As filed with the
U.S. Securities and Exchange Commission on March 3, 2025
Registration No. 333-283618
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
AMENDMENT NO.2
TO
FORM F-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Garden Stage Limited
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
6199 |
|
Not Applicable |
| (State or other jurisdiction of |
|
(Primary Standard Industrial |
|
(I.R.S. Employer |
| incorporation or organization) |
|
Classification Code Number) |
|
Identification No.) |
30th Floor, China Insurance Group Building
141 Des Voeux Road Central
Central, Hong Kong
Tel: +852 2688 6333
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
(Name, address including zip code, and telephone
number, including area code, of agent for service)
Copies to:
William S. Rosenstadt, Esq.
Mengyi “Jason” Ye, Esq.
Ortoli Rosenstadt LLP
366 Madison Avenue, 3rd Floor
New York, NY 10017
+1-212-588-0022 – telephone
Approximate date of commencement of proposed sale
to the public: From time to time after the effective date of this registration statement as determined by the registrant.
If the only securities being registered on this
Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐
If any of the securities being registered on this
Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.
☒
If this Form is filed to register additional securities
for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed
pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant
to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant
to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment filed
pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment to
a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☒
If an emerging growth company that prepares its
financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities
Act. ☐
| † | The
term “new or revised financial accounting standard” refers to any update issued
by the Financial Accounting Standards Board to its Accounting Standards Codification after
April 5, 2012. |
The Registrant hereby amends this registration
statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which
specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities
Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.
Explanatory Note
The sole purpose of this amendment is to add
a footnote to Exhibit 25.1 and 25.2 to the registration statement to clarify that such exhibit will be filed separately on an electronic
basis on Form T-1 in accordance with Section 305(b)(2) of the Trust Indenture Act. No other changes have been made to the registration
statement. Accordingly, this amendment consists only of the face page, this explanatory note and Part II of the registration statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 8. Indemnification of Directors and Officers
Cayman Islands law does not limit the extent to
which a company’s amended and restated memorandum and articles of association may provide for indemnification of officers and directors,
except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification
against civil fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association provide
for indemnification of officers and directors for losses, damages, costs and expenses incurred in their capacities as such unless such
losses or damages arise from their own willful neglect or default.
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing provisions, we have
been informed that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is
therefore unenforceable as a matter of United States law.
Any underwriting agreement entered into in connection
with an offering of securities will also provide for indemnification of us and our officers and directors in certain cases.
Item 9. Exhibits
The following exhibits are attached hereto:
| * | To be filed, if necessary, after
effectiveness of this registration statement by an amendment to the registration statement or incorporated by reference to a Current
Report on Form 6-K filed in connection with an underwritten offering of the shares offered hereunder. |
| *** | Such exhibit will be filed separately on an electronic
basis on Form T-1 in accordance with Section 305(b)(2) of the Trust Indenture Act. |
Item 10. Undertakings
The undersigned Registrant hereby undertakes:
| (1) | to file an application
for the purpose of determining the eligibility of the trustee to act under subsection (a)
of section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed
by the Commission under section 305(b)(2) of the Act. |
| (2) | To
file, during any period in which offers or sales of securities are being made, a post-effective
amendment to this registration statement: |
| (i) | To include any prospectus required
by Section 10(a)(3) of the Securities Act of 1933; |
| (ii) | To reflect in the prospectus
any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent
no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table
in the effective registration statement; and |
| (iii) | To include any material information
with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information
in the registration statement. |
| (3) | That,
for the purpose of determining any liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof. |
| (4) | To
remove from registration by means of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering. |
| (5) | To
file a post-effective amendment to the registration statement to include any financial statements
required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous
offering. Financial statements and information otherwise required by Section 10(a)(3) of
the Act need not be furnished, provided that the Registrant includes in the prospectus, by
means of a post-effective amendment, financial statements required pursuant to this paragraph
(4) and other information necessary to ensure that all other information in the prospectus
is at least as current as the date of those financial statements. Notwithstanding the foregoing,
with respect to registration statements on Form F-3, a post-effective amendment need not
be filed to include financial statements and information required by Section 10(a)(3) of
the Act or Rule 3-19 of Regulation S-X if such financial statements and information are contained
in periodic reports filed with or furnished to the Commission by the Registrant pursuant
to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the Form F-3. |
| (6) | That,
for the purpose of determining liability under the Securities Act of 1933 to any purchaser: |
| (i) | If the registrant is relying
on Rule 430B: |
| (a) | Each prospectus filed by the
registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was
deemed part of and included in the registration statement; and |
| (b) | Each prospectus required to
be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering
made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities
Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus
is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus.
As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be
deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that
prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided,
however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement
will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made
in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior
to such effective date; or |
| (ii) | If the registrant is subject
to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration
statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included
in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference
into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract
of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was
part of the registration statement or made in any such document immediately prior to such date of first use. |
| (7) | That,
for the purpose of determining liability of the registrant under the Securities Act of 1933
to any purchaser in the initial distribution of the securities: The undersigned registrant
undertakes that in a primary offering of securities of the undersigned registrant pursuant
to this registration statement, regardless of the underwriting method used to sell the securities
to the purchaser, if the securities are offered or sold to such purchaser by means of any
of the following communications, the undersigned registrant will be a seller to the purchaser
and will be considered to offer or sell such securities to such purchaser: |
| (i) | Any preliminary prospectus or
prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
| (ii) | Any free writing prospectus
relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
| (iii) | The portion of any other free
writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided
by or on behalf of the undersigned registrant; and |
| (iv) | Any other communication that
is an offer in the offering made by the undersigned registrant to the purchaser. |
| (b) | The undersigned registrant
hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s
annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of
an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated
by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (h) | If any provision or arrangement
exists whereby the Registrant may indemnify a director, officer or controlling person of the registrant against liabilities arising under
the Securities Act, or the underwriting agreement contains a provision whereby the Registrant indemnifies the underwriter or controlling
persons of the underwriter against such liabilities and a director, officer or controlling person of the registrant is such an underwriter
or controlling person thereof or a member of any firm which is such an underwriter, and the benefits of such indemnification are not
waived by such persons, insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised
that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed
by the final adjudication of such issue. |
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form
F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Hong
Kong, on March 3, 2025.
| |
Garden Stage Limited |
| |
|
|
Date: March 3, 2025 |
By: |
/s/ Sze Ho, CHAN |
| |
|
Sze Ho, CHAN |
| |
|
Chief Executive Officer, Director, and Interim Chief Financial Officer
(Principal Executive Officer and Principal Financial and Accounting Officer) |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
| Signature |
|
Capacity |
|
Date |
| |
|
|
|
|
| /s/ Sze Ho, CHAN |
|
Chief Executive Officer, Director, and |
|
March 3, 2025 |
| Sze Ho, CHAN |
|
Interim Chief Financial Officer |
|
|
| |
|
|
|
|
| /s/ Ngan Sammy, SHUM |
|
Director |
|
March 3, 2025 |
| Ngan Sammy, SHUM |
|
|
|
|
| |
|
|
|
|
| /s/ Sheung Chi Steven, WU |
|
Director |
|
March 3, 2025 |
| Sheung Chi Steven, WU |
|
|
|
|
| |
|
|
|
|
| /s/ B Ray Billy, TAM |
|
Director |
|
March 3, 2025 |
| B Ray Billy, TAM |
|
|
|
|
| |
|
|
|
|
| /s/ Kevin, GUAN |
|
Director |
|
March 3, 2025 |
| Kevin, GUAN |
|
|
|
|
| |
|
|
|
|
| /s/ Kit Wa, TO |
|
Director |
|
March 3, 2025 |
| Kit Wa, TO |
|
|
|
|
| |
|
|
|
|
SIGNATURE OF AUTHORIZED UNITED STATES REPRESENTATIVE
OF THE REGISTRANT
Pursuant to the requirements of the Securities
Act of 1933, the Registrant’s duly authorized representative has signed this registration statement thereto in New York, NY on
March 3, 2025.
| |
COGENCY GLOBAL INC. |
| |
|
|
| |
By: |
/s/ Colleen A. De Vries |
| |
|
Name: |
Colleen A. De Vries |
| |
|
Title: |
Senior Vice-President on behalf of Cogency Global Inc. |
II-5
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