GCL Global Holdings Ltd美股招股说明书(2025-12-02版)

Prospectus Supplement No. 11(to Prospectus dated April 7, 2025) SUPPLEMENT NO. 11 TO PROSPECTUS FOR UP TO 83,456,793 ORDINARY SHARES UP TO 16,500,000 ORDINARY SHARES UNDERLYING WARRANTS This Prospectus Supplement No. 11 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 inthis prospectus or their permitted transferees. December 2, 2025 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUERPURSUANT TO RULE 13a-16 OR 15d-16UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2025 Commission File Number: 001-42523 GCL Global Holdings Ltd(Exact Name of Registrant as Specified in its Charter) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F☒Form 40-F☐ On December 2, 2025, GCL Global Holdings Ltd. issued a press release relating to an equity investment in its publishingsubsidiary and a press release relating to its participation in an upcoming investors conference. A copy of the two press releases arebeing furnished as Exhibits 99.1 and 99.2 hereto. Exhibits 99.1Press release dated December 2, 2025 relating to 4Divinity Pte. Ltd.99.2Press release dated December 2, 2025 relating to the Benchmark Discovery One-on-One Conference. 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: December 2, 2025 GCL Global Holdings Ltd. GCL Announces $3 Million Strategic Investment in Publishing Subsidiary, 4Divinity, by ADATA Technology SINGAPORE, Dec. 02, 2025 (GLOBE NEWSWIRE) --GCL Global Holdings Ltd(Nasdaq: GCL) (“GCL” or the “Company”), aleading provider of games and entertainment, today announced that its publishing subsidiary, 4Divinity Pte. Ltd. (“4Divinity”), hasreceived a $3.0 million strategic investment from ADATA Technology Co. Ltd. (“ADATA”), a global leader in memory and storagesolutions listed on the Taipei Exchange (TPEX), for approximately 1.2% equity interests of 4Divinity. Founded in 2001, ADATA is the world’s second-largest manufacturer of DRAM memory and SSDs. In addition to its core products, itsXPG gaming division provides high-performance systems, components, and peripherals for gamers and esports professionals, earningglobal design awards. The investment offers the potential for partnership and synergies through tie-ins such as memory cards andgaming products that can be customized with game IP. Simon Chen, Chairman and CEO of ADATA, stated that, “We are thrilled to formalize our collaboration with 4Divinity by becomingits strategic shareholder. We believe that the gaming titles that 4Divinity has in its pipeline have true blockbuster potential and itsstrong creative and operational leadership made this an easy decision for us. We look forward to playing a part in shaping the future ofinteractive entertainment.” “We are honored to welcome one of the world’s most respected leaders in memory and storage technology as a strategic shareholder,”said Sebastian Toke, Group CEO of GCL. “This investment is a strong testament to the reputation 4Divinity has built in the globalgaming industry and further reinforces our brand as a trusted and ambitious partner in next-generation entertainment. Thecollaboration further enhances our end-to-end ecosystem as we prepare to bring highly anticipated titles such as ‘Showa AmericanStory’ and ‘The Defiant’ to market through our 4Divinity publishing arm. We look forward to exploring broader collaborationopportunities that leverage both parties’ strengths across gaming, infrastructure, and immersive digital entertainment.” 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 therapidly expanding Asian gaming market. 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 IPacross consoles, PCs, and streaming platforms. Learn more athttps://www.gclglobalholdings.com/ About 4Divinity 4Divinity is a digital and retail games publishing company and a wholly owned subsidiary of GCL, focused on bringing exciting g