6-K
GCL Global Holdings Ltd (GCL)
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 ☐
Completion of Compulsory Acquisition of BanLeong Technologies Limited and Delisting
As previously announced, the voluntary cash offer (the “Offer”) by Epicsoft Asia Pte. Ltd. (the “Offeror”), an indirect wholly-owned subsidiary of GCL Global Holdings Ltd (the “Company”), to acquire all of the issued and paid-up ordinary shares in the capital of Ban Leong Technologies Limited (“Ban Leong”), excluding shares held in treasury (the “Shares”), closed on July 2, 2025. Subsequently, the Offeror exercised its right of compulsory acquisition to acquire the Shares not acquired under the Offer (“Compulsory Acquisition”). On August 25, 2025, the Offeror made an announcement (the “Announcement”) that it has completed Compulsory Acquisition and that Ban Leong will be officially delisted from the Singapore Stock Exchange effective August 26, 2025. A copy of the Announcement is attached hereto as Exhibit 99.1, and is incorporated by reference.
On August 25, 2025, the Company has also issued a press release in connection with the Announcement. A copy of the press release is attached hereto as Exhibit 99.2.
Exhibits
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: August 25, 2025 | ||
|---|---|---|
| GCL Global Holdings Ltd | ||
| By: | /s/ Sebastian Toke | |
| Name: | Sebastian Toke | |
| Title: | Group CEO |
2
Exhibit 99.1
VOLUNTARY UNCONDITIONAL CASH OFFER
by
EPICSOFT ASIA PTE. LTD.
(Company Registration No.: 201428300H)
(Incorporated in the Republic of Singapore)
to acquire all the issued and paid-up ordinary shares in the capital of
BAN LEONG TECHNOLOGIES LIMITED
(Company Registration No.: 199303898C)
(Incorporated in the Republic of Singapore)
COMPLETION OF COMPULSORY ACQUISITION UNDER
SECTION 215(1) OF THE COMPANIES ACT 1967 OFSINGAPORE
| 1. | INTRODUCTION |
|---|---|
| 1.1 | Epicsoft Asia Pte. Ltd. (the “Offeror”) refers to: |
| --- | --- |
| (a) | the offer announcement dated 30 April 2025 by the Offeror in relation to the voluntary conditional cash<br>offer (the “Offer”) for all the issued and paid-up ordinary shares (excluding treasury shares) in the capital of Ban<br>Leong Technologies Limited (the “Company”), in accordance with Rule 15 of The Singapore Code on Take-overs and Mergers; |
| --- | --- |
| (b) | the announcement dated 21 May 2025 by the Offeror in relation to the despatch of the notification of the<br>electronic dissemination of the offer document dated 21 May 2025 containing the terms and conditions of the Offer (the “OfferDocument”) and its related documents; |
| --- | --- |
| (c) | the Offer Document; |
| --- | --- |
| (d) | the announcement dated 27 May 2025 by the Offeror in relation to, amongst other things, the Offer being<br>declared unconditional in all respects; |
| --- | --- |
| (e) | the announcement dated 12 June 2025 by the Offeror in relation to, amongst other things, (i) the Offeror’s<br>entitlement and its intention to exercise its right under Section 215(1) of the Companies Act to compulsorily acquire all the Shares of<br>the Shareholders who have not accepted the Offer; and (ii) the Offeror’s intention to proceed to delist the Company from the Singapore<br>Exchange Securities Trading Limited (“SGX-ST”) following such compulsory acquisition; |
| --- | --- |
| (f) | the announcement dated 2 July 2025 by the Offeror in relation to the close of the Offer and final level<br>of acceptances under the Offer; |
| --- | --- |
| (g) | the announcement dated 15 July 2025 by the Offeror in relation to the despatch of a letter to Shareholders<br>who have not accepted the Offer (the “Dissenting Shareholders”) in connection with the intention of the Offeror to<br>exercise its right of compulsory acquisition under Section 215(1) of the Companies Act to compulsorily acquire all the Shares held by<br>the Dissenting Shareholders (the “Compulsory Acquisition”) and the relevant notices in the form prescribed pursuant<br>to Section 215(1) and Section 215(3) of the Companies Act respectively; and |
| --- | --- |
| (h) | the announcement dated 18 August 2025 by the Offeror in relation to the exercise of its right of Compulsory<br>Acquisition. |
| --- | --- |
| 1.2 | Unless otherwise defined, capitalised terms in this Announcement shall bear the same meaning as set out<br>in the Offer Document. |
| --- | --- |
| 2. | COMPLETION OF COMPULSORY ACQUISITION UNDER SECTION 215(1) OF THE COMPANIES ACT |
|---|---|
| 2.1 | The Offeror wishes to announce that the Compulsory Acquisition has been completed on 25 August 2025. As<br>at the date of this Announcement, the transfer of the Shares of the Dissenting Shareholders to the Offeror has been effected and payment<br>for such Shares has been despatched to the Dissenting Shareholders. |
| --- | --- |
| 2.2 | Accordingly, the Company is now a wholly-owned subsidiary of the Offeror. The Company will be delisted<br>from the Official List of the SGX-ST with effect from 9.00 a.m. (Singapore time) on 26 August 2025. |
| --- | --- |
Issued by
EPICSOFT ASIA PTE. LTD.
25 August 2025
IMPORTANT NOTICE:
All statements other than statements of historical facts included in this Announcement are or may be forward-looking statements. Forward-looking statements include but are not limited to those using words such as “expect”, “anticipate”, “believe”, “intend”, “project”, “plan”, “strategy”, “forecast” and similar expressions or future or conditional verbs such as “will”, “would”, “should”, “could”, “may” and “might”. These statements reflect the current expectations, beliefs, hopes, intentions or strategies of the party making the statements regarding the future and assumptions in light of currently available information. Such forward-looking statements are not guarantees of future performance or events and involve known and unknown risks and uncertainties. Accordingly, actual results or outcomes may differ materially from those described in such forward-looking statements. Shareholders and investors should not place undue reliance on such forward-looking statements, and the Offeror does not undertake any obligation to update publicly or revise any forward-looking statements, subject to compliance with all applicable laws and regulations and/or rules of the SGX-ST and/or any other regulatory or supervisory body or agency.
2
Exhibit 99.2
GCL’s Subsidiary Completes CompulsoryAcquisition and Delisting of Ban Leong Technologies Limited
SINGAPORE – August 25, 2025 – GCL Global Holdings Ltd (NASDAQ: GCL) (“GCL”), a leading provider of games and entertainment and the indirect parent company of Epicsoft Asia Pte. Ltd. (“Epicsoft Asia” or “Offeror”), today announced that Epicsoft Asia has completed the compulsory acquisition of Ban Leong Technologies Limited (“Ban Leong”) on August 25, 2025, and Ban Leong will be delisted from the Singapore Stock Exchange on August 26, 2025.
For over three decades, Ban Leong has been a leading distributor of technology products across Asia, offering an extensive portfolio that includes IT accessories, gaming components, smart (IoT) devices, and commercial solutions. The company is an authorized distributor for more than 50 globally recognized brands, including Razer, Nvidia, Samsung, Huawei, TP-Link, and LG. Leveraging a comprehensive multi-channel distribution strategy, Ban Leong reaches customers through e-commerce platforms, brick-and-mortar retailers, chain stores, and direct sales to corporate resellers and system integrators. The company also operates service centers in Singapore, Malaysia, and Thailand, providing dedicated technical support and repair services to ensure quality and customer satisfaction.
“This acquisition opens an exciting new chapter for Ban Leong, one that will unlock opportunities, fuel innovation, and strengthen our ability to deliver exceptional technology solutions across Asia,” said Ronald Teng, Managing Director of Ban Leong. “The acquisition marks a significant milestone in our 30-year journey, enabling us to leverage GCL’s global ecosystem, expertise, and distribution network to accelerate growth and generate value for our customers, partners, and brands. Together, we look forward to driving innovation, expanding our market presence, and delivering technology solutions that empower businesses and enrich lives across Asia.”
“Today we celebrate the completion of the entire deal and officially welcome Ban Leong’s talented team to the GCL family. This milestone is a pivotal step forward in our vision to build a fully integrated gaming ecosystem that bridges content, hardware, and distribution across Asia and beyond,” said Sebastian Toke, Group CEO of GCL.
“The combination of our strengths is expected to result in significant synergies, from operational efficiencies and economies of scale to new revenue streams and expanded sales channels. By aligning with Ban Leong’s proven marketing and procurement strategies in consumer electronics and gaming hardware, we see exciting opportunities to enhance our market positioning and generate value for our customers. Together, we’ll explore initiatives such as introducing branded gaming devices pre-installed with GCL game titles, expanding B2C offerings for gaming peripherals and PC components, and leveraging our joint infrastructure to support the broader commercialization of our gaming portfolio. We look forward to this next chapter of innovation and collaboration and are excited about the future we will build together.”
This press release should be read in conjunction with the full text of the announcement filed by GCL on a Form 6-K, on August 25, 2025, available on the Securities and Exchange Commission (“SEC”) website at www.sec.gov.
About GCL Global Holdings Ltd
GCL Global Holdings Ltd 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.
About GCL Global Pte. Ltd.
GCL Global Pte. Ltd. (“GGPL”) 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. It is an indirect wholly-owned subsidiary of GCL Global Holdings Ltd.
About Epicsoft Asia Pte. Ltd.
Epicsoft Asia Pte. Ltd. (“Epicsoft Asia”), a wholly-owned subsidiary of GCL Global Pte. Ltd., is a premier distributor of interactive entertainment software. With a robust network and a proven track record of successful game launches, Epicsoft Asia is dedicated to bringing premier gaming experiences to players across Taiwan, Hong Kong, and Southeast Asia.
About Ban Leong Technologies Limited
Ban Leong Technologies Limited (“Ban Leong”) was incorporated in Singapore on 18 June 1993 and was listed on the Main Board of the Singapore Stock Exchange on 23 June 2005. The principal activities of Ban Leong and its subsidiaries are the wholesale and distribution of computer peripherals, accessories and other multimedia products. Ban Leong distributes a wide range of technology products, with key segments that include IT accessories, gaming, multimedia, smart technology and commercial products. Ban Leong is headquartered in Singapore with regional offices in Malaysia and Thailand.
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 GCL, GCL’s ability to scale and grow its business, the expected benefits of the acquisition of Ban Leong Technologies Limited, the advantages and expected growth of GCL, and GCL’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 GCL’s annual report on Form 20-F, filed with the SEC on July 31, 2025, and other documents filed by GCL 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
(646) 652-7185