RF Acquisition Corp. Closes Business Combination with GCL Asia to Go Public

Winston & Strawn represented RF Acquisition Corp., a publicly traded special purpose acquisition company, in its business combination with Grand Centrex Limited, one of Asia's leading video game distributors and publishers. The combined company, GCL, is now listed on Nasdaq under the reserved ticker symbol "GCL.” The transaction gives GCL approximately $1.2 billion 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 also designated a majority of the Combined Company's board of directors. The transaction includes a minimum cash condition of $25,000,000 and resulted in GCL receiving gross proceeds of approximately $42.9 million (assuming no further redemptions by RF Acquisition shareholders). 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 $20 million. GCL expects to use proceeds from the transaction to accelerate its game publishing and IP management business, alongside its marketing reach with AAA/AA PC game titles.