Ban Leong delisting follows GCL Global (GCLWW) full share buyout

Rhea-AI Filing Summary

GCL Global Holdings Ltd reports that its indirect wholly owned subsidiary, Epicsoft Asia Pte. Ltd., has completed the compulsory acquisition of all remaining ordinary shares of Ban Leong Technologies Limited not tendered in a prior voluntary cash offer.

The company states that, following this compulsory acquisition, Ban Leong will be officially delisted from the Singapore Stock Exchange effective August 26, 2025. GCL Global notes that Epicsoft announced the completion on August 25, 2025, and that GCL Global issued a related press release the same day, both attached as exhibits.

Insights

Cross-border M&A and listings analyst

GCL Global finalizes Ban Leong takeover, leading to Ban Leong’s delisting.

GCL Global Holdings confirms that its subsidiary Epicsoft Asia has completed the compulsory acquisition of all remaining shares of Ban Leong Technologies. This step follows an earlier voluntary cash offer that closed on July 2, 2025.

Completion of the compulsory acquisition means GCL Global now effectively controls all of Ban Leong’s equity, simplifying the ownership structure. The filing also states that Ban Leong will be delisted from the Singapore Stock Exchange effective August 26, 2025, turning it into a privately held subsidiary within the group.

Investors may look to subsequent company communications and future filings for more detail on how Ban Leong will be integrated into GCL Global’s operations and strategy, and whether management provides any financial guidance or synergy expectations tied to the completed acquisition.

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.

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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
	GCL Global Holdings Ltd
	By:	/s/ Sebastian Toke
	Name:	Sebastian Toke
	Title:	Group CEO

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FAQ

What did GCL Global Holdings Ltd announce in its August 2025 Form 6-K?

GCL Global announced that its subsidiary Epicsoft Asia completed the compulsory acquisition of all remaining shares of Ban Leong Technologies and that Ban Leong will be delisted from the Singapore Stock Exchange effective August 26, 2025, following an earlier voluntary cash offer.

How is Epicsoft Asia related to GCL Global Holdings Ltd (GCLWW)?

Epicsoft Asia Pte. Ltd. is described as an indirect wholly owned subsidiary of GCL Global Holdings Ltd. It acted as the offeror in the voluntary cash offer and subsequent compulsory acquisition of Ban Leong Technologies’ shares, consolidating Ban Leong under the GCL Global corporate group.

What happens to Ban Leong Technologies Limited after the compulsory acquisition?

After the compulsory acquisition is completed, the filing states that Ban Leong Technologies Limited will be officially delisted from the Singapore Stock Exchange on August 26, 2025. This means Ban Leong’s shares will no longer trade publicly on that exchange and it will operate as a private subsidiary.

When did the voluntary cash offer for Ban Leong Technologies close?

The voluntary cash offer by Epicsoft Asia Pte. Ltd. to acquire all issued and paid-up ordinary shares of Ban Leong Technologies, excluding treasury shares, closed on July 2, 2025. The later compulsory acquisition targeted the remaining shares that were not tendered during this offer period.

What additional documents did GCL Global (GCLWW) provide with this 6-K?

The company attached two exhibits: an announcement by Epicsoft Asia on completion of the compulsory acquisition dated August 25, 2025 (Exhibit 99.1), and a press release issued by GCL Global Holdings Ltd on the same date (Exhibit 99.2), both incorporated by reference.

On what date was Ban Leong’s compulsory acquisition completion announced?

The completion of Ban Leong Technologies’ compulsory acquisition was announced on August 25, 2025. On that date, Epicsoft Asia issued the announcement, and GCL Global Holdings Ltd released a related press release, both describing the completion and upcoming delisting.