一盈证券美股招股说明书(2024-08-28版)

1,750,000 Ordinary Shares to be sold by the Selling Shareholder This prospectus relates to the resale of up to 1,750,000 ordinary shares with US$0.0001 par value pershare (“Ordinary Shares”) of Garden Stage Limited, a Cayman Islands exempted company (“GardenStage” or the “Company”), that may be sold from time to time by Oriental Moon Tree Limited, acompany incorporated under the laws of the British Virgin Islands (the “Selling Shareholder” or“Oriental Moon Tree”). Garden Stage is not selling any Ordinary Shares in this offering, and GardenStage will not receive any proceeds from the sale of the ordinary shares by the Selling Shareholder. The Selling Shareholder may offer, sell or distribute all or a portion of the securities hereby registeredpublicly or through private transactions at prevailing market prices. No underwriter or other personhas been engaged to facilitate the sale of the Ordinary Shares in this offering. The Selling Shareholdermay be deemed underwriters of the Ordinary Shares that it is offering. Garden Stage will bear allcosts, expenses, and fees in connection with the registration of these securities, including with regardto compliance with state securities or “blue sky” laws. The Selling Shareholder will bear allcommissions and discounts, if any, attributable to their sale of Ordinary Shares. See “Plan ofDistribution” beginning on page 100. Our Ordinary Shares trade on the Nasdaq Stock Market under the symbol “GSIW.” On August 23,2024, the closing price of our Ordinary Shares was US$7.39 per share. Garden Stage Limited is not a PRC or Hong Kong operating company, but a holding companyincorporated in the Cayman Islands. As a holding company with no material operations, GardenStage Limited conducts all of its operations in Hong Kong through I Win Securities Limited (“IWin Securities”) and I Win Asset Management Limited (“I Win Asset Management”), bothincorporated in Hong Kong (I Win Securities and I Win Asset Management are collectivelyreferred as the “Operating Subsidiaries”). The Ordinary Shares offered in this offering areshares of Garden Stage Limited, the Cayman Islands holding company, instead of shares of theOperating Subsidiaries. Investors in this Offering will not directly hold equity interests in theOperating Subsidiaries. This structure involves unique risks to the investors, and the PRCregulatory authorities could disallow this structure, which would likely result in a materialchange in Garden Stage’s operations and/or a material change in the value of our OrdinaryShares, including that such event could cause the value of such securities to significantly declineor become worthless. All of our operations are conducted by the Operating Subsidiaries in Hong Kong. We aresubject to certain legal and operational risks associated with our Operating Subsidiaries beingbased in Hong Kong, having all of its operations to date in Hong Kong and having clients whoare Mainland China individuals or companies that have shareholders or directors that areMainland China individuals. We are also subject to the risks of uncertainty about any futureactions the PRC government or authorities in Hong Kong may take in this regard. Should thePRC government choose to exercise significant oversight and discretion over the conduct of ourbusiness, or in the event that we or the Operating Subsidiaries were to become subject to PRClaws and regulations, we could incur material costs to ensure compliance, and we or theOperatingSubsidiaries might be subject to fines,experience devaluation of securities ordelisting, no longer be permitted to conduct offerings to foreign investors, and/or no longer bepermitted to continue business operations as presently conducted. The legal and operational risks associated in operating in the PRC also apply to our OperatingSubsidiaries’ operations in Hong Kong, and we face the risks and uncertainties associated withthe complex and evolving PRC laws and regulations and as to whether and how the recent PRCgovernmentstatements and regulatory developments,such as those relating to data andcyberspacesecurity,and anti-monopoly concerns,would be applicable to the OperatingSubsidiaries and us, given the substantial operations of the Operating Subsidiaries in HongKong and the possibilities that Chinese government may exercise significant oversight over theconduct of business in Hong Kong. New regulatory actions related to data security or anti-monopoly concerns in Table of Contents Hong Kong may be taken in the future, and such regulatory actions may also impact our abilityto conduct our business, accept foreign investments, or list on a U.S. or foreign stock exchange.In addition, the legal and operational risks associated with having operations in mainland Chinaalso apply to our presence in Hong Kong. While Hong Kong currently operates under adifferent set of laws from mainland China, there can be no assurance as to whether thegovernment of Hong Kong will enact laws and regulations