XML 156 R7.htm IDEA: XBRL DOCUMENT
v3.25.2

Nature of Business and Organization | 12 Months Ended
--- | ---
Mar. 31, 2025
Nature of Business and Organization [Abstract] |
Nature of business and organization | Note 1 — Nature of business and organization GCL Global Holdings Ltd (the “Company” or “PubCo”) was incorporated as a Cayman Islands exempted company limited by shares on October 12, 2023. The Company was formed solely for the purpose of completing the transactions contemplated by the merger agreement, dated as of October 18, 2023 (as amended on December 1, 2023, December 15, 2023, January 31, 2024, and September 30, 2024, the “Merger Agreement”). The parties to the Merger Agreement include PubCo, Grand Centrex Limited, a British Virgin Islands business company (“GCL BVI”), GCL Global Limited, a Cayman Islands exempted company limited by shares (“GCL Global”), RF Acquisition Corp., a Delaware corporation (“RFAC”), and RF Dynamic LLC, a Delaware limited liability company (the “Sponsor”). As further discussed below and in Note 3 on February 13, 2025 (the “Closing Date”), the Company consummated the business combination transactions (the “Business Combination”) contemplated by the Merger Agreement. GCL Global was incorporated and registered as an exempted Company with limited liability on September 8, 2023, under the laws of the Cayman Islands. GCL Global is a holding Company and has no substantive operations other than holding all of the outstanding equities of its directly and indirectly owned subsidiaries through various recapitalizations. The Company, through its subsidiaries in Singapore, Malaysia, Hong Kong, China, Brazil, the United Kingdom, and Dubai operates its business in four segments, 1) distribution of console games, 2) game publishing, 3) media advertising service, and 4) others. — Reorganization under GCL Global Pte. Ltd (“GCL Global SG”) GCL Global SG was incorporated on July 26, 2021, under the laws of Singapore. GCL Global SG is a holding Company and has no substantive operations other than holding all of the outstanding equities of Epic SG, 4Divinity SG, 2Game, and Starlight. On June 30, 2023, GCL Global SG completed the acquisition of 100% of the equity interests in Titan Digital Media Pte Ltd (“Titan Digital”), which was held under common control with Grand Centrex Limited (“GCL BVI”). The transaction was executed with a consideration of SGD 10. GCL Global SG and Titan Digital are under the effective control of the same group of shareholders. On July 18, 2023, GCL Global SG completed the acquisition of 100% of the equity interests in Epicsoft Hong Kong Limited (“Epic HK”), which was held under common control with GCL BVI. The transaction was executed with a consideration of HKD 10. GCL Global SG and Epic HK are effectively controlled by the same shareholder. — Reorganization under GCL Global GCL BVI was incorporated on November 16, 2018, under the laws of British Virgin Island (“BVI”). GCL BVI is a holding Company and has no substantive operations other than holding all of the outstanding equity of Epic MY after reorganization under GCL Global SG. On February 13, 2024, GCL BVI and GCL Global had completed a sequential two-step transaction involving (a) sale by GCL BVI of all its equity interests in GCL Global SG to GCL Global in return for GCL Global shares being issued to the GCL Shareholders (defined below), resulting in (i) GCL Global SG becoming a wholly-owned subsidiary of GCL Global; and (ii) GCL Shareholders holding all issued and outstanding shares in GCL Global; and (b) sale by GCL BVI shareholders holding a total of 99.8% of the total outstanding shares of GCL BVI (“GCL Shareholders”) of their equity interests in GCL BVI to GCL Global, resulting in GCL BVI becoming a 99.8%-owned subsidiary of GCL Global (the “Reorganization”). Before and after the Reorganizations, GCL Global, together with its subsidiaries (as indicated above), is effectively controlled by the major shareholders, and therefore the Reorganization is considered as a recapitalization of entities under common control in accordance with Accounting Standards Codification (“ASC”) 805-50-25. The consolidation of the Company and its subsidiaries have been accounted for at historical cost and prepared on the basis as if the aforementioned transactions had become effective as of the beginning of the first period presented in the accompanying consolidated financial statements in accordance with ASC 805-50-45-5. —Merger and reverse recapitalization As described above and further discussed in Note 3, the Business Combination was consummated on February 13, 2025. As a result, RFAC and GCL Global, including its subsidiaries, became wholly-owned subsidiaries of the Company. The Business Combination was accounted for as a “reverse recapitalization”. Under this method of accounting, RFAC was treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination was treated as the equivalent of GCL Global issuing shares for the net assets of RFAC, accompanied by a recapitalization. The net assets of RFAC are stated at historical costs. No goodwill or other intangible assets are recorded. Upon closing of the Business Combination, PubCo and its subsidiaries are hereafter referred as the Company. The accompanying consolidated financial statements reflect the activities of the Company and each of the following subsidiaries as of March 31, 2025:
Name |  | Background |  | Ownership
GCL Global Limited (“GCL Global”) |  | ● A Cayman Island Company ● Incorporated on October 12, 2023 ● Holding Company |  | 100.0% owned by Pubco
RF Acquisition Corp (“RFAC”) |  | ● A Delaware, US Company ● Incorporated on January 11, 2021 ● Holding Company |  | 100.0% owned by Pubco
Grand Centrex Limited (“GCL BVI”) |  | ● A BVI Company ● Incorporated on November 16, 2018 ● Holding Company |  | 99.8% owned by GCL Global
GCL Global Pte. Ltd (“GCL Global SG”) |  | ● A Singapore Company ● Incorporated on July 26, 2021 ● Holding Company |  | 100% owned by GCL Global
Titan Digital Media Pte. Ltd. (“Titan Digital”) (1) |  | ● A Singapore Company ● Incorporated on January 08, 2018 ● An advertising Company that provides video production, and advertising in social media platform. |  | 85% owned by GCL Global SG
Epicsoft Asia Pte. Ltd (“Epic SG”) |  | ● A Singapore Company ● Incorporated on September 23, 2014 ● A gaming Company that engage in operation of distribution of console games software, and console game code. |  | 100% owned by GCL Global SG
Epicsoft (Hong Kong) Limited (“Epic HK”) |  | ● A Hong Kong Company ● Incorporated on April 15, 2005 ● A gaming Company that engage in operation of distribution of console games software, and console game code. |  | 100% owned by GCL Global SG
4Divinity Pte. Ltd. (“4Divinity SG”) |  | ● A Singapore Company ● Incorporated on September 30, 2022 ● Publishing of game software |  | 100% owned by GCL Global SG
4Divinity UK Ltd. (“4Divinity UK”) |  | ● A United Kingdom Company ● Incorporated on December 4, 2024 ● Publishing of game software |  | 100% owned by 4Divinity SG
Epicsoft Malaysia Sdn. Bhd. (“Epic MY”) |  | ● A Malaysian Company ● Incorporated on June 26, 2019 ● Distribution of console game software and hardware. |  | 100% owned by GCL BVI
2Game Digital Limited (“2Game”) (4) |  | ● A Hong Kong Company ● Incorporated on May 11, 2022 ● Distribution of console game code |  | 61% owned by GCL Global SG
Starlight Games (HK) limited (“Starlight”) (2) |  | ● A Hong Kong Company ● Incorporated on November 08, 2019 ● Distribution of console game software |  | 100% owned by GCL Global SG
Starry Jewelry Pte. Ltd. (“Starry”) (1) |  | ● A Singapore Company ● Incorporated on June 16, 2020 ● Retail in jewelry. |  | 100% owned by Titan Digital
Martiangear Pte. Ltd. (“Martiangear”) (3) |  | ● A Singapore Company ● Incorporated on September 24, 2020 ● Retail in gaming desk and chair |  | 100% owned by GCL Global SG
Hainan GCL Technology Co. Ltd. (“Hainan GCL”) |  | ● A PRC Company ● Incorporated on July 26, 2024 ● Distribution of console game code |  | 100% owned by GCL Global SG
2 Game Pro LTDA (“2Game Brazil) |  | ● A Brazil Company ● Incorporated on August 25, 2023 ● Distribution of console game code |  | 100% owned by 2Game
2 Game Digital DMCC (“2Game Dubai”) |  | ● A Dubai Company ● Incorporated on October 1, 2024 ● Distribution of console game code |  | 100% owned by 2Game
(1) | On April 12, 2023, Titan Digital acquired 100% equity interest in Starry from Debbie Soon Rui Yi (“Debbie”), the spouse of Jianhao Tan, the Chief Executive Officer (“CEO”) of Titan Digital, through issuance of 17,648 or 15% of Titan Digital’s ordinary shares to Debbie. As a result, the Company’s equity interest in Titan Digital was reduced from 100% to 85% upon completion of the acquisition of Starry. (see Note 4)
(2) | On July 14, 2023, Starlight was dissolved due to cessation of operation since September 2021.
(3) | On September 4, 2023, Titan Digital acquired 100% equity interest of Martiangear from two third-parties for cash consideration of $148,000 and share consideration of 53,711 ordinary shares by GCL BVI. On December 12, 2024, Titan Digital sold all of its equity interest in Martiangear to GCL Global SG for a total consideration of SGD 10.
(4) | On March 19, 2025, GCL Global SG acquired an additional 10% equity interest in 2Game for a total consideration of $1,200,000. As a result of this acquisition, GCL Global SG increased its equity interest in 2Game from 51% to 61% (See Note 19).

X
- Definition The entire disclosure for the nature of an entity's business, major products or services, principal markets including location, and the relative importance of its operations in each business and the basis for the determination, including but not limited to, assets, revenues, or earnings. For an entity that has not commenced principal operations, disclosures about the risks and uncertainties related to the activities in which the entity is currently engaged and an understanding of what those activities are being directed toward. + References Reference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 275 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482836/275-10-55-4 Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 275 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482836/275-10-55-2 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 275 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482861/275-10-50-2 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -SubTopic 10 -Topic 275 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482861/275-10-50-1 + Details
Name: | us-gaap_NatureOfOperations
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_OrganizationConsolidationAndPresentationOfFinancialStatementsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration