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 |
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Warrant dated July 7, 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 8, 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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