Garden Stage Ltd (GSIW) reported the results of its August 26, 2026 extraordinary general meeting, where shareholders representing approximately 99.84% of voting power were present by proxy. Shareholders approved an increase in authorized share capital from US$50,000 to US$1,000,000, raising authorized Class A ordinary shares from 2,453,750 to 49,953,750 while maintaining 9,250,000 Class B ordinary shares.
They also approved the adoption of a third amended and restated memorandum and articles of association, and authorized the transfer agent, share registrar, and registered office provider to implement the share redesignation and new governing documents. All resolutions passed with over 925 million votes cast in favor and minimal opposition.
Garden Stage Limited (GSIW) is calling a virtual Extraordinary General Meeting on August 26, 2026 to seek shareholder approval for several corporate actions. The main proposal is to increase authorized share capital from US$50,000 (2,453,750 Class A shares at US$0.02 par and 9,250,000 Class B shares at US$0.0001 par) to US$1,000,000 (49,953,750 Class A shares at US$0.02 par and 9,250,000 Class B shares at US$0.0001 par).
Shareholders are also asked to approve a Third Amended and Restated Memorandum and Articles of Association, authorize the transfer agent and registered office provider to update registers and make Cayman filings, and permit adjournment of the EGM if additional proxy solicitation is needed.
As of the July 29, 2026 record date, 1,462,399 Class A shares (one vote per share) and 9,250,000 Class B shares (100 votes per share) were outstanding, and the board unanimously recommends voting in favor of all resolutions.
Garden Stage Limited, a Cayman holding company for Hong Kong-based securities and asset-management businesses, provides its annual report for the year ended March 31, 2026. It had 1,462,399 Class A and 9,250,000 Class B ordinary shares outstanding and completed a one-for-two hundred reverse split of Class A shares effective March 6, 2026.
Operations run mainly through I Win Securities and I Win Asset Management, which are licensed by the Hong Kong Securities and Futures Commission for Type 1, 4 and 9 regulated activities. The group also acquired Mental Form (BVI and HK) for $10,700,000 and formed Shenyang Mental Aether in Mainland China, which had registered capital but no substantive revenue-generating activity as of March 31, 2026.
The company describes regulatory and geopolitical risks, including possible PRC extension of cybersecurity, data and overseas-listing rules to Hong Kong operations, HFCAA-driven trading prohibitions if its Malaysia-based auditor cannot be inspected for two consecutive years, and potential future limits on cross-border cash transfers. No dividends or intercompany cash transfers occurred in fiscal 2024–2026, and the board currently plans to retain earnings rather than pay dividends.
Garden Stage Limited filed a Form 6-K to correct cover-page disclosures in several 2025 prospectus supplements under its Form F-3 shelf. The amendments restate language tied to General Instruction I.B.5 of Form F-3, which limits public primary offerings to no more than one-third of public float when that float is below $75,000,000.
The filing specifies that, for certain prior supplements, Garden Stage sold securities worth $1,489,999.50, $2,480,000, and $6,140,000 pursuant to Instruction I.B.5. It also clarifies that the public float was approximately $112,089,026.85 as of September 15, 2025, based on 64,393,265 ordinary shares held by non-affiliates at a Nasdaq closing price of $1.73 on July 17, 2025. The updated 6-K is incorporated by reference into the company’s effective Form F-3 and its Form S-8.
Garden Stage Limited has regained compliance with the Nasdaq Capital Market’s minimum bid price requirement. Nasdaq notified the company on March 20, 2026 that its Class A ordinary shares had closed at or above $1.00 per share from March 6 to March 19, 2026, and the matter is now closed.
To help restore compliance, Garden Stage effected a 200-for-1 share consolidation of its authorized, issued and outstanding Class A ordinary shares on March 6, 2026. The company had previously received an initial 180-day grace period and a further 180-day extension to meet the bid price rule.
Garden Stage Limited reports that Nasdaq has extended its deadline to regain compliance with the minimum bid price requirement for its Class A ordinary shares. The company now has until September 1, 2026 to lift its share price back to at least $1.00 under Nasdaq Listing Rule 5550(a)(2).
Nasdaq has indicated that failure to meet this requirement by the new deadline could result in delisting of the Class A shares, although the company would be able to appeal to a Hearings Panel. To help address the low share price, a 200‑for‑1 consolidation of Class A shares became effective on March 6, 2026, with the stated goal of restoring compliance with the bid price rule.
Garden Stage Limited closed a private placement of 47,961,831 Class A ordinary shares at US$0.1251 per share, raising gross proceeds of US$6 million. The transaction closed on February 5, 2026, with the shares issued to the participating investors.
The investors agreed to a 60-day lock-up restriction with the company, limiting their ability to sell the new shares during that period. Garden Stage plans to use the proceeds for general corporate purposes. This report is also incorporated by reference into the company’s existing Form F-3 and Form S-8 registration statements.
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.