IPO - GCL Global Holdings Ltd

Form Type: F-1

Filing Date: 2025-04-03

Corporate Action: Ipo

Type: New

Accession Number: 000121390025028608

Filing Summary: GCL Global Holdings Ltd has filed a registration statement on Form F-1 with the U.S. Securities and Exchange Commission on April 3, 2025, for the proposed sale of up to 83,456,793 Ordinary Shares, alongside 16,500,000 ordinary shares underlying warrants. The company, incorporated in the Cayman Islands, will offer these securities from time to time after the registration statement is declared effective. The prospectus outlines the terms of the shares and warrants, including the exercise price of $11.50 per share for warrants. Key shareholders such as Epicsoft Ventures and the Sponsor can sell substantial shares after a lock-up period, creating potential volatility in the market price of the Ordinary Shares. The document also notes that GCL Global is an emerging growth company and a foreign private issuer, providing certain regulatory benefits. The company has chosen to comply with reduced public company reporting requirements under the Jumpstart Our Business Startups Act. The registration aims to facilitate the sale of shares by Selling Shareholders at prevailing market prices.

Form Type: CORRESP

Filing Date: 2025-04-03

Corporate Action: Ipo

Type: New

Accession Number: 000121390025028640

Filing Summary: GCL Global Holdings Ltd requests the acceleration of the effectiveness of its Registration Statement on Form F-1 (File No. 333-286361). The company seeks to have the Registration Statement become effective by 4:00 p.m. on April 7, 2025, or as soon as practicable. The letter acknowledges the Commission's authority to take action regarding the Registration Statement and clarifies that the effectiveness does not relieve the Company of its responsibilities for disclosure accuracy. Additionally, it states that the Company cannot use the declaration of effectiveness as a defense in any legal proceedings under federal securities laws.

Form Type: DRS

Filing Date: 2025-03-17

Corporate Action: Ipo

Type: New

Accession Number: 000121390025024502

Filing Summary: On March 17, 2025, GCL Global Holdings Ltd filed a draft registration statement (Form F-1) with the U.S. SEC pertaining to an initial public offering of its securities. The offering includes 83,456,793 ordinary shares for resale by shareholders, among which 80,581,793 shares are related to a business combination. The company’s ordinary shares and warrants commenced trading on Nasdaq under the symbols 'GCL' and 'GCLWW' from February 14, 2025, with respective closing prices listed in the document as $2.13 for ordinary shares and $0.09 for warrants as of March 13, 2025. The document highlights that the exercisability of warrants may be affected by market trading prices. GCL Global Holdings Ltd is identified as an emerging growth company compliant with reduced public reporting requirements and is classified as a foreign private issuer. The filing's primary purpose is to register the issuance of shares in compliance with registered securities and to facilitate potential sales by selling shareholders, who may sell securities at prevailing market prices or negotiated prices. Risk factors associated with such transactions include potential market price volatility and discrepancies in returns between selling shareholders and public investors.