Material Agreement - Form 8-K

Item 1.01. Entry into a Material Definitive Agreement

Third Amendment to Merger Agreement

As previously disclosed in our Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on October 23, 2023 and December 7, 2023, RF Acquisition Corp., a Delaware corporation ("SPAC") entered into an agreement and plan of merger, dated October 18, 2023 (as amended by that certain First Amendment to Merger Agreement dated December 1, 2023, that certain Second Amendment to the Merger Agreement dated December 15, 2023, 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 BVI"), GCL Global Limited, a Cayman Islands exempted company limited by shares ("GCL Global" or the "Company"), and, for the limited purposes set forth therein, RF Dynamic LLC, a Delaware limited liability company (the "Sponsor").

On January 31, 2024, the parties to the Merger Agreement entered into that certain Third Amendment to Merger Agreement (the "Amendment") pursuant to which the parties agreed to extend the deadline for the Company to complete the Restructuring (as defined in the Merger Agreement) and to deliver the Audited Company Financials (as defined in the Merger Agreement), in each case, until February 29, 2024.

The foregoing description of the Amendment is not complete and is subject to and qualified in its entirety by reference to the Amendment, a copy of which is filed with this Current Report on Form 8-K as Exhibit 2.1, and the terms of which are incorporated by reference herein.

Important Information for Investors and Shareholders

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 intends to file a registration statement on Form F-4 with the SEC, which will include 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 Shareholders. 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.