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CORRESP
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June 28, 2024

BY EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, NE

Washington, DC 20549

    Re:
    GCL Global Holdings Ltd

    Draft Registration Statement
    on Form F-4

    Submitted March 27,
    2024

    CIK No. 0002002045

Ladies and Gentlemen:

On behalf of our client,
GCL Global Holdings Ltd. (the “Company”), referenced by CIK No. 0002002045, we are writing to submit the Company’s
response to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the United States Securities
and Exchange Commission (the “Commission”) set forth in its letter, dated April 24, 2024, relating to the Company’s
Draft Registration Statement on Form F-4 submitted via EDGAR on March 27, 2024 (the “Registration Statement”).

The Company is concurrently
filing via EDGAR the Registration Statement on Form F-4 (the “F-4”), which reflects the Company’s response
to the comments received by the Staff and certain updated information.

We have set forth below the
comments in the Staff’s letter, in bold, and the Company’s responses thereto.

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.

Response:
The Company confirms with the Staff that none of the reports containing market and industry data cited in the prospectus was commissioned
by the Company for use in connection with the registration statement.

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.

Response: The Company acknowledges the Staff’s
comment and has revised the Registration Statement to include the requested information. Please see page 21 of the F-4.

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.

Response: The Company acknowledges the Staff’s
comment and has revised the Registration Statement to include the requested information. Please see page 16 of the F-4.

    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.

Response: The Company acknowledges the Staff’s
comment and has revised the Registration Statement to include the requested information. Please see page 17 of the F-4.

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.

Response: The Company acknowledges the Staff’s
comment and has revised the Registration Statement to include the requested information. Please see page 43 of the F-4.

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.

    Response:
    Pursuant to Section 6.6 of the Merger Agreement, PubCo’s obligation to issue the 2,000,000 Incentive Shares at Closing
    is not conditioned on the Transaction Financing. Sponsor, in its sole discretion, may allocate any or all of the Incentive Shares
    at Closing to (i) investors who agree not to redeem their shares in connection with the business combination, (ii) investors
    in the Transaction Financing, or (iii) Sponsor itself. We have received no signed subscription agreement for the Transaction
    Financing at this time, and do not know if Sponsor will need to use any or all of the Incentive Shares as an incentive for investors
    to participate in the Transaction Financing. We also will not know the terms of any non-redemption agreements, or if we will need
    to enter into non-redemption agreements at all until we are close to the Closing. In response to the Staff’s comment, we have
    clarified it in the definition of “Incentive Shares” on page 7 and in the pro forma financials footnote disclosure on
    pages 117 and 118 that PubCo’s obligation to issue the 2,000,000 Incentive Shares at Closing is not conditioned on the Transaction
    Financing, and disclosure on page 122 that the pro forma adjustments will likely change subject to the terms of the non-redemption
    agreements, if any and the Transaction Financing.

    •      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 of such share) for every non-redeemed share and how you considered such terms in the assumptions used under the Maximum
    Redemption Scenario.

    Response:
    There are no non-redemption agreements at this time. However, RFAC may enter into non-redemption agreements (or similar
    arrangements) with investors who agree not to redeem their shares in connection with the business combination. The Sponsor, in its
    sole discretion, may allocate any or all of the Incentive Shares at Closing to such investors in consideration of their entering
    into non-redemption agreements. We will not know the terms of these non-redemption agreements, or if we will need to enter into non-redemption
    agreements at all until we are close to the Closing. In response to the Staff’s comment, we have clarified the disclosure on
    pages 17 and 44, and on page 122 that the pro forma adjustments will likely change subject to the terms of the non-redemption
    agreements.

    •      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.

    Response:
    Under the Maximum Redemption Scenario, we have calculated the maximum number of shares that may be redeemed and will still allow
    RFAC to meet the $25.0 million Minimum Cash requirement. Pursuant to Section 9.3 of the Merger Agreement, the $25.0 million
    Minimum Cash requirement can be met by a combination of the aggregate cash available to PubCo from the Trust Account at Closing and
    the Transaction Financing which is defined as a private placement or other alternative financing in an aggregate amount of not less
    than $20.0 million. Since we have received no signed subscription agreement for the Transaction Financing at this time, we have assumed
    that the $25.0 million Minimum Cash requirement will be met by having at least $25.0 million cash balance in the Trust Account at
    Closing. In response to the Staff’s comment, we have added disclosure on pages 17, 44 and 122 to clarify that the number of
    shares redeemed under the Maximum Redemption Scenario will change if we are able to complete the Transaction Financing.

    •      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.

Response: Pursuant
to Section 9.3(b) of the Merger Agreement, the $25.0 million Minimum Cash requirement is a closing condition. If it is not
met, GCL can choose not to close the business combination or waive the Minimum Cash requirement. In response to the Staff’s
comment, we have added a scenario on pages 17-18, 64-67 and 114-126 assuming that the $25.0 million Minimum Cash requirement is not
met and parties nonetheless choose to close the business combination.

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.

Response: The Company acknowledges the staff’s
comment and has revised the pro forma adjustment (AA) to only eliminate the interest earned from trust account based on the redemption
rate rather than 100% eliminated.

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.

Response:
Pursuant to Section 6.6 of the Merger Agreement, Sponsor, in its sole discretion, may allocate any or all of the Incentive
Shares at Closing to (i) investors who agree not to redeem their shares in connection with the business combination, (ii) investors
in the Transaction Financing, or (iii) Sponsor itself. We have received no signed subscription agreement for the Transaction Financing
at this time, and do not know if Sponsor will need to use any or all of the Incentive Shares as an incentive for investors to participate
in the Transaction Financing. We also will not know the terms of any non-redemption agreements, or if we will need to enter into non-redemption
agreements at all until we are close to the Closing. In response to the Staff’s comment, we have added disclosure on pages 17,
44, 117 and 118 to clarify that we have assumed that Sponsor will retain all 2,000,000 Incentive Shares at Closing.

The Business Combination Proposal

Lock-Up Agreement, page 123

    9.
    Please
    expand your disclosure to describe the exceptions to the lock-up agreements.

Response: The Company has added disclosure on
page 131 in response to the Staff’s comment.

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.

Response: The Company acknowledges the Staff’s
comment and has revised the Registration Statement to include the requested information. Please see pages 148-149 of the F-4.

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 developer
    represents and whether you are substantially dependent on any one game developer. Refer to Item 601(b)(10) of Regulation S-K.

Response: The Company acknowledges the Staff’s
comment. All of the Company’s distribution agreements and publishing agreements are contracts made in the ordinary course of business.
We have provided a summary of the general terms of these agreements on pages 178 through 181 of the F-4. Since the distribution
revenue derived from Sega game titles accounted for more than 10% of our total consolidated revenue for the past two fiscal years, we
have included more detailed disclosure on the general terms of our agreements with Sega, and have filed them as Exhibits 10.8 through
10.10 with the F-4. We have redacted certain pricing information in Exhibits 10.8 and 10.9 pursuant to Regulation S-K Item 601(b)(10)(iv) due
to the sensitive and confidential nature of such information. The Company agrees to furnish to the Staff, upon request, an unredacted
copy of Exhibits 10.8 and 10.9 for confidential, non-disclosable, review.

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.

Response: The Company has corrected the disclosure
by removing the disclosure in question.

Company’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.

Response: The Company has revised the Registration
Statement to include the requested information. Please see pages 198 and 199 of the F-4.

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