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): November 28, 2024

 

 

 

RF ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-41332   61-1991323

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

 

111 Somerset, #05-06

Singapore 238164

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: +65 6904 0766

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading
Symbol(s)
  Name of each
exchange on
which registered
Units, each consisting of one share of Class A Common Stock, one redeemable warrant, and one right to receive one-tenth of one share of Class A Common Stock   RFACU   The Nasdaq Stock Market LLC
         
Share of Class A Common Stock, par value $0.0001 per share   RFAC   The Nasdaq Stock Market LLC
         
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share   RFACW   The Nasdaq Stock Market LLC
         
Rights, each right receives one-tenth of one share of Class A Common Stock   RFACR   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

Item 7.01. Regulation FD Disclosure

 

On November 28, 2024, an article featuring quotes from Keith Liu, the Deputy Chief Executive Officer, Chief Marketing Officer and Head of Publishing of GCL Group (as defined in the Merger Agreement), was published on GamesIndustry.biz. As previously disclosed, on October 18, 2023, RF Acquisition Corp., a Delaware corporation (“SPAC”), entered into an agreement and plan of merger (as amended by that certain First Amendment to Merger Agreement dated December 1, 2023, that certain Second Amendment to Merger Agreement dated December 15, 2023, that certain Third Amendment to Merger Agreement dated January 31, 2024, that certain Fourth Amendment to Merger Agreement dated September 30, 2024 and as it 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 (“PubCo”), Grand Centrex Limited, a British Virgin Islands business company, GCL Global Limited, a Cayman Islands exempted company limited by shares (the “Company”), and, for limited purposes set forth therein, RF Dynamic LLC (the “Sponsor”).

 

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 Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under 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, or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information contained in this Item 7.01, including Exhibit 99.1.

 

Important Information for Investors and Stockholders

 

This document relates to a proposed transaction among SPAC, PubCo and the Company. This document does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. PubCo filed a registration statement on Form F-4 with the U.S. Securities and Exchange Commission (the “SEC”) on June 28, 2024, which included a document that serves as a prospectus and proxy statement, referred to as a proxy statement/prospectus. A proxy statement/prospectus will be sent to all SPAC stockholders. SPAC and PubCo also will file other documents regarding the proposed transaction with the SEC. Before making any voting decision, investors and security holders of SPAC are urged to read the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transaction as they become available because they will contain important information about the proposed transaction.

 

Investors and security holders will be able to obtain free copies of the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by SPAC or PubCo through the website maintained by the SEC at www.sec.gov.

 

Participants in the Solicitation

 

SPAC, PubCo, the Company and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from SPAC’s stockholders in connection with the proposed transaction. A list of the names of the respective directors and executive officers of SPAC, PubCo and the Company, and information regarding their interests in the business combination, is contained in the proxy statement/prospectus. You may obtain free copies of these documents as described in the preceding paragraph.

 

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of any securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such other jurisdiction.

 

 

 

 

Forward-Looking Statements

 

All statements contained in this Current Report on Form 8-K other than statements of historical facts, contain certain statements that are forward-looking statements. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target,” “continue,” “may” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean a statement is not forward looking. Indications of, and guidance or outlook on, future earnings, dividends or financial position or performance are also forward-looking statements.

 

These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially, and potentially adversely, from those expressed or implied in the forward-looking statements. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Most of these factors are outside SPAC’s and the Company’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (i) the occurrence of any event, change, or other circumstances that could give rise to the termination of the Merger Agreement; (ii) the outcome of any legal proceedings that may be instituted against SPAC and/or the Company following the announcement of the Merger Agreement and the transactions; (iii) the inability to complete the proposed transactions, including due to failure to obtain approval of the stockholders of SPAC, certain regulatory approvals, or the satisfaction of other conditions to Closing in the Merger Agreement; (iv) the occurrence of any event, change, or other circumstance that could give rise to the termination of the Merger Agreement or could otherwise cause the transaction to fail to close; (v) the inability to maintain the listing of SPAC shares on the Nasdaq Stock Market following the proposed transactions; (vi) the risk that the proposed transactions disrupt the Company’s current plans and operations as a result of the announcement and consummation of the proposed transactions; (vii) the ability to recognize the anticipated benefits of the proposed transactions, which may be affected by, among other things, competition, the ability of the Company to grow and manage growth profitably, and the ability of the Company to retain its key employees; (viii) costs related to the proposed transactions; (ix) changes in applicable laws or regulations; and (x) the possibility that the Company or SPAC may be adversely affected by other economic, business, and/or competitive factors. The foregoing list of factors is not exclusive. Additional information concerning certain of these and other risk factors is included under the heading “Risk Factors” in the Registration Statement filed by PubCo with the SEC and those included under the heading “Risk Factors” in SPAC’s Annual Report on Form 10-K filed with the SEC on April 25, 2024, and the Quarterly Reports on Form 10-Q filed with the SEC on June 26, 2024, August 23, 2024 and November 20, 2024, respectively. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained herein. All subsequent written and oral forward-looking statements concerning SPAC, PubCo and the Company, the transactions or other matters attributable to SPAC, PubCo, the Company or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Each of SPAC, PubCo and the Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in their expectations with respect thereto or any change in events, conditions, or circumstances on which any statement is based, except as required by law.

 

 

 

 

Item 9.01 Exhibits.

 

  (d) Exhibits.

 

Exhibit   Description
99.1   “From distributor to developer: GCL’s ambition to create Asian IPs for the world,” published by GamesIndustry.biz on November 28, 2024.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

RF Acquisition Corp.  
   
By: /s/ Tse Meng Ng  
Name: Tse Meng Ng  
Title: Chief Executive Officer  

 

Date: December 2, 2024

 

 

Exhibit 99.1

GRAPHIC

From distributor to developer: GCL's ambition to create Asian IPs for the world Keith Liu on the Singapore-based conglomerate's ambitions to evolve from distributor and publisher to developer, and the specificities of the Southeast Asian markets Image credit: The Gamescom Asia 2024 booth of GCL's publishing branch, 4Divinity | Marie Dealessandri Feature by Marie Dealessandri Deputy Editor Published on Nov. 28, 2024 Follow GCL Asia While the name might not sound as familiar in the west, GCL is one of the biggest digital entertainment companies in Asia, publishing titles like Black Myth

GRAPHIC

Wukong, Stalker 2, and Atomic Heart on the continent, and distributing titles from some of the biggest companies in games including Take-Two, CD Projekt Red, Sega, and Warner Bros. "GCL is a group of six brands that cover the spectrum of gaming in Asia," chief marketing officer and head of publishing Keith Liu tells GamesIndustry.biz when we meet at Gamescom Asia. "We're one of the larger gaming companies in this region, from publishing our games to distribution, to having an influencer marketing agency and a digital games retail brand called 2Game." The firm also does accessories and digital vault technology, and is headquartered in Singapore, with teams in Hong Kong, Taiwan, China. It is also nurturing strong relationships in Japan and Korea as well. GCL's publishing branch is called 4Divinity and it often assumes the role of co-publisher for AAA titles across Asian territories. For instance, it co-published the recently released Stalker 2 in Southeast Asia, Hong Kong, and Taiwan, while Plaion and Sega handled Europe and Japan, respectively. For a title like JDM: Japanese Drift Master, 4Divinity acted as co-publisher for PC only in Asia Pacific, which includes Japan and Korea. Next year, it'll work alongside My Games' new publishing branch, Knights Peak, to release Mandragora in Asia. It handled similar responsibilities for Kong: Survivor Instinct, Atomic Heart, Daymare, and more. "We've got all these titles, many of them we bring in from the West to the Asian market, but increasingly we are also looking at bringing titles from Asia to the rest of the world," Liu says. "Asia is quite a fragmented market," he continues when we ask why developers might need the help of 4Divinity. "Aside from the ratings, which you've got a few of, there are also differences in languages, differences in what [Asian gamers] really like to play, [and] how to reach out to them, in terms of social media platforms. Many of these countries, when it comes to these things, they're more localised. So because of that, it's kind of complex to navigate within Asia and, a lot of the time, if a Western publisher wants to come to Asia, they might have to end up working with a few different partners for different territories.

GRAPHIC

GCL's chief marketing officer and head of publishing Keith Liu "What we've done is we've helped to build out that network, and also the connections [and] skillsets to be able to address Asia, not as a whole [because] one size does not fit all, but being able to do a lot in these territories with a more local approach. I think that's what they appreciate about what we can do, and for them we're just one neck to choke, basically," he laughs. "We're the one partner that can help them to access China, Japan, Korea, Southeast Asia, which are very, very different beasts in general. We started actually with our distribution network, Epicsoft Asia. It's a 16-year-old [business]." The first game that Epicsoft Asia distributed was Grand Theft Auto 4, and it's continued to work with Take-Two since then for GTA titles and Red Dead Redemption. It also worked with CD Projekt Red and distributed Cyberpunk 2077 in 2020, and also distributes all of Sega Japan's titles for Southeast Asia, Hong Kong, and "into China a little bit," Liu says. For Warner Bros, it worked on Hogwarts Legacy, Mortal Kombat, and more. "These brands were trusting us all these years and we've had these relationships for a very long time so it's not a one-off thing. And it also means that they're happy with what we do. So what we've done is we've extended that into the publishing business as well, and extended that into Japan, Korea, and that sort of thing."

GRAPHIC

And that's only the first step for GCL, as the company announced last year it was getting ready to go public on Nasdaq in order to fulfil its game development ambitions. Liu tells us it'll be through a De-SPAC route rather than a traditional IPO and that the journey "isn't as fast as [they] would have wanted to" but that there will be more to announce soon. "We [are] still looking to tap [into] the capital market for additional funding and investment in order to grow GCL into a much larger conglomerate so that we can start making games. So we do have plans to develop our own titles, and we have very high ambitions and aspirations to not just create any game; we want to make it an impactful and significant one that people will remember and talk about. "So obviously it's gonna be a bit on the higher budget side [and] we're still working out those plans, but definitely game development is something that's on our trajectory. It has to because, at the end of the day, you want to be a company that creates IP and owns IP." "Game development is something that's on our trajectory... At the end of the day, you want to be a company that creates IP and owns IP" GCL aims to create IPs that are "more Asian," Liu adds, inspired among others by the success of Black Myth: Wukong. "We're trying to bring some of this Asian culture to the rest of the world. I think Black Myth: Wukong, just as an example, [has] given big lessons for the whole gaming industry everywhere. "We're taking lessons from that, and we feel that the release of this title, the story behind [it], and how successful it's been and what they've been able to achieve, is a really positive thing for the whole industry, that's really been beset by bad news all around, right? All the layoffs, and all the expansion pre-COVID and then all the implosions post-COVID... It's just been quite unfortunate. And we feel that we are in a slightly better place... The markets all still want good content. We just

GRAPHIC

need to give them good content. Don't make it too complicated, right? Just make games that are fun. Let's go back to that, because people just want to have fun." This echoes sentiments expressed by Shawn Layden during the fireside chat that opened Gamescom Asia. Liu says he's in agreement with the former PlayStation exec, adding that a balance has to be found where you still can create good content that the world appreciates without breaking the bank. "And that's where I would say the real test and the real challenge are. But we've always had these challenges when making games, it's just that it's gotten so expensive that, if you fail, what happens after is a lot harder to get out of. "So for us, it's really important to really understand the fundamentals of what the market is really looking for. And the market has changed as well. But offering something that's fresh, and not really succumbing to so-called trends... Gamers always want fresh experiences. So if they're happy with something that they've already played, and that's done really well, that doesn't mean that if you do something similar, it will do as well." "We're trying to bring some of this Asian culture to the rest of the world. I think Black Myth: Wukong, just as an example, [has] given big lessons for the whole gaming industry everywhere" The market is in constant evolution, and what works in certain parts of the world might not work elsewhere. That also applies to the formats people are after, Liu tells us as we pivot the conversation to the Southeast Asian market and what players buy here. "Retail remains a big part of the gaming landscape, in Southeast Asia, Hong Kong, Taiwan, and China as well," Liu says. "When it comes to console titles, the markets differ from PC and I would say that if you compare PC and console markets here in Asia, the PC market, thanks to China, absolutely dominates. So, consoles themselves haven't really gotten like a massive headway into the China market, for historical and cultural reasons. You see the traditional markets like

GRAPHIC

Japan, Taiwan, and to some extent Korea, still dominating the console space. Of course, when it comes to Korea, mobile has absolutely taken over as well, and PC is growing really, really fast also. So in that sense, the overall console market is a lot smaller vis-a-vis the overall gaming market here in Asia. "So when you look at it from that perspective, and you look at digital [versus] physical, digital games still dominate because of PC, and Steam primarily, and also because of mobile." However, when it comes to console, physical sales still predominate for a couple of reasons, Liu explains. "With day one launch titles, the physical SKUs still have a very big impact on the market" "Firstly, let's just talk about Switch: Nintendo's eShop is only officially available in Japan, Hong Kong, and Korea. It's not available in other markets in Southeast Asia. Sony's a lot better with PlayStation. They've got seven PSN stores in the countries, so you've got Malaysia, Singapore, Thailand, Indonesia, and then Taiwan, Hong Kong, Korea. "[But] digital has absolutely grown, especially in the last couple of years. I think consumers look to digital for titles that have been around for a while because they tend to see discounted prices for those titles. So pricing makes a difference, right? But with what we call day one launch titles, the physical SKUs still have a very big impact on the market. Especially for those who want to play the latest games first." He continues: "The other reason is that it's quite a nice second-hand market in many parts of Asia. So after you play it, you go back to your games retailer and trade it in for something else." We mention that the second-hand market has plummeted in the UK for instance, where it barely exists anymore, similarly to brick-and-mortar game shops in general.

GRAPHIC

"There are also online platforms where people can get together and do these exchanges or sell [games] off to someone in their town, and then go buy other pre-owned titles from someone else – that's still happening," Liu continues. "And then I'd say if you look at retail, Japan is still one of the biggest markets for physical [sales]. [It] continues to be. In Korea, that's dropped off – I think now physical is about 30%, from my understanding. But in Southeast Asia, it's still at least 50% to 60% of the market. So in that sense there's still half, or more than half, of the market. For day one, definitely higher. For back catalogue, that's gone down. It's all about pricing, it's all about affordability."


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