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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

Commission File Number 001-41332

RF ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware

61-1991323

(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification No.)

111 Somerset, #05-06

Singapore 238164

(Address of principal executive offices and zip code)

+65 6904 0766

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A Common Stock, one redeemable warrant, and one right to receive one-tenth of one share of Class A Common Stock	RFACU	The Nasdaq Stock Market LLC

Share of Class A Common Stock, par value $0.0001 per share	RFAC	The Nasdaq Stock Market LLC

Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share	RFACW	The Nasdaq Stock Market LLC

Rights, each right receives one-tenth of one share of Class A Common Stock	RFACR	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of November 19, 2024, there were 4,649,369 of the registrant’s Class A Common Stock, par value $0.0001 per share, and 0 of the registrant’s Class B Common Stock, par value $0.0001 per share, issued and outstanding.

Table of Contents

RF ACQUISITION CORP

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements	1

	Condensed Balance Sheets as of September 30, 2024 (Unaudited) and December 31, 2023	1

	Condensed Statements of Operations for the Three and Nine Months ended September 30, 2024 (Unaudited) and September 30, 2023 (Unaudited)	2

	Condensed Statements of Changes in Stockholders’ Deficit for the Three and Nine Months ended September 30, 2024 (Unaudited) and September 30, 2023 (Unaudited)	3

	Condensed Statements of Cash Flows for the Nine Months ended September 30, 2024 (Unaudited) and September 30, 2023 (Unaudited)	4

	Notes to Condensed Financial Statements (Unaudited)	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28

Item 4.	Controls and Procedures	28

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	30

Item 1A.	Risk Factors	30

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	30

Item 3.	Defaults Upon Senior Securities	30

Item 4.	Mine Safety Disclosures	30

Item 5.	Other Information	30

Item 6.	Exhibits	31

Table of Contents

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

RF ACQUISITION CORP.

CONDENSED BALANCE SHEETS


	September 30,		December 31,
	2024		2023
	(Unaudited)
ASSETS
Current assets
Cash	$	18,452	$	188,235
Prepaid expenses - current		21,500		57,967
Franchise tax receivable		53,650		—
Income tax receivable		82,315		—
Total Current Assets		175,917		246,202
Cash held in Trust Account		17,693,877		29,718,024
TOTAL ASSETS	$	17,869,794	$	29,964,226
LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued expenses	$	2,010,686	$	1,524,167
Deferred offering costs		554,980		—
Franchise tax payable		—		38,750
Income tax payable		—		50,465
Excise tax payable		1,038,102		906,736
Promissory note – related party		1,725,687		1,202,992
Due to sponsor		1,504,559		1,392,629
Total Liabilities	$	6,834,014	$	5,115,739
Commitments and Contingencies (Note 6)
Class A common stocks, 1,574,369 and 2,744,649 shares subject to possible redemption at September 30, 2024 and December 31, 2023, respectively		17,729,841		29,528,809
Stockholders’ Deficit
Preferred Stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding at September 30, 2024 and December 31, 2023		—		—
Class A Common Stock, $0.0001 par value; 380,000,000 shares authorized; 3,075,000 shares issued and outstanding (excluding 1,574,369 and 2,744,649 shares subject to redemption, respectively) at September 30, 2024 and December 31, 2023		308		308
Class B Common Stock, $0.0001 par value; 20,000,000 shares authorized; 0 issued and outstanding at September 30, 2024 and December 31, 2023		—		—
Additional paid-in capital		—		—
Accumulated Deficit		(6,694,369)		(4,680,630)
Total Stockholders’ Deficit		(6,694,061)		(4,680,322)
TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ DEFICIT	$	17,869,794	$	29,964,226

The accompanying notes are an integral part of the unaudited condensed financial statements.

Table of Contents

RF ACQUISITION CORP.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023
Formation costs and other operating expenses	$	750,495	$	331,438	$	1,343,110	$	1,696,605
Loss from operations		(750,495)		(331,438)		(1,343,110)		(1,696,605)
Other income (expense):
Interest income		385,833		488,791		1,160,574		2,213,586
Franchise tax expenses		(50,000)		(50,000)		(150,000)		(150,996)
Tax underpayment penalty		—		—		—		(11,719)
Total other income, net		335,833		438,791		1,010,574		2,050,871
Income (loss) before income taxes		(414,662)		107,353		(332,536)		354,266
Provision for income taxes		(70,524)		(92,146)		(212,220)		(433,144)
Net loss	$	(485,186)	$	15,207	$	(544,756)	$	(78,878)
Weighted average shares outstanding of Class A common shares, redeemable		2,655,606		4,108,027		2,714,751		6,626,172
Basic and diluted net loss per share, Class A common shares, redeemable	$	(0.08)	$	0.00	$	(0.09)	$	(0.01)
Weighted average shares outstanding, Class A and Class B common shares, non-redeemable		3,075,000		3,075,000		3,075,000		3,075,000
Basic and diluted net loss per share, Class A and Class B common shares, non-redeemable	$	(0.08)	$	0.00	$	(0.09)	$	(0.01)

The accompanying notes are an integral part of the unaudited condensed financial statements.

Table of Contents

RF ACQUISITION CORP.

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024

(UNAUDITED)


	Class A			Class B			Additional			Total
	Common Shares			Common Shares			Paid-in	Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Capital	Deficit		Deficit
Balance—December 31, 2023	3,075,000	$	308	—		—	—	$	(4,680,630)	$	(4,680,322)
Accretion of Class A common stock subject to possible redemption	—		—	—		—	—		(378,094)		(378,094)
Net income for the period	—		—	—		—	—		41,124		41,124
Balance—March 31, 2024 (unaudited)	3,075,000	$	308	—		—	—	$	(5,017,600)	$	(5,017,292)
Accretion of Class A common stock subject to possible redemption	—		—	—		—	—		(544,215)		(544,215)
Net loss for the period	—		—	—		—	—		(100,693)		(100,693)
Balance—June 30, 2024 (unaudited)	3,075,000	$	308	—		—	—	$	(5,662,508)	$	(5,662,200)
Accretion of Class A common stock subject to possible redemption	—		—	—		—	—		(415,309)		(415,309)
Net loss for the period	—		—	—		—	—		(485,186)		(485,186)
Excise tax on stockholder redemption	—		—	—		—	—		(131,366)		(131,366)
Balance—September 30, 2024 (unaudited)	3,075,000	$	308	—		—	—	$	(6,694,369)	$	(6,694,061)

RF ACQUISITION CORP.

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023

(UNAUDITED)


	Class A			Class B			Additional			Total
	Common Shares			Common Shares			Paid-in	Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Capital	Deficit		Deficit
Balance—December 31, 2022	200,000	$	20	2,875,000	$	288	—	$	(152,238)	$	(151,930)
Accretion of Class A common stock subject to possible redemption	—		—	—		—	—		(1,222,548)		(1,222,548)
Net income for the period	—		—	—		—	—		150,388		150,388
Balance—March 31, 2023 (unaudited)	200,000	$	20	2,875,000	$	288	—	$	(1,224,398)	$	(1,224,090)
Accretion of Class A common stock subject to possible redemption	—		—	—		—	—		(442,308)		(442,308)
Net loss for the period	—		—	—		—	—		(244,473)		(244,473)
Excise tax on stockholder redemption	—		—	—		—	—		(760,542)		(760,542)
Conversion of Class B ordinary shares to Class A ordinary shares	2,875,000		288	(2,875,000)		(288)	—		—		—
Balance—June 30, 2023 (unaudited)	3,075,000	$	308	—		—	—	$	(2,671,721)	$	(2,671,413)
Accretion of Class A common stock subject to possible redemption	—		—	—		—	—		(646,645)		(646,645)
Net income for the period	—		—	—		—	—		15,207		15,207
Balance—September 30, 2023 (unaudited)	3,075,000	$	308	—	$	—	—	$	(3,303,159)	$	(3,302,851)

The accompanying notes are an integral part of the unaudited condensed financial statements.

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RF ACQUISITION CORP.

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	For the Nine		For the Nine
	Months Ended		Months Ended
	September 30, 2024		September 30, 2023
Cash Flows from Operating Activities:
Net loss	$	(544,756)	$	(78,878)
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on cash and investments held in trust Account		(1,160,574)		(2,213,586)
Changes in operating assets and liabilities:
Prepaid expenses		36,467		213,661
Accounts payable and accrued expenses		486,520		752,276
Due to sponsor		90,000		90,000
Income tax receivable, net		(132,780)		129,254
Franchise tax receivable, net		(92,400)		(145,605)
Deferred offering costs		554,980		—
Net cash used in operating activities	$	(762,543)	$	(1,252,878)

Cash Flows from Investing Activities:
Investment of cash into Trust Account		(450,000)		(700,000)
Trust account withdrawal		13,136,586		76,054,240
Trust account withdrawal for tax payments		498,135		618,435
Net cash provided by investing activities	$	13,184,721	$	75,972,675

Cash Flows from Financing Activities:
Proceeds from promissory note – related party		522,695		793,000
Proceeds from Sponsor for working capital		21,930		525,750
Payment to Redeeming Shareholders		(13,136,586)		(76,054,240)
Net cash used in financing activities	$	(12,591,961)	$	(74,735,490)

Net Change in Cash		(169,783)		(15,693)
Cash – Beginning of period		188,235		19,759
Cash – End of period	$	18,452	$	4,066

Supplementary cash flow information:
Cash paid for income taxes	$	(345,000)	$	303,890

Non-cash investing and financing activities:
Accretion of Class A common stock subject to possible redemption	$	1,337,618	$	2,311,501
Excise tax payable	$	131,366	$	760,542

The accompanying notes are an integral part of the unaudited condensed financial statements.

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RF ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS, AND GOING CONCERN

RF Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on January 11, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company intends to focus its search for an initial business combination on companies that are within the financial services, media, technology, retail, interpersonal communication, transportation, and education sectors. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.

As of September 30, 2024, the Company had not yet commenced any operations. All activity for the period from January 11, 2021 (inception) through September 30, 2024, relates to the Company’s formation and the initial public offering (“the Initial Public Offering”) which is described below, and consists of evaluating target businesses and completing a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.

The registration statement for the Company’s Initial Public Offering was declared effective on March 23, 2022. On March 28, 2022, the Company consummated the Initial Public Offering of 10,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $100,000,000, which is described in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated (i) the sale of 4,050,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to RF Dynamic LLC (the “Sponsor”), generating gross proceeds of $4,050,000, which is described in Note 4, and (ii) the sale of 500,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant in a private placement to Early Bird Capital, Inc. (“EBC”), generating gross proceeds of $500,000.

On March 30, 2022, the underwriter exercised their over-allotment option, resulting in an additional 1,500,000 Units issued for an aggregate amount of $15,000,000. In connection with the underwriter’s exercise of their over-allotment option, the Company also completed the private sale of an aggregate of (i) 400,500 Private Placement Warrants to the Company’s Sponsor, at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds of $400,500, and (ii) 49,500 Private Placement Warrants to EBC, at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds of $49,500.

Transaction costs amounted to $3,803,330, consisting of $2,300,000 of underwriting fees and $1,503,330 of other offering costs. In addition, on September 30, 2024, cash of $18,452 was held outside of the Trust Account (as defined below) and is available for working capital purposes.

Following the closing of the Initial Public Offering on March 28, 2022 and the exercise of the over-allotment option on March 30, 2022, an amount of $116,150,000 from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in money market funds meeting the certain conditions under Rule 2a-7 of the Investment Company Act, which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below.

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In February of 2023 the Company’s trust balance was moved to an interest - bearing bank deposit account due to receiving a slightly higher interest rate from Citibank, N.A. (“Citibank” or “Citi”). At September 30, 2024 and December 31, 2023, the Company had $17,693,877 and $29,718,024 in the trust account respectively. On March 24, 2023, a special meeting was held where the Company’s shareholders approved a proposal (the “Extension Amendment” or “Extension Amendment Proposal”) to amend the Company’s amended and restated certificate of incorporation to give the Company the right to extend the date by which it has to consummate a business combination from March 28, 2023 to December 28, 2023, composed of an initial three-month extension and six subsequent one-month extensions, for a total of up to nine months after March 28, 2023, by depositing into the Trust Account (A) for the initial three-month extension, the lesser of (i) $300,000 or (ii) $0.12 for each share of the Company’s Class A Common Stock not redeemed in connection with the Charter Amendment Proposal, and (B) for each of the six subsequent one-month extensions, the lesser of (i) $100,000 or (ii) $0.04 for each share of Class A Common Stock not redeemed in connection with the Extension Amendment Proposal, until December 28, 2023 in exchange for a noninterest bearing, unsecured promissory note payable upon consummation of a business combination. In connection therewith the stockholders of record were provided the opportunity to exercise their redemption rights. Holders of 7,391,973 shares of Class A common stock exercised their right to redemption at a per share redemption price of approximately $10.29. On April 3, 2023, a total of $76,054,240 in redemption payments were made in connection with this redemption. Following the redemption, the Company had a total of 4,108,027 shares of Class A common stock outstanding.

Additionally, on June 26, 2023, the Company’s board of directors unanimously consented to the conversion of the Company’s shares of Class B common stock to shares of Class A common stock on a one-for one basis. On June 26, 2023, RF Dynamic LLC, the sole holder of Class B common stock, also consented to the conversion of the Company’s Class B Common Stock to shares of Class A common stock on a one-for-one basis. On July 7, 2023, the Company instructed its transfer agent to initiate the conversion of the shares of Class B common stock to shares of Class A common stock. An aggregate of 2,875,000 shares of Class B common stock with a par value of $0.0001 per share was converted into 2,875,000 shares of Class A common stock with a par value of $0.0001.

On October 18, 2023, the Company entered into an agreement and plan of merger (as amended by the First Amendment, dated as of December 1, 2023, the Second Amendment, dated as of December 15, 2023, and the Third Amendment, dated as of January 31, 2024, the “Merger Agreement”) with GCL Global Holdings Ltd, a Cayman Islands exempted company limited by shares, Grand Centrex Limited, a British Virgin Islands business company, GCL Global Limited, a Cayman Islands exempted company limited by shares, and, for the limited purposes set forth therein, RF Dynamic LLC, a Delaware limited liability company.

On December 20, 2023, a special meeting was held where the Company’s stockholders approved (i) a proposal to amend the Company’s second amended and restated certificate of incorporation to give the Company the right to extend the date by which it has to consummate a business combination from December 28, 2023 to September 28, 2024, composed of an initial three-month extension and six subsequent one-month extensions, for a total of up to nine months after December 28, 2023, by depositing into the Trust Account (A) for the initial three-month extension, the lesser of (i) $225,000 or (ii) $0.09 for each share of the Company’s Class A common stock not redeemed in connection with the proposal, and (B) for each of the six subsequent one-month extensions, the lesser of (i) $75,000 or (ii) $0.03 for each share of Class A common stock not redeemed in connection with the proposal, until September 28, 2024 in exchange for a non-interest-bearing, unsecured promissory note payable upon consummation of a business combination, and (ii) a proposal to remove the net tangible asset requirement in order to expand the methods that the Company may employ so as to not become subject to the “penny stock” rules of the United States Securities and Exchange Commission. At the special meeting the stockholders of record were provided the opportunity to exercise their redemption rights. Holders of 1,363,378 shares of Class A common stock exercised their right to redemption at a per share redemption price of approximately $10.72. On December 26, 2023, a total of $14,619,421 in redemption payments were made in connection with this redemption. Following the redemption, the Company had a total of 5,819,649 shares of Class A common stock outstanding. On December 26, 2023, the Company and Sponsor entered into a promissory note pursuant to which the Sponsor agreed to loan the Company the principal sum of $675,000 to cover the extension payments in connection with the updated Revised Extension Deadline (the “BC Extension Note”). The promissory note was non-interest bearing and is payable on the earlier of (1) September 28, 2024, or (ii) the consummation of the Business Combination. Also on December 27, 2023, the Company deposited into the Trust Account $225,000 received from the Sponsor for the initial three-month extension. Subsequently on March 25, 2024, April 25, 2024, May 24, 2024, June 25, 2024, July 24, 2024, and August 23, 2024 an amount of $75,000 was made on each day from GCL Global Holdings Ltd (“GCL”) for the purposes of extending the business combination deadline. These payments from GCL are made per the terms of the Merger Agreement (see Note 5). On September 23, 2024, another special meeting (the “Special Meeting”) was held where the Company’s stockholders approved the proposal (the “Extension Amendment Proposal”) to amend the Company’s second amended and restated certificate of incorporation to give the Company the right to extend the date by which it has to consummate a business combination from September 28, 2024 to March 28, 2025, composed of six monthly extensions after September 28, 2024, by depositing into the Trust Account for each of the six monthly extensions, $0.03 for each share of Class A Common Stock not redeemed

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in connection with the Extension Amendment Proposal, until March 28, 2025 in exchange for a non-interest-bearing, unsecured promissory note payable upon consummation of a business combination. Also at the Special Meeting, stockholders of record were provided the opportunity to exercise their redemption rights. Stockholders properly elected to redeem an aggregate of 1,170,280 Class A common stock at a redemption price of approximately $11.23 per share. On September 25, 2024, a total of $13,136,586 in redemption payments were made in connection with this redemption. Following the redemption, the Company had a total of 4,649,369 shares of Class A common stock outstanding. On September 30, 2024, the parties to the Merger Agreement entered into that certain Fourth Amendment to Merger Agreement (as clarified on October 15, 2024) pursuant to which the parties have agreed to, among other things, extend the deadline for the parties to complete the Business Combination (as defined in the Merger Agreement) to March 28, 2025. GCL Global also agreed to pay for up to six (6) months of extension fees starting September 28, 2024 and other third-party vendor expenses incurred by the Company in connection with the Business Combination, for an aggregate of up to $500,000 (the “Amendment Expenses”), subject to a dollar-for-dollar reduction to the Maximum Allowable SPAC Transaction Expenses (as such term is defined in the Merger Agreement) and reimbursement by the Sponsor in the event that the Amendment Expenses paid exceeds five percent (5%) of the total amount of Transaction Financing (as defined in the Merger Agreement) (not including the balance of the Trust Account) the Company has received from the Sponsor, its affiliate, or any party introduced by the Sponsor to the Company that was not already known to the Company (see Note 11).

On February 17, 2024, the Director Promissory Note was amended and restated to increase the principal amount of the note to $2,000,000. The Director Promissory Note bears no interest and matures on the later of: (i) December 28, 2024, or (ii) the date that the Company consummates an initial business combination.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below) (net of amounts disbursed to management for working capital purposes and excluding the amount of certain advisory fees payable to EBC) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully.

The Company will provide the holders of the Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares (as defined below) upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.10 per Public Share).

If the Company seeks stockholder approval, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. The Company will not redeem the Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. As of December 20, 2023, the Company is no longer required to maintain a net tangible asset balance of at least $5,000,000. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction.

If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) have agreed to vote their Founder Shares (as defined below in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial stockholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination.

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The Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group”(as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.

The holders of the Founder Shares (as defined below) have agreed not to propose an amendment to the Certificate of Incorporation to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

If the Company is unable to complete a Business Combination within the extended deadline of March 28, 2025 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and its board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The initial stockholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.10. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.10 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.10 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Going Concern and Liquidity

At September 30, 2024, the Company had $18,452 of cash and negative working capital of $6,658,098.

The Company’s liquidity needs up to March 28, 2022 had been satisfied through a payment from the Sponsor of $25,000 (see Note 5) for the Founder Shares to cover certain offering costs. In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company with Working Capital Loans, as defined below (see Note 5). As of September 30, 2024, there were no amounts outstanding under any Working Capital Loans.

Prior to the completion of the Initial Public Offering, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. The Company has since

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competed its Initial Public Offering at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes.

Our ability to consummate any business combination is dependent on a variety of factors, many of which are beyond our control. If the Company does not consummate a business combination by November 28, 2024, which can be extended to March 28, 2025 (by depositing monthly extensions into the Trust Account in the amount of $.03 for each share of Class A common stock not redeemed in connection with the Extension Amendment Proposal), the Company may seek additional shareholder approval to further extend the deadline to consummate a business combination.

In connection with the Company’s assessment of going concern considerations, the Company is uncertain that the Company will be able to consummate a Business Combination by the specified period. If a Business Combination is not consummated by March 28, 2025, there will be a mandatory liquidation and subsequent dissolution.

The Company’s evaluation of its working capital, along with, the liquidity condition and date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern one year from the date that these financial statements are issued. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K filed by the Company with the SEC on April 25, 2024. The interim results for the nine months ended September 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any future periods.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements

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with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Concentration of Credit and Inflation Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. In addition, inflation has been increasing in recent periods and is expected to continue to be volatile in the future. Our investment portfolio may experience the risk of realized losses on our short-term investments if we were to sell before maturity due to the market volatility caused by increased interest rates. At September 30, 2024, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” equal or approximate the carrying amounts represented in the balance sheet, primarily due to their short-term nature.

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of:

●

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

●

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

●

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $18,452 and $188,235 cash and cash equivalents as of September 30, 2024 and December 31, 2023, respectively.

Cash Held in Trust Account

The Company’s portfolio of investments held in trust consisted solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account were classified as trading securities. Trading securities were presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in income earned on investments in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information In February of 2023 the Company’s trust balance was moved to an interest-bearing bank deposit

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account due to receiving a slightly higher interest rate from Citi. At September 30, 2024 and December 31, 2023, the Company had $17,693,877 and $29,718,024 in the trust account respectively.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Offering Costs Associated with the Initial Public Offering

The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consists of legal, accounting, underwriting fees and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering cost amounted to $3,803,330 which was charged to stockholders’ equity upon the completion of the Initial Public Offering.

Income Taxes

The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” (“ASC 740”) which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for the payment of interest and penalties as of September 30, 2024. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company’s effective income tax rate was (17.01)% and (63.82)% for the three and nine months ended September 30, 2024, respectively and 85.83% and 122.27% for the three and nine months ended September 30, 2023, respectively. The Company’s effective tax rate differed from the statutory rate of 21% primarily due to transaction costs incurred after the bright-line date and the valuation allowance on the company’s organizational costs.

The Company has identified the United States as its only major tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

While ASC 740 identifies usage of an effective annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are significant, unusual or infrequent. Computing the effective tax rate for the Company is complicated due to the potential impact of the timing of any Business Combination expenses and the actual interest income that will be recognized during the year. The Company has taken a position as to the calculation of income tax expense in a current period based on ASC 740-270-25-3 which states, “If an entity is unable to estimate a part of its ordinary income (or loss) or the related tax (benefit) but is otherwise able to make a reasonable estimate, the tax (or benefit) applicable to the item that cannot be estimated shall be reported in the interim period in which the item is reported.” The Company believes its calculation to be a reliable estimate and allows it to properly take into account the usual elements that can impact its annualized book income and its impact on the effective tax rate. As

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such, the Company is computing its taxable income (loss) and associated income tax provision based on actual results through September 30, 2024.

Excise Taxes

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2023, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury.

One June 28, 2024, the Internal Revenue Service issued final regulations with respect to the timing and payment of the Excise Tax. Pursuant to those regulations, the Company would need to file a return and remit payment for any liability incurred during the period from January 1, 2023 to December 31, 2023 on or before October 31, 2024. Additionally, the Company will need to remit payment and file a return for the liability incurred between January 1, 2024 through December 31, 2024 on or before October 31, 2025.

The Company is currently evaluating its options with respect to payment of this obligation. If the Company is unable to pay its obligation in full, it will be subject to additional interest and penalties which are currently estimated at 10% interest per annum and a 5% underpayment penalty per month or portion of a month up to 25% of the total liability for any amount that is unpaid from November 1, 2024 until paid in full.

On March 24, 2023, a special meeting was held where the Company approved the Extension Amendment, extending the date by which the Company must consummate a business combination. In connection the stockholders of record were provided the opportunity to exercise their redemption rights. Holders of 7,391,973 shares of Class A common stock exercised their right to redemption at a per share redemption price of approximately $10.29. On April 3, 2023, a total of $76,054,240 in redemption payments were made in connection with this redemption. Following the redemption, the Company recorded $760,542 of excise tax expense and excise tax payable related to the redemption. On December 20, 2023, the stockholders of record were provided the opportunity to exercise their redemption rights. Holders of 1,363,378 shares of Class A common stock exercised their right to redemption at a per share redemption price of approximately $10.72. On December 26, 2023, a total of $14,619,421 in redemption payments were made in connection with this redemption. Following the redemption, the Company recorded $146,194 of excise tax expense and excise tax payable related to the redemption.

On September 23, 2024, a special meeting was held where the Company’s stockholders approved the proposal to amend the Company’s second amended and restated certificate of incorporation to give the Company the right to extend the date by which it has to consummate a business combination from September 28, 2024 to March 28, 2025, composed of six monthly extensions after September 28, 2024, by depositing into the Trust Account for each of the six monthly extensions, $0.03 for each share of Class A Common Stock not redeemed in connection with the Extension Amendment Proposal, until March 28, 2025 in exchange for a non-interest-bearing, unsecured promissory note payable upon consummation of a business combination. Also at the Special Meeting, stockholders of record were provided the opportunity to exercise their redemption rights. Stockholders properly elected to redeem an aggregate of 1,170,280 Class A common stock at a redemption price of approximately $11.23 per share. On September 25, 2024, a total of $13,136,586 in redemption payments were made in connection with this redemption. Following the redemption, the Company recorded $131,366 of excise tax expense and excise tax payable related to the redemption. As of September 30, 2024 and December 31, 2023, the total excise tax payable was $1,038,102 and $906,736, respectively.

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Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, the Class A common stock is subject to possible redemption and is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital (to the extent available) and accumulated deficit.

At September 30, 2024, the Class A common stock subject to possible redemption reflected in the balance sheet is reconciled in the following table:


Class A common stock subject to possible redemption at December 31, 2022	$	117,146,232
Less:
Stockholder redemption of 7,391,973 shares at redemption value		(76,054,240)
Stockholder redemption of 1,363,378 shares at redemption value		(14,619,421)
Add:
Accretion of carrying value to redemption value		3,056,238
Class A common stock subject to possible redemption at December 31, 2023	$	29,528,809
Add:
Accretion of carrying value to redemption value		1,337,618
Less:
Stockholder redemption of 1,170,280 shares at redemption value		(13,136,586)
Class A common stock subject to possible redemption at September 30, 2024	$	17,729,841

Net Income Per Share Common Share

The Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Basic income (loss) per common share is computed by dividing net income (loss) applicable to common shareholders by the weighted average number of common shares outstanding during the period. Consistent with FASB 480, common shares subject to possible redemption, as well as their pro rata share of undistributed trust earnings consistent with the two-class method, have been included in the calculation of income (loss) per common share for the three and nine months ended September 30, 2024 and September 30, 2023. Such shares, if redeemed, only participate in their pro rata share of trust earnings. Diluted income (loss) per share includes the incremental number of common shares to be issued to settle warrants and rights, as calculated using the treasury method. For the three and nine months ending September 30, 2024 and September 30, 2023 the Company did not have any dilutive warrants, rights, securities or other contracts that could potentially, be exercised or converted into common shares. As a result, diluted income (loss) per common share is the same as basic income (loss) per common share for all periods presented. Potentially diluted Class B shares subject to forfeiture upon the underwriter’s non exercise of the over-allotment option were excluded from the calculation for the period up until March 30, 2022 when the underwriters exercised the over-allotment option and those 375,000 shares were no longer subject to forfeiture.

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The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except share amounts) for the three and nine months ended September 30, 2024, and September 30, 2023:


	For the Three Months Ended				For the Nine Months Ended				For the Three Months Ended				For the Nine Months Ended
	September 30, 2024				September 30, 2024				September 30, 2023				September 30, 2023
	Class A,		Class A and Class B,		Class A,		Class A and Class B,		Class A,		Class A and Class B,		Class A,		Class A and Class B,
	redeemable		Non-redeemable		redeemable		Non-redeemable		redeemable		Non-redeemable		redeemable		Non-redeemable
Basic and diluted net loss per common share
Numerator:
Allocation of net income (loss), as adjusted	$	(224,839)	$	(260,348)	$	(255,431)	$	(289,326)	$	8,697	$	6,510	$	(53,876)	$	(25,002)
Denominator:
Basic and diluted weighted average shares outstanding		2,655,606		3,075,000		2,714,751		3,075,000		4,108,027		3,075,000		6,626,172		3,075,000
Basic and diluted net income (loss) per common share	$	(0.08)	$	(0.08)	$	(0.09)	$	(0.09)	$	0.00	$	0.00	$	(0.01)	$	(0.01)

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Warrants and Rights

The Company accounts for warrants and rights as either equity-classified or liability-classified instruments based on an assessment of the warrants and rights specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants and rights are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants and rights meet all of the requirements for equity classification under ASC 815, including whether the warrants and rights are indexed to the Company’s own common shares and whether the warrant and rights holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant and rights issuance and as of each subsequent quarterly period end date while the warrants and rights are outstanding.

For issued or modified warrants and rights that meet all of the criteria for equity classification, the warrants and rights are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants and rights that do not meet all the criteria for equity classification, the warrants and rights are required to be treated as liabilities and recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants and rights are recognized as a non-cash gain or loss on the statements of operations.

The equity-linked warrants, both Public and Private warrants, and rights are considered freestanding and outside the scope of ASC 480 as they are not mandatorily redeemable, are exchanged on a fixed 1:1 ratio and do not obligate the Company to repurchase equity shares. The Company concluded that the warrants and rights are equity classified under ASC 815 as the warrants and rights are indexed in the Company’s Class A common stock.

Accounting Standards Recently Implemented

In August 2020, the FASB issued ASU No. 2020-06 Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815–40) (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU is part of the FASB’s simplification initiative, which aims to reduce unnecessary complexity in

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GAAP. The ASU’s amendments are effective for smaller reporting companies for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The Company adopted ASU 2020-06 on January 1, 2024. The adoption of ASU 2020-06 did not have a material impact on the Company’s unaudited condensed financial statements and disclosures.

Recent Accounting Pronouncements

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 requires additional quantitative and qualitative income tax disclosures to enable financial statements users to better assess how an entity’s operations and related tax risks and tax planning and operational opportunities affect its tax rate and prospects for future cash flows. For public business entities, ASU 2023-09 is effective for annual periods beginning after December 15, 2024, which will be fiscal 2025 for us. We expect the adoption to result in disclosure changes only.

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

NOTE 3. INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering and the underwriters’ exercise of the over-allotment option, the Company sold 11,500,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock, one right to receive one-tenth (1/10) of one share of Class A common stock, and one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7).

NOTE 4. PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor, insiders and EBC have purchased an aggregate of 4,550,000 Private Placement Warrants at a price of $1.00 per warrant (4,050,000 private warrants by the Sponsor and 500,000 private warrants by EBC), generating total proceeds of $4,550,000 to the Company. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share.

In connection with the underwriter’s election to exercise their over-allotment option on March 30, 2022, the Company completed the private sale of an aggregate of (i) 400,500 Private Placement Warrants to the Company’s Sponsor, at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds of $400,500, and (ii) 49,500 Private Placement Warrants to EBC, at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds of $49,500. The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

On January 21, 2021, the Company issued an aggregate of 2,875,000 shares of Class B common stock (the “Founder Shares”) to the Sponsor in exchange for cash of $25,000. The Founder Shares include an aggregate of up to 375,000 shares subject to forfeiture by the Sponsor to the extent that the underwriter’s overallotment is not exercised in full or in part, so that the Sponsor will own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering. On March 30, 2022, the underwriters exercised the over-allotment option in full.

As a result of the underwriter’s election to exercise their over-allotment option on March 30, 2022, 375,000 Founder Shares were no longer subject to forfeiture as of March 31, 2022.

The Sponsor has agreed not to, except to permitted transferees, transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) the date on which the Company completes a liquidation, merger, capital stock exchange or similar transaction that results in all of the Company’s stockholders having the right to exchange their

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shares of common stock for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 120 days after the Business Combination, the Founder Shares will be released from the lock-up.

On June 26, 2023, the Company’s board of directors unanimously consented to the conversion of the Company’s shares of Class B common stock to shares of Class A common stock on a one-for one basis. On June 26, 2023, RF Dynamic LLC, the sole holder of Class B common stock, also consented to the conversion of the Company’s Class B Common Stock to shares of Class A common stock on a one-for-one basis. On July 7, 2023, the Company instructed its transfer agent to initiate the conversion of the shares of Class B common stock to shares of Class A common stock. An aggregate of 2,875,000 shares of Class B common stock with a par value of $0.0001 per share was converted into 2,875,000 shares of Class A common stock with a par value of $0.0001.

Administrative Services Agreement

Commencing on the date of the Initial Public Offering and until completion of the Company’s initial business combination or liquidation, the Company will make a payment of a monthly fee of $10,000 to the Sponsor for office space, utilities and secretarial and administrative support provided to the Company. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three months ended September 30, 2024 and September 30, 2023, $30,000, respectively, has been incurred and unpaid. For the nine months ended September 30, 2024 and September 30, 2023, $90,000, respectively, has been incurred and unpaid.

Related Party Loans and Reimbursements

Other than the payment of customary fees the Company may elect to make to members of its board of directors for director service, no compensation of any kind, including finder’s and consulting fees, will be paid by the Company to the Sponsor or the Company’s executive officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of a Business Combination. However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. The Company’s audit committee will review on a quarterly basis all payments that were made to the Sponsor or the Company’s officers, directors or their affiliates.

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required on a non-interest basis (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay such loaned amounts. If a Business Combination does not close, the Company may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from its Trust account would be used for such repayment.

Deferred Offering Costs

GCL Global Limited has agreed to pay (i) any extension fees up to $100,000 per month on or after March 28, 2024, (ii) up to $100,000 for fees associated with the completion of the Company’s December 31, 2023 Form 10-K and March 31, 2024 Form 10-Q, and (iii) up to an additional $25,000 for the June 30, 2024 Form 10-Q. As of September 30, 2024, the aggregated costs paid by GCL Global Limited amounted to $554,980, of which $450,000 relates to extension fees to be settled upon the closing of an initial business combination.

Due to Sponsor

The Sponsor has paid expenses on behalf of the Company prior to the Company’s Initial Public Offering. This amount is not interest bearing and due on demand by the Sponsor. As of September 30, 2024, $1,504,559 was due to Sponsor, of which $300,000 relates to office space, utilities and secretarial and administrative support provided by the Sponsor and the remaining was used for working capital expenses. As of December 31, 2023, $1,392,629 was due to the Sponsor, of which $210,000 relates to office space, utilities and secretarial and administrative support provided by the Sponsor the remaining was used for working capital expenses.

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Promissory Note – Related Party

The sponsor has agreed to loan the Company up to $300,000 in the aggregate, to be used for a portion of the expenses of the Initial Public Offering. The loans will be non-interest bearing, unsecured and due at the earlier of December 31, 2023 or the closing of the Initial Public Offering. As of September 30, 2024 and December 31, 2023 the Company has not drawn down on the promissory note.

On March 13, 2023, a Director of the Company, Melvin Xeng Thou Ong agreed to loan the Sponsor an aggregate of up to $600,000 to be used for (i) extension payments in connection with the business combination, and (ii) working capital requirements (the “Director Promissory Note”). On June 24, 2023, the Director Promissory note was amended and restated to increase the principal amount of the note to $1,200,000. The Director Promissory Note bears no interest and matures on the later of: (i) December 28, 2023, or (ii) the date that the Company consummates an initial business combination. On February 17, 2024, the Director Promissory Note was amended and restated to increase the principal amount of the note to $2,000,000. The Director Promissory Note bears no interest and matures on the later of: (i) December 28, 2024, or (ii) the date that the Company consummates an initial business combination. The Company had a balance of $1,725,687 and $1,202,992 as of September 30, 2024 and December 31, 2023, respectively, outstanding on the Director Promissory Note, of which $1,125,000 was allocated to extension payments and the remainder dedicated to working capital requirements. Also on December 27, 2023, the Company deposited into the Trust Account $225,000, which amount was provided by the Sponsor from the funds granted in connection with the Director Promissory Note issued by Melvin Xeng Thou, for the initial three-month extension. This amount is reflected as a liability within the Promissory note – related party line item of the accompanying balance sheet.

On March 24, 2023, the Company and Sponsor entered into a promissory note pursuant to which the Sponsor agreed to loan the Company the principal sum of $900,000 to cover the extension payments in connection with the Revised Extension Deadline (the “Extension Promissory Note”). The promissory note was non-interest bearing and is payable on the earlier of (1) December 28, 2023, or (ii) the consummation of the Business Combination. As of September 30, 2024, the Company had not drawn on the Extension Promissory Note. Additionally, the Company and Sponsor entered into a promissory note pursuant to which the Sponsor agreed to loan the Company the principal sum of $675,000 on December 26, 2023 to cover the extension payments in connection with the updated Revised Extension Deadline (the “BC Extension Note”). The promissory note was non-interest bearing and is payable on the earlier of (1) September 28, 2024, or (ii) the consummation of the Business Combination. As of September 30, 2024, the Company had not drawn on the BC Extension Note.

In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans.

NOTE 6. COMMITMENTS & CONTINGENCIES

Registration and Stockholder Rights

The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and in each case holders of their component securities, as applicable) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company has granted the underwriter a 45-day option to purchase up to 1,500,000 additional Units to cover over-allotments, at the Initial Public Offering price less the underwriting discounts and commissions.

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On March 30, 2022, the underwriter exercised their over-allotment option to purchase an additional 1,500,000 Units at $10.00 per Unit. The total underwriting fee paid to the underwriter at the closing of the Initial Public Offering was $2,300,000.

Business Combination Marketing Agreement

On March 23, 2022, the Company engaged EBC as an advisor in connection with a Business Combination to assist the Company in holding meetings with its stockholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with a Business Combination, and assist the Company with its press releases and public filings in connection with the Business Combination. The Company will pay EBC a cash fee for such services upon the consummation of a Business Combination in an amount equal to 3.5% of the gross proceeds of Initial Public Offering.

Additionally, the Company will pay EBC a cash fee equal to 1.0% of the total consideration payable in the proposed Business Combination if it introduces the Company to the target business with which the Company completes a Business Combination; provided that the foregoing fee will not be paid prior to the date that is 90 days from the effective date of the Initial Public Offering, unless the Financial Industry Regulatory Authority (“FINRA”) determines that such payment would not be deemed underwriters’ compensation in connection with the Initial Public Offering pursuant to FINRA Rule 5110.

EarlyBirdCapital, Inc. Founder Shares (“EBC Founder Shares”)

On April 12, 2021 the Company issued to EBC and or designees an aggregate of 200,000 shares of Class A common stock at a price of $0.0001 per share for a total consideration of $20. The Company accounts for the fair value of the EBC Founder shares over consideration paid as offering cost of the Initial Public Offering, with a corresponding credit to stockholder’s equity.

The Company estimated the fair value of the EBC Founder Shares to be $519,415 and is recorded as an offering cost with a corresponding increase in stockholder’s equity. The Company established the initial fair value of the EBC Founder Shares on April 12, 2021, using a probability weighted model for the EBC Founder Shares. The EBC Founder Shares are classified as Level 3 at the measurement date due to the use of unobservable inputs including the probability of a business combination, the probability of the initial public offering, and other risk factors.

EBC (and/or its designees) has agreed not to transfer, assign or sell any such shares without the Company’s prior written consent until the completion of the Business Combination. In addition, EBC (and/or its designees) has agreed (i) to waive its redemption rights with respect to such shares in connection with the completion of the Business Combination and (ii) to waive its rights to liquidating distributions from the trust account with respect to such shares if the Company fails to complete the Business Combination within the Combination Period.

The shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the effectiveness of the registration statement pursuant to FINRA Rule 5110(g)(1). Pursuant to FINRA Rule 5110(g)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statement, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statement except to any underwriter and selected dealer participating in the offering and their bona fide officers or partners.

NOTE 7. STOCKHOLDERS’ DEFICIT

Preferred Stock - The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of September 30, 2024 and December 31, 2023, there were no shares of preferred stock issued or outstanding.

Class A Common Stock - The Company is authorized to issue 380,000,000 shares of Class A common stock with a par value of $0.0001 per share. On April 12, 2021, the Company issued to EBC and/or its designees an aggregate of 200,000 shares of Class A common stock with a par value of $0.0001 per share. As of September 30, 2024 and December 31, 2023, there was 3,075,000 shares of

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Class A common stock issued and outstanding, excluding 1,574,369 shares of Class A common stock subject to possible redemption, respectively.

Class B Common Stock - The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of the Company’s common stock are entitled to one vote for each share, except that, prior to the completion of a Business Combination, only holders of the Company’s Class B common stock have the right to vote on the election of directors. On January 21, 2021, the Company issued 2,875,000 shares of Class B common stock to the Sponsor, including an aggregate of up to 375,000 shares of Class B common stock that are subject to forfeiture, to the extent that the underwriter’s over-allotment option is not exercised in full or in part, so that the Sponsor will own 20% of the Company’s issued and outstanding common stock after the Initial Public Offering (excluding the private placement warrants and the EBC founder shares). On March 30, 2022, the underwriter exercised their over-allotment option to purchase an additional 1,500,000 Units at $10.00 per Unit. As a result, the Founder Shares were no longer subject to forfeiture.

The Class B common stock will convert into Class A common stock (i) at any time, from time to time, at the option of the holder, and (ii) automatically at the time of the initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by Public Stockholders and excluding the private placement warrants and the EBC founder shares), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any private placement warrants issued to the Sponsor, officers or directors.

Warrants - Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable 30 days after the consummation of a Business Combination. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A common stock issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

Once the warrants become exercisable, the Company may redeem the Public Warrants:

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

at any time after the warrants become exercisable,

●

upon not less than 30 days’ prior written notice of redemption to each warrant holder;

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●

if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, and recapitalizations) for any 20 trading days within a 30-trading day period commencing at any time after the warrants become exercisable and ending on the third trading day prior to the notice of redemption to warrant holders; and

●

if, and only if, there is a current registration statement in effect with respect to the shares of Class A common stock underlying such warrants.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities, for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and, in the case of any such issuance to the Sponsor, our initial stockholders or such affiliates, without taking into account any founder shares held by the Sponsor, initial stockholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company completes a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value or the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value or the Newly Issued Price.

NOTE 8. CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION

The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. The Company is authorized to issue 380,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. Accordingly, as of September 30, 2024 and December 31, 2023, 1,574,369 and 2,744,649 shares of Class A common stock, respectively, subject to possible redemption are presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet.

NOTE 9. FAIR VALUE MEASUREMENT

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

●

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

●

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The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2024 and December 31, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:


	Level	September 30, 2024		December 31, 2023
Assets:
Cash held in Trust Account	1	$	17,693,877	$	29,718,024

Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. There were no transfers between levels for the nine-month period ended September 30, 2024 and the period from January 1, 2023, through December 31, 2023.

Level 1 instruments include the Cash held in the Trust Account. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.

NOTE 10. RIGHTS

Each holder of a right will automatically receive one-tenth (1/10) of one Class A common stock upon consummation of our initial business combination, even if the holder of a Public Right redeemed all Class A common stock held by him, her or it in connection with the initial business combination. No additional consideration will be required to be paid by a holder of rights in order to receive his, her or its additional Class A common stock upon consummation of an initial business combination. The Class A common stock issuable upon exchange of the rights will be freely tradable (except to the extent held by affiliates of ours).

We will not issue fractional shares in connection with an exchange of Public Rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the Delaware General Corporations Law, and any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant Public Rights. As a result, you must hold rights in multiples of 10 in order to receive shares for all of your rights upon closing of a business combination.

If we are unable to complete an initial business combination within the Combination Period and we liquidate the funds held in the trust account, holders of Public Rights will not receive any of such funds for their Public Rights and the Public Rights will expire worthless.

NOTE 11. 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, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements, except for the following:

On October 1, 2024 and October 28, 2024, pursuant to the Fourth Amendment to Merger Agreement, GCL paid $47,231, respectively, in extension fees in connection with the Business Combination.

On October 15, 2024 the Company filed an amendment to the Extension Amendment Proposal through a Form 8-K clarifying that a non-interest-bearing, unsecured promissory note payable upon the consummation of the business combination will not be issued in exchange for the six extension payments from GCL as initially noted in the Fourth Amendment to Merger Agreement pursuant to which the parties have agreed to, among other things, extend the deadline for the parties to complete the Business Combination (as defined in the Merger Agreement) to March 28, 2025.

On October 30, 2024, the Company was informed by Nasdaq that it had not regained compliance within the allowed period with regard to the 400 total required holders for continued listing on the Nasdaq Global Market per the noticed received on April 29, 2024. Unless an appeal is made, the Company’s securities will be delisted, with trading suspended on November 8, 2024, and a Form 25-NSE filed to remove the securities from Nasdaq. The Company appealed the decision and requested a hearing to the Nasdaq Hearings Panel, pursuant to the procedures set forth in the Nasdaq Listing Rule 5800. On November 6, 2024 the Company received a letter indicating a hearing has been set for December 19, 2024 and that the delisting action has been stayed pending a final written decision by the Nasdaq Hearings Panel.

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ITEM 2. RFAC’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

References in this report (the “Quarterly Report”) to “we,” “us”, “RFAC” or the “Company” refer to RF Acquisition Corp. References to our “management” or our “Management Team” refer to our officers and directors, and references to the “Sponsor” refer to RF Dynamic LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Overview

RFAC is a blank check company incorporated on January 11, 2021 as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. RFAC intends to effectuate a business combination using cash from the proceeds of its IPO and the RFAC Private Placement Warrants, the proceeds of the sale of equity or equity-linked securities or through loans, advances or other indebtedness in connection with a business combination, shares issued to the owners of the target, debt issued to banks or other lenders or the owners of the target, or a combination of the foregoing.

RFAC expects to continue to incur significant costs in the pursuit of a business combination. RFAC cannot assure you that its plans to complete the Business Combination will be successful.

Results of Operations

RFAC’s only activities from January 11, 2021 (inception) through September 30, 2024, were those related to its formation, the preparation for its IPO and, since the closing of the IPO, the search for a prospective business combination. RFAC has neither engaged in any operations nor generated any operating revenues to date. RFAC will not generate any operating revenues until after completion of the Business Combination, at the earliest. RFAC incurred expenses as a result of being a public company (including for legal, financial reporting, accounting and auditing compliance), as well as for expenses in connection with searching for a prospective business combination.

For the three months ended September 30, 2024, RFAC had a net loss of $485,186, which is comprised of $385,833 of interest income offset by $750,495 of formation and operating expenses, $70,524 in income tax expenses and $50,000 in franchise tax expenses.

For the three months ended September 30, 2023, we had a net income of $15,207, which is comprised of $331,438 of formation and operating expenses, $488,791 interest income, $92,146 in income tax expenses, and $50,000 in franchise tax expenses.

For the nine months ended September 30, 2024, RFAC had a net loss of $544,756 which is comprised of $1,160,574 of interest income offset by $1,343,110 of formation and operating expenses, $212,220 in income tax expenses and $150,000 in franchise tax expenses.

For the nine months ended September 30, 2023, we had a net loss of $78,878, which is comprised of $1,696,605 of formation and operating expenses, $2,213,586 interest income, $433,144 in income tax expenses, $150,996 in franchise tax expenses and $11,719 of tax underpayment penalty.

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Liquidity and Going Concern

On March 28, 2022, RFAC consummated the IPO of 10,000,000 units, generating gross proceeds of $100,000,000. Simultaneously with the closing of the IPO, pursuant to the RFAC Private Placement Warrants Purchase Agreements, RFAC completed the private sale of 4,050,000 RFAC Private Placement Warrants to the Sponsor at a purchase price of $1.00 per RFAC Private Placement Warrant, and 500,000 RFAC Private Placement Warrants to EBC, generating gross proceeds to RFAC of $4,550,000.

On March 30, 2022, the underwriters fully exercised the over-allotment option and purchased an additional 1,500,000 RFAC Units, generating an aggregate of gross proceeds of $15,000,000. Simultaneously with the closing of the exercise of the over-allotment option, RFAC completed the private sale of an aggregate of (i) 400,500 RFAC Private Placement Warrants to the Sponsor, at a purchase price of $1.00 per RFAC Private Placement Warrant, generating gross proceeds of $400,500, and (ii) 49,500 RFAC Private Placement Warrants to EBC, at a purchase price of $1.00 per RFAC Private Placement Warrant, generating gross proceeds of $49,500.

Following the closing of the IPO on March 28, 2022 and the exercise of the over-allotment option on March 30, 2022, an amount of $116,150,000 from the net proceeds was placed in the Trust Account. Transaction costs amounted to $3,803,330 consisting of $2,300,000 of underwriting fees, and $1,503,330 of other costs.

On March 24, 2023, a special meeting was held where RFAC approved the amendment and restatement of its amended and restated certificate of incorporation thereby extending the date by which RFAC must consummate a business combination to December 28, 2023. In connection the stockholders of record were provided the opportunity to exercise their redemption rights. Holders of 7,391,973 shares of RFAC Class A Common Stock exercised their right to redeem at a per share redemption price of approximately $10.29.

On April 3, 2023, a total of $76,054,240 in redemption payments were made in connection therewith. Following the redemption, RFAC had a total of 4,108,027 shares of RFAC Class A Common Stock outstanding and $42,266,506 in the Trust Account. Following the redemption, RFAC recorded $760,542 of excise tax expense and excise tax payable related to the redemption.

On December 20, 2023, a special meeting was held where RFAC Stockholders approved a proposal to amend the RFAC Charter to give RFAC the right to extend the date by which it has to consummate a business combination from December 28, 2023, to September 28, 2024. In connection therewith the stockholders of record were provided the opportunity to exercise their redemption rights. Holders of 1,363,378 shares of RFAC Class A Common Stock exercised their right to redemption at a per share redemption price of approximately $10.72. On December 22, 2023, a total of $14,619,421 in redemption payments were made in connection with the redemption. On December 27, 2023, RFAC deposited into the Trust Account $225,000, which amount was provided by the Sponsor, and extended the deadline to complete the business combination from December 28, 2023 to March 28, 2024. On each of March 25, 2024, April 25, 2024, May 24, 2024, June 25, 2024, July 24, 2024, and August 23, 2024, RFAC deposited into the Trust Account $75,000, which amount was provided by the GCL, and extended the deadline to complete the business combination to August 28, 2024. On September 23, 2024, a special meeting was held where the Company’s stockholders of record approved a proposal to amend the Company’s second amended and restated certificate of incorporation to give the Company the right to extend the date by which it has to consummate a business combination from September 28, 2024 to March 28, 2025, composed of six monthly extensions after September 28, 2024, by depositing into the Trust Account for each of the six monthly extensions, $0.03 for each share of Class A Common Stock not redeemed in connection with the Extension Amendment Proposal. The Company’s stockholders were also provided the opportunity to exercise their redemption rights. Stockholders properly elected to redeem an aggregate of 1,170,280 Class A common stock at a redemption price of approximately $11.23 per share. On September 25, 2024, a total of $13,136,586 in redemption payments were made in connection with this redemption. Following the redemption, the Company had a total of 4,649,369 shares of Class A common stock outstanding.

Following the redemption, RFAC had a total of 1,574,369 shares of RFAC Class A Common Stock subject to possible redemption and $17,693,877 in the Trust Account. As a result of the redemptions, RFAC now has less liquidity and fewer round-lot holders of RFAC Public Shares, which may make it more difficult for PubCo to meet all of the Nasdaq listing requirements. Since it is a condition to closing to receive the approval for listing by Nasdaq or the NYSE of the shares of PubCo to be issued in connection with the transactions contemplated by the Merger Agreement, the reduced public float may make it more difficult for RFAC to meet all of the Nasdaq listing requirements, and to consummate the Business Combination.

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As of September 30, 2024 and December 31, 2023, RFAC had $17,693,877 and $29,718,024 cash held in the Trust Account, respectively. RFAC intends to use substantially all of the funds held in the Trust Account to complete the Business Combination. To the extent that its shares or debt is used, in whole or in part, as consideration to complete the Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the post-Business Combination entity, make other acquisitions and pursue RFAC’s growth strategies.

As of September 30, 2024 and December 31, 2023, RFAC had cash of $18,452 and $188,235 held outside of the Trust Account, respectively and had a working capital deficit of $6,658,098. RFAC intends to use the funds held outside of the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, properties, or similar locations of prospective target businesses or their representative or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete the Business Combination.

In order to finance transaction costs in connection with a business combination, the Sponsor or an affiliate of the Sponsor or certain of RFAC’s officers and directors may, but are not obligated to, loan RFAC working capital loans. If RFAC completes the Business Combination, RFAC would repay such loaned amounts. If the Business Combination does not close, RFAC may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from its Trust Account would be used for such repayment.

In connection with RFAC’s assessment of going concern considerations in accordance with the authoritative guidance in Financial Accounting Standard Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” RFAC has until March 28, 2025 (“Revised Extension Deadline”), to consummate a business combination. It is uncertain that RFAC will be able to consummate a business combination by the specified period. If a business combination is not consummated by the Revised Extension Deadline, and RFAC decides not to further extend the period of time to consummate a business combination, there will be a mandatory liquidation and subsequent dissolution. The liquidity condition and date for mandatory liquidation and subsequent dissolution raise substantial doubt about RFAC’s ability to continue as a going concern one year from the date that its financial statements are issued. RFAC’s financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should RFAC be unable to continue as a going concern.

The following table presents information about the RFAC’s cash flow activities for the nine months ended September 30, 2024 and September 30, 2023:


	For the Nine Months		For the Nine Months
	Ended September 30,		Ended September 30,
	2024		2023
Cash Flows from Operating Activities:	$	(762,543)	$	(1,252,878)
Cash Flows from Investing Activities:		13,184,721		75,972,675
Cash Flows from Financing Activities:	$	(12,591,961)	$	(74,735,490)

Operating Activities

RFAC used cash for operating activities primarily for operating purposes related to administration of RFAC’s activities.

Investing Activities

The cash provided by investing was due to withdrawals from the trust account for redemption payments.

Financing Activities

RFAC’s cash used in financing activities was due to redemption payments made in August 2024.

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Related Party Transactions

Founder Shares

On January 21, 2021, RFAC issued an aggregate of 2,875,000 Sponsor Founder Shares to the Sponsor in exchange for cash of $25,000. The Sponsor Founder Shares include an aggregate of up to 375,000 shares subject to forfeiture by the Sponsor to the extent that the underwriter’s overallotment is not exercised in full or in part, so that the Sponsor will own, on an as-converted basis, 20% of RFAC’s issued and outstanding shares after the IPO.

As a result of the underwriter’s election to exercise their over-allotment option on March 30, 2022, 375,000 Sponsor Founder Shares are no longer subject to forfeiture.

The Sponsor has agreed not to, except to permitted transferees, transfer, assign or sell any of its Sponsor Founder Shares until the earlier to occur of: (A) one year after the completion of a business combination or (B) the date on which RFAC completes a liquidation, merger, capital stock exchange or similar transaction that results in all of RFAC’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of RFAC Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 120 days after the Business Combination, the Sponsor Founder Shares will be released from the lock-up.

On June 26, 2023, RFAC’s board of directors unanimously consented to the conversion of the shares of RFAC Class B Common Stock to shares of RFAC Class A Common Stock on a one-for one basis. On June 26, 2023, RF Dynamic LLC, the sole holder of RFAC Class B Common Stock, also consented to the conversion of the shares of RFAC Class B Common Stock to shares of RFAC Class A Common Stock on a one-for-one basis. On July 7, 2023, RFAC instructed its transfer agent to initiate the conversion of the shares of RFAC Class B Common Stock to shares of RFAC Class A Common Stock. An aggregate of 2,875,000 shares of RFAC Class B Common Stock with a par value of $0.0001 per share was converted into 2,875,000 shares of RFAC Class A Common Stock with a par value of $0.0001.

Related Party Loans

The Sponsor agreed to loan RFAC an aggregate of up to $300,000 in the aggregate, to cover expenses related to the IPO pursuant to a promissory note (the “Note”). The Note is non-interest bearing and is payable on the earlier of (i) September 30, 2022, or (ii) the closing of the IPO. As of September 30, 2024, RFAC has not drawn down on the Note.

On March 13, 2023, Melvin Xeng Thou Ong agreed to loan the Sponsor an aggregate of up to $600,000 to be used for (i) extension payments in connection with the business combination, and (ii) working capital requirements (as amended, the “Director Promissory Note”). The Director Promissory Note bears no interest and matures on the earlier of: (i) December 28, 2023, or (ii) the date that RFAC consummates an initial business combination. On June 24, 2023, the Director Promissory Note was amended and restated to increase the principal amount of the note to $1,200,000. On February 17, 2024, the Director Promissory Note was amended and restated to increase the principal amount of the note to $2,000,000. The Director Promissory Note bears no interest and matures on the later of: (i) December 28, 2024, or (ii) the date that the RFAC consummates an initial business combination. RFAC had $1,725,687 and $1,202,992 as of September 30, 2024 and December 31, 2023, outstanding on the Director Promissory Note, respectively, of which $1,125,000 was allocated to extension payments and the remainder dedicated to working capital requirements.

On March 24, 2023, RFAC and Sponsor entered into a promissory note pursuant to which the Sponsor agreed to loan RFAC the principal sum of $900,000 to cover the extension payments in connection with the Revised Extension Deadline (the “Extension Promissory Note”). The promissory note was non- interest bearing and is payable on the earlier of (1) December 28, 2023, or (ii) the consummation of a business combination. As of September 30, 2024, RFAC has not drawn down on the Extension Promissory Note.

On December 26, 2023, RFAC and Sponsor entered into a promissory note (the “BC Extension Note”) pursuant to which the Sponsor agreed to loan RFAC the principal sum of $675,000 to cover the extension payments in connection with extensions from December 28, 2023, to September 28, 2024, each as approved at the special meeting of shareholders held on December 20, 2023. The promissory note was non-interest bearing and is payable on the earlier of (1) September 28, 2024, or (ii) promptly after the consummation of the business combination. As of the September 30, 2024, RFAC has not drawn down on the BC Extension Note.

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Due to Sponsor

The Sponsor has paid expenses on behalf of RFAC, the amount is not interest bearing and due on demand by the Sponsor. As of September 30, 2024 and December 31, 2023, the total amount due to Sponsor was $1,504,559 and $1,392,629, respectively.

In order to finance transaction costs in connection with a business combination, the Sponsor or an affiliate of the Sponsor or certain of RFAC’s officers and directors may, but are not obligated to, loan RFAC working capital loans. If RFAC completes a business combination, RFAC would repay such loaned amounts. If a business combination does not close, RFAC may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from its Trust Account would be used for such repayment.

Contractual Obligations

Administrative Services Agreement

Commencing on the date of the IPO and until completion of RFAC’s business combination or liquidation, RFAC will make a payment of a monthly fee of $10,000 to the Sponsor for office space, utilities and secretarial and administrative support provided to RFAC. Upon completion of a business combination or RFAC’s liquidation, RFAC will cease paying these monthly fees. For the nine months ended September 30, 2024 and September 30, 2023, RFAC recognized $90,000 in connection with such services, respectively.

Registration and Stockholder Rights

The holders of the Sponsor Founder Shares, RFAC Private Placement Warrants and any warrants that may be issued upon conversion of working capital loans (and in each case holders of their component securities, as applicable) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the IPO, requiring RFAC to register such securities for resale (in the case of the Sponsor Founder Shares, only after conversion to RFAC Class A Common Stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that RFAC register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a business combination and rights to require RFAC to register for resale such securities pursuant to Rule 415 under the Securities Act. RFAC will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriters were paid a cash underwriting discount of 2.00% of the gross proceeds of the IPO, or $2,300,000. On March 30, 2022, the underwriters fully exercised the over-allotment option and purchased an additional 1,500,000 over-allotment Units, generating an aggregate of gross proceeds of $15,000,000.

Business Combination Marketing Agreement

On March 23, 2022, RFAC engaged EBC as an advisor in connection with a business combination to assist RFAC in holding meetings with its stockholders to discuss the potential business combination and the target business’ attributes, introduce RFAC to potential investors that are interested in purchasing RFAC’s securities in connection with a business combination, assist RFAC with its press releases and public filings in connection with a business combination. RFAC will pay EBC a cash fee for such services upon the consummation of a business combination in an amount equal to 3.5% of the gross proceeds of IPO.

Additionally, RFAC will pay EBC a cash fee equal to 1.0% of the total consideration payable in the proposed business combination if it introduces RFAC to the target business with which RFAC completes a business combination; provided that the foregoing fee will not be paid prior to the date that is 90 days from the effective date of the IPO, unless the FINRA determines that such payment would not be deemed underwriters’ compensation in connection with the IPO pursuant to FINRA Rule 5110.

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EBC Founder Shares

On April 12, 2021, RFAC issued to EBC and or designees an aggregate of 200,000 shares of RFAC Class A Common Stock at a price of $0.0001 per share for a total consideration of $20. RFAC accounts for the fair value of the EBC Founder Shares over consideration paid as offering cost of the IPO, with a corresponding credit to stockholder’s equity.

RFAC estimated the fair value of the EBC Founder Shares to be $519,415 and is recorded as an offering cost with a corresponding increase in stockholder’s equity. RFAC established the initial fair value of the EBC Founder Shares on April 12, 2021, using a probability weighted model for the EBC Founder Shares. The EBC Founder Shares are classified as Level 3 at the measurement date due to the use of unobservable inputs including the probability of a business combination, the probability of the IPO, and other risk factors.

EBC (and/or its designees) has agreed not to transfer, assign or sell any such shares without RFAC’s prior written consent until the completion of the Business Combination. In addition, EBC (and/or its designees) has agreed (i) to waive its redemption rights with respect to such shares in connection with the completion of the Business Combination and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to such shares if RFAC fails to complete the Business Combination by September 28, 2024.

The shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the effectiveness of the registration statement pursuant to FINRA Rule 5110(g)(1). Pursuant to FINRA Rule 5110(g)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statement, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statement except to any underwriter and selected dealer that participated in RFAC’s IPO and their bona fide officers or partners.

Critical Accounting Estimates

This management’s discussion and analysis of RFAC’s financial condition and results of operations is based on RFAC’s financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of RFAC’s financial statements requires RFAC to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in RFAC’s financial statements. On an ongoing basis, RFAC evaluates its estimates and judgments, including those related to fair value of financial instruments and accrued expenses. RFAC bases its estimates on historical experience, known trends and events and various other factors that RFAC believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Recently Issued Accounting Standards

In August 2020, FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. RFAC is currently evaluating the impact this guidance will have on its financial statements.

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Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on RFAC’s financial statements.

JOBS Act

The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. RFAC qualifies as an “emerging growth company” under the JOBS Act and is allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. RFAC is electing to delay the adoption of new or revised accounting standards, and as a result, RFAC may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, RFAC’s financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Additionally, RFAC is in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” RFAC chooses to rely on such exemptions RFAC may not be required to, among other things, (i) provide an independent registered public accounting firm’s attestation report on RFAC’s system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the

Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the independent registered public accounting firm’s report providing additional information about the audit and the financial statements (auditor discussion and analysis), and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of RFAC’s IPO or until RFAC is no longer an “emerging growth company,” whichever is earlier.

Off-Balance Sheet Arrangements

As of September 30, 2024, RFAC did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments.

Quantitative and Qualitative Disclosures about Market Risk

The net proceeds of the IPO and the sale of the private placement warrants held in the Trust Account were initially invested in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Due to the short-term nature of these investments, RFAC believes there will be no associated material exposure to interest rate risk. However, if the interest rates of U.S. Treasury obligations become negative, RFAC may have less interest income available to us for payment of taxes, and a decline in the value of the assets held in the Trust Account could reduce the principal below the amount initially deposited in the Trust Account. In February of 2023, RFAC’s trust balance was moved to an interest-bearing bank deposit account due to receiving a slightly higher interest rate from Citibank. At September 30, 2024 and December 31, 2023, RFAC had $17,693,877 and $29,718,024 in the trust account, respectively.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such

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information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of September 30, 2024, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on their evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were not effective due to a material weakness in our internal control over financial reporting in connection with lack of controls to assure the accuracy and completeness of accrued expenses and classification and presentation of expense reimbursement accounting and excise taxes payable.

A “material weakness” is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements would not be prevented or detected on a timely basis. The material weakness relates to the lack of segregation of duties in financial reporting, as our financial reporting and all accounting functions are performed by an external consultant with no oversight by a professional with accounting expertise. We expect to be materially dependent upon a third party to provide us with accounting consulting services for the foreseeable future.

Management’s Quarterly Report on Internal Controls over Financial Reporting

This Quarterly Report on Form 10-Q does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.

Changes in Internal Control over Financial Reporting

There were no changes to our internal control over financial reporting that occurred during our fiscal quarter ended September 30, 2024, that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in (i) our final prospectus for our Initial Public Offering filed with the SEC on March 24, 2022, and (ii) our annual report on Form 10-K filed with the SEC on April 25, 2024. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in (i) our final prospectus for our Initial Public Offering filed with the SEC on March 24, 2022 or (ii) our annual report on Form 10-K filed with the SEC on April 25, 2024, except we may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On September 23, 2024, the Company held a special meeting of stockholders at which holders of 5,125,385 Class A common stock, par value $0.0001 per share, and no Class B common stock, par value $0.0001 per share, were present in person or by proxy, representing approximately 88.07% of the voting power of the 5,819,649 issued and outstanding common stock entitled to vote at the special meeting as of the close of business on August 27, 2024, which was the record date for the special meeting. In connection with the special meeting, stockholders properly elected to redeem an aggregate of 1,170,280 Class A common stock at a redemption price of approximately $11.23 per share (the “Redemption”), for an aggregate redemption amount of approximately $13,136,585.44. Following the Redemption, approximately $17,672,550.92 remained in the RFAC trust account. Additionally, at the special meeting the Company stockholders approved the proposal to amend the Company’s second amended and restated certificate of incorporation to extend the date by which the Company must consummate a business combination from September 28, 2024 to March 28, 2025.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.


Exhibit No.		Description
2.1		Fourth Amendment to Merger Agreement dated as of September 30, 2024 (as clarified on October 15, 2024) by and among RF Acquisition Corp., GCL Global Holdings Ltd, Grand Centrex Limited, GCL Global Limited and RF Dynamic LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 3, 2024).

3.1		Certificate of Amendment to Second Amended and Restated Certificate of Incorporation of RF Acquisition Corp. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 24, 2024).

10.1		Form of Convertible Note Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 18, 2024).

10.2		Form of Convertible Note (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 18, 2024).

31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*	Filed herewith.

These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

RF ACQUISITION CORP.

By:	/s/ Tse Meng Ng
Name:	Tse Meng Ng
Title:	Chief Executive Officer
Date:	November 19, 2024

By:	/s/ Han Hsiung Lim
Name:	Han Hsiung Lim
Title:	Chief Financial Officer and Chief Operating Officer
	(Principal Financial Officer and Principal Accounting Officer)
Date:	November 19, 2024

RF Acquisition Corp. 10-Q