GCL Global Holdings Ltd美股招股说明书(2025-09-09版)

UP TO 15,105,000 ORDINARY SHARES GCL GLOBAL HOLDINGS LTD This prospectus relates to, among other things, the issuance and resale from time to time, of up to 15,105,000 ordinary shares (the“Shares”) of GCL Global Holdings Ltd, a Cayman Islands exempted company (the “Company,” “PubCo,” or “we”), comprised of (i)up to 14,480,000 ordinary shares by an institutional investor (the “PIPE Investor”) issuable upon the conversion of a series of originalissue discount senior unsecured convertible notes in the aggregate principal amount of $5,430,000 (the “Notes”) issued to PIPEInvestor pursuant to a securities purchase agreement between the Company and PIPE Investor dated as of May 21, 2025, and (ii)625,000 ordinary shares by Teng Woo Boon, the Managing Director of Ban Leong Technologies Pte. Ltd. (“Teng” together with PIPEInvestor, collectively, the “Selling Shareholders”), an indirect wholly-owned subsidiary of the Company. We are not selling any securities under this prospectus and will not receive any proceeds from the sale of the Shares by the SellingShareholders. The Selling Shareholders may sell the Shares from time to time in public or private transactions, at fixed or negotiatedprices. See “Plan of Distribution.” We will bear all reasonable costs, expenses, and fees in connection with the registration of the Shares. We are registering up to 14,480,000 of the Shares on behalf of PIPE Investor to satisfy certain registration rights that the Companygranted in connection with the issuance of the Notes. The Notes are convertible at the option of the holders into Ordinary Shares at aconversion price of $2.16, subject to certain anti-dilution adjustments. Given the substantial number of Shares being registered for potential resale by the Selling Shareholders pursuant to thisprospectus, 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 priceof our securities. See “Shares Eligible for Future Sales” for more details. Our registration of the securities covered by this prospectus does not mean that either we will issue, or the Selling Shareholderswill offer or sell, as applicable, any of the securities. The Selling Shareholders may offer, sell or distribute all or part of the securitiesregistered hereby for resale from time to time through public or private transactions at either prevailing market prices or at privatelynegotiated prices. The securities are being registered to permit the Selling Shareholders to sell the securities from time to time, inamounts, at prices and on terms determined at the time the Selling Shareholders offer and sell the securities covered by this prospectus.The Selling Shareholders may offer and sell the securities covered by this prospectus through ordinary brokerage transactions, directlyto market makers of our securities or through any other means described in the section entitled “Plan of Distribution” herein. Inconnection with any sales of the securities offered hereunder, the Selling Shareholders, any underwriters, agents, brokers or dealersparticipating in such sales may be deemed to be “underwriters” within the meaning of the Securities Act of 1933, as amended (the“Securities Act”). We will pay certain fees in connection with the registration of the securities and will not receive proceeds from the sale of thesecurities by the Selling Shareholders, as described in more detail in the section titled “Use of Proceeds” appearing elsewhere in thisprospectus. On February 14, 2025, our Ordinary Shares and Warrants commenced trading on The Nasdaq Stock Market LLC (“Nasdaq”)under the symbols “GCL” and “GCLWW,” respectively. As of September 2, 2025, the closing price of our Ordinary Shares andWarrants was $3.07 and $0.0717, respectively. The total number of Ordinary Shares issued and outstanding as of the date of this prospectus are 126,943,225 Ordinary Shares and122,572,978 Ordinary Shares, respectively. Each Ordinary Share is entitled to one vote. As of the date of this prospectus, Jacky ChooSee Wee, our chairman of the board of directors, is able to exercise voting rights with respect to over 50% of the voting power of ourissued and outstanding shares through his beneficial ownership of 80,581,793 Ordinary Shares. We are a “controlled company” asdefined under the Corporate Governance Rules of Nasdaq. For so long as we remain a controlled company under this definition, weare permitted to elect to rely, and currently rely, on certain exemptions from corporate governance rules, including the exemption fromthe rule that a majority of our board of directors must be independent directors. For details, see “Risk Factors - We are a “controlledcompany” under the Corporate Governance Rules of Nasdaq and can rely on exemptions from certain corporate governancerequirements that could advers