Failure to Satisfy Listing Rule – Form 425

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

As previously disclosed on the Form 8-K filed on April 30, 2024 with the Securities and Exchange Commission, RF Acquisition Corp., a Delaware corporation (the "Company"), received written notice (the "Notification Letter") from the listing qualifications department of The Nasdaq Stock Market LLC ("Nasdaq") on April 29, 2024, stating that the Company was not in compliance with Listing Rule 5450(a)(2), which requires the Company to have at least 400 total holders for continued listing on the Nasdaq Global Market (the "Minimum Total Holders Rule").

The Notification Letter provided that the Company had 45 calendar days to submit to Nasdaq a plan to regain compliance. If the plan was approved by Nasdaq, the Company would be granted an extension of up to 180 calendar days (or until October 26, 2024) to regain compliance (the "Compliance Period"). On June 11, 2024, the Company submitted a plan to regain compliance with Nasdaq Listing Rule 5450(a)(2) for continued listing on the Nasdaq Global Market stating that the Company was working to ensure that it will have at least 400 total holders for continued listing on the Nasdaq Global Market as required, in connection with, and as a result of, its entry into the Business Combination Agreement, dated as of October 18, 2023 (as further amended by Amendment No. 1 on December 1, 2023, Amendment No. 2 on December 15, 2023, Amendment No. 3 on January 31, 2024, and Amendment No. 4 on September 30, 2024, the "Business Combination Agreement"), by and among the Company, GCL Global Holdings Ltd, Grand Centrex Limited, GCL Global Limited, and RF Dynamic LLC, and the consummation of the business combination as detailed in the Business Combination Agreement.

However, on October 30, 2024, the Company received written notice from Nasdaq stating that the Company has not regained compliance with Nasdaq Listing Rule 5450(a)(2) within the Compliance Period. Accordingly, unless the Company requests an appeal of this determination, the Company's securities will be delisted from The Nasdaq Global Market, trading of the Company's securities will be suspended at the opening of business on November 8, 2024, and a Form 25-NSE will be filed with the Securities and Exchange Commission to remove the Company's securities from listing and registration on Nasdaq. The Company fully intends to appeal such determination by requesting a hearing to the Hearings Panel (the "Panel"), pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series to stay the suspension of trading of the Company's securities and the filing of the Form 25-NSE pending the Panel's decision.

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RF Acquisition Corp. published this content on November 04, 2024, and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on November 04, 2024 at 22:22:35.620.