GCL Global Holdings (NASDAQ: GCL) replaces Marcum Asia with EY Singapore as auditor

Rhea-AI Filing Summary

GCL Global Holdings Ltd reported a change in its independent auditor. On March 24, 2026, the Board dismissed Marcum Asia CPAs LLP and appointed Ernst & Young LLP, Singapore to audit the consolidated financial statements for the fiscal year ending March 31, 2026.

Marcum Asia’s reports on the years ended March 31, 2025 and 2024 contained no adverse or qualified opinions. The company states there were no disagreements with Marcum Asia on accounting, disclosure or audit scope, though prior "reportable events" included material weaknesses in internal control, such as limited GAAP/SEC expertise and insufficient IT general controls.

Insights

Audit & governance analyst

GCL changes auditors while disclosing existing control weaknesses.

GCL Global Holdings is moving its audit engagement from Marcum Asia to EY Singapore for the year ending March 31, 2026. The company indicates the Audit Committee led a review process and the Board approved the change.

The filing notes no adverse opinions or disagreements with Marcum Asia on accounting, disclosure or audit scope for the years ended March 31, 2025 and 2024. However, it reiterates previously identified material weaknesses in internal control over financial reporting, including limited GAAP and SEC reporting expertise and gaps in IT general controls.

These weaknesses relate to accounting staff capabilities and IT policies around access and change management. The company also confirms it has not consulted EY Singapore on specific accounting treatments or potential audit opinions before the appointment, suggesting EY will form its views during the upcoming audit cycle.

Key Figures

New audit year: Fiscal year ending March 31, 2026 Prior audit years: Years ended March 31, 2025 and 2024 Auditor dismissal date: March 24, 2026 +1 more

4 metrics

New audit year Fiscal year ending March 31, 2026 Period to be audited by EY Singapore

Prior audit years Years ended March 31, 2025 and 2024 Years audited by Marcum Asia without adverse opinions

Auditor dismissal date March 24, 2026 Date Board dismissed Marcum Asia and approved EY Singapore

Material weaknesses disclosed 2 key areas GAAP/SEC expertise and IT general controls weaknesses in internal control

Key Terms

independent registered public accounting firm, material weaknesses, internal control over financial reporting, reportable events, +1 more

5 terms

independent registered public accounting firm regulatory

"the selection of the Company’s independent registered public accounting firm for the audits"

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.

material weaknesses financial

"except for the 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.

internal control over financial reporting financial

"material weaknesses related to the Company’s internal control over financial reporting"

Internal control over financial reporting is a company’s system of procedures and checks designed to make sure its financial statements are accurate and complete, like a set of guardrails and verification steps that catch mistakes or fraud before numbers are published. Investors care because strong controls make reported results more trustworthy, lower the risk of surprise restatements or regulatory problems, and give greater confidence when valuing the company or comparing it to peers.

reportable events regulatory

"or (ii) “reportable events” as defined in Item 16F(a)(1)(v)(A)-(D) of Form 20-F"

Form 20-F regulatory

"as defined in Item 16F(a)(1)(ii)of Form 20-F"

Form 20-F is the standardized annual disclosure that non-U.S. companies must file with the U.S. securities regulator when their shares are traded in the U.S.; it contains audited financial statements, a plain-language description of the business, management discussion, governance details and key risk factors. It matters to investors because it provides a consistent, comparable company “report card” and rulebook, helping buyers assess financial health, governance and risks before investing.

Form 6-K: How Foreign Companies Report to the SEC →

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

FAQ

What auditor change did GCL (GCL) announce in this Form 6-K?

GCL Global Holdings announced that its Board dismissed Marcum Asia CPAs LLP as independent auditor and appointed Ernst & Young LLP in Singapore. EY Singapore will audit the company’s consolidated financial statements for the fiscal year ending March 31, 2026, following an Audit Committee review process.

Did Marcum Asia issue any adverse opinions on GCL (GCL) financials?

Marcum Asia’s audit reports on GCL Global Holdings’ consolidated financial statements for the years ended March 31, 2025 and 2024 did not contain adverse opinions, disclaimers of opinion, or qualifications. The reports were not modified for uncertainty, audit scope, or accounting principles under the Form 20-F definitions.

Were there disagreements between GCL (GCL) and Marcum Asia before dismissal?

The company states there were no disagreements with Marcum Asia on accounting principles, financial statement disclosure, or auditing scope and procedures during the two most recent fiscal years and the subsequent interim period. It also notes there were no disputes through the date Marcum Asia was dismissed as auditor.

What material weaknesses in internal control does GCL (GCL) disclose?

GCL Global Holdings discloses material weaknesses in internal control over financial reporting involving a lack of accounting staff and resources with GAAP and SEC reporting expertise, and insufficient information technology general controls over policies, user access, privileged access, and monitoring of service organizations handling key business and accounting systems.

Has GCL (GCL) previously consulted EY Singapore on accounting issues?

GCL Global Holdings reports it has not consulted Ernst & Young LLP, Singapore on applying accounting principles to specific transactions, potential audit opinions, or any matters involving disagreements or reportable events. This applies to the two most recent fiscal years and up to the date of the Form 6-K report.

How did GCL (GCL) involve Marcum Asia in this disclosure?

The company states it provided Marcum Asia with a copy of the disclosure about the auditor change and requested a letter to the SEC. That letter, addressing the company’s statements, is attached as Exhibit 16.1, as required under Item 16F(a)(3) of Form 20-F.

Filing Exhibits & Attachments

1 document

Other Documents

• EX-16.1 LETTER FROM MARCUM ASIA CPAS LLP, DATED MARCH 26, 2026 2.7 KB