GCL全球控股有限公司美股招股说明书(2025-11-25版)

SUPPLEMENT NO. 10 TO PROSPECTUS FOR UP TO 83,456,793 ORDINARY SHARESUP TO 16,500,000 ORDINARY SHARES UNDERLYING WARRANTS This Prospectus Supplement No. 10 is being filed to update and supplement the information contained in the prospectus dated April 7,2025 (as supplemented from time to time, the “Prospectus”), relate to, among other things, the issuance from time to time of up to16,500,000 Ordinary Shares and the resale from time to time of up to 83,456,793 Ordinary Shares by the selling shareholders named in November 25, 2025 UNITED STATESSECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUERPURSUANT TO RULE 13a-16 OR 15d-16 For the month of November 2025 On November 25, 2025, GCL Global Holdings Ltd. issued a press release relating to Fiscal Year 2026 revenue and grossprofit expectations. A copy of the press release is being furnished as Exhibit 99.1 hereto. Exhibits SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on itsbehalf by the undersigned, hereunto duly authorized. Dated: November 25, 2025 GCL Announces Fiscal Year 2026 Revenue and Gross Profit Expectations SINGAPORE, Nov. 25, 2025 (GLOBE NEWSWIRE) --GCL Global Holdings Ltd(Nasdaq: GCL) (“GCL” or the “Company”), aleading provider of games and entertainment, today provided an update on management’s expectations for financial results for thefiscal year 2026, ending March 31, 2026. The Company’s anticipated results reflect its continued growth trajectory in the core FY 2026 Financial Outlook ●Revenueis expected to exceed $240 million, an increase of $100 million over FY 2025. ●Gross Profitis anticipated to exceed $30 million, an increase of $10 million over FY 2025. “FY 2026 is a critical year for GCL as we continue to develop our key game IPs like Showa American Story and The Defiant, whichwe believe have blockbuster potential in FY 2027 and beyond,” said Sebastian Toke, Group CEO of GCL. “Over the past severalmonths, we’ve been focused on assembling the core components of a full-service gaming ecosystem spanning from publishing,distribution, hardware, to original IP creation. Bringing these capabilities together is an essential step toward unlocking the long-term “Asian gaming studios are producing a new wave of highly original potential triple-A titles with global appeal. With our proven trackrecord in game publishing and distribution, GCL is well-positioned to leverage this macro trend. GCL is actively working on enteringinto new publishing arrangements and potential investments in gaming studios to strengthen our pipeline of high potential IPs. We The Company plans to release its financial results for the first half of FY2026 in December and will host an investor conference call inthe morning of the release. About GCL Global Holdings GCL Global Holdings Ltd. (“GCL”) is a holding company incorporated in the Cayman Islands (GCL together with its subsidiaries, the“GCL Group”). Through its operating subsidiaries, GCL Group unites people through its ecosystem of content and hardware in gamesand entertainment, enabling creators to deliver engaging experiences to gaming communities worldwide with a strategic focus on the Drawing on a deep understanding of gaming trends and market dynamics, GCL Group leverages its diverse portfolio of digital andphysical content as well as multimedia peripherals to bridge cultures and reach a global audience by introducing Asian-developed IP Forward-Looking Statements This press release includes “forward-looking statements” made under the “safe harbor” provisions of the U.S. Private SecuritiesLitigation Reform Act of 1995, and may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,”“will,” “expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions that predict or indicate future events or trends orthat are not statements of historical matters. These forward-looking statements may also include, but are not limited to, statementsregarding projections, estimates and forecasts of revenue and other financial and performance metrics, projections of market These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance, orachievements to be materially different from those expressed or implied by these forward-looking statements. Although GCL believesthat it has a reasonable basis for each forward-looking statement contained in this press release, GCL cautions you that thesestatements are based on a combination of facts and factors currently known and projections of the future, which are inherentlyuncertain. In addition, there are risks and uncertainties described in GCL’s annual report on Form 20-F, filed with the SEC on July 31,2025, and other documents filed by GCL from time to time with the SEC. These filings may identify and address other im