GCL Global Holdings Ltd (GCL) Form 424B3 — May 18, 2026
GCL Global Holdings Ltd filed a prospectus registering up to 83.5 million ordinary shares for resale by insiders Epicsoft Ventures and the Sponsor RF Dynamic LLC. These shares represent approximately 65.2% of the company's outstanding equity and become eligible for sale after a 12-month lock-up period expires following the February 2025 business combination. The filing highlights significant downside risk as the stock trades at $0.45, well below the $10.00 implied acquisition cost for Epicsoft and the $11.50 warrant exercise price.
Key figures
- Gross Proceeds
- 0
- Offering Price
- 0.45
- Shares Offered
- 83456793
- Shares Outstanding
- 128008703
- Warrants outstanding
- 16500000
- Insider ownership pct
- 65.2
- Warrant exercise price
- 11.5
- Potential sponsor profit
- 1270000
- Insider shares registered
- 83456793
- Nasdaq compliance deadline
- 2026-09-14
- Sponsor founder cost basis
- 0.009
- Epicsoft implied cost basis
- 10
- Total shares if warrants exercised
- 144508703
AI analysis
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