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 September 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 ☐
NASDAQ Notification of Additional 180-Calendar-Day Period to Cure
Minimum Bid Price Deficiency
As previously disclosed in the Form 6-K furnished on March 23, 2026,
GCL Global Holdings Ltd (the “Company”) received written notice from the Nasdaq Stock Market LLC (“Nasdaq”)
dated March 17, 2026 notifying the Company that it is not in compliance with Nasdaq Rule 5450(a)(1) (the “Minimum Bid Price Rule”),
as the closing bid price for the Company’s ordinary shares had been below $1.00 per share for the preceding 30 consecutive business
days. The Company was provided 180 calendar days, or until September 14, 2026 (the “Initial Compliance Period”), to
regain compliance with the Minimum Bid Price Rule pursuant to Nasdaq Listing Rule 5810(c)(3)(A). The Company did not regain compliance
with the Minimum Bid Price Rule during the Initial Compliance Period and submitted a written request to Nasdaq to transfer the listing
of its securities from The Nasdaq Global Select Market to The Nasdaq Capital Market and provide it with an additional 180 calendar days
to cure the deficiency.
On September 16, 2026, the Company received written notification from
Nasdaq advising that the Company’s ordinary shares will be transferred to the Nasdaq Capital Market at the opening of business on
September 18, 2026 and that the Company had been granted an additional 180 calendar days, or until March 15, 2027 (the “Second
Compliance Period”), to regain compliance with the Minimum Bid Price Rule. Nasdaq’s determination was based on the Company
meeting 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), and the Company’s written notice of its intention to
cure the deficiency during the Second Compliance Period by effecting a reverse stock split, if necessary.
If at any time during the Second Compliance Period, the closing bid
price of the Company’s ordinary shares is at least $1.00 per share for a minimum of 10 consecutive business days, Nasdaq will provide
the Company with written confirmation and will close the matter. However, Nasdaq may, in its discretion, require the Company’s ordinary
shares maintain a bid price of at least $1.00 for a period in excess of 10 consecutive business days, but generally no more than 20 consecutive
business days, before determining that the Company has demonstrated an ability to maintain long-term compliance.
The Company is monitoring the closing bid price of its ordinary shares
and evaluating options to regain compliance with the Minimum Bid Price Rule, including by effecting a reverse stock split, if necessary.
However, there can be no assurance that the Company will be able to regain or maintain compliance with the Minimum Bid Price Rule during
the Second Compliance Period. If the Company does not regain compliance with the Minimum Bid Price Rule by the end of the Second Compliance
Period, the Company’s ordinary shares will be subject to delisting. The Company would then be entitled to appeal that determination
to a Nasdaq hearings panel, although there can be no assurance that such an appeal would be successful.
On September 17, 2026, the Company issued a press
release on this matter. A copy of the press release is being furnished as Exhibit 99.1 hereto.
This current report is incorporated by reference
in the Company’s three resale registration statements on Form F-3 (File No. 333-286361; File No. 333-290032; and File No. 333-298717)
and shall be deemed to be a part thereof and any prospectus supplements or amendments thereto, from the date on which this current report
is furnished to the SEC, to the extent not superseded by documents or reports subsequently filed or furnished.
Exhibits
| 99.1 |
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Press release dated September 17, 2026. |
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: September 17, 2026 |
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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 Global Holdings Ltd. Announces Transfer of Listing to The Nasdaq
Capital Market and Additional 180 Days to Cure Minimum Bid Price Deficiency
SINGAPORE – September 17, 2026 – GCL Global
Holdings Ltd (Nasdaq: GCL) (“GCL” or the “Company”), a leading provider of games and entertainment, today
announced that the listing of its ordinary shares will be transferred to The Nasdaq Capital Market at the opening of business on September
18, 2026. The Company’s ordinary shares will continue to trade under the ticker symbol “GCL,” and its warrants will continue
to trade on The Nasdaq Capital Market under the ticker symbol “GCLWW.”
The transfer follows a deficiency notice dated March 17, 2026 the
Company received regarding the minimum bid price requirement under Nasdaq Listing Rule 5450(a)(1) (the “Minimum Bid Price Rule”).
On September 16, 2026, the Company received written notification from Nasdaq advising the Company that it had been granted an additional
180 calendar days, or until March 15, 2027, to comply with the Minimum Bid Price Rule in connection with its application to transfer
its listing to the Nasdaq Capital Market.
The transfer has no effect on the Company’s day-to-day business operations,
financial condition, or reporting obligations under U.S. securities laws. The Company’s ordinary shares and warrants will continue to
trade on Nasdaq without interruption.
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 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@aumadvisors.com
(646) 652-7185
