一盈证券美股招股说明书(2025-07-25版)

35,553,820 Ordinary SharesPre-Funded Warrants to purchase up to 2,862,525 Ordinary Shares2,862,525 Ordinary Shares Issuable upon Pre-Funded Warrants Garden Stage Limited This is an offering of the securities of Garden Stage Limited (the “Company”, “we”, “our”, “us”, “Garden Stage Limited”), a CaymanIslands exempted company with limited liability, of up to (i) 35,553,820 ordinary shares (the “Ordinary Shares”), par value $ 0.0001per Ordinary Share and (ii) 2,862,525 pre-funded warrants (“Pre-Funded Warrants”) to purchase Ordinary Shares (the “Pre-FundedWarrant Shares”) issuable upon exercise of pre-funded warrants, directly to select investors pursuant to this prospectus and theaccompanying prospectus at an offering price of US$0.11 per Ordinary Share. Each Pre-Funded Warrant is exercisable for one share of Common Stock for $0.0001 immediately upon issuance until all of the Pre-Funded Warrants are exercised in full. The number of Pre-Funded Warrant Shares are subject to adjustments for stock splits,recapitalizations, and reorganizations.There is no established public trading market for the Pre-Funded Warrants, and we do not expecta market to develop. We do not intend to list the Pre-Funded Warrants on The Nasdaq Capital Market or on any other nationalsecurities exchange. A holder of Pre-Funded Warrants will not have the right to exercise any portion of its Pre-Funded Warrants if the holder, together withits affiliates, would beneficially own in excess of 9.99% of the number of Class A Ordinary Shares outstanding immediately aftergiving effect to such exercise. Each Pre-Funded Warrant will be exercisable for one Ordinary Share. The exercise price of each Pre-Funded Warrant is equal to $0.0001 per share. The Pre-Funded Warrants will be immediately exercisable (subject to the beneficialownership cap) and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. Our Ordinary Shares are traded on the Nasdaq Capital Market under the symbol “GSIW”. On July 24, 2025, the closing price of ourordinary shares as reported by the Nasdaq Capital Market was $0.11. During the year immediately prior to the date of this prospectussupplement, the high and low closing prices were US$12.30 and US$0.38 per ordinary share, respectively. We have recentlyexperienced price volatility in our stock. See related risk factors in our most recent annual report on Form 20-F. The aggregate market value of our outstanding ordinary shares held by non-affiliates or public float, as of the date of June 17, 2025,was approximately $29,432,641.60, which was calculated based on 19,886,920 Ordinary Shares held by non-affiliates and the pershare price of $1.48, which was the closing price of our Ordinary Shares on Nasdaq on June 17, 2025. Pursuant to General Instruction I.B.5. of Form F-3, in no event will we sell the securities covered hereby in a public primary offeringwith a value exceeding more than one-third of the aggregate market value of our Ordinary Shares in any 12-month period so long asthe aggregate market value of our voting and non-voting common equity held by non-affiliates remains below $75,000,000. During the12 calendar months prior to and including the date of this prospectus supplement, we have not offered or sold any securities pursuantto General Instruction I.B.5 of Form F-3. Investing in our securities being offered pursuant to this prospectus supplement involves a high degree of risk. You shouldcarefully read and consider the “Risk Factors” section of this prospectus supplement,and risk factors set forth in our mostrecent annual report on Form 20-F, in other reports incorporated herein by reference,and in the prospectus before you makeyour investment decision. We are not a PRC or Hong Kong operating company, but a holding company incorporated in the Cayman Islands. As aholding company with no material operations, we conduct all of its operations in Hong Kong through I Win Securities Limited(“I Win Securities”) and I Win Asset Management Limited (“I Win Asset Management”), both incorporated in Hong Kong (IWin Securities and I Win Asset Management are collectively referred as the “Operating Subsidiaries”). The Ordinary Sharesoffered in this prospectus are shares of Garden Stage Limited, our Cayman Islands holding company, instead of shares of theOperating Subsidiaries. As such, our corporate structure involves unique risks to investors. Investors of our Ordinary Sharesdo not directly own any equity interests in our Operating Subsidiaries, but will instead own shares of a Cayman Islandsholding company. The PRC regulatory authorities could disallow this structure, which would likely result in a material changein our operations and/or a material change in the value of our securities, including that such event could cause the value ofsuch securities to significantly decline or become worthless.For details, see “Risk Factors — Risks Related to Doing Business inthe Jurisdictions in which the Opera