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~~November 3028, 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 37.01. ~~Notice~~Regulation ofFD ~~Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing~~Disclosure

AsOn ~~previously~~November 28, ~~disclosed~~2024, an onarticle featuring quotes from Keith Liu, the ~~Form 8-K filed~~Deputy onChief ~~April 30~~Executive Officer, ~~2024~~Chief ~~with~~Marketing Officer and Head of Publishing of GCL Group (as defined in the ~~Securities~~Merger ~~and~~Agreement), ~~Exchange~~was ~~Commission~~published on GamesIndustry.biz. As previously disclosed, RFon October 18, 2023, RF Acquisition Corp., a Delaware corporation (~~the~~ “~~Company~~SPAC”), ~~received~~entered ~~written~~into ~~notice~~an agreement and plan of merger (~~the~~as ~~“Notification~~amended by that ~~Letter”)~~certain ~~from~~First ~~the~~Amendment ~~listing~~to ~~qualifications~~Merger ~~department~~Agreement ofdated ~~The~~December 1, ~~Nasdaq~~2023, ~~Stock~~that ~~Market~~certain ~~LLC~~Second ~~(“Nasdaq”)~~Amendment to Merger Agreement dated December 15, on2023, ~~April~~that certain Third Amendment to Merger Agreement dated January 2931, 2024, ~~stating~~ that ~~the~~certain ~~Company~~Fourth ~~was~~Amendment ~~not~~to inMerger ~~compliance~~Agreement dated September 30, 2024 and as it may be further amended, supplemented or otherwise modified from time to time, the “Merger Agreement”) with ~~Listing~~GCL ~~Rule 5450(~~Global Holdings Ltd, a) Cayman Islands exempted company (2“PubCo”), ~~which~~Grand ~~requires~~Centrex ~~the Company~~Limited, toa ~~have~~British atVirgin ~~least~~Islands ~~400~~business ~~total~~company, ~~holders~~GCL ~~for~~Global ~~continued~~Limited, ~~listing~~a onCayman ~~the~~Islands ~~Nasdaq~~exempted ~~Global~~company ~~Market~~limited by shares (the “~~Minimum~~Company”), ~~Total~~and, ~~Holders~~for ~~Rule~~limited purposes set forth therein, RF Dynamic LLC (the “Sponsor”).

The ~~Notification~~information ~~Letter~~in ~~provided~~this ~~that the Company~~Item ~~had~~7.01, 45including ~~calendar~~Exhibit 99.1, ~~days~~is tofurnished ~~submit~~and toshall ~~Nasdaq~~not abe ~~plan~~deemed to“filed” ~~regain~~for ~~compliance.~~purposes Ifof ~~the~~Section 18 ~~plan~~of ~~was approved by Nasdaq,~~ the ~~Company would be granted~~Securities anExchange ~~extension~~Act of ~~up to 180 calendar days (or until October 26~~1934, ~~2024)~~as toamended ~~regain compliance~~ (the ~~"Compliance~~“Exchange ~~Period"~~Act”)~~. On June 11~~, ~~2024,~~or ~~the~~otherwise ~~Company~~subject ~~submitted a plan~~ to ~~regain~~liabilities ~~compliance~~under ~~with~~that ~~Nasdaq~~section, ~~Listing Rule 5450(a)(2) for continued listing~~and onshall ~~the~~not ~~Nasdaq~~be ~~Global~~deemed ~~Market stating that the Company was working~~ to ~~ensure~~be ~~that~~incorporated itby ~~will~~reference ~~have~~into atthe ~~least~~filings ~~400~~of ~~total~~the ~~holders~~Company ~~for~~under ~~continued listing on~~ the ~~Nasdaq~~Securities ~~Global~~Act ~~Market~~of ~~as required~~1933, ~~in connection with, and~~ as ~~a result of~~amended, ~~its~~or ~~entry into~~ the Exchange ~~Business Combination Agreement~~Act, ~~dated~~ asregardless of ~~October 18,~~any ~~2023~~general ~~(as~~incorporation ~~further~~language ~~amended~~in bysuch ~~Amendment No~~filings. 1 onThis ~~December 1,~~Current ~~2023,~~Report ~~Amendment No. 2~~ on ~~December~~Form ~~15, 2023,~~8-K ~~Amendment~~will ~~No. 3~~not onbe ~~January 31, 2024, and Amendment No. 4 on September 30, 2024, the “Business Combination~~deemed ~~Agreement”),~~an byadmission ~~and~~as ~~among~~to the ~~Company,~~materiality ~~GCL Global Holdings Ltd, Grand Centrex Limited, GCL Global Limited, and RF Dynamic LLC, and the consummation~~ of ~~the~~any ~~business~~information ~~combination~~contained ~~as detailed~~ in ~~the~~this ~~Business~~Item ~~Combination~~7.01, ~~Agreement~~including Exhibit 99.1.

~~However,~~Important onInformation ~~October 30, 2024, the Company~~for ~~received~~Investors written notice from Nasdaq stating that the Company has not regained compliance with Nasdaq Listing Rule 5450(a)(2) within the Compliance Period. Accordingly, unless the Company requests an appeal of this determination, the Company’s securities will be delisted from The Nasdaq Global Market, trading of the Company’s securities will be suspended at the opening of business on November 8, 2024, and a Form 25-NSE will be filed with the Securities and Exchange Commission to remove the Company’s securities from listing and registration on Nasdaq. The Company fully intends to appeal such determination by requesting a hearing to the Hearings Panel (the “Panel”), pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series to stay the suspension of trading of the Company’s securities and the filing of the Form 25-NSE pending the Panel’s decision.Stockholders

~~Forward~~This document ~~Looking~~relates ~~Statements~~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.

~~This Current Report on Form 8-K~~Investors ~~(the~~and ~~“Current~~security ~~Report”)~~holders ~~includes~~will ~~“forward-looking~~be ~~statements”~~able ~~within~~to ~~the~~obtain ~~meaning~~free ofcopies ~~the safe harbor provisions~~ of the ~~United~~registration ~~States~~statement, ~~Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by~~ the ~~use~~proxy ofstatement/prospectus ~~words~~and ~~such~~all asother ~~“believes,” “expects,” “intends,” “plans,” “estimates,”~~relevant ~~“assumes,”~~documents ~~“may,”~~filed ~~“should,” “will,” “seeks,”~~ or ~~other similar expressions. Such statements may include, but are not limited to,~~ that ~~there~~will ~~can~~ be nofiled ~~assurance that the Company will regain compliance~~ with ~~Nasdaq Listing Rule 5450(a)(2) in~~ the ~~future,~~SEC orby ~~otherwise~~SPAC ~~meet Nasdaq compliance standards,~~ or ~~that~~PubCo ~~Nasdaq~~through ~~will grant~~ the ~~Company any~~website ~~relief~~maintained ~~from~~by ~~delisting as necessary or that~~ the ~~Company~~SEC ~~can~~at ~~ultimately meet applicable Nasdaq requirements for any such relief~~www. The forward-looking statements contained in this Current Report speak only as of the date of this Current Report and the Company undertakes no obligation to publicly update any forward-looking statements to reflect changes in information, events, or circumstances after the date of this report, unless required by lawsec.gov.

~~SIGNATURES~~Participants in the Solicitation

~~Pursuant~~SPAC, PubCo, the Company and their respective directors and executive officers may be deemed to be participants in the ~~requirements~~solicitation of proxies from SPAC’s stockholders in connection with the ~~Securities Exchange~~proposed ~~Act~~transaction. A list of ~~1934~~the names of the respective directors and executive officers of SPAC, PubCo and the ~~registrant~~Company, ~~has~~and ~~duly~~information ~~caused~~regarding ~~this~~their ~~report~~interests toin bethe ~~signed~~business oncombination, ~~its~~is ~~behalf~~contained byin the ~~undersigned~~proxy statement/prospectus. ~~hereunto~~You ~~duly~~may ~~authorized~~obtain free copies of these documents as described in the preceding paragraph.

RFThis communication ~~Acquisition~~does ~~Corp.~~not ~~By:~~constitute ~~/s/~~an ~~Tse~~offer ~~Meng~~to Ngsell ~~Name:~~or ~~Tse~~the ~~Meng~~solicitation Ngof ~~Title:~~an ~~Chief~~offer ~~Executive~~to ~~Officer~~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.

~~Date:~~Forward-Looking ~~November 4, 2024~~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

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