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SUBSEQUENT EVENTS
12 Months Ended
Dec. 31, 2023
SUBSEQUENT EVENTS  
SUBSEQUENT EVENTS

NOTE 12. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial statements were issued. Based upon this review, other than below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements, except for the following.

As previously disclosed in our 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 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.

On February 17, 2024, the Director Promissory Note was amended and restated to increase the principal amount of the note to $2,000,000. The Director Promissory Note bears no interest and matures on the later of: (i) December 28, 2024, or (ii) the date that the Company consummates an initial business combination.

On February 28, 2024, the Sponsor provided an additional $20,000 to cover working capital expenses

On March 21, 2024 and March 25, 2024, the Sponsor contributed $93,938 and $49,643 to cover working capital expenses related to the promissory note, respectively.

On March 25, 2024, the Company deposited $75,000 into the Trust Account in order to effect the third subsequent one month extensions of the Revised Extension Deadline, which extended the deadline to consummate the Business Combination to April 28, 2024.