[6-K] Garden Stage Limited Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Garden Stage Limited has completed a registered direct offering on June 17, 2025, raising approximately $3.58 million in net proceeds. The company sold 6.1 million ordinary shares at $0.60 per share to selected investors through Securities Purchase Agreements.

The offering was conducted under the company's Form F-3 registration statement (File No. 333-283618), which was declared effective by the SEC on March 10, 2025. The net proceeds will be used for working capital and general corporate purposes.

Key details of the transaction:

• Share price: $0.60 per ordinary share
• Total shares issued: 6.1 million
• Net proceeds: $3.58 million after expenses
• Closing date: June 17, 2025

The filing includes standard representations, warranties, and forward-looking statements disclaimers. The transaction was supported by legal opinion from Travers Thorp Alberga, the company's Cayman Islands counsel.

Positive

• Secured $3.58M in net proceeds from registered direct offering to strengthen working capital position

Negative

• Significant dilution with 6.1M new shares issued at a relatively low price of $0.60 per share

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of June 2025

 

Commission File Number: 001-41879

 

GARDEN STAGE LIMITED

(Translation of registrant’s name into English)

 

30th Floor, China Insurance Group Building

141 Des Voeux Road Central

Central, Hong Kong

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

 

Form 20-F ☒     Form 40-F ☐

 

 

 

 

 

 

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

 

June 2025 Registered Direct Offering

 

On June 16, 2025, Garden Stage Limited (the “Company”) entered into securities purchase agreements (the “Securities Purchase Agreements”) with certain investors named thereto (the “Purchasers”), pursuant to which the Company agreed to issue and sell, in a registered direct offering (the “June 2025 Registered Direct Offering”) 6,100,000 ordinary shares (the “Ordinary Shares”) of the Company, par value $0.0001 per share (the “Shares”), at a purchase price of $0.60 per share.

 

The Company’s Registered Direct Offering closed on June 17, 2025. The Company received approximately $3,580,000 net proceeds from the June 2025 Registered Direct Offering, after deducting estimated offering expenses. The Company intends to use the net proceeds from the June 2025 Registered Direct Offering for working capital and general corporate purposes.

 

The Securities Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, other obligations of the parties, and termination provisions.

 

The Shares were offered by the Company pursuant to a registration statement on Form F-3 (File No. 333-283618) (the “Registration Statement”), previously filed and declared effective by the Securities and Exchange Commission (the “Commission”) on March 10, 2025, the base prospectus filed as part of the Registration Statement, and the prospectus supplement dated June 18, 2025 (the “Prospectus Supplement”).

 

This report is incorporated by reference into the Registration Statement, filed with the Commission, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

 

This report shall not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

Forward-Looking Statements:

 

This report contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws. All statements other than statements of historical facts included in this report are forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on the Company’s current beliefs, expectations and assumptions regarding the future of its business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of the Company’s control. The Company’s actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include the risks and uncertainties described in the Company’s annual report on Form 20-F for the year ended December 31, 2024, filed with the Commission on July 31, 2024, and the Company’s other filings with the Commission. The Company undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

 

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Exhibit Index

 

Exhibit No.	 	Description
5.1	 	Opinion of Travers Thorp Alberga, Cayman Islands counsel of Garden Stage Limited, regarding the validity of securities being registered
10.1	 	Form of Securities Purchase Agreement, dated June 16, 2025, by and among the Company and the purchasers thereto

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 	Garden Stage Limited
 	 
 	By:	/s/ Sze Ho, CHAN
 	Name:  	Sze Ho, CHAN
 	Title:	Chief Executive Officer

 

Date: June 23, 2025

 

 

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FAQ

How much did GSIW raise in its June 2025 registered direct offering?

GSIW raised approximately $3,580,000 in net proceeds from its June 2025 registered direct offering, after deducting estimated offering expenses. The company sold 6,100,000 ordinary shares at a purchase price of $0.60 per share.

What is GSIW planning to use the proceeds from its June 2025 offering for?

Garden Stage Limited (GSIW) intends to use the net proceeds from the June 2025 Registered Direct Offering for working capital and general corporate purposes.

When did GSIW complete its June 2025 registered direct offering?

GSIW's Registered Direct Offering closed on June 17, 2025, following the securities purchase agreements that were entered into on June 16, 2025.

What was the share price for GSIW's June 2025 registered direct offering?

GSIW offered its ordinary shares at a purchase price of $0.60 per share in the June 2025 registered direct offering.

Under which registration statement did GSIW conduct its June 2025 offering?

GSIW conducted the offering under registration statement Form F-3 (File No. 333-283618), which was previously filed and declared effective by the SEC on March 10, 2025, along with the base prospectus and prospectus supplement dated June 18, 2025.