Material Agreement - Form 425

Item 1.01. Entry into a Material Definitive Agreement

As previously disclosed in our Current Reports on Form 8-K filed with the Securities and Exchange Commission (the "SEC"), RF Acquisition Corp., a Delaware corporation ("SPAC") entered into an agreement and plan of merger, dated October 18, 2023 (as amended on December 1, 2023, December 15, 2023, January 31, 2024, 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 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"). Pursuant to the Merger Agreement, the Company and Sponsor shall jointly exercise their reasonable best efforts to obtain transaction financing ("Transaction Financing"), in the form of signed agreements for a private placement of equity, or other alternative financing in an aggregate amount of not less than $20,000,000.

Between September 30 and October 7, 2024, PubCo, the Company, and Epicsoft Asia Pte. Ltd., an indirect wholly-owned subsidiary of the Company ("Epicsoft Asia"), entered into a convertible note purchase agreement (the "Note Purchase Agreement") with each of certain accredited investors (the "Transaction Investors") pursuant to which the Transaction Investors have agreed to pay the Company an aggregate of $20,025,000 for certain convertible notes (the "Note") which shall be convertible into the Company's fully paid and nonassessable ordinary shares that would be exchanged for Merger Consideration Shares (as defined in the Merger Agreement) at the closing of the transactions (the "Conversion Date") contemplated by the Merger Agreement (the "Business Combination"). Pursuant to the Note Purchase Agreement, an additional thirty percentage (30%) of the number of Merger Consideration Shares issued to the Transaction Investors (the "Bonus Shares") will be held in an escrow account for three (3) years from the Conversion Date. At the end of each of the first three anniversary dates of the Conversion Date, one-third (1/3) of the Bonus Shares shall be released from the escrow account to either the Transaction Investors or to the Company for cancellation, based on the number of Merger Consideration Shares held by the Transaction Investors at the time. In the event that the lowest volume-weighted average closing price of the Merger Consideration Shares is less than $4.50 per share for any ten (10) consecutive trading days during the last month prior to the third anniversary day of the Conversion Date, the Transaction Investors will be entitled to receive certain Top-Up Shares (defined in the Note Purchase Agreement) and, under certain limited circumstances, a cash payment, based on the number of Merger Consideration Shares held on the third anniversary date of the Business Combination. The Transaction Investors will be entitled to receive 110% of the outstanding principal balance of the Note in the event that the Business Combination is not consummated on or before March 28, 2025, or if the per share price used to the calculate the exchange ratio for the Business Combination is less than $10.00 per share. Pursuant to the Note Purchase Agreement, Epicsoft Asia has agreed to unconditionally guarantee all of the Company's obligations and performance under the Note, including but not limited to the Company's obligation to pay.

The foregoing description of the terms of the Note Purchase Agreement and the Note is not complete and is subject to and qualified in its entirety by reference to the Note Purchase Agreement and the Note, respectively. A form of each of the Note Purchase Agreement and the Note is being filed with this Current Report on Form 8-K as Exhibit 10.1 and 10.2, respectively, 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 has filed a registration statement on Form F-4 with the SEC, which includes 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.