您的浏览器禁用了JavaScript(一种计算机语言,用以实现您与网页的交互),请解除该禁用,或者联系我们。[美股招股说明书]:GCL Global Holdings Ltd美股招股说明书(2026-01-30版) - 发现报告

GCL Global Holdings Ltd美股招股说明书(2026-01-30版)

2026-01-30美股招股说明书张***
GCL Global Holdings Ltd美股招股说明书(2026-01-30版)

Prospectus Supplement No. 3(to Prospectus dated September 9, 2025) SUPPLEMENT NO. 3 TO PROSPECTUS FOR UP TO 15,105,000 ORDINARY SHARES This Prospectus Supplement No. 3 is being filed to update and supplement the information contained in the prospectus datedSeptember 9, 2025 (as supplemented from time to time, the “Prospectus”), relate to, among other things, the issuance and the resalefrom time to time of up to 15,105,000 Ordinary Shares by the selling shareholders named in this prospectus or their permittedtransferees. January 30, 2026 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 January 2026 Commission File Number: 001-42523 Form 20-F☒Form 40-F☐ GCL Global Holdings Ltd, a Cayman Islands exempted company, is furnishing this Form 6-K to provide its unaudited interimcondensed consolidated financial statements as of September 30, 2025 and for the Six Months Ended September 30, 2025 and 2024. Exhibits 99.1Unaudited Interim Condensed Consolidated Financial Statements as of September 30, 2025 and for the Six MonthsEnded September 30, 2025 and 202499.2Operating and Financial Review and Prospects in Connection with the Unaudited Interim Condensed ConsolidatedFinancial Statements for the Six Months Ended September 30, 2025 and 202499.3Non-GAAP Performance Measures99.4First Amendment to Series B Preferred Stock Purchase Agreement between GCL Global Limited and Nekcom Inc., datedMay 15, 2025 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: January 30, 2026 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 January 2026 Commission File Number: 001-42523 GCL Global Holdings Ltd(Exact Name of Registrant as Specified in its Charter) 29 Tai Seng Avenue, #02-01Singapore 534119(Address of Principal Executive Offices and Zip Code) Registrant’s telephone number, including area code: +65 80427330 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 January 30, 2026, GCL Global Holdings Ltd. (“GCL”) issued a press release announcing its financial results for the sixmonths ended September 30, 2025, a copy of which is being furnished as Exhibit 99.1 hereto. As previously announced, GCL will hosta conference call to discuss its first half fiscal year 2026 results on Friday, January 30, 2026, at 8:00 a.m. EST. An investors deckrelated to the conference call is being furnished as Exhibit 99.2 hereto. On January 30, 2026, GCL issued a press release related to a$10.0 million strategic investment, a copy of which is being furnished as Exhibit 99.3. On January 29, 2026, GCL issued a pressrelease related to a game trailer, a copy of which is being furnished as Exhibit 99.4. Exhibits 99.1Press release dated January 30, 2026 announcing financial results for the six months ended September 30, 2025.99.2GCL First Half Fiscal Year 2026 Earnings Presentation, dated January 2026.99.3Press release dated January 30, 2026.99.4Press release dated January 29, 2026. 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: January 30, 2026 GCL Global Holdings Ltd.