GCL Global Holdings Ltd美股招股说明书(2025-04-08版)

UP TO 83,456,793 ORDINARY SHARESUP TO 16,500,000 ORDINARY SHARES UNDERLYING WARRANTS GCL GLOBAL HOLDINGS LTD This prospectus relates to, among other things, the issuance from time to time of up to 16,500,000 Ordinary Shares (as defined below) ofGCL Global Holdings Ltd, a Cayman Islands exempted company (the “Company,” “PubCo,” or “we”), which consist of (i) up to 11,500,000Ordinary Shares issuable upon the exercise of 11,500,000 Warrants (as defined below), which were originally included in the units sold at aprice of $10.00 per unit in the initial public offering of RFAC (as defined below), with each Warrant exercisable for Ordinary Share at $11.50per share, and (ii) up to 5,000,000 Ordinary Shares issuable upon the exercise of 5,000,000 Warrants, which were originally issuedconcurrently with the initial public offering of RFAC in a private placement to the Sponsor (as defined below) and EBC (as defined below) ata price of $1.00 per warrant, with each Warrant exercisable for one Ordinary Share at $11.50 per share. This prospectus also relates to the resale from time to time by the selling shareholders named in this prospectus or their permittedtransferees (together, the “Selling Shareholders”) of (a) up to 83,456,793 Ordinary Shares, which consist of (i) 80,581,793 Ordinary Sharesissued to Epicsoft Ventures (as defined below) in connection with the Business Combination (as defined below) at an implied purchase priceof $10.00 per share; and (ii) 2,875,000 Ordinary Shares issued to the Sponsor, which were originally purchased by the Sponsor atapproximately $0.009 per share; (b) up to 4,450,500 Ordinary Shares issuable upon the exercise of 4,450,500 Warrants, which were originallyissued concurrently with the initial public offering of RFAC in a private placement to the Sponsor at a price of $1.00 per warrant, with eachWarrant exercisable for one Ordinary Share at $11.50 per share; and (c) up to 549,500 Ordinary Shares issuable upon the exercise of 549,500Warrants, which were originally issued concurrently with the initial public offering of RFAC in a private placement to EBC at a price of $1.00per warrant, with each Warrant exercisable for one Ordinary Share at $11.50 per share. See “Selling Shareholders” for the details of thesesecurities. Upon expiration of a lock-up period which is twelve months after the closing of the Business Combination, and for so long as theeffective registration statement of which this prospectus forms a part is available for use, Epicsoft Ventures and Sponsor, collectively thebeneficial owners of 83,456,793 Ordinary Shares, constituting approximately 66.1% of our issued and outstanding Ordinary Shares as of thedate of this prospectus, can sell under this prospectus (assuming all Warrants are exercised in full), up to 87,907,293 Ordinary Sharesconstituting approximately 69.6% of the issued and outstanding Ordinary Shares as of the date of this prospectus and approximately 61.6% ofthe issued and outstanding Ordinary Shares (assuming all Warrants are exercised in full). The lock-up restrictions can be waived by theCompany at any time. Given the substantial number of Ordinary Shares being registered for potential resale by Selling Shareholders pursuantto this prospectus, the sale of shares by the Selling Shareholders, or the perception in the market that the holders of a large number of ourOrdinary Shares intend to sell their shares, could increase the volatility of, or result in a significant decline in, the public trading price of theOrdinary Shares. See “Shares Eligible for Future Sales” for more details. Because the prices at which certain Selling Shareholders acquired the securities that they may sell pursuant to this prospectus may belower than that of our public shareholders, certain Selling Shareholders may experience a positive rate of return on the securities that they sellpursuant to this prospectus and be incentivized to sell such shares, when our public shareholders may not experience a similar rate of return.Certain securities being registered for sale pursuant to this prospectus were purchased by certain Selling Shareholders at prices below thecurrent market price of our Ordinary Shares. Based on the closing price of our Ordinary Shares of $1.98 as of March 28, 2025, the Sponsor(with respect to the Sponsor Founder shares (as defined below)) may experience potential profit of up to $1.971 per share, or an aggregateamount of profit of up to approximately $5.7million. Accordingly, such Selling Shareholders may have an incentive to sell their securitieseven if the trading price is lower than the price at which our public shareholders purchased their securities. In connection with the initialpublic offering of RFAC, RFAC’s initial public shareholders acquired RFAC Public Units (as defined below) at a price of $10.00 per unit,each of which comprises one share of RFAC Common Stock, one RFAC Warrant and one RFAC Right, and trading price of our OrdinaryShares have fluctuated