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 November 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
Entry into a Material Definitive Agreement
On November 3, 2025, Garden
Stage Limited (the “Company”) entered into share purchase agreements (the “Share Purchase Agreements”) with certain
investors named thereto (the “Sellers”), pursuant to which the Company agreed to purchase and acquire, 10,000 ordinary shares
(the “Ordinary Shares”) of Mental Form (BVI) Limited, par value $1.00 per ordinary share (the “Shares”), at an
aggregate purchase price of $10,700,00.00.
The Securities Purchase Agreement
contains customary representations, warranties and agreements by the Company and the Sellers, customary conditions to closing, indemnification
obligations of the Company and the Sellers, other obligations of the parties, and termination provisions.
The foregoing description
of the Securities Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of
the Securities Purchase Agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
This report is incorporated
by reference into the Registration Statement, filed with the Commission, to be a part thereof from the date on which this report is submitted,
to the extent not superseded by documents or reports subsequently filed or furnished.
This report shall not constitute
an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in
any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction.
Forward-Looking Statements:
This Report on Form 6-K
includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally are accompanied by words such as “believe,”
“may,” “will,” “estimate,” “continue,” “anticipate,” “intend,”
“expect,” “should,” “would,” “plan,” “future,” “outlook,” and
similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence
of these words does not mean that a statement is not forward-looking. These forward-looking statements include, but are not limited to,
statements regarding estimates and forecasts of other performance metrics and projections of market opportunity. These statements are
based on various assumptions, whether or not identified in this communication and on the current expectations of the Company’s management
and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not
intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement
of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many
actual events and circumstances are beyond the control of the Company. Some important factors that could cause actual results to differ
materially from those in any forward-looking statements could include changes in domestic and foreign business, market, financial, political
and legal conditions.
If any of these risks
materialize or the Company’s assumptions prove incorrect, actual results could differ materially from the results implied by these
forward-looking statements. There may be additional risks that the Company does not presently know, or that the Company currently believes
are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking
statements reflect the Company’s current expectations, plans and forecasts of future events and views as of the date hereof. Nothing
in this communication should be regarded as a representation by any person that the forward-looking statements set forth herein will be
achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance
on forward-looking statements in this communication, which speak only as of the date they are made and are qualified in their entirety
by reference to the cautionary statements herein and the risk factors of the Company described in the Company’s Form 20-F filed
with the SEC on July 31, 2025, as amended, including those under “Risk Factors” therein. The Company anticipates that subsequent
events and developments will cause its assessments to change. However, while the Company may elect to update these forward-looking statements
at some point in the future, the Company specifically disclaims any obligation to do so, except as required by law. These forward-looking
statements should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this communication.
Accordingly, undue reliance should not be placed upon the forward-looking statements.
Exhibit Index
| Exhibit No. |
|
Description |
| 10.1 |
|
Form of Securities Purchase Agreement, dated November 3, 2025 |
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 |
| |
|
| |
By: |
/s/ Sze Ho, CHAN |
| |
Name: |
Sze Ho, CHAN |
| |
Title: |
Chief Executive Officer |
Date: November 6, 2025
