GCL Global plans vote to delay shareholder meeting

GCL Global Holdings Ltd. plans to ask shareholders at its Extraordinary General Meeting on August 7, 2026 to vote on adjourning the meeting to December 1, 2026, at the same time and place.

Rhea-AI Filing Summary

GCL Global Holdings Ltd. plans to ask shareholders at its Extraordinary General Meeting on August 7, 2026 to vote on adjourning the meeting to December 1, 2026, at the same time and place. The company states that this adjournment would provide additional time to assess compliance with applicable Nasdaq listing requirements and to evaluate available options regarding a previously proposed share consolidation, which management currently believes may not be necessary. The goal is to determine the course of action that is in the best interests of shareholders.

Key Figures

Extraordinary General Meeting date: August 7, 2026 Proposed adjourned meeting date: December 1, 2026 Meeting time: 9 am, Singapore time +1 more

4 metrics

Extraordinary General Meeting date August 7, 2026 Scheduled date for shareholders to consider an adjournment of the meeting

Proposed adjourned meeting date December 1, 2026 Date to which the Extraordinary General Meeting may be adjourned if approved

Meeting time 9 am, Singapore time Time of the Extraordinary General Meeting and any adjourned meeting

Company phone number +65 80427330 Registrant’s telephone number including area code

Key Terms

Extraordinary General Meeting of Shareholders, share consolidation, Nasdaq listing requirements, forward-looking statements, +1 more

5 terms

Extraordinary General Meeting of Shareholders regulatory

"plans to propose to shareholders at the Extraordinary General Meeting of Shareholders"

A meeting called by a company outside its regular annual meeting to address urgent or special matters that cannot wait until the next scheduled meeting. Investors attend or vote to decide on actions such as major deals, leadership changes, capital-raising, or rule changes; think of it as an emergency board meeting where shareholders have a direct say and the outcomes can quickly change a company’s strategy, ownership stakes, or financial prospects.

share consolidation financial

"has concluded that the proposed share consolidation may not be necessary at this time"

Share consolidation is a process where a company reduces the total number of its shares by combining multiple existing shares into a smaller number of higher-value shares. This can make each share more expensive and potentially improve the company’s image. For investors, it often means their ownership remains the same, but the value of each share increases, which can influence how the stock is perceived and traded.

Nasdaq listing requirements regulatory

"continues to assess its compliance with applicable Nasdaq listing requirements"

NASDAQ listing requirements are the financial, governance and disclosure rules a company must meet to have its shares traded on the NASDAQ stock exchange. Think of them as the standards a business must pass to join an exclusive marketplace — they affect whether a stock can be bought easily, how much public information the company must provide, and how investors judge its credibility and risk. Meeting these rules can boost liquidity and investor confidence.

forward-looking statements regulatory

"This press release includes forward-looking statements made under the safe harbor provisions"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

U.S. Private Securities Litigation Reform Act of 1995 regulatory

"made under the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995"

A federal law that changed the rules for suing companies over securities claims by making it harder to bring class-action lawsuits and by protecting certain forward-looking statements. Think of it as a rulebook that raises the bar for plaintiffs to show clear evidence of wrongdoing and gives companies limited shelter for predictions, which matters to investors because it can reduce litigation risk, legal costs, and volatility tied to lawsuit headlines.

FAQ

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

What did GCL (Nasdaq: GCL) announce about its Extraordinary General Meeting?

GCL Global Holdings announced it will ask shareholders on August 7, 2026 to approve adjourning its Extraordinary General Meeting to December 1, 2026. The meeting would remain at 9 am, Singapore time at the company’s Tai Seng Avenue address.

Why is GCL (Nasdaq: GCL) proposing to adjourn its Extraordinary General Meeting?

GCL says it is continuing to assess its Nasdaq listing requirements compliance and believes a proposed share consolidation may not be necessary now. The adjournment would give more time to evaluate options and decide what best serves shareholders’ interests.

What happens to the proposed share consolidation of GCL (Nasdaq: GCL)?

GCL states that its previously proposed share consolidation may not be necessary at this time. By seeking to adjourn the meeting, the company aims to review alternatives before deciding whether to proceed or take a different approach.

When and where would the adjourned GCL (Nasdaq: GCL) meeting be held if approved?

If shareholders approve the adjournment, the Extraordinary General Meeting would move to December 1, 2026 at 9 am, Singapore time. It would be held at the same location, 29 Tai Seng Ave., #02-01, Singapore.

What business is GCL Global Holdings (Nasdaq: GCL) engaged in?

GCL Global Holdings is a Cayman Islands holding company focused on games and entertainment. Through subsidiaries, it offers an ecosystem of content and hardware, emphasizing Asian gaming markets and bringing Asian-developed intellectual property to consoles and PCs worldwide.

Does GCL (Nasdaq: GCL) include forward-looking statements in this communication?

Yes. GCL notes that the release contains forward-looking statements under the U.S. Private Securities Litigation Reform Act of 1995. These involve risks and uncertainties, and actual results may differ from expectations described by management.

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

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Available on EDGAR 08/06/2026 - 08:10 AM Accepted by SEC EDGAR 08/06/2026 - 08:09 AM Learn about SEC filing dates

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 August 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 August 6, 2026, GCL Global Holdings Ltd. (“GCL”) issued a press release announcing its plan to propose to shareholders at its Extraordinary General Meeting of Shareholders to be held on August 7, 2026, at 9 am, Singapore time that they consider and approve an adjournment of the meeting to December 1, 2026. Furnished with this report is a copy of the press release.

Exhibits

99.1 Press release dated August 6, 2026 regarding proposed adjournment of the Extraordinary General Meeting of Shareholders

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: August 6, 2026	GCL Global Holdings Ltd.
	By:	/s/ Sebastian Toke
	Name:	Sebastian Toke
	Title:	Group CEO

2

Exhibit 99.1

GCL Announces Plan to Propose Adjournment of Extraordinary General Meeting to December 1, 2026 at Its August 7, 2026 Meeting

SINGAPORE, Aug. 06, 2026 (GLOBE NEWSWIRE) -- GCL Global Holdings Ltd. (Nasdaq: GCL) (“GCL” or the “Company”), a leading provider of games and entertainment, today announced that it plans to propose to shareholders at the Extraordinary General Meeting of Shareholders to be held on August 7, 2026, at 9 am, Singapore time at 29 Tai Seng Ave., #02-01, Singapore, that they consider and approve an adjournment of the meeting to December 1, 2026, at the same time and place as originally convened.

Reason for the Proposed Adjournment:

The Company continues to assess its compliance with applicable Nasdaq listing requirements and has concluded that the proposed share consolidation may not be necessary at this time. The planned adjournment proposal seeks to allow the Company additional time to evaluate the available options and determine the most appropriate course of action in the best interests of the shareholders.

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 and PCs. 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 for the fiscal year ended March 31, 2026, as amended, 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@aumadvisors.com
(646) 652-7185

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 PRESS RELEASE DATED AUGUST 6, 2026 REGARDING PROPOSED ADJOURNMENT OF THE EXTRAOR 10.0 KB