GCL Global Holdings (GCL) registers 15.1M shares; appoints EY SG as auditor

Rhea-AI Filing Summary

GCL Global Holdings Ltd files a Prospectus Supplement No. 5 to register the issuance and resale of up to 15,105,000 Ordinary Shares, to be sold from time to time by the named selling shareholders. The supplement updates the prospectus dated September 9, 2025.

The company also reported a change in independent auditor: on March 24, 2026 the Board dismissed Marcum Asia CPAs LLP and approved the appointment of Ernst & Young LLP (Singapore) for audits of its consolidated financial statements for the fiscal year ending March 31, 2026. The disclosure states Marcum Asia's prior opinions for fiscal years ended March 31, 2025 and 2024 were unmodified and notes material weaknesses in internal control over financial reporting related to staffing and IT general controls.

Insights

Audit Committee / Financial Controls Specialist

Change of auditor noted; material weaknesses in controls disclosed.

The Audit Committee conducted a review and the Board dismissed Marcum Asia and selected Ernst & Young LLP (Singapore) to audit fiscal year ending March 31, 2026. Marcum Asia's prior reports for fiscal years ended March 31, 2025 and March 31, 2024 were unmodified.

The filing explicitly identifies material weaknesses in internal control over financial reporting: (1) insufficient accounting staff/resources with GAAP and SEC reporting knowledge, and (2) deficiencies in IT general controls (policies, user provisioning, privileged access, change management). Subsequent filings should disclose remediation steps and timing.

Key Figures

Registered shares: 15,105,000 shares Prospectus date: September 9, 2025 Supplement/report date: March 30, 2026 +2 more

5 metrics

Registered shares 15,105,000 shares Prospectus Supplement No. 5 (to Prospectus dated September 9, 2025)

Prospectus date September 9, 2025 Original prospectus referenced by the supplement

Supplement/report date March 30, 2026 Prospectus Supplement No. 5 / Form 6-K date

Board auditor decision date March 24, 2026 Board dismissed Marcum Asia and approved EY SG

Fiscal years referenced Fiscal years ended March 31, 2025 and March 31, 2024 Marcum Asia's audit reports were unmodified for these years

Key Terms

Prospectus Supplement, Form 6-K, independent registered public accounting firm, material weaknesses

4 terms

Prospectus Supplement regulatory

"Prospectus Supplement No. 5 is being filed to update and supplement"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

Form 6-K regulatory

"Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16"

A Form 6-K is a report that companies listed in certain countries file to provide important updates, such as financial results, corporate changes, or other significant information, to regulators and investors. It functions like an official company update or news release, helping investors stay informed about developments that could affect their investment decisions.

independent registered public accounting firm financial

"approved the appointment of Ernst & Young LLP, located in Singapore"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

material weaknesses regulatory

"material weaknesses related to the Company’s internal control over financial reporting"

Material weaknesses are significant flaws in a company’s systems for ensuring its financial reports are accurate and reliable. Like a broken lock on a safe, they increase the chance that financial statements contain big errors or omissions, which can mislead investors about performance and risk; discovering one often raises questions about management oversight, may lead to restated results, and can affect investor confidence and a company’s valuation.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 03/30/2026 - 06:13 PM Learn about SEC filing dates

FAQ

What does GCL's Prospectus Supplement No.5 register (GCL)?

It registers the issuance and resale of 15,105,000 Ordinary Shares by named selling shareholders, to be sold from time to time under the prospectus dated September 9, 2025. The supplement updates that prospectus.

Who is selling the shares in GCL's registered offering?

The shares are to be sold by the named selling shareholders or their permitted transferees; the supplement registers resale capacity rather than stating issuer-directed proceeds.

Which auditor change did GCL disclose (GCL)?

On March 24, 2026 the Board dismissed Marcum Asia CPAs LLP and approved appointment of Ernst & Young LLP (Singapore) as the independent registered public accounting firm for audits for the fiscal year ending March 31, 2026.

Did Marcum Asia qualify its prior audit opinions for GCL?

No. Marcum Asia's audit reports for fiscal years ended March 31, 2025 and March 31, 2024 were unmodified and did not contain adverse opinions or disclaimers.

What internal control issues did GCL disclose in the Form 6-K?

The company disclosed material weaknesses: (1) lack of accounting staff/resources with GAAP and SEC reporting expertise, and (2) inadequate IT general controls over policies, user provisioning, privileged access, and change management.

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-290032

Prospectus Supplement No. 5

(to Prospectus dated September 9, 2025)

SUPPLEMENT NO. 5 TO

PROSPECTUS FOR

UP TO 15,105,000 ORDINARY SHARES

This Prospectus Supplement No. 5 is being filed to update and supplement the information contained in the prospectus dated September 9, 2025 (as supplemented from time to time, the “Prospectus”), relate to, among other things, the issuance and the resale from time to time of up to 15,105,000 Ordinary Shares by the selling shareholders named in this prospectus or their permitted transferees.

March 30, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER 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)

29 Tai Seng Ave., #02-01

Singapore 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 ☐

Changes in Registrant’s Certifying Accountant.

The audit committee (the “Audit Committee”) of the board of directors (the “Board”) of GCL Global Holdings Ltd (the “Company”) conducted a review process to consider the selection of the Company’s independent registered public accounting firm for the audits of the Company’s consolidated financial statements as of and for the fiscal year ending March 31, 2026 to be filed with the U.S. Securities and Exchange Commission (“SEC”).

On March 24, 2026, the Board of the Company dismissed Marcum Asia CPAs LLP (“Marcum Asia”) and approved the appointment of Ernst & Young LLP, located in Singapore (“EY SG”) as the Company’s independent registered public accounting firm for the audits of the Company’s consolidated financial statements to be filed with the SEC. The change of the Company’s independent registered public accounting firm was and made after a review process conducted by Audit Committee.

Marcum Asia’s audit reports on the Company’s consolidated financial statements for the years ended March 31, 2025 and 2024 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles as defined in Item 16F(a)(1)(ii)of Form 20-F. During the two most recent fiscal years and through the subsequent interim period preceding the dismissal, there were no (i) disagreements (as defined in Item 16F(a)(1)(iv) to Form 20-F and the related instructions thereto) between the Company and Marcum Asia on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, any of which, if not resolved to Marcum Asia’s satisfaction, would have caused Marcum Asia to make reference thereto in its audit report on the financial statements of the Company for such period, or (ii) “reportable events” as defined in Item 16F(a)(1)(v)(A)-(D) of Form 20-F, except for the material weaknesses related to the Company’s internal control over financial reporting, including (i) lack of accounting staff and resources with appropriate knowledge of GAAP and SEC reporting and compliance requirements to design and implement formal period-end financial reporting policies and procedures to address complex technical accounting issue in accordance with GAAP and the SEC requirements., and (ii) lack of information technology general controls in the areas of IT policies and procedures, user provisioning and termination, privileged access and service organization monitoring who are responsible for change management over certain core business system and accounting system. There were no disputes or disagreements between the Company and Marcum Asia during the time it was the Company’s independent registered public accounting firm through the date of dismissal.

The Company has provided Marcum Asia with a copy of the foregoing disclosure and has requested that Marcum Asia review such disclosure and provide a letter addressed to the SEC as specified by Item 16F(a)(3) of Form 20-F. Attached as Exhibit 16.1 is a copy of Marcum Asia’s letter addressed to the SEC relating to the statements made by the Company in this Report on Form 6-K.

During the two most recent fiscal years and through the date of this report, the Company has not consulted with EY SG regarding any of the following: (1) the application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements; (2) the type of audit opinion that might be rendered on the Company’s consolidated financial statements by EY SG, in either case where written or oral advice provided by EY SG would be an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issues; or (3) any matter that was either the subject of a disagreement (as defined in Item 16F(a)(1)(iv) of the instructions to Form 20-F and the related instructions therein ) or a reportable event (as defined in Item 16F(a)(1)(v) of the instructions to Form 20-F). 

Exhibits

16.1 Letter from Marcum Asia CPAs LLP, dated March 26, 2026.

1

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Dated: March 30, 2026
	GCL Global Holdings Ltd
	By:	/s/ Sebastian Toke
	Name:	Sebastian Toke
	Title:	Group CEO

2

Exhibit 16.1

March 26, 2026

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Commissioners:

We have read the statements made by GCL Global Holdings Limited under Item 16.1 of its Form 6-K dated March 24, 2026. We agree with the statements concerning our Firm in such Form 6-K; we are not in a position to agree or disagree with other statements of GCL Global Holdings Limited contained therein.

Very truly yours,

/s/ Marcum Asia CPAs LLP

Marcum Asia CPAs LLP