[424B3] GCL Global Holdings Ltd Prospectus Filed Pursuant to Rule 424(b)(3)

Rhea-AI Filing Summary

GCL Global Holdings Ltd files a Prospectus Supplement registering up to 15,105,000 Ordinary Shares for issuance and resale by the named selling shareholders.

The company also disclosed receipt of a Nasdaq written notice dated March 17, 2026 that its closing bid price fell below the $1.00 minimum for the period February 2, 2026 to March 16, 2026, giving the company an initial compliance period until September 14, 2026. The notice has no immediate effect on trading. The company may consider a transfer to The Nasdaq Capital Market if compliance is not regained.

Insights

Corporate Finance Analyst

Registration lists 15,105,000 shares for resale; proceeds flow to selling holders.

The prospectus supplement expressly registers up to 15,105,000 Ordinary Shares for issuance and resale by selling shareholders. This is a resale registration rather than a primary capital raise, so proceeds are attributable to selling holders, not the issuer.

Timing and magnitude of any sales depend on holder decisions; cash‑flow treatment is not stated in the excerpt. Subsequent disclosures may identify which holders plan to sell and any offering method.

Nasdaq Listing Specialist

Nasdaq delivered a deficiency notice; company has until September 14, 2026 to regain $1.00 bid compliance.

The company received a written Notice dated March 17, 2026 for a closing bid below $1.00 for 30 consecutive business days (February 2, 2026 through March 16, 2026). Under Nasdaq Rule 5810(c)(3)(A), a 180‑day Compliance Period applies.

If noncompliant, the company may consider applying to transfer to The Nasdaq Capital Market for an additional 180 days until March 15, 2027; eligibility and staff approval are not assured.

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-290032

Prospectus Supplement No. 4

(to Prospectus dated September 9, 2025)

SUPPLEMENT NO. 4 TO

PROSPECTUS FOR

UP TO 15,105,000 ORDINARY SHARES

This Prospectus Supplement No. 4 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 23, 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 ☐

EXPLANATORY NOTE

On March 23, 2026, GCL Global Holdings Ltd. (the “Company”) issued a press release announcing that it had received a written notice (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 for the Company’s ordinary shares had closed below the minimum $1.00 per share requirement for continued listing on the Nasdaq under Nasdaq Listing Rule 5450(a)(1) (the “Minimum Bid Price Rule”). Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company has an initial period of 180 calendar days, or until September 14, 2026, to regain compliance (the “Compliance Period”). Pursuant to the Notice, 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 ten consecutive 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 consider applying to transfer its securities from The Nasdaq Global Select Market to The Nasdaq Capital Market, provided that the Company meets the applicable market value of publicly held shares required for continued listing and all other applicable requirements for initial listing on The Nasdaq Capital Market (except for the bid price requirement). Such transfer would provide the Company with an additional 180 calendar days, or until March 15, 2027, to regain compliance. There can be no assurance that the Company would be eligible for the additional 180 calendar day compliance period, if applicable, or that the Nasdaq staff would grant the Company’s request for continued listing.

The Notice has no immediate effect on the listing or trading of the Company’s ordinary shares.  The Company intends to monitor the 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 of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

1

Exhibits
99.1		Press Release, dated March 23, 2026

2

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 23, 2026

	GCL Global Holdings Ltd
	By:	/s/ Sebastian Toke
	Name:	Sebastian Toke
	Title:	Group CEO

3

Exhibit 99.1

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”), a leading 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 below the minimum $1.00 per share requirement for continued listing on the Nasdaq under Nasdaq Listing Rule 5450(a)(1) (the “Minimum Bid 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 until September 14, 2026, to regain compliance (the “Compliance Period”). Pursuant to the Notice, if at any time during the Compliance Period the closing bid price of the Company’s ordinary shares is at least $1.00 for a minimum of ten consecutive 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 the Compliance Period, the Company may consider applying to transfer its securities from The Nasdaq Global Select Market to The Nasdaq Capital Market, provided that the Company meets the applicable market value of publicly held shares required for continued listing and all other applicable requirements for initial listing on The Nasdaq Capital Market (except for the bid price requirement). Such transfer would provide the Company with an additional 180 calendar days, or until March 15, 2027, to regain compliance. There can be no assurance that the Company would be eligible for the additional 180 calendar day compliance period, if applicable, or that the Nasdaq staff would grant the Company’s request for continued listing.

The Notice has no immediate effect on the listing or trading of the Company’s ordinary shares. The Company intends to monitor the bid price of its ordinary shares and consider available options to regain compliance with the Minimum Bid Price Rule.

About GCL Global Holdings

GCL Global Holdings Ltd. (“GCL”) is a holding company incorporated in the Cayman Islands (GCL together with its subsidiaries, the “GCL Group”). Through its operating subsidiaries, GCL Group unites people through its ecosystem of content and hardware in games and entertainment, enabling creators to deliver engaging experiences to gaming communities worldwide with a strategic focus on the rapidly expanding Asian gaming market.

Drawing on a deep understanding of gaming trends and market dynamics, GCL Group leverages its diverse portfolio of digital and physical content as well as multimedia peripherals to bridge cultures and reach a global audience by introducing Asian-developed IP across consoles, PCs, and streaming platforms. Learn more at https://www.gclglobalholdings.com/

Forward-Looking Statements

This press release contains forward-looking statements. All statements other than statements of historical fact are forward-looking statements, which are often indicated by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “estimate,” “believe,” “predict,” “potential” or “continue,” among others, statements regarding our compliance with the Minimum Bid Price Rule and listing or trading of our ordinary shares. Forward-looking statements appear in a number of places throughout this press release and may include statements regarding our intentions, beliefs, projections, outlook, analyses, current expectations and the risks, uncertainties and other factors described under the headings, “Risk factors” and “Cautionary statement regarding forward looking statements,” in our periodic filings with the U.S. Securities and Exchange Commission. These statements speak only as of the date of this press release and involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Given these risks, uncertainties and other factors, you should not place undue reliance on these forward-looking statements, and we assume no obligation to update these forward-looking statements, even if new information becomes available in the future, except as required by law. 

GCL Investor Relations:

Crocker Coulson

crocker.coulson@aummedia.org

(646) 652-7185

FAQ

What does GCL's Prospectus Supplement register?

The supplement registers up to 15,105,000 Ordinary Shares for issuance and resale by the named selling shareholders, per the prospectus supplement dated March 23, 2026.

Who receives proceeds from the registered shares in GCL's supplement?

Proceeds from any sales of the registered shares would flow to the selling shareholders, as the supplement relates to resale by those holders rather than a primary issuer offering.

Why did Nasdaq send GCL a deficiency notice?

Nasdaq notified GCL that the closing bid price was below the required $1.00 for 30 consecutive business days (from February 2, 2026 to March 16, 2026), triggering the Listing Rule process.

How long does GCL have to regain Nasdaq compliance?

GCL has an initial 180 calendar day Compliance Period under Nasdaq Rule 5810(c)(3)(A), expiring on September 14, 2026; regaining a $1.00 closing bid for ten consecutive business days restores compliance.

What happens if GCL fails to regain compliance by September 14, 2026?

If noncompliant, GCL may consider applying to transfer to The Nasdaq Capital Market, which could provide an additional 180 calendar days until March 15, 2027, subject to eligibility and Nasdaq staff approval.