[6-K] GCL Global Holdings Ltd Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Thumzup Media Corporation (Nasdaq: TZUP) is raising up to $6.5 million through a best-efforts offering of 108,333 shares of Series C Convertible Preferred Stock at $60 per share. Each preferred share converts into 10 common shares, implying a conversion price of $6.00 versus the June 30, 2025 market close of $7.01. The Series C carries no voting rights, ranks junior to existing Series A and Series B preferred stock, and includes a 4.99% or 9.99% beneficial-ownership blocker at the holder’s election.

• Capital impact: Net proceeds of approximately $6.04 million (after 6% placement fee and expenses) will lift pro-forma cash to $9.8 million and shareholders’ equity to $8.8 million, addressing Nasdaq’s $2.5 million equity threshold.
• Use of funds: General corporate purposes, working capital, up to $1.5 million for the Quantum Reach ad-tech subsidiary, and potential expansion of the company’s Bitcoin accumulation strategy.
• Simultaneous insider transactions: CEO Robert Steele will privately sell 2.5 million common shares at $0.50 (gross $1.25 million), and Hampton Growth Resources will assign a warrant on 750,000 shares at $0.30; the company will file resale registrations within 30 days.
• Dilution: Common shares outstanding rise from 9.68 million to 10.76 million (11% increase) post-conversion, excluding 65,000 placement-agent warrant shares and other outstanding options, warrants and preferred conversions. Public resale of the 3.25 million insider shares/options could add a further ~30% overhang.
• Placement terms: Dominari Securities earns a 6% cash fee ($460k) plus five-year warrants for 65,000 common shares at $6.00. A 12-month right of first refusal and a 12-month tail apply to future financings.
• Risk profile: Auditor going-concern qualification; YTD operating cash burn of $1.26 million; 19.106 BTC held as treasury assets (collateralizing a $500k Coinbase loan) subjects liquidity to crypto volatility; material related-party transactions; emerging-growth-company reporting exemptions.

The Series C is expected to settle on 2 July 2025. There is no public market for the preferred shares or placement-agent warrants.

Insights

Securities Analyst

TL;DR – Small cash raise shores up equity but introduces notable dilution and insider overhang.

The $6.04 million net inflow increases cash six-fold and more than triples shareholder equity, safeguarding the Nasdaq listing. However, conversion plus insider resale could release ~4.3 million new shares (≈41% of current float) at prices far below market, likely pressuring valuation. Allocation of proceeds to Bitcoin revives liquidity and volatility concerns, especially with BTC collateral already pledged against a Coinbase loan. Still-negative cash flow and ongoing going-concern language temper the benefit. Overall impact: modestly negative for existing holders, modestly positive for liquidity-starved issuer.

Corporate Governance Expert

TL;DR – Deep-discount insider sales raise governance and alignment red flags.

Concurrently with the offering, the CEO is exiting 2.5 million shares at $0.50—over 90% below the market—and related parties are monetising options. Although resale registration is promised, such steep discounts question insiders’ confidence and may invite shareholder litigation. Non-voting Series C and placement-agent ROFR further concentrate control among insiders and intermediaries. Absent strong independent board oversight, the structure could erode minority-shareholder protections.

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 ☐

Close of Subsidiary’s Cash Offer for Ban Leong Technologies Limited

As previously announced, Epicsoft Asia Pte. Ltd. (the “Offeror”), an indirect wholly-owned subsidiary of GCL Global Holdings Ltd. (the “Company”), made a voluntary cash offer (the “Offer”) of S$0.6029 per share (approximately US$0.4580 per share, the “Offer Price”) to acquire all of the issued and paid-up ordinary shares in the capital of Ban Leong Technologies Limited (“Ban Leong”), excluding shares held in treasury (the “Shares”) pursuant to Rule 15 of the Singapore Code on Take-overs and Mergers (“Code”).

On July 2, 2025, the Offeror made an announcement (the “Announcement”) that the Offer has closed as of 5:30 pm (Singapore time) on July 2, 2025, and that the Offeror will proceed to compulsorily acquire the Shares not acquired under the Offer at the Offer Price, and following the compulsory acquisition, delist Ban Leong from the Singapore Stock Exchange. A copy of the Announcement is attached hereto as Exhibit 99.1, and is incorporated by reference. The foregoing description of the Offer is subject to, and qualified in its entirety, by such document.

On July 2, 2025, the Company has also issued a press release in connection with the Announcement. A copy of the press release is attached hereto as Exhibit 99.2.

Exhibits

99.1	Close of Offer Announcement made by Epicsoft Asia Pte. Ltd. in Singapore, dated July 2, 2025.
99.2	Press release issued by GCL Global Holdings Ltd., dated July 2, 2025.

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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 2, 2025
	GCL Global Holdings Ltd.
	By:	/s/ Sebastian Toke
	Name:	Sebastian Toke
	Title:	Group CEO

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