一盈证券美股招股说明书(2023-12-04版)

2,500,000 Ordinary Shares GARDEN STAGE LIMITED Thisprospectus(the“Public Offering Prospectus”)relates to the initial public offering(the“Offering”) of 2,500,000 ordinary shares, par value US$0.0001 per share (the “Ordinary Shares”) on a“firm commitment” basis of Garden Stage Limited (the “Company” or “Garden Stage”), an exemptedCayman Islands company. We are offering 2,500,000 Ordinary Shares, representing 16.39% of theOrdinary Shares following completion of this Offering. Concurrently, State Wisdom HoldingsLimited, Bliss Tone Limited, and Oriental Moon Tree Limited, three existing shareholders of theCompany (the “Selling Shareholders”), are also offering an additional 1,750,000 Ordinary Shares ofGarden Stage pursuant to a separate Resale Prospectus (the “Resale Offering”), representing 11.48%of the Ordinary Shares following the completion of the Offering. Following the Offering and ResaleOffering,27.87%of the Ordinary Shares will be held by public shareholders,assuming theunderwriters do not exercise the over-allotment option. We will not receive any of the proceeds fromthe sale of our Ordinary Shares by the Selling Shareholders. Prior to this Offering, there has been no public market for our Ordinary Shares. The initial publicoffering price (the “Offering Price”) is $4.00 per Ordinary Share. Our Ordinary Shares have beenapproved for listing on the Nasdaq Capital Market under the symbol “GSIW.” We historically conducted our business through I Win Holdings Limited (“I Win Holdings HK”), acompany incorporated under the laws of Hong Kong, through its subsidiaries, namely, I WinSecurities Limited (“I Win Securities”) and I Win Asset Management Limited (“I Win AssetManagement”), both incorporated in Hong Kong (I Win Securities and I Win Asset Management arecollectively referred as the “Operating Subsidiaries”). The Operating Subsidiaries are corporationslicensed by the Securities and Future Commission of Hong Kong (the “HKSFC”). Since our OperatingSubsidiaries are HKSFC-licensed corporations, pursuant to the rules and regulation governing theHKSFC-licensed corporations, the prior approval from the HKSFC is required in relation to thereorganization of the any HKSFC-licensed corporations and for any of the companies or individuals tobecome the substantial shareholder of the HKSFC-licensed corporations. On January 26, 2023, theapproval from the HKSFC in relation to the Reorganization and the change of substantial shareholderswas obtained on January 26, 2023. In April 2023, we have completed a series of transactionseffectuatingthe Reorganization,as described in“Corporate History and Structure—TheReorganization.” Pursuant to the Reorganization, I Win Holdings HK has become the wholly-ownedsubsidiary of Garden Stage through 17 Uno Limited (“17 Uno BVI”, an intermediate holding companyincorporated under the laws of British Virgin Islands, wholly-owned by Garden Stage). The OperatingSubsidiaries have become the indirect wholly-owned subsidiaries of Garden Stage through 17 UnoBVI and I Win Holding HK. Investing in our Ordinary Shares involves a high degree of risk, including the risk of losing yourentire investment. See “Risk Factors” beginning on page 25 to read about factors you shouldconsider before buying our Ordinary Shares. Garden Stage is an exempted company with limited liability incorporated under the laws of theCayman Islands. Under the rules of the U.S. Securities and Exchange Commission, or the SEC, wecurrently qualify for treatment as a “foreign private issuer.” As a foreign private issuer, we will not berequiredto file periodic reports and financial statements with the Securities and ExchangeCommission, or the SEC, as frequently or as promptly as domestic registrants whose securities areregistered under the Securities Exchange Act of 1934, as amended, or the Exchange Act. We are an “Emerging Growth Company” under applicable U.S. federal securities laws and are,therefore, eligible for reduced public company reporting requirements. Please read “Implications ofBeing an Emerging Growth Company” beginning on page 20 of this prospectus for more information. Any reference to “China” or the “PRC” is to the People’s Republic of China, including Hong Kongand Macau, except that the only time that “China” or the “PRC” does not include Hong Kong orMacau is when we are referencing specific laws and regulations adopted by the PRC. The referencesto “Mainland China” are to the mainland of the People’s Republic of China; excluding Taiwan and thespecial administrative regions of Hong Kong and Macau. “PRC government” or “Chinse government”are to the government of Mainland China for the purposes of this prospectus only. Table of Contents 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 the Operating Subsidiaries, IWin Securi