GCL Global Holdings Ltd美股招股说明书(2026-03-30版)

Prospectus Supplement No. 5(to Prospectus dated September 9, 2025) SUPPLEMENT NO. 5 TO PROSPECTUS FOR UP TO 15,105,000 ORDINARY SHARES This Prospectus Supplement No. 5 is being filed to update and supplement the information contained in the prospectus datedSeptember 9, 2025 (as supplemented from time to time, the “Prospectus”), relate to, among other things, the issuance and the resalefrom time to time of up to 15,105,000 Ordinary Shares by the selling shareholders named in this prospectus or their permittedtransferees. March 30, 2026 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUERPURSUANT TO RULE 13a-16 OR 15d-16UNDER 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., #02-01Singapore 534119(Address of Principal Executive Offices and Zip Code) 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 forthe audits of the Company’s consolidated financial statements as of and for the fiscal year ending March 31, 2026 to be filed with theU.S. Securities and Exchange Commission (“SEC”). On March 24, 2026, the Board of the Company dismissed Marcum Asia CPAs LLP (“Marcum Asia”) and approved theappointment of Ernst&Young LLP, located in Singapore (“EY SG”) as the Company’s independent registered public accounting firmfor the audits of the Company’s consolidated financial statements to be filed with the SEC. The change of the Company’s independentregistered 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 and2024 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 thesubsequent interim period preceding the dismissal, there were no (i) disagreements (as defined in Item 16F(a)(1)(iv) to Form 20-F andthe related instructions thereto) between the Company and Marcum Asia on any matter of accounting principles or practices, financialstatement disclosure or auditing scope or procedure, any of which, if not resolved to Marcum Asia’s satisfaction, would have causedMarcum 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’sinternal control over financial reporting, including (i) lack of accounting staff and resources with appropriate knowledge of GAAP andSEC reporting and compliance requirements to design and implement formal period-end financial reporting policies and procedures toaddress complex technical accounting issue in accordance with GAAP and the SEC requirements., and (ii) lack of informationtechnology general controls in the areas of IT policies and procedures, user provisioning and termination, privileged access and serviceorganization monitoring who are responsible for change management over certain core business system and accounting system. Therewere no disputes or disagreements between the Company and Marcum Asia during the time it was the Company’s independentregistered 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 reviewsuch 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 acopy 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 SGregarding 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 opinionthat might be rendered on the Company’s consolidated financial statements by EY SG, in either case where written or oral adviceprovided by EY SG would be an important factor considered by the Company in reaching a decision as to any accounting, auditing orfinancial reporting issues; or (3) any matter that was either