Company Description
Garden Stage Limited (NASDAQ: GSIW) is a holding company incorporated in the Cayman Islands that operates as a Hong Kong-based financial services provider through its wholly owned operating subsidiaries. According to the company’s public disclosures, Garden Stage is principally engaged in the provision of (i) placing and underwriting services; (ii) securities dealing and brokerage services; (iii) asset management services; and (iv) investment advisory services within the investment banking and securities dealing industry.
The group conducts its operations through two main subsidiaries in Hong Kong. I Win Securities Limited is licensed to conduct Type 1 regulated activities (dealing in securities) under the Securities and Futures Ordinance (SFO) in Hong Kong. It is a Stock Exchange Participant of The Stock Exchange of Hong Kong Limited and holds a Hong Kong Stock Exchange Trading Right. I Win Securities Limited is also a participant of Hong Kong Securities Clearing Company Limited (HKSCC. These licenses and memberships allow the subsidiary to engage in securities dealing and brokerage activities under the Hong Kong regulatory framework.
I Win Asset Management Limited, the other key operating subsidiary, is licensed to conduct Type 4 (advising on securities) and Type 9 (asset management) regulated activities under the SFO in Hong Kong. Through this entity, Garden Stage provides asset management and investment advisory services. The company’s disclosures describe its overall business as focused on placing and underwriting, securities dealing and brokerage, asset management, and investment advisory, with operations carried out entirely through these Hong Kong-based subsidiaries.
Business activities and capital markets role
Garden Stage’s placing and underwriting services relate to capital markets transactions in which securities are placed with or underwritten for investors. Its securities dealing and brokerage services are conducted through I Win Securities Limited under its Type 1 license. Asset management and investment advisory activities are conducted through I Win Asset Management Limited under its Type 4 and Type 9 licenses.
The company has also engaged in capital-raising activities in the United States. Garden Stage completed an initial public offering of ordinary shares on the Nasdaq Capital Market under the ticker symbol “GSIW.” The company has subsequently conducted multiple registered direct offerings of its ordinary shares, as disclosed in its Form 6-K filings, using a shelf registration statement on Form F-3 declared effective by the U.S. Securities and Exchange Commission. These offerings have provided proceeds for working capital and general corporate purposes as described in the filings.
Regulatory and listing framework
Garden Stage files reports with the U.S. Securities and Exchange Commission as a foreign private issuer, including current reports on Form 6-K. Its ordinary shares trade on the Nasdaq Capital Market under the symbol GSIW. The company has received Nasdaq notifications regarding minimum bid price deficiencies and has also disclosed the subsequent regaining of compliance with the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2), as described in its public announcements.
Within Hong Kong, the group operates under the regulatory regime of the Securities and Futures Ordinance. I Win Securities Limited and I Win Asset Management Limited hold licenses for Type 1, Type 4, and Type 9 regulated activities, covering dealing in securities, advising on securities, and asset management. I Win Securities Limited’s status as a Stock Exchange Participant and HKSCC participant supports its role in securities trading and settlement in the Hong Kong market.
Corporate structure and shareholder matters
Garden Stage has reported corporate actions relating to its share capital and governance. In an extraordinary general meeting, shareholders voted on proposals to redesignate the company’s authorized share capital into Class A and Class B ordinary shares, adopt a second amended and restated memorandum and articles of association, authorize updates to the register of members and related filings in the Cayman Islands, and approve a potential consolidation of Class A ordinary shares on a range of ratios to be determined by the board within a specified period. These matters were set out in the company’s Form 6-K filings summarizing the meeting results.
The company has also disclosed the appointment of an executive director and the related directorship agreement, which includes compensation terms and obligations such as confidentiality and adherence to the company’s code of business conduct and ethics, as described in the relevant Form 6-K.
Strategic partnerships and product initiatives
Garden Stage’s subsidiaries have announced several cooperation and partnership arrangements. I Win Asset Management Limited entered into a strategic partnership with eBroker Group Limited and Royal Family Office to jointly develop and launch an AI-driven investment fund named the “I Win Growth Global Equity (AI-Enabled) Segregated Portfolio.” According to the announcement, the fund is structured as a Cayman Islands segregated portfolio long/short equity hedge fund and is jointly managed by I Win Asset Management Limited and Quantsmile (HK) Ltd as co-investment managers. The fund uses eBroker Group Limited’s proprietary AI system, eBrAIny, to construct portfolios designed for low volatility and high Sharpe ratio, and is described as an option for professional investors.
I Win Securities Limited and I Win Asset Management Limited have also disclosed strategic cooperation agreements with Indicator Global Inc, an investment adviser firm registered with the U.S. SEC. The cooperation covers areas such as client introductions, derivatives, consulting, external asset management, and a possible joint venture, with the stated aim of enhancing connectivity between the clientele of I Win and Indicator and developing the businesses of all parties within applicable regulatory frameworks.
In addition, I Win Securities Limited has reported advanced discussions with derivative trading units of investment banks such as China International Capital Corporation Limited and JPMorgan Chase Bank, National Association, regarding potential distribution of derivative products, including participation notes and options linked to A-share underlyings, to a specific group of clients classified as Professional Investors under Hong Kong regulations. The company has also announced cooperation with ZZC International (Group) Limited in areas such as capital markets consulting, securities transactions, client introductions, family offices, and external asset management, with joint promotional activities on topics including global capital markets and cross-border regulatory frameworks.
IPO and use of proceeds
Garden Stage’s initial public offering on the Nasdaq Capital Market involved the sale of ordinary shares at a stated public offering price, with an over-allotment option granted to the underwriters. The company’s disclosures state that proceeds from the offering were intended for expanding underwriting and placing services, commencing securities margin financing services, enhancing IT infrastructure and capacity, expanding asset management services, expanding securities dealing and brokerage coverage in U.S. exchanges, and general working capital.
Subsequent registered direct offerings, as reported in Form 6-K filings, involved the issuance of ordinary shares and, in some cases, pre-funded warrants. The company has stated that net proceeds from these offerings are intended for working capital and general corporate purposes.
Summary
According to its public filings and announcements, Garden Stage Limited is a Cayman Islands holding company whose business is conducted through Hong Kong-based licensed subsidiaries focused on placing and underwriting, securities dealing and brokerage, asset management, and investment advisory services. The company is listed on the Nasdaq Capital Market under the ticker GSIW and operates under both U.S. securities regulations as a foreign private issuer and the Hong Kong SFO licensing regime through I Win Securities Limited and I Win Asset Management Limited. Its disclosures highlight capital markets activities, registered direct offerings, corporate governance actions, and strategic partnerships related to asset management and securities distribution.