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 ☐
EXPLANATORY NOTE
On March 23, 2026,
GCL Global Holdings Ltd. (the “Company”) issued a press release announcing that it had received a written notice (the “Notice”),
dated as of March 17, 2026, from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating
that, for the last thirty (30) consecutive business days (February 2, 2026 to March 16, 2026), the bid price for the Company’s ordinary
shares had closed below the minimum $1.00 per share requirement for continued listing on the Nasdaq under Nasdaq Listing Rule 5450(a)(1)
(the “Minimum Bid Price Rule”). Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company has an initial period of 180 calendar
days, or until September 14, 2026, to regain compliance (the “Compliance Period”). Pursuant to the Notice, if at any time
during the Compliance Period the closing bid price of the ordinary shares is at least $1.00 for a minimum of ten consecutive business
days, Nasdaq will provide the Company with written confirmation of compliance and such matter will be closed.
If the Company fails
to regain compliance with the Minimum Bid Price Rule during this period, the Company may consider applying to transfer its securities
from The Nasdaq Global Select Market to The Nasdaq Capital Market, provided that the Company meets 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). Such transfer would provide the Company with an additional 180 calendar days, or until March 15, 2027,
to regain compliance. There can be no assurance that the Company would be eligible for the additional 180 calendar day compliance period,
if applicable, or that the Nasdaq staff would grant the Company’s request for continued listing.
The Notice has no immediate
effect on the listing or trading of the Company’s ordinary shares. The Company intends to monitor the bid price of its ordinary
shares and consider available options to regain compliance with the Minimum Bid Price Rule.
A copy of the press release
is attached as Exhibit 99.1 to this Report. Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall
it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
| Exhibits | | |
| | | |
| 99.1 | |
Press Release, dated March 23, 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:
March 23, 2026
| |
GCL
Global Holdings Ltd |
| |
|
|
| |
By: |
/s/
Sebastian Toke |
| |
Name: |
Sebastian Toke |
| |
Title: |
Group CEO |
Exhibit
99.1
GCL
Announces Receipt of Nasdaq Deficiency Notice Regarding Minimum Bid Price Requirement
SINGAPORE,
March 23, 2026 (GLOBE NEWSWIRE) -- GCL Global Holdings Ltd (Nasdaq: GCL) (“GCL” or the “Company”),
a leading provider of games and entertainment, today announced that it has received a written notice (the “Notice”), dated
March 17, 2026, from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, for
the last thirty (30) consecutive business days (February 2, 2026 to March 16, 2026), the bid price for the Company’s ordinary shares
had closed below the minimum $1.00 per share requirement for continued listing on the Nasdaq under Nasdaq Listing Rule 5450(a)(1) (the
“Minimum Bid Price Rule”).
In
accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided an initial period of 180 calendar days, or until September
14, 2026, to regain compliance (the “Compliance Period”). Pursuant to the Notice, if at any time during the Compliance Period
the closing bid price of the Company’s ordinary shares is at least $1.00 for a minimum of ten consecutive business days, Nasdaq
will provide the Company with written confirmation of compliance and such matter will be closed. If the Company fails to regain compliance
with the Minimum Bid Price Rule during the Compliance Period, the Company may consider applying to transfer its securities from The Nasdaq
Global Select Market to The Nasdaq Capital Market, provided that the Company meets 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). Such transfer would provide the Company with an additional 180 calendar days, or until March 15, 2027, to regain
compliance. There can be no assurance that the Company would be eligible for the additional 180 calendar day compliance period, if applicable,
or that the Nasdaq staff would grant the Company’s request for continued listing.
The
Notice has no immediate effect on the listing or trading of the Company’s ordinary shares. The Company intends to monitor the bid
price of its ordinary shares and consider available options to regain compliance with the Minimum Bid Price Rule.
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 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@aummedia.org
(646)
652-7185
