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to the extent not superseded by documents or reports subsequently filed or furnished.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.
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 |
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 |
|
|
