Grand Centrex enters into a merger agreement with RF Acquisition and RF Dynamic

Grand Centrex announced that it, together with its subsidiaries and affiliated companies, has entered into a definitive business combination agreement, or BCA, with RF Acquisition, a publicly traded special purpose acquisition company, and RF Dynamic that will result in GCL Asia becoming a publicly listed company. Upon closing, 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 GC. GCL’s shareholders will retain a majority of the Combined Company’s outstanding shares, and GCL will designate a majority of director nominees for the Combined Company’s board. The Proposed Transaction gives GCL approximately $1.2B 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 Proposed Transaction includes a minimum cash condition of $25M and is expected to result in GCL receiving gross proceeds of approximately $42.9M. RF Acquisition and GCL have agreed to work together to pursue commitments for a private placement of equity debt, or other alternative financings of up to $20M. GCL expects to use proceeds from the Proposed Transaction to accelerate its game publishing and IP management business, alongside its marketing reach with AAA/AA PC game titles. The transaction has been approved by the Board of Directors of GCL and RF Acquisition, and its closing is expected to be in the Q2 of 2024. Loeb & Loeb is serving as GCL’s US counsel. Winston & Strawn is serving as counsel to RF Acquisition. Icon Law is serving as GCL’s Singapore counsel. Early Bird Capital is serving as a financial advisor to RF Acquisition. AMGM is serving as an advisor to GCL.