CAREY OLSEN: Carey Olsen advises GCL Global Limited on US$1.2 billion merger with RF Acquisition Corp.

Press Release from Carey Olsen, Thursday 20 February, 2025.

Carey Olsen’s corporate team in Singapore has acted as Cayman legal counsel to GCL Global Limited (“GCL”), one of Asia’s leading video game distributers and publishers, on its US$1.2 billion business combination agreement with publicly traded special purpose acquisition company RF Acquisition Corp.

As a result of this merger, both companies have become wholly-owned subsidiaries of GCL Global Holdings Ltd. On 14 February 2025, the combined company’s ordinary shares began trading on the Nasdaq Global Select Market under the ticker symbol ‘GCL’ and its warrants on the Nasdaq Capital Market under ‘GCLWW’.

GCL intends to use proceeds from the business combination to accelerate its game publishing and IP management business, increase its access to U.S. public equity markets, and extend its marketing reach with AAA/AA PC game titles.

The Carey Olsen team advising GCL on all Cayman aspects of the transaction was led by counsel Susan McKinstray and partner Anthony McKenzie, and included counsel Maggie Yan, with Loeb & Loeb LLP acting as US counsel. .

Counsel Susan McKinstray commented: “It is gratifying to have played in a key part in this business combination agreement, which has enabled GCL to reach a significant milestone as the only full-suite gaming group in Asia. We look forward to observing GCL’s future growth as it extends its success within the Asian gaming space to a global audience.”

Partner Anthony McKenzie added: “We are pleased to have advised GCL on this transaction, a landmark achievement which will open up new opportunities for investment, game development, and expansion into U.S. and European markets. This deal has showcased the ability of our team in Singapore to act for major players in the Asian entertainment industry on high-profile international transactions.”