GCL Global (NASDAQ: GCLWW) expands convertible note facility with new $1.03M issue

Rhea-AI Filing Summary

GCL Global Holdings Ltd expanded its convertible note financing by issuing a new September Additional Note with an original principal amount of $1,030,000, sold for $927,000 in cash to an accredited investor. This follows a prior $2,900,000 Initial Note sold for $2,610,000 and a $1,500,000 Additional Note sold for $1,350,000 under the same Securities Purchase Agreement. All notes are senior and convertible into ordinary shares at $2.16 per share, with anti-dilution adjustments. Subject to conditions in the agreement, the company or the buyer may require further issuances of additional convertible notes up to an aggregate maximum original principal amount of $40,070,000.

Insights

Capital structure and convertible securities analyst

GCL Global adds more convertible debt, with capacity for sizeable future issuances.

GCL Global Holdings continues to use a senior convertible note structure, adding a September Additional Note with $1,030,000 principal for $927,000 in proceeds. This builds on earlier notes of $2,900,000 and $1,500,000 principal under the same agreement.

All these notes convert at $2.16 per share, subject to anti-dilution adjustments, which ties potential share issuance to this fixed price. The senior status means these obligations rank ahead of equity in a capital stack, combining debt-like priority with equity-linked upside for the investor.

The agreement permits additional convertible notes up to an aggregate maximum original principal amount of $40,070,000, subject to specified conditions. Actual impact on leverage and share count will depend on how much of this capacity is used and the extent of conversions over the life of the facility.

Form 6-K: How Foreign Companies Report to the SEC →

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

1

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

2

FAQ

What did GCL Global Holdings Ltd (GCLWW) disclose in this Form 6-K?

GCL Global Holdings disclosed the issuance of a new senior convertible note with $1,030,000 principal, sold for $927,000. This September Additional Note expands an existing convertible note facility originally established under a Securities Purchase Agreement signed on May 21, 2025.

What are the key terms of GCL Global’s new September Additional Note?

The September Additional Note has an original principal amount of $1,030,000 and was sold for $927,000. It is a senior convertible note, convertible into GCL Global ordinary shares at $2.16 per share, and is subject to anti-dilution adjustments under the Securities Purchase Agreement.

How does the new note relate to GCL Global’s earlier convertible notes?

The new September Additional Note follows an Initial Note with $2,900,000 principal sold for $2,610,000 and an Additional Note with $1,500,000 principal sold for $1,350,000. All were issued to the same accredited investor under the same Securities Purchase Agreement.

What is the total potential size of GCL Global’s convertible note facility?

After the September Additional Note, the agreement allows issuance of additional convertible notes up to an aggregate maximum original principal amount of $40,070,000. Either GCL Global or the buyer may require such additional issuances, subject to conditions in the Securities Purchase Agreement.

At what price can GCL Global’s convertible notes be converted into shares?

The Initial Note, the Additional Note, and the September Additional Note are all convertible into GCL Global ordinary shares at $2.16 per share. This conversion price is subject to anti-dilution adjustments as described in the Securities Purchase Agreement governing the notes.

Who is buying GCL Global Holdings’ convertible notes under the SPA?

The convertible notes, including the September Additional Note, are being purchased by an accredited investor identified as the Buyer in the Securities Purchase Agreement. All issuances described, including the Initial and Additional Notes, were made to this same Buyer under the agreed facility.