UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

AMENDMENT NO. 2

FORM 20-F/A

(Mark One)

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

Commission File Number: 001-42523

GCL GLOBAL HOLDINGS LTD.

(Exact name of Registrant as specified in its charter)

Not applicable		Cayman Islands
(Translation of Registrant’s name into English)		(Jurisdiction of incorporation or organization)

Sebastian Toke

29 Tai Seng Avenue #02-01

Natural Cool Lifestyle Hub

Singapore 534119

65 80427330
ir.gclglobalholdings.com

(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary Shares, $0.0001 par value per share	GCL	Nasdaq Global Select Market
Warrants, each exercisable for one Ordinary Share at an exercise price of $11.50 per share	GCLWW	Nasdaq Capital Market

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of issued and outstanding shares of each of the issuer’s classes of capital or ordinary shares as of March 31, 2025 was 126,276,372 and 121,947,978 ordinary shares, respectively.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Emerging growth company	☒

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

†	The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting over Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☒

International Financial Reporting Standards as issued by the International Accounting Standards Board ☐

Other ☐

If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐

EXPLANATORY NOTE

GCL Global Holdings Ltd. (the “Company”) is filing this Amendment No. 2 on Form 20-F/A (this “Form 20-F/A”) to amend its Annual Report on Form 20-F for the year ended March 31, 2025 filed with the Securities and Exchange Commission (the “SEC”) on July 31, 2025, as amended by Amendment No. 1 on Form 20-F/A filed on April 9, 2026 (the “Original Filing”). We are filing this Form 20-F/A to amend Item 5 of the Original Filing. This Form 20-F/A includes new certifications contained in Exhibits 12.1 and 12.2, from the Company’s Group Chief Executive Officer and Group Chief Financial Officer, dated as of the date of filing of this Form 20-F/A.

Except as described above, no other information included in the Original Filing is being amended or updated by this Form 20-F/A and, other than as described herein, this Form 20-F/A does not purport to reflect any information or events subsequent to the Original Filing. This Form 20-F/A continues to describe the conditions as of the date of the Original Filing and, except as expressly contained herein, we have not updated, modified or supplemented the disclosures contained in the Original Filing. Among other things, forward-looking statements made in the Original Filing have not been revised to reflect events, results, or developments that have occurred or facts that have become known to us after the date of the Original Filing, and such forward-looking statements should be read in their historical context. Accordingly, this Form 20-F/A should be read in conjunction with the Original Filing and with our filings with the SEC subsequent to the Original Filing.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

Unless the context otherwise requires, for purposes of this section, the terms “Company,” “we,” “us,” “our,” refer to GCL Global Holdings Ltd. collectively with its subsidiaries, while the term “GCL Global” refers to GCL Global Limited. Collectively with its subsidiaries prior to closing of the business combination (the “Business Combination”) with RF Acquisition Corp. (“RFAC”) on February 13, 2025. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements that appear in this annual report. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this annual report, particularly in “Risk Factors.” All amounts in included in the fiscal years ended March 31, 2025, 2024, and 2023(“Annual Financial Statements”) are derived from our audited consolidated financial statements included elsewhere in this annual report. These Annual Financial Statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles, or U.S. GAAP.

5A. Operating Results

Overview

GCL is a holding company incorporated as an exempted company under the laws of the Cayman Islands. As a holding company with no material operations on its own, we conduct all our operations through our subsidiaries in Singapore, Hong Kong, Malaysia, China, the United Kingdom, Japan, Brazil, and Dubai.

We are a marketer, distributor, publisher and developer of video games and entertainment content sold in Asia, Europe, the U.S. and Latin America. We sell and distribute to retailers and consumers in Asia physical and digital copies of video games through physical retailers, such as Sony PlayStation stores in Japan, as well as online channels in Singapore, Hong Kong, Malaysia, Japan, South Korea, Taiwan, Thailand, Indonesia, the Philippines and other Asian countries. Over 86.8% ,93.3%, and 87.9% of our total consolidated revenue for the years ended March 31, 2025 and 2024 and 2023, respectively, was derived from sale of either games on consoles such as Sony PlayStation, Microsoft Xbox, Nintendo Switch and PCs to retailers, or game codes via electronic delivery to retailers or end-users through email or download. We also have our own production studio and an advertising agency, providing media and content advertising services for small and medium-sized enterprises (the “SMEs”) and government agencies. In September 2022, we formed a subsidiary dedicated to our game publishing business investing in upcoming game titles as either a publisher or a co-publisher for the global market.

We derive revenues from (i) distribution and sale of console game, hardware, and accessories; (ii) game publishing; (iii) media advertising services; and (iv) others. The total revenue increased by $44.5 million, or 45.7% to approximately $142.1 million for the year ended March 31, 2025 from approximately $97.5 million for the same period in 2024. This increase in revenue was primarily attributable to the approximately $32.2 million increased sales from console game, hardware, and accessories and increase of approximately $12.6 million in game publishing revenue. The total revenue increased by $20.1 million, or 25.9%, to approximately $97.5 million for the year ended March 31, 2024 from approximately $77.4 million for the same period in 2023. This increase in revenue was primarily attributable to the approximately $22.9 million increased sales from console game, hardware, and accessories and offset by decrease of approximately $2.7 million in game publishing revenue.

Key Factors that Affect Operating Results

Our business, financial condition and results of operations have been, and are expected to continue to be, affected by a number of factors, which primarily include the following:

Distribution arrangements with game publishers and studios to sell “hit” game titles

We derive our revenue primarily from sales to retailers and consumers of console games and game codes and distributing gaming content that are compatible with major gaming consoles and PCs to resellers. We sold 50, 51 and 44 new game titles in addition to back catalog games during the fiscal year ended March 31, 2025, 2024 and 2023, respectively. We have forged multi-year distribution deals with international video game publishers and studios to sell selected game titles within certain territories in Asia. We have sold more than 14.1 million of physical and digital copies of video games during the past three fiscal years. Our success will continue to depend on our ability to obtain the distribution rights for “hit” game titles which can create sequels and incremental revenue opportunities through add-on content and merchandise. The success of the games we distribute also depends, in part, on unpredictable and constantly changing factors beyond our control including consumer preferences and spending habits, competing games and the availability of other entertainment experiences. Our ability to negotiate with resellers and platform partners, and to add sales channels in territories outside of the countries we currently distribute games can determine our continued success in the game distribution business.

Growth in the game publishing business and game IP development

4Divinity was formed in 2022 as a Group Subsidiary dedicated to games publishing and game development. As of the date of this Report, GCL Group has either published or co-published a total of twelve game titles, generating publishing revenue from digital sales of games sold on the Steam, Xbox and PlayStation platforms. Our success in growing the game publishing business will depend on our ability to identify global game designing talents, and partner with game developers, publishers, and brand owners to create original content and entertainment properties. To further expand our game titles offerings, we have started extensive planning of a large scale game development project since early 2024. For instance, in December 2024, Nekcom signed a publishing agreement with us appointing 4Divinity as Nekcom’s global publisher and distributor of the upcoming game Showa American Story, excluding certain regions previously licensed to other parties. In the future, we plan to have a large and diversified library of game titles that would come from internally developed game IP. Our success in developing game IP will depend on our ability to raise adequate funding required for the projects.

Risks associated with operating and investing in Asia

We derive a significant portion of revenue from our operations in Asia. Following our acquisition of Ban Leong, we will have operations in Thailand and expanded operations in Malaysia. Our operations and investments in Asia are subject to various risks related to the economic, political, and social conditions of the countries in which we operate. We intend to continue to develop and expand our business and penetration in the region and outside of Asia.

Recent Development

Business Combination

On February 13, 2025, we consummated the business combination contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated October 18, 2023, as amended on December 1, 2023, December 15, 2023, January 31, 2024, and September 30, 2024. As contemplated by the Merger Agreement, the business combination was effected by the merger of RFAC and GCL and its subsidiaries into wholly owned subsidiaries of the Company.

Convertible Notes

Between September and December 2024, we entered into convertible note (“Convertible Note “) purchase agreements with accredited investors for an aggregate principal amount of $33,025,000. The Convertible Notes were converted into 7,338,887 ordinary shares at the closing of the Business Combination on February 13, 2025, based on a $4.50 per share conversion price. In connection with the conversion, an additional 2,201,665 ordinary shares were issued and placed in escrow for three years as Bonus Shares, subject to release to the investors or cancellation by the Company based on the number of shares held by investors at the end of each of the following three years.

On May 21, 2025, we entered into a Securities Purchase Agreement with an investor for the issuance of a senior unsecured convertible note with an initial principal amount of $2,900,000 issued at a discount for a purchase price of $2,610,000. The note bears interest at 6% per annum, increasing to 18% upon default, and the Company may elect to settle interest payments in cash, ordinary shares, or a combination thereof, subject to specified equity conditions. The note is convertible at the holder’s discretion into our ordinary shares at a fixed price of $2.16 per share, subject to customary anti-dilution adjustments. The agreement also provides the investor with the right to purchase up to an additional $42,600,0000 in convertible notes, in specified increments, which may provide additional liquidity if exercised.

Acquisition of additional controlling interest in 2Game

Pursuant to the Share Sale and Purchase Agreement dated March 19, 2025 (the “2Game SPA”) by and among GCL Global SG and the 2Game Sellers, GCL Global SG purchased from the 2Game Sellers 1,000 shares of 2Game (the “Sale Shares”) for $1,200,000, resulting in GCL Global SG currently holding 61% equity interests of 2Game. The 2Game SPA contains certain financial performance targets for 2Game over the next three years starting and including fiscal year 2026. Pursuant to the terms of the 2Game SPA, in the event that 2Game fails to generate at least $70,000,000 of revenue and net profit after tax of at least $2,500,000 during fiscal year 2026, the 2Game Sellers will be required to buy back the Sale Shares for $1,272,000. In the event that the financial targets for fiscal year 2026 are met, GCL Global SG will have the right to require the 2Game Sellers to buy back the Sale Shares for $1,272,000.

OCBC Warrant

In connection with that certain Facility Letter dated as of October 1, 2024, as supplemented by the Supplemental Letter dated as of March 12, 2025 and July 7, 2025 between Epicsoft Asia Pte. Ltd. (the “Borrower”), a wholly-owned subsidiary of GCL Global Holdings Ltd. (the “Company” or “GCL”), and Oversea-Chinese Banking Corporation Limited (“OCBC”) for a financing of up to SGD5,000,000 (the “Facility Agreement”), the Company issued to OCBC a warrant (the “OCBC Warrant”) to purchase up to 899,281 ordinary shares of the Company (the “Warrant Shares”) at an exercise price of US$4.17 per share (the “Exercise Price”) to meet one of the conditions precedent for the Borrower to draw down funds under the Facility Agreement. The aggregate Exercise Price payable for the total number of Warrant Shares purchasable under the Warrant shall be US$3,750,000, and shall first be used to repay all principal, interest and other amounts outstanding under the Facility Agreement with the remainder, if any, for the Borrower’s working capital. The Warrant was issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). On July 29, 2025, the Company and OCBC entered into Amendment No. 1 to the Warrant (the “Amendment”) to clarify their commercial understanding that none of the terms of the Warrant shall have any legal effect on the Borrower and/or the Company unless and until the entire SGD 5,000,000 has been disbursed to the Borrower by OCBC under the Facility Agreement; and that OCBC will have no claims for penalties, damages and legal remedies of any kind against either the Company or the Borrower for non-performance of any obligations under the Warrant. The Amendment also provides that, among other things, until the full amount of SGD5,000,000 is disbursed by OCBC to the Borrower pursuant to the Facility Agreement, (i) the Warrant shall not be capable of exercise of any kind, and shall remain un-exercisable; and (ii) OCBC will have no rights to Piggyback Registration (as defined in the Warrant). Under the Amendment, the Company will have six months from the date the full amount of SGD5,000,000 is disbursed to file a registration statement for the public resale of all of the Warrant Shares (as defined in the Warrant). As of the date of issuance of the consolidated financial statements, no fund has been disbursed under the Facility Agreement.

Acquisition of Ban Leong Technologies Ltd

On April 30, 2025, Epicsoft Asia (the “Offeror”) made a voluntary conditional cash offer (the “Offer”) of S$0.6029 per share (approximately US$0.4580 per share) to acquire all of the issued and paid-up ordinary shares in the capital of Ban Leong Technologies Limited (“Ban Leong”), a Singaporean company listed on the Singapore Exchange Securities Trading Limited (“SGX-ST”). The Offer became unconditional on May 27, 2025. As the Offeror has received valid acceptances of more than 90% of the total number of issued shares of Ban Leong, the Offeror is entitled to, and will be exercising its right of compulsory acquisition under the Companies Act 1967 of Singapore. Subsequent to the completion of the compulsory acquisition which is currently expected to take place on or around August 25, 2025, Ban Leong will be officially delisted from the SGX-ST. Cash consideration of the Offer will be financed through a combination of an approximately $38.7 million secured term loan facility provided by The Hongkong and Shanghai Banking Corporation Limited, Singapore Branch (the “HSBC term loan facility”) and approximately $10.0 million cash on hand from the Company. The HSBC term loan facility is secured by all assets of GCL Global Pte Ltd, has a five-year term, bears a floating interest rate ranging between 2.5% and 7.5%, and requires quarterly repayments, with the final installment due in July 2030.

Key Operating Metric

Our management regularly reviews the operating metric to evaluate our business, measure our performance, identify trends, formulate financial projections and make strategic decisions. The main metric we consider, and our results for the years ended March 31, 2025, 2024 and 2023, are set forth in the tables below:

Number of game copies sold in physical form and digital form:

	For the Years Ended March 31,
	2025		%			2024		%			Change		Change %
Physical copies sold		1,832,740		28.2	%		1,234,149		24.6	%		598,591		48.5	%
Digital copies sold		4,656,893		71.8	%		3,787,922		75.4	%		868,971		22.9	%
Total copies sold		6,489,633		100.0	%		5,022,071		100.0	%		1,467,562		29.2	%

	For the Years Ended March 31,
	2024		%			2023		%			Change		Change %
Physical copies sold		1,234,149		24.6	%		1,006,162		37.9	%		227,987		22.7	%
Digital copies sold		3,787,922		75.4	%		1,647,361		62.1	%		2,140,561		129.9	%
Total copies sold		5,022,071		100.0	%		2,653,523		100.0	%		2,368,548		89.3	%

We experienced substantial growth in the number of digital copies sold. Approximately 4.7 million of digital copies were sold for year ended March 31, 2025, compared to approximately 3.8 million and 1.6 million digital copies sold for the same period in 2024 and 2023, respectively, representing an increase of 22.9% and 129.9% for the year ended March 31, 2025, and 2024, respectively. Meanwhile, the number of physical copies sold increased by 48.5% and 22.7% for the year ended March 31, 2025, and 2024, respectively. These changes highlight our effective adaptation to consumer preferences for digital formats, reflecting broader industry trends towards convenient, direct access to gaming content and an increasing environmental consciousness. Our strategic focus on enhancing digital distribution channels has successfully positioned us well for sustained growth in the digital marketplace.

Results of Operations

Comparison of the Years Ended March 31, 2025 and 2024

	For the Years Ended March 31,
	2025		2024			Change			Percentage Change
Revenues	$	142,072,586	$	97,534,701		$	44,537,885			45.7	%
Cost of revenues		120,829,225		84,216,243			(36,612,982	)		43.5	%
Gross profit		21,243,361		13,318,458			7,924,903			59.5	%
Selling and marketing		2,568,702		2,602,892			(34,190	)		(1.3	)%
General and administrative		15,438,447		13,109,638			2,328,809			17.8	%
Income (loss) from operations		3,236,212		(2,394,072	)		5,630,284			(235.2	)%
Other income, net		2,941,881		486,407			2,455,474			504.8	%
Income tax expense		1,128,672		53,291			1,075,381			2017.9	%
Net income (loss)	$	5,049,421	$	(1,960,956	)	$	7,010,377			(357.5	)%

Revenues

Our revenues from our revenue categories are summarized as follows:

	For the Years Ended March 31,												Change			Change
	2025			%			2024			%			USD			%
Console game, hardware, and accessories	$	123,263,542			86.8	%	$	91,028,673			93.3	%	$	32,234,869			35.4	%
Game publishing		23,757,232			16.7	%		4,446,872			4.6	%		19,310,360			434.2	%
Media advertising services		2,238,364			1.6	%		2,716,090			2.8	%		(477,726	)		(17.6	)%
Others		541,156			0.4	%		368,128			0.4	%		173,028			47.0	%
Elimination of intersegment revenue		(7,727,708	)		(5.5	)%		(1,025,062	)		(1.1	)%		(6,702,646	)		653.9	%
Total revenues	$	142,072,586			100.0	%	$	97,534,701			100.0	%	$	44,537,885			45.7	%

Our revenues are mainly derived from sale of console game, hardware, and accessories, hardware, and accessories, game publishing, and media advertising service. The total revenue increased by approximately $44.5 million, or 45.7%, to approximately $142.1 million for the year ended March 31, 2025 from approximately $97.5 million for the same period in 2024. The increase was mainly attributed to the following:

Sale of console game, hardware, and accessories

Our revenue from sale of console game, hardware, and accessories increased by approximately $32.2 million, or 35.4%, to approximately $123.3 million for the year ended March 31, 2025 from approximately $91.0 million for the year ended March 31, 2024. The increase was primarily attributable to increase in revenue from sales of console game codes of approximately $34.6 million, representing an 65.8% increase in revenue from sales of console game codes. The reason for the increase in revenue from sales of console game codes was that we experienced higher demand for game downloads from online stores, allowing us to sell 4,656,893 copies of game codes for the year ended March 31, 2025, compared to 3,787,922 copies for the same period in 2024. The increase was offset by decrease in revenue from sales of physical console game of approximately $2.3 million, representing a 6.1% decrease in revenue from sales of physical console game primarily due to shifting consumer preferences toward digital downloads over physical discs.

Game Publishing

Revenue from game publishing was generated from collaboration with third party game developers and obtaining exclusive publishing right in distributing the console game codes though third parties’ storefronts, such as Sony’s PlayStation Network and Valve’s Steam. For the year ended March 31, 2025, we published four new game titles in addition to two game titles published during the year ended March 31, 2024 in above-mentioned store fronts, and generated approximately $16.0 million of revenue from game publishing.

Our revenue from game publishing increased by approximately $12.6 million, or 367.1%, to approximately $16.0 million, net of intersegment revenue eliminations of approximately $7.7 million, for the year ended March 31, 2025, from approximately $3.4 million, net of intersegment revenue eliminations of approximately $1.0 million, for the year ended March 31, 2024. The increase was primarily due to the increase in revenue generated from the new game title, Black Myth: Wukong, which was initially published during the fiscal year ended March 31, 2025. Black Myth: Wukong generated approximately $11.2 million in game publishing revenue during the year ended March 31, 2025, reflecting strong market demand following its initial launch.

Media advertising Service

Revenue from media advertising services consisted of video marketing campaign service and social media advertising service. Our revenue from advertising services decreased approximately $0.5 million, or 17.6%, to approximately $2.2 million for the year ended March 31, 2025 from approximately $2.7 million for the same period of 2024. The decrease was driven partially by a decrease in revenue from social media advertising service for approximately $0.2 million due to reduced earnings from our YouTube channel, which is highly dependent on video views. It was also caused by a decreased revenue from video marketing campaign services of approximately $0.3 million due to fewer service contracts entered when compared to the same period in 2024.

Other revenue

Other revenue comprised of sales of fashion jewelry through our online e-commerce platform. For the year ended March 31, 2025, this revenue amounted to approximately $0.5 million. We anticipate that this source of revenue will continue to remain insignificant to our overall operations.

Cost of Revenues

Our cost of revenues from our revenue categories are summarized as follows:

	For the Years Ended March 31,												Change			Change
	2025			%			2024			%			USD			%
Console game, hardware, and accessories	$	115,884,467			95.9	%	$	80,804,637			95.9	%	$	35,079,830			43.4	%
Game publishing		11,110,156			9.2	%		2,736,076			3.2	%		8,374,080			306.1	%
Advertising services		956,391			0.8	%		1,389,562			1.6	%		(433,171	)		(31.2	)%
Others		174,578			0.1	%		135,669			0.2	%		38,909			28.7	%
Elimination of intersegment cost of revenue		(7,296,367	)		(6.0	)%		(849,701	)		(0.9	)%		(6,446,666	)		758.7	%
Total Cost of revenues	$	120,829,225			100.0	%	$	84,216,243			100.0	%	$	36,612,982			43.5	%

Cost of revenue increased by approximately $36.6 million, or 43.5%, to approximately $120.8 million for the year ended March 31, 2025 from approximately $84.2 million for the same period in 2024. The increase in cost of revenues was attributed to the following:

Cost of revenue from console game, hardware, and accessories increased by approximately $28.2 million, or 35.2%, to approximately $108.6 million, net of elimination of intersegment cost of revenue of approximately $7.3 million for the year ended March 31, 2025 from approximately $80.3 million, net of elimination of intersegment cost of revenue of approximately $0.5 million for the same period in 2024. The increase was in line with increase in revenue from console game, hardware, and accessories.

Cost of revenue from game publishing increased by approximately $8.8 million, or 372.6%, to approximately $11.1 million for the year ended March 31, 2025 from approximately $2.4 million, net of intersegment cost of revenue of approximately $0.3 million for the same period in 2024. The increased cost of game publishing was in line with the increase of revenue from game publishing.

Cost of revenue from media advertising services decreased approximately $0.4 million or 31.2%, to approximately $1.0 million for the year ended March 31, 2025 from approximately $1.4 million for the same period in 2024. The decrease was attributable to decrease in the cost of revenue from social media advertising service by $0.2 million as we incurred less video production costs related to creating video content published on our YouTube Channel. The decrease in the cost of revenue from media advertising was attributable to the decreased cost of revenue from video marketing campaign production by approximately $0.3 million as we incurred lower labor cost.

Gross Profit

Our consolidated gross profit increased by approximately $7.9 million, or 59.5%, to approximately $21.2 million for the year ended March 31, 2025 from approximately $13.3 million for the year ended March 31, 2024. The increase was primarily attributable to increases in gross profit from external customers in the console game and game publishing segments of approximately $4.0 million and $3.8 million, respectively. These increases were consistent with the corresponding growth in revenue from the console game and game publishing segments.

Our consolidated gross margin increased slightly to 15.0% for the year ended March 31, 2025 from 13.7% for the year ended March 31, 2024, primarily reflecting our ability to maintain a relatively stable pricing and cost structure across our major segments, including console games and game publishing.

Our segment gross profit from our major revenue categories is summarized as follows:

	For the Years Ended March 31,
	2025			2024			Change (USD)			Change (%)
Console game, hardware, and accessories
Segment gross profit margin	$	7,379,075		$	10,224,036		$	(2,844,961	)		(27.8	)%
Segment gross profit percentage		6.0	%		11.2	%		(5.2	)%
Game Publishing
Segment gross profit margin	$	12,647,076		$	1,710,796		$	10,936,280			639.3	%
Segment gross profit percentage		53.2	%		38.5	%		14.7	%
Advertising Service
Segment gross profit margin	$	1,281,973		$	1,326,528		$	(44,555	)		(3.4	)%
Segment gross profit percentage		57.3	%		48.8	%		8.4	%

Console game, hardware, and accessories

Segment gross profit from console games, hardware, and accessories decreased by approximately $2.8 million to approximately $7.4 million for the year ended March 31, 2025, primarily due to higher intersegment cost of revenue of approximately $6.8 million. The decrease was partially offset by higher sales volume to external customers, which increased segment gross profit by approximately $4.0 million.

Segment gross profit margin for console games, hardware, and accessories decreased to 6.0% for the year ended March 31, 2025 from 11.2% for the same period in 2024, primarily due to higher intersegment cost of revenue, while external customer pricing and cost structure remained relatively stable.

Game Publishing

Segment gross profit from game publishing increased by approximately $10.9 million to approximately $12.6 million for the year ended March 31, 2025, primarily attributable to revenue generated from the new game title, Black Myth: Wukong.

Segment gross profit margin for game publishing increased to 53.2% for the year ended March 31, 2025 from 38.5% for the same period in 2024, primarily due to increased intersegment revenue of approximately $6.7 million, while external customer pricing and cost structure remained relatively stable.

Advertising Service

Segment gross profit from advertising services increased slightly to approximately $1.3 million for the year ended March 31, 2025 from approximately $1.3 million for the year ended March 31, 2024. The increase was primarily attributable to improved cost efficiency, partially offset by a slight decrease in revenue.

Segment gross profit margin for advertising services increased 8.4% was mainly attributable to improved efficiency in the utilization of labor resources and production capacity.

Operating Expenses

Total operating expenses increased by approximately $2.3 million, or 16.5%, to approximately $18.0 million for the year ended March 31, 2025 from approximately $15.7 million for the year ended March 31, 2024. The increase was mainly attributed to the following:

Approximately $34,000, or 1.3%, decrease in selling expense was mainly attributed to a reduction of approximately $642,000 in sales commissions and salaries as part of our efforts to improve operating efficiency in sales activities, offset by an increase of approximately $608,000 in advertising and marketing expenses as we increase spending in promoting our brand and products.

Approximately $2.3 million, or 17.8%, increase in general and administrative expense was mainly attributed to increase of approximately $2.6 million increase in salary expenses, travel expense, depreciation expense, software development expense, and other office related expense due to our current business expansion, approximately $1.3 million increase professional fee, primarily due to costs incurred in connection with the completion of the merger with RFAC offset by approximately $1.1 million decrease in director fee.

Segment profit (loss)

Our segment profit (loss) from our reportable segments is summarized as follows:

	For the Years Ended March 31,
	2025			2024			Change			Percentage Change
Console game, hardware, and accessories	$	(4,027,124	)	$	2,088,637		$	(6,115,761	)		(292.8	)%
Game publishing		10,675,791			(220,800	)		10,896,591			(4,935.1	)%
Advertising service		(213,510	)		(640,416	)		426,906			(66.7	)%
Total reportable segment profit	$	6,435,157		$	1,227,421		$	5,207,736			424.3	%

Console game, hardware, and accessories

Segment loss from console games, hardware, and accessories was approximately $4.0 million for the year ended March 31, 2025, compared to segment profit of approximately $2.1 million for the year ended March 31, 2024, representing a decrease of approximately $6.1 million. The decrease was primarily attributable to higher operating expenses, including increases in salary expenses, advertising and marketing expenses, and other segment operating costs, offset by increase in segment gross profit as discussed above.

Game publishing

Segment profit from game publishing increased significantly to approximately $10.7 million for the year ended March 31, 2025 from a segment loss of approximately $0.2 million for the year ended March 31, 2024, representing an increase of approximately $10.9 million. The increase was primarily attributable to the higher segment gross profit discussed above, as well as decreases in advertising and marketing expenses and provision for credit losses. These increases were partially offset by higher salary expenses associated with the expansion of the game publishing operations.

Advertising service

Segment loss from advertising services decreased to approximately $0.2 million for the year ended March 31, 2025 from approximately $0.6 million for the year ended March 31, 2024, representing an improvement of approximately $0.4 million. The decrease in segment loss was primarily attributable to lower operating expenses during the current period, including reductions in salary expenses, provision for credit losses, and amortization and depreciation expenses, reflecting improved cost control and operational efficiency within the segment.

Other income, net

For the year ended March 31, 2025 and 2024, we have other income, net amounted to approximately $2.9 million and $0.5 million, respectively, representing an increase of approximately $2.4 million or 504.8%. The increase was attributable to recognition of approximately $4.9 million gain from change in fair value of convertible notes and derivative liabilities, while offset by approximately $0.4 million decrease in other income, net, which was primarily due to the decrease of marketing revenue recognized from our vendor who compensated our marketing expense incurred from prior period, approximately $1.8 million increase in interest expense due to increased debt financing in current period and approximately $1.6 million of finance cost related to debt issuance cost from issuance of the convertible notes, and approximately $0.3 million increase in loss from change in fair value of consideration payable related to 2Game acquisition from prior period.

Income taxes expense

Our income tax expense increased by approximately $1.1 million, or 2017.9%, to approximately $1.1 million for the year ended March 31, 2025, compared to approximately $53,000 for the same period in 2024. This increase was primarily attributable to (i) an increase of approximately $0.6 million in current income tax expense resulting from higher taxable income in the current period, and (ii) a decrease of approximately $0.4 million in deferred income tax benefit due to the utilization of previously recognized deferred tax assets against current taxable income.

Net Income (Loss)

We incurred a net income of approximately $5.0 million for the year ended March 31, 2025, while we have a net loss of approximately $2.0 million for the same period in 2024, representing a change of approximately $7.0 million, or 357.5%. Such change mainly was a direct outcome of the reasons discussed above.

Results of Operations

Comparison of The Years Ended March 31, 2024 and 2023

	For the Years Ended March 31,
	2024			2023			Change			Percentage Change
Revenues	$	97,534,701		$	77,444,155		$	20,090,546			25.9	%
Cost of revenues	$	84,216,243		$	63,598,608		$	20,617,635			32.4	%
Gross profit	$	13,318,458		$	13,845,547		$	(527,089	)		(3.8	)%
Selling and marketing	$	2,602,892		$	2,689,213		$	(86,321	)		(3.2	)%
General and administrative	$	13,109,638		$	7,555,613		$	5,554,025			73.5	%
(Loss) income from operations	$	(2,394,072	)	$	3,600,721		$	(5,994,793	)		(166.5	)%
Other expense, net	$	486,407		$	(839,909	)	$	1,326,316			(157.9	)%
Income tax expense	$	53,291		$	620,142		$	(566,851	)		(91.4	)%
Net (Loss) income	$	(1,907,665	)	$	2,140,670		$	(4,101,626	)		(191.6	)%

Revenues

Our revenues from our revenue categories are summarized as follows:

	For the Years Ended March 31,												Change			Change
	2024			%			2023			%			USD			%
Console game, hardware, and accessories	$	91,028,673			93.3	%	$	68,125,837			88.0	%	$	22,902,836			33.6	%
Game publishing		4,446,872			4.6	%		7,808,526			10.1	%		(3,361,654	)		(43.1	)%
Media advertising services		2,716,090			2.8	%		3,318,496			4.3	%		(602,406	)		(18.2	)%
Other		368,128			0.4	%		—			—	%		368,128			100.0	%
Elimination of intersegment revenue		(1,025,062	)		(1.1	)%		(1,808,704	)		(2.4	)%		(783,642	)		(43.3	)%
Total revenues	$	97,534,701			100.0	%	$	77,444,155			100.0	%	$	20,090,546			25.9	%

Our revenues are mainly derived from sale of console game, hardware, and accessories, game publishing, and media advertising service. The total revenue increased by approximately $20.1 million, or 25.9%, to approximately $97.5 million for the year ended March 31, 2024 from approximately $77.4 million for the same period in 2023. The increase was mainly attributable to the following:

Sale of Console Game

Our revenue from sale of console game, hardware, and accessories increased by $22.9 million, or 33.6%, to approximately $91.0 million for the year ended March 31, 2024 from approximately $68.1 million for the year ended March 31, 2023. The increase was primarily attributable to increase in revenue from sales of console game codes of approximately $24.0 million, representing an 84.0% increase in revenue from sales of console game codes. The increase of revenue from sales of console game codes was that we experienced higher demand for game downloads from online stores, allowing us to sell 3,787,922 copies of game codes for the year ended March 31, 2024, compared with 1,647,361 copies for the same period in 2023.

Game Publishing

Revenue from game publishing was generated from a newly adopted business model from the second half of the fiscal year ended March 31, 2023. We collaborate with third party game developers and obtain exclusive publishing right in distributing the console game codes though third parties’ storefronts, such as Sony’s PlayStation Network and Valve’s Steam. For the year ended March 31, 2024, we published two new game titles in addition to two game titles published during the year ended March 31, 2023 in above mentioned store front, and generated revenue from game publishing for approximately $3.4 million, when compared to two game titles published of approximately $6.1 million of generated revenue for the year ended March 31, 2023.

Our revenue from game publishing decreased by approximately $2.7 million, or 43.8%, to approximately $3.4 million, net of intersegment revenue eliminations of approximately $1.0 million, for the year ended March 31, 2024, from approximately $6.1 million, net of intersegment revenue eliminations of approximately $1.7 million, for the year ended March 31, 2023. The decrease in revenue from game publishing was primarily due to the decline in revenue generated from the game title, Atomic Heart, which was initially published during the fiscal year ended March 31, 2023 as sales typically peak shortly after a game’s release due to initial excitement and high demand, then decline over time as the market becomes saturated and player interest wanes.

Media advertising Service

Revenue from media advertising services consisted of video marketing campaign service and social media advertising service. Our revenue from advertising services decreased approximately $0.6 million to approximately $2.7 million for the year ended March 31, 2024 from approximately $3.3 million for the same period of 2023. The decrease was driven partially by a decrease in revenue from social media advertising service for approximately $0.2 million due to reduced earnings from our YouTube channel, which is highly dependent on video views. It was also caused by a decreased revenue from video marketing campaign services of approximately $0.4 million due to fewer service contracts entered when compared to the same period in 2023.

Other revenue

Other revenue comprised sales of fashion jewelry through our online e-commerce platform. For the year ended March 31, 2024, this revenue amounted to approximately $0.4 million. Going forward into 2025 and beyond, we anticipate that this source of revenue will continue to remain insignificant to our overall operations.

Cost of Revenues

Our cost of revenues from our revenue categories are summarized as follows:

	For the Years Ended March 31,												Change			Change
	2024			%			2023			%			USD			%
Console game	$	80,804,637			95.9	%	$	58,830,444			92.5	%	$	21,974,193			37.4	%
Game publishing		2,736,076			3.2	%		5,040,097			7.9	%		(2,304,021	)		(45.7	)%
Advertising services		1,389,562			1.6	%		1,536,771			2.4	%		(147,209	)		(9.6	)%
Others		135,669			0.2	%		—			—	%		135,669			100.0	%
Elimination of intersegment cost of revenue		(849,701	)		(0.9	)%		(1,808,704	)		(2.8	)%		(959,003	)		(53.0	)%
Total Cost of revenues	$	84,216,243			100.0	%	$	63,598,608			100.0	%	$	20,617,635			32.4	%

Cost of revenue increased by approximately $20.6 million, or 32.4%, to approximately $84.2 million for the year ended March 31, 2024 from approximately $63.6 million for the same period in 2023. The increase in cost of revenues was attributable to the following:

Cost of revenue from console game, hardware, and accessories increased by approximately $22.3 million, or 38.5%, to approximately $80.3 million, net of elimination of intersegment cost of revenue of approximately $0.5 million for the year ended March 31, 2024 from approximately $58.1 million, net of elimination of intersegment cost of revenue of approximately $0.7 million for the same period in 2023. The increase was primarily driven by increase of revenue from console game, hardware, and accessories as more units (both compact discs and console game codes) were sold during year ended March 31, 2024. Additionally, the increase was attributable to higher purchasing costs, which were influenced by price increases from our vendors.

Cost of revenue from game publishing decreased by approximately $1.7 million, or 42.1%, to approximately $2.4 million, net of intersegment cost of revenue of approximately $0.3 million for the year ended March 31, 2024 from approximately $4.1 million, net of intersegment cost of revenue of approximately $0.9 million for the same period in 2023. This decrease was primarily driven by a reduction in development fees, which corresponded to the overall decline in game publishing revenue of approximately $2.7 million, or 43.8%. As the Company remits a development fee based on a percentage of revenue generated from the gaming platform, the reduction in revenue directly resulted in lower development fees owed to the developer.

Cost of revenue from media advertising decreased approximately $0.1 million to approximately $1.4 million for the year ended March 31, 2024 from approximately $1.5 million for the same period in 2023. The decrease was attributable to decrease in the cost of revenue from social media advertising service by $0.2 million as we incurred less video production cost related to creating video content published on our YouTube Channel. The decrease in the cost of revenue from media advertising was offset by increased cost of revenue from video marketing campaign production by approximately $0.1 million as we incurred higher labor cost.

Gross Profit

Our consolidated gross profit decreased by approximately $0.5 million, or 3.8%, to approximately $13.3 million for the year ended March 31, 2024 from approximately $13.8 million for the year ended March 31, 2023. The decrease was primarily attributable to lower gross profit from external customers in the game publishing and advertising services segments of approximately $1.0 million and $0.4 million, respectively. The decrease was partially offset by an increase in gross profit from sales of console games to external customers of approximately $0.6 million for the year ended March 31, 2024.

Our consolidated gross margin decreased to 13.7% for the year ended March 31, 2024 from 17.9% for the year ended March 31, 2023. The 4.2% decrease was primarily attributable to higher costs of purchasing console games for resale in our console game segment, a higher percentage of revenue distributed to developers under the development fee structure in our game publishing segment, and lower revenue from video marketing campaign services and social media advertising income in our advertising services segment.

Our segment gross profit from our major revenue categories are summarized as follows:

	For the Years Ended March 31,
	2024			2023			Change (USD)			Change (%)
Console Game
Segment gross profit margin	$	10,224,036		$	9,295,393		$	928,643			10.0	%
Segment gross profit percentage		11.2	%		13.6	%		(2.4	)%
Game Publishing
Segment gross profit margin	$	1,710,796		$	2,768,429		$	(1,057,633	)		(38.2	)%
Segment gross profit percentage		38.5	%		35.5	%		3.0	%
Advertising Service
Segment gross profit margin	$	1,326,528		$	1,781,725		$	(455,197	)		(25.5	)%
Segment gross profit percentage		48.8	%		53.7	%		(4.9	)%

Console game, hardware, and accessories

Segment gross profit from console game, hardware, and accessories increased by approximately $0.9 million to approximately $10.2 million for the year ended March 31, 2024 from approximately $9.3 million for the same period in 2023, primarily attributable to higher sales volume.

Segment gross profit margin for console game, hardware, and accessories decreased 2.4% as we experienced higher cost in purchasing console game for resale due to price increase from our vendors.

Game Publishing

Segment gross profit from game publishing decreased by approximately $1.1 million to approximately $1.7 million for the year ended March 31, 2024 from approximately $2.8 million for the same period in 2023, primarily attributable to decrease of revenue.

Segment gross profit margin for game publishing increased by 3.0%, primarily attributable to a decrease in intersegment cost of revenue. The increase was partially offset by higher development fees, as certain games required a higher percentage of revenue to be distributed to developers under their respective fee arrangements.

Advertising Service

Segment gross profit from advertising services decrease to approximately $1.3 million for the year ended March 31, 2024 from approximately $1.8 million for the same period in 2023. The decrease was primarily attributable to decrease revenue in video marketing campaign service and advertising income from social media.

Segment gross profit margin for advertising services decreased 4.9% was mainly due increased of labor and production cost.

Operating Expenses

Total operating expenses increased by approximately $5.5 million, or 53.4%, to approximately $15.7 for the year ended March 31, 2024 from approximately $10.2 million for the year ended March 31, 2023. The increase was mainly attributable to the following:

Approximately $0.1 million, or 3.2%, decrease in selling expense was mainly attributable to approximately $0.6 million decrease in advertising and marketing expense as we received more compensation from our vendors related to qualify reimbursable expense during the year ended March 31, 2024, offset by $0.5 million increase in in sales commission and salary to sales department employees due to expansion of our business.

Approximately $5.6 million, or 73.5%, increase in general and administrative expense was mainly attributable to increase of approximately $1.5 million in director fee to compensate our director for service performed, approximately $2.2 million increase in salary expenses, entertainment expenses, website maintenance expense, rent expense and other miscellaneous expenses due to our current business expansion, approximately $1.0 million increase in other professional fee as we were preparing to become a listed public company in the United States, approximately $0.7 million increase in amortization expense from intangible asset as we acquired additional intangible assets from business combination, and approximately $0.2 million increase in bad debt expense as we made additional allowance for credit loss against long aging accounts receivable.

Segment profit (loss)

Our segment profit (loss) from our reportable segments is summarized as follows:

	For the Years Ended March 31,
	2024			2023		Change			Percentage Change
Console game, hardware, and accessories	$	2,088,637		$	3,093,269	$	(1,004,632	)		(32.5	)%
Game publishing		(220,800	)		1,468,956		(1,689,756	)		(115.0	)%
Advertising service		(640,416	)		97,842		(738,258	)		(754.5	)%
Total reportable segment profit	$	1,227,421		$	4,660,067	$	(3,432,646	)		(73.7	)%

Console game, hardware, and accessories

Segment profit from console games, hardware, and accessories was approximately $2.1 million and $3.1 million for the year ended March 31, 2025 and 2024, respectively, representing a decrease of approximately $1.0 million. The decrease was primarily attributable to increase in amortization and depreciation expense, salary expenses, and other segment operating costs, partially offset by increase in segment gross profit.

Game publishing

Segment loss from game publishing was approximately $0.2 million for the year ended March 31, 2024, compared to segment profit from game publishing of approximately $1.5 million for the same period in 2023, representing a change of approximately $1.7 million. The change was primarily driven by decrease in segment gross profit. In addition, the segment profit was further decreased by increased in salary expenses associated with the expansion of game publishing operations.

Advertising service

Segment loss from advertising services was approximately $0.6 million for the year ended March 31, 2024, compared to segment profit of approximately $0.1 million for the same period in 2023, representing a change of approximately $0.7 million. The change was primarily attributable to decrease in segment gross profit, as well as increase in salary expenses due to higher labor costs.

Other expense, net

For the year ended March 31, 2024, we have other income, net amounted to approximately $0.5 million, while for the year ended March 31, 2023, we have other expense, net amounted to approximately $0.8 million, representing a net change of approximately $1.3 million or 157.9%. Such change was attributable to recognition of approximately $1.0 million increase in other income, net, which was primarily due to the $1.2 million received from our vendor who compensated our loss in prior period, approximately $0.7 million decrease in change in fair value of consideration payable related to our acquisition of 2Game, offset by approximately $0.3 million increased interest expense which was due to higher interest rate on loans acquired during the year ended March 31, 2024 compared to the same period in 2023.

Provision for income tax

Our provision for income tax decreased by approximately $0.6 million, or 91.4 %, to approximately $53,000 income tax provision for the year ended March 31, 2024 from approximately $0.6 million for the same period in 2023. This decrease was primarily due to an increase of approximately $0.4 million in deferred tax benefits resulting from the recognition of additional deferred tax asset from net operating loss (“NOL”) of our Singapore subsidiaries for the year ended March 31, 2024, as we expected to utilize the NOL against our taxable income in the future and approximately $0.2 million decrease in current income tax as we had less taxable income for the year ended March 31, 2024. In addition, the decrease of our provision for income tax were attributable to (1) 14.0% decrease of effective rate from tax rate difference outside Singapore which was mainly due to NOL from GCL BVI and GCL Global with total amount of approximately $1.5 million. Since GCL BVI and GCL Global were established in British Virgin Island and Cayman Island, respectively, they do not subject to income tax due to local laws, and (2) 4.2% decrease of effective rate from loss from foreign exchange transaction which is non-deductible from our Hong Kong subsidiaries. Given that we expect GCL BVI and GCL Global to continue incurring significant transaction costs related to the Business Combination with RFAC, we anticipate that the recent decrease in our provision for income tax to be indicative a trend in our future effective tax rates.

Net (Loss) Income

We incurred a net loss of approximately $2.0 million for the year ended March 31, 2024, while we have a net income of approximately $2.1 million for the same period in 2023, representing a change of approximately $4.1 million, or 191.6%. Such change was mainly as a direct result of the reasons discussed above.

5B. Liquidity and Capital Resources

Liquidity and Capital Resources

In assessing our liquidity, we monitor and analyze our cash on-hand and our operating and capital expenditure commitments. Our liquidity needs are to meet our working capital requirements, operating expenses, and capital expenditure obligations.

Despite an income from operation of approximately $1.6 million for the year ended March 31, 2025, we have cash outflow from our operating activities of approximately $10.3 million while our retained earnings and working capital were approximately $17.5 million and $9.7 million, respectively, as of March 31, 2025. To support our business operation for the next twelve months, we had cash and cash equivalents, and restricted cash amounted to approximately $21.3 million as of March 31, 2025, and accounts receivable, net amounted to approximately $25.8 million which is short-term in nature that we expect to collect within our normal business cycle. Meanwhile, we also utilized debt financing in the form of short- term, convertible note, or long-term borrowings from banking facilities, and accredited investors to finance the working capital requirements of the Company. As of March 31, 2025, we have utilized short-term and long-term borrowings from banking facilities amounted to approximately $10.5 million and $1.4 million, respectively. Between September and December 2024, we issued convertible notes with an aggregate principal amount of $33.0 million, which were fully converted into equity on February 13, 2025 upon completion of the Business Combination.

On May 21, 2025, we entered into a Securities Purchase Agreement with an investor for the issuance of approximately $2.9 million senior unsecured convertible note, issued at a discount for gross proceeds of approximately $2.6 million. The agreement also provides the investor with the right to purchase up to an additional $42.6 million in convertible notes in specified increments, which may provide additional liquidity if exercised.

In connection with our investment in Nekcom pursuant to the Series B Preferred Stock Purchase Agreement (the “Nekcom SPA”), a portion of the purchase consideration was structured in the form of our ordinary shares that are currently held in escrow and subject to certain performance-based conditions tied to the recoupment of the minimum guarantee (the “Minimum Guarantee”), which represents a contractually specified guaranteed publishing payment that we agreed to provide under the related publishing agreement and that is recoverable by us from our contractual share of revenues generated from the exploitation and distribution of the game. The full recoupment date (the “Full Recoupment Date”) is the date on which the we have recovered, through its contractual share of publishing revenues under the publishing agreement, an amount equal to the full Minimum Guarantee. If, at the Full Recoupment Date, the volume weighted average price (“VWAP”) of the consideration shares over the thirty trading days immediately preceding the Full Recoupment Date is below $1,200,000, we would be required to pay Nekcom the shortfall between $7,500,000 and the value of the consideration shares in cash.

As of March 31, 2025 and through the date of issuance of the consolidated financial statements, the VWAP of the Consideration Shares was below $1,200,000. However, any potential obligation to settle the shortfall in cash remains contingent upon the occurrence of the Full Recoupment Date, which had not occurred as of March 31, 2025 because the Minimum Guarantee had not yet been fully recouped through publishing revenues.

Our future operations are highly dependent on a combination of factors, including but not necessarily limited to changes in the demand for our products or services, local government policy, economic conditions, and competition in the gaming industries. However, based on the above considerations, our management is of the opinion that it has sufficient funds to meet our working capital requirements and current liabilities as they become due one year from the date of issuance of these financial statements are issued.

The following summarizes the key components of our cash flows for the year ended March 31, 2025, 2024, and 2023.

	For the Years Ended March 31,
	2025			2024			2023
Net cash (used in) provided by operating activities	$	(10,308,634	)	$	1,316,296		$	(4,365,870	)
Net cash used in investing activities		(6,342,398	)		(780,624	)		(615,528	)
Net cash provided by financing activities		33,557,446			135,236			4,359,210
Effect of exchange rate changes		138,564			(168,777	)		(27,696	)
Net change in cash, cash equivalents, and restricted cash	$	17,044,978		$	502,131		$	(649,884	)

Operating activities

Net cash used in operating activities was approximately $10.3 million for the year ended March 31, 2025. The net cash used in operating activities was primarily attributable to (i) approximately $6.6 million increase in accounts receivable, as a result of increase in our revenue, (ii) approximately $7.5 million increase in indefinite-lived intangible assets as we as we maintain more console game code for resale, (iii) approximately $1.1 million increase in other receivables and other current assets due to payment of advertising fees on behalf of a vendor and other prepaid expenses such as D&O insurance, (iv) approximately $0.9 million decrease of operating lease liabilities as we remit timely payment in accordance with lease contract during the period, (v) approximately $1.0 million increase in inventories, as we maintained more inventories for resale due to demand of our products, (vi) approximately $3.6 million increase in prepayment to our vendors and related party as we made more advance payments to vendors to secure our purchases approximately, (vii) approximately $11.9 million decrease in other payables and accrued liabilities as make timely payments for accrued expense, (viii) approximately $2.0 million decrease in account payable, a related party, as we made timely payment to related party for purchasing, and (ix) approximately $4.7 million non-cash item of recovery from credit loss, deferred tax benefit, and change in fair value of convertible notes and derivative liabilities, offset by (A) net income of approximately $5.0 million, (B) approximately $2.9 million of non-cash items such as deprecation of property and equipment, amortization of intangible assets, amortization of right of use assets, and change in fair value of acquisition payable, (C) approximately $21.0 million increase in accounts payable, as our third party granted us credit terms to allow us additional liquidity and flexibility in managing short-term cash flow needs

Net cash provided by operating activities was approximately $1.3 million for the year ended March 31, 2024. The net cash provided by operating activities was primarily attributable to (i) approximately $3.2 million in non-cash items which included depreciation expense, amortization expense, provision for credit loss, loss from disposal of properties and equipment, and change in fair value of contingent consideration for acquisition, (ii) approximately $3.7 million decrease in indefinite-lived intangible assets as a result of increased revenue from sales for console game code, (iii) approximately $1.0 million increase in accounts payable including related party as we increase our purchase on account to meet with the demand of our product, (iv) approximately $2.5 million increase in other payable and accrued liabilities as we incurred more accrued expense related to our operations, and (v) approximately $0.3 million decrease in other receivable to other current asset as more prepaid expense and prepaid income tax were utilized in current period, and we collect more balance due from vendor for marketing expense paid on behalf from prior period, offset by (A) approximately $2.0 million net loss, (B) approximately $0.7 million increases in deferred tax benefit as we have more net operating loss that can be utilized for offset taxable income, (C) approximately $0.7 million increase in accounts receivable as a result of increase in our revenue, (D) approximately $1.6 million increase in inventories as we maintain higher inventory level to meet with the demand, (E) approximately $3.4 million increase in prepayment to our vendors as we made more advance payments to vendors to secure our purchases, and (F) approximately $0.8 million decrease in operating lease liability as we remit timely payment in accordance with lease contract during the period.

Net cash used in operating activities was approximately $4.4 million for the year ended March 31, 2023. The net cash used in operating activities was primarily attributable to (i) approximately $8.5 million increase in accounts receivable, as a result of increase in our revenue, (ii) approximately $7.9 million increase in indefinite-lived intangible assets as we as we maintain more console game code for resale, (iii) approximately $0.6 million increase in receivables and other current assets due to payment of advertising fees on behalf of a vendor, (iv) approximately $0.7 million decrease of operating lease liabilities as we remit timely payment in accordance with lease contract during the period, (v) approximately $0.4 million increase in inventories, as we maintained more inventories for resale due to demand of our products, and (vi) approximately $0.3 million non-cash item of deferred tax benefit, offset by (A) net income of approximately $2.1 million, (B) approximately $3.1 million of non-cash items such as deprecation of property and equipment, amortization of intangible assets, amortization of right of use assets, provision for doubtful accounts, change in fair value of acquisition payable and impairment of the inventories, (C) approximately $22.1 million increase in accounts payable, as our third party and related party vendors granted us credit terms to allow us additional time to pay for our purchases, (D) approximately $0.5 million increase in tax payables as we incurred more taxable income subject to income tax, and (E) approximately $0.3 million increase in contract liabilities, as we collected more deposit from our customer in advance for future sales.

Investing activities

Net cash used in investing activities was approximately $6.3 million for the year ended March 31, 2025 and was attributable to approximately $0.2 million in cash used in purchase of equipment, approximately $0.4 million payment related to achievement of tranche 3 of the contingent consideration in connection with the 2Game acquisition, approximately $0.4 million loan to third party and approximately $5.4 million cash payment in connection with investment in Nekcom Inc.

Net cash used in investing activities was approximately $0.8 million for the year ended March 31, 2024 and was attributable to approximately $0.3 in cash used in purchase of equipment and approximately $0.5 million payment related to achievement of tranche 3 of contingent consideration in connection with the 2Game acquisition.

Net cash used in investing activities was approximately $0.6 million for the year ended March 31, 2023 and was attributable to approximately $0.5 million in purchase of equipment and approximately $71,000 in purchase of long-term investment.

Financing activities

Net cash provided by financing activities was approximately $33.6 million for the year ended March 31, 2025 and was primarily attributable to (i) approximately $31.7 million proceed received from bank loans; (ii) approximately $33.0 million proceeds from convertible notes, and (iii) approximately $0.6 million proceed received from reverse recapitalization; offset by (A) approximately $28.8 million bank loans repayments; (B) approximately $0.7 million in payments for deferred merger costs, (C) approximately $1.6 million repayments to related parties loan, (D) approximately $63,000 of principle payments for finance lease, and (E) approximately $0.6 million cash payment in connection of acquiring additional controlling interest in 2game.

Net cash provided by financing activities was approximately $0.1 million for the year ended March 31, 2024 and was primarily attributable to (i) approximately $24.2 million proceed received from bank loans; (ii) approximately $4.0 million repayment from related parties; offset by (A) approximately $25.4 million bank loans repayments; (B) approximately $0.9 million in payments for deferred merger costs, (C) approximately $1.4 million advance to related parties, (D) approximately $0.2 million in principle payments, and (E) approximately $0.2 million payment to a shareholder as redemption of ordinary share.

Net cash provided by financing activities was approximately $4.4 million for the year ended March 31, 2023 and was primarily attributable to approximately $8.8 million proceed from bank loans offset by repayment of approximately $2.5 million of bank loans, and approximately $2.0 million interest free advance to related parties.

Commitments and Contingencies

In the normal course of business, we are subject to loss contingencies, such as legal proceedings and claims arising out of our business, that cover a wide range of matters, including, among others, government investigations and tax matters. In accordance with FASB ASC No. 450-20, “Loss Contingencies”, we will record accruals for such loss contingencies when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. For the years ended March 31, 2025, 2024 and 2023, we did not record any accruals for loss contingencies.

The following table summarizes our contractual obligations as of March 31, 2025:

	Payments due by period
Contractual obligations	Total		Less than 1 year		1 – 3 years		3 – 5 years		More than 5 years
Bank loans, current maturities	$	10,500,085	$	10,500,085	$	—	$	—	$	—
Bank loan, non-current		1,421,139		—		1,421,139		—		—
Amount due to related parties, current		683,338		683,338		—		—		—
Operating lease obligations		487,119		376,751		110,368		—		—
Financing lease obligations		249,134		84,528		117,776		46,830		—
Total	$	13,340,815	$	11,644,702	$	1,649,283	$	46,830	$	—

Commitment in publishing agreement

On December 18, 2024, we, through our subsidiary 4Divinity SG, entered into a Publishing Agreement with NEKCOM Private Limited and its PRC affiliate (collectively, “NEKCOM”), pursuant to which 4Divinity SG was appointed as the global publisher and distributor of the video game SHOWA American Story (the “Licensed Game”) for all platforms and territories, excluding certain regions previously licensed to other parties. Under the terms of the agreement, 4Divinity SG committed to a fully recoupable minimum sales guarantee of $5,000,000, payable in tranches as defined in the agreement. In addition, 4Divinity SG agreed to furnish a non-recoupable marketing budget of $5,000,000, which will be used to support global marketing efforts for the Licensed Game. As of March 31, 2025, we had paid $3,000,000 of the minimum sales guarantee, with the remaining amount paid on April 17, 2025.

Capital Expenditures

For the years ended March 31, 2025, 2024 and 2023, we purchased approximately $0.2 million, $0.3 million, and $0.5 million, respectively, of equipment mainly for the use in our business daily operation.

Non-GAAP Performance Measures

To supplement our consolidated financial statements, which are prepared and presented in accordance with U.S. GAAP, we use the following non-GAAP financial measures for our consolidated results: EBITDA which represents net income (loss) before interest expense, provision for income taxes, depreciation and amortization expenses. We believe that EBITDA helps understand and evaluate our core operating performance.

EBITDA does not represent net income, as that term is defined under GAAP, and should not be considered as an alternative to net income (loss) as an indicator of our operating performance. Additionally, EBITDA is not intended to be measures of free cash flow available for management or discretionary use as such measures do not consider certain cash requirements such as capital expenditures, tax payments and debt service requirements. In light of the foregoing limitations, you should not consider EBITDA as substitutes for, or superior to, net income (loss) prepared in accordance with U.S. GAAP. We encourage our shareholders and investors and others to review its financial information in its entirety and not rely on any single financial measure.

EBITDA is presented to enhance investors’ overall understanding of our financial performance and should not be considered a substitute for, or superior to, the financial information prepared and presented in accordance with U.S. GAAP. Investors are encouraged to review the reconciliation of the historical non-GAAP financial measures to their most directly comparable GAAP financial measures. As EBITDA has material limitations as analytical metrics and may not be calculated in the same manner by all companies, they may not be comparable to other similarly titled measures used by other companies.

	For the years ended March 31,
	2025		2024			2023
	US$		US$			US$
Net income / (loss)		5,049,421		(1,960,956	)		2,140,670
Interest expense, net		2,255,934		507,803			191,154
Provision for income taxes		1,128,672		53,291			620,142
Depreciation and amortization expenses		2,369,036		2,371,718			1,507,671
EBITDA		10,803,063		971,856			4,459,637

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements including arrangements that would affect our liquidity, capital resources, market risk support and credit risk support or other benefits.

5C. Research and Development, Patents and Licenses, etc.

See “Item 4. Information on the Company—B. Business Overview—Intellectual Property.”

5D. Trend Information

Other than as disclosed elsewhere in this annual report and below, we are not aware of any trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on our revenues, income from continuing operations, profitability, liquidity or capital resources, or that would cause reported financial information not necessarily to be indicative of future operating results or financial condition.

5E. Critical Accounting Estimates

Financial statements and accompanying notes have been prepared in accordance with U.S. GAAP. The preparation of these financial statements and accompanying notes requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. Estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Certain accounting estimates are particularly sensitive because of our significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management’s current judgments. We believe that the following accounting estimates are critical to our business operations and understanding our consolidated financial results.

Contingent consideration for acquisitions

We determined that the contingent consideration related to the 2Game acquisition should be classified as a liability, as we are obligated to settle the arrangement in cash or shares upon 2Game’s achievement of certain performance milestones. In accordance with ASC 815-40, Derivatives and Hedging, we initially recognized the contingent consideration at fair value and remeasure it at each reporting date. We continue to adjust the carrying amount until the contingency is resolved. Any changes in fair value are recognized as a gain or loss in our consolidated statements of operations and comprehensive income (loss).

Contingent consideration for acquisition was valued at the time of acquisitions and March 31, 2025, using unobservable inputs and the undiscounted cash flow methodology. The determination of the fair value is based on discounted cash flows, the key assumptions take into consideration the probability of meeting each performance target and the discount factor. As of the acquisition date of 2Game, the fair value of the contingent consideration for acquisition was determined to be approximately $3.4 million.

Subsequently, the change of fair value of the contingent consideration for acquisition was amounted to a loss of approximately $0.5 million, $0.3 million and $0.9 million for the year ended March 31, 2025, 2024 and 2023, respectively. As of March 31, 2025 and 2024, the contingent consideration for acquisition amounted to approximately $1.1 million and $3.7 million, respectively.

Convertible notes and derivative liabilities

We determined that the convertible notes issued in connection with the Business Combination contained multiple embedded features, including conversion rights and a Top-Up Share provision. Because our ordinary shares were not publicly traded at the time of issuance, the embedded features did not meet the net settlement criterion under ASC 815. As such, we accounted for the entire instrument as a hybrid financial instrument measured at fair value, with changes in fair value recognized in our consolidated statements of operations and comprehensive income (loss) until conversion. Upon the conversion of the notes into equity on February 13, 2025, the embedded features were detached and separately evaluated.

As of the issuance date, we determined that the fair value of the convertible notes approximated their carrying amount. The fair value was subsequently remeasured as of February 12, 2025 using a probability-weighted scenario analysis that considered expected outcomes associated with the conversion feature. Key inputs included the number of shares issuable upon conversion, the fair value of our ordinary shares at the measurement date, and relevant discount factors. The fair value of the convertible notes as of February 12, 2025 was approximately $25.0 million.

We concluded that the Top-Up Share feature met the definition of a derivative liability under ASC 815-40 due to its variable settlement structure and the fact that it was not considered indexed to our own stock. Accordingly, we accounted for the Top-Up Share provision as a standalone derivative liability, which is measured at fair value upon initial recognition and remeasured at each reporting date until settlement or expiration. Changes in fair value are recognized in our consolidated statements of operations and comprehensive income (loss).

The Top-Up Share liability was valued as of February 12, 2025 and March 31, 2025, using a Monte Carlo simulation model based on unobservable inputs. The fair value measurement incorporated key assumptions, including our stock price, expected volatility, holding period, and the risk-free interest rate. As the conversion date occurred shortly before our March 31, 2025 reporting date and no material changes in valuation inputs were identified, we did not record a significant change in fair value between the two measurement dates. The Top-Up Share liability was recorded at approximately $2.7 million as of the conversion date and $3.1 million as of March 31, 2025.

Goodwill impairment

We perform annual goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. For the years ended March 31, 2025 and 2023, management evaluated the recoverability of goodwill by performing qualitative assessment on its reporting units and determined that it is less likely than not that the fair value of the reporting unit is less than its carrying amount, and therefore, no impairment loss on goodwill was recognized for the year ended March 31, 2025 and 2023. For the years ended March 31, 2024, management evaluated the recoverability of goodwill by comparing the fair value of a reporting unit with its carrying amount. We had engaged a third-party appraiser to assess the fair value of the game distribution reporting unit by applying income approach which considers the present value of the game distribution reporting unit’s future after-tax cash flows, discounting them to present value using a 13.0% discount rate. As a result, the fair value of the game distributing reporting unit’s fair value exceeds its carrying value, and therefore, no impairment loss on goodwill was recognized for the year ended March 31, 2024.

Recent Accounting Pronouncements

See Note 2 of the notes to the consolidated financial statements included elsewhere in this annual report for a discussion of recently issued accounting standards. 

ITEM 19. EXHIBITS

EXHIBIT INDEX

1.1		Amended and Restated Memorandum and Articles of Association of GCL Global Holdings Ltd (incorporated by reference to Exhibit 1.1 of the Company’s Shell Company Report on Form 20-F, filed with the SEC on February 26, 2025).
2.1		Description of Securities (incorporated by reference to Exhibit 2.1 of the Company’s Annual Report on Form 20-F, filed with the SEC on July 31, 2025)
4.1		Form of Senior Convertible Note issued on May 22, 2025 (incorporated by reference to Exhibit 4.1 of the Company’s Form 6-K filed with the SEC on May 22, 2025)
4.2		Form of Warrant issued on July 7, 2025 (incorporated by reference to Exhibit 4.1 of the Company’s Form 6-K filed with the SEC on July 8, 2025)
4.2.1		Amendment No. 1 to Warrant dated July 29, 2025 (incorporated by reference to Exhibit 4.1 of the Company’s Form 6-K filed with the SEC on July 29, 2025)
4.3		Form of Warrant issued on April 28, 2026 (incorporated by reference to Exhibit 4.1 of the Company’s Form 6-K filed with the SEC on August 29, 2026)
10.1		Assignment, Assumption and Amendment Agreement by and among RFAC, the Company and Continental Stock Transfer & Trust Company dated February 13, 2025 (incorporated by reference to Exhibit 10.1 of the Company’s Shell Company Report on Form 20-F filed with the SEC on February 26, 2025).
10.2		Registration Rights Agreement by and among the Company, GCL Global Limited and certain holders named therein, dated February 13, 2025 (incorporated by reference to Exhibit 10.2 of the Company’s Shell Company Report on Form 20-F filed with the SEC on February 26, 2025)
10.3		Bonus Shares Escrow Agreement by and between the Company and Continental Stock Transfer & Trust Company dated February 13, 2025 (incorporated by reference to Exhibit 10.3 of the Company’s Shell Company Report on Form 20-F filed with the SEC on February 26, 2025)
10.4		Share Escrow Agreement by and between the Company and Continental Stock Transfer & Trust Company dated February 13, 2025 (incorporated by reference to Exhibit 10.4 of the Company’s Shell Company Report on Form 20-F filed with the SEC on February 26, 2025)
10.5		Form of Convertible Note Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by RF Acquisition Corp. on October 18, 2024)
10.5.1		Form of Amendment to Convertible Note Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by RF Acquisition Corp. on February 5, 2025)
10.6		Series B Preferred Stock Purchase Agreement by and between GCL Global Limited and Nekcom Inc. dated November 20, 2024 (incorporated by reference to Exhibit 10.24 of the Company’s registration statement on Form F-4 (File 333-280559) filed with the SEC on December 26, 2024)
10.6.1		Addendum to Payment Rescheduling Agreement by and among GCL Global Limited, Nekcom Inc. and other parties named therein dated July 10, 2025 (incorporated by reference to Exhibit 10.6.1 of the Company’s Annual Report on Form 20-F, filed with the SEC on July 31, 2025)
10.6.2		First Amendment to Series B Preferred Stock Purchase Agreement between GCL Global Limited and Nekcom Inc., dated May 15, 2025 (incorporated by reference to Exhibit 99.4 of the Company’s Form 6-K, filed with the SEC on January 30, 2026)
10.7		Securities Purchase Agreement between the Company and the investor named therein, dated May 21, 2025 (incorporated by reference to Exhibit 10.7 of the Company’s Annual Report on Form 20-F, filed with the SEC on July 31, 2025)
10.7.1		Form of Amendment, Waiver and Exchange Agreement dated April 29, 2026 (incorporated by reference to Exhibit 10.1 of the Company’s Form 6-K filed with the SEC on August 29, 2026)
10.8		Registration Rights Agreement between the Company and the buyer named therein, dated May 21, 2025 (incorporated by reference to Exhibit 10.8 of the Company’s Annual Report on Form 20-F, filed with the SEC on July 31, 2025)

10.9##		Sales and Purchase Agreement by and between Ludus Asia Pte. Ltd. and Vendors dated July 31, 2022 (incorporated by reference to Exhibit 10.5 of the Company’s registration statement on Form F-4 (File 333-280559) filed with the SEC on December 26, 2024)
10.10		The First Contract Addendum for the Sales and Purchase Agreement by and between Ludus Asia Pte. Ltd. and Vendors dated July 31, 2022 (incorporated by reference to Exhibit 10.6 of the Company’s registration statement on Form F-4 (File 333-280559) filed with the SEC on December 26, 2024)
10.11		The Second Contract Addendum for the Sales and Purchase Agreement by and between Ludus Asia Pte. Ltd. and Vendors dated October 17, 2023 (incorporated by reference to Exhibit 10.7 of the Company’s registration statement on Form F-4 (File 333-280559) filed with the SEC on December 26, 2024)
10.12		The Third Contract Addendum for the Sales and Purchase Agreement by and between GCL Global Pte. Ltd. (formerly known as Ludus Asia Pte. Ltd.) and Vendors dated December 29, 2024 (incorporated by reference to Exhibit 10.12 of the Company’s Annual Report on Form 20-F, filed with the SEC on July 31, 2025)
10.13##		Share Sale and Purchase Agreement dated March 19, 2025 by and between GCL Global Pte. Ltd. and parties named therein (incorporated by reference to Exhibit 10.13 of the Company’s Annual Report on Form 20-F, filed with the SEC on July 31, 2025).
10.14		Form of Director Indemnification Agreement (incorporated by reference to Exhibit 10.6 of the Company’s Shell Company Report on Form 20-F filed with the SEC on February 26, 2025)
10.15		Equity Incentive Plan, effective February 13, 2025 (incorporated by reference to Exhibit 4.2 of the Company’s Form S-8 filed with the SEC on May 1, 2025)
12.1*		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2022.
12.2*		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2022.
13.1		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2022 (incorporated by reference to Exhibit 13.1 of the Company’s Annual Report on Form 20-F/A, filed with the SEC on April 9, 2026).
13.2		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2022 (incorporated by reference to Exhibit 13.2 of the Company’s Annual Report on Form 20-F/A, filed with the SEC on April 9, 2026).
14.1		Code of Ethics and Business Conduct (incorporated by reference to Exhibit 14.1 of the Company’s Shell Company Report on Form 20-F filed with the SEC on February 26, 2025)
19.1		Insider Trading Policy (incorporated by reference to Exhibit 19.1 of the Company’s Annual Report on Form 20-F, filed with the SEC on July 31, 2025)
21		List of Subsidiaries (incorporated by reference to Exhibit 21 of the Company’s Annual Report on Form 20-F, filed with the SEC on July 31, 2025)
23.1		Consent from Marcum Asia LLP (incorporated by reference to Exhibit 23.1 of the Company’s Annual Report on Form 20-F/A, filed with the SEC on April 9, 2026)
97		Clawback Policy (incorporated by reference to Exhibit 99.5 of the Company’s Form 20-F filed with the SEC on February 26, 2025)
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*	Filed herewith
#	Certain exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). PubCo agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon its request; however, PubCo may request confidential treatment of omitted items.
##	Certain confidential portions of this exhibit were omitted by means of marking such portions with brackets and asterisks because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed, or constituted personally identifiable information that is not material.

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this Amendment No. 2 to the Annual Report on its behalf.

	GCL GLOBAL HOLDINGS LTD

May 4, 2026	By:	/s/ Sebastian Toke
	Name:	Sebastian Toke
	Title:	Group Chief Executive Officer and Director

Amendment: SEC Form 20-F/A filed by GCL Global Holdings Ltd