GCL registers 83.46M shares; appoints EY Singapore

GCL Global Holdings Ltd files a Prospectus Supplement and Form 6-K updating its shelf prospectus to register up to 83,456,793 ordinary shares and to issue up to 16,500,000 ordinary shares underlying warrants.

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

Rhea-AI Filing Summary

GCL Global Holdings Ltd files a Prospectus Supplement and Form 6-K updating its shelf prospectus to register up to 83,456,793 ordinary shares and to issue up to 16,500,000 ordinary shares underlying warrants. The company replaced Marcum Asia CPAs LLP with Ernst & Young LLP (Singapore) as its independent registered public accounting firm; the Board approved the change on March 24, 2026. Marcum Asia's prior audit reports for years ended March 31, 2025 and 2024 were unqualified, and Marcum Asia noted agreement with the disclosure. The company disclosed material weaknesses in internal control over financial reporting related to staffing and IT general controls.

Insights

Audit & Financial Reporting Specialist

Auditor swap disclosed; material weaknesses in internal control were acknowledged.

The Audit Committee removed Marcum Asia and appointed EY Singapore to audit fiscal 2026 filings. Marcum Asia's prior opinions were unqualified and it furnished a letter agreeing with the company's Item 16.1 statements.

The company disclosed two material weaknesses: insufficient accounting staff with GAAP/SEC expertise and gaps in IT general controls. These weaknesses affect the reliability of period-end reporting until remediated; remediation progress should appear in subsequent filings.

Corporate Governance Advisor

Change signals an internal control remediation focus; monitoring recommended.

The Board’s engagement and the Audit Committee review are documented; appointing a Big Four firm is a common step when governance or reporting demands increase. The filing notes no disagreements during Marcum Asia’s tenure beyond the disclosed control weaknesses.

Watch for disclosure of remediation steps and timelines in future periodic reports and the FY2026 audit opinion from EY Singapore to assess whether controls are resolved.

Key Figures

Registered ordinary shares: 83,456,793 shares Ordinary shares underlying warrants: 16,500,000 shares Board approval date for auditor change: March 24, 2026 +2 more

5 metrics

Registered ordinary shares 83,456,793 shares Prospectus Supplement No. 14

Ordinary shares underlying warrants 16,500,000 shares Prospectus Supplement No. 14

Board approval date for auditor change March 24, 2026 Audit Committee/Board action

Marcum Asia audit opinion status unqualified Years ended March 31, 2025 and 2024

Number of disclosed material weaknesses 2 Internal control over financial reporting

Key Terms

Prospectus Supplement, material weaknesses, independent registered public accounting firm

3 terms

Prospectus Supplement regulatory

"Prospectus Supplement No. 14 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.

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.

independent registered public accounting firm financial

"approved the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm"

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.

Offering Details

mixed · 83,456,793 shares; 16,500,000 shares underlying warrants

Offering

Offering Type mixed

Securities Offered ordinary shares; ordinary shares underlying warrants

Offering Amount 83,456,793 shares; 16,500,000 shares underlying warrants

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What securities does GCL (GCL) register in Prospectus Supplement No. 14?

The supplement registers up to 83,456,793 ordinary shares and up to 16,500,000 ordinary shares underlying warrants. The supplement updates the April 7, 2025 prospectus and permits issuance and resale "from time to time" as described in the supplement.

Who is GCL’s new independent auditor and when was the change approved?

The Board approved appointment of Ernst & Young LLP (Singapore) as the independent registered public accounting firm on March 24, 2026. The change followed an Audit Committee review and replaces Marcum Asia CPAs LLP for the FY2026 SEC audits.

Did Marcum Asia’s prior audit reports include any qualifications or disclaimers?

Marcum Asia’s audit reports for the years ended March 31, 2025 and March 31, 2024 were unqualified and were not modified for uncertainty, audit scope, or accounting principles, according to the filing; Marcum Asia also provided a confirming letter.

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

GCL disclosed material weaknesses in internal control over financial reporting: (1) insufficient accounting staff with GAAP and SEC reporting expertise and (2) lack of IT general controls covering policies, user provisioning, privileged access, and change management for core systems.

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

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Filed Pursuant to Rule 424(b)(3)

Registration No. 333-286361

Prospectus Supplement No. 14

(to Prospectus dated April 7, 2025)

SUPPLEMENT NO. 14 TO

PROSPECTUS FOR

UP TO 83,456,793 ORDINARY SHARES

UP TO 16,500,000 ORDINARY SHARES UNDERLYING WARRANTS

This Prospectus Supplement No. 14 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 to 16,500,000 Ordinary Shares and the resale from time to time of up to 83,456,793 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