GCL 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 July 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 ☐
Close of Subsidiary’s Cash Offer forBan Leong Technologies Limited
As previously announced, Epicsoft Asia Pte. Ltd. (the “Offeror”), an indirect wholly-owned subsidiary of GCL Global Holdings Ltd. (the “Company”), made a voluntary cash offer (the “Offer”) of S$0.6029 per share (approximately US$0.4580 per share, the “Offer Price”) 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”) pursuant to Rule 15 of the Singapore Code on Take-overs and Mergers (“Code”).
On July 2, 2025, the Offeror made an announcement (the “Announcement”) that the Offer has closed as of 5:30 pm (Singapore time) on July 2, 2025, and that the Offeror will proceed to compulsorily acquire the Shares not acquired under the Offer at the Offer Price, and following the compulsory acquisition, delist Ban Leong from the Singapore Stock Exchange. A copy of the Announcement is attached hereto as Exhibit 99.1, and is incorporated by reference. The foregoing description of the Offer is subject to, and qualified in its entirety, by such document.
On July 2, 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
| 99.1 | Close of Offer Announcement made by Epicsoft Asia Pte. Ltd. in Singapore, dated July 2, 2025. |
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| 99.2 | Press release issued by GCL Global Holdings Ltd., dated July 2, 2025. |
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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: July 2, 2025 | ||
|---|---|---|
| GCL Global Holdings Ltd. | ||
| By: | /s/ Sebastian Toke | |
| Name: | Sebastian Toke | |
| Title: | Group CEO |
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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)
CLOSE OF OFFER AND FINAL LEVEL OF ACCEPTANCES
| 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) (“Offer Shares”)<br>in the capital of Ban Leong Technologies Limited (the “Company” or “Ban Leong”), in accordance with<br>Rule 15 of The Singapore Code on Take-overs and Mergers (“Code”); |
| --- | --- |
| (b) | the announcement dated 21 May 2025 by the Offeror in relation to the despatch of the notification (“Notification”)<br>of the 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; and |
| --- | --- |
| (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 (“CA Announcement”). |
| --- | --- |
| 1.2 | Unless otherwise defined, capitalised terms in this Announcement shall bear the same meaning as set out<br>in the Offer Document. |
| --- | --- |
| 1.3 | Electronic copies of the Offer Document and all announcements in relation to the Offer and other related<br>documents are available on the website of the SGX-ST at www.sgx.com. |
| --- | --- |
| 2. | CLOSE OF THE OFFER |
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The Offeror wishes to announce that the Offer has closed at 5.30 p.m. (Singapore time) on 2 July 2025.
Accordingly, the Offer is no longer open for acceptance and any acceptances received after 5.30 p.m. (Singapore time) on 2 July 2025 will be rejected.
| 3. | FINAL LEVEL OF ACCEPTANCES OF THE OFFER |
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Pursuant to Rule 28.1 of the Code, the Offeror wishes to announce that:
| 3.1 | Acceptances of the Offer |
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Based on information provided to the Offeror, as at 5.30 p.m. (Singapore time) on 2 July 2025, the Offeror has received, pursuant to the Offer, valid acceptances in respect of 104,122,998 Offer Shares, representing approximately 96.59% of the total number of issued Shares^1^.
Based on information available to the Offeror, the above-mentioned acceptances include an aggregate of 30,318,400 Shares (representing approximately 28.13% of the total number of issued Shares) tendered in acceptance of the Offer by Mr Teng Woo Boon Ronald, the Managing Director of the Company and his wife, Ms Teo Su Ching, pursuant to the Irrevocable Undertakings. Please refer to the Offer Document for further details of the Irrevocable Undertakings.
| 3.2 | Shares held before the Offer Period |
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As at 30 April 2025, being the Offer Announcement Date, the Offeror and its Concert Parties do not own or control any Shares.
| 3.3 | Shares acquired or agreed to be acquired during the Offer Period |
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From the Offer Announcement Date and up to 5.30 p.m. (Singapore time) on 2 July 2025, save for the acceptances received pursuant to the Offer stated in paragraph 3.1 above, representing approximately 96.59% of the total number of issued Shares, neither the Offeror nor any of its Concert Parties (based on information available to the Offeror as at 5.30 p.m. (Singapore time) on 2 July 2025) has acquired or agreed to acquire any further Shares.
| 3.4 | Aggregate Holdings |
|---|
Accordingly, based on information available to the Offeror, as at 5.30 p.m. (Singapore time) on 2 July 2025, the Offeror and its Concert Parties owned, controlled or have agreed to acquire (including by way of valid acceptances of the Offer) an aggregate of 104,122,998 Shares, representing approximately 96.59% of the total number of issued Shares.
| ^1^ | Unless otherwise stated, references in this Announcement<br>to the total number of issued Shares shall be based on a total of 107,796,700 Shares in issue (excluding 8,703,300 treasury shares and<br>681,818 returned shares) as at the date of this Announcement. Percentage figures have been rounded to the nearest two (2) decimal places. |
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| 4. | RIGHT OF COMPULSORY ACQUISITION UNDER THE COMPANIES ACT |
|---|---|
| 4.1 | Compulsory Acquisition by Offeror pursuant to Section 215(1) of the Companies Act |
| --- | --- |
Pursuant to Section 215(1) of the Companies Act, if the Offeror receives valid acceptances pursuant to the Offer (or otherwise acquires Shares during the period when the Offer is open for acceptance) in respect of not less than 90% of the total number of issued Shares (excluding treasury shares and other than those already held by the Offeror, its related corporations or their respective nominees and any person or body corporate falling within the meaning of Section 215(9A)^2^ of the Companies Act as at the date of despatch of the Offer Document (“DespatchDate”)), the Offeror will be entitled to exercise the right to compulsorily acquire, at the Offer Price, all Offer Shares held by Shareholders who have not accepted the Offer (“Dissenting Shareholders”).
As stated in the CA Announcement, the Offeror has received valid acceptances pursuant to the Offer which amount to not less than 90% of the total number of issued Shares (excluding treasury shares and other than those already held as at the Despatch Date by the Offeror and its related corporations (or their respective nominees) or any person or body corporate falling within the meaning of Section 215(9A) of the Companies Act. Accordingly,the Offeror is entitled to and intends to exercise its right of compulsory acquisition under Section 215(1) of the Companies Act to compulsorilyacquire all the Shares of the Dissenting Shareholders at the Offer Price.
The Offeror will, in due course, despatch to the Dissenting Shareholders the relevant documentation together with the prescribed notice under the Companies Act in relation to the exercise of its right of compulsory acquisition.
Subsequent to such compulsory acquisition,the Offeror will proceed to delist the Company from the SGX-ST.
| 4.2 | Dissenting Shareholders’ rights under Section 215(3) of the Companies Act |
|---|
As stated in the CA Announcement, as the Offeror has received valid acceptances pursuant to the Offer which, together with the Shares held by the Offeror, its related corporations and their respective nominees, comprise 90% or more of the total number of issued Shares, the Dissenting Shareholders will have the right under and subject to Section 215(3) of the Companies Act, to require the Offeror to acquire their Shares at the Offer Price.
As the Offeror will proceed tocompulsorily acquire the Shares of the Dissenting Shareholders, the Dissenting Shareholders need not take any action in relation to theirrights under Section 215(3) of the Companies Act. The Dissenting Shareholders who wish to exercise such a right or who are in any doubtas to their position are advised to seek their own independent legal advice.
| ^2^ | For the purpose of Section 3.1 above, any person or body corporate falling within the meaning of Section<br>215(9A) of the Companies Act refers to, inter alia: |
|---|---|
| (a) | a person who is accustomed or is under an obligation whether formal or informal to act in accordance with<br>the directions, instructions or wishes of the Offeror in respect of the Company; |
| --- | --- |
| (b) | a person whose directions, instructions or wishes the Offeror is accustomed or is under an obligation<br>whether formal or informal to act in accordance with, in respect of the Company; or |
| --- | --- |
| (c) | a body corporate that is controlled by the Offeror or a person mentioned in paragraph (a) or (b) above. |
| --- | --- |
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| 5. | LOSS OF FREE FLOAT, TRADING SUSPENSION AND OFFEROR’S INTENTIONS FOR THE COMPANY |
|---|---|
| 5.1 | Under Rule 1105 of the Listing Manual, as the Offeror has received valid acceptances pursuant to the Offer<br>which result in the Offeror and its concert parties holding more than 90% of the total number of issued Shares (excluding treasury shares),<br>the SGX-ST may suspend the trading of the Shares on the SGX-ST until such time when the SGX-ST is satisfied that at least 10% of the total<br>number of issued Shares (excluding treasury shares) are held by at least 500 Shareholders who are members of the public. Under Rule 1303(1)<br>of the Listing Manual, where the Offeror succeeds in garnering acceptances exceeding 90% of the total number of issued Shares (excluding<br>treasury shares), thus causing the percentage of the total number of issued Shares (excluding treasury shares) held in public hands to<br>fall below 10%, the SGX-ST will suspend trading of the Shares at the close of the Offer. |
| --- | --- |
| 5.2 | Rule 723 of the Listing Manual requires the Company to ensure that at least 10% of the total number of<br>issued Shares is at all times held by the public (“Free Float Requirement”). In addition, under Rule 724(1) of the<br>Listing Manual, if the Company fails to satisfy the Free Float Requirement, the Company must, as soon as practicable, announce that fact<br>and the SGX-ST may suspend trading of all the Shares. Rule 724(2) of the Listing Manual further provides that the SGX-ST may allow the<br>Company a period of three months, or such longer period as the SGX-ST may agree, for the percentage of the total number of issued Shares<br>(excluding treasury shares) held by members of the public to be raised to at least 10%, failing which the Company may be delisted from<br>the SGX-ST. |
| --- | --- |
| 5.3 | As stated in the CA Announcement, as the Free Float Requirement is no longer satisfied, the SGX-ST will<br>suspend trading of the Shares at the close of the Offer, and as stated in the Offer Document, the Offeror has no intention to support<br>any action or take any steps for any such trading suspension by the SGX-ST to be lifted or to restore the public float. |
| --- | --- |
In addition, as stated in the Offer Document and in paragraph 4.1 above, the Offeror intends to exercise its right under Section 215(1) of the Companies Act to compulsorily acquire all the Offer Shares not acquired under the Offer. The Offeror will then proceed to delist the Company from the SGX-ST.
| 6. | RESPONSIBILITY STATEMENT |
|---|
The sole director of the Offeror and the directors of GGPL (including those who may have delegated detailed supervision of the preparation of this Announcement) have taken all reasonable care to ensure that the facts stated and all opinions expressed in this Announcement are fair and accurate and that there are no other material facts not contained in this Announcement, the omission of which would make any statement in this Announcement misleading, and they jointly and severally accept responsibility accordingly.
Where any information has been extracted or reproduced from published or otherwise publicly available sources or obtained from the Company (including without limitation, relating to the Company and its subsidiaries), the sole responsibility of the sole director of the Offeror and the directors of GGPL has been to ensure, through reasonable enquiries, that such information is accurately and correctly extracted from such sources or, as the case may be, accurately reflected or reproduced in this Announcement.
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Issued by
EPICSOFT ASIA PTE. LTD.
2 July 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.
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Exhibit 99.2
GCL Announces Close of Subsidiary’s Offerfor Ban Leong Technologies Limited with Compulsory Acquisition and Delisting to follow
| ● | As of 5:30 p.m. (Singapore time) on July 02, 2025, the offer has closed and GCL’s indirect subsidiary,Epicsoft Asia Pte. Ltd. (the “Offeror”) owns, controls, or has agreed to acquire an aggregate of 104,122,998 Shares representingapproximately 96.59% of the total number of issued Shares of Ban Leong Technologies Limited. |
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SINGAPORE – July 02, 2025 – GCL Global Holdings Ltd (NASDAQ: GCL) (“GCL”), a leading provider of games and entertainment and the indirect parent company of the Offeror, today announced that the voluntary unconditional cash offer for Ban Leong Technologies Limited (“Ban Leong”) has closed and any acceptances received after the close of the offer will be rejected.
To date, the Offeror has received valid acceptances in respect of 104,122,998 Shares, representing approximately 96.59% of the total number of issued Shares^1^. These acceptances include an aggregate of 30,318,400 Shares (representing approximately 28.13% of the total number of issued Shares) tendered in acceptance of the offer by Mr. Teng Woo Boon Ronald, the Managing Director of the Company and his wife, Ms. Teo Su Ching.
The Offeror now owns, controls, or has agreed to acquire an aggregate of 104,122,998 Shares representing approximately 96.59% of the total number of issued Shares of Ban Leong.
As the percentage of the total number of issued Shares (excluding Shares held in treasury) held in public hands has fallen below 10% (the "Free Float Requirement") as required by the Singapore Exchange Securities Trading Limited (“SGX-ST” or the “Singapore Stock Exchange”), the Singapore Stock Exchange will suspend trading of the Shares at the close of the offer. As previously announced, the Offeror has no intention to support any action or take any steps for any such trading suspension by the SGX-ST to be lifted or to restore the public float. Instead, the Offeror intends to exercise its right to compulsorily acquire all the offer shares not acquired under the offer. Following such compulsory acquisition, the Offeror will proceed to delist Ban Leong from the Singapore Stock Exchange.
This press release should be read in conjunction with the full text of the announcement filed by the Company on a Form 6-K, on July 02, 2025, available on the Securities and Exchange Commission (“SEC”) website at www.sec.gov.
No Offer or Solicitation
This news release is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.
| ^1^ | Unless otherwise stated, references in this Announcement<br>to the total number of issued Shares shall be based on a total of 107,796,700 Shares in issue (excluding 8,703,300 treasury shares and<br>681,818 returned shares) as at the date of this Announcement. Percentage figures have been rounded to the nearest two (2) decimal places. |
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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 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 the company and its subsidiaries are the wholesale and distribution of computer peripherals, accessories and other multimedia products. It distributes a wide range of technology products, with key segments that include IT accessories, gaming, multimedia, smart technology and commercial products. The company 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 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.
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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 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
(646) 652-7185
Directors’ Responsibility Statement pursuantto the Singapore Code on Take-overs and Mergers
The sole director of the Offeror and the directors of GGPL (including those who may have delegated detailed supervision of the preparation of this press release) have taken all reasonable care to ensure that the facts stated and all opinions expressed in this press release are fair and accurate and that there are no other material facts not contained in this press release, the omission of which would make any statement in this press release misleading, and they jointly and severally accept responsibility accordingly.
Where any information has been extracted or reproduced from published or otherwise publicly available sources or obtained from Ban Leong (including without limitation, relating to Ban Leong and its subsidiaries), the sole responsibility of the sole director of the Offeror and the directors of GGPL has been to ensure, through reasonable enquiries, that such information is accurately and correctly extracted from such sources or, as the case may be, accurately reflected or reproduced in this press release.
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