UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Form 6-K
REPORT OF FOREIGN
PRIVATE ISSUER
PURSUANT TO RULE
13a-16 OR 15d-16
UNDER THE SECURITIES
EXCHANGE ACT OF 1934
For the month
of July 2025
Commission File
Number: 001-42523
GCL Global Holdings
Ltd
(Exact Name of Registrant as Specified in its Charter)
29 Tai Seng Avenue, #02-01
Singapore 534119
(Address of Principal Executive Offices and Zip
Code)
Registrant’s telephone number, including
area code: +65 80427330
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒
Form 40-F ☐
As
previously announced, GCL Global Holdings Ltd (the “Company” or “GCL”) issued to Oversea-Chinese Banking Corporation
Limited (the “Holder”) certain Warrant to Purchase Ordinary Shares of GCL Global Holdings Ltd dated as of July 7, 2025 (the
“Warrant”), in connection with that certain Facility Letter dated as of October 1, 2024, as supplemented by those certain
Supplemental Letters dated as of March 12, 2025 and July 7, 2025, between the Holder and Epicsoft Asia Pte. Ltd. (the “Borrower”)
which is a wholly-owned subsidiary of the Company for a financing of up to SGD5,000,000 (together, the “Facility Agreement”).
On July 29, 2025, the Company and the Holder entered into Amendment No. 1 to the Warrant (the “Amendment”) to clarify their
commercial understanding that none of the terms of the Warrant shall have any legal effect on the Borrower and/or the Company unless and
until the entire SGD 5,000,000 has been disbursed to the Borrower by the Holder under the Facility Agreement; and that the Holder will
have no claims for penalties, damages and legal remedies of any kind against either the Company or the Borrower for non-performance of
any obligations under the Warrant. The Amendment also provides that, among other things, until the full amount of SGD5,000,000 is disbursed
by the Holder to the Borrower pursuant to the Facility Agreement, (i) the Warrant shall not be capable of exercise of any kind, and shall
remain un-exercisable; and (ii) the Holder will have no rights to Piggyback Registration (as defined in the Warrant). Under the Amendment,
the Company will have six months from the date the full amount of SGD5,000,000 is disbursed to file a registration statement for the public
resale of all of the Warrant Shares (as defined in the Warrant).
The
foregoing summary of the terms of the Amendment is subject to, and qualified in its entirety, by such document, a copy of which is being
filed as Exhibit 4.1 to this Form 6-K.
Exhibits
| 4.1 |
Amendment No. 1 to Warrant dated July 29, 2025. |
SIGNATURE
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, hereunto duly authorized.
| Dated: July 29, 2025 |
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GCL Global Holdings Ltd |
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By: |
/s/ Sebastian Toke |
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Name: |
Sebastian Toke |
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Title: |
Group CEO |
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