一盈证券美股招股说明书(2025-09-17版)

Prospectus Supplement(To Prospectus dated March 10, 2025) 144,117,647 Ordinary Shares 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. This is a self-underwritten offering of up to 144,117,647 ordinary shares (the“Ordinary Shares”), par value $0.0001 per Ordinary Share, directly to select investors pursuant to this prospectus and theaccompanying prospectus at an offering price of US$0.034 per Ordinary Share. Our Ordinary Shares are traded on the Nasdaq Capital Market under the symbol “GSIW”. On September 15, 2025, the closing price ofour ordinary shares as reported by the Nasdaq Capital Market was $0.14. During the year immediately prior to the date of thisprospectus supplement, the high and low closing prices were US$7.83 and US$0.10 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 September 15,2025, was approximately $9,015,057.10, which was calculated based on 64,393,265 Ordinary Shares held by non-affiliates and the pershare price of $0.14, which was the closing price of our Ordinary Shares on Nasdaq on September 15, 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 Operating Subsidiaries Operate – The PRC government may intervene or influence the Hong Kongoperations of an offshore holding company, such as ours, at any time. The PRC government may exert more control over offeringsconducted overseas and/or foreign investment in Hong Kong-based issuers. If the PRC government exerts more oversight and controlover offerings that are conducted overseas and/or foreign investment in Hong Kong-based issuers and we were to be subject to suchoversight and control, it may result in a material adverse change to our subsidiaries’ business operations, including our subsidiaries’operations in Hong Kong.” on page S-14 of the accompany prospectus. All of our operations are conducted by the Operating Subsidiaries in Hong Kong. We do not have any operation or maintainoffice or personnel in Mainland China, nor currently do we have, nor intend to have, any contractual arrangements toestablish a variable interest entity (“VIE”) structure with any entity in Mainland China. As advised by our PRC LegalCounsel, Guangdong Wesley Law firm, we and our Operating Subsidiaries’ operations in Hong Kong and our offering ofsecurities in the United States are not subject to the review nor prior approval of the Cyberspace Administration of China (the“CAC”) or the China Securities Regulatory Commission (the “CSRC”). However, we