Filed Pursuant to Rule 424(b)(3)
Registration No. 333-290032
Prospectus Supplement No. 1
(to Prospectus dated September 9, 2025)
SUPPLEMENT NO. 1 TO
PROSPECTUS FOR
UP TO 15,105,000 ORDINARY SHARES
This Prospectus Supplement No. 1 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.
November 25, 2025
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 November 2025
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 ☐
On
November 25, 2025, GCL Global Holdings Ltd. issued a press release relating to Fiscal Year 2026 revenue and gross profit expectations.
A copy of the press release is being furnished as Exhibit 99.1 hereto.
Exhibits
| 99.1 |
Press release dated November 25, 2025. |
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: November 25, 2025 |
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GCL Global Holdings Ltd. |
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By: |
/s/ Sebastian Toke |
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Name: |
Sebastian Toke |
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Title: |
Group CEO |
Exhibit 99.1
GCL
Announces Fiscal Year 2026 Revenue and Gross Profit Expectations
SINGAPORE, Nov. 25, 2025 (GLOBE NEWSWIRE)
-- GCL Global Holdings Ltd (Nasdaq: GCL) (“GCL” or the “Company”), a leading provider of games
and entertainment, today provided an update on management’s expectations for financial results for the fiscal year 2026, ending
March 31, 2026. The Company’s anticipated results reflect its continued growth trajectory in the core consumer and gaming-adjacent
verticals, underpinned by the integration of Ban Leong Technologies, including its established distribution footprint and the continued
scaling of our digital publishing business.
FY 2026 Financial Outlook
| ● | Revenue is expected to exceed $240 million, an increase of $100
million over FY 2025. |
| ● | Gross Profit is anticipated to exceed $30 million, an increase
of $10 million over FY 2025. |
“FY 2026 is a critical year for GCL
as we continue to develop our key game IPs like Showa American Story and The Defiant, which we believe have blockbuster potential in FY
2027 and beyond,” said Sebastian Toke, Group CEO of GCL. “Over the past several months, we’ve been focused on assembling
the core components of a full-service gaming ecosystem spanning from publishing, distribution, hardware, to original IP creation. Bringing
these capabilities together is an essential step toward unlocking the long-term value of our platform. The integration of Ban Leong into
GCL Group is proceeding well and we expect to see synergies from the combination of game IP with a full suite of gaming hardware and peripherals.”
“Asian gaming studios are producing
a new wave of highly original potential triple-A titles with global appeal. With our proven track record in game publishing and distribution,
GCL is well-positioned to leverage this macro trend. GCL is actively working on entering into new publishing arrangements and potential
investments in gaming studios to strengthen our pipeline of high potential IPs. We believe these efforts will position us for meaningful,
sustainable growth as these assets begin to operate as a unified engine.”
The Company plans to release its financial
results for the first half of FY2026 in December and will host an investor conference call in the morning of the release.
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 includes “forward-looking
statements” made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995, and
may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,”
“intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target”
or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These
forward-looking statements may also include, but are not limited to, statements regarding projections, estimates and forecasts of revenue
and other financial and performance metrics, projections of market opportunity and expectations, the estimated implied enterprise value
of GCL, GCL’s ability to scale and grow its business, the advantages and expected growth of GCL, and GCL’s ability to source
and retain creative talent and publish games. These statements are based on various assumptions, whether or not identified in this press
release, and on the current expectations of GCL’s management and are not predictions of actual performance.
These statements involve risks, uncertainties
and other factors that may cause actual results, levels of activity, performance, or achievements to be materially different from those
expressed or implied by these forward-looking statements. Although GCL believes that it has a reasonable basis for each forward-looking
statement contained in this press release, GCL cautions you that these statements are based on a combination of facts and factors currently
known and projections of the future, which are inherently uncertain. In addition, there are risks and uncertainties described in GCL’s
annual report on Form 20-F, filed with the SEC on July 31, 2025, and other documents filed by GCL from time to time with the SEC. These
filings may identify and address other important risks and uncertainties that could cause actual events and results to differ materially
from those contained in the forward-looking statements. GCL cannot assure you that the forward-looking statements in this press release
will prove to be accurate. There may be additional risks that GCL presently knows or that GCL currently believes are immaterial that could
also cause actual results to differ from those contained in the forward-looking statements. In light of the significant uncertainties
in these forward-looking statements, nothing in this press release should be regarded as a representation by any person that the forward-looking
statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved.
The forward-looking statements in this press release represent the views of GCL as of the date of this press release. Subsequent events
and developments may cause those views to change. However, while GCL may update these forward-looking statements in the future, there
is no current intention to do so, except to the extent required by applicable law. You should, therefore, not rely on these forward-looking
statements as representing the views of GCL as of any date subsequent to the date of this press release. Except as may be required by
law, GCL does not undertake any duty to update these forward-looking statements.
GCL Investor Relations:
Crocker Coulson
crocker.coulson@aummedia.org
(646) 652-7185
