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

7.     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
 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