Business Context and Reporting Period
This Form 6-K is a Current Report filed by Garden Stage Limited for the month of June 2026, dated June 15, 2026. The filing serves solely to correct inadvertent errors on the cover pages of prospectus supplements related to the Company's registration statements on Form F-3 and Form S-8.
Key Financial Metrics
The filing does not provide standard financial performance metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The only financial data disclosed relates to securities sold under General Instruction I.B.5 of Form F-3 and the calculation of public float:
- Securities Sold (12 months prior to April 9, 2025): $1,489,999.50
- Securities Sold (12 months prior to June 18, 2025): $2,480,000
- Securities Sold (12 months prior to July 25, 2025): $6,140,000
- Public Float (as of September 15, 2025): Approximately $112,089,026.85
- Public Float Calculation Basis: 64,393,265 Ordinary Shares held by non-affiliates at a closing price of $1.73 per share (Nasdaq closing price on July 17, 2025).
Material Changes
The filing amends and restates specific paragraphs on the front cover pages of prospectus supplements dated April 9, 2025, June 18, 2025, July 25, 2025, and September 17, 2025. These amendments correct the reported values of securities sold in the preceding 12-month periods and update the public float calculation. Paragraph 4 of the September 17, 2025 supplement was deleted in its entirety.
Guidance, Outlook, and Risks
The filing contains no management commentary, forward-looking guidance, or discussion of risks and contingencies. It strictly addresses the correction of historical data points regarding securities offerings and public float calculations to ensure compliance with General Instruction I.B.5 of Form F-3.
Investor Verification Checklist
- Verify the corrected public float value of approximately $112.1 million as of September 15, 2025.
- Confirm the updated cumulative securities sold figures ($1.49M, $2.48M, and $6.14M) for the respective 12-month periods ending in April, June, and July 2025.
- Review the amended prospectus supplements to ensure the deleted and restated paragraphs are reflected in current offering documents.
- Check the Company's Form F-3 (File No. 333-283618) and Form S-8 (File No. 333-287932) for the incorporation of these corrections.