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                                                           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.
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.
 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
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