to redeem, upon the closing of the Business Combination, shares of RFAC Class A Common Stock then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the close of the Business Combination) in the trust account (the “Trust Account”) that holds the proceeds (including interest but less taxes payable) of the IPO. For illustrative purposes, based on funds in the Trust Account of $[•] million on [•], 2024, the estimated per share redemption price would have been approximately $[•]. RFAC Public Stockholders are not required to affirmatively vote for or against the Business Combination in order to redeem their shares of RFAC Class A Common Stock for cash. This means that RFAC Public Stockholders who hold shares of RFAC Class A Common Stock on or before [•], 2024 (two business days before the Special Meeting) will be eligible to elect to have their shares of RFAC Class A Common Stock redeemed for cash in connection with the Special Meeting, whether or not they are holders as of the Record Date, and whether or not such shares are voted at the Special Meeting. An RFAC Public Stockholder, together with any affiliates or any other person with whom it is acting in concert or as a “group” ​(as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming in the aggregate shares in excess of 15% of the aggregate shares of RFAC Class A Common Stock included in the RFAC Units sold in the IPO. Holders of our outstanding RFAC Public Warrants, RFAC Public Rights, and RFAC Units do not have redemption rights with respect to such securities in connection with the Business Combination. Holders of outstanding RFAC Units must separate the underlying RFAC Public Shares, RFAC Public Rights, and RFAC Public Warrants prior to exercising redemption rights with respect to the RFAC Public Shares. The Sponsor and RFAC’s officers and directors have agreed to waive their redemption rights with respect to any shares of RFAC Class A Common Stock they may hold in connection with the consummation of the Business Combination, and such shares will be excluded from the pro rata calculation used to determine the per-share redemption price.

On December 20, 2023, RFAC held a special meeting of the stockholders at which RFAC’s stockholders approved a proposal to amend the RFAC Charter to give RFAC the right to extend the date by which it has to consummate a business combination from December 28, 2023 to September 28, 2024, composed of an initial three-month extension and six subsequent one-month extensions, for a total of up to nine months after

 

 

December 28, 2023, by depositing into the Trust Account (A) for the initial three-month extension, the lesser of (i) $225,000 or (ii) $0.09 for each share of RFAC Class A Common Stock not redeemed in connection with the proposal, and (B) for each of the six subsequent one-month extensions, the lesser of (i) $75,000 or (ii) $0.03 for each share of RFAC Class A Common Stock not redeemed in connection with the proposal, until September 28, 2024 in exchange for a non-interest-bearing, unsecured promissory note payable upon consummation of a business combination. Additionally, the stockholders approved a proposal to amend the RFAC Charter to remove the net tangible asset requirement in order to expand the methods that RFAC may employ so as to not become subject to the “penny stock” rules of the SEC.

In connection therewith the stockholders of record were provided the opportunity to exercise their redemption rights. Holders of 1,363,378 shares of RFAC Class A Common Stock exercised their right to redemption at a per share redemption price of approximately $10.72. On December 22, 2023, a total of $14,619,421.26 in redemption payments were made in connection with the redemption. On December 27, 2023, RFAC deposited into the Trust Account $225,000 and extended the deadline to complete the business combination from December 28, 2023 to March 28, 2024. Following the redemption, RFAC had a total of 2,744,649 shares of RFAC Class A Common Stock outstanding held by public shareholders. As a result of the redemptions, RFAC now has less liquidity and fewer round-lot holders of RFAC Public Shares, which may make it more difficult for PubCo to meet all of the Nasdaq listing requirements. Since it is a condition to closing to receive the approval for listing by Nasdaq or the NYSE of the shares of PubCo to be issued in connection with the transactions contemplated by the Merger Agreement, the reduced public float may make it more difficult for RFAC to meet all of the Nasdaq listing requirements, and to consummate the Business Combination.

Currently, the Sponsor owns 49.4% of the issued and outstanding shares of RFAC Common Stock. The Sponsor and RFAC’s directors and officers have agreed to vote any shares of RFAC Class A Common Stock owned by them in favor of the Business Combination Proposal and all other Proposals presented in the accompanying proxy statement/prospectus.

The approval of the Business Combination Proposal requires the affirmative vote of a majority of the issued and outstanding shares of RFAC Common Stock as of the Record Date for the Special Meeting. The RFAC Board has already approved the Merger Agreement and the Transactions and recommends that RFAC Stockholders vote “FOR” the Business Combination Proposal. The approval of all other Proposals presented in the accompanying proxy statement/prospectus require the affirmative vote of a majority of the shares of RFAC Common Stock cast by the stockholders represented in person or by proxy and entitled to vote thereon at the Special Meeting.

As of [•], 2024, there was $[•] million in the Trust Account. Each redemption of shares of RFAC Class A Common Stock by RFAC Public Stockholders will decrease the amount in the Trust Account.

Your attention is directed to the proxy statement/prospectus accompanying this notice (including the annexes thereto) for a more complete description of the proposed Business Combination and related Transactions and each of the Proposals. We encourage you to read this proxy statement/prospectus carefully. If you have any questions or need assistance voting your shares, please call at Morrow Sodali LLC, RFAC’s proxy solicitor, by calling 800-662-5200, or by emailing RFAC.info@investor.morrowsodali.com.

By Order of the RFAC Board,

 

Tse Meng Ng
Chief Executive Officer and Chairman

 

 

 

 

ii

 

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission (the “SEC”) by GCL Global Holdings Ltd., a Cayman Islands exempted company limited by shares (“PubCo”), constitutes a prospectus of PubCo under Section 5 of the U.S. Securities Act of 1933, as amended (the “Securities Act”) with respect to the PubCo Ordinary Shares (as defined herein) to be issued to stockholders of the Company (the “Company Shareholders”), stockholders of RF Acquisition Corp. (the “RFAC Stockholders”), including as a result of the conversion of RFAC Public Rights (as defined herein) to RFAC Class A Common Stock (as defined herein), the PubCo Public Warrants (as defined herein) to be issued to holders of RFAC Public Warrants, and the PubCo Ordinary Shares underlying such warrants, if the Business Combination (as defined herein) is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the Special Meeting at which RFAC Stockholders shall be asked to consider and vote upon a proposal to approve the Business Combination by the adoption of the Merger Agreement and the Transactions, among other matters.

References to “U.S. Dollars” and “$” in this proxy statement/prospectus are to United States dollars, the legal currency of the United States. Discrepancies in any table between totals and sums of the amounts listed are due to rounding. Certain amounts and percentages have been rounded; consequently, certain figures may add up to be more or less than the total amount and certain percentages may add up to be more or less than 100% due to rounding. In particular and without limitation, amounts expressed in millions contained in this proxy statement/prospectus have been rounded to a single decimal place for the convenience of readers.

You should rely only on the information contained in this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in this proxy statement/​prospectus. This proxy statement/prospectus is dated as of the date set forth on the cover hereof. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than that date. Neither the mailing of this proxy statement/prospectus to RFAC Stockholders, nor the issuance by PubCo of its PubCo Ordinary Shares in connection with the Business Combination will create any implication to the contrary. Information contained in this proxy statement/prospectus regarding RFAC has been provided by RFAC and information contained in this proxy statement/prospectus regarding PubCo and the Company (as defined herein) has been provided by PubCo and the Company. This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

 

1

 

MARKET AND INDUSTRY DATA

This proxy statement/prospectus contains estimates, projections, and other information concerning the Company’s industry and business, as well as data regarding market research, estimates, and forecasts prepared by the Company’s management. Information that is based on estimates, forecasts, projections, market research, or similar methodologies is inherently subject to uncertainties, and actual events or circumstances may differ materially from events and circumstances that are assumed in this information. The industry in which the Company operates is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section titled “Risk Factors.” Unless otherwise expressly stated, the Company obtained this industry, business, market, and other data from reports, research surveys, studies, and similar data prepared by market research firms and other third parties, industry and general publications, and similar sources. In some cases, the Company does not expressly refer to the sources from which this data is derived. In that regard, when the Company refers to one or more sources of this type of data in any paragraph, you should assume that other data of this type appearing in the same paragraph is derived from sources which the Company paid for, sponsored, or conducted, unless otherwise expressly stated or the context otherwise requires. Forecasts and other forward-looking information with respect to industry, business, market, and other data are subject to the same qualifications and additional uncertainties regarding the other forward-looking statements in this proxy statement/prospectus. See “Cautionary Note Regarding Forward-Looking Statements.”

 

2

 

TRADEMARKS, SERVICE MARKS AND TRADE NAMES

The Company name, logos and other trademarks and service marks of the Company appearing in this proxy statement/prospectus are the property of the Company. Solely for convenience, some of the trademarks, service marks, logos and trade names referred to in this proxy statement/prospectus are presented without the applicable ®, TM or SM symbols, but such references are not intended to indicate, in any way, that the Company will not assert, to the fullest extent under applicable law, its rights or the rights of the applicable licensors to these trademarks, service marks and trade names. This proxy statement/prospectus contains additional trademarks, service marks and trade names of others. All trademarks, service marks and trade names appearing in this proxy statement/prospectus are, to our knowledge, the property of their respective owners. We do not intend our use or display of other companies’ trademarks, service marks, copyrights or trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

 

3

 

ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information that is not included in or delivered with this proxy statement/prospectus. This information is available for you to review through the SEC’s website at www.sec.gov. You may request copies of this proxy statement/prospectus or other information concerning RFAC, without charge, by phone or by written request directed to RFAC at:

RF Acquisition Corp.
111 Somerset, #05-06
Singapore 238164
Attn: Tse Meng Ng
Telephone No.: +65 6904 0766

You may also request information from by contacting our proxy solicitor at:

Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford, CT 06902
Individuals call toll-free (800) 662-5200
Banks and brokers call (203) 658-9400
Email: RFAC.info@investor.morrowsodali.com

In order for you to receive timely delivery of the documents in advance of the Special Meeting to be held on [•], 2024, you must request the information no later than five business days prior to the date of the Special Meeting, or by [•], 2024.

 

4

 

FREQUENTLY USED TERMS

“AAA game” means video game with the highest development budgets and levels of promotion.

“Acquisition Entities” means, collectively, PubCo, Merger Sub 1 and Merger Sub 2, and each, individually, an “Acquisition Entity”.

“Acquisition Proposal” means, as to the Company or SPAC, other than the Transactions and the Restructuring, any offer or proposal relating to: (a) any acquisition or purchase, direct or indirect, of (i) 20% or more of the consolidated assets of such Person and its Subsidiaries or (ii) 20% or more of any class of equity or voting securities of (x) such Person or (y) one or more Subsidiaries of such Person holding assets constituting, individually or in the aggregate, 20% or more of the consolidated assets of such Person and its Subsidiaries; (b) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in any Person beneficially owning 20% or more of any class of equity or voting securities of (i) such Person or (ii) one or more Subsidiaries of such Person holding assets constituting, individually or in the aggregate, 20% or more of the consolidated assets of such Person and its Subsidiaries; or (c) a merger, consolidation, share exchange, business combination, sale of substantially all the assets, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving (i) such Person or (ii) one or more Subsidiaries of such Person holding assets constituting, individually or in the aggregate, 20% or more of the consolidated assets of such Person and its Subsidiaries. Notwithstanding anything to the contrary, any transaction in which the Company or one of its Subsidiaries or Affiliates acquires another entity for strategic purposes, as reasonably determined by the Company, shall not be deemed an “Acquisition Proposal.”

“Action” means any action, lawsuit, complaint, claim, petition, suit, audit, examination, assessment, arbitration, mediation or inquiry, or any proceeding or investigation, by or before any governmental authority.

“Add-On” means a computer software product produced by the Publisher for release in Packaged Media Units after the initial release of the video game which may be purchased in the form of a Packaged Media Unit by an end-user for use with the videogame which product may include additional game levels, items or characters to complement those game levels, items or characters originally designed for the video game and/or some additional features to complement those features originally designed for the video game.

“Adjournment Proposal” means the proposal to be considered at the Special Meeting to adjourn the Special Meeting to a later date or dates, if necessary to permit further solicitation and vote of proxies if it is determined by RFAC that more time is necessary or appropriate to approve one or more proposals at the Special Meeting.

“Advisory Governance Proposals” means the Governance Proposals A-D to approve, on a non-binding advisory basis, certain governance provisions in the PubCo Charter.

“Affiliates” means, with respect to any specified Person, any Person that, directly or indirectly, controls, is controlled by, or is under common control with, such specified Person, whether through one or more intermediaries or otherwise. The term “control” ​(including the terms “controlling”, “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Alternative Transaction” means, (i) as to any GCL Company, a transaction (other than any Transaction, the Restructuring or any transaction in which the GCL Company or its respective Subsidiaries or Affiliates is the surviving entity) concerning the sale or transfer of (a) all or any material part of the business or assets of the GCL Companies, taken as a whole, or (b) any of the Company Shares or other equity interests or profit interests (including any phantom or synthetic equity) of any GCL Company, whether newly issued or already outstanding, in any case, whether such transaction takes the form of a sale or issuance of shares or other equity interests, assets, merger, consolidation, issuance of debt securities or convertible securities, warrants, management contract, joint venture or partnership, or otherwise, and (ii) as to RFAC, a transaction involving the sale or transfer of RFAC Common Stock, in any case, whether such transaction takes the form of a sale of shares or other equity interests, assets, merger, consolidation, business

 

5

 

combination, issuance of debt securities or convertible securities, warrants, management Contract, joint venture or partnership, or otherwise.

“Ancillary Agreements” means, collectively, the Sponsor Support Agreement, the Shareholder Support Agreement, the Lock-Up Agreements, the Registration Rights Agreement, the PubCo Governing Documents, the Assignment and Assumption Agreement, and the joinders to the Merger Agreement to be executed and delivered by each Acquisition Entity following its formation.

“Audited Company Financials” means the audited consolidated financial statements of the GCL Companies (including, in each case, any related notes thereto), consisting of the consolidated statements of financial position of the GCL Companies as of March 31, 2023 and March 31, 2022, and the related audited consolidated statements of profit or loss and other comprehensive income, changes in equity and cash flows for the fiscal years then ended, each audited by a PCAOB qualified auditor in accordance with PCAOB standards.

“Available Cash” means the amount of cash available to PubCo as of the Closing, including (i) the amount of cash available in the Trust Account after deducting the amount required to satisfy the RFAC Share Redemption Amount, and (ii) other amounts available to RFAC or the Company as of the Closing, prior to paying any RFAC Transactions Expenses or Company Transaction Expenses; provided, that any Transaction Financing obtained and subsequently used by the Company or any of its Affiliates during the period between the date of the Merger Agreement and the Closing shall be applied toward the calculation of Minimum Cash.

“Business Combination” means the Mergers and the Transactions, together with the Restructuring, and each other transaction, document or agreement contemplated thereby, to be consummated pursuant to the Merger Agreement.

“Business Combination Proposal” means the proposal to approve the adoption of the Merger Agreement and the Transactions.

“BVI” means the British Virgin Islands.

“Closing” means the closing of the Business Combination.

“Closing Date” means the date on which the Business Combination is consummated.

“Code” means the Internal Revenue Code of 1986, as amended.

“Companies Act” means the Companies Act (as revised) of the Cayman Islands.

“Company” means (a) prior to the completion of the Restructuring (as defined below), GCL BVI, and (b) from and after the completion of the Restructuring, GCL Global.

“Company Board” means, as the case may be, (a) prior to the completion of the Restructuring, the Board of Directors of GCL BVI, and (b) from and after the completion of the Restructuring, the Board of Directors of GCL Global.

“Company Exchange Ratio” means the quotient obtained by dividing the Price per Company Share by $10.00.

“Company Governing Documents” means, the Company’s Memorandum and Articles of Association (as amended).

“Company Shareholder” means any holder of any Company Shares.

“Company Shares” means ordinary shares of the Company.

“Company Transaction Expenses” means fees and disbursements incurred by the Company or the Company Shareholders in connection with the Transactions for the categories listed on Schedule 2.1(b)(i) to the Merger Agreement.

“Company Written Consent” means the irrevocable written consent, in form and substance reasonably acceptable to RFAC, of the Key Shareholder in favor of the approval and adoption of the Merger Agreement,

 

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the Initial Merger, the PubCo Equity Incentive Plan, and the other Transactions (including as required under the Cayman Companies Act and the Company Governing Documents)

“Continental” means Continental Stock Transfer & Trust Company.

“DGCL” means the General Corporation Law of the State of Delaware.

“Disclosure Letter” means the disclosure letter to the Company which forms part of the Merger Agreement.

“Dissenting Shares” means Company Shares that are issued and outstanding immediately prior to the Initial Merger Effective Time and that are held by Company Shareholders who have not voted in favor of the Initial Merger nor consented thereto in writing and who have given a notice of election to dissent pursuant to Section 238 of the Companies Act and otherwise complied with all of the provisions of the Companies Act relevant to the exercise and perfection of dissenters’ rights.

“EBC” means EarlyBirdCapital Inc., the representative of the underwriters in the IPO.

“EBC Founder Shares” means an aggregate of 200,000 RFAC Class A Common Stock issued to EBC in exchange for cash of $20 on April 12, 2021.

“Fully-Diluted Company Shares” means the total number of issued and outstanding Company Shares as of immediately prior to the Initial Merger Effective Time, on an as-converted basis and assuming the exercise of any options, warrants, or other similar securities of the Company as of immediately prior to the Initial Merger Effective Time, if applicable.

“GCL Companies” or “GCL Group” means, collectively, GCL Global and the Group Subsidiaries (but not, for the avoidance of doubt, the Acquisition Entities).

“GCL Global” means GCL Global Limited, a Cayman Islands exempted company limited by shares.

“GCL Global SG” means GCL Global Pte Ltd, a Singapore company.

“Governmental Authority” means any federal, state, provincial, municipal, local, international, supranational or foreign government, governmental authority, regulatory or administrative agency (which for the purposes of this Agreement shall include the SEC), governmental commission, department, board, bureau, agency, court, arbitral tribunal, securities exchange or similar body or instrumentality thereof.

“Governmental Order” means any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any Governmental Authority.

“Group Subsidiaries” means, collectively, (a) Titan Digital Media Pte. Ltd., a Singapore company, (b) Epicsoft Hong Kong Limited, a Hong Kong company, (c) Epicsoft Malaysia Sdn. Bhd., a Malaysia company, (d) Epicsoft Asia Pte. Ltd., a Singapore company, (e) 4Divinity Pte. Ltd., a Singapore company, (f) 2Game Digital Limited, a Hong Kong company, (g) Starry Jewelry Pte Ltd., a Singapore company, (h) Martiangear Pte Ltd., a Singapore company, and (i) 2 Game Pro Ltda, a Brazilian company.

“Merger Sub 1” means a Cayman Islands exempted company limited by shares and wholly owned direct subsidiary of PubCo, to be formed by PubCo pursuant to the Merger Agreement for the purpose of participating in the transactions contemplated by the Merger Agreement.

“Incentive Plan Proposal” means the proposal to approve the PubCo Equity Incentive Plan, in the form attached to this proxy statement/prospectus as Annex C

“Incentive Shares” means the 2,000,000 PubCo Ordinary Shares to be issued at the Closing as an incentive in connection with non-redemption or similar agreements or sources of Transaction Financing, to be allocated as determined by the Sponsor, in its sole discretion, which such shares shall not be subject to any lock-up period. Pursuant to the Merger Agreement, the Sponsor may direct PubCo to issue all of the

 

7

 

Incentive Shares directly to Sponsor at Closing, and PubCo’s obligation to issue the Incentive Shares at Closing is not conditioned on the Transaction Financing.

“Initial Merger” means the merger of the Company with and into Merger Sub 1.

“Initial Merger Effective Time” means the date and time that the Initial Merger becomes effective in accordance with the Merger Agreement.

“Initial Stockholder” means holders of founder shares prior to the IPO.

“Insiders” means the officers and directors of RFAC.

“IPO” means RFAC’s initial public offering of RFAC Units, consummated on March 28, 2022.

“IRS” means the U.S. Internal Revenue Service.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012.

“Key Shareholders” means any holder of 5% or more of the Fully-Diluted Company Shares.

“Lock-Up Agreements” means the separate lock-up agreements to be entered into at the Closing among PubCo, certain Company Shareholders and Sponsor, pursuant to which the PubCo Ordinary Shares received by such Persons will be locked-up and subject to transfer restrictions for a period of time following the Closing.

“Merger Consideration” means $1,200,000,000.

“Merger Consideration Shares” means newly issued PubCo Ordinary Shares that is equal to the Company Exchange Ratio (rounded up to the nearest whole share).

“Merger Sub 2” means a Delaware corporation and wholly owned direct subsidiary of PubCo, to be formed by PubCo pursuant to the Merger Agreement for the purpose of participating in the transactions contemplated by the Merger Agreement.

“Minimum Cash” means the aggregate cash available to PubCo at the Closing from the Trust Account and the Transaction Financing (after giving effect to any redemptions but prior to paying any RFAC Transaction Expenses and Company Transaction Expenses), shall equal or exceed $25,000,000; provided, that, any cash obtained as Transaction Financing that is used by the Company or any of its Affiliates during the period between October 18, 2023 and Closing shall be applied in the calculation of Minimum Cash.

“Nasdaq” means the Nasdaq Global Market or Nasdaq Capital Market.

“Nasdaq Proposal” means the proposal to approve, for purposes of complying with Nasdaq Listing Rule 5635, the issuance of PubCo Ordinary Shares in connection with the Business Combination.

“NYSE” means the New York Stock Exchange.

“Packaged Media Units” means a version of the video game which is stored in physical, packaged media in general use for distribution through retail channels to the end-users.

“Payment Spreadsheet” means a spreadsheet that shall be delivered by the Company to RFAC pursuant to Section 2.1(b) of the Merger Agreement not less than two business days prior to the Closing, which shall set forth the portion of the Merger Consideration Shares payable to the Company Shareholders in accordance with the terms of the Merger Agreement and the Company Governing Documents.

“Person” means any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, trust, estate, joint venture, joint stock company, Governmental Authority or instrumentality or other entity of any kind.

“Price per Company Share” means the quotient, expressed as a dollar number, obtained by dividing the Merger Consideration by the Fully-Diluted Company Shares.

“Proposals” means the Business Combination Proposal, the Advisory Governance Proposals, the Nasdaq Proposal, the Incentive Plan Proposal, and the Adjournment Proposal.

 

8

 

“PubCo Charter” means the Amended and Restated Memorandum of Association and Articles of Association of PubCo, to be adopted by PubCo, in the form attached this proxy statement/prospectus as Annex B.

“PubCo Board” means the board of directors of PubCo.

“PubCo Equity Incentive Plan” means the GCL Global Holdings Ltd Equity Incentive Plan.

“PubCo Ordinary Shares” means the ordinary shares of PubCo, par value $0.0001 per share.

“Record Date” means [•], 2024 the record date for the Special Meeting.

“Registration Rights Agreement” means a registration rights agreement to be entered into at the Closing among PubCo, certain Company Shareholders, and the Sponsor, pursuant to which, among other things, PubCo will agree to provide certain Company Shareholders with certain rights relating to the registration for resale of the PubCo Ordinary Shares that they will receive in the Initial Merger.

“Regulatory Approvals” means any necessary or advisable regulatory approvals, consents, Actions, nonactions or waivers in order to complete lawfully the Transactions.

“Representatives” of a Person means, collectively, officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives of such Person or its Affiliates.

“Restructuring” means a sequential two-step transaction involving (a) sale by GCL BVI of all its equity interests in GCL Global Pte Ltd (“GCL Global SG”) (representing 100% of the total issued and outstanding shares of GCL Global SG) to GCL Global in return for GCL Global shares being issued to the GCL Shareholders (defined below), resulting in (i) GCL Global SG (which in turn holds equity interests in the Group Subsidiaries, except for Epicsoft Malaysia Sdn Bhd (“Epicsoft Malaysia”)) becoming a wholly-owned subsidiary of GCL Global; and (ii) GCL Shareholders holding all issued and outstanding shares in GCL Global; and (b) sale by GCL BVI shareholders holding a total of 99.8% of the total outstanding shares of GCL BVI (“GCL Shareholders”) of their equity interests in GCL BVI to GCL Global, resulting in GCL BVI (which in turn holds 100% of the total issued and outstanding shares of Epicsoft Malaysia) becoming a 99.8%-owned subsidiary of GCL Global.

“RFAC” means RF Acquisition Corp., a Delaware corporation.

“RFAC Board” means the board of directors of RFAC.

“RFAC Bylaws” means the bylaws of RFAC in effect immediately prior to the SPAC Merger Effective Time, as amended and/or restated from time to time.

“RFAC Capital Stock” means, collectively, the RFAC Common Stock and the preferred stock of RFAC, par value $0.0001 per share.

“RFAC Charter” means the Second Amended and Restated Certificate of Incorporation of RFAC, dated March 30, 2023, as amended and/or restated from time to time.

“RFAC Common Stock” means RFAC Class A Common Stock and RFAC Class B Common Stock.

“RFAC Class A Common Stock” means Class A common stock of RFAC, par value $0.0001 per share.

“RFAC Class B Common Stock” means Class B common stock of RFAC, par value $0.0001 per share.

“RFAC Governing Documents” means, collectively, the RFAC Charter and the RFAC Bylaws.

“RFAC Private Placement” means the private placement that closed concurrently with the closing of the IPO pursuant to which RFAC issued and sold to the Sponsor 4,050,000 RFAC Private Placement Warrants and sold to EBC 500,000 RFAC Private Placement Warrants, in each case, at a price of $1.00 per RFAC Private Placement Warrant, generating gross proceeds of $4,550,000, and the private placement occurring at the exercise of the over-allotment option, pursuant to which RFAC issued and sold to the Sponsor an additional 400,500 RFAC Private Placement Warrants and sold to EBC an additional 49,500

 

9

 

RFAC Private Placement Warrants, in each case, at a price of $1.00 per RFAC Private Placement Warrant, generating additional gross proceeds of $450,000.

“RFAC Private Placement Warrants” means the warrants purchased in the RFAC Private Placement.

“RFAC Private Placement Warrants Purchase Agreements” means the RFAC Private Placement Warrants Purchase Agreement (EBC) and RFAC Private Placement Warrants Purchase Agreement (Sponsor).

“RFAC Private Placement Warrants Purchase Agreement (EBC)” means the private placement warrants purchase agreement, dated as of March 23, 2022, by and between RFAC and EBC.

“RFAC Private Placement Warrants Purchase Agreement (Sponsor)” means the private placement warrants purchase agreements, dated as of March 23, 2022, by and between RFAC and the Sponsor.

“RFAC Public Shares” means the shares of RFAC Class A Common Stock sold as part of the RFAC Units in the IPO.

“RFAC Public Stockholder” means a holder of RFAC Public Shares.

“RFAC Public Warrants” means the RFAC warrants sold as part of the RFAC Units in the IPO.

“RFAC Public Rights” or “RFAC Rights” means the RFAC rights sold as part of the RFAC Units in the IPO.

“RFAC Share Redemption” means the election of an eligible (as determined in accordance with the RFAC Charter and RFAC Bylaws) holder of shares of RFAC Common Stock to redeem all or a portion of the shares of RFAC Common Stock held by such holder pursuant to the RFAC Charter and RFAC Bylaws in connection with the Transaction Proposals.

“RFAC Share Redemption Amount” means the aggregate amount payable from the Trust Account with respect to all RFAC Share Redemptions.

“RFAC Stockholder” means any holder of any shares of RFAC Capital Stock.

“RFAC Stockholders’ Approval” means the approval of the Proposals, in each case, by an affirmative vote of the holders of at least a majority of the outstanding shares of RFAC Common Stock entitled to vote, who attend and vote thereupon (as determined in accordance with the RFAC Governing Documents) at a RFAC stockholder meeting duly called by the RFAC Board and held for such purpose.

“RFAC Transaction Expenses” means fees and disbursements incurred by RFAC or the Sponsor in connection with the Transactions for the categories listed on Schedule 2.1(b)(ii) to the Merger Agreement.

“RFAC Units” means units of RFAC, each unit comprising one share of RFAC Class A Common Stock, one RFAC Public Right, and one RFAC Public Warrant.

“RFAC Warrants” means the RFAC Public Warrants and RFAC Private Placement Warrants.

“RFAC Warrant Agreement” means that certain Warrant Agreement, dated March 23, 2022, by and between SPAC and Continental, as the warrant agent.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the United States Securities Act of 1933, as amended.

“SPAC Merger” means the merger of Merger Sub 2 with and into RFAC.

“SPAC Merger Effective Time” means the date and time that the SPAC Merger becomes effective in accordance with the Merger Agreement.

“SPAC Stockholders’ Approval” means the approval of the Transaction Proposals, in each case, by an affirmative vote of the holders of at least a majority of the outstanding shares of RFAC Common Stock entitled to vote, who attend and vote thereupon (as determined in accordance with the RFAC Charter and RFAC Bylaws) at a RFAC stockholder meeting duly called by the RFAC Board and held for such purpose.

 

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“Special Meeting” means the special meeting of the RFAC Stockholders, to be held on [•], 2024 at [•] Eastern time, via live audio webcast over the internet at [•], or at such other time, on such other date and at such other place to which the meeting may be adjourned, for the purpose of voting on RFAC’s proposed Business Combination with PubCo and the Company and the other matters described in the accompanying proxy statement/prospectus. You will be able to attend, vote your shares and submit questions during the Special Meeting via a live webcast available at the website address above.

“Sponsor” means RF Dynamic LLC, a Delaware limited liability company.

“Sponsor Founder Shares” means an aggregate of 2,875,000 RFAC Class A Common Stock issued to Sponsor in exchange for cash of $25,000 on January 21, 2021.

“Sponsor Related Parties” means the Sponsor as the initial stockholder of RFAC Class B Common Stock, and any permitted transferees (including the independent directors of RFAC).

“Steam” means a digital distribution platform that allows one to buy and install games, interact with other players, and live-stream.

“Subsidiary” means, with respect to a Person, any corporation or other organization (including a limited liability company or a general or limited partnership), whether incorporated or unincorporated, of which such Person directly or indirectly owns or controls a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or other organization or any organization of which such Person or any of its Subsidiaries is, directly or indirectly, a general partner or managing member.

“Surviving Corporation” means, with respect to the periods from and after the Initial Merger Effective Time, the Company, the surviving corporation of the Initial Merger.

“Termination Date” means September 30, 2024.

“Trading Day” means any day on which the Trading Market is open for trading.

“Trading Market” means the national stock exchange on which the PubCo Ordinary Shares are listed for trading..

“Transactions” means, collectively, the Mergers and each of the other transactions contemplated by the Merger Agreement or any of the Ancillary Agreements but excludes the Restructuring.

“Transaction Financing” mean ss soon as practicable after the signing of the Merger Agreement, each of RFAC, the Company, and , Sponsor, shall jointly exercise their reasonable best efforts to obtain transaction financing, in the form of signed agreements for a private placement of equity, or other alternative financing, from Transaction Investors, to be agreed by RFAC and the Company, in an aggregate amount of not less than $20,000,000.

“Transaction Investor” means any investor in the Transaction Financing.

“Trust Account” means the Trust Account of RFAC for the benefit of RFAC Public Stockholders.

“Trust Agreement” means the Investment Management Trust Agreement, dated as of March 23, 2022, between SPAC and Trustee.

“Trustee” means the Continental, as trustee pursuant to the Trust Agreement.

 

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•

the ability to protect information technology systems and platforms against security breaches or otherwise protect confidential information or platform users’ personally identifiable information;

​

•

the risk that the Business Combination disrupts current plans and operations of the Company as a result of the announcement and consummation of the Business Combination;

​

•

man-made or natural disasters, including war, acts of international or domestic terrorism, civil disturbances, occurrences of catastrophic events and acts of God such as floods, earthquakes, wildfires, typhoons and other adverse weather and natural conditions that affect the Company’s business or assets;

​

•

the loss of key personnel and the inability to replace such personnel on a timely basis or on acceptable terms;

​

•

PubCo’s ability to raise financing in the future;

​

•

exchange rate fluctuations;

​

•

legal, regulatory and other proceedings;

​

•

changes in interest rates or rates of inflation;

​

•

tax laws and the interpretation and application thereof by tax authorities in the jurisdictions where the Company operates;

​

•

the number and percentage of RFAC shareholders voting against the Proposals at the Special Meeting and/or seeking redemption;

​

•

RFAC’s and the Company’s ability to successfully secure the Transaction Financing;

​

•

the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement;

​

•

PubCo’s ability to initially list, and once listed, maintain the listing of its securities on either Nasdaq or the NYSE following the Business Combination; and

​

•

other factors detailed under the section entitled “Risk Factors.”

​

 

13

 

QUESTIONS AND ANSWERS FOR STOCKHOLDERS OF RFAC

The following questions and answers briefly address some commonly asked questions about the Proposals to be presented at the Special Meeting. The following questions and answers do not include all the information that is important to RFAC Stockholders. We urge the RFAC Stockholders to carefully read this entire proxy statement/prospectus, including the annexes and other documents referred to herein, to fully understand the proposed Business Combination and the voting procedures for the Special Meeting.

Q.

Why am I receiving this proxy statement/ prospectus?

​

A.

RFAC shareholders are being asked to consider and vote upon a proposal to approve and adopt the Business Combination and certain related Proposals. You are receiving this proxy statement/prospectus because you hold shares of RFAC Common Stock as of the Record Date for the Special Meeting.

​

RFAC, PubCo, GCL BVI, GCL Global and the Sponsor have agreed to the Business Combination under the terms of the Merger Agreement that is described in this proxy statement/prospectus. Pursuant to the terms of the Merger Agreement, among other things, PubCo will form (i) Merger Sub 1, which shall be a Cayman Islands exempted company limited by shares and wholly owned direct subsidiary of PubCo, and (ii) Merger Sub 2, which shall be a Delaware corporation and wholly owned direct subsidiary of PubCo, for the purpose of participating in the transactions contemplated by the Merger Agreement, including, without limitation, (a) the Initial Merger, in which Merger Sub 1 shall merge with and into GCL Global, with GCL Global surviving such merger as a wholly owned subsidiary of PubCo, and (b) the SPAC Merger, in which Merger Sub 2 shall merge with and into RFAC, with RFAC surviving such merger as a wholly owned subsidiary of PubCo. Further, pursuant to the Merger Agreement, on February 14, 2024, GCL BVI and GCL Global have caused certain other entities as provided in the Merger Agreement to complete the Restructuring.

RFAC’s units, the RFAC Class A Common Stock, the RFAC Public Warrants, and the RFAC Public Rights are publicly traded on the Nasdaq Global Market under the symbols “RFACU,” “RFAC,” “RFACW,” and “RFACR,” respectively. PubCo has applied for listing, to be effective at the time of the Business Combination, of PubCo Ordinary Shares and PubCo Public Warrants on Nasdaq or the NYSE under the proposed trading symbols “GCL” and “GCLW.” Each RFAC unit consists of one RFAC Class A Common Stock, one RFAC Public Warrant, and one RFAC Public Right. Upon consummation of the Business Combination, any units then outstanding will automatically separate into its constituent common stock, warrants, and rights. Accordingly, PubCo will not have units outstanding following consummation of the Business Combination.

This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the Special Meeting, along with important information about PubCo and the business of PubCo and its subsidiaries following consummation of the Business Combination. You should read this proxy statement/prospectus and its annexes carefully and in their entirety.

Q.

What Proposals are RFAC Stockholders being asked to vote upon?

​

A:

At the Special Meeting, RFAC is asking holders of RFAC Common Stock to consider and vote upon the following Proposals:

​

1.

The Business Combination Proposal — to consider and vote upon a proposal to approve and adopt the Merger Agreement and the Transactions. See the section entitled “The Business Combination Proposal.”

​

2.

The Advisory Governance Proposals — to consider and vote upon to approve, on a non-binding advisory basis, certain governance provisions in the PubCo Charter. See the section entitled “The Advisory Governance Proposals.”

​

 

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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. See the section entitled “The Nasdaq Proposal.”

​

4.

The Incentive Plan Proposal — to consider and vote upon a proposal to approve the PubCo Equity Incentive Plan, in the form attached to the accompanying proxy statement/prospectus as Annex C. See the section entitled “The Incentive Plan Proposal.”

​

5.

The Adjournment Proposal — to consider and vote upon a proposal to adjourn the Special Meeting to a later date or dates to permit further solicitation and voting of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Business Combination Proposal. See the section entitled “The Adjournment Proposal.”

​

RFAC shall hold the Special Meeting to consider and vote upon these Proposals. This proxy statement/​prospectus contains important information about the proposed Business Combination and the other matters to be acted upon at the Special Meeting. Stockholders should read it carefully.

The vote of stockholders is important. Stockholders are encouraged to submit their completed proxy card as soon as possible after carefully reviewing this proxy statement/prospectus.

Q:

What equity stake will holders of RFAC Public Shares, holders of Company Shares and the Sponsor hold in PubCo upon completion of the Business Combination?

​

A.

It is anticipated that upon consummation of the Business Combination, PubCo will become a new public company, and the former holders of securities of RFAC and the Company and the Sponsor shall all become security holders of PubCo.

​

With respect to the Company’s existing outstanding securities, pursuant to the Merger Agreement and at the Initial Merger Effective Time:

•

by virtue of the Initial Merger and without any action on the part of any party to the Merger Agreement or the holders of shares of Merger Sub 1, each share of Merger Sub 1 that is issued and outstanding immediately prior to the Initial Merger Effective Time shall automatically be converted into an equal number and class of shares of GCL Global, which shares shall constitute the only outstanding shares of GCL Global;

​

•

by virtue of the Initial Merger and without any action on the part of any party to the Merger Agreement or the holders of Company Shares, each Company Share that is issued and outstanding immediately prior to the Initial Merger Effective Time (other than any treasury shares or Dissenting Shares), shall automatically be cancelled and cease to exist in exchange for the right to receive the Merger Consideration Shares, and as of the Initial Merger Effective Time, each Company Shareholder (as defined in the Merger Agreement) shall cease to have any other rights in and to the Company (other than appraisal and dissenter’s rights);

​

•

if there are any Company Shares that are owned by the Company as treasury shares or any Company Shares owned by any direct or indirect subsidiary of the Company immediately prior to the Initial Merger Effective Time, such Company Shares shall be canceled and shall cease to exist without any conversion thereof or payment therefor; and

​

•

each of the Dissenting Shares issued and outstanding immediately prior to the Initial Merger Effective Time shall be canceled and cease to exist in accordance with Section 2.7(a) of the Merger Agreement and shall thereafter represent only the right to receive the applicable payments as set forth in the Merger Agreement.

​

With respect to RFAC’s existing outstanding securities, pursuant to the Merger Agreement and at the SPAC Merger Effective Time:

•

by virtue of the SPAC Merger and without any action on the part of any party to the Merger Agreement or the holders of securities of Merger Sub 2, each share of capital stock of Merger Sub 2 that is issued and outstanding immediately prior to the SPAC Merger Effective Time shall automatically be converted into an equal number of shares of RFAC Class A Common Stock;

​

 

15

 

•

each RFAC Unit — comprising one share RFAC Class A Common Stock, one RFAC Public Right and one RFAC Public Warrant — that is outstanding immediately prior to the SPAC Merger Effective Time shall be automatically separated, and the holder thereof shall be deemed to hold one share of RFAC Class A Common Stock, one RFAC Public Warrant, and one RFAC Public Right in accordance with the terms of the applicable RFAC Unit, which underlying securities of RFAC shall be adjusted in accordance with the applicable terms of the Merger Agreement;

​

•

immediately following the separation of each RFAC Unit in accordance with the Merger Agreement, by virtue of the SPAC Merger and conditioned on the consummation of the Mergers and without any action on the part of any party to the Merger Agreement or the holders of RFAC Capital Stock, each holder of 10 or more RFAC Public Rights shall be deemed to hold one share of RFAC Class A Common Stock for each 10 such RFAC Public Rights (including all RFAC Public Rights that were included in the RFAC Units);

​

•

immediately following the separation of each RFAC Unit in accordance with the Merger Agreement and the exchange of each RFAC Public Right in accordance with the Merger Agreement, by virtue of the SPAC Merger and conditioned on the consummation of the Mergers and without any action on the part of any party to the Merger Agreement or the holders of RFAC Capital Stock each share of RFAC Class A Common Stock that is issued and outstanding immediately prior to the SPAC Merger Effective Time, shall automatically be cancelled and cease to exist in exchange for the right to receive a newly issued PubCo Ordinary Share and each RFAC Stockholder shall cease to have any other rights in and to RFAC;

​

•

if there are any shares of RFAC Capital Stock that are owned by RFAC as treasury shares or any shares of RFAC Capital Stock owned by any direct or indirect Subsidiary of RFAC immediately prior to the SPAC Merger Effective Time, such shares of RFAC Capital Stock shall be canceled and shall cease to exist without any conversion thereof or payment or other consideration therefor; and

​

•

without any action on the part of any holder of a RFAC Public Warrant, each RFAC Public Warrant that is issued and outstanding immediately prior to the SPAC Merger Effective Time (but after giving effect to the separation of each RFAC Unit in accordance with the Merger Agreement) shall, pursuant to and in accordance with that certain warrant agreement, dated March 23, 2022, by and between RFAC and the Trustee, and the Assignment and Assumption Agreement (as defined in the Merger Agreement), automatically and irrevocably be modified to provide that such RFAC Public Warrant shall no longer entitle the holder thereof to purchase the number of shares of RFAC Class A Common Stock set forth therein and in substitution thereof such RFAC Public Warrant shall entitle the holder thereof to acquire such equal number of PubCo Ordinary Shares, and each PubCo Public Warrant shall continue to have and be subject to substantially the same terms and conditions as were applicable to such RFAC Public Warrant as of immediately prior to the SPAC Merger effective Time, except that each PubCo Public Warrant shall be exercisable for shares of PubCo Ordinary Shares rather than RFAC Class A Common Stock.

​

We anticipate that, upon the Closing — and as further discussed below — the Sponsor, RFAC’s directors, officers and other initial stockholders and their affiliates will own 2,875,000 PubCo Ordinary Shares, which would be valued at approximately $[31.3] million, based on the closing price of RFAC Common Stock of $[11.08] per share on [•], 2024, the record date of the special meeting, and 4,450,500 warrants of PubCo, which would be valued at approximately $[11,262.50], based on the closing price of RFAC Common Stock of $[0.025] per warrant on [•], 2024 . In addition, upon the Closing, 2,000,000 PubCo Ordinary Shares may be issued at the Closing as an incentive in connection with non-redemption or similar agreements or sources of Transaction Financing, to be allocated as determined by Sponsor, in its sole discretion, with an aggregate value of approximately $[21,700,000], based on the closing price of RFAC Common Stock of $[11.08] per share on [•], 2024, the record date of the special meeting. Subject to such issuance, at the sole discretion of the Sponsor, the Sponsor’s approximate dollar value of interest is $53,011,262.50.

The following table sets forth varying pro forma voting power and implied ownership levels in PubCo immediately following the completion of the Business Combination assuming no redemptions, 50% of maximum redemptions, and maximum redemptions. The table below does not include (i) any PubCo

 

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Ordinary Shares that may be issued in connection with the Transaction Financing, (ii) 11,500,000 PubCo Ordinary Shares that underlie the RFAC Public Warrants, (iii) 4,450,500 PubCo Ordinary Shares that underlie Sponsor’s RFAC Private Placement Warrants, and (iv) 549,500 PubCo Ordinary Shares that underlie EBC’s RFAC Private Placement Warrants (collectively, the “Dilutive Interests”), in each case because none of the Dilutive Interests are exercisable or issuable immediately following the consummation of the Business Combination. The ownership percentages reflected in the table are based upon the number of Company Shares and shares of RFAC Class A Common Stock issued and outstanding as of [•], 2024, and are subject to the following additional assumptions:

 

If any of these assumptions are not correct, these percentages will be different. For instance, the maximum number of RFAC Class A Common Stock that may be redeemed will change if we are able to complete the Transaction Financing to satisfy the Minimum Cash Condition.

The table below includes the following Dilutive Interest: (i) 11,500,000 PubCo Ordinary Shares that underlie the RFAC Public Warrants, (ii) 4,450,500 PubCo Ordinary Shares that underlie Sponsor’s RFAC Private Placement Warrants, and (iii) 549,500 PubCo Ordinary Shares that underlie EBC’s RFAC Private Placement Warrants. The ownership percentages reflected in the table are based upon the number of Company Shares and shares of RFAC Class A Common Stock issued and outstanding as of [•], 2024, and are subject to the following additional assumptions:

 

Maximum Redemptions — With Waiver of the Minimum Cash Condition:   This scenario assumes that RFAC Public Stockholders exercise redemption rights with respect to 2,744,649 RFAC Public Shares (100% of the issued, outstanding and unredeemed RFAC Public Shares) in connection with the approval of the Business Combination, at a price of approximately $11.08 per share. This maximum redemption scenario reflects the maximum number of shares of RFAC Class A Common Stock that may be redeemed with waiver of the Minimum Cash Condition.

The following table illustrates the potential impact of redemptions on the per share value of the shares owned by non-redeeming RFAC Stockholders, exclusive of the Dilutive Interests:

(1)

Including Founder Shares held by the Sponsor and its Affiliates, and shares which will be automatically issued upon the exchange of the RFAC Public Rights at Closing.

​

(2)

This scenario assumes that RFAC Public Stockholders exercise redemption rights with respect to 330,877 RFAC Public Shares (approximately 12.1% of the issued, outstanding and unredeemed RFAC Public Shares) in connection with the approval of the Business Combination, at a price of approximately $11.08 per share.

​

(3)

This scenario assumes that RFAC Public Stockholders exercise redemption rights with respect to 661,753 RFAC Public Shares (approximately 24.11% of the issued, outstanding and unredeemed RFAC Public Shares) in connection with the approval of the Business Combination, at a price of approximately $11.08 per share. This maximum redemption scenario reflects the maximum number of shares of RFAC Class A Common Stock that may be redeemed and still allow RFAC to meet the Minimum Cash.

​

The following table illustrates the potential impact of redemptions on the per share value of the shares owned by non-redeeming RFAC Stockholders, inclusive of the Dilutive Interests:

(1)

Including Founder Shares held by the Sponsor and its Affiliates, shares which will be automatically issued upon the exchange of the RFAC Public Rights at Closing, and the Dilutive Interests.

​

(2)

This scenario assumes that RFAC Public Stockholders exercise redemption rights with respect to 330,877 RFAC Public Shares (approximately 12.1% of the issued, outstanding and unredeemed RFAC Public Shares) in connection with the approval of the Business Combination, at a price of approximately $11.08 per share.

​

(3)

This scenario assumes that RFAC Public Stockholders exercise redemption rights with respect to 661,753 RFAC Public Shares (approximately 24.1% of the issued, outstanding and unredeemed RFAC Public Shares) in connection with the approval of the Business Combination, at a price of approximately $11.08 per share. This maximum redemption scenario reflects the maximum number of shares of RFAC Class A Common Stock that may be redeemed and still allow RFAC to meet the Minimum Cash.

​

 

19

 

Q. What conditions must be satisfied to complete the Business Combination?

A.

There are a number of closing conditions to the Business Combination, including, but not limited to, the following:

​

•

the absence of any governmental order, statute, rule, or regulation then in effect enjoining or prohibiting the consummation of the Business Combination

​

•

the completion of redemptions in accordance with the terms of the Merger Agreement, the RFAC Charter and this proxy statement/prospectus;

​

•

the approval, by the requisite vote of RFAC Stockholders, of the Business Combination Proposal, the Nasdaq Proposal, and the Incentive Plan Proposal;

​

•

receipt of approval for PubCo Ordinary Shares and PubCo Public Warrants to be listed on Nasdaq or the NYSE, subject only to official notice of issuance;

​

•

all regulatory approvals having been obtained;

​

•

the aggregate cash available to PubCo at the Closing from the Trust Account and the Transaction Financing (after giving effect to any redemptions but prior to paying any RFAC Transaction Expenses and Company Transaction Expenses), shall equal or exceed $25,000,000 (subject to conditions in the Merger Agreement);

​

•

the RFAC Stockholders’ approval and the Company Written Consent shall have been obtained;

​

•

the Registration Statement on Form F-4 (the “Registration Statement”) shall have been declared effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn;

​

•

each of the representations and warranties of the Company and of each Acquisition Entity contained in the Merger Agreement shall be true and correct as of the date hereof and as of the Closing Date as though then made, except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct at and as of such date, except for, in each case, inaccuracies or omissions that (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” or another similar materiality qualification set forth therein), individually or in the aggregate, have not had, and would not reasonably be expected to have, a Material Adverse Effect;

​

•

each of the covenants of the Company and of each Acquisition Entity to be performed or complied with as of or prior to the Closing shall have been performed or complied with in all material respects;

​

•

the GCL Companies shall have provided evidence reasonably satisfactory to RFAC of the completion of the Restructuring;

​

•

there has not been any event that has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;

​

•

each of the representations and warranties of RFAC contained in the Merger Agreement shall be true and correct as of the date hereof and as of Closing Date, except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct at and as of such date, and except for, in each case, inaccuracies or omissions that (without giving effect to any limitation as to “materiality” or “material adverse effect” or another similar materiality qualification set forth therein) individually or in the aggregate, have not had, and would not reasonably be expected to have a material adverse effect; and

​

•

each of the covenants of RFAC to be performed or complied with as of or prior to the Closing shall have been performed or complied with in all material respects;

​

For a summary of all of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section entitled “The Business Combination Proposal — The Merger Agreement.”

 

20

 

Q.

Why is RFAC providing stockholders with the opportunity to vote on the Business Combination?

​

A.

Under the RFAC Charter, holders of the RFAC Public Shares must have the opportunity to have their RFAC Public Shares redeemed upon the consummation of RFAC’s initial business combination either in conjunction with a tender offer or in conjunction with a stockholder vote. For business and other reasons, RFAC has elected to provide its stockholders with the opportunity to have their RFAC Public Shares redeemed in connection with a stockholder vote rather than a tender offer. Therefore, RFAC is seeking to obtain the approval of its stockholders of the Business Combination Proposal in order to allow its public stockholders to effectuate redemptions of their RFAC Public Shares in connection with the Closing.

​

Q.

Are there any arrangements to help ensure that there will be sufficient funds to consummate the Business Combination?

​

A.

[TBD]

​

Q.

How many votes do I have at the Special Meeting?

​

A.

RFAC Stockholders are entitled to one vote at the Special Meeting for each share of RFAC Common Stock held of record as of [•], 2024, the Record Date for the Special Meeting. As of the close of business on the Record Date, there were [•] shares of RFAC Class A Common Stock and 0 shares of RFAC Class B Common Stock issued and outstanding.

​

Q.

What vote is required to approve the Proposals presented at the Special Meeting?

​

A.

The approval of the Business Combination Proposal requires the affirmative vote of a majority of the issued and outstanding shares of RFAC Common Stock as of the Record Date. Accordingly, a RFAC Stockholder’s failure to vote by proxy or to vote via the virtual meeting platform at the Special Meeting or an abstention will have the same effect as a vote “AGAINST” the Business Combination Proposal.

​

The approval of all other Proposals presented in this proxy statement/prospectus require the affirmative vote of a majority of the shares of RFAC Common Stock cast by the stockholders represented in person or by proxy and entitled to vote thereon at the Special Meeting. Accordingly, a RFAC Stockholder’s failure to vote by proxy or to vote via the virtual meeting platform at the Special Meeting or an abstention will have no effect on the outcome of such Proposals.

The Sponsor and our directors and officers have agreed to vote their shares in favor of the Business Combination Proposal and all other Proposals presented in this proxy statement/prospectus. As a result, we would need no RFAC Public Shares, to be voted in favor of the Business Combination in order to have the Business Combination approved, as the Sponsor Founder Shares and EBC Founder Shares combined represent an aggregate of 52.8% of the RFAC Class A Common Stock.

Q.

What constitutes a quorum at the Special Meeting?

​

A.

Holders of a majority in voting power of RFAC Common Stock issued and outstanding and entitled to vote at the Special Meeting constitute a quorum. In the absence of a quorum, the meeting chair has the power to adjourn the Special Meeting. As of the Record Date, [•] shares of RFAC Common Stock would be required to achieve a quorum.

​

Q.

How will the Sponsor and RFAC’s directors and officers vote?

​

A.

The Sponsor and RFAC’s officers and directors have agreed to vote any shares of RFAC Common Stock held by them in favor of the Business Combination. Accordingly, it is more likely that the necessary stockholder approval will be received than would be the case if the Sponsor and RFAC’s officers and directors had agreed to vote their shares of RFAC Common Stock in accordance with the majority of the votes cast by RFAC Public Stockholders.

​

 

21

 

As a result, we would need only [•] or approximately [•]%, of the [•] RFAC Public Shares, to be voted in favor of the Business Combination in order to have the Business Combination approved.

Q.

What interests do the Sponsor and RFAC’s current officers and directors have in the Business Combination?

​

A.

When considering the RFAC Board’s recommendation to vote in favor of approving the Business Combination Proposal, the Advisory Governance Proposals, the Nasdaq Proposal, the Incentive Plan Proposal and, if presented, the Adjournment Proposal, RFAC Stockholders should keep in mind that the Sponsor and RFAC’s directors and executive officers, have interests in such proposals that are different from, or in addition to (and which may conflict with), those of the RFAC Stockholders. RFAC’s directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, in recommending to shareholders that they approve the Business Combination and in agreeing to vote their shares in favor of the Business Combination. Stockholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things, the interests listed below:

​

•

The RFAC Charter provides that the doctrine of corporate opportunity will not apply with respect to RFAC or any of its officers or directors, or any of their respective affiliates, in circumstances where the application of any such doctrine would conflict with any fiduciary duties or contractual obligations they may have as of the date of the RFAC Charter or in the future, and RFAC renounces any expectancy that any of the directors or officers of RFAC will offer any such corporate opportunity of which he or she may become aware to RFAC, except, the doctrine of corporate opportunity shall apply with respect to any of the directors or officers of RFAC with respect to a corporate opportunity that was offered to such person solely in his or her capacity as a director or officer of RFAC and (i) such opportunity is one RFAC is legally and contractually permitted to undertake and would otherwise be reasonable for RFAC to pursue and (ii) the director or officer is permitted to refer that opportunity to RFAC without violating any legal obligation;

​

•

unless RFAC consummates an initial business combination, RFAC’s officers and directors and the Sponsor will not receive reimbursement for any out-of-pocket expenses incurred by them on behalf of RFAC (no such expenses were incurred that had not been reimbursed as of [•], 2024) to the extent that such expenses exceed the amount of available proceeds not deposited in the Trust Account;

​

•

the RFAC Private Placement Warrants purchased by the Sponsor for $4,450,500 and by EBC for $549,500 will be worthless if a business combination is not consummated;

​

•

the Sponsor and EBC have agreed that the RFAC Private Placement Warrants, and all of their underlying securities, will not be sold or transferred by it until 30 days after RFAC has completed a business combination, subject to limited exceptions;

​

•

the fact that Sponsor paid $25,000 or approximately $0.009 per share for the Sponsor Founder Shares (of which it currently holds 2,875,000), which such Sponsor Founder Shares, if unrestricted and freely tradeable, would be valued at approximately [$31.3 million], based on the closing price of RFAC Class A Common Stock on June [•], 2024, and that such shares will be worthless if the Business Combination is not consummated and that the Sponsor and its affiliates can earn a positive rate of return on their investment even if RFAC Public Stockholders experience a negative return following the consummation of the Business Combination;

​

•

the fact that if the Business Combination or another business combination is not consummated by September 28, 2024 (the “Final Redemption Date”), RFAC will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding RFAC Common Stock for cash and liquidating. In such event, the RFAC Common Stock held by the Sponsor and RFAC’s directors and officers, which were acquired for an aggregate purchase price of approximately $25,000 prior to the initial public offering, would be worthless because the Sponsor and all of the current members of the RFAC Board have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any RFAC Common Stock (other than public shares) held by them if RFAC fails to complete a business combination by the [Final Redemption Date]. Such shares had an aggregate market value of approximately $31.3 million, based upon a closing price of $[•] per share on Nasdaq on [•], 2024. As a result of waiving liquidating distributions, if RFAC fails to complete a

​

 

22

 

business combination by the Final Redemption Date, the Sponsor would lose $4,450,500 for the purchase of the RFAC Private Placement Warrants, and $25,000 for the purchase of the Founder Shares;

•

the fact that Sponsor and EBC have agreed, for no consideration, not to redeem any of the Sponsor Founder Shares and EBC Founder Shares in connection with a stockholder vote to approve a proposed initial business combination;

​

•

if RFAC does not complete an initial business combination by September 28, 2024 (or a later date approved by RFAC Stockholders pursuant to the RFAC Charter), the proceeds from the sale of the RFAC Private Placement Warrants of $5 million, which includes the Sponsor’s RFAC Private Placement Warrants and EBC’s RFAC Private Placement Warrants, will be included in the liquidating distribution to RFAC Public Stockholders and the RFAC Private Placement Warrants will expire worthless;

​

•

the fact that upon completion of the Business Combination, a business combination marketing fee of $[•] million, $[•] million of M&A advisory fees, and approximately $[•] million of placement agent fees will be payable to EBC, an affiliate of RFAC and the Sponsor;

​

•

if the Trust Account is liquidated, including in the event RFAC is unable to complete an initial business combination within the required time period, the Sponsor has agreed that it will be liable to RFAC if and to the extent any claims by a third party for services rendered or products sold to RFAC, or a prospective target business with which RFAC has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.10 per RFAC Class A Common Stock and (ii) the actual amount per RFAC Class A Common Stock held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.10 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act.

​

•

the fact that the Sponsor has made outstanding loans to RFAC in the aggregate amount of $1,392,629 as of March [•], 2024, which amount the Sponsor will lose to the extent that RFAC is unable to repay such loans if the amount of such loans exceeds the amount of available proceeds not deposited in the Trust Account if an initial business combination is not completed;

​

•

the fact that, in connection with various extensions of the deadline by which RFAC must complete an initial business combination, the Sponsor has deposited an aggregate of $[•] into the Trust Account, as of June [•], 2024, in exchange for non-interest bearing, unsecured promissory notes issued by RFAC to the Sponsor that will not be repaid in the event that RFAC is unable to close a business combination unless there are funds available outside the Trust Account to do so;

​

•

the fact that if RFAC is unable to complete a business combination within the required time period, the aggregate dollar amount of non-reimbursable funds the Sponsor and its affiliates have at risk that depends on completion of a business combination is $[5,868,129], comprised of (i) $25,000, representing the aggregate purchase price paid for the RFAC Common Stock, (ii) $4,450,500, representing the aggregate purchase price paid for Private Placement Units, (iii) $[•] of unpaid expenses incurred by the Sponsor and RFAC’s officers and directors and their affiliates in connection with the administrative services agreement as of the date hereof, (iv) $1,392,629, representing the outstanding loans to RFAC made by the Sponsor, and (v) $[•], representing the funds that the Sponsor has deposited into the Trust Account, as of June [•], 2024, in connection with various extensions of the deadline by which RFAC must complete an initial business combination;

​

•

the fact that RFAC’s existing officers and directors will be eligible for continued indemnification and continued coverage under a directors’ and officers’ liability insurance policy after the Business Combination and pursuant to the Merger Agreement; and

​

•

Tse Meng Ng, RFAC’s current Chairman of the Board and Chief Executive Officer, will join PubCo Board upon completion of the Business Combination.

​

 

23

 

•

The existence of the interests described above may result in a conflict of interest on the part of RFAC’s officers and directors in entering into the Merger Agreement and making their recommendation that you vote in favor of the approval of the Business Combination. In particular, the existence of the interests described above may incentivize RFAC’s officers and directors to complete an initial business combination, even if on terms less favorable to RFAC’s stockholders compared to liquidating RFAC, because, among other things, if RFAC is liquidated without completing an initial business combination, the Sponsor Founder Shares and RFAC Private Placement Warrants would be worthless (which, if unrestricted and freely tradable, would be worth an aggregate of approximately $31.3 million based on the closing price of RFAC Class A Common Stock and RFAC Public Warrant on June [•], 2024), out-of-pocket expenses advanced by the Sponsor and loans made by the Sponsor to RFAC would not be repaid to the extent such amounts exceed cash held by RFAC outside of the Trust Account (which such expenses and loans, as of June [•], 2024, amounted to $1,392,629), and [EBC] would not receive business combination marketing fees, M&A advisory fees and placement agent fees amounting to $[•] million, in the aggregate.

​

Q:

Did the RFAC Board obtain a fairness opinion in determining whether or not to proceed with the Business Combination?

​

A.

No. The RFAC Board did not obtain a fairness opinion in connection with its determination to approve the Business Combination. However, RFAC’s management, the members of the RFAC Board and the other representatives of RFAC have substantial experience in evaluating the operating and financial merits of companies similar to the Company and reviewed certain financial information of the Company and other relevant financial information selected based on the experience and the professional judgment of RFAC’s management team, which enabled them to make the necessary analyses and determinations regarding the Business Combination. Accordingly, investors will be relying solely on the judgment of the RFAC Board in valuing the Company’s business and assume the risk that the RFAC Board may not have properly valued such business.

​

Q:

What factors did the RFAC Board consider in determining whether or not to proceed with the Business Combination?

​

A.

The RFAC Board considered a number of factors pertaining to the Business Combination as generally supporting its decision to enter into the Merger Agreement and the Transactions contemplated thereby, including, but not limited to:

​

•

the Company’s market share and ability to solidify brand dominance and position, optimize pricing power, strengthen barriers against competitors, and provide access to new technologies or markets;

​

•

the proven financial strength of the Company, including the speed to market, speed to a more effective product-market fit, and speed to becoming a growth company;

​

•

the reputation of the existing Company shareholders and their ability to create synergies and value;

​

•

the Company’s fit with RFAC culture, core values, management style, openness to innovation and change and other organizational intangibles;

​

•

the Company’s ability to enter adjacent markets to diversify revenue sources and reduce single-market risks; and

​

•

the acquiring of new or expanded product lines, processes, and intellectual capital to enhance competitive advantage and diversify offerings.

​

The RFAC Board also considered a variety of uncertainties and risks and other potentially negative factors concerning the Business Combination, including, but not limited to:

•

the Company’s overall financial health risk and the ability to operate as a going concern;

​

•

risks related to Company directors and shareholders;

​

•

any potential reputational risk stemming from the Business Combination;

​

•

risks related to integrating Company operations after the Business Combination;

​

 

24

 

•

risks relating to litigation, including shareholders’ lawsuits alleging breach of fiduciary duty by the RFAC Board; and

​

•

risks relating to due diligence including the possibility of the Company failing to provide full disclosures.

​

See the sections titled “The Business Combination Proposal — The RFAC Board’s Reasons for the Approval of the Business Combination.”

Q:

What happens if I sell my shares of RFAC Common Stock before the Special Meeting?

​

A.

The Record Date is earlier than the date of the Special Meeting. If you transfer your shares of RFAC Common Stock after the Record Date, but before the date of the Special Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Special Meeting. However, you will not be able to seek redemption of your shares because you will no longer be able to deliver them for cancellation upon consummation of the Business Combination in accordance with the provisions described herein. If you transfer your shares of RFAC Common Stock prior to the Record Date, you will have no right to vote those shares at the Special Meeting.

​

Q:

What happens if I vote against the Business Combination Proposal?

​

A.

Pursuant to the RFAC Charter, if the Business Combination Proposal is not approved and RFAC does not otherwise consummate an alternative business combination by September 28, 2024 (or a later date approved by RFAC Stockholders pursuant to the RFAC Charter), RFAC will be required to dissolve and liquidate its Trust Account by returning the then remaining funds in such account to the public stockholders, subject to payment of RFAC’s tax obligations and up to $100,000 of dissolution expenses.

​

Q:

How do the RFAC Public Warrants differ from the RFAC Private Placement Warrants and what are the related risks to any holders of RFAC Public Warrants following the Business Combination?

​

A.

The RFAC Private Placement Warrants are identical to the RFAC Public Warrants in all material respects, except that the RFAC Private Placement Warrants will not be transferable, assignable, or salable until 30 days after the completion of the Business Combination and they will not be redeemable by PubCo so long as they are held by the Sponsor or its permitted transferees. The Sponsor, or its permitted transferees, has the option to exercise the RFAC Private Placement Warrants on a cashless basis. If the RFAC Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the RFAC Private Placement Warrants will be redeemable by PubCo in all redemption scenarios and exercisable by the holders on the same basis as the RFAC Public Warrants.

​

Following the Business Combination, PubCo may redeem the PubCo Public Warrants, prior to their exercise at a time that is disadvantageous to the holders, thereby significantly impairing the value of such warrants. PubCo will have the ability to redeem outstanding PubCo Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the closing price of the PubCo Ordinary Shares equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, and recapitalizations) for any 20 trading days within a 30-trading day period commencing at any time after the warrants become exercisable and ending on the third trading day prior to the notice of redemption to warrant holders. PubCo will not redeem the warrants as described above unless a registration statement under the Securities Act covering the PubCo Ordinary Shares issuable upon exercise of such warrants is effective and a current prospectus relating to those PubCo Ordinary Shares is available throughout the 30-day redemption period. If and when the PubCo Public Warrants become redeemable by PubCo, if PubCo has elected to require the exercise of PubCo Public Warrants on a cashless basis, PubCo will not redeem the warrants as described above if the issuance of PubCo Ordinary Shares upon exercise of PubCo Public Warrants is not exempt from registration or qualification under applicable state securities laws or PubCo is unable to effect such registration or qualification. Redemption of the outstanding PubCo Public Warrants could force you (i) to exercise your PubCo Public Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your PubCo Public Warrants at the then-current market

 

25

 

price when you might otherwise wish to hold your PubCo Public Warrants, or (iii) to accept the nominal redemption price which, at the time the outstanding PubCo Public Warrants are called for redemption, is likely to be substantially less than the market value of your PubCo Public Warrants. The closing price for the RFAC Class A Common Stock as of [•], 2024 was $[•] and has never exceeded the $18.00 threshold that would trigger the right to redeem the PubCo Public Warrants following the Closing.

PubCo may only call the PubCo Public Warrants for redemption upon a minimum of 30 days’ prior written notice of redemption to each registered holder pursuant to the terms of the RFAC Warrant Agreement (as assumed by PubCo at Closing pursuant to the Assignment and Assumption Agreement), provided that holders will be able to exercise their PubCo Public Warrants prior to the time of redemption and, at PubCo’s election, any such exercise may be required to be on a cashless basis.

Q:

Do I have redemption rights?

​

A.

Pursuant to the RFAC Charter, holders of RFAC Public Shares may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with the RFAC Charter. As of [•], 2024, based on funds in the Trust Account of $[•] million, this would have amounted to $[•] per share. If a holder exercises its redemption rights, then such holder will be exchanging its shares of RFAC Common Stock for cash. Such a holder will be entitled to receive cash for its RFAC Public Shares only if it properly demands redemption and delivers its shares (either physically or electronically) to RFAC’s transfer agent prior to the Special Meeting. See the section titled “Special Meeting of RFAC Stockholders — Redemption Rights” for the procedures to be followed if you wish to redeem your RFAC Public Shares for cash. In connection with the IPO, EBC, the Sponsor and RFAC’s officers and directors agreed to waive any redemption rights with respect to any shares of RFAC Common Stock held by them in connection with the completion of the Business Combination. Such waivers are standard in transactions of this type and the Sponsor, EBC, and RFAC’s officers and directors did not receive separate consideration for the waiver.

​

Q:

Will how I vote affect my ability to exercise redemption rights?

​

A.

No. You may exercise your redemption rights regardless of whether you vote or, if you vote, irrespective of whether you vote “FOR” or “AGAINST,” or abstain from voting on the Business Combination Proposal or any other Proposal. As a result, the Merger Agreement and the Transactions can be approved by stockholders who will redeem their shares and no longer remain stockholders, leaving stockholders who choose not to redeem their shares holding shares in a company with a potentially less liquid trading market, fewer stockholders, potentially less cash and the potential inability to meet the listing standards of the Trading Market.

​

Q:

How do I exercise my redemption rights?

​

A.

In order to exercise your redemption rights, you must, prior to [•] Eastern time, on [•], 2024 (two (2) business days before the Special Meeting), tender your shares physically or electronically and submit a request in writing that we redeem your RFAC Public Shares for cash to Continental Stock Transfer & Trust Company, our transfer agent, at the following address:

​

Continental Stock Transfer & Trust Company
1 State Street Plaza, 30th Floor
New York, New York 10004
Email: proxy@continentalstock.com.

Please also affirmatively certify in your request to Continental Stock Transfer & Trust Company for redemption if you “ARE” or “ARE NOT” acting in concert or as a “group” ​(as defined in Section 13d-3 of the Exchange Act) with any other stockholder with respect to shares of RFAC Class A Common Stock. A holder of the RFAC Public Shares, together with any affiliates any other person with whom such holder is acting in concert or as a “group” ​(as defined in Section 13d-3 of the Exchange Act) will be restricted from redeeming in the aggregate shares in excess of 15% of the aggregate RFAC Public Shares, which we refer to as the “15% threshold.” Accordingly, all RFAC Public Shares in excess of the

 

26

 

15% threshold beneficially owned by an RFAC Public Stockholder or group will not be redeemed for cash. Stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. It is RFAC’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, RFAC does not have any control over this process and it may take longer than two weeks. Stockholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with RFAC’s consent, until the vote is taken with respect to the Business Combination. If you delivered your shares for redemption to RFAC’s transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that RFAC’s transfer agent return the shares (physically or electronically). You may make such request by contacting RFAC’s transfer agent at the phone number or address listed under the question “Who can help answer my questions?” below.

Q:

What are the U.S. federal income tax consequences of exercising my redemption rights?

​

A.

The U.S. federal income tax consequences of exercising your redemption rights with respect to your RFAC Public Shares depends on your particular circumstances. Please see the section entitled “Material Tax Considerations — U.S. Federal Income Tax Considerations — Material U.S. Federal Income Tax Consequences of the Redemption to the Holders of RFAC Public Shares” for additional information.

​

TAX MATTERS ARE COMPLICATED, AND THE TAX CONSEQUENCES OF EXERCISING YOUR REDEMPTION RIGHTS WILL DEPEND ON THE FACTS OF YOUR OWN SITUATION. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES OF THE EXERCISE OF REDEMPTION RIGHTS TO YOU IN YOUR PARTICULAR CIRCUMSTANCES.

Q:

If I am a RFAC Public Warrant holder or RFAC Public Right holder, can I exercise redemption rights with respect to my RFAC Public Warrants or RFAC Public Rights, as applicable?

​

A.

No. The holders of RFAC Public Warrants and RFAC Public Rights have no redemption rights with respect to such RFAC Public Warrants and RFAC Public Rights.

​

Q:

If I am a holder of RFAC Units, can I exercise redemption rights with respect to my RFAC Units?

​

A.

No. Holders of outstanding RFAC Units must separate the underlying RFAC Public Shares, RFAC Public Rights, and RFAC Public Warrants prior to exercising redemption rights with respect to the RFAC Public Shares.

​

If you hold RFAC Units registered in your own name, you must deliver the certificate for such RFAC Units to Continental Stock Transfer & Trust Company, RFAC’s transfer agent, with written instructions to separate such RFAC Units into RFAC Public Shares, RFAC Public Rights, and RFAC Public Warrants. This must be completed far enough in advance to permit the mailing of the RFAC Public Share certificates back to you so that you may then exercise your redemption rights upon the separation of the RFAC Public Shares from the RFAC Units. See “How do I exercise my redemption rights?” above. The address of Continental Stock Transfer & Trust Company is listed under the question “Who can help answer my questions?” below.

If a broker, dealer, commercial bank, trust company or other nominee holds your RFAC Units, you must instruct such nominee to separate your RFAC Units. Your nominee must send written instructions by facsimile to Continental Stock Transfer & Trust Company, RFAC’s transfer agent. Such written instructions must include the number of RFAC Units to be split and the nominee holding such RFAC Units. Your nominee must also initiate electronically, using DTC’s deposit withdrawal at custodian (DWAC) system, a withdrawal of the relevant RFAC Units and a deposit of an equal number of RFAC Public Shares, RFAC Public Rights, and RFAC Public Warrants. This must be completed far enough

 

27

 

in advance to permit your nominee to exercise your redemption rights upon the separation of the RFAC Public Shares from the RFAC Units. While this is typically done electronically the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your RFAC Public Shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

Q:

Do I have appraisal rights if I object to the proposed Business Combination?

​

A.

No. There are no appraisal rights available to holders of RFAC Class A Common Stock, RFAC Units, RFAC Public Warrants or RFAC Public Rights in connection with the Business Combination.

​

Q:

What happens to the funds deposited in the Trust Account upon consummation of the Business Combination?

​

A.

If the Business Combination is consummated, the funds held in the Trust Account will be released to:

​

•

pay RFAC Stockholders who properly exercise their redemption rights;

​

•

pay certain other fees, costs, and expenses (including regulatory fees, legal fees, accounting fees, printer fees, and other professional fees) that were incurred by RFAC or the Company in connection with the transactions contemplated by the Business Combination and pursuant to the terms of the Merger Agreement;

​

•

repay any loans owed by RFAC to the Sponsor for any RFAC Transaction Expenses or other administrative expenses incurred by RFAC; and

​

•

provide for general corporate purposes of PubCo including, but not limited to, working capital for operations of the Company.

​

Q:

What happens if the Business Combination is not consummated?

​

A.

There are certain circumstances under which the Merger Agreement may be terminated. See the section titled “The Business Combination Proposal — The Merger Agreement” for information regarding the parties’ specific termination rights.

​

If, as a result of the termination of the Merger Agreement or otherwise, RFAC is unable to complete the Business Combination or another initial business combination transaction by September 28, 2024 (or a later date approved by RFAC Stockholders pursuant to the RFAC Charter), the RFAC Charter provides that RFAC will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, subject to lawfully available funds therefor, redeem 100% of the RFAC Public Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to it to pay taxes payable and up to $100,000 for dissolution expenses, by (B) the total number of then outstanding RFAC Public Shares, which redemption will completely extinguish rights of the public stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemptions, subject to the approval of the remaining stockholders and the RFAC Board in accordance with applicable law, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to its obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.

RFAC expects that the amount of any distribution its public stockholders will be entitled to receive upon its dissolution will be approximately the same as the amount they would have received if they had redeemed their shares in connection with the Business Combination, subject in each case to RFAC’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law. Holders of EBC Founder Shares and Sponsor Founder Shares have waived any right to any liquidation distribution with respect to those shares.

In the event of liquidation, there will be no distribution with respect to outstanding RFAC Public Warrants and RFAC Public Rights. Accordingly, the RFAC Public Warrants and RFAC Public Rights will expire worthless.

 

28

 

Q.

When is the Business Combination expected to be completed?

​

The Closing is expected to take place on (a) the third business day following the satisfaction or waiver of the conditions described below under the section titled “The Business Combination Proposal — Conditions to the Closing” ​(other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof) or (b) such other date as agreed to by the parties to the Merger Agreement in writing, in each case, subject to the satisfaction or waiver of the Closing conditions. The Merger Agreement may be terminated by RFAC and/or the Company upon the occurrence of certain events. For a description of the conditions to the completion of the Business Combination, see the section titled “The Business Combination Proposal.”

Q:

What are the U.S. federal income tax consequences to me of the Business Combination?

​

A.

As described more fully under the section entitled “Material Tax Considerations — U.S. Federal Income Tax Considerations — Material U.S. Federal Income Tax Consequences of the Business Combination” below (including the discussion of Section 367(a) of the Code), the parties to the Merger Agreement intend that the exchange by U.S. holders of their RFAC Public Shares for PubCo Ordinary Shares pursuant to the Merger Agreement, taken together with the related transactions, qualifies either as a transfer of property to a corporation under Section 351 of the Code or, in certain circumstances, as a reorganization under Section 368 of the Code. However, these treatments are not free from doubt (and in particular the potential for the SPAC Merger to qualify as a reorganization under Section 368(a) of the Code is subject to significant factual and legal uncertainties as there is an absence of guidance directly on point as to how the provisions of Section 368(a) of the Code apply in the case of an acquisition of a corporation with investment-type assets, such as RFAC) and no assurance can be given that the IRS would not assert, or that a court would not sustain, a contrary position. Subject to the qualifications, assumptions and limitations set forth under the section entitled “Material Tax Considerations — U.S. Federal Income Tax Considerations — Material U.S. Federal Income Tax Consequences of the Business Combination,” including the discussion therein regarding the potential application of Section 367(a) of the Code to the SPAC Merger, and in the U.S. federal income tax opinion filed as Exhibit 8.1, and based on customary tax representations obtained from certain parties to the Merger Agreement, it is the opinion of Winston & Strawn LLP, counsel to RFAC, that the SPAC Merger should qualify as part of a Section 351 transaction. However, due to the uncertainties described above and in further detail in the section entitled “Material Tax Considerations — U.S. Federal Income Tax Considerations — Material U.S. Federal Income Tax Consequences of the Business Combination,” Winston & Strawn LLP is unable to opine on the qualification of the SPAC Merger as a Section 368(a) reorganization.   

​

Further, it is currently expected that Section 367(a) of the Code will not apply to cause the exchange of RFAC Public Shares for PubCo Ordinary Shares pursuant to the Business Combination to be taxable (provided that a U.S. holder that is a “five-percent transferee shareholder” ​(as defined in the Treasury regulations) of PubCo enters into a gain recognition agreement with the IRS). However, U.S. holders are cautioned that the potential application of Section 367(a) of the Code to the Business Combination is complex and depends on factors that cannot be determined until the closing of the Business Combination and the interpretation of legal authorities and facts relating to the Business Combination. Accordingly, there can be no assurance that the IRS will not take the position that Section 367(a) of the Code applies to cause U.S. holders to recognize gain as a result of the Business Combination or that a court will not agree with such a position of the IRS in the event of litigation.

The appropriate U.S. federal income tax treatment of the RFAC Public Warrants in connection with the Business Combination is uncertain. It is possible that a U.S. holder of RFAC Public Warrants could be treated as exchanging such RFAC Public Warrants for “new” warrants. If so treated, a U.S. holder could be required to recognize gain or loss in such deemed exchange in an amount equal to the difference between the fair market value of the PubCo Public Warrants held by such U.S. holder immediately following the Business Combination and the adjusted tax basis of the RFAC Public Warrants held by such U.S. holder immediately prior to the Business Combination. Alternatively, it is also possible that a U.S. holder of RFAC Public Warrants could be treated as transferring its RFAC Public Warrants and RFAC Public Shares to PubCo for PubCo Public Warrants and PubCo Ordinary Shares in an exchange governed only by Section 351 of the Code. If so treated, a U.S. holder should be required to recognize

 

29

 

gain (but not loss) in an amount equal to the lesser of (i) the amount of gain realized by such holder (generally, the excess of (x) the sum of the fair market values of the PubCo Public Warrants treated as received by such holder and the PubCo Ordinary Shares received by such holder over (y) such holder’s aggregate adjusted tax basis in the RFAC Public Warrants and RFAC Public Shares treated as having been exchanged therefor) and (ii) the fair market value of the PubCo Public Warrants treated as having been received by such holder in such exchange. In either case, unless the SPAC Merger qualifies as a “reorganization” under Section 368 of the Code then such transfer would not be eligible for nonrecognition. The requirements for qualification of the SPAC Merger as a “reorganization” under Section 368 of the Code are more stringent in certain respects than the requirements for qualification as an exchange under Section 351 of the Code. U.S. holders of RFAC Public Warrants are urged to consult with their tax advisors regarding the treatment of their RFAC Public Warrants in connection with the Business Combination and whether an exchange of RFAC Public Warrants for PubCo Public Warrants qualifies as part of a “reorganization” within the meaning of Section 368 of the Code.

No statutory, administrative or judicial authority directly addresses the treatment of instruments similar to the RFAC Public Rights for U.S. federal income tax purposes and, therefore, that treatment is not entirely clear. While we believe that a U.S. holder of RFAC Public Rights should not be required to recognize gain or loss upon the receipt of RFAC Common Stock pursuant to the conversion of the RFAC Public Rights, no assurance can be given that the IRS or a court will agree with this treatment.

For a more complete discussion of the U.S. federal income tax considerations of the Business Combination, see “Material Tax Considerations — U.S. Federal Income Tax Considerations — Material U.S. Federal Income Tax Consequences of the Business Combination” and “Risk Factors — Risks Related to U.S. Federal Income Taxation.”

Q:

When and where is the Special Meeting?

​

A.

The Special Meeting will be held at [•] Eastern Time, on [•], 2024 as a virtual meeting. The meeting will be held virtually over the internet by means of a live audio webcast. You will be able to attend, vote your shares and submit questions during the Special Meeting via a live webcast available at [•].

​

Q.

How can I attend the Special Meeting virtually?

​

A.

RFAC is pleased to conduct the Special Meeting virtually via the internet through a live webcast and online stockholder tools. RFAC is offering RFAC Stockholders the ability to attend the Special Meeting virtually to provide ready access and cost savings for both RFAC and its stockholders. RFAC believes a virtual format facilitates stockholder attendance and participation by leveraging technology to allow RFAC to communicate more effectively and efficiently with its stockholders. This format empowers RFAC Stockholders around the world to participate at no cost. RFAC will use the virtual format to enhance stockholder access and participation and protect stockholder rights.

​

Q.

What do I need to do now?

​

A.

You are urged to read carefully and consider the information contained in this proxy statement/​prospectus, including the annexes, and to consider how the Business Combination will affect you as a stockholder, rights holder of RFAC, and/or warrant holder of RFAC. Stockholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares of RFAC through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

​

Q.

How do I vote?

​

A.

If you are a holder of record of RFAC Common Stock on [•], 2024, the Record Date, you may vote with respect to the Proposals set forth in this proxy statement/prospectus at the Special Meeting via the virtual meeting platform, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are

​

 

30

 

properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the Special Meeting and vote via the virtual meeting platform, obtain a proxy from your broker, bank or nominee.

Q.

What will happen if I abstain from voting or fail to vote at the Special Meeting?

​

A.

At the Special Meeting, RFAC will count a properly executed proxy marked “ABSTAIN” with respect to a particular Proposal as present for purposes of determining whether a quorum is present. Abstentions will have the same effect as a vote “AGAINST” the Business Combination Proposal, but will have no effect on any other Proposals presented herein. Broker non-votes will not be counted as present for the purposes of establishing a quorum and will have no effect on any of the Proposals presented herein.

​

Q.

What will happen if I sign and return my proxy card without indicating how I wish to vote?

​

A.

Signed and dated proxies received by RFAC without an indication of how the stockholder intends to vote on a Proposal will be voted “FOR” each Proposal presented to the stockholders at the Special Meeting. The proxyholders may use their discretion to vote on any other matters which properly come before the Special Meeting.

​

Q.

If I am not going to attend the Special Meeting, should I return my proxy card instead?

​

A.

Yes. Whether you plan to attend the Special Meeting or not, please read the enclosed proxy statement/​prospectus carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

​

Q:

If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

​

A.

No. Under the rules of various national and regional securities exchanges, your broker, bank or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. RFAC believes the Proposals presented to the stockholders will be considered non-discretionary and therefore your broker, bank or nominee cannot vote your shares without your instruction. Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide to ensure that your vote is counted.

​

Q.

May I change my vote after I have mailed my signed proxy card?

​

A.

Yes. Stockholders may send a later-dated, signed proxy card to RFAC’s secretary at the address set forth below so that it is received by RFAC’s secretary prior to the Special Meeting or attend the Special Meeting and vote via the virtual meeting platform. Stockholders also may revoke their proxy by sending a notice of revocation to RFAC’s secretary, which must be received by RFAC’s secretary prior to the Special Meeting.

​

Q.

What should I do if I receive more than one set of voting materials?

​

A.

Stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares.

​

 

31

 

Q.

Who will solicit and pay the cost of soliciting proxies?

​

A:

RFAC will pay the cost of soliciting proxies for the Special Meeting. RFAC has engaged Morrow Sodali, LLC (“Morrow Sodali”) to assist in the solicitation of proxies for the Special Meeting. RFAC has agreed to pay a fee of $[•], plus disbursements. RFAC will reimburse Morrow Sodali for reasonable out-of-pocket expenses and will indemnify Morrow Sodali and its affiliates against certain claims, liabilities, losses, damages and expenses. RFAC will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of RFAC Common Stock for their expenses in forwarding soliciting materials to beneficial owners of the RFAC Common Stock and in obtaining voting instructions from those owners. RFAC’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the internet or in person. They will not be paid any additional amounts for soliciting proxies.

​

Q.

Who can help answer my questions?

​

A.

If you have questions about the Business Combination or the Proposals, or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact:

​

RF Acquisition Corp.
111 Somerset, #05-06
Singapore 238164
Attn: Tse Meng Ng
Telephone No.: +65 6904 0766

You may also contact our proxy solicitor at:

Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford, CT 06902
Individuals call toll-free (800) 662-5200
Banks and brokers call (203) 658-9400
Email: RFAC.info@investor.morrowsodali.com

To obtain timely delivery, RFAC Stockholders must request the materials no later than [•], 2024.

You may also obtain additional information about RFAC from documents filed with the SEC, free of charge, by visiting their website at www.sec.gov or by following the instructions in the section titled “Where You Can Find More Information.”

If you intend to seek redemption of your RFAC Public Shares, you will need to send a letter demanding redemption and deliver your stock (either physically or electronically) to RFAC’s transfer agent prior to the Special Meeting in accordance with the procedures detailed under the question “How do I exercise my redemption rights?” If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company
1 State Street Plaza, 30th Floor
New York, New York 10004
Email: proxy@continentalstock.com.

 

32

 

 

34

 

​

35

 

​

36

 

37

 

38

 

39

 

​

40

 

41

 

​

​

​

Share Ownership in PubCo

​

​

​

​

Assuming No Further Redemptions

​

​

Voting Power and Implied Ownership

​

​

Assuming 50% Maximum Redemptions

​

​

Voting Power and Implied Ownership

​

​

Assuming Maximum Redemptions

​

​

Voting Power and Implied Ownership

​

Company Shareholders

​

​

​

​

120,000,000

​

​

​

​

​

92.9%

​

​

​

​

​

120,000,000

​

​

​

​

​

93.3%

​

​

​

​

​

120,000,000

​

​

​

​

​

93.5%

​

​

RFAC Public Stockholders(1)

​

​

​

​

3,894,649

​

​

​

​

​

3.0%

​

​

​

​

​

3,563,773

​

​

​

​

​

2.7%

​

​

​

​

​

3,232,896

​

​

​

​

​

2.5%

​

​

Sponsor and its Affiliates(2)

​

​

​

​

4,875,000

​

​

​

​

​

3.9%

​

​

​

​

​

4,875,000

​

​

​

​

​

3.8%

​

​

​

​

​

4,875,000

​

​

​

​

​

3.8%

​

​

EBC(3)

​

​

​

​

200,000

​

​

​

​

​

0.2%

​

​

​

​

​

200,000

​

​

​

​

​

0.2%

​

​

​

​

​

200,000

​

​

​

​

​

0.2%

​

​

Total

​

​

​

​

128,969,649

​

​

​

​

​

100.0%

​

​

​

​

​

128,638,773

​

​

​

​

​

100.0%

​

​

​

​

​

128,307,896

​

​

​

​

​

100.0%

​

​

​

42

 

​

​

​

Redemption Level

​

​

​

​

Assuming Maximum Redemptions

​

​

Assuming 50% Maximum Redemptions(2)

​

​

Assuming No Further Redemptions(3)

​

Implied value per public share – Pre-Closing

​

​

​

$

7.31

​

​

​

​

$

7.56

​

​

​

​

$

7.78

​

​

Implied value per PubCo Ordinary Share – Post Closing(1)

​

​

​

$

3.00

​

​

​

​

$

3.23

​

​

​

​

$

3.46

​

​

​

​

​

​

Redemption Level

​

​

​

​

Assuming Maximum Redemptions

​

​

Assuming 50% Maximum Redemptions(2)

​

​

Assuming No Further Redemptions(3)

​

Implied value per public share – Pre-Closing

​

​

​

$

7.31

​

​

​

​

$

7.56

​

​

​

​

$

7.78

​

​

Implied value per PubCo Ordinary Share – Post Closing(1)

​

​

​

$

1.02

​

​

​

​

$

1.12

​

​

​

​

$

1.23

​

​

​

​

43

 

Pro Forma Voting Power and Implied Ownership Levels — Dilutive

The table below includes the following Dilutive Interest: (i) 11,500,000 PubCo Ordinary Shares that underlie the RFAC Public Warrants, (ii) 4,450,500 PubCo Ordinary Shares that underlie Sponsor’s RFAC Private Placement Warrants, and (iii) 549,500 PubCo Ordinary Shares that underlie EBC’s RFAC Private Placement Warrants. The ownership percentages reflected in the table are based upon the number of Company Shares and shares of RFAC Class A Common Stock issued and outstanding as of [•], 2024, and are subject to the following additional assumptions:

​

​

​

Share Ownership in PubCo

​

​

​

​

Assuming No Further Redemptions

​

​

Voting Power and Implied Ownership

​

​

Assuming 50% Maximum Redemptions

​

​

Voting Power and Implied Ownership

​

​

Assuming Maximum Redemptions

​

​

Voting Power and Implied Ownership

​

Company Shareholders

​

​

​

​

120,000,000

​

​

​

​

​

82.5%

​

​

​

​

​

120,000,000

​

​

​

​

​

82.7%

​

​

​

​

​

120,000,000

​

​

​

​

​

83.0%

​

​

RFAC Public Stockholders(1)

​

​

​

​

3,894,649

​

​

​

​

​

2.7%

​

​

​

​

​

3,563,773

​

​

​

​

​

2.5%

​

​

​

​

​

3,232,896

​

​

​

​

​

2.2%

​

​

RFAC Public Warrant Holders

​

​

​

​

11,500,000

​

​

​

​

​

7.9%

​

​

​

​

​

11,500,000

​

​

​

​

​

7.9%

​

​

​

​

​

11,500,000

​

​

​

​

​

7.9%

​

​

Sponsor and its Affiliates(2)

​

​

​

​

9,325,500

​

​

​

​

​

6.4%

​

​

​

​

​

9,325,500

​

​

​

​

​

6.4%

​

​

​

​

​

9,325,500

​

​

​

​

​

6.4%

​

​

EBC(3)

​

​

​

​

749,500

​

​

​

​

​

0.5%

​

​

​

​

​

749,500

​

​

​

​

​

0.5%

​

​

​

​

​

749,500

​

​

​

​

​

0.5%

​

​

Total

​

​

​

​

145,469,649

​

​

​

​

​

100.0%

​

​

​

​

​

145,138,773

​

​

​

​

​

100.0%

​

​

​

​

​

144,807,896

​

​

​

​

​

100.0%

​

​

​

44

 

​

​

​

Redemption Level

​

​

​

​

Assuming Maximum Redemptions

​

​

Assuming 50% Maximum Redemptions(2)

​

​

Assuming No Further Redemptions(3)

​

Implied value per public share – Pre-Closing

​

​

​

$

7.31

​

​

​

​

$

7.56

​

​

​

​

$

7.78

​

​

Implied value per PubCo Ordinary Share – Post Closing(1)

​

​

​

$

3.00

​

​

​

​

$

3.23

​

​

​

​

$

3.46

​

​

​

​

​

​

Redemption Level

​

​

​

​

Assuming Maximum Redemptions

​

​

Assuming 50% Maximum Redemptions(2)

​

​

Assuming No Further Redemptions(3)

​

Implied value per public share – Pre-Closing

​

​

​

$

7.31

​

​

​

​

$

7.56

​

​

​

​

$

7.78

​

​

Implied value per PubCo Ordinary Share – Post Closing(1)

​

​

​

$

1.02

​

​

​

​

$

1.12

​

​

​

​

$

1.23

​

​

​

​

45

 

46

 

Interests of the Sponsor and RFAC’s Directors and Officers in the Business Combination

The Sponsor and RFAC’s directors and officers have interests in the Business Combination that are different from or in addition to (and which may conflict with) the interests of RFAC Stockholders. These interests include, among other things:

•

The RFAC Charter provides that the doctrine of corporate opportunity will not apply with respect to RFAC or any of its officers or directors, or any of their respective affiliates, in circumstances where the application of any such doctrine would conflict with any fiduciary duties or contractual obligations they may have as of the date of the RFAC Charter or in the future, and RFAC renounces any expectancy that any of the directors or officers of RFAC will offer any such corporate opportunity of which he or she may become aware to RFAC, except, the doctrine of corporate opportunity shall apply with respect to any of the directors or officers of RFAC with respect to a corporate opportunity that was offered to such person solely in his or her capacity as a director or officer of RFAC and (i) such opportunity is one RFAC is legally and contractually permitted to undertake and would otherwise be reasonable for RFAC to pursue and (ii) the director or officer is permitted to refer that opportunity to RFAC without violating any legal obligation;

​

•

unless RFAC consummates an initial business combination, RFAC’s officers and directors and the Sponsor will not receive reimbursement for any out-of-pocket expenses incurred by them on behalf of RFAC (no such expenses were incurred that had not been reimbursed as of [•], 2024) to the extent that such expenses exceed the amount of available proceeds not deposited in the Trust Account;

​

•

the RFAC Private Placement Warrants purchased by the Sponsor for $4,450,500 and by EBC for $549,500 will be worthless if a business combination is not consummated;

​

•

the Sponsor and EBC have agreed that the RFAC Private Placement Warrants, and all of their underlying securities, will not be sold or transferred by it until 30 days after RFAC has completed a business combination, subject to limited exceptions;

​

•

the fact that Sponsor paid $25,000 or approximately $0.009 per share for the Sponsor Founder Shares (of which it currently holds 2,875,000), which such Sponsor Founder Shares, if unrestricted and freely tradeable, would be valued at approximately $31.3 million, based on the closing price of RFAC Class A Common Stock on [•], 2024, and that such shares will be worthless if the Business

​

​

47

 

48

 

Interests of the Company’s Directors and Officers in the Business Combination

Certain of the Company’s directors and executive officers are expected to become directors and/or executive officers of PubCo upon the completion of the Business Combination. Specifically, the following individuals who are currently executive officers of the Company are expected to become executive officers of PubCo upon the completion of the Business Combination, serving in the offices set forth opposite their names below:

​	Jacky Choo See Wee	​	​	Group Chairman and Chief Executive Officer of Epicsoft Asia	​
​	Sebastian Toke	​	​	Group Chief Executive Officer	​
​	Keith Liu Min Tzau	​	​	Deputy Group Chief Executive Officer, Chief Marketing Officer and Head of Publishing	​
​	Ooi Chee Eng	​	​	Group Chief Financial Officer	​

​

49

 

Sources and Uses of Funds for the Business Combination

The following table summarizes the sources and uses for funding the Business Combination, calculated as of [•], 2024. These figures assume that no RFAC Stockholders exercise their redemption rights and that no Company Shareholders exercise their appraisal rights in connection with the Business Combination.

Sources (in millions)

​

​

​

​

​

​

​

​

Uses (in millions)

​

​

​

​

​

​

​

Cash and investments held in the Trust Account

​

​

​

$

[•]

​

​

​

Transaction expenses

​

​

​

$

[•]

​

​

[•]

​

​

​

$

[•]

​

​

​

Debt Repayment

​

​

​

$

[•]

​

​

[•]

​

​

​

$

[•]

​

​

​

Cash to Balance Sheet

​

​

​

$

[•]

​

​

Total Sources

​

​

​

$

[•]

​

​

​

Total Uses

​

​

​

$

[•]

​

​

​

(1)

[•]

​

50

 

51

 

 

•

Uncertainties with respect to the legal system in certain markets in Southeast Asia could adversely affect GCL Companies.

​

•

We could face uncertain tax liabilities in various jurisdictions where we operate, and suffer adverse financial consequences as a result.

​

•

Companies and governmental agencies may restrict access to platforms, our website or the Internet generally, which could lead to the loss or slower growth of our gamer base.

​

Risks Relating to Operating in China

•

The uncertainties and quick change of the legal system in China with little advance notice could limit the legal protections available or impose additional requirements and obligations on our business operation in Hong Kong, which may materially and adversely affect our business, financial condition, and results of operations.

​

•

The gaming industry in China is subject to a variety of PRC laws and regulations, many of which are unsettled and still developing, and which could subject us or our resellers to claims or otherwise harm our business, financial condition, results of operations and growth prospects.

​

•

Any lack of requisite approvals, licenses, or permits applicable to our resellers’ business may have a material and adverse impact on our resellers’ business, financial condition, and results of operations.

​

Risks Related to RFAC and the Business Combination

•

We are a blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.

​

•

If we seek stockholder approval of our Business Combination, our Initial Stockholders and management team have agreed to vote in favor of such Business Combination, regardless of how our RFAC Public Stockholders vote.

​

•

The Business Combination may not be consummated timely, and RFAC Public Stockholders may be forced to wait more than 24 months (if RFAC has extended the period of time) before receiving distributions from the trust account.

​

•

We are not required to obtain an opinion from an independent investment banking firm or from a valuation or appraisal firm, and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our stockholders from a financial point of view.

​

•

If third parties bring claims against RFAC, the proceeds held in trust could be reduced and the per-share redemption price received by stockholders may be less than $10.10.

​

•

Since the Sponsor and RFAC’s officers and directors have interests that are different, or in addition to (and which may conflict with), the interests of the RFAC Stockholders, a conflict of interest may have existed in determining whether the Business Combination is appropriate as RFAC’s initial business combination. Such interests include that the Sponsor will lose its entire investment in RFAC if a business combination is not completed. Accordingly, RFAC’s officers and directors may be incentivized to complete an initial business combination, even on terms less favorable to RFAC’s stockholders than liquidating RFAC.

​

•

There are risks to the RFAC Stockholders who are not affiliates of the Sponsor of becoming shareholders of PubCo through the Business Combination rather than acquiring securities of the Company directly in an underwritten public offering, including no independent due diligence review by an underwriter and conflicts of interest of the Sponsor.

​

•

EarlyBirdCapital may have a conflict of interest in connection with our Business Combination.

​

•

There can be no assurance that PubCo will be able to be approved for listing or comply with the continued listing standards of Nasdaq.

​

•

The Merger Agreement contains a minimum cash requirement for RFAC. This requirement may make it more difficult for RFAC to complete the Business Combination as contemplated.

​

 

53

 

Risks Related to PubCo Operating as a Public Company

•

GCL Group’s management team has limited experience managing a public company.

​

•

In the future, if PubCo fails to implement and maintain an effective system of internal controls, PubCo may be unable to accurately report its results of operations, meets its reporting obligations or prevent fraud, and investor confidence and the market price of PubCo’s Ordinary Shares may be materially and adversely affected.

​

•

If PubCo ceases to qualify as a foreign private issuer, it would be required to comply fully with the reporting requirements of the Exchange Act applicable to U.S. domestic issuers, and it would incur significant additional legal, accounting, and other expenses that it would not incur as a foreign private issuer.

​

•

Because PubCo is a foreign private issuer and is exempt from certain Nasdaq corporate governance standards applicable to U.S. issuers, you will have less protection than you would have if it were a domestic issuer.

​

•

You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because PubCo is incorporated under Cayman Islands law.

​

•

As a “controlled company” under the rules of the Nasdaq Capital Market, PubCo may choose to exempt itself from certain corporate governance requirements that could have an adverse effect on our public shareholders.

​

•

There may be sales of a substantial amount of PubCo Ordinary Shares after the Business Combination by the current shareholders of RF Acquisition Corp. or GCL, and these sales could cause the price of PubCo’s securities to fall.

​

•

PubCo does not expect to declare any dividends in the foreseeable future.

​

•

If, following the Business Combination, securities or industry analysts do not publish or cease publishing research or reports about PubCo, its business, or its market, or if they change their recommendations regarding PubCo Ordinary Shares adversely, then the price and trading volume of PubCo Ordinary Shares or PubCo Public Warrants could decline.

​

Risks Related to the Ownership of PubCo Securities After the Business Combination

•

There can be no assurance that the PubCo Ordinary Shares that will be issued in connection with the Business Combination or the PubCo Public Warrants will remain listed on the Trading Market after approval of its listing following the Closing, or that PubCo will be able to comply with the continued listing standards of the Trading Market.

​

•

A market for PubCo’s securities may not continue, which would adversely affect the liquidity and price of PubCo’s securities.

​

•

If the Business Combination’s benefits do not meet the expectations of investors or securities analysts, the market price of RFAC’s securities or, following the Closing, PubCo’s securities, may decline.

​

•

Failure to maintain effective internal controls over financial reporting could have a material adverse effect on PubCo’s business, operating results and stock price.

​

•

Each of RFAC and the Company have incurred and will incur substantial costs in connection with the Business Combination and related transactions, such as legal, accounting, consulting and financial advisory fees.

​

For additional detail on these and other risks, see “Risk Factors” starting on page [•] of this proxy statement/prospectus.

 

54