Grand Centrex Limited agreed to acquire RF Acquisition Corp. (NasdaqGM:RFAC) from RF Dynamic LLC, EarlyBirdCapital, Inc. and others in pre transaction value of $1.2 billion in reverse merger transaction on October 18, 2023. Upon closing, the combined company (the ?Combined Company?) is expected to be listed on Nasdaq under the reserved ticker symbol ?GCL.? The Combined Company will continue to be led by Jacky See Wee Choo, Group Chairman of GCL, Sebastian Toke, Group CEO of GCL, and other key executive leadership members. GCL?s shareholders will retain a majority of the Combined Company's outstanding shares, and GCL will designate a majority of director nominees for the Combined Company?s board. RF Acquisition and GCL have agreed to work together to pursue commitments for a private placement of equity (the "PIPE Financing"), debt, or other alternative financings of up to $20 million. GCL's existing shareholders will roll over 100% of the equity and retain a majority of the Combined Company's outstanding shares, while GCL will also designate a majority of the Combined Company's board of directors. The transaction is subject to (i) receipt of the stockholders? Approval, (ii) obtaining all Regulatory Approvals; (iii) the satisfaction of customary closing conditions and (iv) the approval for listing of the PubCo Shares to be issued in connection with the transaction. The transaction has been approved by the Board of Directors of GCL and RF Acquisition, and its closing is expected to be in the second quarter of 2024. On December 1, 2023, the parties to the Merger Agreement entered into that certain First Amendment to Merger Agreement pursuant to which the parties agreed to amend certain defined terms, including but not limited to the definition of ?Restructuring?, included in the Merger Agreement. As of December 18, 2023, RF Acquisition and Grand Centrex entered into that certain Second Amendment to Merger Agreement pursuant to which the parties agreed to extend the deadline for the Company to complete the Restructuring and to deliver the Audited Company Financials in each case, until January 31, 2024, to permit the Company?s incurrence of bank financing for the purpose of making acquisitions during the Interim Period and to permit the Company to make acquisitions during the Interim Period.

Loeb & Loeb is serving as GCL's US counsel. Mike Blankenship, Simon Luk and Dean Hinderliter of Winston & Strawn LLP are serving as counsels to RF Acquisition. Icon Law is serving as GCL's Singapore counsel. Early Bird Capital Inc. is serving as a financial advisor to RF Acquisition. AMGM is serving as an advisor to GCL.