UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT
OF 1934
Date of Report (Date of earliest event reported):
October 18, 2023
RF ACQUISITION CORP.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
001-41332 |
|
61-1991323 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
111 Somerset, #05-06
Singapore 238164
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: +65 6904 0766
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| x |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange on
which registered |
| Units, each consisting of one share of Class A Common Stock, one redeemable warrant, and one right to receive one-tenth of one share of Class A Common Stock |
|
RFACU |
|
The Nasdaq Stock Market LLC |
| |
|
|
|
|
| Share of Class A Common Stock, par value $0.0001 per share |
|
RFAC |
|
The Nasdaq Stock Market LLC |
| |
|
|
|
|
| Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share |
|
RFACW |
|
The Nasdaq Stock Market LLC |
| |
|
|
|
|
| Rights, each right receives one-tenth of one share of Class A Common Stock |
|
RFACR |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
x
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 7.01 Regulation FD Disclosure.
On October 18, 2023,
RF Acquisition Corp. (the “Company”) issued a press release announcing the execution of an Agreement and Plan of Merger
with GCL Global Holdings Ltd, a Cayman Islands exempted company (“GCL”), and the other parties thereto (as it may be
amended, supplemented or otherwise modified from time to time, the “Merger Agreement”) dated October 18, 2023.
A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. Upon the terms and subject to
the conditions of the Merger Agreement, and in accordance with applicable law, (a) GCL will form a Cayman Islands exempted company
limited by shares (“Merger Sub 1”), to be a direct wholly owned subsidiary of GCL, which will merge with and into GCL
Global Limited, a Cayman Islands exempted company (the “Initial Merger”), the separate existence of Merger Sub 1 will
cease and GCL Global will be the surviving corporation of the Initial Merger and a direct wholly owned subsidiary of GCL, and (b) GCL
will form a Delaware corporation (“Merger Sub 2”), to be a direct wholly owned subsidiary of GCL, which will merge
with and into the Company, the separate existence of Merger Sub 2 will cease and the Company will be the surviving corporation of the
SPAC Merger and a direct wholly owned subsidiary of GCL (the “SPAC Merger”). Collectively, the Initial Merger and the
SPAC Merger are referred to herein as the “Business Combination”. Upon the closing of the Business Combination, the
combined company (the “Combined Company”) is expected to be listed on Nasdaq under the reserved ticker symbol “GCL”.
The information in this Item
7.01, including Exhibit 99.1 is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities
and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section,
and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended (the
“Securities Act”) or the Exchange Act, regardless of any general incorporation language in such filings. The submission
of the information set forth in this Item 7.01 will not be deemed an admission as to the materiality of any information in this Item 7.01,
including Exhibits 99.1.
Item 8.01 Other Events.
The disclosure set forth above in Item 7.01 of this Current Report
on Form 8-K is incorporated by reference herein.
Important Information About the Business
Combination and Where to Find It
In
connection with the Business Combination, GCL intends to file with the U.S. Securities and Exchange Commission (the “SEC”)
a registration statement on Form F-4 (the “Registration Statement”) containing a proxy statement/prospectus and
certain other related documents, which will be both the proxy statement to be distributed to holders of the Company’s common stock
in connection with the Company’s solicitation of proxies for the vote by the Company’s stockholders with respect to the Business
Combination and other matters as may be described in the Registration Statement, as well as the prospectus relating to the offer and sale
of the securities of GCL to be issued in connection with the Business Combination. This communication is not a substitute for the Registration
Statement, the definitive proxy statement/prospectus or any other document that the Company will send to its stockholders in connection
with the Business Combination. The Company’s stockholders and other interested persons are advised to read carefully and in their
entirety, when available, the preliminary proxy statement/prospectus included in the Registration Statement (including any amendments
or supplements thereto) and the definitive proxy statement/final prospectus, as well as other documents filed with the SEC, as these materials
will contain important information about the parties to the Merger Agreement, the Company and the Business Combination. After the
Registration Statement is declared effective, the definitive proxy statement/prospectus will be mailed to stockholders of the Company
as of a record date to be established for voting on the Business Combination and other matters as may be described in the Registration
Statement. Stockholders will also be able to obtain copies of the proxy statement/prospectus and other documents filed with the SEC, without
charge, once available, at the SEC’s web site at www.sec.gov, or by directing a request to: RF Acquisition Corp., 111 Somerset,
#05-06, Singapore 238164, Attention: Tse Meng Ng.
Participants in the Solicitation
The
Company and its directors and executive officers may be deemed participants in the solicitation of proxies from the Company’s stockholders
with respect to the Business Combination. A list of the names of those directors and executive officers and a description of their interests
in the Company is contained in the Company’s Annual Report on Form 10-K, which was filed with the SEC on April 26, 2023,
and is available free of charge at the SEC’s web site at www.sec.gov, or by directing a request to RF Acquisition Corp., 111 Somerset,
#05-06, Singapore 238164, Attention: Tse Meng Ng. Additional information regarding the interests of such participants will be contained
in the Registration Statement when available.
GCL and its directors and
executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders of the Company in connection
with the Business Combination. A list of the names of such directors and executive officers and information regarding their interests
in the Business Combination will be contained in the Registration Statement when available.
Forward-Looking Statements
This
Current Report on Form 8-K includes “forward-looking statements” within the meaning of the “safe
harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be
identified by the use of words such as “estimate,” “plan,” “project,” “forecast,”
“intend,” “will,” “expect,” “anticipate,” “believe,” “seek,”
“target” or other similar expressions that predict or indicate future events or trends or that are not statements of
historical matters. These forward-looking statements also include, but are not limited to, statements regarding projections,
estimates, and forecasts of revenue and other financial and performance metrics, projections of market opportunity and expectations,
the estimated implied enterprise value of the Combined Company’s or GCL’s ability to scale and grow its business, the
advantages and expected growth of the Combined Company, the Combined Company’s ability to source and retain talent, the cash
position of the Combined Company following the closing of the Business Combination, the Company’s and GCL’s ability to
consummate the Business Combination, and expectations related to the terms and timing of the Business Combination, as applicable.
These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations
of the Company’s and GCL’s management and are not predictions of actual performance. These statements involve risks,
uncertainties, and other factors that may cause actual results, levels of activity, performance, or achievements to be materially
different from those expressed or implied by these forward-looking statements. Although each of the Company and GCL believes that it
has a reasonable basis for each forward-looking statement contained in this press release, each of the Company and GCL cautions you
that these statements are based on a combination of facts and factors currently known and projections of the future, which are
inherently uncertain. In addition, there will be risks and uncertainties described in the proxy statement/prospectus included in the
Registration Statement relating to the Business Combination, which is expected to be filed by GCL with the SEC and
other documents filed by GCL or the Company from time to time with the SEC. These filings may identify and address
other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the
forward-looking statements. Neither the Company nor GCL can assure you that the forward-looking statements in this press release
will prove to be accurate. These forward-looking statements are subject to a number of risks and uncertainties, including, among
others, the ability to complete the Business Combination due to the failure to obtain approval from the Company’s shareholders
or satisfy other closing conditions in the Merger Agreement, the occurrence of any event that could give rise to the termination of
the Merger Agreement, the ability to recognize the anticipated benefits of the Business Combination, the amount of redemption
requests made by the Company’s public shareholders, costs related to the Business Combination, the continued impact of the
global COVID-19 pandemic, the risk that the Business Combination disrupts current plans and operations as a result of the
announcement and consummation of the Business Combination, the outcome of any potential litigation, government or regulatory
proceedings, and other risks and uncertainties, including those to be included under the heading “Risk Factors” in the
Registration Statement to be filed by GCL with the SEC and those included under the heading “Risk
Factors” in the Company’s Annual Report on Form 10-K filed with the SEC on April 26, 2023, the Quarterly
Reports on Form 10-Q filed with the SEC on May 26, 2023 and August 23, 2023, respectively. There may be additional risks that
neither the Company nor GCL presently know or that the Company and GCL currently believe are immaterial that could also cause actual
results to differ from those contained in the forward-looking statements. In light of the significant uncertainties in these
forward-looking statements, nothing in this press release should be regarded as a representation by any person that the
forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking
statements will be achieved. The Company cautions that the foregoing list of factors is not exclusive. The forward-looking
statements in this press release represent the views of the Company and GCL as of the date of this press release. Subsequent events
and developments may cause those views to change. However, while the Company and GCL may update these forward-looking statements in
the future, there is no current intention to do so, except to the extent required by applicable law. You should, therefore, not rely
on these forward-looking statements as representing the views of the Company or GCL as of any date subsequent to the date of this
press release. Except as may be required by law, neither the Company nor GCL undertakes any duty to update these forward-looking
statements.
No Offer or Solicitation
This
Current Report on Form 8-K and the exhibits hereto shall not constitute a proxy statement or solicitation of a proxy, consent,
or authorization with respect to any securities or in respect of the potential Business Combination and does not constitute an offer to sell or
the solicitation of an offer to buy any securities of the Company or the Combined Company, or a solicitation of any vote
or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except
by means of a prospectus meeting the requirements of the Securities Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
RF ACQUISITION CORP. |
| |
|
| |
By: |
/s/ Tse Meng Ng |
| |
Name: |
Tse Meng Ng |
| |
Title: |
Chief Executive Officer |
Date: October 18, 2023
Exhibit 99.1
GCL
Asia, a Leading Video Game Publisher & Distributor in Asia, to Go Public via Merger with RF Acquisition Corp
● GCL
Asia is a leading video game distribution and publishing group in Asia, with more than 2100 online and offline retail touchpoints for
game distribution.
● GCL
has been the exclusive distributor in Asia for 50% of the best-selling games since 2011 and has recently expanded into game publishing
and IP management.
● Proposed
Transaction gives GCL approximately $1.2 billion in pre-transaction equity value.
SINGAPORE, October 18,
2023 — Grand Centrex Limited (“GCL,” “GCL Asia” or the “Company”), one
of Asia’s leading video game distributors and publishers, today announced that
it, together with its subsidiaries and affiliated companies, has entered into a definitive business combination agreement (“BCA”)
with RF Acquisition Corp (“RF Acquisition”) (NASDAQ: RFAC), a publicly traded special purpose acquisition company, and RF
Dynamic LLC that will result in GCL Asia becoming a publicly listed company (the “Proposed Transaction”).
Upon closing, the
combined company (the “Combined Company”) is expected to be listed on Nasdaq under the reserved ticker symbol “GCL.”
The Combined Company will continue to be led by Jacky See Wee Choo, Group Chairman of GCL, Sebastian Toke, Group CEO of GCL, and other
key executive leadership members.
GCL’s
shareholders will retain a majority of the Combined Company's outstanding shares, and GCL will designate a majority of director nominees
for the Combined Company’s board.
Company
Highlights
GCL, together with
its operating subsidiaries, collectively provide a full suite of gaming services, targeting the fast-growing video gaming markets of
East Asia (“EA”) and Southeast Asia (“SEA”). One of GCL’s subsidiaries, Epicsoft Asia Pte Ltd., enables
creators to deliver fun gameplay experiences to Asia’s fast-growing market of gamers, and has over 16 years of operating history
in the gaming industry. GCL’s other operating subsidiaries include 4Divinity Limited, 2Game, and Titan Digital Media.
GCL has become an
established partner for international PC and video game publishers and developers for EA and SEA. The Company has been the exclusive
distributor and marketeer for 50% of the best-selling games of all time in the region, including The Witcher 3, Sonic series,
Hogwarts Legacy, and Cyberpunk 2077.
Leveraging its unique
geographic position and long-term established partnerships with global AAA game publishers, GCL aims to become the next Asian powerhouse
in gaming entertainment and content marketing. Following the merger, GCL plans to continue delivering high-quality, engaging gaming experiences
to the entire EA and SEA region with brand partners and content creators. The Company plans to leverage its comprehensive gaming ecosystem,
bringing Asian-developed games to the global market, and U.S. and E.U.-developed games to the Asian market.
GCL’s primary
growth focus lies in the games publishing and IP management of AAA/AA game titles in Asia, which is projected to generate total video
game revenues of $222.5 billion in 2023, i.e., 57.8% of worldwide video game revenue. With the number of users in Asia expected to reach
approximately 1.7 billion by 2027, comprising 57% of total users worldwide by 20271,
GCL plans to leverage its operating experience of over 16 years in game publishing, marketing, and creative media design to cater to
the evolving needs of Asian gamers.
GCL’s first
title as publisher for Asia, the single-player first-person shooter game “Atomic Heart,” was launched in February 2023.
The number of units sold in Asia accounted for nearly half of the global sales to date. The Company plans to publish at least six new
titles slated over the next 12 months.
Management Commentary
Tse
Meng Ng, Chairman and CEO of RF Acquisition
“We are thrilled to work with Jacky and his visionary team at GCL in their next chapter of growth and expansion in the dynamic
Asian gaming market. We greatly respect the publishing and distribution platform and the trusted industry relationships that Jacky and
his team have built over the last decade. With the expansion of the business to publishing and IP management, GCL can help game publishers
in the U.S. and Europe navigate increasingly sophisticated Asian content and unlock the full potential of the high-growth Asian market.
This is a unique opportunity for us to participate in a fast-growing, profitable company at an inflection point in its development.”
Jacky Choo, Group Chairman of GCL
“This is an exciting time for the entire GCL team as we execute our growth strategy in
game publishing in Asian markets. Over the past 16 years, we have built a powerful distribution platform based on over 16 multi-year
partnerships with AAA and independent game developers and publishers, reaching over 2100 retail touchpoints online and offline. With
the support of RF Acquisition and enhanced visibility following the NASDAQ listing, we are now ready to enter the higher-margin segments
of game publishing and IP management, deepening our partnership with exceptional content providers, including game studios globally,
to bring exciting new experiences to gamers.”
1 Source:
Statista, April 2023 estimates.
Sebastian Toke,
Group CEO of GCL
“GCL has a unique
value proposition for games developers and publishers worldwide with our established expertise in games distribution, publishing, and
marketing. As more game developers and publishers in the U.S. and Europe set their eyes on the tremendous growth opportunity in the Asia
market, GCL is well-positioned as the go-to co-publisher in the Asian region. On the other hand, China-based major games companies have
faced difficulties navigating markets outside of China and are seeking a partner with the know-how to execute market outreach &
localized marketing in the Asian regions. GCL's growth trajectory is very clear — we plan to become the gateway to growth in Asia’s
gaming scene by leveraging the dynamics in the gaming market ecosystem between developers, publishers, and end users.”
Transaction Overview
The Proposed Transaction
gives GCL approximately $1.2 billion in pre-transaction equity value.
GCL's existing shareholders
will roll over 100% of the equity and retain a majority of the Combined Company's outstanding shares, while GCL will also designate a
majority of the Combined Company’s board of directors.
The Proposed Transaction
includes a minimum cash condition of $25,000,000 and is expected to result in GCL receiving gross proceeds of approximately $42.9 million
(assuming no further redemptions by RF Acquisition shareholders).
RF
Acquisition and GCL have agreed to work together to pursue commitments for a private placement of equity (the “PIPE Financing”),
debt, or other alternative financings of up to $20 million.
GCL
expects to use proceeds from the Proposed Transaction to accelerate its game publishing and IP management business, alongside its marketing
reach with AAA/AA PC game titles.
The transaction has
been approved by the Board of Directors of GCL and RF Acquisition, and its closing is expected to be in the second quarter of 2024, subject
to shareholders’ approval and the satisfaction of customary closing conditions.
Additional information
about the Proposed Transaction, including a copy of the business combination agreement and investor presentation, will be provided in
one or more Current Reports on Form 8-K to be filed by RF Acquisition with the Securities and Exchange Commission (“SEC”).
Advisors
Winston &
Strawn LLP is serving as counsel to RF Acquisition. Loeb & Loeb is serving as GCL’s US counsel. Icon Law is serving as
GCL’s Singapore counsel. Early Bird Capital Inc. is serving as a financial advisor to RF Acquisition. AMGM is serving as an advisor
to GCL.
About GCL Asia
Grand Centrex Limited (“GCL Asia”)
through its subsidiaries, provides a full suite of gaming services and reach, enabling creators to deliver fun experiences to the fast-growing
market of Asian gamers. Its operating subsidiaries include Epicsoft Asia Pte Ltd (EPA), 4Divinity Limited, 2Game, and Titan Digital Media.
With a presence in eight countries, GCL's companies connect with developers, publishers, and brand owners to maximize the potential of
entertainment properties with consumers in the EA and SEA region.
Learn more at https://www.gcl.asia
About RF Acquisition
Corp.
RF Acquisition is a blank check company incorporated
as a Delaware corporation whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization,
or similar business combination with one or more businesses. While RF Acquisition may pursue an initial business combination target in
any business, industry, or geographic location, it intends to search globally for target companies within the Southeast Asian new economy
sector or elsewhere. RF Acquisition was incorporated in 2021 and is based in Singapore.
Forward-Looking
Statements
This press release
includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States
Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “estimate,”
“plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,”
“believe,” “seek,” “target” or other similar expressions that predict or indicate future events or
trends or that are not statements of historical matters. These forward-looking statements also include, but are not limited to, statements
regarding projections, estimates, and forecasts of revenue and other financial and performance metrics, projections of market opportunity
and expectations, the estimated implied enterprise value of the Combined Company, GCL’s ability to scale and grow its business,
the advantages and expected growth of the Combined Company, the Combined Company’s ability to source and retain talent, the cash
position of the Combined Company following the closing of the Proposed Transaction, RF Acquisition’s and GCL’s ability to
consummate the Proposed Transaction, and expectations related to the terms and timing of the Proposed Transaction, as applicable. These
statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of RF Acquisition’s
and GCL’s management and are not predictions of actual performance.
These statements involve
risks, uncertainties, and other factors that may cause actual results, levels of activity, performance, or achievements to be materially
different from those expressed or implied by these forward-looking statements. Although each of RF Acquisition and GCL believes that
it has a reasonable basis for each forward-looking statement contained in this press release, each of RF Acquisition and GCL cautions
you that these statements are based on a combination of facts and factors currently known and projections of the future, which are inherently
uncertain. In addition, there will be risks and uncertainties described in the proxy statement/prospectus included in the Registration
Statement relating to the Proposed Transaction, which is expected to be filed by the Combined Company with the SEC and other documents
filed by the Combined Company or RF Acquisition from time to time with the SEC. These filings may identify and address other important
risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements.
Neither RF Acquisition nor GCL can assure you that the forward-looking statements in this press release will prove to be accurate. These
forward-looking statements are subject to a number of risks and uncertainties, including, among others, the ability to complete the Proposed
Transaction due to the failure to obtain approval from RF Acquisition’s shareholders or satisfy other closing conditions in the
BCA, the occurrence of any event that could give rise to the termination of the BCA, the ability to recognize the anticipated benefits
of the Proposed Transaction, the amount of redemption requests made by RF Acquisition’s public shareholders, costs related to the
Proposed Transaction, the impact of the global COVID-19 pandemic, the risk that the Proposed Transaction disrupts current plans and operations
as a result of the announcement and consummation of the Proposed Transaction, the outcome of any potential litigation, government or
regulatory proceedings, and other risks and uncertainties, including those to be included under the heading “Risk Factors”
in the Registration Statement to be filed by the Combined Company with the SEC and those included under the heading “Risk Factors”
in the Annual Report on Form 10-K filed with the SEC on April 26, 2023, the Quarterly Reports on Form 10-Q filed with
the SEC on June 8, 2022, August 24, 2022, and November 14, 2022, respectively. There may be additional risks that neither
RF Acquisition nor GCL presently know or that RF Acquisition and GCL currently believe are immaterial that could also cause actual results
to differ from those contained in the forward-looking statements. In light of the significant uncertainties in these forward-looking
statements, nothing in this press release should be regarded as a representation by any person that the forward-looking statements set
forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. The forward-looking
statements in this press release represent the views of RF Acquisition and GCL as of the date of this press release. Subsequent events
and developments may cause those views to change. However, while RF Acquisition and GCL may update these forward-looking statements in
the future, there is no current intention to do so, except to the extent required by applicable law. You should, therefore, not rely
on these forward-looking statements as representing the views of RF Acquisition or GCL as of any date subsequent to the date of this
press release. Except as may be required by law, neither RF Acquisition nor GCL undertakes any duty to update these forward-looking statements.
Additional Information
and Where to Find It
In connection with
the Proposed Transaction, RF Acquisition and the Company intend to cause a registration statement on Form F-4 to be filed with the
SEC, which will include a proxy statement to be distributed to RF Acquisition’s shareholders in connection with RF Acquisition’s
solicitation for proxies for the vote by RF Acquisition’s shareholders in connection with the Proposed Transaction and other matters
as described in the registration statement, as well as a prospectus relating to the Company’s securities to be issued in connection
with the Proposed Transaction. RF Acquisition’s shareholders and other interested persons are advised to read, once available,
the preliminary proxy statement/prospectus and any amendments thereto and, once available, the definitive proxy statement/prospectus,
in connection with RF Acquisition’s solicitation of proxies for its special meeting of shareholders to be held to approve, among
other things, the Proposed Transaction, because these documents will contain important information about RF Acquisition, the Company,
and the Proposed Transaction. After the registration statement is filed and declared effective, RF Acquisition will mail a definitive
proxy statement and other relevant documents to its shareholders as of the record date to be established for voting on the Proposed Transaction.
Shareholders may also obtain a copy of the preliminary and definitive proxy statement/prospectus to be included in the registration statement,
once available, as well as other documents filed with the SEC regarding the Proposed Transaction and other documents filed with the SEC,
without charge, at the SEC’s website located at www.sec.gov.
Participants in
the Solicitation
RF Acquisition, GCL,
and their respective directors, executive officers, and other members of management and employees may, under SEC rules, be deemed to
be participants in the solicitations of proxies from RF Acquisition’s shareholders in connection with the Proposed Transaction.
Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of RF Acquisition’s shareholders
in connection with the Proposed Transaction will be set forth in the proxy statement/prospectus included in the Registration Statement
to be filed with the SEC in connection with the Proposed Transaction. You can find more information about RF Acquisition’s directors
and executive officers in RF Acquisition’s final prospectus related to its initial public offering dated March 23, 2022. Additional
information regarding the participants in the proxy solicitation and a description of their direct and indirect interests will be included
in the proxy statement/prospectus when it becomes available. Shareholders, potential investors, and other interested persons should read
the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free
copies of these documents from the sources indicated above.
No Offer or Solicitation
This press release
is not a proxy statement or solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the potential
Transaction and does not constitute an offer to sell or the solicitation of an offer to buy any securities of RF Acquisition, the Company
or the combined company, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of
1933, as amended.
Investor
/ Media Contact:
Crocker
Coulson
CEO,
AUM Media, Inc.
(646)
652 7185
crocker.coulson@aummedia.org
GCL
Contact:
Sebastian
Toke
Group
CEO, GCL
(65)
9026 5165
Sebastian@gcl.asia
RF
Acquisition Contact:
Tse Meng Ng
Chairman and CEO, RF Acquisition
guo.lu@ruifengwealth.com
RF Acquisition (NASDAQ:RFACU)
過去 株価チャート
から 11 2024 まで 12 2024
RF Acquisition (NASDAQ:RFACU)
過去 株価チャート
から 12 2023 まで 12 2024
