SecProbe.io

CORRESP
 1
 filename1.htm

 GCL Global Holdings Ltd

 29 Tai Seng Avenue #02-01

 Natural Cool Lifestyle Hub

 Singapore 534119

 September 4, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Technology

 Washington, D.C. 20549

 Attn: Aliya Ishmukhamedova

 Re: GCL Global Holdings Ltd (the "Company")

 Registration Statement on Form F-1

 (File No. 333-290032) (the "Registration
Statement")

 Dear Ms. Ishmukhamedova:

 The Company hereby requests,
pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the above-referenced Registration
Statement so that such Registration Statement will become effective as of 4:30 p.m. on September 8, 2025, or as soon thereafter as practicable.

 The Company hereby acknowledges
that:

 ● Should the Securities and Exchange Commission (the "Commission") or the Staff, acting pursuant
to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with
respect to the Registration Statement;

 ● The action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration
Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the
Registration Statement; and

 ● The Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

 [ Signature page follows ]

 Very truly yours,

 GCL Global Holdings Ltd

 By:
 /s/ Sebastian Toke

 Name:
 Sebastian Toke

 Title:
 Group Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 2, 2025

Sebastian Toke
Chief Executive Officer
GCL Global Holdings Ltd
29 Tai Seng Avenue #02-01
Natural Cool Lifestyle Hub
Singapore 534119

 Re: GCL Global Holdings Ltd
 Draft Registration Statement on Form F-1
 Submitted August 27, 2025
 CIK No. 0002002045
Dear Sebastian Toke:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement and
non-public draft
submission on EDGAR at least two business days prior to the requested effective
date and
time. Please refer to Rules 460 and 461 regarding requests for acceleration. We
remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Aliya Ishmukhamedova at 202-551-7519 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Technology
cc: Giovanni Caruso
</TEXT>
</DOCUMENT>

CORRESP
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 filename1.htm

 GCL Global Holdings Ltd

 29 Tai Seng Avenue #02-01

 Natural Cool Lifestyle Hub

 Singapore 534119

 April 3, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Technology

 Washington, D.C. 20549

 Attn: Matthew Crispino

 Re: GCL Global Holdings Ltd (the "Company")

 Registration Statement on Form F-1

 (File No. 333-286361) (the "Registration
Statement")

 Dear Mr. Crispino:

 The Company hereby requests,
pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the above-referenced Registration
Statement so that such Registration Statement will become effective as of 4:00 p.m. on April 7, 2025, or as soon thereafter as practicable.

 The Company hereby acknowledges
that:

 ● Should the Securities and Exchange Commission (the "Commission")
or the Staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission
from taking any action with respect to the Registration Statement;

 ● The action of the Commission or the Staff, acting pursuant
to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility
for the adequacy and accuracy of the disclosure in the Registration Statement; and

 ● The Company may not assert Staff comments and the declaration
of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United
States.

 [ Signature page follows ]

 Very truly yours,

 GCL Global Holdings Ltd

 By:
 /s/ Sebastian Toke

 Name:
 Sebastian Toke

 Title:
 Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 24, 2025

Sebastian Toke
Chief Executive Officer
GCL Global Holdings Ltd
29 Tai Seng Avenue #02-01
Natural Cool Lifestyle Hub
Singapore 534119

 Re: GCL Global Holdings Ltd
 Draft Registration Statement on Form F-1
 Submitted March 17, 2025
 CIK No. 0002002045
Dear Sebastian Toke:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement no later
than 48 hours
prior to the requested effective date and time. Please refer to Rules 460 and
461 regarding
requests for acceleration. We remind you that the company and its management
are
responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review,
comments, action or absence of action by the staff.

 Please contact Matthew Crispino at 202-551-3456 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Technology
</TEXT>
</DOCUMENT>

CORRESP
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filename1.htm

GCL Global Holdings Ltd

29 Tai Seng Avenue #02-01

Natural Cool Lifestyle Hub

Singapore 534119

December 26, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, NE

Washington, D.C. 20549

United States of America

    Re:
    GCL Global Holdings Ltd (the “Company”)

    Registration Statement on Form F-4, as
amended

    File No. 333-280559

Dear Mr. Derby:

Pursuant to Rule 461
of the rules and regulations promulgated under the Securities Act of 1933, as amended, the Company respectfully requests that the
effective date of the above-referenced Registration Statement on Form F-4 (File No. 333-280559) be accelerated by the Securities
and Exchange Commission so as to permit it to become effective at 4:00 p.m. Washington D.C. time on December 30, 2024, or as
soon thereafter as practicable, unless the Company notifies you otherwise prior to such time.

Please call Michael J. Blankenship
of Winston & Strawn LLP at (713) 651-2678 to provide notice of the effectiveness of the Registration Statement.

[Signature Page Follows]

Very truly yours,

GCL Global Holdings Ltd

By:
/s/ Jacky Choo See Wee

Name:
Jacky Choo See Wee

Title:
Director

cc: Michael J. Blankenship, Winston & Strawn LLP

CORRESP
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December 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

    Amendment No. 5 to Registration Statement on Form F-4

    Filed December 19, 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 comment 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 December 20, 2024, relating to the Company’s
Registration Statement on Form F-4 filed via EDGAR on December 19, 2024 (the “Registration Statement”).

The Company is concurrently
submitting via EDGAR Amendment No. 6 to the Registration Statement on Form F-4 (the “Amendment No. 6”),
which reflects the Company’s response to the comment received by the Staff and certain updated information.

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

Amendment No. 5 to Registration Statement
on Form S-4

GCL Global Limited Notes to Consolidated Financial
Statements

Note 19. Subsequent Events, page F-101

 1. We note your discussion on page 174 regarding the various agreements entered into with Nekcom
Inc. (i.e. loan agreement, Series B Preferred Stock Purchase Agreement and Publishing Agreement). Please revise to include a discussion
of these agreements in your subsequent events footnote along with an estimate of the financial effect or explain why you believe this
disclosure is not necessary. Refer to ASC 855-10-50-2.

Response:
The Company respectfully acknowledges the Staff’s comment and has added related disclosures regarding the loan agreement, Series B
Preferred Stock Purchase Agreement, and Publishing Agreement with Nekcom Inc. on pages F-101 to F-103 under Note 20, Subsequent Events (Unaudited),
as non-recognized subsequent events in accordance with ASC 855-10-50-2.

* * * * * * *

If you have any questions,
please feel free to contact me at (713) 651-2678. Thank you for your cooperation and prompt attention to this matter.

    Sincerely,

    /s/ Michael J. Blankenship

    Michael J. Blankenship

    cc:

    Sebastian Toke, Chief Executive Officer, GCL Global Holdings Ltd

    Tse Meng Ng, Chief Executive Officer, RF Acquisition Corp.

December 20, 2024
Sebastian Toke
Chief Executive Officer
GCL Global Holdings Ltd
29 Tai Seng Avenue #02-01
Natural Cool Lifestyle Hub
Singapore 534119
Re:GCL Global Holdings Ltd
Amendment No. 5 to Registration Statement on Form F-4
Filed December 19, 2024
File No. 333-280559
Dear Sebastian Toke:
            We have reviewed your amended registration statement and have the following
comment.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe the comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Amendment No 5 to Registration Statement on Form S-4
GCL Global Limited Notes to Consolidated Financial Statements
Note 19. Subsequent Events, page F-101
1.We note your discussion on page 174 regarding the various agreements entered into
with Nekcom Inc. (i.e. loan agreement, Series B Preferred Stock Purchase Agreement
and Publishing Agreement). Please revise to include a discussion of these agreements
in your subsequent events footnote along with an estimate of the financial effect or
explain why you believe this disclosure is not necessary. Refer to ASC 855-10-50-2.

December 20, 2024
Page 2
            Please contact Kathleen Collins at 202-551-3499 if you have questions regarding
comments on the financial statements and related matters. Please contact Matthew Derby at
202-551-3334 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Mike Blankenship

CORRESP
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December 19, 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

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

    Filed November 29, 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 comment 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 December 17, 2024, relating to the Company’s
Registration Statement on Form F-4 filed via EDGAR on November 29, 2024 (the “Registration Statement”).

The Company is concurrently
submitting via EDGAR Amendment No. 5 to the Registration Statement on Form F-4 (the “Amendment No. 5”),
which reflects the Company’s response to the comment 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. 4 to Registration Statement on Form F-4

General

    1.
    We note your revised disclosures in response to prior comment 1. We also note your response where you state that the Sponsor incentive shares were not impacted by the Convertible Note financing as such incentive shares are separate from, and not contingent on, the Convertible Notes financing. In your definitions of frequently used terms, you define Transaction Financing, which you then refer to in your definition of Incentive Shares. Your discussion of the Transaction Financing on page 41 appears to include the Convertible Notes financing. Please tell us, and revise to clarify, whether the Convertible Notes qualify as a Transaction Financing, as defined. If so, tell us, and revise your disclosures as necessary, to clarify why the Sponsors chose not to use the Incentive Shares in conjunction with such Transaction Financing. In addition, to the extent true, revise your disclosures (including on the cover page), to clarify that you expect the Sponsor will retain the 2.0 million Incentive Shares, which are not subject to lock-up agreements and may be considered additional compensation.

Response:  The Company acknowledges
the Staff’s comment and has revised Amendment No. 5 (i) on page 11 to clarify that the Convertible Notes qualify as Transaction
Financing, and (ii) on the cover page and pages 8, 35, 41, 105, 120, 121, 132, 135, and 158 to clarify that the Sponsor is expected to
retain the 2.0 million Incentive Shares, which are not subject to lock-up agreements, and may be considered additional compensation. The
Incentive Shares are reserved by PubCo and are to be issued at the closing of the Business Combination as allocated and determined by
the Sponsor, in its sole discretion. The Incentive Shares are intended as an incentive in connection with non-redemption or similar agreements
or Transaction Financing. However, the Incentive Shares are not required to be used or disposed for such means, and may be retained at
the closing of the Business Combination by the Sponsor, in which case it may be considered additional consideration to the Sponsor. Furthermore,
the Incentive Shares were not used in conjunction with the Convertible Notes financing because issuance of the Incentive Shares was not
part of the terms agreed by and between GCL and the respective convertible note investors.

If you have any questions, please feel free to
contact me at (713) 651-2678. Thank you for your cooperation and prompt attention to this matter.

    Sincerely,

    /s/ Michael J. Blankenship

    Michael J. Blankenship

    cc:

    Sebastian Toke, Chief Executive Officer, GCL Global Holdings Ltd

    Tse Meng Ng, Chief Executive Officer, RF Acquisition Corp.

December 17, 2024
Sebastian Toke
Chief Executive Officer
GCL Global Holdings Ltd
29 Tai Seng Avenue #02-01
Natural Cool Lifestyle Hub
Singapore 534119
Re:GCL Global Holdings Ltd
Amendment No. 4 to Registration Statement on Form F-4
Filed November 29, 2024
File No. 333-280559
Dear Sebastian Toke:
            We have reviewed your amended registration statement and have the following
comment.
            Please respond to this letter by amending your registration statement and providing
the requested information. 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 any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our November 26, 2024
letter.
Amendment No. 4 to Registration Statement on Form F-4
General
We note your revised disclosures in response to prior comment 1. We also note your
response where you state that the Sponsor incentive shares were not impacted by the
Convertible Note financing as such incentive shares are separate from, and not
contingent on, the Convertible Notes financing. In your definitions of frequently used
terms, you define Transaction Financing, which you then refer to in your definition of
Incentive Shares. Your discussion of the Transaction Financing on page 41 appears to
include the Convertible Notes financing. Please tell us, and revise to clarify, whether
the Convertible Notes qualify as a Transaction Financing, as defined. If so, tell us, and 1.

December 17, 2024
Page 2
revise your disclosures as necessary, to clarify why the Sponsors chose not to use the
Incentive Shares in conjunction with such Transaction Financing. In addition, to the
extent true, revise your disclosures (including on the cover page), to clarify that you
expect the Sponsor will retain the 2.0 million Incentive Shares, which are not subject
to lock-up agreements and may be considered additional compensation.
            Please contact 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

CORRESP
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November 29, 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

    Amendment No. 3 to Registration Statement on Form F-4

    Filed November 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 responses
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 November 26, 2024, relating to the Company’s
Registration Statement on Form F-4 filed via EDGAR on November 12, 2024 (the “Registration Statement”).

The Company is concurrently
submitting via EDGAR Amendment No. 4 to the Registration Statement on Form F-4 (the “Amendment No. 4”),
which reflects the Company’s responses 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. 3 to Registration Statement on Form F-4

Questions and Answers for Stockholders of RFAC

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

    1.
    We note that you entered into a Note Purchase Agreement for $20,025,000 of Convertible Notes, which will be convertible into PubCo's fully paid and nonassessable shares that will be exchanged for Merger Consideration Shares at Closing. We further note your cover page disclosures where you state "[i]t is anticipated that, upon completion of the Business Combination, not including PubCo Ordinary Shares that may be issued in connection with the Transaction Financing, (i) 127,799,369 PubCo Ordinary Shares" will be issued. Please tell us how you have reflected the additional shares that will be issued to the Transaction Investors in the share ownership information for PubCo in the tables on page 17 and elsewhere throughout the filing. In addition, tell us whether the 2.0 million shares, which you currently classify as Sponsor incentive shares, were impacted by the Transaction Financing. If not, explain why and revise your disclosures accordingly.

Response: The Company acknowledges
the Staff’s comment and has revised the cover page and pages 17, 18, 35, 44, 45, 47, 105, 132, 158 of Amendment No. 4 to
clarify that (i) the shares issuable pursuant to the Note Purchase Agreement for the $20,025,000 of Convertible Notes are already
included in the 120,000,000 PubCo Ordinary Shares (i.e., Merger Consideration Shares) to be issued to the Company Shareholders at
the closing of the business combination, and (ii) the 2.0 million shares, which are currently classified as Sponsor incentive
shares, were not impacted by the Convertible Notes financing as these incentive shares are separate from, and not contingent on,
this Convertible Notes financing.

Unaudited Pro Forma Condensed Combined Financial Information

Basis of Pro Forma Presentation, page 112

    2.
    We note the maximum redemptions assuming no waiver of the Minimum Cash Condition scenario assumes that 1,279,193 RFAC Public Shares will be redeemed at an assumed price of $11.15 per share and still allow RFAC to meet the Minimum Cash Condition of $25.0 million available to PubCo at closing from Trust Account and Transaction Financing. Please provide us with your calculations that support these assumptions.

Response: The Company acknowledges the
Staff’s comment and has attached Annex A hereto in response to the comment.

Audited Financial Statements of GCL Global Limited

Note 2. Summary of Significant Accounting Policies

Indefinite-lived intangible assets, page F-69

    3.
    We continue to consider your responses to prior comments 6 - 8 regarding the accounting for your indefinite-lived intangible assets and may have further comments.

Response: The Company acknowledges the
Staff’s comment and will await further updates or additional comments from the Commission.

Exhibits

    4.
    Please revise to include Marcum Asia CPAs LLP's consent for the inclusion of their report with respect to the audit of GCL Global Holdings Ltd.

Response: The Company acknowledges the
Staff’s comment and has revised Amendment No. 4 to include Marcum Asia CPAs LLP’s consent for inclusion of their report with
respect to the audit of GCL Global Holdings Ltd.

If you have any questions, please feel free to
contact me at (713) 651-2678. Thank you for your cooperation and prompt attention to this matter.

    Sincerely,

    /s/ Michael J. Blankenship

    Michael J. Blankenship

    cc:

    Sebastian Toke, Chief Executive Officer, GCL Global Holdings Ltd

    Tse Meng Ng, Chief Executive Officer, RF Acquisition Corp.

Annex A

Maximum redemption value (2) / Assumed Redemption price per share (1) =  Maximum redemption of RFAC public shares (3)

    (1) Assumed redemption price calculation

    RFAC pro forma Class A common stock subject to possible redemption
    $ 17,558,995.00

    Divided by: RFAC public share subject to possible redemption
      1,574,369

    Assumed redemption price per share
    $ 11.15

    (2) Maximum redemption value calculation

    Pro forma Combined cash and cash equivalents balance under Scenario 1 Assuming No redemption
    $ 25,266,886.00

    Add: pro forma adjustment tick mark (M) settlement of estimated transaction cost from RFAC
      9,500,000.00

    Add: pro forma adjustment tick mark (N) settlment of estimated transaction cost from GCL
      2,809,431.00

    Add: GCL cash paid for transaction cost as of March 31. 2024
      1,690,568.95

    Total adjusted cash balance before redemption under Senario 2 assuming maximum redemption - no waiver of the Minimum Cash Condition
    $ 39,266,885.95

    Less: minimum cash condition*
    $ 25,000,000.00

    Maximum redemption in USD
    $ 14,266,885.95

*“Minimum Cash” means the aggregate cash available to PubCo at the Closing from the Trust Account and the Transaction Financing (after giving effect to any redemptions but prior to paying any RFAC Transaction Expenses and Company Transaction Expenses), shall equal or exceed $25,000,000;

    (3) Maximum redemption of RFAC public shares under Senario 2 assuming maximum redemption - no waiver of the Minimum Cash Condition
      1,279,193

November 26, 2024
Sebastian Toke
Chief Executive Officer
GCL Global Holdings Ltd
29 Tai Seng Avenue #02-01
Natural Cool Lifestyle Hub
Singapore 534119
Re:GCL Global Holdings Ltd
Amendment No. 3 to Registration Statement on Form F-4
Filed November 12, 2024
File No. 333-280559
Dear Sebastian Toke:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. 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 any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our October 16, 2024 letter.
Amendment No. 3 to Registration Statement on Form F-4
Questions and Answers for Stockholders of RFAC
Q: What equity stake will holders of RFAC Public Shares, holders of Company Shares and
the Sponsor hold in PubCo upon completion..., page 15
We note that you entered into a Note Purchase Agreement for $20,025,000 of
Convertible Notes, which will be convertible into PubCo's fully paid and
nonassessable shares that will be exchanged for Merger Consideration Shares at
Closing. We further note your cover page disclosures where you state "[i]t is
anticipated that, upon completion of the Business Combination,  not including PubCo
Ordinary Shares that may be issued in connection with the Transaction Financing ,
(i) 127,799,369 PubCo Ordinary Shares" will be issued. Please tell us how you have 1.

November 26, 2024
Page 2
reflected the additional shares that will be issued to the Transaction Investors in the
share ownership information for PubCo in the tables on page 17 and elsewhere
throughout the filing. In addition, tell us whether the 2.0 million shares, which you
currently classify as Sponsor incentive shares, were impacted by the Transaction
Financing. If not, explain why and revise your disclosures accordingly.
Unaudited Pro Forma Condensed Combined Financial Information
Basis of Pro Forma Presentation, page 112
2.We note the maximum redemptions assuming no waiver of the Minimum Cash
Condition scenario assumes that 1,279,193 RFAC Public Shares will be redeemed at
an assumed price of $11.15 per share and still allow RFAC to meet the Minimum
Cash Condition of $25.0 million available to PubCo at closing from Trust Account
and Transaction Financing. Please provide us with your calculations that support these
assumptions.
Audited Financial Statements of GCL Global Limited
Note 2. Summary of Significant Accounting Policies
Indefinite-lived intangible assets, page F-69
3.We continue to consider your responses to prior comments 6 - 8 regarding the
accounting for your indefinite-lived intangible assets and may have further comments.
Exhibits
4.Please revise to include Marcum Asia CPAs LLP's consent for the inclusion of their
report with respect to the audit of GCL Global Holdings Ltd.
            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

CORRESP
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November 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 September 23, 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 responses
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 October 16, 2024, relating to the Company’s
Registration Statement on Form F-4 filed via EDGAR on September 23, 2024 (the “Registration Statement”).

The Company is concurrently
submitting via EDGAR Amendment No. 3 to the Registration Statement on Form F-4 (the “Amendment No. 3”),
which reflects the Company’s responses 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. 2 to Registration Statement on Form F-4

Selected Unaudited Pro Forma Condensed Combined Financial Information,
page 62

    1.
    We note you revised the column header in the table on page 62 in response to comment 1 to refer to "Historical" information. However, the balance sheet data included in these columns represents pro forma information. In this regard, we note the pro forma financial statements on page 111 include separate transaction adjustments for each of GCL and RFAC such that the disclosures here do not reflect historical financial information for these entities. Please revise.

Response:
The Company respectfully acknowledges the Staff’s comment, and has revised the “Selected Unaudited Pro Forma Condensed Combined
Financial Information” on page 63 of Amendment No. 3 accordingly.

Unaudited Pro Forma Condensed Combined Financial Statements

Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31,
2024, page 111

    2.
    We note from your revised disclosures on page 53 and elsewhere, GCL made an additional extension payment, for a total of six payments into the trust since December 31, 2023 and five extension payments since March 31, 2024. Please revise pro forma adjustments (C), (F) and (I) accordingly.

Response:
The Company respectfully acknowledges the Staff’s comment, and has revised pro forma adjustments (C), (F) and (I) and
related disclosure on page 119 of Amendment No. 3 accordingly.

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

Results of Operations

Cost of Revenues, page 194

    3.
    We note your revised disclosures in response to prior comment 6. Please further revise to provide a more substantive discussion regarding the underlying factors driving the increase in costs associated with console game compact discs and console game codes sold and the decrease in cost of game developing fee, and the impact of each of gross profit percentage.

Response:
The Company respectfully acknowledges the Staff’s comment, and has revised the disclosure on page 199 and 200 from the Company’s
 “Management’s Discussion and Analysis of Finanaical Condition and Results of Operations,” under header “Result
of Operations,” and subheader “Cost of Revenue.”

Unaudited Financial Statement of RF Acquisition Corp.

Note 5. Related Party Transactions

Deferred Offering Costs, page F-43

    4.
    Please revise to disclose the total amount of extension fees included in deferred offering costs that were paid by GCL Global Limited.

Response:
The Company acknowledges the Staff’s comment and has revised the Registration Statement on page F-44 of Amendment No. 3 to
disclose the total amount of extension fees included in the deferred offering costs that were paid by GCL Global Limited.

Promissory Note - Related Party, page F-44

    5.
    We note your revised disclosures in response to prior comment 5. Please further revise to clarify, as you have on page 53 and elsewhere, that the $225,000 provided by the Sponsor on December 31, 2023 was funded by Melvin Xeng Thou Ong as part of the Director Promissory Note.

Response:
  The Company acknowledges the Staff’s comment and has revised the Registration Statement on pages F-34 and F-44 of
Amendment No. 3 to clarify that the $225,000 provided by the Sponsor on December 31, 2023 was funded by Melvin Xeng Thou Ong as part
of the Director Promissory Note.

Audited Financial Statements of GCL Global Limited

Note 2 - Summary of significant accounting policies

Indefinite-lived intangible assets, page F-61

6. You state in your response to prior comment
8, less popular games may be held by the company between 6 months to more than a year. Please provide us with a breakdown of game codes
that are greater than one year by those that are two years, three years, four years, and five years and beyond. In addition, to the
extent aging trends have fluctuated between fiscal 2023 and 2024 and to date in fiscal 2025, explain the reason for such changes.

Response:
  We have supplementally provided to the Staff the aging report showing the breakdown of game codes that are less than one year, between
one year and two years, and greater than two years. The Company started selling game codes in first calendar quarter of 2022 and therefore,
the aging of our game codes  does not extend beyond 3 years. GCL actively manages its game codes to avoid aging beyond two years.

As the aging report indicates, the percentages
of game codes that are aged less than a year for the years ended March 31, 2023 and 2024, and for the six months ended September 30,
2024, were 91.7%, 84.0% and 92.3%, respectively. More than 80% of our game codes are aged within a year historically.

Game codes that are aged more than one year represented
8.3%. 16.0% and 7.7% of the total value of the game codes for the years ended March 31, 2023 and 2024, and for the six months ended
September 30, 2024, respectively. Based on the forecasted demand, management decided to order more game codes at a discount for games
such as Company of Hero, and Total Warhammer I during certain promotional periods. When actual demand for these games fell
short of the forecasted demand during the first year, these game codes took more than a year to sell, resulting in a higher percentage
of game codes aged more than one year for the year ended March 31, 2024. The percentage of game codes aged more than one year decreased from 16.0% as of March 31, 2024, to 7.7% as of September 30, 2024. This
decrease was driven by the company's concerted efforts in the second year to sell the aged game codes that had accumulated during the
first year. As long as the game is available and can be used by consumers, the game codes maintain their indefinite life status which
the Company can sell beyond its carrying value and generate the cash flow indefinitely.

Game codes aged more than two years represented
less than 1% of the total value of the game codes for the years ended March 31, 2023 and 2024, and for the six months ended September 30,
2024.

Based on the foregoing, there is no material fluctuation
in the aging trend through the first six months of fiscal 2025, except for fiscal 2024. The Company does not foresee significant fluctuations
in the aging trend for the remainder of fiscal 2025.

7. You state in your response to prior comment 9 that historically,
the majority of sales occur shortly after the acquisition of game codes, while a portion of game codes continue to sell over an extended
period of time. Clarify what is meant by "shortly after" and "an extended period of time" in your response. Also,
considering the "majority" of codes are sold within a short time of acquisition, explain further how this factored into your
determination that all game codes have an indefinite life.

Response:
Majority of the game codes are acquired and sold within one year (as shown in the aging report) and that is what is meant by "shortly
after." Some less popular games may take more than a year to sell and that is what is meant by “an extended period of time.”

The majority of codes are sold within this initial
period. This reflects the strong market demand for the game at launch and during promotional periods. However, this does not determine
the life span of the game code. The life span of the game code is instead tied to whether the game remains valid and accessible in the
market, regardless of the initial sales activity. As long as the game is available and can be used by consumers, the game codes maintain
their indefinite life status.

8. Please address the following as it
relates to your response to prior comments 10 and 11 and related disclosures:

    ·

    You state on page 200 that indefinite-lived
    intangibles are evaluated for impairment at least annually and then additionally on an interim basis if a triggering event (i.e., the
    carrying value of the intangible asset is less than its fair value) occurs. You also state in response to comment 9 that you monitor
    factors such as new releases of new game version, changing customer preferences, and increased competition and if such factors are identified
    you assess whether impairment should be recognized. Tell us how often you prepare an analysis to determine whether a triggering event
    has occurred and how you determine whether impairment should be recognized.

    Response: We perform periodic impairment analysis
    on annual basis and on an interim basis (at least every 6 months) to assess whether the carrying value of an individual indefinite-lived
    intangible asset exceeds its fair value, and if so, to impair such individual indefinite-lived intangible asset by the amount of the excess.

    The Company determines whether impairment should
    be recognised by reviewing external factors such as:

    ·      Current
    market prices for game codes: This includes the prices at which the same or similar game codes are being sold in the market at the time,
    including price fluctuations due to seasonal promotions, platform discounts and the like.

    ·      Demand
    trends: The Company considers changes in consumer preferences, such as declining interest in certain games due to the release of newer
    versions or competing titles, which may negatively impact the resale value of the game codes. The Company had impaired the carrying value
    of the game codes for Naraka in fiscal 2024, due to a change in demand trends as a result of a rare and unforeseen event. The game
    developer changed the pricing model of Naraka from “paid to play” to “free to play” causing the demand
    for our game codes for this game to drop. The Company assessed this unprecedented event and made a full impairment provision on this game
    code during fiscal 2024.

    ·      Competition:
    The entry of new competitors or aggressive pricing strategies by other resellers can impact market prices, reducing the market value of
    the codes.

    If the market value (or fair value) of the game
    codes falls below their carrying amount, an impairment loss is recognized to reduce the carrying amount to its market value.

    The Company also takes into account the long-term
    viability of the game codes, considering factors such as, platform support and the lifespan of the gaming ecosystem in which they operate.
    This comprehensive review helps safeguard against overstatement of asset values and provides a clear financial picture of potential losses.

    ·

    Clarify whether you perform your analysis on
    all game codes. To the extent your impairment analysis covers only a subset of game codes, explain how you determine which game codes
    to evaluate.

    Response:
    The Company performs scheduled impairment analyses annually and on an interim basis (at least every 6 months) on all game codes without
    exceptions.

    ·

    Explain further how aging of game codes factors
    into your annual impairment analysis as well as in determining whether a triggering event has occurred.

    Response:
     Aging of game codes is considered in both the Company’s annual and interim impairment analysis, and in determining whether
    a triggering event has occurred. However, aging is only one of a number of factors the Company considered in its impairment analysis.

    As part of its impairment analysis, the Company considers factors such
as changes in market demand, competitive pressures, and platform promotions and the impact on the market selling price. While the Company
monitors the aging of game codes, aging of game codes by itself has never been a major factor in triggering impairment, as most codes
have been sold within a year historically.

    ·

    Tell us how often you have written-down games
    codes to their current market value.

    Response:  Impairment assessments
    were carried out annually and at interim periods. For fiscal 2023, fiscal 2024 and to date during fiscal 2025, game codes were written
    down to current market value in fiscal 2024 through recording of an impairment charge of $0.5 million.

    ·

    Tell us whether you have performed any impairment analysis to date in fiscal 2025, and if so, describe the results of such analysis.

    Response:  The Company has performed
    an impairment analysis to date in fiscal 2025. During the first six months of fiscal 2025 ended September 30, 2024, the results
    of such analysis show that except for an immaterial amount, the current market value of the game codes were in excess of the carrying
    value, and taking into account the various trigger event factors as described, the Company has determined that there is no impairment
    charge required.

 · Provide us with a breakdown by game of the impairments recorded in fiscal 2024 and to date in 2025, if any. Include
the specific date and amount of the impairment charge and the name of the game.

Response: The Company did not record
any impairment charge to date for fiscal 2025. The Company recorded an impairment charge of $500,684 for the game Naraka as a result
of an impairment analysis performed for fiscal 2024.

* * * * * * *

If you have any questions,
please feel free to contact me at (713) 651-2678. Thank you for your cooperation and prompt attention to this matter.

    Sincerely,

    /s/ Michael J. Blankenship

    Michael J. Blankenship

    cc:

    Sebastian Toke, Chief Executive Officer, GCL Global Holdings Ltd

    Tse Meng Ng, Chief Executive Officer, RF Acquisition Corp.

October 16, 2024
Sebastian Toke
Chief Executive Officer
GCL Global Holdings Ltd
29 Tai Seng Avenue #02-01
Natural Cool Lifestyle Hub
Singapore 534119
Re:GCL Global Holdings Ltd
Amendment No. 2 to Registration Statement on Form F-4
Filed September 23, 2024
File No. 333-280559
Dear Sebastian Toke:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. 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 any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our September 5, 2024 letter.
Amendment No. 2 to Registration Statement on Form F-4
Selected Unaudited Pro Forma Condensed Combined Financial Information, page 62
1.We note you revised the column header in the table on page 62 in response to
comment 1 to refer to "Historical" information. However, the balance sheet data
included in these columns represents pro forma information. In this regard, we note
the pro forma financial statements on page 111 include separate transaction
adjustments for each of GCL and RFAC such that the disclosures here do not reflect
historical financial information for these entities. Please revise.

October 16, 2024
Page 2
Unaudited Pro Forma Condensed Combined Financial Statements
Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2024, page 111
2.We note from your revised disclosures on page 53 and elsewhere, GCL made an
additional extension payment, for a total of six payments into the trust since
December 31, 2023 and five extension payments since March 31, 2024. Please revise
pro forma adjustments (C), (F) and (I) accordingly.
The Company's Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations
Cost of Revenues, page 194
3.We note your revised disclosures in response to prior comment 6. Please further revise
to provide a more substantive discussion regarding the underlying factors driving the
increase in costs associated with console game compact discs and console game codes
sold and the decrease in cost of game developing fee, and the impact of each of gross
profit percentage.
Unaudited Financial Statement of RF Acquisition Corp.
Note 5. Related Party Transactions
Deferred Offering Costs, page F-43
4.Please revise to disclose the total amount of extension fees included in deferred
offering costs that were paid by GCL Global Limited.
Promissory Note - Related Party, page F-44
5.We note your revised disclosures in response to prior comment 5. Please further revise
to clarify, as you have on page 53 and elsewhere, that the $225,000 provided by the
Sponsor on December 31, 2023 was funded by Melvin Xeng Thou Ong as part of the
Director Promissory Note.
Audited Financial Statements of GCL Global Limited
Note 2 - Summary of significant accounting policies
Indefinite-lived intangible assets, page F-61
6.You state in your response to prior comment 8, less popular games may be held by the
company between 6 months to more than a year. Please provide us with a breakdown
of game codes that are greater than one year by those that are two years, three years,
four years, and five years and beyond. In addition, to the extent aging trends have
fluctuated between fiscal 2023 and 2024 and to date in fiscal 2025, explain the reason
for such changes.
7.You state in your response to prior comment 9 that historically, the majority of sales
occur shortly after the acquisition of game codes, while a portion of game codes
continue to sell over an extended period of time. Clarify what is meant by "shortly
after" and "an extended period of time" in your response. Also, considering the
"majority" of codes are sold within a short time of acquisition, explain further how
this factored into your determination that all game codes have an indefinite life.

October 16, 2024
Page 3
8.Please address the following as it relates to your response to prior comments 10 and
11 and related disclosures:
•You state on page 200 that indefinite-lived intangibles are evaluated for
impairment at least annually and then additionally on an interim basis if a
triggering event (i.e., the carrying value of the intangible asset is less than its fair
value) occurs. You also state in response to comment 9 that you monitor factors
such as new releases of new game version, changing customer preferences, and
increased competition and if such factors are identified you assess whether
impairment should be recognized. Tell us how often you prepare an analysis to
determine whether a triggering event has occurred and how you determine
whether impairment should be recognized.
•Clarify whether you perform your analysis on all game codes. To the extent your
impairment analysis covers only a subset of game codes, explain how you
determine which game codes to evaluate.
•Explain further how aging of game codes factors into your annual impairment
analysis as well as in determining whether a triggering event has occurred.
•Tell us how often you have written-down games codes to their current market
value.
•Tell us whether you have performed any impairment analysis to date in fiscal
2025, and if so, describe the results of such analysis.
•Provide us with a breakdown by game of the impairments recorded in fiscal 2024
and to date in 2025, if any. Include the specific date and amount of the
impairment charge and the name of the game.
            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

CORRESP
1
filename1.htm

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

September 5, 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
Amendment No. 1 to Registration Statement on Form F-4
Filed August 12, 2024
File No. 333-280559
Dear Sebastian Toke:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our July 15, 2024 letter.
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.

September 5, 2024
Page 2
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.
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.
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.
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.

September 5, 2024
Page 3
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.
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.
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.
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.
 9.

September 5, 2024
Page 4
•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.
10.Please elaborate on your impairment policy for the remaining yet-to-be-sold game codes.
In your response, include a more detailed discussion of factors that may contribute to
impairments. For example, describe any unexpected events or conditions that will reduce
future sales of the game codes, and how you consider the aging of game codes or any
slow-moving game codes.
11.We note that you recorded a $0.5 million impairment loss on indefinite-lived intangible
assets for the year ended March 31, 2024. Please tell us whether this was a result of your
annual impairment assessment or an interim triggering event. If the latter, describe the
triggering event associated with the impairments, tell us when management made the
determination to impair the game codes, and provide us with details about the age of the
impaired game codes.
12.Please clarify whether you have a right of return to the vendors, game publishers or
developers for any unsold game codes. If so, discuss such return policies and revise your
disclosures accordingly.
Note 18. Segments, page F-91
13.You state on page F-60 that the company considers itself to be operating within four
operating and reportable segments, however, you state here that you are operating in three
reportable segments. Please explain or revise. Clarify what comprises the “Others”
segment in fiscal 2024 and why that segment is not presented for fiscal 2023.
            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 Matthew Derby at 202-551-3334 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Mike Blankenship

CORRESP
1
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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

July 15, 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
Registration Statement on Form F-4
Filed June 28, 2024
File No. 333-280559
Dear Sebastian Toke:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.  Unless we note otherwise,
any references to prior comments are to comments in our April 24, 2024  letter.
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.

July 15, 2024
Page 2
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.
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 it 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.

July 15, 2024
Page 3
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.
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).
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.

Revenue from game publishing, page F-67
Please address the following as it relates to your response to prior comment 17:
•Describe your game publishing arrangements in further detail and identify each
promised good or service in your contracts with the gaming platforms.
You state that the gaming platforms are considered your customer. However, you also
state that you recognize revenue from game publishing at the point in time when
control of the gaming software is transferred to the gaming platform, which occurs
when the console game code has been activated. Clarify at what point game codes are •7.

July 15, 2024
Page 4
activated and by whom. If you recognize revenue when the console game codes are
activated by end users, clarify whether the third-party platforms maintain and
control the console game codes before they are delivered to the end users.
•Your revised disclosures state that you recognize revenue based on the consideration
expected to be received from the gaming platform, which is determined based on a
predetermined rate applied to the gaming platform's monthly sales. Explain who has
the discretion in establishing the price of the published game on the gaming
platforms.
Audited Financial Statements of GCL Global Limited
Note 15 - Concentration of Credit Risk
(a) Major customers, page F-86
8.We note your revised disclosures in response to prior comment 21. Please further revise to
identify the segment or segments reporting such revenue. Refer to ASC 280-10-50-42.
GCL Global Limited and Subsidiaries - Unaudited Financial Statements
Note 3 Business Combination, page F-111
9.Please revise to disclose the business purpose for the acquisition of Starry Jewelry from
the CEO's spouse. In this regard, explain how the acquisition of a retail jewelry company
will provide "enhanced brand recognition" to the company's gaming operations.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            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

CORRESP
1
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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

United States securities and exchange commission logo
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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 Comapany NameGCL Global Holdings Ltd
 April 24, 2024 Page 3
 FirstName LastNameSebastian  Toke
GCL Global Holdings Ltd
April 24, 2024
Page 3
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

 FirstName LastNameSebastian  Toke
 Comapany NameGCL Global Holdings Ltd
 April 24, 2024 Page 4
 FirstName LastNameSebastian  Toke
GCL Global Holdings Ltd
April 24, 2024
Page 4
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
Page 5
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.

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 FirstName LastName
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GCL Global Holdings Ltd
April 24, 2024
Page 6
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