GCL Global Holdings Ltd 美股招股说明书（2026年6月10日版）

PROSPECTUS UP TO 625,000 ORDINARY SHARES GCL GLOBAL HOLDINGS LTD This prospectus relates to the resale from time to time of up to 625,000 ordinary shares (the “Shares”) of GCL Global HoldingsLtd, a Cayman Islands exempted company (the “Company,” “PubCo,” or “we”) by Teng Woo Boon, the Managing Director of Ban We are not selling any securities under this prospectus and will not receive any proceeds from the sale of the Shares by the SellingShareholder. The Selling Shareholder may sell the Shares from time to time in public or private transactions, at fixed or negotiated We will bear all reasonable costs, expenses, and fees in connection with the registration of the Shares. Our registration of the securities covered by this prospectus does not mean that the Selling Shareholder will offer or sell, asapplicable, any of the securities. The Selling Shareholder may offer, sell or distribute all or part of the securities registered hereby forresale from time to time through public or private transactions at either prevailing market prices or at privately negotiated prices. Thesecurities are being registered to permit the Selling Shareholder to sell the securities from time to time, in amounts, at prices and onterms determined at the time the Selling Shareholder offer and sell the securities covered by this prospectus. The Selling Shareholdermay offer and sell the securities covered by this prospectus through ordinary brokerage transactions, directly to market makers of our As of June 9, 2026, the closing price of our Ordinary Shares and Warrants was $0.42 and $0.03, respectively. The total number of Ordinary Shares issued and outstanding as of the date of this prospectus are 130,135,432 Ordinary Shares and128,008,703 Ordinary Shares, respectively. Each Ordinary Share is entitled to one vote. As of the date of this prospectus, Jacky ChooSee Wee, our chairman of the board of directors, is able to exercise voting rights with respect to over 50% of the voting power of ourissued and outstanding shares through his beneficial ownership of 80,581,793 Ordinary Shares. We are a “controlled company” asdefined under the Corporate Governance Rules of Nasdaq. For so long as we remain a controlled company under this definition, weare permitted to elect to rely, and currently rely, on certain exemptions from corporate governance rules, including the exemption from We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You shouldread this entire prospectus and any amendments or supplements carefully before you make your investment decision. We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and have elected tocomply with certain reduced public company reporting requirements. We are also a “foreign private issuer,” as defined in the Securities and Exchange Act of 1934, as amended (the “Exchange Act”),and will be exempt from certain rules under the Exchange Act that impose certain disclosure obligations and procedural requirementsfor proxy solicitations under Section 14 of the Exchange Act. In addition, our officers, directors and principal shareholders will beexempt from the “short swing” profit recovery provisions under Section 16 of the Exchange Act. Moreover, we will not be required to Investing in our securities is speculative and involves a high degree of risk. You should carefully consider the risksdescribed under “Risk Factors,” in any accompanying prospectus supplement or in the documents incorporated by reference Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesecurities to be issued under this prospectus or determined if this prospectus is truthful or complete. Any representation to thecontrary is a criminal offense. The date of this prospectus is June 10, 2026. You should rely only on the information contained in this prospectus or any amendment or supplement. Neither we nor theSelling Shareholder have authorized anyone else to provide you with different information. The securities offered by thisprospectus are being offered only in jurisdictions where the offer is permitted. You should not assume that the information in Except as otherwise set forth in this prospectus, neither we nor the Selling Shareholder have taken any action to permit a publicoffering of these securities outside the United States or to permit the possession or distribution of this prospectus outside the United ABOUT THIS PROSPECTUS This prospectus is part of a registration statement filed with the SEC by GCL Global Holdings Ltd. using the “shelf” registrationprocess. Under this shelf registration process, the Selling Shareholder named in this prospectus may, from time to time, sell thesecurities described in this prospectus in one or more offerings. This prospectus includes important information about us, the securitiesbeing offered by the Selling Shareholder and o