Garden Stage cleared to issue 49.9M Class A shares

Garden Stage Ltd shareholders approved a large increase in authorized share capital and new governing documents at the August 2026 extraordinary general meeting.

Available on EDGAR 09/08/2026 - 08:01 AM EDT Accepted by SEC EDGAR 09/08/2026 - 08:00 AM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Garden Stage Ltd (GSIW) reported the results of its August 26, 2026 extraordinary general meeting, where shareholders representing approximately 99.84% of voting power were present by proxy. Shareholders approved an increase in authorized share capital from US$50,000 to US$1,000,000, raising authorized Class A ordinary shares from 2,453,750 to 49,953,750 while maintaining 9,250,000 Class B ordinary shares.

They also approved the adoption of a third amended and restated memorandum and articles of association, and authorized the transfer agent, share registrar, and registered office provider to implement the share redesignation and new governing documents. All resolutions passed with over 925 million votes cast in favor and minimal opposition.

Filing Explained

The registration statements now include the EGM results, while this filing discloses no share issuance or sale.

The September 8 Form 6-K incorporates the EGM results by reference into the company’s Form F-3 and Form S-8 registration statements; the disclosed action is incorporation, not an issuance or sale.

This places the reported resolutions in those registration statements, but the filing does not report that shares were offered, issued, or sold.

Key Figures

Shares represented at EGM: 925,014,508 ordinary shares Voting power represented: 99.84% Authorized share capital (before): US$50,000 +5 more

8 metrics

Shares represented at EGM 925,014,508 ordinary shares Represented by proxy at the August 26, 2026 extraordinary general meeting

Voting power represented 99.84% Voting power of ordinary shares as of July 29, 2026 record date at the EGM

Authorized share capital (before) US$50,000 Prior authorized share capital divided into Class A and Class B ordinary shares

Authorized share capital (after) US$1,000,000 New authorized share capital following approval of resolution 1

Authorized Class A shares (before) 2,453,750 Class A ordinary shares Previously authorized at par value of US$0.02 each

Authorized Class A shares (after) 49,953,750 Class A ordinary shares Newly authorized at par value of US$0.02 each

Authorized Class B shares 9,250,000 Class B ordinary shares Authorized at par value of US$0.0001 each, unchanged by the resolution

Votes for capital increase 925,012,143 votes for; 2,340 against; 25 abstain Voting Item 1 at the August 26, 2026 extraordinary general meeting

Key Terms

authorized share capital, Class A ordinary shares, Class B ordinary shares, third amended and restated memorandum and articles of association, +2 more

6 terms

authorized share capital financial

"the authorized share capital of the Company be increased FROM US$50,000"

The maximum number of shares a company is legally allowed to issue according to its governing documents. Think of it as the size of the blank checkbook a company keeps for selling ownership stakes: it sets an upper limit but does not mean all shares are in circulation. Investors care because a larger authorized amount makes it easier for the company to raise money or grant stock-based pay, which can dilute existing holdings and affect control and value per share.

Class A ordinary shares financial

"2,453,750 Class A ordinary shares of a par value of US$0.02 each"

Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.

Class B ordinary shares financial

"9,250,000 Class B ordinary shares of a par value of US$0.0001 each"

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

third amended and restated memorandum and articles of association regulatory

"the adoption of the third amended and restated memorandum and articles of association"

ordinary resolution regulatory

"AN ORDINARY RESOLUTION THAT the authorized share capital of the Company"

An ordinary resolution is a decision made by shareholders at a company meeting that is approved when more than half of the votes cast are in favor. Think of it like a household vote where a majority decides routine matters — it covers everyday corporate actions such as approving directors, routine policy changes, or distributions, and matters to investors because these majority-approved choices shape governance, management authority, and the company’s near-term direction.

special resolution regulatory

"A SPECIAL RESOLUTION THAT subject to and conditional upon the approval"

A special resolution is a formal shareholder vote that requires a higher-than-normal majority—typically around three-quarters—to approve major corporate changes, such as altering the company’s governing rules, selling the business, or winding it up. It matters to investors because it signals decisive, potentially value-altering actions that cannot be passed by a simple majority; think of it as needing extra votes to change the rules of a club, so minority interests are harder to override.

FAQ

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

What did GSIW shareholders approve regarding authorized share capital at the August 2026 EGM?

Shareholders approved increasing authorized share capital from US$50,000 to US$1,000,000, changing Class A ordinary shares from 2,453,750 to 49,953,750 while keeping 9,250,000 Class B ordinary shares, each with its existing par value.

How many Garden Stage Ltd (GSIW) shares were represented at the August 26, 2026 EGM?

A total of 925,014,508 ordinary shares, including Class A and Class B ordinary shares, were represented by proxy, accounting for approximately 99.84% of the company’s ordinary-share voting power as of the July 29, 2026 record date.

What governance document changes did GSIW shareholders approve?

Shareholders approved a special resolution adopting the third amended and restated memorandum and articles of association, replacing the prior second amended and restated memorandum and articles of association in their entirety with immediate effect, conditional on approval of the capital increase resolution.

How did Garden Stage Ltd (GSIW) shareholders vote on the capital increase resolution?

For the capital increase, votes were 925,012,143 for, 2,340 against, and 25 abstaining, indicating overwhelming support for raising the authorized share capital and expanding the Class A ordinary share authorization.

What authorizations related to implementation were approved at the GSIW EGM?

Shareholders approved authorizing (i) the transfer agent and share registrar to update the register of members, and (ii) the registered office provider to make necessary filings in the Cayman Islands to reflect the share redesignation and adoption of the third amended and restated memorandum and articles of association.

Were the EGM resolutions of Garden Stage Ltd (GSIW) incorporated into any registration statements?

The contents of this report are incorporated by reference into Garden Stage Ltd’s Form F-3 registration statement (File No. 333-283618) and its Form S-8 registration statement (File No. 333-287932).

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

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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 2026

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 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 ☐

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Extraordinary General Meeting Results

On August 26, 2026, Garden Stage Limited (the “Company” or “Garden Stage Limited”) held its extraordinary general meeting of shareholders (the “EGM”). At the EGM, a total of 925,014,508 of the Company’s ordinary shares, including Class A ordinary shares Class B ordinary shares (collectively, the “Ordinary Shares”) were represented by proxy, representing approximately 99.84% in voting power of the Company’s Ordinary Shares as of the July 29, 2026, record date. Class A ordinary shares are entitled to 1 vote per share and Class B ordinary shares are entitled to 100 votes per share.

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 August 13, 2026.

Voting Item 1: Increase in Authorized Share Capital

AN ORDINARY RESOLUTION THAT the authorized share capital of the Company be increased FROM US$50,000 divided into (i) 2,453,750 Class A ordinary shares of a par value of US$0.02 each and (ii) 9,250,000 Class B ordinary shares of a par value of US$0.0001 each TO US$1,000,000 divided into (i) 49,953,750 Class A ordinary shares of a par value of US$0.02 each and (ii) 9,250,000 Class B ordinary shares of a par value of US$0.0001 each.

For		Against		Abstain
925,012,143		2,340		25

Voting Item 2: Adoption of third amended and restated memorandum and articles of association

A SPECIAL RESOLUTION THAT subject to and conditional upon the approval for resolutions 1, the adoption of the third amended and restated memorandum and articles of association of the Company (the “Third M&A”), in the form of Exhibit A attached to the proxy statement, in substitution for and to the exclusion of the existing second amended and restated memorandum and articles of association of the Company in its entirety with immediate effect.

For		Against		Abstain
925,012,674		1,809		25

Voting Item 3: Authorization of transfer agent and share registrar and registered office provider

AN ORDINARY RESOLUTION 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 Third M&A.

For		Against		Abstain
925,012,679		1,804		25

Voting Item 4: Adjournment of EGM

AN ORDINARY RESOLUTION THAT the chairperson of the EGM be directed to adjourn the EGM 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 are not sufficient votes to approve the resolutions 1 – 3.

For		Against		Abstain
925,012,674		1,809		25

Incorporation by Reference

The contents of this Report on Form 6-K are hereby incorporated by reference into (i) the Company’s registration statement on Form F-3 (File No. 333-283618) that was initially filed with the SEC on December 5, 2024 and declared effective by the SEC on March 10, 2025, and (ii) the Company’s registration statement on Form S-8 (File No. 333-287932) filed with the SEC on June 11, 2025.

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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
Date: September 8, 2026	By:	/s/ Sze Ho, CHAN
	Name:	Sze Ho, CHAN
	Title:	Chief Executive Officer

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