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April 24, 2024
Sebastian Toke
Chief Executive Officer
GCL Global Holdings Ltd
29 Tai Seng Avenue #02-01
Natural Cool Lifestyle Hub
Singapore 534119
65 80427330
Re:GCL Global Holdings Ltd
Draft Registration Statement on Form F-4
Submitted March 27, 2024
CIK No. 0002002045
Dear Sebastian Toke:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form F-4 Submitted March 27, 2024
Market and Industry Data, page 2
1.We note that the prospectus includes market and industry data based on information from
third-party sources. If any of these reports were commissioned by you for use in
connection with the registration statement, please file consents pursuant to Rule 436 of the
Securities Act as exhibits to your registration statement or tell us why you believe you are
not required to do so.

 FirstName LastNameSebastian  Toke
 Comapany NameGCL Global Holdings Ltd
 April 24, 2024 Page 2
 FirstName LastName
Sebastian  Toke
GCL Global Holdings Ltd
April 24, 2024
Page 2
Questions and Answers For Stockholders of RFAC, page 14
2.Please revise the conflicts of interest discussion so that it highlights all material interests
in the transaction held by the sponsor and the company’s officers and directors. This could
include fiduciary or contractual obligations to other entities as well as any interest in, or
affiliation with, the target company. In addition, please clarify how the board considered
those conflicts in negotiating and recommending the business combination.
Q: What equity stake will holders of RFAC Public Shares, holders of Company Shares..., page
17
3.Please expand your disclosure regarding the Sponsor’s ownership interest in the target
company. Disclose the approximate dollar value of the interest based on the transaction
value and recent trading prices.
4.Your column header "Assuming 50% Redemptions" appears to suggest redemption of
50% of the total RFAC Class A Common Shares that are available for redemption, while
the description on page 16 indicates this column represents "50% of maximum
redemptions." Please revise this column header in the share ownership tables throughout
the prospectus to more clearly convey what this column is intended to represent.

Summary of the Proxy Statement/Prospectus, page 31
5.We note your disclosure on page 40 addressing the potential impact of redemptions on
non-redeeming shareholders, and the sources and extent of dilution that shareholders who
elect not to redeem their shares may experience in connection with the business
combination. Here and/or as applicable throughout the filing, please disclose the potential
impact on the per share value of the shares owned by non-redeeming shareholders by
including a sensitivity analysis for the range of redemption scenarios.
Unaudited Pro Forma Condensed Combined Financial Information, page 101
6.As defined on page 7, Incentive Shares can be used as incentive in connection with non-
redemption or sources of Transaction Financings. Your pro forma financial statements
appear to assume that 2.0 million shares will be issued as incentive for shareholders not to
redeem their SPAC shares with an offsetting entry to share-based compensation. Please
tell us and revise your disclosures throughout to address the following:
•Explain how Incentive Shares, and the related pro forma adjustments, will be
impacted should you enter into a Transaction Financing prior to closing. For
example, assuming you enter into a Transaction Financing for the issuance of 2.0
million shares, clarify whether you will be able to also issue Incentive Shares
pursuant to the terms of the Merger Agreement.
•Describe how Incentive Shares will be used to avoid further redemption. For
example, explain whether you intend to issue one Incentive Share (or a fraction

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GCL Global Holdings Ltd
April 24, 2024
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of such share) for every non-redeemed share and how you considered such terms in
the assumptions used under the Maximum Redemption Scenario.
•Clarify whether the number of shares redeemed under the Maximum Redemption
Scenario will change if you are able to complete a Transaction Financing and explain
how.
•Explain how the Business Combination will be impacted if more shareholders elect to
redeem their shares such that you are unable to meet the $25.0 million Minimum
Cash requirement.
Note 3. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information
Transaction Accounting Adjustments to Unaudited Pro forma Condensed Combined Statements
of Operations, page 109
7.Please explain why pro forma adjustment (AA) is reflected in the Maximum Redemption
Scenario column or revise.
Note 4. Loss per Share, page 110
8.We note the 2.0 million Incentive Shares are included in the RFAC Initial SPAC
Management shares outstanding. As it appears such shares may be issued to SPAC public
shareholders as incentive for non-redemption or third-parties as part of a Transaction
Financing, please revise to reflect the Incentive Shares as a separate line item and include
a footnote explaining how the ultimate holder of such shares will be impacted. Similar
revisions should be made elsewhere throughout the prospectus where you present share
ownership tables.
The Business Combination Proposal
Lock-Up Agreement, page 123
9.Please expand your disclosure to describe the exceptions to the lock-up agreements.
Certain Forecasted Information for the Company, page 130
10.We note that several assumptions related to your projected financial information include
certain acquisitions and Transaction Financing to occur by March 31, 2024.  Please revise
to clarify whether those acquisitions or financings have occurred, and whether the
assumptions and projected financial information are still reasonable.
Information Related to the Company, page 155
11.We note that you have entered into distribution agreements with game developers
and publishing agreements with game studios. Please revise to include a discussion of
the material terms of the agreements including a description of the rights and obligations
of the parties thereto, financial terms including amounts paid to date, aggregate milestone
amounts to be paid or received and the termination provisions, and file them as exhibits.
In addition, quantify the percentage of revenue that each material supplier or game

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 FirstName LastNameSebastian  Toke
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April 24, 2024
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developer represents and whether you are substantially dependent on any one game
developer. Refer to Item 601(b)(10) of Regulation S-K.
Information Related to the Company, Game Distribution, page 161
12.You state that management believes that Starry Jewelry, a business specializing in retail
and online sales of fashion jewelry, “will contribute game-related hardware and
accessories sales revenue to GCL Group.” Please explain the basis for this statement and
clarify how Starry Group will contribute to game-related hardware and accessories sales
revenue.
RFAC’s Management Discussion and Analysis of Financial Condition and Results of Operations
Key Factors that Affect Operating Results, page 177
13.Please revise to provide quantified information regarding any key performance metrics
used by management in analyzing the business and operating results for each period
presented, or tell us why they are not material to investors. As one non-exclusive example,
we note your disclosure on page 160 that the company has sold 30,200,000 physical and
digital copies of video games to date, but there is no discussion regarding that metric
being considered a key performance metric used by management. Refer to Item 303(a) of
Regulation S-K.
Certain Relationships and Related Party Transactions, page 195
14.We note the disclosure on page 160 that "Together with an affiliated company which our
Group Chairman, Jacky Choo See Wee solely owns and founded in January 2007,
Epicsoft Asia has over 16 years of video games distribution and retail network
management experience in Asia." Please revise here and elsewhere as appropriate
to discuss any agreement between the company or its subsidiaries and entities affiliated
with the Group Chairman, including the material terms of those agreements and file those
agreements as exhibits.
Audited Financial Statements of GCL Global Limited
Note 2 - Summary of significant accounting policies
Indefinite-lived intangible assets, page F-59
15.Please explain to us your basis for classifying console game codes as indefinite-lived
intangible assets. Describe in detail the nature and source of these assets and how you
determined they will contribute to your cash flows indefinitely. Refer to ASC 350-30-35-1
to 35-3.
Revenue recognition, page F-62
16.We note from your disclosure on page 161 that you share with resellers the gross revenue
generated from players who purchase physical or online copies of the video games,
merchandise on your resellers’ online stores or top up cards to play within the games. In

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 Comapany NameGCL Global Holdings Ltd
 April 24, 2024 Page 5
 FirstName LastNameSebastian  Toke
GCL Global Holdings Ltd
April 24, 2024
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addition, you share revenue on console games sold in physical stores. Please describe for
us the nature and terms of your revenue sharing arrangements related to sales of console
game, gaming hardware, accessories, and console game code and revise your footnote
disclosures as necessary to include a discussion of such arrangements.
Revenue from game publishing, page F-63
17.We note that you recognize game publishing revenue at a point in time when control of
the console game code is transferred to end users after they have downloaded it from third
parties' gaming platforms. Please explain further the terms of these arrangement and the
impact on the timing of revenue recognition. Also clarify whether the third party
platforms maintain the console game codes before they are delivered to the end users. In
addition, you state that for these transactions, "the transfer of control typically occurs at a
specific point in time, mainly considering when the gaming platform becomes obligated to
pay for the console game code sold, based on the preceding month’s sales report." Please
explain why the transfer of control in these arrangements is based on the preceding
month's sales report.
18.We note that you recognize revenue from game publishing sales through third-party
platforms, such as Sony's Playstation Network and Valve's Steam, on a net basis. Please
tell us whether you generate game publishing revenue through other third-party platforms.
As applicable, clarify whether the revenue recognition policy differs for any other third-
party platforms and if so, how.
19.We note your discussion on page 162 of publishing agreements that contain minimum
guaranteed royalty payment and/or minimum guaranteed development fees based on the
number of units of the game sold, marketing budget, localization, reporting process,
revenue sharing and payment terms. Please explain further the terms of these
arrangements and the impact on your game publishing revenue recognition policy. Ensure
you address any revenue sharing terms with the publishers and the related accounting.
Note 3 - Business Combination, page F-70
20.The pro forma information provided for the year ended March 31, 2023 appears to
indicate the impact of 2Game on your pro forma revenue and pro forma net income is $0.
Please clarify whether 2Game earned revenue prior to your acquisition and if so, explain
why your pro forma information does not reflect as such, or revise.
Note 15. Concentration of Credit Risk
(a) Major customers, page F-82
21.Please revise to separately disclose the amount or percent of revenue attributable to each
major customer during each period presented. For example, identify your significant
customers as customer A, customer B, customer C, etc., so as to clarify whether there
were any changes in your major customers during the periods presented. Also, identify the
segment or segments reporting such revenue. Refer to ASC 280-10-50-42.

 FirstName LastNameSebastian  Toke
 Comapany NameGCL Global Holdings Ltd
 April 24, 2024 Page 6
 FirstName LastName
Sebastian  Toke
GCL Global Holdings Ltd
April 24, 2024
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General
22.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
            Please contact Chen Chen at 202-551-7351 or Kathleen Collins at 202-551-3499 if you
have questions regarding comments on the financial statements and related matters. Please
contact Charli Wilson at 202-551-6388 or Matthew Derby at 202-551-3334 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Mike Blankenship