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 April 2026
Commission File Number: 001-42523
GCL Global Holdings Ltd
(Exact Name of Registrant as Specified in its Charter)
29 Tai Seng Ave., #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 disclosed, GCL Global Holdings Ltd. (“GCL” or the “Company”) entered into a Securities Purchase Agreement
(the “SPA”) dated May 21, 2025 with an accredited investor (the “Buyer”, and together with the Company, the “Parties”).
Pursuant to the SPA, the Company issued and sold to the Buyer original issue discount senior convertible notes in the aggregate original
principal amount of $5,430,000 (the “Notes”) which are convertible into ordinary shares of the Company (the “Shares”).
To date, the Buyer has converted some of the principal and accrued interests of the Notes into an aggregate of 2,645,024 Shares.
In
April 2026, the Company redeemed, in part, the then-outstanding Notes for approximately $3.18 million pursuant to the terms of the Notes.
The Parties also entered into that certain Amendment, Waiver and Exchange Agreement (the “Exchange Agreement”), pursuant to
which, the remaining balance of the Notes was exchanged for a warrant to purchase 1,125,000 Shares at an initial exercise price of $8.00
per share, subject to full-ratchet anti-dilution adjustments and other price protections (the “Warrant”) in reliance on the
exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”).
The Parties have also agreed to, among other things, waive any right to consummate any Additional Closing or cause the Company to issue
Additional Notes, pursuant to the terms of the SPA.
The
foregoing descriptions of the Exchange Agreement and the Warrant do not purport to be complete and are qualified in their entireties by,
the full text of the Exchange Agreement and the Warrant, which are filed herewith as Exhibit 4.1 and 10.1, respectively, to this Current
Report on Form 6-K (the “Report”), and is incorporated herein by reference.
On
April 29, 2026, the Company issued a press release relating to entry into a Memorandum of Understanding for global publishing rights of
an upcoming game. A copy of the press release is being furnished as Exhibit 99.1 hereto.
Exhibits
| 4.1 |
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Form of Warrant |
| 10.1 |
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Form of Amendment, Waiver and Exchange Agreement |
| 99.1 |
|
Press release dated April 29, 2026
|
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: April 29, 2026 |
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GCL Global Holdings Ltd. |
| |
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By: |
/s/ Sebastian Toke |
| |
Name: |
Sebastian Toke |
| |
Title: |
Group CEO |
Exhibit 99.1
GCL’s 4Divinity Enters into MOU with
Chengdu Cangmo for Global Publishing Rights of Wuxia Action-RPG ‘A Whisper of Fall: Jinyiwei’
SINGAPORE - April 29, 2026 — GCL
Global Holdings Ltd (Nasdaq: GCL) (GCL” or the “Company”), a leading provider of games and entertainment, today
announced that its publishing subsidiary, 4Divinity Pte. Ltd. (“4Divinity”), has entered into a Memorandum of Understanding
(the “MOU”) with Chengdu Cangmo Information Technology Co., Ltd. (“Chengdu Cangmo”), the developer of the upcoming
action-stealth role-playing game (“RPG”) “A Whisper of Fall: Jinyiwei.” The MOU sets forth the principal terms
of a proposed worldwide publishing arrangement and contemplates the execution of a definitive publishing agreement between the parties.
Subject to the execution of such definitive agreement and satisfaction of customary conditions, 4Divinity is expected to serve as the
worldwide publisher for the title across PC, console, and mobile platforms.
The partnership will bring together 4Divinity’s
global publishing, marketing, and distribution infrastructure with Chengdu Cangmo’s development expertise in cinematic, narrative-driven
action experiences. The parties intend to jointly steward the title’s launch campaign, localization, and long-term live operations across
international markets, subject to definitive agreement between the parties.
About “A Whisper of Fall: Jinyiwei”
The game is a single-player action-stealth RPG
set in the Ming Dynasty era, with Jinyiwei, also known as the Embroidered Uniform Guard, referring to the imperial secret police, intelligence
agency, and elite bodyguards loyal to the dynasty. Players will step into the role of a Jinyiwei, caught in a web of court conspiracies
and betrayal. The game combines visceral martial-arts combat, stealth infiltration, and rooftop traversal with sandbox-style levels that
reward investigation and deduction.
“A Whisper of Fall: Jinyiwei” is Chengdu
Cangmo’s debut title which has been in active development since 2022. It was selected as a PlayStation China Hero Project, a Sony
Interactive Entertainment’s initiative for Chinese developers.
“Chengdu Cangmo has emerged as one of the
most compelling new voices in Chinese AA game development, and ‘A Whisper of Fall: Jinyiwei’ exemplifies the kind of ambitious,
culturally distinctive IP we aim to elevate on a global stage,” said Sebastian Toke, Group CEO of GCL. “4Divinity’s
investment reflects our strategic commitment to identifying and scaling high-potential studios, and we are proud to support a team with
both creative talent and long-term franchise value.”
“We have dedicated several years to developing
a game that captures the depth, atmosphere, and moral complexity of the late Ming era,” said Liu Qiwei, founder of Chengdu Cangmo.
“With 4Divinity’s support, we can remain focused on delivering a deeply immersive and authentic experience, while benefiting
from the operational expertise and global infrastructure needed to bring to life the artistic vision that has guided this project from
its inception.”
“A Whisper of Fall: Jinyiwei” is currently
scheduled to launch on PlayStation 5 and PC in 2027.
About GCL Global Holdings
GCL Global Holdings Ltd. (“GCL”) is a holding company incorporated
in the Cayman Islands (GCL together with its subsidiaries, the “GCL Group”). Through its operating subsidiaries, GCL Group
unites people through its ecosystem of content and hardware in games and entertainment, enabling creators to deliver engaging experiences
to gaming communities worldwide with a strategic focus on the rapidly expanding Asian gaming market.
Drawing on a deep understanding of gaming trends and market dynamics,
GCL Group leverages its diverse portfolio of digital and physical content as well as multimedia peripherals to bridge cultures and reach
a global audience by introducing Asian-developed IP across consoles, PCs, and streaming platforms. Learn more at https://www.gclglobalholdings.com/
About 4Divinity
4Divinity is a digital and retail games publishing company and an indirect
majority-owned subsidiary of GCL, focused on bringing exciting game content from around the world to Asia and introducing Asian content
to a global market. Along with its sister company, Epicsoft Asia, 4Divinity is partnering with publishers and development studios to introduce
brand-new IP to the region.
https://www.4divinity.com/
About Chengdu Cangmo Information Technology
Co., Ltd.
Founded in Chengdu, China, Chengdu Cangmo is an independent game development
studio specializing in narrative-driven, cinematic action experiences rooted in Chinese history and culture. The studio’s debut title,
“A Whisper of Fall: Jinyiwei,” is supported by the PlayStation China Hero Project and is being developed for PlayStation 5
and PC.
Forward-Looking Statements
This press release includes “forward-looking statements”
made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995, and may be identified
by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,”
“will,” “expect,” “anticipate,” “believe,” “seek,” “target” or
other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking
statements may also include, but are not limited to, statements regarding projections, estimates and forecasts of revenue and other financial
and performance metrics, projections of market opportunity and expectations, the estimated implied enterprise value of GCL, GCL’s
ability to scale and grow its business, the advantages and expected growth of GCL, and GCL’s ability to source and retain creative
talent and publish games. These statements are based on various assumptions, whether or not identified in this press release, and on the
current expectations of GCL’s management and are not predictions of actual performance.
These statements involve risks, uncertainties and other factors that
may cause actual results, levels of activity, performance, or achievements to be materially different from those expressed or implied
by these forward-looking statements. Although GCL believes that it has a reasonable basis for each forward-looking statement contained
in this press release, GCL cautions you that these statements are based on a combination of facts and factors currently known and projections
of the future, which are inherently uncertain. In addition, there are risks and uncertainties described in GCL’s annual report on
Form 20-F for the fiscal year ended March 31, 2025, as amended, and other documents filed by GCL from time to time with the SEC. These
filings may identify and address other important risks and uncertainties that could cause actual events and results to differ materially
from those contained in the forward-looking statements. GCL cannot assure you that the forward-looking statements in this press release
will prove to be accurate. There may be additional risks that GCL presently knows or that GCL currently believes are immaterial that could
also cause actual results to differ from those contained in the forward-looking statements. In light of the significant uncertainties
in these forward-looking statements, nothing in this press release should be regarded as a representation by any person that the forward-looking
statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved.
The forward-looking statements in this press release represent the views of GCL as of the date of this press release. Subsequent events
and developments may cause those views to change. However, while GCL may update these forward-looking statements in the future, there
is no current intention to do so, except to the extent required by applicable law. You should, therefore, not rely on these forward-looking
statements as representing the views of GCL as of any date subsequent to the date of this press release. Except as may be required by
law, GCL does not undertake any duty to update these forward-looking statements.
GCL Investor Relations:
Crocker Coulson
crocker.coulson@aumadvisors.com.
(646) 652-7185
