GCL Global resale of 15,105,000 shares, 6M results

GCL Global Holdings Ltd filed a prospectus supplement relating to the issuance and resale from time to time of up to 15,105,000 Ordinary Shares by named selling shareholders or their permitted transferees.

Accepted by SEC EDGAR 01/30/2026 - 05:22 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

GCL Global Holdings Ltd filed a prospectus supplement relating to the issuance and resale from time to time of up to 15,105,000 Ordinary Shares by named selling shareholders or their permitted transferees.

The company is also furnishing unaudited interim condensed consolidated financial statements as of September 30, 2025 and for the six months ended September 30, 2025 and 2024, together with an operating and financial review, non-GAAP performance measures, and a first amendment to a Series B preferred stock purchase agreement. In a separate update, GCL issued press releases announcing financial results for the six months ended September 30, 2025, a planned conference call with an earnings presentation, a $10.0 million strategic investment, and a game trailer.

FAQ

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

What does GCL (GCL) register in its latest prospectus supplement?

GCL Global Holdings Ltd updates its prospectus to cover issuance and resale of up to 15,105,000 Ordinary Shares by selling shareholders. These shares may be sold from time to time by the named holders or their permitted transferees under the supplemented prospectus.

What financial information did GCL (GCL) furnish with this filing?

GCL furnished unaudited interim condensed consolidated financial statements as of September 30, 2025 and for the six months ended September 30, 2025 and 2024. It also provided an operating and financial review and non-GAAP performance measures linked to those interim results as separate exhibits.

What period do GCL (GCL) financial results announced on January 30, 2026 cover?

The January 30, 2026 press release from GCL Global Holdings Ltd announces financial results for the six months ended September 30, 2025. Those results are accompanied by an earnings presentation for the first half of fiscal year 2026, furnished as an additional exhibit.

Did GCL (GCL) announce any investment transactions in this update?

Yes. GCL issued a press release related to a $10.0 million strategic investment on January 30, 2026. The press release describing this transaction is furnished as an exhibit, providing more detail on the nature and terms of the strategic investment.

What additional corporate agreement did GCL (GCL) file with these materials?

GCL included a First Amendment to a Series B Preferred Stock Purchase Agreement between GCL Global Limited and Nekcom Inc., dated May 15, 2025. This amendment is filed as an exhibit alongside the interim financial statements and related disclosures.

What shareholder and investor communications did GCL (GCL) plan around these results?

GCL planned a conference call on January 30, 2026 at 8:00 a.m. EST to discuss its first half fiscal year 2026 results. An investor deck for this call and multiple press releases were furnished as exhibits to support investor communications.

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

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 Filed Pursuant to Rule 424(b)(3)

Registration No. 333-290032

Prospectus Supplement No. 3

(to Prospectus dated September 9, 2025)

SUPPLEMENT NO. 3 TO

PROSPECTUS FOR

UP TO 15,105,000 ORDINARY SHARES

This Prospectus Supplement No. 3 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.

January 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 January 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 ☐

GCL Global Holdings Ltd, a Cayman Islands exempted company, is furnishing this Form 6-K to provide its unaudited interim condensed consolidated financial statements as of September 30, 2025 and for the Six Months Ended September 30, 2025 and 2024.

Exhibits
99.1		Unaudited Interim Condensed Consolidated Financial Statements as of September 30, 2025 and for the Six Months Ended September 30, 2025 and 2024
99.2		Operating and Financial Review and Prospects in Connection with the Unaudited Interim Condensed Consolidated Financial Statements for the Six Months Ended September 30, 2025 and 2024
99.3		Non-GAAP Performance Measures
99.4		First Amendment to Series B Preferred Stock Purchase Agreement between GCL Global Limited and Nekcom Inc., dated May 15, 2025

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

2

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 January 2026

Commission File Number: 001-42523

GCL Global Holdings Ltd

(Exact Name of Registrant as Specified in its Charter)

29 Tai Seng Avenue, #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 January 30, 2026, GCL Global Holdings Ltd. (“GCL”) issued a press release announcing its financial results for the six months ended September 30, 2025, a copy of which is being furnished as Exhibit 99.1 hereto. As previously announced, GCL will host a conference call to discuss its first half fiscal year 2026 results on Friday, January 30, 2026, at 8:00 a.m. EST. An investors deck related to the conference call is being furnished as Exhibit 99.2 hereto. On January 30, 2026, GCL issued a press release related to a $10.0 million strategic investment, a copy of which is being furnished as Exhibit 99.3. On January 29, 2026, GCL issued a press release related to a game trailer, a copy of which is being furnished as Exhibit 99.4. 

Exhibits

99.1	Press release dated January 30, 2026 announcing financial results for the six months ended September 30, 2025.
99.2	GCL First Half Fiscal Year 2026 Earnings Presentation, dated January 2026.
99.3	Press release dated January 30, 2026.
99.4	Press release dated January 29, 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: January 30, 2026
	GCL Global Holdings Ltd.
	By:	/s/ Sebastian Toke
	Name:	Sebastian Toke
	Title:	Group CEO

2