Garden Stage Ltd files Cayman counsel opinion and SPA (Sep 2025)

The company filed a current report disclosing an opinion from Travers Thorp Alberga, Cayman Islands counsel, on the validity of securities being registered.

Rhea-AI Filing Summary

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.

Positive

• Legal opinion from Travers Thorp Alberga on the validity of securities being registered
• Attached Form of Securities Purchase Agreement dated September 12, 2025
• Executed signature by Sze Ho, CHAN, Chief Executive Officer on September 17, 2025

Negative

• None.

Insights

Corporate Counsel

Legal sign-off supports registration and enforceability.

The filing includes a formal legal opinion from Travers Thorp Alberga addressing the validity of the securities being registered, which is typically required for cross-jurisdictional offerings to reassure underwriters and registrars.

This opinion, together with the attached Form of Securities Purchase Agreement dated September 12, 2025, suggests the company has completed key legal documentation needed to effect the securities issuance.

Transactions Analyst

Documented agreement and CEO signature indicate deal execution.

The filing lists a Securities Purchase Agreement (9/12/2025) and a CEO signature dated September 17, 2025, showing the company and Garden Stage Limited recorded the transaction steps.

For investors, these items signal that the issuance process is proceeding with formal counsel review and an executed purchase agreement.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Garden Stage Ltd (GSIW) file in this 6-K?

The filing includes an opinion of Travers Thorp Alberga on the validity of securities being registered and attaches a Form of Securities Purchase Agreement dated September 12, 2025.

Who signed the document on behalf of Garden Stage Ltd (GSIW)?

Sze Ho, CHAN signed as Chief Executive Officer with a signature date of September 17, 2025.

What is the date of the Securities Purchase Agreement referenced in the filing?

The attached Form of Securities Purchase Agreement is dated September 12, 2025.

Does the filing state the content of the Cayman counsel opinion?

The filing identifies the opinion as being on the validity of the securities being registered; no further opinion text or conclusions are included in the provided content.

Is there evidence the securities registration process has advanced?

Yes. The filing shows a legal opinion on validity and an executed Securities Purchase Agreement, indicating formal legal and transactional steps have been taken.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 09/17/2025 - 04:05 PM Learn about SEC filing dates

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 September 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

September 2025 Registered Direct Offering

On September 12, 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 “September 2025 Registered Direct Offering”) 144,117,647 ordinary shares (the “Ordinary Shares”) of the Company, par value $0.0001 per share (the “Shares”), at a purchase price of $0.034 per share.

The Company’s Registered Direct Offering closed on September 15, 2025. The Company received approximately $4,900,000 net proceeds from the September 2025 Registered Direct Offering, after deducting estimated offering expenses. The Company intends to use the net proceeds from the September 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 September 15, 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 September 12, 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: September 17, 2025

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