6-K - GCL - Equibles

UNITED STATES

SECURITIES ANDEXCHANGE 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 February 2025

Commission File Number: 001-42523

GCL Global HoldingsLtd

(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 ☐

Item 2.02. Results of Operationsand Financial Condition.

On February 14, 2025, GCL Global Holdings Ltd. (the “Company”) announced the unaudited financial results for the nine months ended September 30, 2024. A copy of the press release issued by the Company is attached as Exhibit 99.1 and is incorporated herein by reference.

Item7.01. Other Events.

On February 14, 2025, the Company announced that it has acquired 20% equity interests in Nekcom Inc. and the global publishing rights of its upcoming game “Showa American Story.” A copy of the press release issued by the Company is attached as Exhibit 99.2 hereto and is incorporated herein by reference. On that same day, the Company filed investor presentation materials as Exhibit 99.3 hereto and is incorporated herein by reference.

Item 9.01. Financial Statementsand Exhibits.

(d) Exhibits

Exhibits

99.1	Press release dated February 14, 2025 regarding unaudited financial results for the nine months ended September 30, 2024.
99.2	Press release dated February 14, 2025 regarding Nekcom Inc.
99.3	Investors presentation dated February 2025.

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: February 14, 2025
	GCL Global Holdings Ltd.
	By:	/s/ Sebastian Toke
	Name:	Sebastian Toke
	Title:	Group CEO

Exhibit99.1

GCLAnnounces First Half Fiscal Year 2025 Unaudited Financial Results

SINGAPORE, February 14, 2025 – GCL Global Holdings Ltd. (Nasdaq: GCL) (“GCL” or the “Company”), a leading provider of games and entertainment, today announced its financial results for the six months ended September 30, 2024.

FirstSix Months of FY2025 Highlights

●	Revenues<br> of $50.9 million, up 41% from the prior year period
●	Gross<br> Margin of 13.8% compared to 16.2%
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●	Net<br> loss of $0.8 million, compared to net loss of $1.9 million
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●	Adjusted<br> EBITDA of $1.5 million, compared to $1.4 million in the first half of FY2024.
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“We are pleased with our very robust top-line growth and improved bottom line performance in the first half of fiscal year 2025, highlighting our team’s execution capabilities while closing the business combination with RFAC Acquisition Corp.,” said Sebastian Toke, Group CEO of GCL. “These results reflect the strength of our marketing and distribution and the increasing quality of game developers we are able to partner with. As a public company going into Fiscal 2026, we expect to bring a larger slate of “hit” new titles to gamers across Asia and position GCL as the premier partner for the next generation of innovative game designers.”

Revenues for the first half of fiscal year 2025 were $50.9 million, up 41.0% from $36.1 million in the comparable six months in 2024. The increase was primarily driven by console games and game code sales.

The cost of revenues was $43.9 million for the first six months of FY2025, up 45.4% compared to $30.2 million for the same period of the last year, primarily due to the increase of revenue from console games as more units (both physical versions and console game codes) were sold.

Selling and marketing expenses were $1.2 million for the first six months of FY2025 compared to $1.3 million for the same period of the last year, as the company focused on operation efficiency in distribution.

General and administrative expenses were $6.9 million for the first six months of FY2025, an increase of 4.5% compared to $6.6 million for the same period of the last year.

Total operating expenses increased 2.5% to $8.1 million for the first six months of FY2025, from $7.9 million for the same period of the last year.

Net loss was $0.8 million for the first six months of FY2025, compared to a net loss of $1.9 million for the first six months of FY2024.

Adjusted EBITDA for the first six months of FY2025 was $1.5 million, up from $1.4 million in the comparable prior year period.

Loss per share, basic and diluted, was $0.02 for the first six months of FY2025, compared to a loss per share, basic and diluted of $0.06 for the same period of the last year.

As of September 30, 2024, the Company had $10.3 million in cash and restricted cash in total, compared to $4.3 million as of March 31, 2024.

RecentDevelopments

●	Completed<br> business combination with RFAC Acquisition Corp. on February 13, 2025, and the ordinary shares<br> and warrants of GCL are expected to commence trading on Nasdaq on February 14, 2025.
●	GCL<br> acquired 20% of NEKCOM Inc. and obtained global publishing rights for its upcoming game “Showa<br> American Story.”
---	---

AboutGCL Global Holdings

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.

Forward-LookingStatements

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.

Non-GAAPMeasures

Some of the financial information and data contained in this press release, such as adjusted EBITDA have not been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). GCL believes these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to GCL’s financial condition and results of operations. GCL’s management uses these non-GAAP measures for trends analyses and for budgeting and planning purposes. GCL believes that use of these non-GAAP measures provides an additional tool for investors to use in evaluating projected operating results and trends in and in comparing GCL’s financial measures with other similar companies, many of which present similar non-GAAP financial measures to investors.

Management of GCL does not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitation of these non-GAAP financial measures is that they exclude significant expenses and income that are required by GAAP to be recorded in GCL’s financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgments by management about which expenses and income are excluded or included in determining these non-GAAP financial measures. You should review GCL’s audited financial statements, which are presented in the recent proxy statement/prospectus filed with the SEC on December 31, 2024, and not rely on any single financial measure to evaluate GCL’s business.

GCLInvestor Relations:

Crocker Coulson

[email protected]

(646) 652-7185

UnauditedCondensed Consolidated Balance Sheets(Stated in U.S dollars, except for the number of shares)

			March 31
			2024

ASSETS
CURRENT ASSETS
Cash and cash equivalents	7,727,167		$	2,677,059
Restricted cash	2,577,553			1,656,678
Accounts receivable, net	13,248,026			17,413,086
Amount due from related parties	60,592			21,880
Inventories, net	6,563,779			4,826,217
Other receivable and other current assets, net	1,041,953			460,997
Prepayments, net	9,295,186			5,510,988
Total current assets	40,514,256			32,566,905
NONCURRENT ASSETS
Property and equipment, net	450,916			505,111
Definite-lived intangible assets, net	2,735,858			3,273,226
Indefinite-lived intangible assets	11,904,882			6,858,114
Goodwill	2,990,394			2,990,394
Long-term investment	71,045			71,045
Other receivable, non-current	-			167,000
Operating leases right-of-use assets	906,596			1,128,066
Finance leases right-of-use assets	426,916			470,100
Deferred merger costs	1,836,164			1,065,854
Deferred tax assets, net	588,414			462,429
Total noncurrent assets	21,911,185			16,991,339
TOTAL ASSETS	62,425,441		$	49,558,244
LIABILITIES, MEZZANINE EQUITY, AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Bank Loans, current	14,270,394		$	8,812,807
Accounts payable	10,117,098			7,016,238
Accounts payable, a related party	6,329,474			6,567,480
Contract liabilities	1,779,725			209,903
Other payables and accrued liabilities	3,953,032			3,101,586
Advance proceeds from converible notes	4,012,500			-
Operating lease liabilities, current	588,180			792,197
Contingent consideration for acquisition, current	3,426,385			2,319,000
Finance leases liabilities, current	80,631			72,868
Amount due to related parties	386,008			486,016
Tax payables	968,254			1,017,143
Total current liabilities	45,911,681			30,395,238
NON-CURRENT LIABILITIES
Operating lease liabilities, non-current	348,283			370,103
Finance leases liabilities, non-current	205,269			234,765
Bank Loans, non-current	67,908			208,010
Deferred tax liabilities	82,075			346,969
Contingent consideration for acquisition, non-current	-			1,378,000
Total non-current liabilities	703,535			2,537,847
TOTAL LIABILITIES	46,615,216			32,933,085
COMMITMENTS AND CONTINGENCIES
MEZZANINE EQUITY
Ordinary shares subject to possible redemption, 53,711 shares as of September 30, 2024 and March 31,2024	700,000			700,000
SHAREHOLDERS’ EQUITY
Ordinary share, par value 0.0001; 150,000,000 shares authorized, 25,916,468 shares issued and outstanding as of September 30, 2024 and March 31, 2024, respectively	2,592			2,592
Additional paid-in capital	1,738,012			1,738,012
Retained earnings	11,426,087			11,938,374
Accumulated other comprehensive loss	(131,020	)		(120,551	)
TOTAL GCL Global Limited shareholders’ equity	13,035,671			13,558,427
Non-controlling interests	2,074,554			2,366,732
TOTAL SHAREHOLDERS’ EQUITY	15,110,225			15,925,159
TOTAL LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ EQUITY	62,425,441		$	49,558,244

All values are in US Dollars.

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss(Stated in U.S dollars, except for the number of shares)

	For the Six Months Ended<br><br> September 30,
	2024			2023
REVENUES
Revenues	$	50,905,030		$	36,047,105
Revenues, a related party		675			41,464
TOTAL REVENUES		50,905,705			36,088,569
COST OF REVENUES
Cost of revenues		(36,579,493	)		(25,401,903	)
Cost of revenues, related parties		(7,308,820	)		(4,835,828	)
TOTAL COST OF REVENUES		(43,888,313	)		(30,237,731	)
GROSS PROFIT		7,017,392			5,850,838
OPERATING EXPENSES
Selling and marketing		(1,219,251	)		(1,266,421	)
General and administrative		(6,878,939	)		(6,590,726	)
Total operating expenses		(8,098,190	)		(7,857,147	)
LOSS FROM OPERATIONS		(1,080,798	)		(2,006,309	)
OTHER INCOME (EXPENSE)
Other income, net		356,921			1,095,157
Interest expense, net		(359,624	)		(254,172	)
Change in fair value of contingent consideration for acquisition		270,615			(681,000	)
TOTAL OTHER INCOME, NET		267,912			159,985
LOSS BEFORE INCOME TAXES		(812,886	)		(1,846,324	)
BENEFIT (PROVISION) FOR INCOME TAXES		10,444			(16,168	)
NET LOSS		(802,442	)		(1,862,492	)
Less: net loss attributable to non-controlling interests		(290,155	)		(332,096	)
NET LOSS ATTRIBUTABLE TO GCL GLOBAL LIMITED’S SHAREHOLDERS		(512,287	)		(1,530,396	)
NET LOSS		(802,442	)		(1,862,492	)
OTHER COMPREHENSIVE LOSS
Foreign currency translation adjustments		(12,492	)		(58,132	)
COMPREHENSIVE LOSS		(814,934	)		(1,920,624	)
Less: total comprehensive loss attributable to noncontrolling interests		(292,178	)		(329,055	)
Total comprehensive loss attributable to GCL Global Limited’s shareholders	$	(522,756	)	$	(1,591,569	)
LOSS PER SHARE - BASIC AND DILUTED, ORDINARY SHARES	$	(0.02	)	$	(0.06	)
WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES OUTSTANDING
Basic and diluted		25,916,468			25,896,000

UnauditedCondensed Consolidated Statements of Cash Flows(Stated in U.S. dollars, except for the number of shares)

	For the Six Months Ended
	September 30
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(802,442	)	$	(1,862,492	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation of property and equipment		165,415			165,878
Amortization of intangible assets		537,367			573,693
Amortization of right of use assets- operating leases		421,485			305,616
Amortization of right of use assets- finance leases		56,246			18,638
(Recovery from) Provision for credit loss and doubtful accounts		(203,270	)		28,306
Loss from disposal of property and equipment		-			56,793
Deferred taxes benefit		(359,472	)		(341,257	)
Change in fair value of contingent consideration for acquisition		(270,615	)		681,000
Change in operating assets and liabilities
Accounts receivables		5,902,561			3,304,346
Accounts receivables, a related party		-			(2,423	)
Inventories		(1,552,924	)		(925,554	)
Indefinite-lived intangible assets		(5,030,276	)		1,710,119
Other receivable and other current assets		(381,235	)		245,078
Prepayments		(3,593,582	)		(750,499	)
Prepayments, a related party		-			(722,881	)
Accounts payable		3,047,728			(473,187	)
Accounts payable, a related party		(311,011	)		2,067,082
Contract liabilities		1,555,495			2,199,886
Other payables and accrued liabilities		(946,978	)		122,688
Other payables and accrued liabilities , a related party		-			(23,916	)
Operating Lease Liabilities		(426,338	)		(306,512	)
Income tax payables		2,666			67,717
Net cash (used in) provided by operating activities		(2,189,180	)		6,138,119
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of equipment		(76,681	)		(64,723	)
Cash received in business combinations, net of cash acquired		-			85,443
Net cash (used in) provided by investing activities		(76,681	)		20,720
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from bank loans		13,798,964			7,896,390
Repayments to bank loans		(8,485,654	)		(12,982,420	)
Advances proceeds related convertible notes		4,012,500			-
Repayments from related parties		-			3,640,931
Loan to related parties		-			(2,251,258	)
Repayments to related parties		(72,399	)		-
Principal payments of finance lease liabilities		(32,324	)		(12,289	)
Payments of deferred merger costs		(693,070	)		(338,018	)
Net cash provided by (used in) financing activities		8,528,017			(4,046,664	)
EFFECT OF EXCHANGE RATE ON CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH		(291,173	)		(102,441	)
INCREASE IN CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH		5,970,983			2,009,734
CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period		4,333,737			3,831,606
CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH, end of period	$	10,304,720		$	5,841,340
SUPPLEMENTAL CASH FLOWS INFORMATION
Income taxes paid	$	349,028		$	357,425
Interest paid	$	359,624		$	254,172
SUPPLEMENTAL NON-CASH FLOWS INFORMATION
Fair value of share issuance in acquisition of a subsidiary	$	-		$	687,348
Right-of-use assets in exchange for operating lease liabilities	$	177,704		$	-
Recognition of non-controlling interest from acquisition of subsidiaries	$	-		$	182,599

Reconciliationof Non-GAAP to GAAP Measures (unaudited)

(Stated in US dollars)

	Six Months Ended September 30,						For the Years Ended March 31,
	2025			2024			2024			2023		2022
Adjusted EBITDA reconciliation
NET INCOME ATTRIBUTABLE TO GCL GLOBAL LIMITED’S SHAREHOLDERS		(512,287	)		(1,530,396	)		(1,373,504	)		1,986,119		4,562,952
Provision for taxation		(10,444	)		16,168			53,291			620,142		758,136
Net income attributable to non-controlling interests		(290,155	)		(332,096	)		(587,452	)		154,551		23,573
Director fee		446,631			1,107,677			1,329,679			284,984		332,457
Professional fee relating to listing		812,805			525,223			939,683			650,139		394,194
One time marketing support		-			-			300,000			-		-
Depreciation expense		257,178			165,961			320,308			303,378		295,553
Amortisation of customer brand		537,367			554,166			1,229,421			887,523		-
Change in fair value of contingent consideration		(270,615	)		681,000			272,029			932,152		-
Finance cost		359,624			254,173			507,803			299,702		191,163
Stock written off		141,047			629			-			-		-
Adjusted EBITDA		1,471,151			1,442,505			2,991,258			6,118,690		6,558,028

Exhibit 99.2

GCL Acquired 20% of NEKCOM Inc. and ObtainedGlobal Publishing Rights for its Upcoming Game “SHOWA AMERICAN STORY”

Singapore – February 14, 2025 – GCL Global Holdings Ltd (NASDAQ: GCL) (“GCL” or the “Company”), a leading provider of games and entertainment, today announced the acquisition of 20% equity interests of NEKCOM Inc. (“NEKCOM”), a video game developer, and the global publishing rights of NEKCOM’s upcoming game, “Showa American Story.”

GCL Acquires 20% of NEKCOM

GCL acquired 20% equity interests of NEKCOM in the form of Series B Preferred Stock pursuant to a Series B Preferred Stock Purchase Agreement dated November 20, 2024, by and among GCL Global Limited, a wholly owned subsidiary of GCL, Nekcom and other parties named therein.

Effective at the close of the transaction on December 18, 2024, Jacky Choo See Wee, GCL’s Group Chairman, became a Director on NEKCOM’s Board of Directors.

GCL Obtains Global Publishing Rights for Upcoming Release “ShowaAmerican Story”

GCL’s publishing arm, 4Divinity, has obtained the global publishing rights for NEKCOM’s upcoming game, “Showa American Story.”

The new role-playing game is an enthusiastic love letter to 80s’ pop culture featuring a string of cult classic B-Movies. Playing as 19-year-old stuntwoman, Chouko, gamers will join her on a journey of truth and revenge across a version of North America where the United States is an unofficial colony of Japan.

The game features a free-flowing and brutal combat style where gamers are pitted against monsters and humans in fast-paced combat situations. As Chouko travels across the continent in the big RV she calls home, gamers can create ongoing customizations and upgrades to the camper.

“We are excited for the opportunity to support and encourage game designers’ creativity through this partnership with NEKCOM,” said Sebastian Toke, GCL’s Group CEO. “GCL was drawn to NEKCOM because we believe that its founder and lead producer, Xiangyu Luo, is one of the brightest sparks in China’s gaming industry with great potential, and we look forward to capitalizing on value generating opportunities through the expansion of our global publishing inventory.”

NEKCOM founder Xiangyu Luo also stated, “The collaboration with GCL is a game-changing move. Their proactive attitude, combined with their proven track record, allows us to elevate our vision to a new level. With their support, we are not just developing a game—we are creating Showa American Story, an experience that we believe will resonate with players and thrive in the market.”

The game is currently expected to be released in 2025.

About GCL Global Holdings Ltd

Learn more at http://www.gclglobalholdings.com.

About NEKCOM

NEKCOM, founded in 2011, develops uniquely distinctive, creative, and captivating console and PC games for PS4, PS5, PSVR, XBOX, Nintendo Switch, and Steam. NEKCOM has offices in New York, Los Angeles and a game development center in Wuhan, China. For more information, please visit www.nekcomgames.com.

Forward-Looking Statements

GCL Investor Relations:

Crocker Coulson

[email protected]

(646) 652-7185

Exhibit99.3

GCL Investor Deck February 2024

This presentation and any oral statements made in connection with this presentation shall neither constitute an offer to sell nor the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction . This communication is restricted by law ; it is not intended for distribution to, or use by any person in, any jurisdiction where such distribution or use would be contrary to local law or regulation . No Representations and Warranties This presentation is for informational purposes only and does not purport to contain all of the information that may be required to evaluate a possible investment decision with respect to GCL Global Holdings Ltd . (GCL) or any of its subsidiaries . The recipient agrees and acknowledges that this presentation is not intended to form the basis of any investment decision by the recipient and does not constitute financial investment, tax or legal advice . No representation or warranty, express or implied, is or will be given by GCL or any of their respective affiliates, directors, officers, employees or advisers or any other person as to the accuracy or completeness of the information (including as to the accuracy, completeness or reasonableness of statements, estimates, targets, projections, assumptions or judgments) in this presentation or in any other written, oral or other communications transmitted or otherwise made available to any party in the course of its evaluation of a possible transaction and no responsibility or liability whatsoever is accepted for the accuracy or sufficiency thereof or for any errors, omissions or misstatements, negligent or otherwise, relating thereto . The recipient also acknowledges and agrees that the information contained in this presentation is preliminary in nature and is subject to change, and any such changes may be material . GCL disclaims any duty to update the information contained in this presentation . Forward - looking statements This presentation includes “forward - looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 . GCL’s actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward - looking statements as predictions of future events . Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward - looking statements . These forward - looking statements include, without limitation, GCL’s expectations with respect to future performance . These forward - looking statements also involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results . Factors that may cause such differences include, but are not limited to : ( 1 ) our ability to distribute and publish new and “hit” game titles ; ( 2 ) success in developing and creating game IP ; ( 3 ) our ability to grow and manage growth profitably, maintain relationships with consumers, resellers and game studios and retain key employees ; ( 4 ) success in our strategy to monetize game IP through transmedia ; ( 5 ) ability to develop a technology platform and diversify revenue streams ; ( 6 ) changes in the applicable laws or regulations ; ( 7 ) the possibility that GCL may be adversely affected by other economic, business, and/or competitive factors ; and ( 8 ) other risks and uncertainties that we have identified in our proxy statement/prospectus filed with the U . S . Securities and Exchange Commission (the “SEC”) on December 31 , 2024 , and may identify from time to time in our filings with the SEC . GCL cautions that the foregoing list of factors is not exclusive and not to place undue reliance upon any forward - looking statements, including projections, which speak only as of the date made . GCL undertakes no obligation to and accepts no obligation to release publicly any updates or revisions to any forward - looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based . Industry, Market Data and Partnerships : In this presentation, GCL relies on and refers to certain information and statistics regarding the markets and industries in which GCL competes . Such information and statistics are based on management’s estimates and/or obtained from third - party sources, including reports by market research firms and company filings . While GCL believes that such third - party information is reliable, there can be no assurance as to the accuracy or completeness of the indicated information . GCL has not independently verified the accuracy or completeness of the information provided by the third - party sources . This presentation contains descriptions of certain key business partnerships with GCL . These descriptions are based on GCL management team’s discussion with such counterparties, certain non - binding written agreements and the latest available information and estimates as of the date of this presentation . These descriptions are subject to negotiation and execution of definitive agreements with certain of such counterparties which have not been completed as of the date of this presentation . Financial Information ; Non - GAAP Financial Terms Certain financial information and data contained in this presentation is unaudited and does not conform to Regulation S - X . Accordingly, such information and data may not be included in, may be adjusted in or may be presented differently in, any proxy statement, registration statement, or prospectus to be filed by GCL with the SEC . Some of the financial information and data contained in this presentation, such as EBITDA and adjusted EBITDA are not measures prepared in accordance with United States generally accepted accounting principles (“GAAP”) . GCL believes that these non - GAAP measures of financial results provides useful information to management and investors regarding certain financial and business trends relating to GCL’s financial condition and results of operations and in comparing GCL’s financial measures with other similar companies, many of which present similar non - GAAP financial measures to investors . GCL management does not consider this non - GAAP measure in isolation or as an alternative to financial measures determined in accordance with GAAP . The principal limitation of this non - GAAP financial measure is that it excludes significant expenses and income that is required by GAAP to be recorded in GCL’s financial statements . In addition, it is subject to inherent limitations as it reflects the exercise of judgments by management about which expense and income items are excluded or included in determining this non - GAAP financial measures . In order to compensate for these limitations, management presents this measure (EBITDA) with the most closely related GAAP result (net income) . Trademarks This presentation contains trademarks, trade names and copyrights of GCL and other companies, which are the property of their respective owners. 2 Forward Looking Statements

As Asia’s full - suite gaming group , we offer development, distribution, marketing, and publishing of video games, activation keys, and other entertainment content throughout Asia , Europe , and the U.S. About GCL Prominent partner for international PC & video game publisher & developers Sales & marketing network covers over 2,100+ retail touchpoints (offline and online stores ) Singapore Malaysia Indonesia Philippines Thailand Taiwan South Korea Japan Hong Kong Our well established track record of selling & marketing top - tier video game franchises includes: 3 Presence in Headquartered in Singapore

Our Mission THE ASIAN POWERHOUSE IN GAMES s ENTERTAINMENT “GCL is dedicated to bringing successful video game IPs and entertainment content to a global audience and delivering immersive, high - quality experiences across devices and streaming platforms.”

Experienced Leadership Jacky Choo is a games industry veteran and entrepreneur who has helped shape the PC and video games consoles market in Asia with almost 2 decades of experience in the business. A media owner in his twenties with a Singapore games publication, he secured the exclusive distribution rights for Grand Theft Auto IV in Asia, generating over US$1.8 million in sales on launch day. Since then, his deep industry insight has fostered strategic, multi - year partnerships with top publishers, launching triple - A titles like Red Dead Redemption 2, the Yakuza series, Cyberpunk 2077, Hogwarts Legacy and Elden Ring. As the founder of GCL, Jacky has spearheaded expansion across Asia, launching offices in key markets to address new initiatives in games publishing and development. Sebastian is a seasoned professional from the investment and finance field with more than 16 years of experience across the Asia Pacific Region. He is experienced in the field of Private Equity, Capital Markets and portfolio management. Sebastian started his career as a sales trader in equities and Fixed Income in a trading house. He moved onto BNP Paribas as a Fixed income trader and built the trading desk within BNP Paribas for London and New York markets before moving onto Nomura Bank as the Asian head of Fixed income and rates structured products. In his last role, Sebastian was the head of investments for a boutique private equity firm looking at M&A and private equity opportunities from a sector agnostic approach. Ooi Chee Eng is an experienced Chartered Accountant who came onboard with experiences earned from working across various industries such as shipping, real - estate and trading. He is well - versed with regional and local accounting & finance, taxation, company secretarial matters, treasury and cash management, Human Resource administration, compensation and benefits. His previous positions include having worked as Chief Financial Officer, VP Finance and Group Financial Controller in multiple SGX listed companies. Beside his knowledge on financial accounting, taxation, corporate secretarial matters, fund - raising and treasury, he has also worked on cross - border transactions including merger and acquisitions and joint ventures. Clement is an entrepreneurial leader with strong operational skills in building and leading agile teams in both startups and MNCs globally. Clement started the first half of his career in the UK & EMEA region in strategy and thereafter continued in the Asia Pacific region by launching his own startups. He has hyper scaled multiple businesses through technology and strategic partnerships. Clement has successfully operated both B2B and B2C businesses across the e - commerce, travel and technology sectors. One of the tech startups which he built from scratch, has won multiple awards such as Fast Company’s 'World’s 50 Most Innovative Companies' and the Singapore Tourism Board’s Best Business Innovation Award. Jian Hao has successfully solidified his position as one of the biggest YouTube personalities in the South - East Asia Region and the number #1 YouTuber/Content Creator in Singapore. After hitting the 3 million mark in 2019, his channel has continued to grow exponentially, a following of over 6 million subscribers and counting to date. Besides his own channel, Jian Hao Tan has started and continues to play an integral part in many other YouTube channels such as Ladies First, Jebbey family and titan gamers until today. Apart from his booming YouTube career, Jian Hao Tan is also the most followed influencer in Singapore. In 2016, he was listed as one of Forbes’ Top 30 under 30 for his accomplishments as a both content creators as well as an entrepreneur. Jacky Choo Group Chairman Sebastian Toke Group CEO Ooi Chee Eng Group CFO Clement Wong Group COO Jian Hao Tan Titan Digital Media CEO Keith Liu is accomplished in technology, gaming, and consumer marketing sectors with extensive experience in strategic planning, go - to - market execution and business development. He leads GCL’s regional campaigns and works closely with global game publishers and studios, overseeing partner management and fostering long - term relationships. At Lenovo, Keith led global launch of handheld devices and PCs. Earlier, as Head of Media & Games at Nokia Asia Pacific, he launched the N - Gage gaming platform, shifting Nokia from hardware to gaming SAAS. As Technology Editor at CNBC Asia Pacific, he began his career producing and presenting technology news for top business channel. Kieth earned a First - Class Honours degree in Communications from University Science Malaysia. Keith Liu Deputy CEO/CMO 5

Investment Highlights 1 2 4 5 Full - service development, publishing, distribution, and marketing ecosystem creates efficiencies Leveraging media landscape to expand IP’s reach and value through transmedia Veteran leadership executing global industry vision 3 Extensive distribution portfolio of gaming entities and services maximizes monetization in Asian markets Growing presence as a game developer to drive growth and margin expansion 6

Our Core Business Segments Distribution 20 14 20 18 20 22 20 23 20 24/ 25 B2B 7 7 Content Creation Marketing B2C Game Publishing B2C Digital Game Store B2C Game Development B2C Peripherals B2C

Ecosystem Strategy Dominating the major components of the video gaming industry by moving up the value chain Now Consumer Hardware Game Studios Retail Stores (physical & digital) Game distributors Game Publishers Consumer Hardware Game Studios Retail Stores (physical & digital) Game distributors Game Publishers Post - IPO Game IP Creation Gross profit margins from downloads in Steam Physical package & Activation Keys Acquisition target Platform distributing Activation Keys Leading distributor in gaming & IT hardware Higher margins 8 Market channel dominance

Awareness and understanding of the constantly shifting market dynamics empowers GCL to easily assess and validate the value & lifecycle of game IPs. Sales, marketing, and IP stakeholders provide valuable reservoir of game data. 01 02 03 04 05 Publishing Game Studio Distribution Content Creation & Marketing Retail Continuous Feedback Ecosystem Mechanics Feedback enables GCL to strategically navigate the market and drive sustainable growth. 9

• Extensive regional networks of resellers & physical locations. • Asian publishing rights for digital distribution of top - selling games such as Grand Theft Auto V, Cyberpunk 2077 & Sonic X Shadow Generations . • First port of call for games to be sold in Asia with growing reputation for global services • Our comprehensive market data and regional distribution networks across opaque & fragmented Asian payment and cultural landscape limits new market entrants. GCL’s Competitive Advantages High Barriers to Entry 10 Authority on Market Dynamics Established Partnerships Global Distribution Reach • Almost two decades of data on industry trends & market demographics positions GCL as leading player. • Localized strategies for numerous global game publishers & studios maximizes reach & engagement • Leading channel distributor for Sega , Take - Two , CD Projekt Red , and Warner Bros. console games. • Partnership with Cube Game offers significant market share potential .

Piracy Regional Regulation & Variation Digital Distribution Complexities Resolving Industry Pain Points As the only full - suite gaming group in Asia, we’re uniquely equipped to drive game production through the life cycle Artistic Vision Technical Application Market Demand Investment Localization Anti - Piracy Solutions Quality Assurance Game Publishing Goods & Merchandise Content Creation All Medium Marketing Marketing & Advertising Digital Distribution Physical Distribution ECOSYSTEM 11 Marketing Challenges

Worldwide Gaming Population (Console + PC) US $92.3 billion GCL’s Addressable Market US $30.2 billion 1. @Newzoo | Global Games Market Report | October 2023 Newzoo.com/games - market - reports - forecasts 2. www.Newzoo.com/resources/trend - reports/pc - console - gaming - report - 2023 Significant Market Opportunity Target Gaming Market 1 By 2026 the game industry is projected to surpass US $200+B +4.0% Total market CAGR 2023 - 2026 Global Games Market Forecast 2 (Console, PC, & Mobile) 12

▪ Increasing integration and cross - platform compatibility between gaming ecosystems. ▪ Consumer shift from physical to digital games. Game Market Dynamics Game Distribution Market Drivers Positioned to Capitalize on Game Trends Asia Source of Innovation For New Games ▪ Indie & premium games are on the rise in Asia, like Black Myth: Wukong, which sold 25m copies globally and was distributed by GCL in Asia. 1 ▪ Largest native language group using Steam is now Chinese 2 and GCL is distributing > 50 - 60% of the digital keys in China. ▪ Boosting digital sales through scalable platforms ensures broad reach and sustained revenue streams. ▪ Cube Game partnership consolidates sales channels; enables real - time activation key sales & expands digital market share. ▪ Strategically positioned to continue publishing indie games across fragmented Asian market ▪ Leveraging established platform, 2Game, captures opportunity as landscape shifts to digital games. 1. https://gameworldobserver.com/2025/01/31/black - myth - wukong - 25m - copies - sold - merchandise - china 2. technode.com/2024/03/05/simplified - chinese - overtakes - english - as - the - most - commonly - used - language - on - steam/

New Digital Marketplace Will Drive Market Share Capture PC Gamers Channels Third - party retailers An innovative solution, “Playcube” 1 digital platform when fully developed is expected to provide a centralized alternative to streamline the sale of game keys in Asia with enhanced piracy safeguards and the potential to significantly expand GCL’s market share B2B DEMAND OF DIGITAL KEY S ( reselle r distributes to) SUPPLY OF DIGITAL KEYS (uploaded by) 1. Playcube is currently in beta testing. 2. Publisher logos are for illustration purposes only. 14

Merchandise Netflix Series Books Games Strategy to Monetize Game IP Through Transmedia Adapting rich source material from game IP to film, television, comics, etc., leveraging promotional opportunities across the media landscape to boost revenues, deepen engagement & expand the reach of the franchise. IPs 15

End - to - End Value Chain Full - suite gaming ecosystem GCL Subsidiaries q D I Y I N 1 T Y GAME Physical & Digital Game Distribution excludes publishing biz Game Publishing & IP Management Cont e nt Creation & Marketing + Social Commerce Digita I Game Platform Game Codes & Community Market Comps u ) Play lnterac'tive> ¥"”'¥ F O C U S E N T E ft T A I H M E N T gushcloud g*} HEYBgX $g} † g'$ ƒ " CDHe}¿s

Strategic Growth Drivers 17 Enhance IP I monetization through transmedia Invest in original IP and in - house game development studios , Scale innovative t digital pla0orms Bolt - on strategic acquisitions , Revenue stream 4 expanston

Revenue & Non - GAAP Adjusted EBITDA (US #ofiars in millions) 18 FY23 +26.0% - Revenue - • - EBITDA FY24* Fiscal year ends 31 Mar *FY24 Non - GAAP EBITDA negatiYely impacted by non<e0urring Pansac0on expenses from the business combination. See the Appendix for the definition of each non - GAAP measure as well as the corresponding GAAP to Non - GAAP reconciliations. +41.0 % $50.9 $36.1 1H FY24 v Revenue 1 H FY25 • • • • EBITDA

1g FY2024 Revenue by Segment \ US dollars in mï//ïons) $97.5M Total Revenue FY2024 2Game Segment; $32M OAM E """"""""""""""""""""""""" - . Publishing Segment; $3M 4 U Z V I N J "I" Y Titan Segment; $3M IT}g,ggj Distribution Segment; t60M

Investment Summary 1 2 3 4 5 End - to - end value chain includes developing, publishing, and marketing a growing portfolio of games, key codes, and related products Almost two decades of industry data and expertise means high barriers for potential new competing entrants Capitalizing on fast - growing but fragmented and underserved Asia market Proven management team with deep industry expertise Growth & margin expansion strategies include scaling digital platforms, IP monetization, acquisitions, & expanding game development capabilities

APPENDIX

Balance Sheet (US dollars) 22

2023 2024 REVENUES 36,047,105 $ 50,905,030 $ Revenues 41,464 675 Revenues, a related party 36,088,569 50,905,705 TOTAL REVENUES COST OF REVENUES (25,401,903) (36,579,493) Cost of revenues (4,835,828) (7,308,820) Cost of revenues, related parties (30,237,731) (43,888,313) TOTAL COST OF REVENUES 5,850,838 7,017,392 GROSS PROFIT OPERATING EXPENSES (1,266,421) (1,219,251) Selling and marketing (6,590,726) (6,878,939) General and administrative (7,857,147) (8,098,190) Total operating expenses (2,006,309) (1,080,798) LOSS FROM OPERATIONS OTHER INCOME (EXPENSE) 1,095,157 356,921 Other income, net (254,172) (359,624) Interest expense, net (681,000) 270,615 Change in fair value of contingent consideration for acquisition 159,985 267,912 TOTAL OTHER INCOME, NET (1,846,324) (812,886) LOSS BEFORE INCOME TAXES (16,168) 10,444 BENEFIT (PROVISION) FOR INCOME TAXES (1,862,492) (802,442) NET LOSS (332,096) (290,155) Less: net loss attributable to non - controlling interests (1,530,396) (512,287) NET LOSS ATTRIBUTABLE TO GCL GLOBAL LIMITED'S SHAREHOLDERS (1,862,492) (802,442) NET LOSS OTHER COMPREHENSIVE LOSS (58,132) (12,492) Foreign currency translation adjustments (1,920,624) (814,934) COMPREHENSIVE LOSS (329,055) (292,178) Less: total comprehensive loss attributable to noncontrolling interests (1,591,569) $ (522,756) $ Total comprehensive loss attributable to GCL Global Limited's shareholders (0.06) $ (0.02) $ LOSS PER SHARE - BASIC AND DILUTED, ORDINARY SHARES WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES OUTSTANDING 25,896,000 25,916,468 Basic and diluted 23 For the Six Months Ended September 30, Income Statement (US dollars)

Reconciliation of Non - GAAP to GAAP Measures (unaudited) (US dollars) 24

THE ASIAN POWERHOUSE IN GAMES s ENTERTAINMENT