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GCL Global Holdings Ltd ("GCL") has filed Prospectus Supplement No. 8 and a Form 6-K to disclose a new warrant issuance linked to an existing SG$5 million credit facility extended to its wholly-owned subsidiary, Epicsoft Asia Pte. Ltd.
- Financing context: The facility, arranged with Oversea-Chinese Banking Corporation (OCBC) on 1 Oct 2024 and amended 12 Mar 2025, provides up to SG$5 million (≈ US$3.75 million). One condition precedent for draw-down is issuance of a warrant to OCBC.
- Warrant terms: • Shares underlying warrant: 899,281 ordinary shares • Exercise price: US$4.17 per share • Aggregate exercise proceeds: US$3.75 million • Term: 5 years from 7 Jul 2025 • Automatic exercise triggers if (i) VWAP > US$12 for 20 consecutive trading days, (ii) ≥ 1 million average daily volume, (iii) market cap ≥ US$1 billion, and (iv) an effective resale registration statement is available.
- Use of proceeds: All exercise proceeds will first repay outstanding amounts under the OCBC facility; any excess is earmarked for the subsidiary’s working capital.
- Dilution & registration: The warrant represents potential dilution of ~899k shares (≈ 1.1% of the 83.5 million shares covered by the broader resale prospectus). GCL must file a resale registration statement for these warrant shares within six months (by 7 Jan 2026).
- Listing & compliance: Shares are listed on Nasdaq Global Select Market; GCL commits to maintain listing, register shares, and provide customary registration rights, indemnities and adjustment mechanisms.
The filing primarily informs investors of incremental potential dilution, outlines the company’s obligations to register the warrant shares, and clarifies that any cash from warrant exercise will reduce debt associated with the SG$5 million facility. No new earnings or operational metrics are provided.