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CORRESP
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August 12, 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

    Registration Statement on
    Form F-4

    Filed June 28, 2024

    File No. 333-280559

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 July 15, 2024, relating to the Company’s
Registration Statement on Form F-4 filed via EDGAR on June 28, 2024 (the “Registration Statement”).

The Company is concurrently
submitting via EDGAR Amendment No. 1 to the Registration Statement on Form F-4 (the “Amendment No. 1”),
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.

Registration Statement on Form F-4

Q. What equity stake will holders of RFAC
Public Shares, holder of Company Shares and the Sponsor hold in PubCo upon Completion..., page 15

    1.
    We
    note your revised disclosures in response to prior comment 4. Please revise your description of the "50% Maximum Redemptions"
    scenario to clarify that this scenario assumes 50% of the 661,753 of RFAC Public Stockholders, who can redeem their shares under
    the maximum redemption scenario - with no waiver of the minimum cash condition, exercise their redemption rights. Also, explain why
    the tables beginning on page 44 do not include a scenario that assumes maximum redemptions with Waiver of the Minimum Cash Condition.

Response:
The Company acknowledges the Staff’s comment and has revised the Registration Statement on pages 17, 18, 19, 20, 44, 46,
and 47 of Amendment No. 1 to clarify that the scenario presented assumes 50% of the 660,602 RFAC Public Stockholders, who can
redeem their shares under the maximum redemption scenario – with no waiver of the minimum cash condition, exercised their
redemption rights. The Company has also revised the Registration Statement on pages 44 and 46 of Amendment No. 1 to
reflect in the tables a scenario that assumes maximum redemptions with waiver of the minimum cash condition.

Unaudited Pro Forma Condensed Combined Financial
Information Introduction, page 106

    2.
    Please
    revise to describe what will happen if more than 661,753 RFAC public shareholders elect to redeem and GCL does not waive the minimum
    cash condition, such as the business combination will not be completed. Similar revisions should be made wherever you discuss the
    maximum redemption scenario assuming waiver of the minimum cash condition. Also, clarify which party would be responsible to fund
    any overdrafts incurred under this scenario should GCL elect to waive the minimum cash condition.

Response:
The Company acknowledges the Staff’s comment and has revised the Registration Statement on pages 17, 19, 20, 44, 45, 46,
47, 48, 60, 109, 115, and 207 of Amendment No. 1 to describe what will happen if more than 660,602 public shareholders
elect to redeem and GCL does not waive the minimum cash condition.

In the event more than 660,602 public shareholders
elect to redeem and GCL waives the minimum cash condition, pursuant to the terms of the Merger Agreement (i) the Sponsor will be responsible
for all expenses incurred by RF Acquisition Corp., and (ii) PubCo will only be responsible for expenses incurred by GCL up to $4,500,000.

Note 3. Adjustments to Unaudited Pro Forma
Condensed Combined Financial Information, page 116

    3.
    When you update to include March 31,
        2024 pro forma information in your next amendment, please ensure that pro forma adjustments agree to disclosures elsewhere in
        the filing, including the financial statement footnotes. Also, ensure that the descriptions for each pro forma adjustment appropriately
        describes the adjustment. For example:

 · You
                                            state on December 27, 2023, RFAC deposited into the Trust Account $225,000 and extended
                                            the deadline to complete the business combination from December 28, 2023 to March 28,
                                            2024. Page 17 of RFAC's March 31, 2024 Form 10-Q indicates that the Sponsor
                                            deposited such funds into the Trust Account. In addition, it is unclear how this transaction
                                            is reflected in the Due to Sponsor line item of your pro forma balance sheet.

 · You
state on page F-50 that on each of March 25, April 25, and May 24, 2024, $75,000 was deposited into the Trust Account
by GCL to extend the date to consummate the business combination to June 28, 2024. Page 9 of RFAC's March 31, 2024
Form 10-Q indicates that in March 2024, the company deposited $75,000 into the Trust Account to extend the deadline
for an additional three months. Page 22 of the Form 10-Q refers to GCL depositing such amounts for "purposes of extending
the filing date of the Company's Form 10-Q documents." In addition, it is unclear how these payments are reflected in
the pro forma balance sheet.

 · You
                                            state that Melvin Xeng Thou Ong agreed to loan the Sponsor up to $2.0 million to be used
                                            for extension payments in connection with the business combination and working capital requirements.
                                            Revise the disclosures in Note 5 to RFAC's financial statements to clarify what portion of
                                            the drawdown on this line of credit relates to extension payments and what portion relates
                                            to working capital requirements. Also, ensure such information supports information in pro
                                            forma adjustment (B).

 · In
                                            your response provide us with a breakdown of all extension payments to date and tell us which
                                            party, (i.e., the Sponsor, Mr. Thou Ong or GCL) funded each payment.

  These are just a few
                                            examples of apparent inconsistencies within this filing and RFAC's periodic filings and whether
                                            such disclosures support the information and amounts reflected in the pro forma financial
                                            statements. We will reconsider your updated pro forma financial statements and related disclosures,
                                            once provided, and may have additional comments.

Response:
The Company acknowledges the Staff’s comment and has revised the Registration as follows:

 · The Registration Statement has been revised on the cover page and pages 53, 80,
                                                                                                                                              86, 135, 153, 156, 184, F-33, F-36, and F-45 of Amendment No. 1 to clarify that RFAC deposited into the Trust Account $225,000,
                                                                                                                                              which amount was provided by the Sponsor, to extend the deadline to complete the business combination from December 28, 2023 to
                                                                                                                                              March 28, 2024. The unaudited pro forma condensed combined financial information uses
                                                                                                                                              RFAC’s and GCL’s December 31, 2023 and March 31, 2024 financial statements, respectively. As this extension deposit was
                                                                                                                                              completely settled as of December 31, 2023, this amount and transaction is not reflected in the Notes to the Unaudited Pro Forma
                                                                                                                                              Condensed Combined Financial Information.

 · The
                                            Registration Statement has been revised on the cover page and pages 53, 80,
                                            86, 136, 153, 156, 184,  F-33, F-34, F-36, F-45, and F-49 of Amendment No. 1 to
                                            clarify that RFAC deposited into the Trust Account $75,000, which amount was provided by
                                            GCL Global Holdings Ltd., to extend the deadline to complete the business combination. The
                                            Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet
                                            includes the extension payments provided by GCL which covers each of March 2024, April 2024,
                                            May 2024, June 2024, and July 2024 for $75,000 each, for a total of $375,000 These payments
                                            are reflected in the pro forma balance sheet under tick mark C.

 · The Registration Statement has been revised on pages 186, 210, and F-44 of Amendment No. 1
                                                                                                              to disclose that the $2 million loan from Melvin Xeng Thou Ong to the Sponsor has to date been allocated for extension payments and
                                                                                                              working capital requirements of RFAC, of which $1,125,000 was allocated to extension payments with the remainder dedicated to
                                                                                                              working capital requirements.

 · Please
                                            see below a breakdown of all extension payments to date and the party which funded each payment.

    Funding Date
    Funding Amount
    Funding Party

    March 2023
    $ 300,000
      Sponsor

    April 2023
      -
      -

    May 2023
      -
      -

    June 2023
    $ 100,000
      Sponsor

    July 2023
    $ 100,000
      Sponsor

    August 2023
    $ 100,000
      Sponsor

    September 2023
    $ 100,000
      Sponsor

    October 2023
    $ 100,000
      Sponsor

    November 2023
    $ 100,000
      Sponsor

    December 27, 2023
    $ 225,000
      Sponsor

    March 25, 2024
    $ 75,000
      GCL

    April 25, 2024
    $ 75,000
      GCL

    May 24, 2024
    $ 75,000
      GCL

    June 25, 2024
    $ 75,000
      GCL

    July 24, 2024
    $ 75,000
      GCL

Certain Forecasted Information for the Company
June 2024 Projections, page 142

    4.
    We note your revised
    projections for FY2026 revenue are substantially higher than your previous projections. Please revise to provide a more complete
    discussion regarding the assumptions underlying your revised projections, as well as what factors contributed to such a substantial
    upward revision. As part of your disclosure, provide additional details regarding the "sequel of a top-tier video game franchise"
    that you anticipate will be released in 2025 and quantify the projected impact it will have on distribution revenue and why you believe
    such assumptions are reasonable.

Response:

The Company acknowledges the Staff’s comment
and has revised the Registration Statement to include the requested information. Please see pages 141-142
of Amendment No. 1.

RFAC's Management Discussion and Analysis of Financial Condition
and Results of Operations Related Party Transactions

Related Party Loans, page 185

    5.
    Based on your disclosures
    on page F-50, it appears that three additional extension deposits of $75,000 each were made on March 25, April 25
    and May 25, 2024, respectively, to extend the business combination deadline to June 28, 2024. However, this information
    has not been reflected here or elsewhere in the filing. Please revise throughout to discuss all the extension payments made to-date
    and clarify the source of those payments (i.e., Sponsor or Director).

Response:
The Company acknowledges the Staff’s comment and has revised the Registration Statement on the cover page and pages 53,
80, 86, 136, 153, 156,  184, F-33, F-34, F-36, F-45, and F-49 of Amendment No. 1 to reflect the additional extension deposits
of $75,000 from March 2024 to July 2024.

Audited Financial Statements of GCL Global
Limited Note 2 - Summary of significant accounting policies Indefinite-lived intangible assets, page F-63

    6.
    We note your response
    to prior comment 15, however, it remains unclear how you determined that console game codes will contribute to your cash flows indefinitely.
    In this regard, you state that the primary purpose of console game codes is resale and upon such sale, the individual game code is
    transferred to cost of goods sold. You state that the remaining balance of the activation codes will generate cash flows until the
    last cost is sold, however, it is unclear why you believe there is no foreseeable limit on the period of time over which the games
    codes will contribute to cash flows. In addition, your disclosures on page F-63 do not appear to support the information provided
    in your response as it relates to the accounting for such assets. Please explain further and tell us your consideration to classify
    console game codes as finite-lived intangibles using a method of amortization that reflects the pattern in which the economic benefits
    of the intangible assets are consumed. Refer to ASC 350-30-35-1 to 35-4 and 350-30-35-6

The Company acknowledges the Staff’s comment
and provides the following additional information for the nature and characteristics of the console game codes:

The console game codes is a form of access codes
which enable the user (or player) to unlock a specific game via some online gaming platform. Once the code is associated with the user’s
account, the user can access the game through the platform’s interface.

The Company, through its subsidiaries in Singapore,
Malaysia, and Hong Kong, operates its business in four segments, 1) distribution of console games, 2) game publishing, 3) media advertising
service, and 4) others.

The Company’s primary purpose of purchasing
the console game codes is for resale. These console game codes are acquired in batches, with the purchase price determined by the unit
cost multiplied by the quantities purchased. The cost of each game code is transferred to cost of goods sold upon the sale of each individual
code. Each console game code does not have a limited useful life and is available for sale indefinitely. In addition, the console game
code purchase agreements do not have any limitation on the period of time over which those purchased game code must be sold or will otherwise
expire.

The Company follows guidance in ASC 350-30-35-4.
Under ASC 350-30-35-4, the useful life of an asset is considered to be “indefinite” if no legal, regulatory, contractual,
competitive, economic, or other factors limit the asset’s useful life. The Company understands what distinguishes between asset
lives that are indeterminant and those that are indefinite under accounting gu