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RF Acquisition Corp. (NASDAQ:RFAC), a blank check company with a current market capitalization of $12.55 million, has completed a significant merger that has resulted in substantial changes to its corporate structure and stock listings, according to a recent SEC filing. The company's stock, which has shown significant volatility, currently trades at $3.17, down substantially from its previous close of $7.36. On February 13, 2025, RFAC merged with GCL Global Holdings Ltd., with RFAC surviving as a wholly owned subsidiary of the newly formed entity, now trading on Nasdaq under new symbols.According to InvestingPro, the company's stock has experienced considerable turbulence, with multiple indicators suggesting challenging market conditions. Subscribers can access 11 additional ProTips for deeper insights into the company's performance.
The merger agreement, initially disclosed on October 18, 2023, and subsequently amended, led to the cancellation and exchange of GCL Global ordinary shares for newly issued ordinary shares of the parent company (PubCo). This transition occurred during a period when RFAC's stock had declined by over 70% in the past year, with particularly steep losses in recent months. Concurrently, RFAC units were separated into shares of Class A common stock, rights, and warrants, with each component undergoing specific exchanges and conversions as part of the merger process.
Following the completion of the merger on February 13, 2025, RFAC's securities ceased trading on Nasdaq. The delisting process began with a notification to Nasdaq on the closing date, and trading was suspended at approximately 5:00 p.m. Nasdaq filed a Form 25 on behalf of RFAC to delist the Class A common stock, warrants, rights, and units and deregister the securities under Section 12(g) of the Securities Exchange Act of 1934.
As a result of the merger, a change in control of RFAC occurred, and the company is now a wholly owned subsidiary of Pubco. In line with the terms of the merger agreement, all officers and directors of RFAC resigned from their positions effective on the closing date, with no disagreements reported regarding RFAC's operations, policies, or practices.
The newly combined entity's ordinary shares began trading on the Nasdaq Global Market Select under the symbol "GCL," and its warrants on the Nasdaq Capital Market under "GCLWW" as of February 14, 2025.
This strategic move marks a significant transformation for RF Acquisition Corp. and its integration into GCL Global Holdings Ltd. The business implications of this merger are based on the details provided in the SEC filing.
In other recent news, RF Acquisition Corp. has entered into a material definitive agreement and has revised its revenue projections for fiscal year 2025. The revisions are due to delays in the business combination process with GCL Global Holdings Ltd. and the launch of GCL's technology platform, "Playcube," as well as the inability to complete two strategic acquisitions as planned. The company also disclosed that it did not receive a significant portion of the transaction financing, amounting to $33,025,000, until late December 2024, making the anticipated acquisitions for 2025 unfeasible.
In addition, RF Acquisition Corp. has provided updates on its regulatory disclosures and ongoing merger activities with GCL Global Holdings Ltd. in a recent 8-K filing with the Securities and Exchange Commission. The filing includes information on the company's business operations and the proposed merger. However, the company emphasizes that the information in the 8-K is not to be considered filed under the Securities Exchange Act of 1934 nor incorporated by reference into any other filings unless expressly stated.
These developments are part of the recent activities of RF Acquisition Corp. as it navigates through its business combination process with GCL Global Holdings Ltd.
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