GCL Secures USD $2.9 Million Senior Unsecured Convertible Note Financing

Rhea-AI Summary

GCL Global Holdings (NASDAQ: GCL) has secured a convertible note financing agreement with ATW Partners, featuring an initial $2.9 million senior unsecured convertible note at a purchase price of $2.61 million. The agreement includes a potential facility of up to $45.5 million, with additional notes worth up to $42.6 million available subject to certain conditions.

The notes come with a three-year term and carry a 6% annual interest rate, payable monthly either in cash or company shares. The funds will be allocated for general corporate and working capital purposes, with CEO Sebastian Toke highlighting the financing as a vote of confidence in GCL's strategy and its potential to accelerate growth initiatives and gaming innovations.

Positive

• Secured up to $45.5 million in potential financing facility
• Initial $2.9 million funding secured at closing
• Flexible interest payment options (cash or shares)
• Capital available for growth initiatives and gaming innovations

Negative

• 6% annual interest rate adds to debt servicing costs
• Potential dilution if interest is paid in shares
• Initial note issued at a discount ($2.61M for $2.9M note)

SINGAPORE, May 22, 2025 (GLOBE NEWSWIRE) -- GCL Global Holdings Ltd (NASDAQ: GCL) (“GCL” or the “Company”), a leading provider of games and entertainment, today announced that it has entered into a securities purchase agreement (the “SPA”) with ATW Partners (the “Investor”) for the issuance of senior unsecured convertible notes, through a facility of up to $45.5 million.

Pursuant to the SPA, the Company will issue an initial note in the aggregate original principal amount of $2,900,000, at a purchase price of $2,610,000. GCL has the right to require the Investor to purchase additional notes in the aggregate original principal amount of up to $42,600,000, at a purchase price of $38,340,000 under the facility, subject to satisfaction of certain conditions specified in the SPA. The Notes will have a three-year term and bear interest at 6% per annum, payable monthly, at GCL’s option, in cash or, provided that certain conditions are met, in GCL’s ordinary shares. The proceeds shall be used for general corporate and working capital purposes.

“Securing this financing is a strong vote of confidence in GCL’s strategy and future,” said Sebastian Toke, Group CEO of GCL. “This financing will provide us the capital to accelerate our strategic growth initiatives and invest in additional gaming innovations. Importantly, it will allow us to scale our operations without compromising our long-term financial health.”

About GCL Global Holdings Ltd

GCL Global Holdings Ltd. unites people through immersive games and entertainment experiences, enabling creators to deliver engaging content and fun gameplay experiences to gaming communities worldwide with a strategic focus on the rapidly expanding Asian gaming market.

Drawing on a deep understanding of gaming trends and market dynamics, GCL Group leverages its diverse portfolio of digital and physical content to bridge cultures and audiences by introducing Asian-developed IP to a global audience across consoles, PCs, and streaming platforms.

Learn more at http://www.gclglobalholdings.com.

Forward-Looking Statements

This press release includes “forward-looking statements” made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995, and may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements may also include, but are not limited to, statements regarding projections, estimates and forecasts of revenue and other financial and performance metrics, projections of market opportunity and expectations, the estimated implied enterprise value of the Company, GCL’s ability to scale and grow its business, the advantages and expected growth of the Company, and the Company’s ability to source and retain talent. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of GCL’s management and are not predictions of actual performance.

These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance, or achievements to be materially different from those expressed or implied by these forward-looking statements. Although GCL believes that it has a reasonable basis for each forward-looking statement contained in this press release, GCL cautions you that these statements are based on a combination of facts and factors currently known and projections of the future, which are inherently uncertain. In addition, there are risks and uncertainties described in the proxy statement/prospectus included in the Registration Statement relating to the recent business combination, filed by the Company with the SEC on December 31, 2024 and other documents which will be filed by the Company from time to time with the SEC. These filings may identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. GCL cannot assure you that the forward-looking statements in this press release will prove to be accurate. There may be additional risks that GCL presently knows or that GCL currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In light of the significant uncertainties in these forward-looking statements, nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. The forward-looking statements in this press release represent the views of GCL as of the date of this press release. Subsequent events and developments may cause those views to change. However, while GCL may update these forward-looking statements in the future, there is no current intention to do so, except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing the views of GCL as of any date subsequent to the date of this press release. Except as may be required by law, GCL does not undertake any duty to update these forward-looking statements.

GCL Investor Relations:

Crocker Coulson
crocker.coulson@aummedia.org
(646) 652-7185

FAQ

What is the size of GCL's convertible note financing agreement?

GCL secured an initial $2.9 million convertible note with a potential total facility of up to $45.5 million from ATW Partners.

What are the terms of GCL's convertible notes?

The notes have a three-year term with 6% annual interest, payable monthly in either cash or company shares, subject to certain conditions.

How will GCL use the proceeds from the convertible note financing?

The proceeds will be used for general corporate and working capital purposes, including strategic growth initiatives and gaming innovations.

What is the purchase price of GCL's initial convertible note?

The initial $2.9 million note was purchased at a price of $2.61 million.

Who is the investor in GCL's convertible note financing?

ATW Partners is the investor in GCL's convertible note financing agreement.