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].

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].

Registration No. 333-276791 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM F-1 Amendment No. 9 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Plutus Financial Group Limited (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registrant's name into English) 8/F, 80 Gloucester Road Wan Chai, Hong Kong (852) 2968 1192 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) The ...