Welcome to our dedicated page for Garden Stage Ltd. SEC filings (Ticker: GSIW), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The SEC filings page for Garden Stage Limited (NASDAQ: GSIW) provides access to the company’s publicly filed documents as a foreign private issuer. Garden Stage submits current reports on Form 6-K and uses registration statements such as Form F-1 and Form F-3 in connection with offerings of its ordinary shares. These filings describe a Cayman Islands holding company operating through Hong Kong-based subsidiaries engaged in placing and underwriting, securities dealing and brokerage, asset management, and investment advisory services.
Among the key documents available are Form 6-K reports detailing registered direct offerings of ordinary shares and, in some cases, pre-funded warrants. These filings set out the number of shares issued, purchase prices, net proceeds, and stated intended use of proceeds, which the company has described as working capital and general corporate purposes. Related exhibits, such as securities purchase agreements and legal opinions regarding the validity of securities being registered, are also included in the filing record.
Other Form 6-K submissions cover corporate governance and capital structure matters. Examples include reports on extraordinary general meeting results approving the redesignation of authorized share capital into different classes of ordinary shares, adoption of a second amended and restated memorandum and articles of association, authorization of updates to the register of members and filings in the Cayman Islands, and approval of a potential consolidation of Class A ordinary shares within a specified ratio range. Filings also document board and executive appointments and the associated directorship agreements, which outline compensation and obligations such as confidentiality and adherence to the company’s code of business conduct and ethics.
Investors can use these filings to follow Garden Stage’s capital-raising activities, changes in share capital and governance documents, and other material agreements, such as share purchase agreements for acquisitions disclosed in Form 6-K. The page also surfaces filings related to the company’s Nasdaq listing status, including documents that describe minimum bid price notifications and compliance updates. Stock Titan’s tools can help summarize and highlight the main points in lengthy filings, making it easier to identify information on registered offerings, corporate actions, and key contractual arrangements without reading every page in detail.
Garden Stage Limited reported strong top-line growth but deeper losses for the first half of fiscal 2026. Revenue jumped to US$3.4 million from US$0.7 million, driven by higher brokerage commissions, introducing and referral income, underwriting and placement fees, and new advisory and investment management mandates. However, expenses rose sharply to US$9.9 million, with particularly large increases in professional fees, technology, and travel and business development.
Net loss nearly doubled to US$6.5 million from US$3.3 million, although loss per share improved to US$0.11 as the share count expanded. The company raised about US$14.8 million from issuing ordinary shares, lifting cash and restricted cash to US$19.0 million as of September 30, 2025. It also agreed to acquire Mental Form (BVI) Limited for US$10.7 million and signed a January 2026 private placement for 47,961,831 Class A shares at US$0.1251 per share, targeting roughly US$6.0 million in gross proceeds. Shareholders approved a move to a dual-class structure with high-vote Class B shares.
Garden Stage Limited entered into a securities purchase agreement for a private placement of 47,961,831 Class A ordinary shares at US$0.1251 per share, for total gross proceeds of US$6 million. The investors have agreed to a 60-day lock-up during which they cannot sell or hedge these shares.
The private placement is expected to close by the end of January 2026, subject to the agreed closing conditions. Garden Stage plans to use the proceeds for general corporate purposes. The shares are being sold to non-U.S. persons under Regulation S, and the company has agreed to file a registration statement on Form F-1 or Form F-3 to register the purchased shares within two months after closing and to seek effectiveness within 45 business days after filing.
Garden Stage Limited entered into share purchase agreements to acquire 10,000 ordinary shares of Mental Form (BVI) Limited for an aggregate purchase price of $10,700,00.00 on November 3, 2025.
The agreements include customary representations, warranties, indemnification, closing conditions and termination provisions. A form of the Securities Purchase Agreement is filed as Exhibit 10.1. This notice is incorporated by reference into Garden Stage’s registration statement and is not an offer to sell or a solicitation to buy securities.
Garden Stage Limited has appointed Raymond Wai Lok Fong as an executive director, effective September 27, 2025, following approval by the Board and its Compensation Committee. Mr. Fong has been a consultant to the company since April 2024 and previously served as a director from August 2022 to March 2024.
He brings more than 24 years of experience in the financial services industry, including participation in over 110 IPO underwriting and placement projects, and holds a Chartered Financial Analyst designation. Under an executive directorship agreement dated September 29, 2025, Mr. Fong will receive an annual Board fee of $96,000, payable quarterly, and a one-time signing bonus of $300,000.
Garden Stage Limited reports the results of its extraordinary general meeting, where shareholders approved several changes to its capital structure and governance documents. About 10,397,499 ordinary shares, representing approximately 14.04% of voting power as of September 2, 2025, were represented by proxy, with each share entitled to one vote.
Shareholders passed resolutions to redesignate authorized share capital into 490,750,000 Class A Ordinary Shares and 9,250,000 Class B Ordinary Shares, adopt a Second Amended and Restated Memorandum and Articles of Association, and authorize administrative updates to company records. They also approved a potential consolidation of Class A Ordinary Shares on a basis ranging from no consolidation to 1-for-250, with the exact ratio to be determined by the board within three years, and allowed the meeting chairperson discretion to adjourn if needed for further proxy solicitation.
The company filed a current report disclosing an opinion from Travers Thorp Alberga, Cayman Islands counsel, on the validity of securities being registered. The filing attaches a Form of Securities Purchase Agreement dated September 12, 2025 between the company and the purchasers identified as Garden Stage Limited. The document is signed by Sze Ho, CHAN in the capacity of Chief Executive Officer with a signature date of September 17, 2025. The disclosure indicates completion of legal steps related to the registration and sale of securities under the agreement.
Garden Stage Limited is offering ordinary shares at a public offering price of $0.034 per share, with gross proceeds before expenses shown as $4,900,000. The prospectus supplement outlines use of proceeds for working capital and general corporate purposes and highlights that the company’s ordinary shares trade on Nasdaq under the symbol GSIW. The document includes definitions, licenses held by operating subsidiaries (I Win Securities and I Win Asset Management), and service descriptions for underwriting, brokerage, advisory and asset management.
The filing discloses historical capital activity and pro forma adjustments including multiple share issuances at various prices and stock-based compensation. Consolidated shareholders’ equity line items shown include additional paid-in capital $15,718,364 (with later pro forma amounts listed) and an accumulated deficit of $8,986,615. Risk and regulatory compliance disclosures note potential adverse regulatory outcomes and customary securities offering terms including warrants, debt and unit descriptions.
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