GCL Global Holdings Ltd美股招股说明书(2026-06-10版)

GCL GLOBAL HOLDINGS LTD This prospectus relates to the resale from time to time of up to 625,000 ordinary shares (the “Shares”) of GCL Global HoldingsLtd, a Cayman Islands exempted company (the “Company,” “PubCo,” or “we”) by Teng Woo Boon, the Managing Director of BanLeong Technologies Pte. Ltd. (“Teng” or the “Selling Shareholder”), an indirect wholly-owned subsidiary of the Company. We are not selling any securities under this prospectus and will not receive any proceeds from the sale of the Shares by the SellingShareholder. The Selling Shareholder may sell the Shares from time to time in public or private transactions, at fixed or negotiatedprices. See “Plan of Distribution.” We will bear all reasonable costs, expenses, and fees in connection with the registration of the Shares. Our registration of the securities covered by this prospectus does not mean that the Selling Shareholder will offer or sell, asapplicable, any of the securities. The Selling Shareholder may offer, sell or distribute all or part of the securities registered hereby forresale from time to time through public or private transactions at either prevailing market prices or at privately negotiated prices. Thesecurities are being registered to permit the Selling Shareholder to sell the securities from time to time, in amounts, at prices and onterms determined at the time the Selling Shareholder offer and sell the securities covered by this prospectus. The Selling Shareholdermay offer and sell the securities covered by this prospectus through ordinary brokerage transactions, directly to market makers of oursecurities or through any other means described in the section entitled “Plan of Distribution” herein. In connection with any sales ofthe securities offered hereunder, the Selling Shareholder, any underwriters, agents, brokers or dealers participating in such sales maybe deemed to be “underwriters” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). As of June 9, 2026, the closing price of our Ordinary Shares and Warrants was $0.42 and $0.03, respectively. The total number of Ordinary Shares issued and outstanding as of the date of this prospectus are 130,135,432 Ordinary Shares and128,008,703 Ordinary Shares, respectively. Each Ordinary Share is entitled to one vote. As of the date of this prospectus, Jacky ChooSee Wee, our chairman of the board of directors, is able to exercise voting rights with respect to over 50% of the voting power of ourissued and outstanding shares through his beneficial ownership of 80,581,793 Ordinary Shares. We are a “controlled company” asdefined under the Corporate Governance Rules of Nasdaq. For so long as we remain a controlled company under this definition, weare permitted to elect to rely, and currently rely, on certain exemptions from corporate governance rules, including the exemption fromthe rule that a majority of our board of directors must be independent directors. For details, see “Item 3. Key Information—D. RiskFactors—Risks Related to GCL Operating as a Public Company—As a “controlled company” under the Nasdaq rules, GCL maychoose to exempt itself from certain corporate governance requirements that could have an adverse effect on our public shareholders”in our most recent annual report on Form 20-F, as amended, incorporated herein by reference. We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You shouldread this entire prospectus and any amendments or supplements carefully before you make your investment decision. We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and have elected tocomply with certain reduced public company reporting requirements. We are also a “foreign private issuer,” as defined in the Securities and Exchange Act of 1934, as amended (the “Exchange Act”),and will be exempt from certain rules under the Exchange Act that impose certain disclosure obligations and procedural requirementsfor proxy solicitations under Section 14 of the Exchange Act. In addition, our officers, directors and principal shareholders will beexempt from the “short swing” profit recovery provisions under Section 16 of the Exchange Act. Moreover, we will not be required tofile periodic reports and financial statements with the U.S. Securities and Exchange Commission as frequently or as promptly as U.S.companies whose securities are registered under the Exchange Act. Investing in our securities is speculative and involves a high degree of risk. You should carefully consider the risksdescribed under “Risk Factors,” in any accompanying prospectus supplement or in the documents incorporated by referenceinto this prospectus before making a decision to invest in our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesecurities to be issued under this prospectus or determined if this pro