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 August 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 ☐
Completion of Compulsory Acquisition of Ban
Leong Technologies Limited and Delisting
As previously announced, the
voluntary cash offer (the “Offer”) by Epicsoft Asia Pte. Ltd. (the “Offeror”), an indirect wholly-owned subsidiary
of GCL Global Holdings Ltd (the “Company”), 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”), closed on July 2,
2025. Subsequently, the Offeror exercised its right of compulsory acquisition to acquire the Shares not acquired under the Offer (“Compulsory
Acquisition”). On August 25, 2025, the Offeror made an announcement (the “Announcement”) that it has completed Compulsory
Acquisition and that Ban Leong will be officially delisted from the Singapore Stock Exchange effective August 26, 2025. A copy of the
Announcement is attached hereto as Exhibit 99.1, and is incorporated by reference.
On
August 25, 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 |
Completion of Compulsory Acquisition Announcement made by Epicsoft Asia Pte. Ltd. in Singapore, dated August 25, 2025. |
| 99.2 |
Press release issued by GCL Global Holdings Ltd, dated August 25, 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: August 25, 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 |
