GCL Global Holdings (GCLWW) expands $41,100,000 convertible note facility

Rhea-AI Filing Summary

GCL Global Holdings Ltd. reports amending its convertible note financing with an accredited investor and completing a new funding tranche. The company previously issued a senior convertible note with an original principal of $2,900,000 at a purchase price of $2,610,000. Under the amendment, the investor waived certain conditions to the first additional closing, allowing GCL to issue an additional senior convertible note with an original principal of $1,500,000 at a purchase price of $1,350,000. Both notes are convertible into GCL ordinary shares at $2.16 per share, subject to anti-dilution adjustments, and the agreement permits further issuances of convertible notes up to an aggregate maximum original principal amount of $41,100,000.

Insights

Capital structure and convertible financing analyst

GCL Global adds $1,500,000 convertible note and expands potential facility size.

GCL Global Holdings Ltd. has amended its securities purchase agreement with an accredited investor, enabling a first additional closing. At this closing, the company issued an additional senior convertible note with original principal of $1,500,000 at a purchase price of $1,350,000, adding to a prior note of $2,900,000 principal.

Both notes are convertible into ordinary shares at $2.16 per share, with anti-dilution adjustments, which ties future share issuance to this fixed conversion price. The amendment also allows either party, after this additional note and subject to stated conditions, to require further convertible note issuances up to an aggregate maximum original principal of $41,100,000.

This structure provides a framework for sizeable potential future funding through multiple closings, with the investor’s waiver of certain closing conditions facilitating the first add-on. Actual impact on ownership and capital structure will depend on how much of the authorized principal is ultimately issued and converted.

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

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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 ☐ 

Convertible Note Facility

Securities Purchase Agreement Amendment

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). Additionally, on August 26, 2025, 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). Both the Initial Note and the Additional Note are convertible into ordinary shares of the Company at $2.16 per share, subject to anti-dilution adjustments. After the issuance of this 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 $41,100,000.

The foregoing description of the terms of the SPA and the Additional Note does not purport to be complete and is qualified in its entirety by, the full text of the SPA Amendment and the Note which are filed herewith as Exhibit 10.1 and 4.1, respectively, to this Current Report on Form 6-K (the “Report”), and are incorporated herein by reference.

Exhibit Index  

No.		Description of Exhibit
4.1		Form of Senior Convertible Note dated August 26, 2025
10.1		Form of Amendment to Securities Purchase Agreement dated August 26, 2025
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

1

SIGNATURES

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 27, 2025
	GCL Global Holdings Ltd.
	By:	/s/ Sebastian Toke
	Name:	Sebastian Toke
	Title:	Group CEO

2

FAQ

What new financing did GCL Global Holdings Ltd. enter into on August 26, 2025?

On August 26, 2025, GCL Global Holdings Ltd. issued and sold an additional senior convertible note with an original principal amount of $1,500,000 at a purchase price of $1,350,000, under its existing Securities Purchase Agreement with an accredited investor.

What were the terms of GCL Global’s initial senior convertible note under the SPA?

Under the original Securities Purchase Agreement, GCL Global issued a senior convertible note with an original principal amount of $2,900,000 at a purchase price of $2,610,000. This note, like the additional note, is convertible into GCL ordinary shares at $2.16 per share, subject to anti-dilution adjustments.

At what price are GCL Global’s convertible notes exchangeable into ordinary shares?

Both the initial and additional senior convertible notes issued by GCL Global are convertible into its ordinary shares at $2.16 per share. This conversion price is subject to anti-dilution adjustments as described in the securities purchase documentation.

How large can GCL Global’s convertible note facility become under the amended SPA?

Following the issuance of the additional note and subject to conditions in the SPA, either GCL Global or the buyer may require further convertible note issuances. The aggregate maximum original principal amount that may be issued under this structure is $41,100,000.

What change did the August 26, 2025 amendment to GCL Global’s SPA make?

The August 26, 2025 amendment to GCL Global’s Securities Purchase Agreement provided that the buyer waived certain closing conditions for the first additional closing. This waiver enabled the company to issue and sell the additional senior convertible note at that closing.

Where can investors find the full terms of GCL Global’s amended convertible note arrangements?

The full terms are contained in the amendment to the Securities Purchase Agreement and the senior convertible note form, filed as Exhibits 10.1 and 4.1, respectively. These exhibits are incorporated by reference into the company’s current report on Form 6-K.