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    SEC Form 424B3 filed by GCL Global Holdings Ltd

    6/12/25 4:17:57 PM ET
    $GCL
    Computer Software: Prepackaged Software
    Technology
    Get the next $GCL alert in real time by email
    424B3 1 ea024558202-424b3_gclglobal.htm PROSPECTUS SUPPLEMENT

    Filed Pursuant to Rule 424(b)(3)

    Registration No. 333-286361

     

    Prospectus Supplement No. 6

    (to Prospectus dated April 7, 2025)

     

    SUPPLEMENT NO. 6 TO

     

    PROSPECTUS FOR

     

    UP TO 83,456,793 ORDINARY SHARES

    UP TO 16,500,000 ORDINARY SHARES UNDERLYING WARRANTS

     

    This Prospectus Supplement No. 6 is being filed to update and supplement the information contained in the prospectus dated April 7, 2025 (as supplemented from time to time, the “Prospectus”), relate to, among other things, the issuance from time to time of up to 16,500,000 Ordinary Shares and the resale from time to time of up to 83,456,793 Ordinary Shares by the selling shareholders named in this prospectus or their permitted transferees.

     

    June 12, 2025

     

     

     

     

     

     

    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 June 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 ☐

     

     

     

     

     

     

    Voluntary Unconditional Cash Offer for Ban 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 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”), excluding shares held in treasury (the “Shares”) pursuant to Rule 15 of the Singapore Code on Take-overs and Mergers (“Code”) and subject to the terms and conditions in the Offeror’s formal offer document (the “Offer Document”) dated May 21, 2025 in accordance with the Code. The Offer was declared unconditional in all respects on May 27, 2025.

     

    On June 12, 2025, the Offeror made an announcement (the “Announcement’) that it has successfully garnered acceptances exceeding 90% of the total number of Ban Leong’s issued Shares (excluding Shares held in treasury); and that it intends to exercise its right to compulsorily acquire all the Offer Shares not acquired under the Offer at the Offer Price, and to delist Ban Leong from the Singapore Stock Exchange following the completion of such compulsory acquisition. 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 June 12, 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   Announcement made by Epicsoft Asia Pte. Ltd. in Singapore, dated June 12, 2025.
    99.2   Press release issued by GCL Global Holdings Ltd., dated June 12, 2025.

     

    1

     

     

    SIGNATURE

     

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

     

    Dated: June 12, 2025    
       
      GCL Global Holdings Ltd.
         
      By: /s/ Sebastian Toke
      Name:  Sebastian Toke
      Title: Group CEO

     

    2

     

     

    Exhibit 99.1

     

    VOLUNTARY UNCONDITIONAL CASH OFFER

     

    by

     

    EPICSOFT ASIA PTE. LTD.

    (Company Registration No.: 201428300H)

    (Incorporated in the Republic of Singapore)

     

    to acquire all the issued and paid-up ordinary shares in the capital of

     

    BAN LEONG TECHNOLOGIES LIMITED

    (Company Registration No.: 199303898C)

    (Incorporated in the Republic of Singapore)

     

    LEVEL OF ACCEPTANCES, RIGHT OF COMPULSORY ACQUISITION AND DISSENTING SHAREHOLDERS’ RIGHTS, AND LOSS OF FREE FLOAT ANNOUNCEMENT

     

     

    1.INTRODUCTION

     

    1.1Epicsoft 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 offer (the “Offer”) for all the issued and paid-up ordinary shares (excluding treasury shares) (“Offer Shares”) in the capital of Ban Leong Technologies Limited (the “Company” or “Ban Leong”), in accordance with 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”) of the electronic dissemination of the offer document dated 21 May 2025 containing the terms and conditions of the Offer (the “Offer Document”) and its related documents;

     

    (c)the Offer Document; and

     

    (d)the announcement dated 27 May 2025 by the Offeror in relation to, amongst other things, the Offer being declared unconditional in all respects.

     

    1.2Unless otherwise defined, capitalised terms in this Announcement shall bear the same meaning as set out in the Offer Document.

     

    1.3Electronic copies of the Offer Document, the Acceptance Forms, the Notification and all announcements in relation to the Offer and other related documents are available on the website of the Singapore Exchange Securities Trading Limited (the “SGX-ST”) at www.sgx.com.

     

     

     

     

    2.LEVEL OF ACCEPTANCES OF THE OFFER

     

    Pursuant to Rule 28.1 of the Code, the Offeror wishes to announce that:

     

    2.1Acceptances of the Offer

     

    Based on information provided to the Offeror, as at 6.00 p.m. (Singapore time) on 12 June 2025, the Offeror has received, pursuant to the Offer, valid acceptances in respect of 100,167,499 Offer Shares, representing approximately 92.92%1 of the total number of issued Shares.

     

    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.

     

    2.2Shares held before the Offer Period

     

    As at 30 April 2025, being the Offer Announcement Date, the Offeror and its Concert Parties do not own or control any Shares.

     

    2.3Shares acquired or agreed to be acquired during the Offer Period

     

    From the Offer Announcement Date and up to 6.00 p.m. (Singapore time) on 12 June 2025, save for the acceptances received pursuant to the Offer stated in paragraph 2.1 above, representing approximately 92.92% 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 6.00 p.m. (Singapore time) on 12 June 2025) has acquired or agreed to acquire any further Shares.

     

    2.4Aggregate Holdings

     

    Accordingly, based on information available to the Offeror, as at 6.00 p.m. (Singapore time) on 12 June 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 100,167,499 Shares, representing approximately 92.92% of the total number of issued Shares.

     

     

    1Unless otherwise stated, references in this Announcement 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 681,818 returned shares) as at the date of this Announcement. Percentage figures have been rounded to the nearest two (2) decimal places.

     

    2

     

     

    3.RIGHT OF COMPULSORY ACQUISITION UNDER THE COMPANIES ACT

     

    3.1Compulsory 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 (“Despatch Date”)), 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 Offer Document, the Offeror, if so entitled, intends to exercise its right of compulsory acquisition 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.

     

    As at 6.00 p.m. on 12 June 2025, 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 now entitled to, and intends to exercise its right of compulsory acquisition under Section 215(1) of the Companies Act to compulsorily acquire all the Shares of the Dissenting Shareholders at the Offer Price.

     

    The Offeror will despatch to the Dissenting Shareholders the relevant documentation in relation to the exercise of its right of compulsory acquisition, together with the prescribed notice under the Companies Act, in due course. Subsequent to such compulsory acquisition, the Offeror will proceed to delist the Company from the SGX-ST.

     

    Dissenting Shareholders should note that the Offer remains open for acceptance until the Final Closing Date as stated in paragraph 5 below and the Offer therefore remains as an opportunity for Shareholders to realise the value of their Shares at the Offer Price as soon as practicable.

     

    Shareholders who have not accepted the Offer but who still wish to do so should refer to paragraph 6 of this Announcement.

     

    3.2Dissenting Shareholders’ rights under Section 215(3) of the Companies Act

     

    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 to compulsorily acquire the Shares of the Dissenting Shareholders, the Dissenting Shareholders need not take any action in relation to their rights under Section 215(3) of the Companies Act. The Dissenting Shareholders who wish to exercise such a right or who are in any doubt as to their position are advised to seek their own independent legal advice.

     

     

    2For the purpose of Section 3.1 above, any person or body corporate falling within the meaning of Section 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 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 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.

     

    3

     

     

    4.LOSS OF FREE FLOAT, TRADING SUSPENSION AND OFFEROR’S INTENTIONS FOR THE COMPANY

     

    4.1Under Rule 1105 of the Listing Manual, as the Offeror has received valid acceptances pursuant to the Offer which result in the Offeror and its concert parties holding more than 90% of the total number of issued Shares (excluding treasury shares), 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 number of issued Shares (excluding treasury shares) are held by at least 500 Shareholders who are members of the public. Under Rule 1303(1) of the Listing Manual, where the Offeror succeeds in garnering acceptances exceeding 90% of the total number of issued Shares (excluding treasury shares), thus causing the percentage of the total number of issued Shares (excluding treasury shares) held in public hands to fall below 10%, the SGX-ST will suspend trading of the Shares at the close of the Offer.

     

    4.2Rule 723 of the Listing Manual requires the Company to ensure that at least 10% of the total number of issued Shares is at all times held by the public (“Free Float Requirement”). In addition, under Rule 724(1) of the Listing Manual, if the Company fails to satisfy the Free Float Requirement, the Company must, as soon as practicable, announce that fact 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 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 (excluding treasury shares) held by members of the public to be raised to at least 10%, failing which the Company may be delisted from the SGX-ST.

     

    4.3In the event that the Free Float Requirement is not satisfied at the close of the Offer and the trading of the Shares on the SGX-ST is suspended pursuant to Rule 724, Rule 1105 or Rule 1303(1) of the Listing Manual, the Offeror does not intend to support any action or take any steps to maintain the listing status of the Company. In addition, the Offeror reserves the right to seek a voluntary delisting of the Company from the SGX-ST pursuant to Rules 1307 and 1309 of the Listing Manual.

     

    4.4As at 6.00 p.m. (Singapore time) on 12 June 2025, the Free Float Requirement is no longer satisfied and as stated in the Offer Document, 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.

     

    5.FINAL CLOSING DATE

     

    The Offer remains open for acceptance until 5.30 p.m. (Singapore time) on 2 July 2025 (the “Final Closing Date”). Notice is hereby given that the Offer will not be open for acceptance beyond 5.30 p.m. on the Final Closing Date. Acceptances received after 5.30 p.m. on the Final Closing Date will be rejected.

     

    4

     

     

    6.PROCEDURES FOR ACCEPTANCE OF THE OFFER

     

    6.1Shareholders who have validly accepted the Offer on or prior to the date of this Announcement are not required to take any further action in relation to the Offer.

     

    6.2Shareholders who wish to accept the Offer but have not done so should complete, sign and deliver their relevant Acceptance Forms and all other relevant documents as soon as possible so as to reach the Offeror c/o The Central Depository (Pte) Limited or B.A.C.S Private Limited (as the case may be) not later than 5.30 p.m. (Singapore time) on the Closing Date. Alternatively, Shareholders who are individual and joint-alternate account holders who hold Offer Shares deposited with CDP may also submit the FAA in electronic form via SGX’s Investor Portal at investors.sgx.com.

     

    Further details on the procedures for acceptance of the Offer are set out in Appendix 2 to the Offer Document and in the relevant Acceptance Forms.

     

    6.3Shareholders who have not received or who have misplaced the Offer Document and/or the relevant Acceptance Forms should contact The Central Depository (Pte) Limited (if they hold Offer Shares deposited with CDP) or B.A.C.S Private Limited (if they hold Offer Shares in scrip form), as the case may be, immediately at the addresses set out below:

     

    The Central Depository (Pte) Limited

    by contacting CDP’s Customer Service

    Hotline at +65 6535 7511 during their

    operating hours or emailing CDP at [email protected]

    B.A.C.S Private Limited

    at 77 Robinson Road,

    #06-03 Robinson 77,

    Singapore 068896

     

    Electronic copies of the Offer Document and the relevant Acceptance Forms may also be obtained on the website of the SGX-ST at www.sgx.com or from Ban Leong’s website at banleong.com/news-room/.

     

    6.4CPFIS Investors and SRS Investors will receive further information on how to accept the Offer from their respective CPF Agent Banks and SRS Agent Banks (as the case may be) directly. CPFIS Investors and SRS Investors are advised to consult their respective CPF Agent Banks and SRS Agent Banks (as the case may be) should they require further information, and if they are in doubt as to the action they should take. CPFIS Investors and SRS Investors should seek independent professional advice. CPFIS Investors and SRS Investors who wish to accept the Offer are to reply to their respective CPF Agent Banks and SRS Agent Banks (as the case may be) by the deadline stipulated in the letter from their respective CPF Agent Banks and SRS Agent Banks (as the case may be), which may be earlier than the Closing Date.

     

    If Shareholders are in any doubt about the Offer and/or the course of action they should take, they should consult their stockbroker, bank manager, solicitor, accountant, tax adviser or other professional adviser immediately.

     

    5

     

     

    7.SETTLEMENT

     

    Based on Rule 30 of the Code and as stated in the Offer Document, Shareholders can expect that settlement of their acceptances of the Offer shall be made by the Offeror as soon as practicable and in any case:

     

    a)in respect of acceptances of the Offer which are complete and valid in all respects and are received on or before the date of this Announcement, within seven (7) business days of that date; or

     

    b)in respect of acceptances which are complete and valid in all respects and are received after the date of this Announcement but before the Offer closes, within seven (7) business days of the date of such receipt.

     

     

    8.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.

     

    Issued by

     

    EPICSOFT ASIA PTE. LTD.

     

    12 June 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.

     

    6

     

     

    Exhibit 99.2

     

    GCL Announces Subsidiary’s Intention to Exercise Right of Compulsory Acquisition in relation to the Offer for Ban Leong Technologies Limited and Subsequent Delisting

     

    As of 6.00 p.m. (Singapore time) on June 12, 2025, GCL’s indirect subsidiary, Epicsoft Asia Pte. Ltd. (the “Offeror”) owns, controls, or has agreed to acquire an aggregate of 100,167,499 Shares representing approximately 92.92% of the total number of issued Shares of Ban Leong Technologies Limited.

     

    SINGAPORE, June 12, 2025 (GLOBE NEWSWIRE) -- 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 Offeror has successfully garnered acceptances exceeding 90% of the total number of issued Shares (excluding Shares held in treasury) (the “Announcement”).

     

    As of 6.00 p.m. (Singapore time) on June 12, 2025, GCL’s indirect subsidiary, the Offeror owns, controls, or has agreed to acquire an aggregate of 100,167,499 Shares representing approximately 92.92% of the total number of issued Shares of Ban Leong Technologies Limited (“Ban Leong”).

     

    Consequently, the Offeror is entitled to, and intends to, exercise its right to compulsorily acquire all the Offer Shares not acquired under the Offer. The Offeror will despatch to the Shareholders who have not accepted the Offer (“Dissenting Shareholders”) the relevant documentation in relation to the exercise of its right of compulsory acquisition, together with the prescribed notice under the Companies Act 1967 of Singapore, in due course. Subsequent to such compulsory acquisition, the Offeror will proceed to delist Ban Leong from the Singapore Stock Exchange.

     

    LOOKING AHEAD

     

    As stated in the Offer Document dated May 21, 2025, the acquisition is expected to create potential synergies through economies of scale and improved operational efficiencies. It is also expected to enable new revenue streams, introduce additional sales channels, and enhance both companies’ brand positioning within an integrated gaming ecosystem.

     

    Following the completion of the Offer, GCL will explore opportunities to align with Ban Leong’s marketing and procurement strategies in the consumer electronics and gaming hardware sectors. This may include initiatives such as leveraging Ban Leong’s industry relationships, exploring B2C sales opportunities for gaming peripherals and PC components that complement GCL’s gaming content, and evaluating the feasibility of introducing branded gaming devices pre-installed with GCL titles. GCL and Ban Leong will also assess how the Group’s existing sales and distribution infrastructure across Asia can support the broader commercialisation of GCL’s gaming portfolio. Notwithstanding the foregoing, the Offeror will undertake a comprehensive review of Ban Leong’s businesses and fixed assets to determine the optimal strategy for Ban Leong, post-closing of the Offer.

     

    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 June 12, 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.

     

    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.

     

    2

     

     

    Forward-Looking Statements

     

    This press release includes “forward-looking statements” made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995, and may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements may also include, but are not limited to, statements regarding projections, estimates and forecasts of revenue and other financial and performance metrics, projections of market opportunity and expectations, the estimated implied enterprise value of the Company, GCL’s ability to scale and grow its business, the advantages and expected growth of the Company, and the Company’s ability to source and retain talent. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of GCL’s management and are not predictions of actual performance.

     

    These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance, or achievements to be materially different from those expressed or implied by these forward-looking statements. Although GCL believes that it has a reasonable basis for each forward-looking statement contained in this press release, GCL cautions you that these statements are based on a combination of facts and factors currently known and projections of the future, which are inherently uncertain. In addition, there are risks and uncertainties described in the proxy statement/prospectus included in the Registration Statement relating to the recent business combination, filed by the Company with the SEC on December 31, 2024 and other documents 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
    [email protected]
    (646) 652-7185

     

    Directors’ Responsibility Statement pursuant to 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.

     

    3

     

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    • GCL Announces Subsidiary's Intention to Exercise Right of Compulsory Acquisition in relation to the Offer for Ban Leong Technologies Limited and Subsequent Delisting

      SINGAPORE, June 12, 2025 (GLOBE NEWSWIRE) -- 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 Offeror has successfully garnered acceptances exceeding 90% of the total number of issued Shares (excluding Shares held in treasury) (the "Announcement"). As of 6.00 p.m. (Singapore time) on June 12, 2025, GCL's indirect subsidiary, the Offeror owns, controls, or has agreed to acquire an aggregate of 100,167,499 Shares representing approximately 92.92% of the total number of issued Shares of Ban Leong Technologies Limited ("Ban Leong"). Consequently, the Offeror is entitled to, and

      6/12/25 8:55:18 AM ET
      $GCL
      Computer Software: Prepackaged Software
      Technology
    • GCL to Participate in Webull's Corporate Webinar Tech Week Series

      SINGAPORE, June 12, 2025 (GLOBE NEWSWIRE) -- GCL Global Holdings Ltd. (NASDAQ:GCL) ("GCL" or the "Company"), a leading provider of games and entertainment, today announced that the Company will be participating in an upcoming tech-focused webinar series hosted by Webull on June 20th. Webull Tech Week Corporate Webinar Series Presentation format with Q&A to follow Who: Sebastian Toke, Group CEOWhen: June 20, 2025, 2:00pm – 3:00pm EasternWhere: Virtual - Register Here About GCL Global Holdings GCL Global Holdings Ltd. unites people through immersive games and entertainment experiences, enabling creators to deliver engaging content and fun gameplay experiences to gaming communities world

      6/12/25 8:30:00 AM ET
      $GCL
      Computer Software: Prepackaged Software
      Technology
    • GCL Subsidiary's Offer for Ban Leong Technologies Declared Unconditional in all Respects

      SINGAPORE, May 27, 2025 (GLOBE NEWSWIRE) -- GCL Global Holdings Ltd. (NASDAQ:GCL) ("GCL" or the "Company") is a leading provider of games and entertainment and the indirect parent company of Epicsoft Asia Pte. Ltd. (the "Offeror"), the bidder seeking to acquire all of the issued and paid-up ordinary shares in the capital of Ban Leong Technologies Limited (SGX: B26) ("Ban Leong"), excluding shares held in treasury (the "Shares") pursuant to Rule 15 of the Singapore Code on Take-overs and Mergers (the "Offer"). The Offeror today announced that the total number of Shares owned, controlled or agreed to be acquired by the Offeror and parties acting in concert with it (including by way of valid

      5/27/25 8:30:00 AM ET
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      Computer Software: Prepackaged Software
      Technology

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    SEC Filings

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    • SEC Form 424B3 filed by GCL Global Holdings Ltd

      424B3 - GCL Global Holdings Ltd (0002002045) (Filer)

      6/12/25 4:17:57 PM ET
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      Computer Software: Prepackaged Software
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    • SEC Form 6-K filed by GCL Global Holdings Ltd

      6-K - GCL Global Holdings Ltd (0002002045) (Filer)

      6/12/25 4:16:43 PM ET
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      Computer Software: Prepackaged Software
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    • SEC Form 424B3 filed by GCL Global Holdings Ltd

      424B3 - GCL Global Holdings Ltd (0002002045) (Filer)

      5/27/25 4:01:51 PM ET
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    • GCL Subsidiary's Offer for Ban Leong Technologies Declared Unconditional in all Respects

      SINGAPORE, May 27, 2025 (GLOBE NEWSWIRE) -- GCL Global Holdings Ltd. (NASDAQ:GCL) ("GCL" or the "Company") is a leading provider of games and entertainment and the indirect parent company of Epicsoft Asia Pte. Ltd. (the "Offeror"), the bidder seeking to acquire all of the issued and paid-up ordinary shares in the capital of Ban Leong Technologies Limited (SGX: B26) ("Ban Leong"), excluding shares held in treasury (the "Shares") pursuant to Rule 15 of the Singapore Code on Take-overs and Mergers (the "Offer"). The Offeror today announced that the total number of Shares owned, controlled or agreed to be acquired by the Offeror and parties acting in concert with it (including by way of valid

      5/27/25 8:30:00 AM ET
      $GCL
      Computer Software: Prepackaged Software
      Technology
    • GCL Announces Voluntary Conditional Cash Offer for Ban Leong Technologies Limited at S$0.6029 per Share

      • Transaction expected to expand GCL's bundled product offerings and have a positive impact on GCL's adjusted EBITDA SINGAPORE, April 30, 2025 (GLOBE NEWSWIRE) -- GCL Global Holdings Ltd (NASDAQ:GCL) ("GCL" or the "Company"), a leading provider of games and entertainment, today announced that its indirectly wholly-owned subsidiary, Epicsoft Asia Pte. Ltd. (the "Offeror"), has made a voluntary conditional 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 (SGX: B26) , excluding shares held in treasury (the "Shares") pursuant to Rule 1

      4/30/25 9:43:14 AM ET
      $GCL
      Computer Software: Prepackaged Software
      Technology