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 March 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 ☐
On March 3, 2025, GCL Global Holdings Ltd. (the “Company”) issued a press release filed herewith as Exhibit 99.1. Excerpts of an interview by Sebastian Toke, Group CEO of the Company, was published on March 3, 2025 and filed herewith as Exhibit 99.2.
Exhibits
99.1 | Press release dated March 3, 2025. | |
99.2 | Edited excerpts of an interview by Sebastian Toke, Group CEO, published by e27 on March 3, 2025. |
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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: March 3, 2025 | ||
GCL Global Holdings Ltd. | ||
By: | /s/ Sebastian Toke | |
Name: | Sebastian Toke | |
Title: | Group CEO |
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Exhibit 99.1
GCL Plans to Strengthen Gaming Portfolio with Potential 20% Stake Acquisition in LEAP for Exclusive Global Publishing Rights for Upcoming Game “Realm of Ink”
SINGAPORE, March 03, 2025 (GLOBE NEWSWIRE) -- GCL Global Holdings Ltd (NASDAQ: GCL) (“GCL” or the “Company”), a leading provider of games and entertainment, today announced that it has entered into a term sheet with LEAP Studio Limited, a game studio in Hong Kong and its affiliates (“LEAP”). The term sheet outlines certain key terms of a proposed partnership among the parties and their affiliated entities, including GCL’s potential 20% equity investment in LEAP, and LEAP’s plan to appoint 4Divinity, GCL’s publishing subsidiary, as its exclusive global publisher for its upcoming game title “Realm of Ink” (original Chinese title: 墨境). Parties have agreed to negotiate in good faith a definitive agreement incorporating the key terms contained in the MOU.
RealmOfInk
This partnership marks a new milestone in GCL’s mission to deliver unique, high-quality gaming experiences to a worldwide audience. Under the term sheet, LEAP intends to appoint 4Divinity, GCL’s publishing subsidiary, as the exclusive global publisher for Realm of Ink (original Chinese title: 墨境). Both companies are committed to finalizing a definitive agreement that will ensure a successful launch and sustained growth for this exciting new IP.
A Mesmerizing Journey into the World of Ink and Battle
Set in a visually breathtaking world inspired by traditional Chinese ink art, Realm of Ink immerses players in a dynamic action-roguelite adventure. Players step into the role of Red, a fierce and skilled swordswoman, navigating ever-changing levels shaped by the enigmatic Spirit of the Book. With fluid combat mechanics, powerful ink-based abilities, and deep customization options, Realm of Ink blends fast-paced action with rich storytelling, bringing a fresh and captivating experience to the genre.
The game’s unique hand-painted art style breathes life into a universe that shifts and evolves, offering players a mesmerizing blend of beauty and danger. From intense boss battles to strategic ink-powered attacks, Realm of Ink pushes the boundaries of creativity and gameplay depth, making it one of the most anticipated indie action titles of the year.
A Powerful Collaboration for a Global Gaming Sensation
“Our partnership with Leap Studio to publish ‘Realm of Ink’ exemplifies the type of unique, broadly appealing titles we are bringing to our gaming portfolio, with its unique blend of action-packed gameplay and stunning Chinese ink wash visuals,” said Sebastian Toke, GCL’s Group CEO. “We are excited about its potential to captivate a broad audience with its rich narrative and immersive environments. The innovative spirit and creative talent at Leap Studio align perfectly with our vision for delivering exceptional gaming experiences. We are thrilled to collaborate with their team and look forward to the long-term success and growth that this partnership will bring to both sides.”
“Realm of Ink has already generated significant early buzz and positive feedback from both players and critics,” said NingKun Dai, Founder and CEO of LEAP. “We are excited to partner with GCL, as they will utilize their extensive network, expertise, and visionary approach to launch our game with a broad audience of passionate gamers. We believe this title has the power to captivate audiences globally and leave a lasting impression on the gaming community.”
Coming Soon: A New Adventure Awaits
Realm of Ink is set to launch in November 2025, promising players an unforgettable journey through its ink-crafted world. Stay tuned for more updates, including gameplay reveals and exclusive previews, as the release date approaches.
About GCL Global Holdings Ltd
GCL Global Holdings Ltd. unites people through immersive games and entertainment experiences, enabling creators to deliver engaging content and fun gameplay experiences to gaming communities worldwide with a strategic focus on the rapidly expanding Asian gaming market.
Drawing on a deep understanding of gaming trends and market dynamics, GCL Group leverages its diverse portfolio of digital and physical content to bridge cultures and audiences by introducing Asian-developed IP to a global audience across consoles, PCs, and streaming platforms.
Learn more at http://www.gclglobalholdings.com.
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About 4Divinity
4Divinity is a digital and retail games publishing company and a wholly-owned subsidiary of GCL, focused on bringing exciting game content from around the world to Asia and introducing Asian content to a global market. Along with its sister company, Epicsoft Asia, 4Divinity is partnering with publishers and development studios to introduce brand-new IP to the region.
About LEAP Studio
Leap Studio, a Hong Kong-based game developer, is dedicated to creating innovative PC and console games. With research and development hubs in Beijing, Xi’an, and Hefei, the company thrives on youthful passion—over 90% of its team is under 30. The name “Leap” translates to “absurdity” in Chinese, inspired by Søren Kierkegaard’s Leap of Faith, reflecting the belief that true conviction is the key to crafting groundbreaking, era-defining experiences.
Forward-Looking Statements
This press release includes “forward-looking statements” made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995, and may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements may also include, but are not limited to, statements regarding projections, estimates and forecasts of revenue and other financial and performance metrics, projections of market opportunity and expectations, the estimated implied enterprise value of the Company, GCL’s ability to scale and grow its business, the advantages and expected growth of the Company, and the Company’s ability to source and retain talent. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of GCL’s management and are not predictions of actual performance.
These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance, or achievements to be materially different from those expressed or implied by these forward-looking statements. Although GCL believes that it has a reasonable basis for each forward-looking statement contained in this press release, GCL cautions you that these statements are based on a combination of facts and factors currently known and projections of the future, which are inherently uncertain. In addition, there are risks and uncertainties described in the proxy statement/prospectus included in the Registration Statement relating to the recent business combination, filed by the Company with the SEC on December 31, 2024 and other documents which will be filed by the Company from time to time with the SEC. These filings may identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. GCL cannot assure you that the forward-looking statements in this press release will prove to be accurate. There may be additional risks that GCL presently knows or that GCL currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In light of the significant uncertainties in these forward-looking statements, nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. The forward-looking statements in this press release represent the views of GCL as of the date of this press release. Subsequent events and developments may cause those views to change. However, while GCL may update these forward-looking statements in the future, there is no current intention to do so, except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing the views of GCL as of any date subsequent to the date of this press release. Except as may be required by law, GCL does not undertake any duty to update these forward-looking statements.
GCL Investor Relations:
Crocker Coulson
crocker.coulson@aummedia.org
(646) 652-7185
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Exhibit 99.2
Asian developers hit their stride with globally appealing games: GCL’s CEO Sebastian Toke
‘There’s a wealth of talent in our part of the world that we can tap into, take to the next level, and then deliver to a global audience of gamers,” says Toke
Sebastian Toke, Group CEO of GCL Global Holdings
Last month, GCL Global Holdings merged with the special purpose acquisition company (SPAC) RF Acquisition to become the latest Singaporean firm to be listed on the Nasdaq, joining Grab, MoneyHero Group, and Ryde.
The gaming company’s shares surged on the Nasdaq amid strong market momentum, which was also driven by significant financial improvements. The company is now looking to leverage this unique position to bridge the gaming markets between Asia and the West.
In an interview with e27, Sebastian Toke, Group CEO of GCL Global Holdings, discussed the global gaming market, Nasdaq listing, financial performance, SPAC, and future plans.
Edited excerpts:
GCL Holdings has brought several award-winning games to Singapore. How do you plan to expand beyond distribution to potentially develop or co-develop games that specifically cater to Asian audiences?
We expanded beyond distribution to game publishing as early as 2020 and co-published highly anticipated titles like Atomic Heart and S.T.A.L.K.E.R. 2: Heart of Chornobyl. We are now the global publisher for Showa American Story, another highly anticipated IP expected to be released in late 2025 or early 2026.
As a dystopian counter-world in which America became a protectorate of the Japanese Empire, this is an example of fresh, imaginative, hardcore storytelling that gamers have been craving.
We are also developing a new title, which hasn’t been announced yet. We aspire to create games for an international, global audience, including Asian audiences. While some content may have Asian roots, the narrative and gameplay can be cross-cultural.
There is a wealth of talent in our part of the world that we can tap into, take to the next level, and then deliver to a global audience of gamers. Our rich history as a video gaming group also allows us to feel the gaming community’s pulse and understand this landscape’s ever-changing trends and what is relevant and what is not.
The gaming industry is shifting towards subscriptions, cloud gaming, and Web3. How is GCL adapting to these trends?
There are many trends in the gaming industry because the entertainment industry, in general, continues to shift. But there has also been a lot of demand for more story-driven content and single-player or multiplayer co-op experiences.
Our view is that, ultimately, content is king. Gamers want something fresh that transports them to a new world, which they can turn into experiences with their friends and memories that become a lasting part of their lives.
Such content can be enjoyed over the cloud or through a games subscription service, but the key is still the content that has to be produced, marketed, and sold. We’re very focused on this area right now.
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GCL reported a significantly narrower net loss in H1 FY2025. Could you detail the specific strategies that drove this improvement, particularly in console games and game code sales?
In the first half of FY2025, our top-line growth shot up to over 40 per cent, and that was before any impact from the global distribution of Black Myth Wukong’s retail SKU. We were adjusted EBITDA-positive, and if you back out the expenses related to going public and other transactions, we have been consistently profitable for the past several years.
In the future, we expect to see a significant lift in gross margins as publishing revenue becomes a more prominent contributor to our total revenue mix, which should positively affect the bottom line.
Your recent SPAC merger led to a 145.97 per cent share price surge. What specific factors contributed to this strong market response? How do you plan to maintain investor confidence and momentum following the initial stock price surge?
We don’t comment on stock price movements. As a new public company, we plan to meet with analysts and investors regularly and build their confidence in our management team, our strategy, and our ability to achieve success.
Over time, we want to be known as a company that underpromises and over-delivers, and that is the key to creating value for our shareholders and the companies that partner with us.
As a Singaporean company listed on NASDAQ, how do you leverage this unique position to bridge the gaming markets between Asia and the West?
We have been fortunate to connect developers and publishers from Europe and the US with the fast-growing Asian games market. Understanding what is essential for Asian gamers has helped us successfully bring titles here.
Most importantly, we are now starting to introduce Asia-developed games to international markets. Asian game developers are starting to hit their stride with highly creative, engaging titles and stories that can appeal to a global audience. Those are the titles we want to get behind.
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What are your capital allocation plans now that you have access to public markets?
We are fully funded to reach our goals for 2025. However, given the industry’s disruption, we regularly see IP become available at a fraction of the cost people were paying a few years ago.
So, we will continue to examine those opportunities and allocate capital where we see the potential for multi-bagger breakouts and the high confidence of a floor to cover our investments.
We aim to work with teams over time to build the greatest value for the creative work and talent they bring to the table and create a pipeline of our own internally developed games.
Why did you choose the SPAC route for your Nasdaq listing, and what were the biggest challenges in the process? The SPAC market has been volatile in recent years.
We looked at every possibility, including listing on the Singapore Stock Exchange, the Hong Kong Stock Exchange, and a traditional IPO on NASDAQ. With a conventional IPO, we knew we would be spending millions of dollars on legal and audit fees with no certainty that the market would ultimately be there for us. The advantage of a de-SPAC is the relative certainty of outcome.
Given the SEC’s stricter SPAC regulations implemented in January 2024, how has this affected your compliance strategy and corporate governance approach?
We think it’s positive and would help companies like ours shine brighter because of the increased scrutiny. Meeting the regulatory requirements automatically gives us a shiny badge of credibility.
We believe a company going public via an SPAC merger is subject to more scrutiny by the SEC and NASDAQ than a traditional IPO, not less. That’s really important to us because the process helps prepare the team before the company goes public and is subject to new financial reporting and disclosure requirements.
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AI, fintech, and quantum computing have primarily driven the resurgence of SPACs in 2025. What do you think makes gaming an attractive sector for SPAC investors?
SPAC investors are typically hedge funds that invest based on the yield and anticipated value of the warrants and the certainty of being able to redeem their shares for cash. Right now, GCL is seeking to build a shareholder base with a breadth of retail and institutional investors, including mutual funds, hedge funds, and family offices.
We are proud of our existing shareholders, which include Sega, several Japanese banks, and a charitable foundation. Gaming is at the crossroads of technology and entertainment. Interactive entertainment—aka video games—results from code, design, art, storytelling, and, increasingly, artificial intelligence.
From the investors’ perspective, we give them a chance to tap into the new wave of triple-A titles coming out of Asia and the favourable gaming demographics in many markets where we are distributors for the top games in the world. Funds that know this industry know there are some big disruptive forces at work, and we are on the right side of them.
Looking ahead, what role do emerging technologies like AI and cloud gaming play in your growth strategy across your different business units?
AI has always been employed in video games to some extent, whether it’s your companion in the game or enemy encounters, so using AI, particularly large language models (LLMs), will significantly reduce some of the time used for mundane programming tasks.
Cloud gaming has seen pockets of success, and the best way to deliver our games to as many people as possible is to partner with successful platforms.
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