Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to ______________ Commission file number 001-41332 RF Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) | Delaware | 6 ...

GCL and RF Acquisition Corp. Have Closed the Business Combination on February 13, 2025GCL's Ordinary Shares and Warrants Will Begin Trading on Nasdaq on February 14, 2025, Under Ticker Symbols "GCL" and "GCLWW," RespectivelyGCL to Ring the Closing Bell at Nasdaq on Friday, February 14, 2025 SINGAPORE, Feb. 13, 2025 (GLOBE NEWSWIRE) -- GCL Global Limited ("GCL" or the "Company"), a leading provider of games and entertainment content based in Asia, today announced the successful completion of its business com ...

SINGAPORE, Jan. 23, 2025 (GLOBE NEWSWIRE) -- RF Acquisition Corp. (NASDAQ:RFAC) ("RFAC"), a publicly traded special purpose acquisition company, announced that at its Special Meeting earlier today, January 23, 2025, its stockholders approved the previously announced business combination with GCL Global Limited ("GCL"), one of Asia's leading video game distributors and publishers. Complete official results of the vote will be included in a current report on Form 8-K to be filed by RFAC with the U.S. Securiti ...

SINGAPORE, Jan. 23, 2025 (GLOBE NEWSWIRE) -- RF Acquisition Corp. (Nasdaq: RFAC) (“RFAC”), a publicly traded special purpose acquisition company, announced that at its Special Meeting earlier today, January 23, 2025, its stockholders approved the previously announced business combination with GCL Global Limited (“GCL”), one of Asia's leading video game distributors and publishers. Complete official results of the vote will be included in a current report on Form 8-K to be filed by RFAC with the U.S. Securit ...

SINGAPORE, Sept. 17, 2024 (GLOBE NEWSWIRE) -- RF Acquisition Corp. ("RFAC" or the "Company") today announced that, in connection with the upcoming special meeting of stockholders scheduled to be held September 23, 2024, the per-share price at which public shares will be redeemed from cash held in the Company's trust account will be approximately $11.24. The closing price of the Company's Class A Common Stock on September 13, 2024 was $11.24. About RFAC RFAC is a blank check company incorporated as a Delawar ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to ______________ Commission File Number 001-41584 RF ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 61-1991323 (Stat ...

Financial Performance - For the twelve months ended December 31, 2023, the company reported a net loss of $565,418, compared to a net income of $284,725 for the same period in 2022[285]. - The company incurred $2,620,882 in formation and operating expenses for the year ended December 31, 2023[285]. Initial Public Offering (IPO) - The company generated gross proceeds of $100,000,000 from its Initial Public Offering of 10,000,000 units on March 28, 2022[286]. - The underwriters received a cash underwriting discount of $2,300,000, which is 2.00% of the gross proceeds from the Initial Public Offering[308]. - The net proceeds from the Initial Public Offering are invested in U.S. government securities with a maturity of 185 days or less, minimizing exposure to interest rate risk[319]. Trust Account and Investments - As of December 31, 2023, the company had $29,718,024 in investments held in the Trust Account, down from $117,724,476 as of December 31, 2022[289]. - Following redemptions, there were 2,744,649 shares of Class A common stock outstanding and $29,430,708 remaining in the Trust Account as of December 31, 2023[290]. - The Company moved its trust balance to an interest-bearing bank deposit account in February 2023[319]. Share Redemptions - A total of 7,391,973 shares of Class A common stock were redeemed for $76,054,240 in redemption payments on March 24, 2023[290]. Business Combination and Going Concern - The company has until September 28, 2024, to consummate a Business Combination, raising concerns about its ability to continue as a going concern[292]. Administrative Fees - The company recognized $120,000 and $90,000 in administrative service fees for the years ended December 31, 2023, and 2022, respectively[306]. Director Promissory Note - The company has drawn down $1,202,992 on a Director Promissory Note as of December 31, 2023, which was amended to increase the principal amount to $2,000,000[299]. Stock Issuance and Lock-Up - The Company issued 200,000 shares of Class A Common Stock to EBC at a price of $0.0001 per share, totaling $20, with a fair value estimated at $519,415 recorded as an offering cost[311][312]. - EBC has agreed to a 180-day lock-up period for the shares following the effectiveness of the Registration Statement, prohibiting any transfer or sale during this time[314]. Accounting Standards and Reporting - The Company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[321]. - The Company is evaluating the benefits of reduced reporting requirements under the JOBS Act, which may exempt it from certain disclosures for five years post-Initial Public Offering[322]. - The Company established critical accounting estimates based on historical experience and known trends, which may differ from actual results under different conditions[315]. - ASU 2020-06, effective for fiscal years beginning after December 15, 2023, will simplify accounting for certain financial instruments, with the Company currently evaluating its impact[316]. - ASU 2023-09, effective for annual periods beginning after December 15, 2024, will require additional income tax disclosures to assess tax risks and planning[317]. Off-Balance Sheet Arrangements - The Company has no off-balance sheet arrangements or commitments as of December 31, 2023[320].

Table of Contents FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to ______________ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Commission File Number 001-41584 RF ACQUISITION CORP (Exact name of registrant as specified in its charter) (Sta ...

[PART I. FINANCIAL INFORMATION](index=3&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section presents the company's financial statements, management's discussion and analysis, market risk disclosures, and internal controls for the reporting period [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) The financial statements for June 30, 2023, reflect decreased assets from redemptions, net losses, and going concern uncertainty due to a looming business combination deadline [Condensed Balance Sheets](index=3&type=section&id=Condensed%20Balance%20Sheets) Total assets significantly decreased to $43.7 million by June 30, 2023, primarily due to trust account redemptions, while liabilities and stockholders' deficit increased Condensed Balance Sheet Comparison (Unaudited) | Account | June 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | **Total Assets** | **$43,707,638** | **$118,089,038** | | Investments held in Trust Account | $43,217,846 | $117,724,476 | | Cash | $285,476 | $19,759 | | **Total Liabilities** | **$3,622,203** | **$1,094,736** | | Promissory note – related party | $583,000 | $0 | | Accounts payable and accrued expenses | $940,734 | $140,312 | | **Total Stockholders' Deficit** | **$(2,671,413)** | **$(151,930)** | - On June 26, 2023, the company converted all issued and outstanding shares of Class B Common Stock to Class A Common Stock on a one-for-one basis[7](index=7&type=chunk) [Condensed Statements of Operations](index=4&type=section&id=Condensed%20Statements%20of%20Operations) The company reported a net loss of $244,473 for Q2 2023, while the six-month net loss improved to $94,085 due to higher interest income Statement of Operations Summary (Unaudited) | Metric | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :--- | :--- | :--- | :--- | :--- | | Loss from operations | $(586,781) | $(274,202) | $(1,365,167) | $(274,202) | | Interest income | $498,136 | $155,202 | $1,724,795 | $156,298 | | **Net income (loss)** | **$(244,473)** | **$(169,000)** | **$(94,085)** | **$(217,269)** | [Condensed Statements of Cash Flows](index=7&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) Net cash used in operations was $935,218, while investing activities provided $76.2 million, primarily from trust account withdrawals for redemptions Cash Flow Summary for Six Months Ended June 30 (Unaudited) | Activity | 2023 | 2022 | | :--- | :--- | :--- | | Net cash provided by (used in) operating activities | $(935,218) | $(1,205,343) | | Net cash provided by (used in) investing activities | $76,231,425 | $(116,096,966) | | Net cash provided by (used in) financing activities | $(75,030,490) | $117,700,254 | | **Net Change in Cash** | **$265,717** | **$397,945** | - The company paid **$76,054,240** to redeeming shareholders during the first six months of 2023[17](index=17&type=chunk) [Notes to Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) Notes detail the company's blank check nature, extended business combination deadline, going concern uncertainty, significant share redemptions, and related party financing - The company is a blank check company formed to effect a business combination, with a focus on financial services, media, technology, retail, communication, transportation, and education sectors[19](index=19&type=chunk) - The deadline to consummate a business combination was extended to **December 28, 2023**, Failure to meet this deadline will result in mandatory liquidation[26](index=26&type=chunk)[35](index=35&type=chunk) - In connection with the extension, holders of **7,391,973 Class A shares** exercised redemption rights at **~$10.29 per share**, totaling **$76,054,240** in payments[26](index=26&type=chunk) - The company recorded a **$760,542 excise tax expense** related to the shareholder redemptions, following the implementation of the Inflation Reduction Act of 2022[45](index=45&type=chunk) - A Director of the company agreed to loan up to **$1,200,000** via a promissory note to fund extension payments and working capital; **$583,000** was drawn as of June 30, 2023[89](index=89&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=34&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's blank check status, improved net loss due to interest income, and significant going concern uncertainty due to the business combination deadline - The company is a blank check company with activities limited to formation, the IPO, and searching for a business combination[127](index=127&type=chunk)[129](index=129&type=chunk) - A going concern uncertainty exists as the company has until **December 28, 2023**, to consummate a business combination, or it will face mandatory liquidation[139](index=139&type=chunk) Financial Position Summary | Metric | As of June 30, 2023 | | :--- | :--- | | Cash outside Trust Account | $285,476 | | Investments in Trust Account | $43,217,846 | | Working Capital Deficit | $(3,132,411) | - Following an extension vote, holders of **7,391,973 shares** redeemed their stock, resulting in a **$76,054,240 payment** from the trust account and a **$760,542 excise tax charge**[137](index=137&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=41&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the company is not required to provide market risk disclosures, but notes minimal interest rate risk on trust account investments - The company is a smaller reporting company and is not required to provide the information under this item[165](index=165&type=chunk) - Proceeds in the Trust Account are invested in short-term U.S. government securities or money market funds, minimizing material exposure to interest rate risk[161](index=161&type=chunk) [Controls and Procedures](index=41&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of June 30, 2023, with no material changes to internal controls during the quarter - Management concluded that as of **June 30, 2023**, the company's disclosure controls and procedures were effective[167](index=167&type=chunk) - There were no changes to internal control over financial reporting during the fiscal quarter that materially affected, or are reasonably likely to materially affect, internal controls[169](index=169&type=chunk) [PART II. OTHER INFORMATION](index=43&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section covers legal proceedings, updated risk factors, details on unregistered equity sales, and a list of filed exhibits [Legal Proceedings](index=43&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no legal proceedings - None[170](index=170&type=chunk) [Risk Factors](index=43&type=section&id=Item%201A.%20Risk%20Factors) No material changes to previously disclosed risk factors were reported in this period - As of the date of this report, there have been no material changes to the risk factors disclosed in the company's IPO prospectus (**March 24, 2022**) or its Form 10-K (**April 26, 2023**)[171](index=171&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities](index=43&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds%20from%20Registered%20Securities) Details unregistered sales of Founder Shares and Private Placement Warrants, alongside the use of IPO proceeds, primarily for significant shareholder redemptions - The company issued **2,875,000 Founder Shares** to the Sponsor for **$25,000** in an unregistered sale[172](index=172&type=chunk) - Simultaneously with the IPO, the company sold **5,000,000 Private Placement Warrants** at **$1.00 each**, raising **$5,000,000** in an unregistered sale[176](index=176&type=chunk) - From the IPO proceeds, **$76,054,240** was paid out on **April 3, 2023**, to satisfy redemption requests from holders of **7,391,973 shares** of Class A common stock[177](index=177&type=chunk) [Other Information](index=44&type=section&id=Item%205.%20Other%20Information) The company reports no other information - None[180](index=180&type=chunk) [Exhibits](index=45&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Quarterly Report on Form 10-Q, including officer certifications and Inline XBRL data files Filed Exhibits | Exhibit No. | Description | | :--- | :--- | | 31.1 / 31.2 | Certifications of Principal Executive/Financial Officer (SOX 302) | | 32.1 / 32.2 | Certifications of Principal Executive/Financial Officer (SOX 906) | | 101 Series | Inline XBRL Instance, Calculation, Schema, Definition, Labels, and Presentation Documents | | 104 | Cover Page Interactive Data File |

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to ______________ Commission File Number 001-41584 RF ACQUISITION CORP (Exact name of registrant as specified in its charter) (State o ...