ATW-affiliated investors disclosed a passive 9.9% stake in GCL Global Holdings, Ltd. The filing reports that ATW Interactive Ventures, LLC and related entities and individuals collectively hold or can acquire 13,539,366 ordinary shares of GCL, representing 9.9% of the class on a converted basis.
The holding is partly through convertible debenture subject to a conversion blocker that prevents conversion to the extent it would push ownership above 9.99%. The percent calculation references the issuer's Form F-1/A stating 122,572,978 shares outstanding. The filing is submitted on a Schedule 13G basis and certifies the position is not held to change or influence control of the issuer.
Positive
Clear disclosure of aggregate position: 13,539,366 shares (9.9%)
Passive filing on Schedule 13G with Item 10 certification that position is not to influence control
TL;DR: ATW group reports a passive 9.9% stake in GCL via holdings and convertible debt constrained by a 9.99% blocker.
The Schedule 13G indicates a significant minority position—13,539,366 shares or 9.9%—held by ATW Interactive Ventures and affiliated entities, reported on a passive basis rather than an active 13D. The presence of convertible debenture exposure subject to a blocker is material to ownership calculations because it limits immediate conversion-based dilution above 9.99%. This filing signals a meaningful economic stake without an asserted intent to influence control, which investors should treat as a passive strategic investment rather than an activist approach.
TL;DR: Disclosure is thorough; the blocker and joint filing clarify voting/dispositive sharing and disclaimers of control.
The document clearly allocates shared voting and dispositive power among the reporting persons while disclaiming beneficial ownership beyond pecuniary interest. The joint filing, signatures from control persons, and Item 10 certification strengthen the passive-investor characterization. From a governance perspective, a sub-10% passive position typically does not trigger control concerns but is large enough to merit monitoring for future filings if conversion conditions change.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
GCL Global Holdings, Ltd
(Name of Issuer)
Ordinary Shares, $0.0001 par value per share
(Title of Class of Securities)
G3777K103
(CUSIP Number)
09/09/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
G3777K103
1
Names of Reporting Persons
ATW Interactive Ventures, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
13,539,366.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
13,539,366.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
13,539,366.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Please see note in Item 4(a).
SCHEDULE 13G
CUSIP No.
G3777K103
1
Names of Reporting Persons
ATW Master Fund V LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
13,539,366.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
13,539,366.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
13,539,366.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: Please see note in Item 4(a).
SCHEDULE 13G
CUSIP No.
G3777K103
1
Names of Reporting Persons
ATW Partners Opportunities Management, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
13,539,366.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
13,539,366.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
13,539,366.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
IA, OO
Comment for Type of Reporting Person: Please see note in Item 4(a).
SCHEDULE 13G
CUSIP No.
G3777K103
1
Names of Reporting Persons
Kerry Propper
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
13,539,366.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
13,539,366.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
13,539,366.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: Please see note in Item 4(a).
SCHEDULE 13G
CUSIP No.
G3777K103
1
Names of Reporting Persons
Antonio Ruiz-Gimenez
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
SPAIN
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
13,539,366.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
13,539,366.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
13,539,366.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: Please see note in Item 4(a).
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
GCL Global Holdings, Ltd
(b)
Address of issuer's principal executive offices:
29 Tai Seng Avenue #02-01
Singapore, U0 534119
Item 2.
(a)
Name of person filing:
ATW Interactive Ventures, LLC*
ATW Master Fund V LP*
ATW Partners Opportunities Management, LLC*
Kerry Propper*
Antonio Ruiz-Gimenez*
(b)
Address or principal business office or, if none, residence:
1 Pennsylvania Plaza, Suite 4810
New York, New York 10119
(c)
Citizenship:
ATW Interactive Ventures, LLC - Delaware
ATW Master Fund V LP - Delaware
ATW Partners Opportunities Management, LLC - Delaware
Kerry Propper - United States
Antonio Ruiz-Gimenez - Spain
(d)
Title of class of securities:
Ordinary Shares, $0.0001 par value per share
(e)
CUSIP No.:
G3777K103
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
ATW Interactive Ventures, LLC - 13,539,366*
ATW Master Fund V LP - 13,539,366*
ATW Partners Opportunities Management, LLC - 13,539,366*
Kerry Propper - 13,539,366*
Antonio Ruiz-Gimenez - 13,539,366*
*The Ordinary Shares (the "Shares") of GCL Global Holdings, Ltd (the "Issuer") reported herein represents Shares held directly by ATW Interactive Ventures, LLC (the "Holding Company") and/or the approximate amount of Shares the Holding Company can acquire through the exercise of convertible debenture. The Holding Company is wholly owned by the private fund, ATW Master Fund V LP (the "Fund"). ATW Partners Opportunities Management, LLC (the "Adviser") serves as the investment manager to the Fund. Antonio Ruiz-Gimenez and Kerry Propper are the control persons of the Adviser (the "Control Persons", and collectively with the Holding Company, Fund, and Adviser, the "Reporting Persons"). By virtue of these relationships, the Reporting Persons may be deemed to have shared voting and dispositive power with respect to the Shares owned directly by the Holding Company.
As of the date which required this filing, the Holding Company held convertible debt which is subject to a blocker which prevents the Holding Company from converting into Shares to the extent that, upon such conversion, the Holding Company, together with its affiliates, would beneficially own in excess of 9.99% of the Shares outstanding as a result of such conversion (the "Blocker").
As such, the percent of class reported herein is giving effect to the Blocker and is based upon a statement in the Issuer's Form F-1/A filed on September 5, 2025 that there were 122,572,978 Shares outstanding plus the approximate total number of Shares that the Reporting Persons have acquired and/or can acquire upon the conversion of convertible debenture subject to the Blocker in accordance with Rule 13d-3(d)(1)(i) under the Act.
This report shall not be deemed an admission that the Reporting Persons are beneficial owners of the Shares for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the Reporting Persons disclaims beneficial ownership of the Shares reported herein except to the extent of the Reporting Persons pecuniary interest, if any, therein.
(b)
Percent of class:
ATW Interactive Ventures, LLC - 9.9%
ATW Master Fund V LP - 9.9%
ATW Partners Opportunities Management, LLC - 9.9%
Kerry Propper - 9.9%
Antonio Ruiz-Gimenez - 9.9%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
ATW Interactive Ventures, LLC - 0
ATW Master Fund V LP - 0
ATW Partners Opportunities Management, LLC - 0
Kerry Propper - 0
Antonio Ruiz-Gimenez - 0
(ii) Shared power to vote or to direct the vote:
ATW Interactive Ventures, LLC - 13,539,366*
ATW Master Fund V LP - 13,539,366*
ATW Partners Opportunities Management, LLC - 13,539,366*
Kerry Propper - 13,539,366*
Antonio Ruiz-Gimenez - 13,539,366*
(iii) Sole power to dispose or to direct the disposition of:
ATW Interactive Ventures, LLC - 0
ATW Master Fund V LP - 0
ATW Partners Opportunities Management, LLC - 0
Kerry Propper - 0
Antonio Ruiz-Gimenez - 0
(iv) Shared power to dispose or to direct the disposition of:
ATW Interactive Ventures, LLC - 13,539,366*
ATW Master Fund V LP - 13,539,366*
ATW Partners Opportunities Management, LLC - 13,539,366*
Kerry Propper - 13,539,366*
Antonio Ruiz-Gimenez - 13,539,366*
Item 5.
Ownership of 5 Percent or Less of a Class.
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
ATW Interactive Ventures, LLC
Signature:
/s/ Kerry Propper
Name/Title:
Kerry Propper, a Managing Member of its Manager
Date:
09/15/2025
ATW Master Fund V LP
Signature:
/s/ Kerry Propper
Name/Title:
Kerry Propper, a Managing Member of the General Partner
How many GCL shares does the ATW group report owning?
The filing reports 13,539,366 shares, representing 9.9% of GCL's class on the stated basis.
Does the Schedule 13G indicate ATW intends to influence control of GCL (GCL)?
No. The filing is submitted on a Schedule 13G basis and includes a certification stating the securities were not acquired to change or influence control.
What is the conversion blocker mentioned in the filing?
The Holding Company holds convertible debt subject to a blocker that prevents conversion if conversion would cause beneficial ownership to exceed 9.99%.
What share count was used to calculate the 9.9% figure?
The percent is based on the issuer's Form F-1/A stating 122,572,978 shares outstanding plus the approximate convertible shares subject to the blocker.
Who are the reporting persons named in the filing?
Reporting persons are ATW Interactive Ventures, LLC, ATW Master Fund V LP, ATW Partners Opportunities Management, LLC, and individuals Kerry Propper and Antonio Ruiz-Gimenez.
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