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CORRESP
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September 23, 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 August 12, 2024

    File No. 333-280559

Ladies and Gentlemen:

On behalf of 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 September 5, 2024, relating to the Company’s
Registration Statement on Form F-4 filed via EDGAR on August 12, 2024 (the “Registration Statement”).

The Company is concurrently
submitting via EDGAR Amendment No. 2 to the Registration Statement on Form F-4 (the “Amendment No. 2”),
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.

Amendment No. 1 to Registration Statement on Form F-4

Selected Unaudited Pro Forma Condensed Combined Financial Information,
page 60

    1.
    Please explain what the RFAC and GCL columns in the tables on pages 61 and 62 represent. In this regard, the income statement information appears to reflect historical and not pro forma results for each entity while the balance sheet data includes pro forma information. Also, these columns do not include “combined” information. Please revise accordingly.

Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement on pages 64 and 65 of Amendment No. 2 to
revise the header of RFAC and GCL columns to “Historical” from “Pro Forma Combined”.

Unaudited Pro Forma Condensed Combined Financial Information Introduction,
page 108

    2.
    We note your response to prior comment 2. Please further revise to disclose the fact that in the event more than 660,602 public shareholders elect to redeem and GCL waives the minimum cash condition, the Sponsor will be responsible for all expenses incurred by RF Acquisition Corp. and PubCo will be responsible for expenses incurred by GCL up to $4,500,000. Similar revisions should be made wherever you discuss the maximum redemption scenario assuming waiver of the minimum cash condition.

Response: The Company
acknowledges the Staff’s comment and has revised the Registration Statement on pages 18, 20, 47, 50, 65, 113, 121, and 216 of
Amendment No. 2 to describe what will happen if more than 660,602 public shareholders elect to redeem and GCL waives the minimum
cash condition.

The Company's Management's Discussion and Analysis of Financial
Condition and Results of Operations

Results of Operations

Provision for income tax, page 195

    3.
    We note your effective tax rate decreased significantly from fiscal 2023 to 2024, which you mainly attribute to an increase in deferred tax benefits resulting from the recognition of additional deferred tax assets from net operating loss in your Singapore subsidiaries during fiscal 2024. Please tell us how the rate reconciliation on page F-87 supports this disclosure or revise as necessary. In this regard, it appears your tax provision was impacted more by the tax rate difference for entities outside of Singapore as well as gains or loss from foreign exchange transactions. Also, revise to clarify whether you anticipate the recent decrease in your tax provision to be indicative of a trend in your future effective tax rates.

Response: The Company acknowledges the Staff’s comment and revised Registration Statement on page 204 as following:

Our provision for income tax decreased by
approximately $0.6 million, or 91.4 %, to approximately $53,000 income tax provision for the year ended March 31, 2024 from
approximately $0.6 million for the same period in 2023. This decrease was primarily due to an increase of approximately $0.4 million
in deferred tax benefits resulting from the recognition of additional deferred tax asset from net operating loss (“NOL”)
of our Singapore subsidiaries for the year ended March 31, 2024, as we expected to utilize the NOL against our taxable income in the
future and approximately $0.1 million decrease in current income tax as we had less taxable income for the year ended March 31,
2024. In addition, the decrease of our provision for income tax were attribute to (1) 14.0% decrease of effective tax rate from tax
rate difference outside Singapore which was mainly due to NOL from GCL BVI and GCL Global with total amount of approximately $1.5
million. Since GCL BVI and GCL Global were established in British Virgin Island and Cayman Island, respectively, they are not
subject to income tax due to local laws, and (2) 4.2% decrease of effective tax rate from loss from foreign exchange transaction
which is non-deductible and is primarily from our Hong Kong subsidiaries. Since we expect GCL BVI and GCL Global to continue
incurring significant transaction costs related to the Business Combination with RFAC, we anticipate that the recent decrease in our
provision for income tax to be indicative of a trend in our future effective tax rates.

Unaudited Financial Statement of RF Acquisition
Corp. Note 5. Related Party Transactions

Promissory Note - Related Party, page F-44

    4.
    We note from your response to prior comment 2, GCL provided five of the extension payments made during fiscal 2024, which based on your pro forma financial statements appear to be included in accounts payable and accrued expenses in RF Acquisition’s balance sheet. Please revise your disclosures here to clarify that these payments are not included in the related party promissory notes payable.

Response: The Company acknowledges
the Staff’s comment and has revised the Registration Statement on page [F-49] of Amendment No. 2 in response to the comment.

    5.
    We note from your revised disclosures on page F-45 that the Sponsor provided the $225,000 extension payment made on December 27, 2023. Please tell us, and revise to clarify, whether such payment was funded by the company’s director, Melvin Xeng Thou Ong, and is included in the $1,346,573 balance of outstanding Director Promissory Notes at March 31, 2024. In your response, provide us with a breakdown of the Director Promissory Note balance as of the most recent balance sheet date. Also, tell us why you refer to certain extension payments as being made by your Sponsor when it appears such amounts were funded by and are due to RF Acquisition’s director.

Response: The Company acknowledges the Staff’s
comment and has revised the Registration Statement on pages [·]
of Amendment No. 2 to clarify that the $225,000 extension payment made on December 27, 2023 was funded by Melvin Xeng Thou Ong
and is included in the $1,346,573 outstanding balance as of March 31, 2024 of the Director Promissory Note. For additional reference,
please see below a breakdown of the Director Promissory Note as of June 30, 2024. Additionally, we refer to certain extension payments
as being made by the Sponsor, despite the amount being funded by a director of RF Acquistion Corp, because certain extension payment amounts
are loaned by the director to the Sponsor, who subsequently provides the funds to RFAC for purposes of paying the extension payment.

Director Promissory Note:

    Date
    Amount
    Purpose

    03-23-2023
    $220,000.00
    Extension

    05-05-2023
    $200,000.00
    Extension

    05-22-2023
    $80,000.00
    Extension

    06-07-2023
    $83,000.00
    Extension

    07-26-2023
    $140,000.00
    Extension

    09-22-2023
    $70,000.00
    Extension

    11-30-2023
    $179,992.00
    Extension + Working Capital

    12-21-2023
    $230,000.00
    Extension + Working Capital

    03-21-2024
    $93,938.09
    Working Capital

    03-25-2024
    $49,643.15
    Working Capital

    05-29-2024
    $179,765.82
    Working Capital

Audited Financial Statements of GCL Global Limited

Note 2 - Summary of significant accounting policies, page F-58

6. Please revise to include a discussion of
the various type of costs included in cost of revenue for each of your revenue streams. In addition, to the extent any specific cost contributed
materially to the change in cost of revenue during fiscal 2024, revise your disclosures on page 193 to include a discussion of such
impact in lieu of attributing the change to the increase or decrease in revenue for a particular segment.

Response:
The Company acknowledges the Staff’s comment and has revised the Registration Statement on page F-64 to F-67 of Amendment No.
2 to include disclosure of the various type of cost included in cost of revenue for each of the Company’s revenue streams.
Additionally, the Company has revised the disclosure on page 194 to indicate any specific cost that contributed materially to the
change in cost of revenue from each revenue stream during fiscal year ended 2024.

Goodwill, page F-62

7. You state that management has determined,
the company has one reporting unit within the entity at which goodwill is monitored for internal management purposes. Considering the
acquisitions of Starry Jewelry and Martiangear during fiscal 2024, explain further how you determined there is only one reporting unit
for which goodwill is monitored or revise. In addition, please revise to include the information required by ASC 350-20-50-1 and 280-10-60-1,
in total and for each reportable segment.

Response: The Company acknowledges the Staff’s comment and has revised
the Registration Statement on pages F-65 of Amendment No. 2 in response to the comment, and clarify that there are two reporting units
for which goodwill is monitored by the Company.

Indefinite-lived intangible assets, page F-62

8.            We
note your response to prior comment 6. Please address the following information as it relates to your game codes:

 · Tell us how you track the age of game codes. For example, clarify whether each game code is tracked
separately or whether all game codes acquired in the same batch are tracked together.

 · On average, tell us how long game codes are held by the company before they are sold.

 · Provide us with data regarding the age of your game codes at the end of each period presented.

 · Tell us whether management has a policy to write-off game codes after a certain period of time. If
so, provide us with the details of such policy.

Response: The Company acknowledges the Staff’s comment and provide additional explanation and clarification as following:

 · Tell us how you track the age of game codes. For example, clarify whether each game code is tracked
separately or whether all game codes acquired in the same batch are tracked together.

The Company tracks the age of game codes by batches. However, only
game codes that were purchased on the same date and pertain to the same game are tracked together as a batch for aging purposes.

 · On average, tell us how long game codes are held by the company
before they are sold.

On
average, some batches of popular game codes such as Persona 5 Royal CN, Total War 3 Kingdoms, Football Manager 2023
are held by the company between 3 months to 6 months before they are sold. For less popular games, they may be held by the company between
6 months to more than a year.

 · Provide us with data regarding the age of your game
codes at the end of each period presented.

The Company has supplementally provided the Staff with the aging data as of March 31, 2024 and 2023.

 · Tell us whether management has a policy to write-off game
codes after a certain period of time. If so, provide us with the details of such policy.

The Company
does not have a policy to write-off game codes after a certain period of time. However, the Company has an impairment policy to
valuate the game codes periodically based on its market value.

9. Please address the following as it relates to your accounting
for game codes:

 · We note in your response to prior comment 6 that the console game codes are acquired in batches but
that the cost of each game code is transferred to cost of goods sold upon the sale of each individual code. Confirm the unit of account
for the game codes. For example, clarify whether you consider each game code to be a separate intangible asset. To the extent each code
is not a separate unit, explain how you group your units of account.

 · Given that the primary purpose of purchasing the console game codes is for resale, tell us how you
considered the guidance in ASC 350-30-35-2, which states that the useful life of an intangible asset is the period over which the asset
is expected to contribute directly or indirectly to the future cash flows of that entity.  In this regard, while your response states
that each game code is available for sale indefinitely, explain further how you considered the historical sales of your game codes in
determining the period over which such codes are expected to contribute directly or indirectly to future cash flows.

 · Describe how you considered the life of the console game associated with the game codes in your analysis,
including details about the life cycles of the games.

 · Your response appears to focus on the guidance in ASC 350-30-35-3(c). However, tell us how you considered
the other criteria in this guidance. In this regard, specifically address your consideration of ASC 350-30-35-3 (a) and (e) and
the fact that game codes are purchased for resale and your history of selling such game codes. Also, explain how you considered that games
may become less popular over time or as new versions of the games are released.

Response:
The Company acknowledges the Staff’s comment and provide additional explanation and clarification as following:

 · We
                                            note in your response to prior comment 6 that the console game codes are acquired in batches
                                            but that the cost of each game code is transferred to cost of goods sold upon the sale of
                                            each individual code. Confirm the unit of account for the game codes. For example, clarify
                                            whether you consider each game code to be a separate intangible asset. To the extent each
                                            code is not a separate unit, explain how you group your units of account.

The Company purchases game codes in
batches for resale, with the purchase price clearly indicated as the per-unit price multiplied by the number of units purchased. Each
game code is considered a separate intangible asset, and as such, the cost of each individual game code is transferred to cost of goods
sold upon its sale.

 · Given
                                            that the primary purpose of purchasing the console game codes is for resale, tell us how
                                            you considered the guidance in ASC 350-30-35-2, which states that the useful life of an intangible
                                            asset is the period over which the asset is expected to contribute directly or indirectly
                                            to the future cash flows of that entity.  In this regard, while your response states
                                            that each game code is available for sale indefinitely, explain further how you considered
                                            the historical sales of your game codes in determining the period over which such codes are
                                            expected to contribute directly or indirectly to future cash flows.

ASC 350-30-35-2 states that the useful
life of an intangible asset is the period over which the asset is expecte