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

Rhea-AI Filing Summary

Grid Dynamics Holdings, Inc. (NASDAQ: GDYN) filed a Form 144 indicating that insider Yury Gryzlov intends to sell 2,000 common shares through Morgan Stanley Smith Barney LLC. The shares are valued at $24,660 and are expected to be sold on 07/08/2025. Gryzlov acquired the shares as restricted stock on 03/13/2021. The company has 84,547,653 shares outstanding, so the planned sale represents only about 0.002 % of the float. During the past three months, the same insider sold an additional 4,737 shares for $59,151.34. No other financial or operational data is provided in this notice.

Insights

Securities Analyst

TL;DR: Minor Form 144; 2k-share sale is immaterial and unlikely to affect GDYN’s price.

The filing covers a proposed disposition of 2,000 shares—roughly 0.002 % of outstanding stock—with an aggregate value of just $24.7 k. Even when combined with the 4,737 shares sold over the last quarter, the total insider disposals remain negligible versus GDYN’s 84.5 M share base. Volume of this size is routine and does not signal meaningful insider sentiment or liquidity pressure. I therefore classify the market impact as neutral.

Corporate Governance Specialist

TL;DR: Routine insider trade disclosure; governance posture unchanged.

Form 144 demonstrates compliance with Rule 144’s disclosure requirements. The small transaction, executed via a major broker, suggests standard portfolio diversification rather than strategic exit. No relationship to undisclosed material information is asserted, and the representation section confirms no known adverse data. Governance risk remains low.

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 Ave., #2-01

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 ☐

In connection with that certain Facility Letter dated as of October 1, 2024, as supplemented by the Supplemental Letter dated as of March 12, 2025 between Epicsoft Asia Pte. Ltd. (the “Borrower”), a wholly-owned subsidiary of GCL Global Holdings Ltd. (the “Company” or “GCL”), and Oversea-Chinese Banking Corporation Limited (“OCBC”) for a financing of up to SGD5,000,000 (the “Facility Agreement”), the Company issued to OCBC a warrant (the “Warrant”) to purchase up to 899,281 ordinary shares of the Company (the “Warrant Shares”) at an exercise price of US$4.17 per share (the “Exercise Price”). The aggregate Exercise Price payable for the total number of Warrant Shares purchasable under the Warrant shall be US$3,750,000, and shall first be used to repay all principal, interest and other amounts outstanding under the Facility Agreement with the remainder, if any, for the Borrower’s working capital. The Warrant was issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The Company has agreed to file a registration statement for the public resale of all of the Warrant Shares as soon as reasonably practicable within six months of the date of the Warrant which is July 7, 2025.

The foregoing summary of the terms of the Warrant 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 Warrant dated July 7, 2025.

1

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 8, 2025
	GCL Global Holdings Ltd.
	By:	/s/ Sebastian Toke
	Name:	Sebastian Toke
	Title:	Group CEO

2

FAQ

How many GDYN shares are proposed for sale in the Form 144 filing?

The filing covers 2,000 common shares.

What is the dollar value of the shares to be sold by the insider?

The aggregate market value is $24,660.

When is the planned sale date for these GDYN shares?

The approximate sale date is July 8, 2025.

Who is the insider selling the shares of Grid Dynamics (GDYN)?

The seller named in the filing is Yury Gryzlov.

How many GDYN shares has this insider sold in the past three months?

A total of 4,737 shares were sold for $59,151.34 in the last three months.

Which brokerage firm is executing the proposed GDYN share sale?

The broker listed is Morgan Stanley Smith Barney LLC.