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SUBSEQUENT EVENTS
12 Months Ended
Dec. 31, 2024
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.

On January 23, 2025, a Special Meeting was held in which the Company’s stockholders of record approved a proposal to adopt (a) the agreement and plan of merger, dated October 18, 2023 (as amended), by and among the Company, GCL Global Holdings Ltd, Grand Centrex Limited, GCL Global Limited, and RF Dynamic LLC, (b) the business combination and related transactions, and (c) all other related proposals.

At the Special Meeting, the stockholders of record were provided the opportunity to exercise their redemption rights. Holders of 1,522,973 shares of Class A common stock exercised their redemption rights at a per share redemption price of approximately $11.55. Following the redemption, the Company had a total of 51,396 shares of Class A common stock subject to possible redemption outstanding.

On October 30, 2024, the Company received written notice from the listing qualifications department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company had not regained compliance with Nasdaq Listing Rule 5450(a)(2) within the 180-calendar day compliance period. Subsequently, the Company appealed this determination and requested a hearing to the Nasdaq Hearings Panel (the “Panel”). On November 6, 2024, Nasdaq granted the Company a hearing on December 19, 2024 with the Panel.

On January 21, 2025, the Company received a written notice from Nasdaq stating that, based on the information presented at the hearing on December 19, 2024, the Panel has determined to grant the Company’s request for continued listing on Nasdaq, subject to the Company demonstrating compliance with Listing Rule 5405 on or before March 23, 2025.

On February 13, 2025, the Company consummated its business combination with GCL Global Holdings Ltd., pursuant to the terms of the agreement and plan of merger, dated October 18, 2023 (as amended), by and among the Company, GCL Global Holdings Ltd, Grand Centrex Limited, GCL Global Limited, and RF Dynamic LLC.