GCL Global Holdings Ltd美股招股说明书(2026-03-23版)

Prospectus Supplement No. 13(to Prospectus dated April 7, 2025) SUPPLEMENT NO. 13 TO PROSPECTUS FOR UP TO 83,456,793 ORDINARY SHARESUP TO 16,500,000 ORDINARY SHARES UNDERLYING WARRANTS This Prospectus Supplement No. 13 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. March 23, 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 March 2026 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☐ EXPLANATORY NOTE On March 23, 2026, GCL Global Holdings Ltd. (the “Company”) issued a press release announcing that it had received a writtennotice (the “Notice”), dated as of March 17, 2026, from the Listing Qualifications Department of The Nasdaq Stock Market LLC(“Nasdaq”) indicating that, for the last thirty (30) consecutive business days (February 2, 2026 to March 16, 2026), the bid price forthe Company’s ordinary shares had closed below the minimum $1.00 per share requirement for continued listing on the Nasdaq underNasdaq Listing Rule 5450(a)(1) (the “Minimum Bid Price Rule”). Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company hasan initial period of 180 calendar days, or until September 14, 2026, to regain compliance (the “Compliance Period”). Pursuant to theNotice, if at any time during the Compliance Period the closing bid price of the ordinary shares is at least $1.00 for a minimum of tenconsecutive business days, Nasdaq will provide the Company with written confirmation of compliance and such matter will be closed. If the Company fails to regain compliance with the Minimum Bid Price Rule during this period, the Company may considerapplying to transfer its securities from The Nasdaq Global Select Market to The Nasdaq Capital Market, provided that the Companymeets the applicable market value of publicly held shares required for continued listing and all other applicable requirements for initiallisting on The Nasdaq Capital Market (except for the bid price requirement). Such transfer would provide the Company with anadditional 180 calendar days, or until March 15, 2027, to regain compliance. There can be no assurance that the Company would beeligible for the additional 180 calendar day compliance period, if applicable, or that the Nasdaq staff would grant the Company’srequest for continued listing. The Notice has no immediate effect on the listing or trading of the Company’s ordinary shares.The Company intends to monitorthe bid price of its ordinary shares and consider available options to regain compliance with the Minimum Bid Price Rule. A copy of the press release is attached as Exhibit 99.1 to this Report. Exhibit 99.1 shall not be deemed “filed” for purposes ofSection 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of thatsection, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the ExchangeAct. 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: March 23, 2026 GCL Global Holdings Ltd By:/s/ Sebastian TokeName:Sebastian TokeTitle: Group CEO GCL Announces Receipt of Nasdaq Deficiency Notice Regarding Minimum Bid Price Requirement SINGAPORE, March 23, 2026 (GLOBE NEWSWIRE) --GCL Global Holdings Ltd(Nasdaq: GCL) (“GCL” or the “Company”), aleading provider of games and entertainment, today announced that it has received a written notice (the “Notice”), dated March 17,2026, from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, for the last thirty (30)consecutive business days (February 2, 2026 to March 16, 2026), the bid price for the Company’s ordinary shares had closed belowthe minimum $1.00 per share requirement for continued listing on the Nasdaq under Nasdaq Listing Rule 5450(a)(1) (the “MinimumBid Price Rule”). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided an initial period of 180 calendar days, or untilSeptember 14, 2026, to regain compliance (the “Compliance Period”). Pursuant to the Notice, if at any time during the CompliancePeriod the closing bid price of the Company’s ordinary shares is at least $1.0