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6-K 1 ea0274621-6k_gclglobal.htm REPORT OF FOREIGN PRIVATE ISSUER

 

 

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 January 2026

 

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 ☐

 

 

 

 


 

On January 30, 2026, GCL Global Holdings Ltd. (“GCL”) issued a press release announcing its financial results for the six months ended September 30, 2025, a copy of which is being furnished as Exhibit 99.1 hereto. As previously announced, GCL will host a conference call to discuss its first half fiscal year 2026 results on Friday, January 30, 2026, at 8:00 a.m. EST. An investors deck related to the conference call is being furnished as Exhibit 99.2 hereto. On January 30, 2026, GCL issued a press release related to a $10.0 million strategic investment, a copy of which is being furnished as Exhibit 99.3. On January 29, 2026, GCL issued a press release related to a game trailer, a copy of which is being furnished as Exhibit 99.4. 

 

Exhibits

 

99.1 Press release dated January 30, 2026 announcing financial results for the six months ended September 30, 2025.
99.2 GCL First Half Fiscal Year 2026 Earnings Presentation, dated January 2026.
99.3 Press release dated January 30, 2026.
99.4 Press release dated January 29, 2026.

 

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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: January 30, 2026    
   
  GCL Global Holdings Ltd.
     
  By: /s/ Sebastian Toke
  Name: Sebastian Toke
  Title: Group CEO

 

 

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EX-99.1 2 ea027462101ex99-1_gclglobal.htm PRESS RELEASE DATED JANUARY 30, 2026 ANNOUNCING FINANCIAL RESULTS FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2025

Exhibit 99.1

 

GCL Announces First Half Fiscal Year 2026 Unaudited Financial Results

 

SINGAPORE, Jan. 30, 2026 (GLOBE NEWSWIRE) - GCL Global Holdings Ltd. (NASDAQ: GCL) (“GCL” or the “Company”), a leading provider of games and entertainment, today announced its financial results for the six months ended September 30, 2025.

 

First Half FY 2026 Highlights

 

Revenues of $98.7 million, up 93.9% from the prior year period

 

Gross Margin of 11.0% compared to 13.8% in first half fiscal year 2025

 

Net loss of $5.6 million, compared to net loss of $0.8 million in the same period last year

 

EBITDA loss of $2.7 million, compared to a gain of $0.7 million in first half fiscal year 2025.

 

“The first half of the year marked an important period of execution and foundation-building for the company,” said Sebastian Toke, Group CEO of GCL. “We completed the acquisition of Ban Leong Technologies and began integration efforts focused on operational alignment and cost efficiencies. We also continued investing in gaming franchises that we believe have strong potential to contribute to revenue growth and margin improvement over time and secured a strategic investment in our 4Divinity publishing subsidiary, providing additional flexibility to expand our pipeline across both AAA and indie titles.”

 

“Our year-over-year revenue growth primarily reflects the contribution from Ban Leong’s hardware, computer accessories, and multimedia product sales following the acquisition. The transaction expanded our scale and distribution reach and further diversified our operating platform. Our focus now is on disciplined integration and capturing operational synergies across our gaming and entertainment ecosystem, spanning development, publishing, hardware and software distribution, and digital marketing. As titles advance through development and commercialization, we expect our broader platform to be increasingly positioned to support more consistent operating performance over time.”

 

Revenues for the first half of fiscal year 2026 were $98.7 million, up 93.9% from $50.9 million in the comparable six months of fiscal year 2025. The increase was driven by an expanded product line-up in the console game/hardware/accessories segment (including Ban Leong), alongside continued growth in publishing.

 

Gross margin was 11.0% for the six months ended September 30, 2025, a decline from 13.8% in the prior year period, despite gross profit increasing 54.5% year over year to $10.8 million The margin tightening was a function of a shifting product mix, with Ban Leong’s hardware & accessories distribution contributing lower margins than our higher-margin publishing activities and Ban Leong representing a much larger share of the consolidated revenue base in the period. As a result, the consolidated gross margin percentage declined despite higher gross profit dollars.

 

The cost of revenues was $87.9 million for the first six months of FY 2026, increasing by approximately 100.2% compared to $43.9 million for the same period in the prior year, as a larger portion of procurement and fulfillment needed to be run through broader third-party vendor ecosystems and distribution channels as the Group expands into a larger operating footprint.

 

 


 

Total operating expenses also more than doubled in the period, growing 115.7% to $17.5 million from $8.1 million in the prior year period.

 

Selling and marketing expenses were $2.6 million for the first six months of FY 2026 compared to $1.2 million in the prior year period.

 

General and administrative expense increased 116.1% from $14.9 million for the first half of FY 2026 compared to $6.9 million in the same period last year. In conjunction with the Ban Leong acquisition, the growth of the operating footprint increased recurring run-rate costs (headcount, warehousing, selling costs, systems, and public-company compliance). Non-recurring, one-time items of approximately $2.5 million, including professional fees, transaction/integration costs, and related corporate activities, contributed to higher operating expenses.

 

Net loss was $5.6 million for the first half of fiscal 2026, compared to a net loss of $0.8 million in the prior year period.

 

EBITDA for the first half of FY 2026 was a loss of $2.7 million, compared to a profit of $0.7 million in the comparable prior year period.

 

Loss per share, basic and diluted, was $0.04 for the first six months of FY 2026, compared to $0.00 per share for the same period last year.

 

Balance Sheet

 

As of September 30, 2025, the Company had $19.8 million in cash and restricted cash, compared to $21.4 million as of March 31, 2025.

 

Financing activity during the period saw an uptick in connection with the Ban Leong acquisition, including the establishment of a $38.7 million secured term facility with a multi-year maturity extending to 2030, featuring scheduled quarterly repayments and a floating rate interest structure.

 

Guidance

 

The company revised down its prior guidance for the full year 2026. Revenues are now expected to exceed $210 million and gross profit is expected to exceed $21 million, compared to previous guidance that forecasted revenues to exceed $240 million and gross profit to exceed $30 million.

 

“While we remain optimistic on the growth trajectory for fiscal 2026, short-term delays in the release of two titles are expected to cause some publishing revenues to shift into the next fiscal year,” said Sebastian Toke. “We remain positive about our outlook for fiscal 2027 as it marks the beginning of games launch within our game IP portfolio and the realization of the benefits of our unified ecosystem.”

 

Key FY First Half 2026 and Subsequent Developments

 

On September 4, 2025, GCL and 4Divinity announced the launch of “Mandragora: Whispers of the Witch Tree” on PlayStation®5 and Nintendo Switch in Asia.

 

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On September 5, 2025, GCL announced that it had entered into a global publishing agreement for the upcoming multiplayer game “The Defiant.”

 

On September 11, 2025, GCL subsidiary 4Divinity signed a memorandum of understanding to acquire a 60% equity stake in Taiwan’s Alliance-Star International via a strategic share swap.

 

On October 8, 2025, GCL unveiled the new game title, “Island of Hearts,” a live-action interactive adventure expected to be available on PC in March 2026.

 

On October 16, 2025, GCL announced that it had executed an MOU to acquire Madeviral, a Singapore-based full-service marketing agency specializing in gamer-focused marketing, to accelerate global growth in game marketing and publishing support.

 

On December 2, 2025, GCL announced that ADATA Technology, a global leader in memory and storage solutions listed on the Taipei Exchange (TPEX), had invested $3 million in its publishing subsidiary, 4Divinity, for approximately a 1.2% equity interest in 4Divinity.

 

Conference Call

 

GCL will host a webcast and conference call to discuss its first half fiscal year 2026 results today at 8:00 a.m. EST. A live webcast and a slide presentation will be available on GCL’s investor relations website in the “Events” section under the “News & Events” header at ir.gclglobalholdings.com.

 

For participants who wish to dial in, please register in advance using the link provided below and do so 10 to 15 minutes prior to the call. Dial-in numbers, passcode, and unique access PIN will be provided upon registering:

 

Dial-in registration link

 

A webcast replay of the call will be available at ir.gclglobalholdings.com for one year following the call.

 

About GCL Global Holdings

 

GCL Global Holdings Ltd. (“GCL”) is a holding company incorporated in the Cayman Islands (GCL together with its subsidiaries, the “GCL Group”). Through its operating subsidiaries, GCL Group unites people through its ecosystem of content and hardware in games and entertainment, enabling creators to deliver engaging experiences to gaming communities worldwide with a strategic focus on the rapidly expanding Asian gaming market.

 

Drawing on a deep understanding of gaming trends and market dynamics, GCL Group leverages its diverse portfolio of digital and physical content as well as multimedia peripherals to bridge cultures and reach a global audience by introducing Asian-developed IP across consoles, PCs, and streaming platforms. Learn more at http://www.gclglobalholdings.com.

 

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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 GCL, GCL’s ability to scale and grow its business, the advantages and expected growth of GCL, and GCL’s ability to source and retain creative talent and publish games. 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 GCL’s annual report on Form 20-F, filed with the SEC on July 31, 2025, and other documents filed by GCL 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.

 

Non-GAAP Measures

 

Some of the financial information and data contained in this press release, such as EBITDA, have not been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). GCL believes these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to GCL’s financial condition and results of operations. GCL’s management uses these non-GAAP measures for trend analysis and for budgeting and planning purposes. GCL believes that the use of these non-GAAP measures provides an additional tool for investors to evaluate projected operating results and trends, as well as compare GCL’s financial measures with those of other similar companies, many of which also present similar non-GAAP financial measures to investors.

 

Management of GCL does not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitation of these non-GAAP financial measures is that they exclude significant expenses and income that are required by GAAP to be recorded in GCL’s financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgments by management about which expenses and income are excluded or included in determining these non-GAAP financial measures. You should review GCL’s audited financial statements, which are presented in the most recent annual report on Form 20-F filed with the SEC on July 31, 2025, and not rely on any single financial measure to evaluate GCL’s business.

 

GCL Investor Relations:

 

Crocker Coulson

crocker.coulson@aummedia.org

(646) 652-7185

 

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GCL GLOBAL HOLDINGS LTD AND ITS SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(Stated in U.S dollar, except for the number of shares)

 

    September 30     March 31  
    2025     2025  
    (Unaudited)        
ASSETS            
CURRENT ASSETS            
Cash and cash equivalents   $ 16,645,803     $ 18,247,380  
Restricted cash     3,138,188       3,131,335  
Accounts receivable, net     29,734,943       25,761,683  
Investment in convertible note     2,508,204       -  
Amount due from related parties     254       392,334  
Inventories, net     35,338,482       5,936,223  
Other receivable and other current assets, net     2,761,483       1,733,022  
Prepayments, net     8,161,667       6,239,861  
Loan to third party     683,464       382,024  
Derivative asset     170,000       269,119  
Total current assets     99,142,488       62,092,981  
                 
NONCURRENT ASSETS                
Property and equipment, net     1,081,934       380,315  
Definite-lived intangible assets, net       6,702,334       2,207,852  
Indefinite-lived intangible assets       14,941,422       14,324,323  
Goodwill       12,810,231       2,990,394  
Long-term investments       15,435,274       15,435,274  
Prepayments, a related party       5,000,000       3,000,000  
Operating leases right-of-use assets       3,717,474       442,376  
Finance leases right-of-use assets       271,080       363,008  
Deferred tax assets, net       757,591       351,060  
Total noncurrent assets       60,717,340       39,494,602  
                 
TOTAL ASSETS     $ 159,859,828     $ 101,587,583  
                 
LIABILITIES, AND SHAREHOLDERS’ EQUITY                  
CURRENT LIABILITIES                  
Bank Loans, current     $ 16,896,727     $ 10,500,085  
Convertible notes, net of unamortized discounts of $273,050 and $0 as of September 30, 2025 and March 31, 2025     2,129,295       -  
Accounts payable       35,632,686       28,389,357  
Accounts payable, a related party       3,958,410       4,567,337  
Contract liabilities       2,599,140       505,323  
Other payables and accrued liabilities       7,881,345       4,702,791  
Operating lease liabilities, current       2,036,722       376,751  
Contingent consideration for acquisition, current       1,121,726       1,121,006  
Finance leases liabilities, current       71,222       84,528  
Amount due to related parties       190,459       683,338  
Derivative liabilities       1,590,000       -  
Tax payables     1,475,002       1,417,173  
Total current liabilities       75,582,734       52,347,689  
                 
NON-CURRENT LIABILITIES                  
Operating lease liabilities, non-current       1,718,766       110,368  
Finance leases liabilities, non-current       114,173       164,606  
Bank loans, non-current       35,101,609       1,421,139  
Deferred investment consideration payable       7,500,000       7,500,000  
Derivative liabilities, non-current       3,050,932       3,086,519  
Deferred tax liabilities       785,078       -  
Total non-current liabilities       48,270,558       12,282,632  
                 
TOTAL LIABILITIES       123,853,292       64,630,321  
                 
COMMITMENTS AND CONTINGENCIES                  
                 
SHAREHOLDERS’ EQUITY                  
Ordinary share, par value $0.0001; 150,000,000 shares authorized,127,059,246 and 126,276,372 shares issued as of September 30, 2025 and March 31, 2025, respectively, and 122,730,852 and 121,947,978 outstanding as of September 30, 2025 and March 31, 2025, respectively*     12,275       12,196  
Additional paid-in capital       20,977,383       18,149,582  
Retained earnings       12,415,128       17,513,985  
Accumulated other comprehensive (loss) income       (287,541 )     178,312  
TOTAL GCL Global Holdings Ltd shareholders’ equity       33,117,245       35,854,075  
                 
Non-controlling interests       2,889,291       1,103,187  
                 
TOTAL SHAREHOLDERS’ EQUITY       36,006,536       36,957,262  
                 
TOTAL LIABILITIES, AND SHAREHOLDERS’ EQUITY     $ 159,859,828     $ 101,587,583  

 

* Giving retroactive effect to reverse recapitalization effected on February 13, 2025.

 

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GCL GLOBAL HOLDINGS LTD AND ITS SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Stated in U.S dollar, except for the number of shares)

 

    For the Six Months Ended
September 30,
 
    2025     2024  
REVENUES            
Revenues   $ 98,722,907     $ 50,905,030  
Revenues, a related party     214       675  
TOTAL REVENUES     98,723,121       50,905,705  
                 
COST OF REVENUES                
Cost of revenues     (82,564,733 )     (36,579,493 )
Cost of revenues, related parties     (5,319,134 )     (7,308,820 )
TOTAL COST OF REVENUES     (87,883,867 )     (43,888,313 )
                 
GROSS PROFIT     10,839,254       7,017,392  
                 
OPERATING EXPENSES                
Selling and marketing     (2,600,658 )     (1,219,251 )
General and administrative     (14,864,330 )     (6,878,939 )
Provision for doubtful accounts     -          
Total operating expenses     (17,464,988 )     (8,098,190 )
                 
LOSS FROM OPERATIONS     (6,625,734 )     (1,080,798 )
                 
OTHER INCOME (EXPENSE)                
Other income, net     1,239,940       356,921  
Interest expense, net     (1,519,193 )     (359,624 )
Change in fair value of contingent consideration for acquisition     78,906       270,615  
Change in fair value of investment in convertible notes     (82,796 )     -  
Change in fair value of derivative asset and derivative liabilities     1,135,647       -  
TOTAL OTHER INCOME, NET     852,504       267,912  
                 
LOSS BEFORE INCOME TAXES     (5,773,230 )     (812,886 )
                 
INCOME TAXES BENEFIT     221,072       10,444  
                 
NET LOSS     (5,552,158 )     (802,442 )
                 
Less: net loss attributable to non-controlling interests     (453,301 )     (290,155 )
                 
NET LOSS ATTRIBUTABLE TO GCL GLOBAL HOLDINGS LTD’S SHAREHOLDERS   $ (5,098,857 )   $ (512,287 )
                 
NET LOSS     (5,552,158 )     (802,442 )
                 
OTHER COMPREHENSIVE LOSS                
Foreign currency translation adjustments     (489,725 )     (12,492 )
                 
COMPREHENSIVE LOSS     (6,041,883 )     (814,934 )
                 
Less: total comprehensive loss attributable to noncontrolling interests     (477,173 )     (292,178 )
                 
Total comprehensive loss attributable to GCL Global Holdings Ltd’s shareholders   $ (5,564,710 )   $ (522,756 )
                 
LOSS PER SHARE - BASIC AND DILUTED, ORDINARY SHARES   $ (0.04 )   $ (0.00 )
                 
WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES OUTSTANDING*                
Basic and diluted     122,069,309       105,054,995  

 

* Giving retroactive effect to reverse recapitalization effected on February 13, 2025.

 

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Non-GAAP Financial Measures

 

    For the six months ended September 30,  
    2025     2024  
    US$     US$  
Net loss     (5,552,158 )     (802,442 )
Interest expense, net     1,519,193       359,624  
Provision for income taxes     (221,072 )     (10,444 )
Depreciation and amortization expenses     1,518,185       1,180,513  
EBITDA     (2,735,852 )     727,251  

 

 

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EX-99.2 3 ea027462101ex99-2_gclglobal.htm GCL FIRST HALF FISCAL YEAR 2026 EARNINGS PRESENTATION, DATED JANUARY 2026

Exhibit 99.2

 

THE ASIAN POWERHOUSE IN GAMES & ENTERTAINMENT 1 FY26 Half - Year Financial Report January 2026

 


This presentation and any oral statements made in connection with this presentation shall neither constitute an offer to sell nor the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction . This communication is restricted by law ; it is not intended for distribution to, or use by any person in, any jurisdiction where such distribution or use would be contrary to local law or regulation . No Representations and Warranties This presentation is for informational purposes only and does not purport to contain all of the information that may be required to evaluate a possible investment decision with respect to GCL Global Holdings Ltd . (GCL) or any of its subsidiaries . The recipient agrees and acknowledges that this presentation is not intended to form the basis of any investment decision by the recipient and does not constitute financial investment, tax or legal advice . No representation or warranty, express or implied, is or will be given by GCL or any of their respective affiliates, directors, officers, employees or advisers or any other person as to the accuracy or completeness of the information (including as to the accuracy, completeness or reasonableness of statements, estimates, targets, projections, assumptions or judgments) in this presentation or in any other written, oral or other communications transmitted or otherwise made available to any party in the course of its evaluation of a possible transaction and no responsibility or liability whatsoever is accepted for the accuracy or sufficiency thereof or for any errors, omissions or misstatements, negligent or otherwise, relating thereto . The recipient also acknowledges and agrees that the information contained in this presentation is preliminary in nature and is subject to change, and any such changes may be material . GCL disclaims any duty to update the information contained in this presentation . Forward - looking statements This presentation includes “forward - looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 . GCL’s actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward - looking statements as predictions of future events . Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward - looking statements . These forward - looking statements include, without limitation, GCL’s expectations with respect to future performance . These forward - looking statements also involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results . Factors that may cause such differences include, but are not limited to : ( 1 ) our ability to distribute and publish new and “hit” game titles ; ( 2 ) success in developing and creating game IP ; ( 3 ) our ability to achieve the expected benefits of our recent acquisition of Ban Leong Technologies Limited and future acquisitions ; ( 4 ) our ability to grow and manage growth profitably, maintain relationships with consumers, resellers and game studios and retain key employees ; ( 5 ) success in our strategy to monetize game IP through transmedia ; ( 6 ) ability to develop a technology platform and diversify revenue streams ; ( 7 ) changes in the applicable laws or regulations ; ( 8 ) the possibility that GCL may be adversely affected by other economic, business, and/or competitive factors ; and ( 9 ) other risks and uncertainties that we have identified in our annual report on Form 20 - F filed with the U . S . Securities and Exchange Commission (the “SEC”) on July 31 , 2025 , and may identify from time to time in our filings with the SEC . GCL cautions that the foregoing list of factors is not exclusive and not to place undue reliance upon any forward - looking statements, including projections, which speak only as of the date made . GCL undertakes no obligation to and accepts no obligation to release publicly any updates or revisions to any forward - looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based . Industry, Market Data and Partnerships : In this presentation, GCL relies on and refers to certain information and statistics regarding the markets and industries in which GCL competes . Such information and statistics are based on management’s estimates and/or obtained from third - party sources, including reports by market research firms and company filings . While GCL believes that such third - party information is reliable, there can be no assurance as to the accuracy or completeness of the indicated information . GCL has not independently verified the accuracy or completeness of the information provided by the third - party sources . This presentation contains descriptions of certain key business partnerships with GCL . These descriptions are based on GCL management team’s discussion with such counterparties, certain non - binding written agreements and the latest available information and estimates as of the date of this presentation . These descriptions are subject to negotiation and execution of definitive agreements with certain of such counterparties which have not been completed as of the date of this presentation . Financial Information; Non - GAAP Financial Terms Certain financial information and data contained in this presentation is unaudited and does not conform to Regulation S - X . Accordingly, such information and data may not be included in, may be adjusted in or may be presented differently in, any proxy statement, registration statement, or prospectus to be filed by GCL with the SEC . Some of the financial information and data contained in this presentation, such as EBITDA is not measures prepared in accordance with United States generally accepted accounting principles (“GAAP”) . GCL believes that these non - GAAP measures of financial results provides useful information to management and investors regarding certain financial and business trends relating to GCL’s financial condition and results of operations and in comparing GCL’s financial measures with other similar companies, many of which present similar non - GAAP financial measures to investors . GCL management does not consider this non - GAAP measure in isolation or as an alternative to financial measures determined in accordance with GAAP . The principal limitation of this non - GAAP financial measure is that it excludes significant expenses and income that is required by GAAP to be recorded in GCL’s financial statements . In addition, it is subject to inherent limitations as it reflects the exercise of judgments by management about which expense and income items are excluded or included in determining this non - GAAP financial measures . In order to compensate for these limitations, management presents this measure (EBITDA) with the most closely related GAAP result (net income) . Trademarks This presentation contains trademarks, trade names and copyrights of GCL and other companies, which are the property of their respective owners .

 


THE ASIAN POWERHOUSE IN GAMES & ENTERTAINMENT 2 Forward Looking Statements Revenue US$’M +93.9% YoY 50.9 98.7 1HFY25 1HFY26 7.0 10.8 1HFY25 1HFY26 +54.5% YoY Results For First Half Fiscal Year 2026 Unaudited Consolidated Financial Results Gross Profit US$’M First Half FY2026 Highlights • Revenues of $98.7 million, up 93.9% from the prior year period • Gross Profit of $10.8 million, up 54.5% from the prior year period • Gross Margin of 11.0% compared to 13.8% in first half fiscal year 2025 • Net loss of $5.6 million, compared to net loss of $0.8 million in the same period last year • EBITDA loss of $2.7 million, compared to a gain of $0.7 million in first half fiscal year 2025. THE ASIAN POWERHOUSE IN GAMES & ENTERTAINMENT 3 Consumer electronics & gaming hardware group with more than 30 years of history as an authorized distributor for major brands.

 


Key Ban Leong highlights: Distributes IT accessories, gaming components, smart (IOT) technology, and commercial products across Asia. Authorized distributor for over 50 well - known brands, including Razer, Nvidia, Samsung, Huawei, TP - Link, and LG. Multi - channel distribution strategy (e - commerce platforms, brick - and - mortar retailers, chain stores, & direct to corporate resellers & system integrators with operating service centers in Singapore, Malaysia, & Thailand providing support & repair services.) Major Brand Portfolio Completed the Acquisition of Ban Leong Technologies Limited 4 Available on PlayStation 5 and Nintendo Switch in Asia THE ASIAN POWERHOUSE IN GAMES & ENTERTAINMENT 5 5 Live - action interactive adventure expected to be available on PC in March 2026 Global mobile rights to Kingdom Under Fire: The Civil War

 


 


Jan 28, 2026: 4Divinity & Hoothanes release an exclusive trailer of The Defiant on gaming channel IGN (20 mln subs). The Defiant - an upcoming story - driven, cinematic, single - player World War II - set first - person shooter that sees players take part in China’s War of Resistance against Japan. Trailer garnered 40K views in a day with comparisons to the game franchise "Call of Duty". The Defiant brings the War of Resistance Against Japan to life for the first time in Hollywood - level storytelling with tactical FPS combat. Built in Unreal Engine 5 by a veteran film – game team, The Defiant aims to become a cultural landmark in China with a global appeal for players seeking fresh, authentic WWII experiences. THE DEFIANT: OFFICIAL REVEAL TRAILER https://sea.ign.com/the - defiant/237982/news/the - defiant - a - story - driven - single - player - wwii - fps - announced - for - pc - and - consoles THE ASIAN POWERHOUSE IN GAMES & ENTERTAINMENT 6 ADATA US$13M Strategic Investment Into 4Divinity On January 30, 2026, GCL announced that it’s publishing subsidiary, 4Divinity Pte.

 


Ltd. has received an additional $10M strategic investment from ADATA Technology Co., Ltd., a world leader in memory and storage solutions, following ADATA’s initial investment of $3.0 million announced in December 2025. Parties have closed the investment at a valuation of $250 million for 4Divinity. The total investment of $13M to date provides 4Divinity with the capital to continue securing high - profile global game titles, enhancing its digital distribution infrastructure, and strengthening its position as a leading game publisher in the international market.

 


X THE ASIAN POWERHOUSE IN GAMES & ENTERTAINMENT 7 AN POWERHOUSE IN GAMES & ENTERTAINMENT 8 Alliance - Star International GCL subsidiary 4Divinity signed a non - binding memorandum of understanding to acquire a 60% equity stake in Taiwan’s Alliance - Star International via a strategic share swap T H A E l l A i a S n I ce - Star International is the developer of the mobile game Kingdom Under Fire: The Civil War 8 THE ASIAN POWERHOUSE IN GAMES & ENTERTAINMENT 9

 


 


Balance Sheet Unaudited Condensed Consolidated Balance Sheet THE ASIAN POWERHOUSE IN GAMES & ENTERTAINMENT 10 Balance Sheet Unaudited Condensed Consolidated Balance Sheet THE ASIAN POWERHOUSE IN GAMES & ENTERTAINMENT 11

 


 


 


Income Statement Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss THE ASIAN POWERHOUSE IN GAMES & ENTERTAINMENT 12 EBITDA Non - GAAP Financial Measures For the years ended September 30, THE ASIAN POWERHOUSE IN GAMES & ENTERTAINMENT 13 For the Six Months Ended September 30, 2024 2025 US$ US$ ) (802,442 (5,552,158) Net loss 359,624 1,519,193 Interest expense, net (10,444) (221,072) Provision for income taxes 1,180,513 1,518,185 Depreciation and amortization expenses 727,251 (2,735,852) EBITDA

 

EX-99.3 4 ea027462101ex99-3_gclglobal.htm PRESS RELEASE DATED JANUARY 30, 2026

Exhibit 99.3

 

GCL Announces Expanded $10 Million Strategic Investment from ADATA Technology to Accelerate Global Entertainment and Digital Growth

 

$10 million investment values 4Divinity publishing subsidiary at $250 million

 

SINGAPORE, Jan. 30, 2026 (GLOBE NEWSWIRE) -- GCL Global Holdings Ltd (Nasdaq: GCL) (“GCL” or the “Company”), a leading provider of games and entertainment, today announced that its publishing subsidiary, 4Divinity Pte. Ltd. (“4Divinity”), has received an additional $10.0 million strategic investment from ADATA Technology Co., Ltd. (“ADATA”), a world leader in memory and storage solutions, following ADATA’s initial investment of $3.0 million announced in December 2025. Parties have closed the investment at a price of $2.50 per share, representing a valuation of $250 million for 4Divinity. The investment provides 4Divinity with the capital to continue securing high-profile global game titles, enhancing its digital distribution infrastructure, and strengthening its position as a leading game publisher in the international market.

 

Beyond capital, the investment offers significant potential for operational synergies. ADATA and 4Divinity intend to explore strategic tie-ins, including the potential development of branded memory cards and gaming peripherals customized with 4Divinity’s exclusive game IP, creating a unique value proposition for gamers worldwide.

 

“This is our vote of confidence in 4Divinity’s potential to become a dominant force in global game publishing,” said Simon Chen, Chairman and CEO of ADATA. “With this second investment, we are ensuring 4Divinity has the financial agility to accelerate market share capture and integrate our technological DNA into the gaming experiences of tomorrow through customized hardware and IP-driven products.”

 

“We are excited to deepen our relationship with ADATA,” said Sebastian Toke, Group CEO of GCL. “This investment allows 4Divinity to evolve from a regional player into a global contender. It provides the foundation to execute our vision for high-quality content distribution, while bringing in a partner that is truly invested in long-term innovation, particularly through hardware synergies that enhance the value of our growing library of game IP.”

 

Strategic Highlights:

 

Focused Subsidiary Growth: The equity investment is dedicated to 4Divinity, empowering the subsidiary to lead GCL’s global publishing charge, allowing for immediate scaling of 4Divinity’s current and upcoming projects.

 

Hardware & IP Synergies: The partnership will explore unique product tie-ins, such as memory cards and gaming products customized with 4Divinity’s game IP, bridging the gap between hardware and software

 


 

About GCL Global Holdings

 

GCL Global Holdings Ltd. (“GCL”) is a holding company incorporated in the Cayman Islands (GCL together with its subsidiaries, the “GCL Group”). Through its operating subsidiaries, GCL Group unites people through its ecosystem of content and hardware in games and entertainment, enabling creators to deliver engaging experiences to gaming communities worldwide with a strategic focus on the rapidly expanding Asian gaming market.

 

Drawing on a deep understanding of gaming trends and market dynamics, GCL Group leverages its diverse portfolio of digital and physical content as well as multimedia peripherals to bridge cultures and reach a global audience by introducing Asian-developed IP across consoles, PCs, and streaming platforms. Learn more at https://www.gclglobalholdings.com/

 

About 4Divinity

 

4Divinity is a digital and retail games publishing company and a majority-owned subsidiary of GCL, focused on bringing exciting game content from around the world to Asia and introducing Asian content to a global market. Along with its sister company, Epicsoft Asia, 4Divinity is partnering with publishers and development studios to introduce brand-new IP to the region. https://www.4divinity.com/

 

About ADATA – Innovating the Future

 

ADATA Technology is the world’s second-largest manufacturer of DRAM memory and branded solid state drives, ranked top 25 among Best Taiwan Global Brands. ADATA’s main product lines include memory modules, solid state drives, consumer electronics, and industrial solutions. The company has also expanded into enterprise storage under the TRUSTA brand, AI AMR robots, electric vehicles, and gaming products through its XPG brand. ADATA’s products have garnered wide international acclaim over the years including iF Design, Red Dot Design, and Taiwan Excellence awards. Looking to the future, ADATA remains committed to its sustainable vision of “Innovate Today, Embrace Tomorrow.” The company continues to embody the “hummingbird spirit” as it uses innovative technology to create a smart and colorful life for people everywhere. For more information, please visit www.adata.com.

 

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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 GCL, GCL’s ability to scale and grow its business, the advantages and expected growth of GCL, and GCL’s ability to source and retain creative talent and publish games. 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 GCL’s annual report on Form 20-F, filed with the SEC on July 31, 2025, and other documents filed by GCL 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

crocker.coulson@aummedia.org

(646) 652-7185

 

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EX-99.4 5 ea027462101ex99-4_gclglobal.htm PRESS RELEASE DATED JANUARY 29, 2026

Exhibit 99.4

 

GCL Announces Trailer for Upcoming WWII Release ‘The Defiant’

  

● A Story-Driven FPS Portraying the Fire and Fury of the Mysterious Eastern Battlefield

 

SINGAPORE, Jan. 29, 2026 (GLOBE NEWSWIRE) -- GCL Global Holdings Ltd. (NASDAQ: GCL) (“GCL” or the “Company”), a leading provider of games and entertainment, today announced the launch of a trailer for the upcoming release of “The Defiant,” a World War II story-driven first-person shooter published by its game publishing subsidiary, 4Divinity Pte. Ltd. (“4Divinity”), and developed by Hoothanes.

 

A bold new title from 4Divinity highlights a rarely depicted chapter of World War II Exploring China’s War of Resistance.

 

For decades, World War II games have returned to the same frontlines — the beaches of Normandy, the deserts of North Africa, and the cities of Western Europe. Entire wars have been retold through familiar lenses.

 

But World War II was far larger than that. Set in the Asian theatre of World War II, the game places players in the midst of China’s War of Resistance against Japan, a vast and brutal conflict that cost the lives of countless Chinese soldiers and civilians yet has remained largely unexplored in interactive entertainment.

 

“The Defiant” reflects GCL’s broader vision of supporting distinctive, story-driven interactive experiences that bring new cultural and historical perspectives to global audiences.

 

The title is set to launch on PC via Steam and consoles, with wishlisting now available on Steam.

 

Watch the latest trailer for The Defiant here

 

“The latest trailer for ‘The Defiant’ captures exactly what we aim to build at GCL,” said Sebastian Toke, Group CEO of GCL. “Through 4Divinity, we are assembling a portfolio of bold, narrative-driven games that bring fresh perspectives to familiar genres. ‘The Defiant’ shines a light on an important and rarely explored chapter of World War II, delivering a cinematic, authentic experience while demonstrating our commitment to supporting ambitious creators and meaningful storytelling.”

 

The newly released trailer offers an early look at the game’s locations, combat, and tone, revealing an experience shaped not only by spectacle, but by history and cultural identity.

 

 


 

A Cinematic Story of Resistance

 

At its core, “The Defiant” delivers a narrative-driven cinematic experience. The story unfolds across occupied villages, frozen forests, fortified supply routes, and enemy-controlled urban zones, where each environment reflects the realities of guerrilla warfare and survival behind enemy lines.

 

  Combat Without Frontlines
  Combat mirrors the unpredictable nature of the conflict. Missions shift fluidly between:

 

  Stealth infiltration
  Close-quarters firefights
  Sniping
  Urban espionage
  Code-breaking operations
  Vehicular combat
  Sudden large-scale assaults

 

There are no clear frontlines, only tension, uncertainty, and moments where strategy can be as decisive as firepower.

 

Built for Authenticity

 

Developed in Unreal Engine 5 by a veteran team of filmmakers and game developers, “The Defiant” adopts a restrained, human-centered approach to storytelling. The studio’s goal is not only to depict combat, but to convey the emotional weight of resistance — people fighting for survival, identity, and homeland.

 

Weapons in The Defiant are treated as historical artefacts, not just tools. Players will wield firearms rooted in China’s wartime history, including the Hanyang Rifle, Mauser Military Pistol, MP18 submachine gun, and more. Each is recreated with careful attention to its origin and historical role.

 

For more information, follow 4Divinity on YouTube | X | Instagram | Facebook | Discord | Website.

 

Download the press kit here.

 

About GCL Global Holdings

 

GCL Global Holdings Ltd. (“GCL”) is a holding company incorporated in the Cayman Islands (GCL together with its subsidiaries, the “GCL Group”). Through its operating subsidiaries, GCL Group unites people through its ecosystem of content and hardware in games and entertainment, enabling creators to deliver engaging experiences to gaming communities worldwide with a strategic focus on the rapidly expanding Asian gaming market.

 

Drawing on a deep understanding of gaming trends and market dynamics, GCL Group leverages its diverse portfolio of digital and physical content as well as multimedia peripherals to bridge cultures and reach a global audience by introducing Asian-developed IP across consoles, PCs, and streaming platforms.

 

Learn more at http://www.gclglobalholdings.com.

 

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About 4Divinity

 

4Divinity Pte. Ltd. is a majority-owned publishing subsidiary of GCL Global Holdings Ltd., with operations in Singapore, Hong Kong, Japan and UK. The company partners with developers worldwide to publish and market digital titles across PC, console, and mobile platforms, bringing Asian creativity to global audiences.

 

About Hangzhou Hoothanes Technology Co., Ltd.

 

Hoothanes is a China-based game development studio known for its innovative gameplay systems and immersive storytelling. With “The Defiant,” the studio aims to deliver a premium cross-platform experience that blends tactical depth with cinematic narrative.

 

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 GCL, GCL’s ability to scale and grow its business, the advantages and expected growth of GCL, and GCL’s ability to source and retain creative talent and publish games. 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 GCL’s annual report on Form 20-F, filed with the SEC on July 31, 2025, and other documents filed by GCL 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
crocker.coulson@aummedia.org
(646) 652-7185

 

 

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