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
Annual General Meeting Results
On September 18, 2025, Garden Stage Limited
(the “Company” or “Garden Stage Limited”) held its extraordinary general meeting of shareholders (the
“EGM”). At the EGM, a total of 10,397,499 of the Company’s ordinary shares (the “Ordinary Shares”)
were represented by proxy, representing approximately 14.04% in voting power of the Company’s Ordinary Shares as of the
September 2, 2025, record date. Each Ordinary Share is entitled to one vote.
The following are the voting results for the voting
items considered and voted upon at the EGM, each as described in the convocation notice and explanatory notes thereto made available to
shareholders on September 9, 2025.
Voting Item 1: Proposal as an ordinary resolution to redesignate
the authorized share capital of the Company, as set forth below:
That, Company’s authorized share capital be redesignated by taking
the following steps, such that the authorized share capital of the Company be changed FROM US$50,000 divided into 500,000,000 shares of
par value US$0.0001 each (the “Ordinary Shares”) TO US$50,000 divided into (i) 490,750,000 Class A Shares of a par value
of US$0.0001 each (the “Class A Ordinary Shares”) and (ii) 9,250,000 Class B Shares of a par value of US$0.0001 each (the “Class
B Ordinary Shares”):
| (a) | 9,250,000 issued and outstanding Ordinary Shares held by
Oriental Moon Tree Limited will be redesignated as issued and outstanding Class B Ordinary Shares on a one for one basis with the rights
as set out in the Second M&A (as defined below); |
| (b) | 64,781,345 issued and outstanding Ordinary Shares of the
Company will be redesignated as issued and outstanding Class A Ordinary Shares on a one for one basis with the rights as set out in the
Second M&A; and |
| (c) | 425,968,655 authorized but unissued Ordinary Shares of the
Company will be redesignated as authorized but unissued Class A Ordinary Shares on a one for one basis with the rights as set out in
the Second M&A (the “Share Redesignation”). |
| For |
|
Against |
|
Abstain |
| 9,868,973 |
|
524,653 |
|
3,873 |
Voting Item 2: Proposal as a special resolution to replace the
Company’s Memorandum and Articles of Association with the Second Amended and Restated Memorandum and Articles of Association, as
set forth below:
That, the second amended and restated memorandum and articles of association
of the Company be adopted as the memorandum and articles of association of the Company (the “Second M&A”), in substitution
for and to the exclusion of the existing amended and restated memorandum and articles of association of the Company in its entirety with
immediate effect.
| For |
|
Against |
|
Abstain |
| 9,863,497 |
|
511,632 |
|
22,370 |
Voting Item 3: Proposal as an ordinary resolution of the Company’s
transfer agent and share registrar to update the register of members of the Company and the registered office provider to make such filings
with the Registrar of Companies in the Cayman Islands, as set forth below:
That, (i) the transfer agent and share registrar of the Company be
authorized to update the register of members of the Company, and (ii) the registered office provider be authorized to make such filings
with the Registrar of Companies in the Cayman Islands as may be necessary to reflect the Share Redesignation and the adoption of the Second
M&A.
| For |
|
Against |
|
Abstain |
| 9,866,521 |
|
490,691 |
|
40,287 |
Voting Item 4: Proposal as a special resolution for the consolidation
of the Company’s Class A Ordinary Shares, on a basis ranging from no consolidation to a consolidation of 1-to-250, with the exact
amount to be determined by the Board of Directors within three years of the annual meeting, as set forth below:
That:
| (a) | the Company consolidate each of its existing issued and outstanding
and authorized and unissued Class A Ordinary Shares, with a par value of US$0.0001 each (the “Class A Ordinary Shares”),
on a basis ranging from no consolidation to a consolidation of 1:250 (the “Share Consolidation”), with the exact amount
within that range to be determined by the Board of Directors of the Company within three years of the date of the Meeting; and |
| (b) | the shareholders hereby waive their rights to any fraction
of a share resulting from the Share Consolidation, and authorize such fractions to be cancelled and returned to the pool of authorized
but unissued shares in the capital of the Company. |
| For |
|
Against |
|
Abstain |
| 9,856,748 |
|
531,127 |
|
9,624 |
Voting Item 5: Proposal as an ordinary resolution to allow for
the chairperson of the Meeting to adjourn the Meeting to a later date or dates, if necessary, to permit further solicitation and vote
of proxies if, based upon the tabulated vote at the time of the meeting, there were not sufficient votes to approve resolutions 1-4 above.
| For |
|
Against |
|
Abstain |
| 9,840,147 |
|
530,419 |
|
26,933 |
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.
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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|
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By: |
/s/ Sze Ho, CHAN |
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Name: |
Sze Ho, CHAN |
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Title: |
Chief Executive Officer |
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|
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| Date: September 22, 2025 |
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