Material Agreement - Form 425

Item 1.01. Entry into a Material Definitive Agreement

Fourth Amendment to Merger Agreement

As previously disclosed in our Current Reports on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on October 23, 2023, December 7, 2023, December 18, 2023 and February 2, 2024, 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 Merger Agreement dated December 15, 2023, that certain Third Amendment to Merger Agreement dated January 31, 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").

On September 30, 2024, the parties to the Merger Agreement entered into that certain Fourth Amendment to Merger Agreement (the "Amendment") pursuant to which the parties have agreed to, among other things, extend the deadline for the parties to complete the Business Combination (as defined in the Merger Agreement) to March 28, 2024. GCL Global also agreed to pay for up to six (6) months of extension fees starting September 28, 2024 and other third-party vendor expenses incurred by SPAC in connection with the Business Combination, for an aggregate of up to $500,000 (the "Amendment Expenses"), subject to a dollar-for-dollar reduction to the Maximum Allowable SPAC Transaction Expenses (as such term is defined in the Merger Agreement) and reimbursement by the Sponsor in the event that the Amendment Expenses paid exceeds five percent (5%) of the total amount of Transaction Financing (as defined in the Merger Agreement) (not including the balance of the Trust Account) the Company has received from the Sponsor, its affiliate, or any party introduced by the Sponsor to the Company that was not already known to the Company.

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 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.

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 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 shareholders 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, will be contained in the proxy statement/prospectus when available. You may obtain free copies of these documents as described in the preceding paragraph.

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