GCL Global Holdings Ltd F-4/A, filed Dec 26, 2024
GCL Global Holdings Ltd (GCL)
F-4/A
2024-12-26
View Original
Added on
October 24, 2026
As filed with the U.S. Securities and Exchange Commission on December 26, 2024
Registration No: 333-280559
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 7
TO
TO
FORM F-4
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
THE SECURITIES ACT OF 1933
GCL Global Holdings Ltd
(Exact name of registrant as specified in its charter)
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Cayman Islands
(State or other jurisdiction of
incorporation or organization) |
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7372
(Primary Standard Industrial
Classification Code Number) |
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Not Applicable
(I.R.S. Employer
Identification Number) |
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29 Tai Seng Avenue #02-01
Natural Cool Lifestyle Hub
Singapore 534119
65 80427330
Natural Cool Lifestyle Hub
Singapore 534119
65 80427330
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
Telephone: (800) 221-0102
122 East 42nd Street, 18th Floor
New York, NY 10168
Telephone: (800) 221-0102
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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Michael J. Blankenship
Justin F. Hoffman Winston & Strawn LLP 800 Capitol Street, Suite 2400 Houston, Texas 77002-2925 (713) 651-2600 |
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Giovanni Caruso
Loeb & Loeb LLP 345 Park Avenue New York, NY 10154 (212) 407-4000 |
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Jane K. P. Tam
Joan S. Guilfoyle Loeb & Loeb LLP 901 New York Avenue NW Washington, DC 20001 (202) 618-5000 |
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Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and after all conditions under the Merger Agreement to consummate the proposed merger are satisfied or waived.
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
†
The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
EXPLANATORY NOTE
GCL Global Holdings Ltd is filing this Amendment No. 7 to its registration statement on Form F-4 (File No. 333-280559) as an exhibit-only filing. Accordingly, this amendment consists only of the facing page, this explanatory note and Part II of the Registration Statement. The remainder of the Registration Statement remains unchanged.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Directors and Officers
Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Islands courts to be contrary to public policy, such as to provide indemnification against willful default, willful neglect, civil fraud or the consequences of committing a crime. PubCo’s memorandum and articles of association shall provide for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own fraud or dishonesty.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is theretofore unenforceable.
Item 21. Exhibits and Financial Statement Schedule
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Exhibit
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Description
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Schedule/
Form |
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File Number
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Exhibits
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Filing Date
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| | 1.1 | | | | |
8-K
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001-41332
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1.1
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March 29, 2022
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| | 2.1#^ | | | Agreement and Plan of Merger, dated as of October 18, 2023 (included as Annex A to the proxy statement/prospectus). | | | | | | ||||||||
| | 2.2.1 | | | | |
8-K
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001-41332
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2.1
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December 7, 2023
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| | 2.2.2 | | | | |
8-K
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001-41332
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2.1
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December 18, 2023
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| | 2.2.3 | | | | |
8-K
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001-41332
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2.1
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February 2, 2024
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| | 2.2.4 | | | | |
8-K
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001-41332
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2.1
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October 3, 2024
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| | 3.1 | | | | |
S-1
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333-261765
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3.1
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March 15, 2022
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| | 3.1.1 | | | | |
8-K
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001-41332
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3.1
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March 29, 2022
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| | 3.1.2 | | | | |
8-K
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001-41332
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3.1
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March 30, 2023
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II-1
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Exhibit
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Description
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Schedule/
Form |
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File Number
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Exhibits
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Filing Date
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| | 3.1.3 | | | | |
8-K
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001-41332
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3.1
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December 27, 2023
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| | 3.1.4 | | | | |
8-K
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001-41332
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3.1
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September 24, 2024
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| | 3.2 | | | | |
S-1
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333-261765
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3.3
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March 15, 2022
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| | 3.3^ | | | | | | | | |||||||||
| | 3.4^ | | | Form of Amended and Restated Memorandum and Articles of Association of PubCo (attached as Annex B to the proxy statement/prospectus) | | | | | | | | | | | | | |
| | 4.1 | | | | |
S-1
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333-261765
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4.1
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March 15, 2022
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| | 4.2 | | | | |
S-1
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333-261765
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4.2
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March 15, 2022
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| | 4.3 | | | | |
S-1
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333-261765
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4.3
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March 15, 2022
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| | 4.4 | | | | |
S-1
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333-261765
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4.4
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March 15, 2022
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| | 4.5 | | | | |
8-K
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001-41332
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4.1
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March 29, 2022
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| | 5.1^ | | | | | | | | | | | | | | | | |
| | 5.2^ | | | | | | | | | | | | | | | | |
| | 10.1 | | | | |
8-K
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001-41332
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10.1
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October 23, 2023
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| | 10.2 | | | | |
8-K
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001-41332
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10.2
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October 23, 2023
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| | 10.3^ | | | | | | | | |||||||||
| | 10.4 | | | | |
8-K
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001-41332
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10.3
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October 23, 2023
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| | 10.5^ | | | Sales and Purchase Agreement by and between Ludus Asia Pte. Ltd. and Vendors dated July 31, 2022## | | | | | | | | | | | | | |
| | 10.6^ | | | The First Contract Addendum for the Sales and Purchase Agreement by and between Ludus Asia Pte. Ltd. and Vendors dated July 31, 2022 | | | | | | | | | | | | | |
| | 10.7^ | | | The Second Contract Addendum for the Sales and Purchase Agreement by and between Ludus Asia Pte. Ltd. and Vendors dated October 17, 2023 | | | | | | | | | | | | | |
| | 10.8^ | | | Activation Key Distribution Agreement by and between SEGA Games Co., Ltd. and Epicsoft Asia Pte. Ltd. dated August 20, 2018## | | | | | | | | | | | | | |
| | 10.9^ | | | Distribution License Agreement by and between SEGA Games Co., Ltd. and Epicsoft Asia Pte. Ltd. dated February 1, 2018## | | | | | | ||||||||
II-2
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Exhibit
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Description
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Schedule/
Form |
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File Number
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Exhibits
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Filing Date
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| | 10.10^ | | | The First Amendment to the Distribution License Agreement by and between SEGA Games Co., Ltd. and Epicsoft Asia Pte. Ltd. dated April 1, 2020 | | | | | | ||||||||
| | 10.11 | | | | |
8-K
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001-41332
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10.2
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March 29, 2022
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| | 10.12 | | | | |
8-K
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001-41332
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10.3
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March 29, 2022
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| | 10.13 | | | | |
8-K
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001-41332
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10.4
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March 29, 2022
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| | 10.14 | | | | |
8-K
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001-41332
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10.5
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March 29, 2022
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| | 10.15 | | | | |
8-K
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001-41332
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10.1
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July 19, 2022
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| | 10.16 | | | | |
S-1
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333-261765
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10.2
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March 15, 2022
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| | 10.17 | | | | |
8-K
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001-41332
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10.6
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March 29, 2022
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| | 10.18 | | | | |
8-K
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001-41332
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10.1
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March 29, 2022
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| | 10.19 | | | | |
8-K
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001-41332
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10.8
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March 29, 2022
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| | 10.20 | | | | |
8-K
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001-41332
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10.7
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March 29, 2022
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| | 10.21 | | | | |
8-K
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001-41332
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10.1
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October 23, 2023
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| | 10.22 | | | | |
8-K
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001-41332
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10.2
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October 23, 2023
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| | 10.23 | | | | |
8-K
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001-41332
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10.1
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October 18, 2024
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II-3
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Exhibit
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Description
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Schedule/
Form |
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File Number
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Exhibits
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Filing Date
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| | 10.24^ | | | Series B Preferred Stock Purchase Agreement by and between GCL Global Limited and Nekcom Inc. dated November 20, 2024 | | | | | | | | | | | | | |
| | 14.1 | | | | |
S-1
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333-261765
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14
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March 15, 2022
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| | 21.2^ | | | | | | | | | | | | | | | | |
| | 23.1^ | | | | | | | | | | | | | | | | |
| | 23.2^ | | | | | | | | | | | | | | | | |
| | 23.3^ | | | | | | | | | | | | | | | | |
| | 99.1 | | | | | | | | | | | | | | | | |
| | 99.2^ | | | | | | | | |||||||||
| | 99.3^ | | | | | | | | | | | | | | | | |
| | 99.4^ | | | | | | | | |||||||||
| | 107^ | | | | | | | | | | | | | | | | |
^
Previously filed.
#
Certain exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). PubCo agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon its request; however, PubCo may request confidential treatment of omitted items.
##
Certain confidential portions of this exhibit were omitted by means of marking such portions with brackets and asterisks because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed, or constituted personally identifiable information that is not material.
Item 22. Undertakings.
(a)
The undersigned registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
II-4
(2)
That, for the purpose of determining any liability under the Securities Act, each such post- effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4)
To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements.
(5)
That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i)
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii)
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii)
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv)
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b)
The undersigned registrant hereby undertakes as follows:
(1)
That prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other Items of the applicable form.
(2)
That every prospectus (i) that is filed pursuant to the immediately preceding paragraph, or (ii) that purports to meet the requirements of section 10(a)(3) of the Securities Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or
II-5
paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes (i) to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means and (ii) to arrange or provide for a facility in the United States for the purpose of responding to such requests. The undertaking in subparagraph (i) above includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.
The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.
II-6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 7 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Singapore, on December 26, 2024.
GCL Global Holdings Ltd
By:
/s/ Jacky Choo See Wee
Jacky Choo See Wee
Director (Principal Executive Officer, principal financial and accounting officer)
Director (Principal Executive Officer, principal financial and accounting officer)
Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 7 to the Registration Statement has been signed by the following on December 26, 2024 in the capacities indicated.
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Name
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Title
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/s/ Jacky Choo See Wee
Jacky Choo See Wee
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Director
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II-7
AUTHORIZED REPRESENTATIVE
Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly undersigned representative in the United States of GCL Global Holdings Ltd, has signed this Amendment No. 7 to the Registration Statement in New York, on December 26, 2024.
Authorized U.S. Representative Cogency Global Inc.
By:
/s/ Colleen A. De Vries
Name:
Colleen A. De Vries
Title:
Senior Vice-President on behalf of Cogency Global Inc.
II-8
Exhibit 99.1
| 2025 (1) The Business Combination Proposal – to consider and vote upon a proposal (a) to approve and adopt the agreement and plan of merger dated October 18, 2023 (as amended on December 1, 2023, December 15, 2023, January 31, 2024, and September 30, 2024, and as it may be further amended, supplemented or otherwise Delaware limited liability company and (b) to adopt and approve the (2) The Advisory Governance Proposals – to consider and vote upon four separate proposals to approve, on a non-binding advisory basis, certain governance provisions in the amended and restated 2A – to consider and vote for the governance $50,000 divided into 500,000,000 shares, par 2B – to consider and vote for the governance 2C – to consider and vote for the governance 2D – to consider and vote for the governance any director to be removed, with or without cause, by an ordinary resolution, and (b) directors to also be removed by notice in writing signed by not less than three-fourths (3) The Nasdaq Proposal – to consider and vote upon a proposal to approve, for purposes of (4) The Incentive Plan Proposal – to consider and vote upon a proposal to approve the (5) The Adjournment Proposal – to consider and approve, if presented, a proposal to RF ACQUISITION CORP. PLEASE DO NOT RETURN THE PROXY CARD IF YOU ARE VOTING ELECTRONICALLY. YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. IMMEDIATE - 24 Hours a Day, 7 Days a Week or by Mail Vote by Internet -QUICK EASY FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED Signature______________________________Signature, if held jointly__________________________________Date_____________, 2025 PROXY CARD RF ACQUISITION CORP. – THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1, 2A, 2B, 2C, 2D, 3, 4, AND 5. your votes like this X FOR AGAINST ABSTAIN INTERNET – www.cstproxyvote.com proxy card available when you access the Vote at the Meeting – special meeting, you will need your 12 digit control number to vote electronically at the https://www.cstproxy.com/ rfacquisitioncorp/bc2025 MAIL – and return it in the postage-paid envelope Your Internet vote authorizes the named proxy to vote your shares in the same manner as if you marked, signed and returned your proxy card. Votes submitted electronically over the Internet must be received by 11:59 p.m., Eastern Time, on [•], 2025. FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN |
| 2025 194299 RF Acq. Corp Proxy Card Rev2 Back Important Notice Regarding the Internet Availability of Proxy Materials for the Special Meeting of Stockholders To view the Proxy Statement and to Attend the Special Meeting, please go to: https://www.cstproxy.com/rfacquisitioncorp/bc2025 (the “Proxy”), with the power to appoint a substitute to vote the shares that the undersigned is entitled to vote (the “Shares”) at the Special Meeting of stockholders of RF Acquisition Corp. (the “Company”) to be held on [•], 2025 at [•]:[•] a.m. Eastern Time, virtually via live webcast at https://www.cstproxy.com/rfacquisitioncorp/bc2025 or at any adjournments and/or postponements thereof. Such Shares shall be voted as indicated with respect to the proposals listed on the reverse side hereof and in the Proxy’s discretion on such other matters as may properly come before the Special Meeting or any adjournment or postponement thereof. The undersigned acknowledges receipt of the accompanying proxy statement and revokes all prior proxies for said meeting. Capitalized terms used herein but not otherwise The undersigned acknowledges receipt of the accompanying proxy statement and revokes all prior proxies for the accompanying proxy statement. THE SHARES REPRESENTED BY THIS PROXY WHEN PROPERLY EXECUTED AND DELIVERED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO SPECIFIC DIRECTION IS GIVEN AS TO THE PROPOSALS ON THE REVERSE SIDE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2A, 2B, 2C, 2D, 3, 4, AND 5. PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY. (Continued and to be marked, dated and signed on reverse side) PROXY CARD FOR THE SPECIAL MEETIN G OF STOCKHOLDERS OF RF ACQUISITION CORP. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED |
