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 September 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 ☐
Convertible
Note Facility
As
previously announced, on May 21, 2025, GCL Global Holdings Ltd. (“GCL” or the “Company”) entered into a Securities
Purchase Agreement (the “SPA”) with an accredited investor (the “Buyer”) pursuant to which the Company issued
and sold to the Buyer an original issue discount senior convertible note in the original principal amount of $2,900,000 (the “Initial
Note”) at a purchase price of $2,610,000 at the Initial Closing (as defined in the SPA). On August 26, 2025, the Company and Buyer
entered into an amendment to the SPA (the “SPA Amendment”) pursuant to which the Buyer waived certain closing conditions
to the First Additional Closing (as defined in the SPA); and the Company issued and sold to Buyer an additional Note in the original
principal amount of $1,500,000 (the “Additional Note”) at a purchase price of $1,350,000 at the First Additional Closing
(as defined in the SPA).
On
September 9, 2025, the Company issued and sold to Buyer an additional Note in the original principal amount of $1,030,000 (the “September
Additional Note”) at a purchase price of $927,000 in connection with the First Additional Closing (as defined in the SPA). Like
the Initial Note and the Additional Note, the September Additional Note is convertible into ordinary shares of the Company at $2.16 per
share, subject to anti-dilution adjustments. After the issuance of this September Additional Note and subject to certain conditions set
forth in the SPA, either the Company or the Buyer may require the issuance and sale of additional convertible notes at one or more additional
closings, with the aggregate maximum original principal amount of $40,070,000.
The
foregoing description of the terms of the September Additional Note does not purport to be complete and is qualified in its entirety
by, the full text of the Note which is filed herewith as Exhibit 4.1 to this Current Report on Form 6-K (the “Report”), and
is incorporated herein by reference.
Exhibits
| 4.1 |
|
Form of Senior Convertible Note dated September 9, 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: September 9, 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 |
