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RF Acquisition Corp. *

RF Acquisition Corp. *

Dec 20, 2021 by sam.beattie

PROPOSED BUSINESS COMBINATION: Grand Centrex Limited

ENTERPRISE VALUE: TBD
ANTICIPATED SYMBOL: GCL

RF Acquisition Corp. entered into a definitive business combination agreement with Grand Centrex Limited

  • GCL is a leading video game distribution and publishing group in Asia, with more than 2100 online and offline retail touchpoints for game distribution.
  • GCL through its subsidiaries, provides a full suite of gaming services and reach, enabling creators to deliver fun experiences to the fast-growing market of Asian gamers.
  • Its operating subsidiaries include Epicsoft Asia Pte Ltd (EPA), 4Divinity Limited, 2Game, and Titan Digital Media.
  • With a presence in eight countries, GCL’s companies connect with developers, publishers, and brand owners to maximize the potential of entertainment properties with consumers in the EA and SEA region.

SUBSEQUENT EVENT – 2/5/25 – LINK

  • Between September and December 2024, PubCo, RFAC, and Epicsoft Asia Pte. Ltd., increased the convertible note purchase agreement with accredited investors (including GCL Global Pte.) to $33,025,000.
    • Epicsoft Asia has agreed to unconditionally guarantee all of the Company’s obligations and performance under $30,025,000 of the Convertible Notes.
    • GCL Global SG has agreed to unconditionally guarantee all of the Company’s obligations and performance under $3,000,000 of the Convertible Notes.

SUBSEQUENT EVENT – 10/18/24 – LINK

  • Between September 30 and October 7, 2024, PubCo and its subsidiary Epicsoft Asia Pte. Ltd. entered into a convertible note purchase agreement with accredited investors.
    • Under this agreement, investors will purchase $20,025,000 worth of convertible notes that will be converted into the company’s ordinary shares at the closing of the business combination outlined in the Merger Agreement.
    • An additional 30% of shares, termed Bonus Shares, will be held in escrow for three years from the conversion date.
    • Each year, on the anniversary of the conversion date, one-third of the Bonus Shares will be released from escrow.
    • If the volume-weighted average closing price of these shares falls below $4.50 for ten consecutive days within the month prior to the third anniversary, investors are eligible for additional shares or a cash payment based on their holdings.
    • Should the business combination not be completed by March 28, 2025, or if the share price used to calculate the exchange ratio is below $10.00, investors will receive 110% of the outstanding principal balance of the note.

EXTENSION – 9/24/24 – LINK

  • The SPAC approved the extension from September 28, 2024 to March 28, 2025.
    • 1,170,280 shares were redeemed at the meeting.
    • An additional $0.03/Share per month will be deposited into the trust account.

EXTENSION – 12/27/23 – LINK

  • The SPAC approved the extension from December 28, 2023 to September 28, 2024, composed of an initial three-month extension and six subsequent one-month extensions.
    • 1,363,378 Class A Common Stock at a redemption price of approximately $10.72 per share.
    • $225K will be deposited into the trust account to extend until 3/28/24; $75K per month will be deposited thereafter as needed.

TRANSACTION

  • The Proposed Transaction gives GCL approximately $1.2 billion in pre-transaction equity value.
  • GCL’s existing shareholders will roll over 100% of the equity and retain a majority of the Combined Company’s outstanding shares, while GCL will also designate a majority of the Combined Company’s board of directors.
  • The transaction has been approved by the Board of Directors of GCL and RF Acquisition, and its closing is expected to be in the second quarter of 2024.
  • The Combined Company is expected to be listed on Nasdaq under the reserved ticker symbol “GCL.”
  • The Combined Company will continue to be led by Jacky See Wee Choo, Group Chairman of GCL, Sebastian Toke, Group CEO of GCL, and other key executive leadership members.

SPAC FUNDING

  • PIPE:
    • The companies have agreed to work together to pursue commitments for a private placement of equity (the “PIPE Financing”), debt, or other alternative financings of up to $20 million.
  • Convertible Notes:
    • For details on the Convertible Notes funding, please see the Subsequent Event from 10/18/24 and 2/5/25.
  • Non-Redemption Agreement
    • PubCo reserved 2,000,000 shares called “Incentive Shares” for non-redemption agreements or funding sources.
      • The Sponsor can decide how to distribute these shares without any lock-up period.
      • The Sponsor can instruct PubCo to give them all the Incentive Shares.

LOCK-UP

  • Sponsor & Company
    • 12 months from the Closing Date or when the share price equals or exceeds $12.00 for any 20/30 trading days at least 150 days after the Closing Date

NOTABLE CONDITIONS TO CLOSING

  • RF Acquisition and GCL shareholder approvals
  • Minimum cash condition of $25 million

NOTABLE CONDITIONS TO TERMINATION

  • If the transactions aren’t done by September 30, 2024 (if the SPAC Extension Proposal is approved) or December 28, 2023 (if the SPAC Extension Proposal isn’t approved), the company and SPAC can agree to cancel them in writing.

ADVISORS

  • GCL Advisors:
    • Loeb & Loeb is serving as US counsel
    • Icon Law is serving as Singapore counsel
    • AMGM is serving as an advisor
  • SPAC Advisors:
    • Winston & Strawn LLP is serving as counsel
    • Early Bird Capital Inc. is serving as a financial advisor

EXTENSION – 3/30/23 – LINK

  • The SPAC approved the extension from March 28, 2023 to December 28, 2023, composed of an initial three-month extension and six subsequent one-month extensions.
    • 7,391,973 shares were redeemed.
    • $300K will be deposited into the trust account to extend until 6/28/23; $100K per month will be deposited thereafter as needed

MANAGEMENT & BOARD

Executive Officers

Tse Meng Ng, 47
Chief Executive Officer and Chairman

In February 2019, Mr. Ng co-founded Ruifeng Wealth Management Pte Ltd, a Singapore Capital Markets Services licensed financial institution regulated by the Monetary Authority of Singapore with a market capitalization of approximately $2 billion, for which he serves as the chief executive officer. There, Mr. Ng and his team provide fund management services to ultra-high net worth individuals. From May 2014 to January 2019, Mr. Ng served as the Managing Director of Credit Agricole, an international full-service banking group. He was voted ‘Outstanding Young Private Banker’ in 2011 by Private Banker International, the leading journal for the global wealth management industry. Prior to that, Mr. Ng was a Director at Credit Suisse where he helped form the team that covered the North Asia markets and where he helped contribute the most net new money between 2008-2009. He started his career in 1998 at Citibank N.A where he managed a team of banking staff at a very young age. Mr. Ng earned a B.S. in Business from Nanyang Technological University.

Han Hsiung Lim, 46
Chief Financial Officer, Chief Operating Officer and Director

Mr. Lim retired from an 18-year career in the banking and asset management industry in 2018 and has since managed his own investments in public equities and fixed-income securities. From January 2016 to December 2017, Mr. Lim was a Senior Vice President in the Risk & Performance Management Department at GIC (formerly known as the Government of Singapore Investment Corporation), which manages Singapore’s foreign reserves. From April 2009 to December 2014, he served as the Head of Credit Risk Management in the Risk & Performance Management Department at GIC where he was responsible for approving, managing and mitigating the firmwide credit exposure of GIC to its trading counterparties. From February 2000 to April 2009, Mr. Lim worked within the Financial Markets Credit Group at DBS Bank, where he rose up the ranks to Vice President in 2005 and was responsible for approving, managing and mitigating the firmwide credit exposure of DBS Bank to a portfolio of banks and non-bank financial institutions. He also has experience in managing credit exposure, as he was tasked with avoiding and mitigating DBS Bank’s potential losses during the 2008 Global Financial Crisis. Mr. Lim has a bachelor of business degree (First Class Honors), with a major in banking and a minor in hospitality, from the Nanyang Technological University.

Board of Directors

Benjamin Waisbren, 63
Independent Director

Since 2014, Mr. Waisbren has served as the President of Virtually There Holdings LLC d/b/a Ben Waisbren & Associates, which advises media companies and firms involved in distressed situations. From April 2019 through July 2020, Mr. Waisbren served as Chief Executive Officer and Chief Restructuring Officer of NanoMech Inc., a nanotechnology company that he led through a Chapter 11 case and its sale to a global company. He is also on the board of Vistas Media Acquisition Company, a Nasdaq listed blank check company, and previously served on the board of Wild Bunch AG, the German-listed, Paris-based award-winning film co-production and distribution company for ten years. Mr. Waisbren also held attorney positions at Lord Bissell & Brook LLP (now Locke Lord LLP) and Winston & Strawn LLP, during and after which he was engaged by the U.S. Department of Justice in the 1Malaysia Development Berhad money laundering matter.

Simon Eng Hock Ong, 55
Independent Director

Mr. Ong currently serves as the Chief Financial Officer of Rich Capital Holdings Limited, a company listed on SGX Catalist. Prior thereto, Mr. Ong worked as the Executive Director of Asiaphos Limited from 2012 through June, 2019, and remains as with Asiaphos as a Non-Executive Director and as a member of their audit committee. Previously, Mr. Ong also served as Group Finance Manager and as Chief Financial Officer of Hwa Hong Corporation Limited, a company listed on SGX-ST Main Board, and as a director of corporate and financial planning of the King George Development Corporation, a company listed on the TSX Venture Exchange (formerly known as the Vancouver Stock Exchange). Mr. Ong has a degree in accounting from North East London Polytechnic (now known as the University of East London) and is a Fellow of the Association of Chartered Certified Accountants and a Certified Practicing Accountant in Australia.

Vincent Yang Hui, 33
Independent Director

Mr. Hui currently serves as the Chief Executive Officer of abComo eCommerce Pte Ltd, a multinational influencer platform that he founded in 2020. He also co-founded Long-bridge, an overseas asset investment company, in 2019, and Alphabit Consulting Pte Ltd, a Singapore based technology consulting company. From 2014 to 2018, Mr. Hui served as a Business Development Director for the Alibaba Group and Ant Financial. Mr. Hui has a BSc in Information Management and Information Systems from the University of Electronic Science and Technology of China and a graduate diploma in systems analysis from the National University of Singapore.

Ong Xeng Thou, — [Appointed 7/19/22]
Independent Director

TBD

 

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