Core Viewpoint - Garden Stage Limited, a Hong Kong-based financial services provider, announced a share reclassification effective February 12, 2026, on the Nasdaq Capital Market [1]. Group 1: Share Reclassification Details - The authorized share capital will change from US$50,000, consisting of 490,750,000 Class A Shares and 9,250,000 Class B Shares, to a new structure where 9,250,000 Class B Shares will be redesignated as Class B ordinary Shares, and 64,781,655 Ordinary Shares will be redesignated as Class A Ordinary Shares [2]. - Additionally, 425,968,655 authorized but unissued Ordinary Shares will be redesignated as authorized but unissued Class A Ordinary Shares, maintaining all rights and privileges as per the Second Amended and Restated Memorandum of Association [2]. Group 2: Company Operations - Garden Stage Limited operates through two wholly-owned subsidiaries in Hong Kong: I Win Securities Limited, licensed for Type 1 (dealing in securities) activities, and I Win Asset Management Limited, licensed for Type 4 (advising on securities) and Type 9 (asset management) activities under the Securities and Futures Ordinance [4]. - I Win Securities Limited is a participant of the Hong Kong Stock Exchange and holds trading rights, as well as being a participant of the Hong Kong Securities Clearing Company Limited [4].

Group 1 - The core viewpoint of the article highlights the significant increase in the stock price of GSIW, which opened up by 7.69% and reached a trading value of $0.14 per share, with a total market capitalization of $30.54 million as of December 17 [1] - Financial data indicates that as of March 31, 2025, GSIW reported total revenue of $5.4662 million, reflecting a year-on-year growth of 288.1%, while the net profit attributable to shareholders was -$4.3176 million, showing a year-on-year increase of 5.92% [1] - Garden Stage Limited, the parent company registered in the Cayman Islands, operates through its subsidiaries in Hong Kong, providing high-quality brokerage services and establishing long-term partnerships with clients [1] Group 2 - GSIW's brokerage services include opening investment accounts for clients in Hong Kong, facilitating stock trading, assisting with IPO applications, and providing underwriting services for listed companies [1] - The asset management subsidiary, GSIW Asset Management Limited, focuses on high-quality asset management services, including fund management, discretionary portfolio management, and third-party asset management [1]

Group 1 - The core viewpoint of the article highlights the significant increase in the stock price of GSIW, which rose by 5.0% to $0.137 per share, with a total market capitalization of $29.77 million as of December 17 [1] - Financial data indicates that as of March 31, 2025, GSIW reported total revenue of $5.4662 million, reflecting a year-on-year growth of 288.1%, while the net profit attributable to the parent company was -$4.3176 million, showing a year-on-year increase of 5.92% [1] - Garden Stage Limited, the parent company of GSIW, is registered in the Cayman Islands and operates primarily through its subsidiaries in Hong Kong, focusing on providing high-quality brokerage and asset management services [1] Group 2 - GSIW's brokerage services include opening investment securities accounts for clients, facilitating stock trading in Hong Kong, assisting with IPO applications, and providing underwriting services for listed companies [1] - The asset management services offered by GSIW include fund management, discretionary portfolio management, and third-party asset management [1]

Core Insights - I Win Asset Management Limited has entered into a strategic partnership with eBroker Group Limited and Royal Family Office to launch an AI-driven investment fund named "I Win Growth Global Equity (AI-Enabled) Segregated Portfolio" aimed at professional investors [1][2] Group 1: Fund Structure and Management - The fund will be co-managed by I Win Asset Management Limited and Quantsmile (HK) Ltd, structured as a Cayman Islands Segregated Portfolio long/short equity hedge fund [2] - The fund will utilize eBroker Group Limited's proprietary AI system, eBrAIny, to create portfolios focused on low volatility and high Sharpe ratio [2] Group 2: Company Background - Garden Stage Ltd., the parent company of I Win Asset Management, is a Hong Kong-based financial services provider engaged in placing and underwriting services, securities dealing and brokerage services, and asset management services [3]

Group 1 - The top five Chinese concept stocks that experienced the largest declines at closing were: Shangao Life Sciences down 61.73%, Yipin Weike down 31.55%, Yiying Securities down 29.83%, Phoenix Asia down 20.71%, and Mingteng International down 18.1% [1] - Shangao Life Sciences had a latest price of 1.500 with a decline of 2.420 and a trading volume of 154,700 [1] - Yipin Weike's latest price was 0.0753, down 0.0347, with a trading volume of 13,576,300 [1] - Yiying Securities closed at 0.1614, down 0.0686, with a trading volume of 6,469,500 [1] - Phoenix Asia's latest price was 13.320, down 3.480, with a trading volume of 16,680 [1] - Mingteng International had a latest price of 4.480, down 0.990, with a trading volume of 29,100 [1]

Group 1 - The top five Chinese concept stocks that experienced the largest declines in closing prices are ChowChow Cloud Inte, Youjia Insurance, Huize, Yiying Securities, and Mogu [1] - ChowChow Cloud Inte saw a significant drop of 32.59%, closing at 8.500 with a decrease of 4.110 and a trading volume of 2.1174 million [1] - Youjia Insurance declined by 20.65%, closing at 1.960 with a decrease of 0.510 and a trading volume of 0.5839 million [1] - Huize experienced a drop of 20.52%, closing at 3.060 with a decrease of 0.790 and a trading volume of 3.7048 million [1] - Yiying Securities fell by 17.24%, closing at 0.1407 with a decrease of 0.0293 and a trading volume of 0.14904 million [1] - Mogu saw a decline of 16.00%, closing at 4.200 with a decrease of 0.800 and a trading volume of 0.7557 million [1]

Group 1 - The top five gainers among Chinese concept stocks include MOGU with an increase of 84.4%, MSC with 37.39%, GSIW with 36.27%, MGIH with 25.14%, and SXTC with 22.86% [1] - MOGU's latest price is 4.610, with a trading volume of 445 million [1] - MSC's latest price is 4.740, with a trading volume of 3.9594 million [1] - GSIW's latest price is 0.1390, with a trading volume of 4.0412 million [1] - MGIH's latest price is 2.190, with a trading volume of 27.6205 million [1] - SXTC's latest price is 1.720, with a trading volume of 659,900 [1]

Financial Performance - Revenues for the year ended March 31, 2025, were US$5,466,243, a significant increase from US$1,408,469 in 2024 and US$3,259,296 in 2023[552] - The company recorded a net loss of US$4,317,642 for the year ended March 31, 2025, compared to losses of US$4,589,478 in 2024 and US$207,169 in 2023[552] - Total revenues increased by 288.1% from US$1,408,469 for the year ended March 31, 2024 to US$5,466,243 for the year ended March 31, 2025[603] - Net loss for the year ended March 31, 2025 was US$4,317,642, a decrease of 5.9% compared to a net loss of US$4,589,478 for the year ended March 31, 2024[602] - Total revenues decreased significantly by 56.8% from US$3,259,296 for the year ended March 31, 2023 to US$1,408,469 for the year ended March 31, 2024[629] Revenue Sources - Introducing and referral income accounted for 85.6% of total revenues in 2025, up from 18.8% in 2024 and 8.6% in 2023, indicating a strong growth in this segment[576] - Brokerage commissions represented approximately 6.0% of total revenues in 2025, a decrease from 28.3% in 2024 and 27.6% in 2023, reflecting a shift in revenue sources[570] - Due diligence service fees were introduced in 2025, contributing 1.5% to total revenues, while this segment had no contribution in 2024 and 2023[571] - Handling income accounted for 2.3% of total revenues in 2025, down from 9.1% in 2024 and 11.4% in 2023, indicating a decline in this revenue stream[575] - Advisory fees represented only 0.2% of total revenues in 2025, a sharp decline from 29.9% in 2024, highlighting a significant change in the advisory services market[566] - Investment management fee income for 2025 was $60,012, compared to $30,622 in 2023, showing growth in this area despite no revenue in 2024[577] Expenses and Losses - Total expenses for the year ended March 31, 2025, were $9,740,651,000, representing 178.2% of total revenues[588] - Compensation and benefits accounted for 68.0%, 233.3%, and 64.5% of total revenues for the years ended March 31, 2025, 2024, and 2023, respectively[592] - Communications and technology expenses accounted for 33.2%, 31.1%, and 3.6% of total revenues for the years ended March 31, 2025, 2024, and 2023, respectively[591] - Professional fees accounted for 14.1%, 26.8%, and 19.5% of total revenues for the years ended March 31, 2025, 2024, and 2023, respectively[596] - Total expenses increased by 62.8% from US$5,984,588 for the year ended March 31, 2024 to US$9,740,651 for the year ended March 31, 2025[602] Market Conditions - The financial services industry is influenced by economic conditions, trading volume, and regulatory changes, which can materially affect the company's results[553] - The competitive landscape in Hong Kong is intense, with larger competitors posing challenges in brand recognition and service offerings[561] - The ongoing geopolitical tensions, including the Russia-Ukraine conflict and the Israel-Hamas war, have not materially impacted the company's operations as of now[562] - The introduction of tariffs and trade tensions has created uncertainty in international markets, prompting the company to diversify trading strategies[563][564] - The company is focused on monitoring macroeconomic trends and maintaining communication with clients to mitigate potential adverse effects from global trade shifts[564] Compliance and Risk Management - Regulatory compliance is critical, with potential penalties for failing to meet capital requirements, which could adversely affect financial results[558][559] - The allowance for expected credit losses increased from US$7,668 in 2024 to US$105,920 in 2025, indicating a significant rise in anticipated credit risk[672] - The company has not entered into any financial guarantees or derivative contracts that would expose it to additional financial risks[682] Cash and Financing - As of March 31, 2025, the company had US$7,885,624 in cash and restricted cash, with US$7,185,937 held in Hong Kong dollars[655] - Net cash used in operating activities for the year ended March 31, 2024, was US$7,090,770, significantly impacted by advance payments for IT and marketing services[664] - Net cash provided by financing activities for the year ended March 31, 2024 was US$9,693,950, primarily from net proceeds of US$10,133,680 from the IPO, offset by offering costs of US$435,835[667] Customer Concentration - For the year ended March 31, 2025, two counterparties accounted for approximately 54% and 31% of total revenue, indicating significant customer concentration risk[673] - As of March 31, 2025, receivables from three counterparties accounted for approximately 37%, 23%, and 10% of total receivables before allowance for expected credit losses[674]

Core Viewpoint - Garden Stage Limited has entered into a definitive agreement for a registered direct offering of 38,406,345 ordinary shares at a price of $0.11 per share, expected to raise approximately $4.2 million in gross proceeds [1][2]. Group 1: Offering Details - The offering includes the option for pre-funded warrants at the same price, with an exercise price of $0.001 per share [1]. - The transaction is anticipated to close on or about July 25, 2025, pending customary closing conditions [2]. - The offering is conducted under a shelf registration statement previously filed and declared effective by the SEC [3]. Group 2: Company Overview - Garden Stage Limited is a Hong Kong-based financial services provider engaged in placing and underwriting services, securities dealing and brokerage, asset management, and investment advisory services [5]. - The company operates through wholly-owned subsidiaries, including I Win Securities Limited and I Win Asset Management Limited, both licensed for various regulated activities under Hong Kong's SFO [5].

Company Compliance Update - Garden Stage Limited has regained compliance with the minimum closing bid price requirement under Nasdaq Listing Rule 5550(a)(2) as of June 23, 2025 [1][2] - The company had previously received a delinquency notification on December 24, 2024, indicating non-compliance due to a closing bid price below $1.00 per share for 30 consecutive business days [2] Company Overview - Garden Stage Limited is a Hong Kong-based financial services provider engaged in placing and underwriting services, securities dealing and brokerage services, asset management services, and investment advisory services [3] - The company operates through wholly-owned subsidiaries, including I Win Securities Limited and I Win Asset Management Limited, both licensed to conduct various regulated activities under the SFO in Hong Kong [3]