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

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
 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