Garden Stage (GSIW) clarifies F-3 public float limits and sales
Rhea-AI Filing Summary
Garden Stage Limited filed a Form 6-K to correct cover-page disclosures in several 2025 prospectus supplements under its Form F-3 shelf. The amendments restate language tied to General Instruction I.B.5 of Form F-3, which limits public primary offerings to no more than one-third of public float when that float is below $75,000,000.
The filing specifies that, for certain prior supplements, Garden Stage sold securities worth $1,489,999.50, $2,480,000, and $6,140,000 pursuant to Instruction I.B.5. It also clarifies that the public float was approximately $112,089,026.85 as of September 15, 2025, based on 64,393,265 ordinary shares held by non-affiliates at a Nasdaq closing price of $1.73 on July 17, 2025. The updated 6-K is incorporated by reference into the company’s effective Form F-3 and its Form S-8.
Positive
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Key Figures
I.B.5 12-month sales (April 9, 2025 supplement): $1,489,999.50 securities
I.B.5 12-month sales (June 18, 2025 supplement): $2,480,000 securities
I.B.5 12-month sales (July 25, 2025 supplement): $6,140,000 securities
+4 more
7 metrics
I.B.5 12-month sales (April 9, 2025 supplement)
$1,489,999.50 securities
Sold during 12 months prior to April 9, 2025 pursuant to I.B.5
I.B.5 12-month sales (June 18, 2025 supplement)
$2,480,000 securities
Sold during 12 months prior to June 18, 2025 pursuant to I.B.5
I.B.5 12-month sales (July 25, 2025 supplement)
$6,140,000 securities
Sold during 12 months prior to July 25, 2025 pursuant to I.B.5
Public float
$112,089,026.85
Aggregate market value of non-affiliate ordinary shares as of September 15, 2025
Non-affiliate shares
64,393,265 shares
Ordinary shares held by non-affiliates used to calculate float
Share price for float calc
$1.73 per share
Nasdaq closing price on July 17, 2025
I.B.5 float threshold
$75,000,000
Maximum public float for one-third offering cap to apply
Key Terms
General Instruction I.B.5. of Form F-3, public primary offering, aggregate market value, public float, +2 more
6 terms
General Instruction I.B.5. of Form F-3 regulatory
"Pursuant to General Instruction I.B.5. of Form F-3, in no event will we sell the securities covered hereby..."
public primary offering financial
"sell the securities covered hereby in a public primary offering with a value exceeding more than one-third..."
aggregate market value financial
"one-third of the aggregate market value of our Ordinary Shares in any 12-month period..."
Aggregate market value is the combined price you would pay to buy all outstanding shares of a company or all companies in a group at current market prices — essentially the sum of each stock’s market capitalization. It matters to investors because it shows the overall size and weight of an investment or sector (like the total cost to buy every piece of a puzzle), helps compare scale across companies or markets, and influences index composition and risk exposure.
public float financial
"The aggregate market value of our outstanding Ordinary Shares held by non-affiliates or public float..."
Public float is the total number of a company's shares that are available for trading by the general public. It excludes shares held by company insiders or large stakeholders who are unlikely to sell them easily. This figure helps investors understand how much of the company's stock is actively available, which can influence its liquidity and how easily its price might change.
registration statement on Form F-3 regulatory
"registration statement on Form F-3 (File No. 333-283618) of Garden Stage Limited..."
A registration statement on Form F-3 is a streamlined filing used by eligible foreign companies to register securities for sale in the U.S., often as a “shelf” that lets them offer shares quickly when market conditions are right. For investors it matters because it signals that the company can raise capital on short notice—potentially increasing liquidity but also the risk of share dilution if new stock is issued—similar to a company keeping a pre-approved credit line ready to use.
registration statement on Form S-8 regulatory
"the Company’s registration statement on Form S-8 (File No. 333-287932) filed with the SEC..."
A registration statement on Form S-8 is the U.S. Securities and Exchange Commission filing companies use to register shares they intend to grant to employees, directors, consultants or benefit plans under stock compensation programs. It matters to investors because it signals potential issuance of new shares tied to pay and incentives, which can increase the total shares outstanding — like adding more slices to a pie — reducing each existing share’s ownership and potentially affecting earnings per share and stock value.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What does Garden Stage Limited (GSIW) report in this Form 6-K?
Garden Stage Limited files a Form 6-K to correct cover-page disclosures in several 2025 prospectus supplements. The amendments clarify limits under General Instruction I.B.5 of Form F-3 and restate amounts previously sold under that instruction.
How much has Garden Stage (GSIW) sold under Form F-3 General Instruction I.B.5?
The filing states Garden Stage sold securities worth $1,489,999.50, $2,480,000, and $6,140,000 under General Instruction I.B.5. These figures relate to specific 2025 prospectus supplements and help quantify issuance activity under the F-3 shelf.
What public float does Garden Stage (GSIW) disclose in the 6-K?
Garden Stage reports public float of approximately $112,089,026.85 as of September 15, 2025. This was calculated from 64,393,265 ordinary shares held by non-affiliates and a Nasdaq closing price of $1.73 on July 17, 2025.
How does General Instruction I.B.5 affect Garden Stage’s offerings?
Under General Instruction I.B.5 of Form F-3, Garden Stage states it will not sell securities in a public primary offering exceeding one-third of its ordinary share public float in any 12-month period while float remains under $75,000,000. This language is now clarified in the supplements.
Which registration statements incorporate this Garden Stage (GSIW) 6-K?
The Form 6-K is incorporated by reference into Garden Stage’s Form F-3 registration statement (File No. 333-283618), declared effective on March 10, 2025, and its Form S-8 registration statement (File No. 333-287932) filed on June 11, 2025.
Does this Garden Stage (GSIW) 6-K change other prospectus supplement terms?
The company states that, except for the specifically amended and restated paragraphs on the prospectus supplement cover pages, all other information in the relevant prospectus supplements remains unchanged. The 6-K focuses on clarifying cover-page disclosure language only.