Garden Stage (GSIW) wins Nasdaq bid-price extension and enacts 200-for-1 share consolidation

Rhea-AI Filing Summary

Garden Stage Limited reports that Nasdaq has extended its deadline to regain compliance with the minimum bid price requirement for its Class A ordinary shares. The company now has until September 1, 2026 to lift its share price back to at least $1.00 under Nasdaq Listing Rule 5550(a)(2).

Nasdaq has indicated that failure to meet this requirement by the new deadline could result in delisting of the Class A shares, although the company would be able to appeal to a Hearings Panel. To help address the low share price, a 200‑for‑1 consolidation of Class A shares became effective on March 6, 2026, with the stated goal of restoring compliance with the bid price rule.

Positive

• None.

Negative

• Ongoing Nasdaq delisting risk: If Garden Stage Limited’s Class A shares do not meet Nasdaq’s $1.00 minimum bid price requirement by September 1, 2026, Nasdaq staff may move to delist the shares, with only an appeal process remaining.

Insights

Equity markets and listing standards analyst

Nasdaq extends Garden Stage’s bid-price deadline; reverse split aims to restore compliance.

Garden Stage Limited has secured an additional period until September 1, 2026 to meet Nasdaq’s minimum bid price of $1.00 per Class A share. This avoids immediate delisting but keeps the company under ongoing listing pressure.

The company implemented a 200‑for‑1 consolidation of Class A shares effective March 6, 2026, explicitly to help satisfy the bid price rule. Such consolidations mechanically raise the per‑share price but do not change underlying market value; longer-term compliance will depend on how the market values the business.

If the shares remain below the required level by September 1, 2026, Nasdaq staff may move to delist, with an appeal process available. Subsequent company filings may clarify whether the consolidation successfully restores sustained bid-price compliance.

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 March 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 ☐

Extension of compliance period with respect to bid price deficiency

As previously disclosed on September 5, 2025, Garden Stage Limited (the “Company”) had received a notice dated September 5, 2025 from the Listings Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the minimum bid price per Class A ordinary share of the Company (the “Class A Shares”) was below $1.00 for a period of 30 consecutive business days and the Company did not meet the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Rule”). Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company had a compliance period of one hundred and eighty (180) calendar days, or until March 4, 2026 (the “Initial Compliance Period”), to regain compliance with the Minimum Bid Pirce Rule. 

A second notice dated March 5, 2026 was issued by Nasdaq, notifying the Company that the Company’s Class A Shares did not regain compliance with the Minimum Bid Pric Rule by the end of the Initial Compliance Period and the Company is eligible for an additional one hundred and eighty (180) calendar days, or until September 1, 2026, to regain compliance. If compliance cannot be demonstrated by the Company by September 1, 2026, the Nasdaq staff has informed the Company that it will provide written notification that the Company’s Class A Shares will be delisted. At that time, the Company may appeal the staff’s determination to a Hearings Panel.

On March 6, 2026, the share consolidation of Class A Shares was effective, pursuant to which the authorised, issued and outstanding Class A were consolidated at 200 for 1 ratio. The objective of the share consolidation is to enable the Company to regain compliance with the Minimum Bid Price Rule.

Forward-Looking Statements

Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can find many (but not all) of these statements by the use of words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or other similar expressions in this prospectus. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and other filings with the U.S. Securities and Exchange Commission.

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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: March 9, 2026	By:	/s/ Sze Ho, CHAN
	Name:	Sze Ho, CHAN
	Title:	Chief Executive Officer

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FAQ

What Nasdaq issue does Garden Stage Limited (GSIW) report in this 6-K?

Garden Stage Limited reports it remains out of compliance with Nasdaq’s minimum $1.00 bid price rule for its Class A shares. Nasdaq granted more time to regain compliance, instead of immediately starting delisting, but the company still faces a clear deadline to resolve the deficiency.

How long does Garden Stage Limited (GSIW) have to regain Nasdaq bid price compliance?

Garden Stage Limited has until September 1, 2026 to regain compliance with Nasdaq’s minimum $1.00 bid price requirement. This follows an initial 180-day period that ended March 4, 2026, during which the company’s Class A shares did not meet the required bid level.

What happens if Garden Stage Limited (GSIW) fails to comply with Nasdaq’s bid price rule?

If Garden Stage Limited cannot demonstrate compliance with Nasdaq’s minimum bid price rule by September 1, 2026, Nasdaq staff has indicated it will issue written notice to delist the Class A shares. The company would then have the opportunity to appeal this determination to a Hearings Panel.

What corporate action did Garden Stage Limited (GSIW) take to address its low share price?

On March 6, 2026, Garden Stage Limited implemented a 200-for-1 consolidation of its Class A ordinary shares. This reverse split reduces the number of shares while increasing the price per share, with the stated objective of helping the company regain compliance with Nasdaq’s minimum bid price rule.

Does the Garden Stage Limited (GSIW) filing include forward-looking statements?

Yes. The filing states that it contains forward-looking statements about Garden Stage Limited’s expectations and projections. It cautions that actual results may differ materially and refers investors to the company’s registration statement and other U.S. SEC filings for additional risk factors and details.