RFAC SEC filings, in plain English
Everything RF Acquisition Corp. has filed with the SEC that we hold — 40 filings, newest first, 2 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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live EDGAR captureNew filings appear here within minutes of hitting EDGAR; summaries follow once the pipeline has read them.
- What changed vs 2024-04-25trust $117.7M → $29.7M -75%deadline 2024-09-28 → 2025-03-28
trust account, combination deadline, going-concern doubt +22 moved · 3 with no prior record of ours
- Trust account
- $117.7M$29.7M
- Combination deadline
- 2024-09-282025-03-28
- Going-concern doubt
- stated · unchanged
- Mandate language
- the Company intends to focus its search for a Business Combi… · unchanged
- Redeemable shares
- 2.74M · unchanged
SpacBrain reads this as $88,006,452 left the trust between the two filings.
The clause …“costs. As of December 31, 2024 and December 31, 2023, we had $18,084,445 and $29,718,024 investments held in the Trust Account, respectively. We intend to use substantially all of the funds held in the Trust Account to complete our”…
SpacBrain reads this as 181 days later than the previous record.
The clause …“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”…
The clause …“accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability continue as a “going concern.” The financial statements have been prepared assuming that the Company will continue as a”…
The clause …“were redeemed and $14,619,421 in redemption payments made, leaving a total of 2,744,649 shares of Class A common stock subject to possible redemption outstanding and $29,430,708 in the Trust Account after redemptions. On September 23,”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: RF Acquisition Corp. filed a definitive merger proxy and prospectus covering up to 127,799,369 ordinary shares and 16,500,000 warrants of GCL Global Holdings Ltd, under a merger agreement dated October 18, 2023 and amended four times, on December 1, 2023, December 15, 2023, January 31, 2024 and September 30, 2024. Each RFAC Unit comprises one Class A share, one right to acquire one-tenth of a share, and one redeemable warrant exercisable at $11.50 under a warrant agreement dated March 23, 2022 with Continental. A closing condition requires an amount of not less than $20,000,000. Why it matters: Four amendments across eleven months is the clearest signal a transaction is struggling - each one typically resets economics or conditions in the target's favour. A prospectus for 127.8 million shares against a SPAC whose trust supports far fewer means public holders end with a small fraction of GCL Global. The $20,000,000 minimum condition is what redemption levels must not breach, so heavy redemptions could kill the deal outright.
- What changed vs 2024-08-23trust $30.6M → $29.7M -3%deadline 2024-09-28 → 2025-03-28shares 2.74M → 1.57M -43%
trust account, combination deadline, redeemable shares +23 moved · 2 with no prior record of ours
- Trust account
- $30.6M$29.7M
- Combination deadline
- 2024-09-282025-03-28
- Redeemable shares
- 2.74M1.57M
- Going-concern doubt
- stated · unchanged
- Mandate language
- the Company intends to focus its search for an initial busin… · unchanged
SpacBrain reads this as $925,205 left the trust between the two filings.
The clause …“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”…
SpacBrain reads this as 181 days later than the previous record.
The clause …“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”…
SpacBrain reads this as 1,170,280 shares are no longer redeemable.
The clause “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”…
The clause …“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”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: RF Acquisition Corp. called a special meeting for 11:00 a.m. Eastern Time on September 23, 2024 held virtually, to allow the Sponsor to extend the Termination Date from September 28, 2024 to March 28, 2025 through six monthly extensions. For each extension the Sponsor deposits $0.03 per public share not redeemed into the trust in exchange for non-interest bearing, unsecured promissory notes which expressly provide that the Sponsor will not be repaid if the company fails to close a business combination. Why it matters: Sponsor notes that are forfeited if no deal closes are genuinely aligned with public holders - the sponsor loses its contributions rather than recovering them from a liquidating trust, which is the opposite of the usual repayable-loan structure. Three cents a month per share accretes the trust modestly. A merger agreement amended three times in fourteen months, and a fourth amendment to follow in September 2024, is the offsetting risk.
What changed vs 2023-12-08trust $44.1M → $31.0M -30%deadline 2024-09-28 → 2025-03-28trust account, combination deadline2 moved
- Trust account
- $44.1M$31.0M
- Combination deadline
- 2024-09-282025-03-28
SpacBrain reads this as $13,028,527 left the trust between the two filings.
The clause …“there are funds available outside the Trust Account to do so. Approximately $31,045,954.72 was held in the Trust Account as of the Record Date. The mailing address of the Company’s principal executive office is 111 Somerset, #05-06,”…
SpacBrain reads this as 181 days later than the previous record.
The clause …“a Business Combination by up to six (6) months, from September 28, 2024 to March 28, 2025, composed of six (6) monthly Extensions, and, in connection with each Extension, the Sponsor will deposit into the Trust Account $0.03 for each”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
- What changed vs 2024-06-26trust $30.2M → $30.6M +2%
trust account, combination deadline, going-concern doubt +21 moved · 4 with no prior record of ours
- Trust account
- $30.2M$30.6M
- Combination deadline
- 2024-09-28 · unchanged
- Going-concern doubt
- stated · unchanged
- Mandate language
- the Company intends to focus its search for an initial busin… · unchanged
- Redeemable shares
- 2.74M · unchanged
SpacBrain reads this as $465,657 was added to the trust between the two filings.
The clause …“tax receivable 7,839 — Total Current Assets 168,688 246,202 Cash held in Trust Account 30,643,229 29,718,024 TOTAL ASSETS $ 30,811,917 $ 29,964,226 LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ DEFICIT ”…
The clause …“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”…
The clause …“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”…
The clause “5,115,739 Commitments and Contingencies (Note 6) Class A common stocks, 2,744,649 shares subject to possible redemption at June 30, 2024 and December 31, 2023, respectively 30,451,118 29,528,809 Stockholders’ Deficit ”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
- What changed vs 2023-11-14trust $117.7M → $30.2M -74%deadline 2024-12-28 → 2024-09-28shares 4.11M → 2.74M -33%
trust account, combination deadline, redeemable shares +23 moved · 2 with no prior record of ours
- Trust account
- $117.7M$30.2M
- Combination deadline
- 2024-12-282024-09-28
- Redeemable shares
- 4.11M2.74M
- Going-concern doubt
- stated · unchanged
- Mandate language
- the Company intends to focus its search for an initial busin… · unchanged
SpacBrain reads this as $87,546,904 left the trust between the two filings.
The clause …“- current 71,197 57,967 Total Current Assets 232,192 246,202 Cash held in Trust Account 30,177,572 29,718,024 TOTAL ASSETS $ 30,409,764 $ 29,964,226 LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ DEFICIT ”…
SpacBrain reads this as 91 days earlier than the previous record.
The clause “However, the Company must file the registration statement for its contemplated Business Combination Agreement by September 28, 2024, or it will not be eligible to receive the remainder of its extension period until October 28, 2024. In”…
SpacBrain reads this as 1,363,378 shares are no longer redeemable.
The clause “5,115,739 Commitments and Contingencies (Note 6) Class A common stocks, 2,744,649 shares subject to possible redemption at March 31, 2024 and December 31, 2023, respectively 29,906,903 29,528,809 Stockholders’ Deficit ”…
The clause …“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”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.