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 October 2026
Commission File Number: 001-41879
GARDEN STAGE LIMITED
30th Floor, China Insurance Group Building
141 Des Voeux Road Central
Central, Hong Kong
(Address of principal executive office)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form
40-F ☐
Resignation and Appointment of Directors
On September 22, 2026, Mr. Sheung Chi Steven,
WU, an independent director of GARDEN STAGE LIMITED (the “Company”), notified the Company of his resignation as an independent
director of the Board of Directors of the Company (“Board”), effective September 22, 2026. On October 1, 2026, Mr. Kevin Guan,
an independent director of the Company, notified the Company of his resignation as an independent director of the Board, effective October
1, 2026.
On October 1, 2026, the Board passed a resolution
to accept the resignations of Mr. Sheung Chi Steven, WU, and Mr. Kevin Guan. The Board also passed a resolution to appoint Mr. Ong Chor
Wei Alan and Mr. Cheung Yick Hung Jackie as directors to fill the vacancies resulting from the resignations of Mr. Sheung Chi Steven,
WU and Mr. Kevin Guan. Following the appointments, Mr. Ong Chor Wei Alan and Mr. Cheung Yick Hung Jackie are now directors of the Board.
Additionally, Mr. Ong Chor Wei Alan was appointed as the Chair of Audit Committee and a member of the Nominating Committee and Compensation
Committee, and Mr. Cheung Yick Hung Jackie was appointed as the Chair of Nominating Committee and a member of the Audit Committee and
Compensation Committee.
In connection with the appointments of Mr. Ong
Chor Wei Alan and Mr. Cheung Yick Hung Jackie, the Company has entered into an offer letter with each of them, under which they are each
entitled to receive an annual cash compensation of $18,000, payable quarterly. In addition, the Company has also entered into an indemnity
agreement with each of Mr. Ong Chor Wei Alan and Mr. Cheung Yick Hung Jackie.
The following is the biographical information
of each of Mr. Ong Chor Wei Alan and Mr. Cheung Yick Hung Jackie.
Mr. Ong Chor Wei Alan has more than 30 years’
experience in the finance industry, and has also held multiple leadership roles across his career. He currently holds the positions of
executive director in Net Pacific Financial Holdings Limited, a position he has held since 2010, and in GBA Holdings Limited, a position
he has held since 2022. Additionally, he also serves as (i) non-executive director of Joyas International Holdings Limited, a position
he has held since 2007, (ii) independent non-executive director of Denox Environmental & Technology Holdings Limited, a position he
has held since 2015, and (iii) independent non-executive director of Zhong Jia Guo Xin Holdings Company Limited, a position he has held
since 2025. Mr. Ong graduated with a Master Degree in Business Administration jointly awarded by the University of Wales and University
of Manchester in 2000, and from the London School of Economics and Political Science with a Bachelor of Laws degree in 1990. Additionally,
Mr. Ong was admitted as an associate member of the Institute of Chartered Accountants of England and Wales in 1993.
Mr. Cheung Yick Hung Jackie has more than 10 years’
experience in the insurance industry, after having practiced as a lawyer prior to that. He has held the position of manager with AIA International
Ltd. since 2015, where he has assisted numerous clients with their insurance needs. Since 2015, he has also served as independent director
of Unity Group Holdings International Ltd (HKEX:1539), a company listed on the Hong Kong Stock Exchange. Mr. Cheung graduated from the
City University of Hong Kong in 1993 with a Bachelor of Laws and Postgraduate Certificate of Laws.
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.
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GARDEN STAGE LIMITED |
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| Date: October 7, 2026 |
By: |
/s/ Sze Ho, CHAN |
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Name: |
Sze Ho, CHAN |
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Title: |
Chief Executive Officer |