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1、F-1 1 ff12023_gardenstage.htm REGISTRATION STATEMENTAs filed with the U.S.Securities and Exchange Commission on June 30,2023Registration No.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549_FORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF1933_Garden Stage Limited(Exact

2、name of registrant as specified in its charter)_Cayman Islands 6199 Not Applicable(State or otherjurisdiction ofincorporation ororganization)(Primary StandardIndustrialClassification Code Number)(I.R.S.EmployerIdentification Number)Room 201,2/F,China Insurance Group Building141 Des Voeux Road Centra

3、lCentral,HongKongTel:+852 2688 6333(Address,includingzipcode,andtelephonenumber,includingareacode,ofregistrant_c/o Cogency Global Inc.122 East 42nd Street,18th FloorNewYork,NY10168+1(800)221-0102(Name,address,including zip code,and telephone number,including area code,ofagent for service)_Copies to:

4、William S.Rosenstadt,Esq.Mengyi“Jason”Ye,Esq.Ortoli Rosenstadt LLP366 Madison Avenue,3rd FloorNewYork,NY10017+1-212-588-0022telephone Mark E.Crone,Esq.Liang Shih,Esq.The Crone Law Group P.C.420 Lexington Avenue,Suite 2446NewYork,NY10170+1-646-861-7891telephone_Approximate date of commencement of pro

5、posed sale to public:As soon as practicable after theeffective date of this Registration Statement.If any securities being registered on this Form are to be offered on a delayed or continuous basispursuant to Rule415 under the Securities Act,check the following box.If this Form is filed to register

6、additional securities for an offering pursuant toRule 462(b)under the Securities Act,check the following box and list the Securities Actregistration statement number of the earlier effective registration statement for the sameoffering.If this Form is a post-effective amendment filed pursuant to Rule

7、462(c)under the Securities Act,check the following box and list the Securities Act registration statement number of the earliereffective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule462(d)under the Securities Act,check the following bo

8、x and list the Securities Act registration statement number of the earliereffective registration statement for the same offering.Indicate by check mark whether the registrant is an emerging growth company as defined in Rule405of the Securities Actof1933.Emerging growth company If an emerging growth

9、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 forcomplying with any new or revised financial accounting standards provided pursuant to Section7(a)(2)(B)of the Securities Act._T

10、he term“new or revised financial accounting standard”refers to any update issued by theFinancial Accounting Standards Board to its Accounting Standards Codification after April5,2012.The registrant hereby amends this registration statement on such date or dates as maybe necessary to delay its effect

11、ive date until the registrant shall file a furtheramendment which specifically states that this registration statement shall thereafterbecome effective in accordance with Section8(a)of the Securities Actof1933,asamended,or until the registration statement shall become effective on such date asthe U.

12、S.Securities and Exchange Commission,acting pursuant to such Section8(a),may determine.Table of ContentsThe information in this prospectus is not complete and may be changed.Weand the Selling Shareholder will not sell these securities until theregistration statement filed with the U.S.Securities and

13、 ExchangeCommission is effective.This prospectus is not an offer to sell thesesecurities and it is not soliciting an offer to buy these securities in anystate where the offer or sale is not permitted.PRELIMINARY PROSPECTUS SUBJECTTOCOMPLETION,DATED JUNE30,2023GARDEN STAGE LIMITED2,250,000 Ordinary S

14、haresAnd1,500,000 Ordinary Shares Offered by the Selling ShareholderThis is an initial public offering of 2,250,000 ordinary shares,par value US$0.0001per share(the“Ordinary Shares”),of Garden Stage Limited(the“Company”or“Garden Stage”,“we”,“us”,“our”),an exempted Cayman Islands company.TheSelling S

15、hareholder(as defined herein)is offering 1,500,000 Ordinary Shares to besold in this offering pursuant to this prospectus.We will not receive any proceedsfrom the sale of the Ordinary Shares to be sold by the Selling Shareholder.Theinitial public offering price(the“Offering Price”)is expected to be$

16、4.00 perOrdinary Share.Prior to this Offering,there has been no public market for ourOrdinary Shares.We have applied to list our Ordinary Shares on the NASDAQ CapitalMarket.This Offering is contingent on the listing of our Ordinary Shares on theNASDAQ Capital Market.However,there is no assurance tha

17、t such application will beapproved,and if our application is not approved by the NASDAQ Capital Market,thisOffering cannot be completed.We historically conducted our business through I Win Holdings Limited(“I WinHoldings HK”),a company incorporated under the laws of Hong Kong,through itssubsidiaries

18、,namely,I Win Securities Limited(“I Win Securities”)and I Win AssetManagement Limited(“I Win Asset Management”),both incorporated in Hong Kong(I WinSecurities and I Win Asset Management are collectively referred as the“OperatingSubsidiaries”).The Operating Subsidiaries are corporations licensed by t

19、heSecurities and Future Commission of Hong Kong(the“HKSFC”).As the HKSFC-licensed corporations,prior approval from the HKSFC is required inrelation to the reorganization of the HKSFC-licensed corporations,for any of thecompanies or individuals to become the substantial shareholder.On January 26,2023

20、,we have obtained the approval from the HKSFC in relation to the Reorganization andthe change of substantial shareholders on January 26,2023.In April 2023,we havecompleted a series of transactions effectuating the Reorganization,as described in“Corporate History and Structure The Reorganization.”Pur

21、suant to theReorganization,I Win Holdings HK has become the wholly-owned subsidiary of GardenStage Limited(“Garden Stage”),through 17 Uno Limited(“17 Uno BVI”,anintermediate holding company incorporated under the laws of British Virgin Islands,wholly owned by Garden Stage).The Operating Subsidiaries

22、 have become the indirectwholly-owned subsidiaries of Garden Stage through 17 Uno BVI and I Win Holding HK.Any reference to“China”or the“PRC”is to the Peoples Republic of China,including Hong Kong and Macau,except that the only time that“China”or the“PRC”does not include Hong Kong or Macau is when w

23、e are referencing specific laws andregulations adopted by the PRC.The references to“Mainland China”are to themainland of the Peoples Republic of China;excluding Taiwan and the specialadministrative regions of Hong Kong and Macau.“PRC laws and regulations”or“PRClaws”are to the laws and regulations of

24、 Mainland China,and“PRC government”or“Chinse government”are to the government of Mainland China for the purposes of thisprospectus only.Investing in our Ordinary Shares involves a high degree of risk,includingthe risk of losing your entire investment.See“Risk Factors”beginningon page 24 to read abou

25、t factors you should consider before buying ourOrdinary Shares.Garden Stage Limited is an exempted company with limited liability incorporated underthe laws of the Cayman Islands.Under the rules of the U.S.Securities and ExchangeCommission,or the SEC,we currently qualify for treatment as a“foreign p

26、rivateissuer.”As a foreign private issuer,we will not be required to file periodicreports and financial statements with the Securities and Exchange Commission,or theSEC,as frequently or as promptly as domestic registrants whose securities areregistered under the Securities Exchange Act of 1934,as am

27、ended,or theExchangeAct.Garden Stage Limited is an“Emerging Growth Company”under applicable U.S.federalsecurities laws and are,therefore,eligible for reduced public company reportingrequirements.Please read“Implications of Being an Emerging Growth Company”beginning on page 19 of this prospectus for

28、more information.Garden Stage Limited is not a PRC or Hong Kong operating company,but aholding company incorporated in the Cayman Islands.As a holding companywith no material operations,Garden Stage Limited conducts all of itsoperations in Hong Kong through the Operating Subsidiaries,I WinSecurities

29、 and I Win Asset Management,both incorporated in Hong Kong.TheOrdinary Shares offered in this offering are shares of Garden Stage Table of ContentsLimited,the Cayman Islands holding company,instead of shares of theOperating Subsidiaries.Investors in this Offering will not directly holdequity interes

30、ts in the Operating Subsidiaries.This structure involvesunique risks to the investors,and the PRC regulatory authorities coulddisallow this structure,which would likely result in a material change inGarden Stages operations and/or a material change in the value of thesecurities Garden Stage is regis

31、tering for sale,including that such eventcould cause the value of such securities to significantly decline or becomeworthless.All of our operations are conducted by the Operating Subsidiaries inHongKong.We and our subsidiaries do not have any operation or maintainoffice or personnel in Mainland Chin

32、a,nor currently do we have,nor intendto have,any contractual arrangements to establish a variable interestentity(“VIE”)structure with any entity in Mainland China.We aresubject to certain legal and operational risks associated with ourOperating Subsidiaries being based in Hong Kong,having all of its

33、operations to date in Hong Kong and having clients who are Mainland Chinaindividuals or companies that have shareholders or directors that areMainland China individuals.We are also subject to the risks of uncertaintyabout any future actions the PRC government or authorities in Hong Kongmay take in t

34、his regard.Should the PRC government choose to exercisesignificant oversight and discretion over the conduct of our business,orin the event that we or the Operating Subsidiaries were to become subjectto PRC laws and regulations,we could incur material costs to ensurecompliance,and we or the Operatin

35、g Subsidiaries might be subject to fines,experience devaluation of securities or delisting,no longer be permittedto conduct offerings to foreign investors,and/or no longer be permitted tocontinue business operations as presently conducted.The legal and operational risks associated in operating in th

36、e PRC alsoapply to Operating Subsidiaries operations in HongKong,and we face therisks and uncertainties associated with the complex and evolving PRC lawsand regulations and as to whether and how the recent PRC governmentstatements and regulatory developments,such as those relating to data andcybersp

37、ace security,and anti-monopoly concerns,would be applicable to theOperating Subsidiaries and us,given the substantial operations of theOperating Subsidiaries in Hong Kong and the possibilities that Chinesegovernment may exercise significant oversight over the conduct of businessin HongKong.In the ev

38、ent that the Operating Subsidiaries or Garden Stageare to become subject to laws and regulations of the PRC,these risks couldresult in material costs to ensure compliance,fines,material changes inour operations and/or the value of the securities we are registering forsale,and/or could significantly

39、limit or completely hinder our ability tooffer or continue to offer securities to investors and cause the value ofsuch securities to significantly decline or be worthless.See“RiskFactorsRisks Related to Doing Business in the Jurisdictions in whichthe Operating Subsidiaries Operate All of our operati

40、ons are inHong Kong.However,due to the long arm application of the current PRClaws and regulations,the PRC government may exercise significant directoversight and discretion over the conduct of our business and may interveneor influence our operations,which could result in a material change in ourop

41、erations and/or the value of our Ordinary Shares.Our OperatingSubsidiaries in Hong Kong may be subject to laws and regulations of thePRC,which may impair our ability to operate profitably and result in amaterial negative impact on our operations and/or the value of our OrdinaryShares.Furthermore,the

42、 changes in the policies,regulations,rules,andthe enforcement of laws of the PRC may also occur quickly with littleadvance notice and our assertions and beliefs of the risk imposed by thePRC legal and regulatory system cannot be certain”on page 24;and“RiskFactorsRisks Related to Doing Business in th

43、e Jurisdictions in whichthe Operating Subsidiaries Operate If the PRC government chooses toextend the oversight and control over offerings that are conducted overseasand/or foreign investment in Mainland China-based issuers to Hong Kong-based issuers,such action may significantly limit or completely

44、 hinder ourability to offer or continue to offer Ordinary Shares to investors andcause the value of our Ordinary Shares to significantly decline or beworthless”on page 28.We are aware that recently,the PRC government initiated a series ofregulatory actions and statements to regulate business operati

45、ons incertain areas in China with little advance notice,including cracking downon illegal activities in the securities market,enhancing supervision overChina-based companies listed overseas using a variable interest entitystructure,adopting new measures to extend the scope of cybersecurityreviews,an

46、d expanding the efforts in anti-monopoly enforcement.See“Prospectus Summary Recent Regulatory Development in the PRC”beginning on page 17.On August 20,2021,the 30th meeting of theStanding Committee of the 13th National Peoples Congress voted and passedthe“Personal Information Protection Law of the P

47、eoples Republic ofChina”,or“PRC Personal Information Protection Law”,which becameeffective on November1,2021.The PRC Personal Information Protection Lawapplies to the processing of personal information of natural persons withinthe territory of Mainland China that is carried out outside of MainlandCh

48、ina where Table of Contents(1)such processing is for the purpose of providing products or servicesfor natural persons within Mainland China,(2)such processing is toanalyze or evaluate the behavior of natural persons within Mainland China,or(3)there are any other circumstances stipulated by related l

49、aws andadministrative regulations.On December 24,2021,the China SecuritiesRegulatory Commission(“CSRC”),together with other relevant PRCgovernment authorities issued the Provisions of the State Council on theAdministration of Overseas Securities Offering and Listing by DomesticCompanies(Draft for Co

50、mments),and the Measures for the Filing of OverseasSecurities Offering and Listing by Domestic Companies(Draft for Comments)(“Draft Overseas Listing Regulations”).The Draft Overseas ListingRegulations require that a Mainland China domestic enterprise seeking toissue and list its shares overseas(“Ove

51、rseas Issuance and Listing”)shall complete the filing procedures of and submit the relevant informationto the CSRC.The Overseas Issuance and Listing include direct and indirectissuance and listing.Where an enterprise whose principal businessactivities are conducted in Mainland China seeks to issue a

52、nd list itsshares in the name of an overseas enterprise(“Overseas Issuer”)on thebasis of the equity,assets,income or other similar rights and interestsof the relevant Mainland China domestic enterprise,such activities shallbe deemed an indirect overseas issuance and listing(“Indirect OverseasIssuanc

53、e and Listing”)under the Draft Overseas Listing Regulations.OnDecember 28,2021,the Cyberspace Administration of China(the“CAC”)jointly with the relevant authorities formally published the Measures forCybersecurity Review(2021)which took effect on February 15,2022 andreplaced the former Measures for

54、Cybersecurity Review(2020)issued onJuly10,2021.The Measures for Cybersecurity Review(2021)provide thatoperators of critical information infrastructure purchasing networkproducts and services,and online platform operators carrying out dataprocessing activities that affect or may affect national secur

55、ity(togetherwith the operators of critical information infrastructure,the“Operators”),shall conduct a cybersecurity review and that any onlineplatform operator who controls more than one million users personalinformation must go through a cybersecurity review by the cybersecurityreview office if it

56、seeks to be listed in a foreign country.OnFebruary17,2023,the CSRC released the Trial Administrative Measures ofOverseas Securities Offering and Listing by Domestic Companies,or theTrial AdministrativeMeasures,and five supporting guidelines,which cameinto effect on March31,2023.TheTrialAdministrativ

57、eMeasures furtherstipulate the rules and requirements for overseas offering and listingconducted by PRC domestic companies.The Overseas Listing Regulationsrequire that a PRC domestic enterprise seeking to issue and list its sharesoverseas shall complete the filing procedures of and submit the releva

58、ntinformation to CSRC,failing which we may be fined between RMB 1millionand RMB 10million.The Operating Subsidiaries may collect and store certain data(includingcertain personal information)from our customers,some of whom may beindividuals in Mainland China,in connection with our business andoperati

59、ons and for“Know Your Customers”purposes(to combat moneylaundering).As advised by Guangdong Wesley Law Firm,our counsel withrespect to PRC legal matters,the Measures for Cybersecurity Review(2021),the PRC Personal Information Protection Law and the Trial AdministrativeMeasures will not have an impac

60、t on our business,operations or thisoffering,nor do we or our Hong Kong subsidiaries are covered bypermission requirements from the CAC that is required to approve oursubsidiarys operations,as the HongKong subsidiaries will not be deemedto be an“Operator”or a“data processor”that are required to file

61、 forcybersecurity review before listing in the UnitedStates,because(i)theOperating Subsidiaries were incorporated in Hong Kong and operate inHong Kong without any subsidiary or VIE structure in Mainland China andeach of the Measures for Cybersecurity Review(2021),the PRC PersonalInformation Protecti

62、on Law and the Trial Administrative Measures do notprovide whether it shall be applied to a company based in Hong Kong;(ii)as of date of this prospectus,our Operating Subsidiaries have inaggregate collected and stored personal information of approximately 887Mainland China individuals(approximately

63、48.79%of our total customers),far less than one million users as specified by Measures for CybersecurityReview to be subjected to Cybersecurity Review;(iii)all of the data theOperating Subsidiaries have collected is stored in servers located inHong Kong;and(iv)as of the date of this prospectus,neith

64、er of theOperating Subsidiaries has been informed by any PRC governmental authorityof any requirement that it files for a cybersecurity review or a CSRCreview.Moreover,pursuant to the Basic Law of the Hong Kong SpecialAdministrative Region,or the Basic Law,PRC laws and regulations shall notbe applie

65、d in HongKong except for those listed in AnnexIII of the BasicLaw(which is confined to laws relating to national defense,foreignaffairs and other matters that are not within the scope of autonomy).Basedon the PRC laws and regulations effective as of the date of this prospectusand subject to interpre

66、tations of these laws and regulations that may beadopted by the PRC authorities,as advised by Guangdong Wesley Law Firm,aswe are based in HongKong without Mainland China operation orsubsidiaries,and the Trial Measures have not come into effect as of thedate of this prospectus,neither we,nor Table of

67、 Contentsour Operating Subsidiaries in HongKong are currently required to obtainany permission or approval from the PRC government authorities,includingthe CSRC and CAC,to operate and offer the securities being registered toforeign investors.Therefore,no application to obtain permission orapproval f

68、rom the PRC authorities is required and no permissions orapprovals have been denied as of the date of this prospectus.However,as further advised by Guangdong Wesley Law Firm,given theuncertainties arising from the legal system in the PRC and Hong Kong,including uncertainties regarding the interpreta

69、tion and enforcement of thePRC laws and the significant authority of the PRC government to interveneor influence the offshore holding company headquartered in Hong Kong,there remains significant uncertainty in the interpretation and enforcementof relevant PRC cybersecurity laws and other regulations

70、.However,sincethe Trial Measures was newly promulgated,its interpretation,applicationand enforcement remain unclear and there also remains significantuncertainty as to the enactment,interpretation and implementation of otherregulatory requirements related to overseas securities offerings and otherca

71、pital markets activities.If Trial Administrative Measures becomeapplicable to us or our Operating Subsidiaries in HongKong,if any of ourOperating Subsidiaries is deemed to be an“Operator”,or if the Measuresfor Cybersecurity Review(2021)or the PRC Personal Information ProtectionLaw become applicable

72、to the Operating Subsidiaries in Hong Kong,thebusiness operation of the Operating Subsidiaries and the listing of ourOrdinary Shares in the United States could be subject to the CACscybersecurity review or the CSRC Overseas Issuance and Listing review inthe future.While,we do not believe we are cove

73、red by the permissionrequirements from CSRC or CAC,investors of our company and our businessmay face potential uncertainty from actions taken by the PRC governmentaffecting our business.If the applicable laws,regulations,orinterpretations change and the Operating Subsidiaries become subject to theCA

74、C or CSRC review,we cannot assure you that the Operating Subsidiarieswill be able to comply with the regulatory requirements in all respects andour current practice of collecting and processing personal information maybe ordered to be rectified or terminated by regulatory authorities.If wewere requi

75、red to obtain such permissions or approvals in the future inconnection with the listing or continued listing of our securities on astock exchange outside of the PRC,it is uncertain how long it will takefor us to obtain such approval,and,even if we obtain such approval,theapproval could be rescinded.

76、Any failure to obtain or a delay in obtainingthe necessary permissions from the PRC authorities to conduct offerings orlist outside of the PRC may subject us to sanctions imposed by the PRCregulatory authorities,which could include fines and penalties,proceedings against us,and other forms of sancti

77、ons,and our ability toconduct our business,invest into the Mainland China as foreign investmentsor accept foreign investments,ability to offer or continue to offerOrdinary Shares to investors or list on the U.S.or other overseasexchange may be restricted,and the value of our Ordinary Shares maysigni

78、ficantly decline or be worthless,our business,reputation,financialcondition,and results of operations may be materially and adverselyaffected.See“Risk Factors Risks Relating to Doing Business in theJurisdictions in which the Operating Subsidiaries Operate If the PRCgovernment chooses to extend the o

79、versight and control over offerings thatare conducted overseas and/or foreign investment in Mainland China-basedissuers to HongKong-based issuers,such action may significantly limit orcompletely hinder our ability to offer or continue to offer Ordinary Sharesto investors and cause the value of our O

80、rdinary Shares to significantlydecline or be worthless.”on page28.Our Ordinary Shares may be prohibited from trading on a national exchangeor“over-the-counter”markets under the Holding Foreign CompaniesAccountable Act(the“HFCAA”)if the Public Company Accounting OversightBoard(“PCAOB”)determines that

81、 it is unable to inspect or fullyinvestigate our auditor and as a result the exchange where our securitiesare traded may delist our securities.Furthermore,on June 22,2021,theU.S.Senate passed the Accelerating Holding Foreign Companies AccountableAct(the“AHFCAA”),which was signed into law on December

82、 29,2022,amending the HFCAA and requiring the SEC to prohibit an issuerssecurities from trading on any U.S.stock exchange if its auditor is notsubject to PCAOB inspections for two consecutive years instead of threeconsecutive years.Pursuant to the HFCAA,the PCAOB issued a DeterminationReport on Dece

83、mber 16,2021,which found that the PCAOB was unable toinspect or investigate completely certain named registered publicaccounting firms headquartered in Mainland China and HongKong.Our auditor prior to December 15,2022,Friedman LLP(“Friedman”),hadbeen inspected by the PCAOB on a regular basis in the

84、audit period,and ournew auditor,Marcum Asia CPAs LLP(“Marcum Asia”),is subject to laws inthe United States pursuant to which the PCAOB conducts regular inspectionsto assess its compliance with the applicable professional standards.Neither Friedman nor Marcum Asia is subject to the Determination Repo

85、rtannounced by the PCAOB on December 16,2021 relating to the PCAOBsinability Table of Contentsto inspect or investigate completely registered public accounting firmsheadquartered in Mainland China or HongKong because of a position takenby one or more authorities in the Mainland China or HongKong.On

86、August26,2022,the SEC issued a statement announcing that the PCAOB signed aStatement of Protocol(“SOP”)with the CSRC and the Ministry of Financeof the Peoples Republic of China governing inspections and investigationsof audit firms based in China and Hong Kong,jointly agreeing on the needfor a frame

87、work.On December 15,2022,the PCAOB announced that it hassecured complete access to inspect and investigate registered publicaccounting firms headquartered in Mainland China and Hong Kong and voted tovacate the previous 2021 Determination Report to the contrary.However,whether the PCAOB will continue

88、 to be able to satisfactorilyconduct inspections of PCAOB-registered public accounting firmsheadquartered in Mainland China and Hong Kong is subject to uncertainty anddepends on a number of factors out of our,and our auditors,control.ThePCAOB is continuing to demand complete access in mainland China

89、 and HongKong moving forward and is already making plans to resume regularinspections in early 2023 and beyond,as well as to continue pursuingongoing investigations and initiate new investigations as needed.The PCAOBhas indicated that it will act immediately to consider the need to issuenew determin

90、ations with the HFCAA if needed.If the PCAOB in the futureagain determines that it is unable to inspect and investigate completelyauditors in Mainland China and Hong Kong,then the companies audited bythose auditors would be subject to a trading prohibition on U.S.marketspursuant to the HFCAA and/or

91、AHFCAA.These recent developments could alsoadd uncertainties to this Offering and we cannot assure you that the NASDAQCapital Market(“NASDAQ”)or regulatory authorities would not applyadditional or more stringent criteria to us after considering theeffectiveness of our auditors audit procedures and q

92、uality controlprocedures,adequacy of personnel and training,or sufficiency ofresources,geographic reach or experience as it relates to the audit of ourfinancial statements.See“Risk FactorsRisks Related to Our OrdinaryShares and this Offering Our Ordinary Shares may be prohibited frombeing traded on

93、a national exchange under the Holding Foreign CompaniesAccountable Act if the PCAOB is unable to inspect our auditors.Thedelisting of our Ordinary Shares,or the threat of their being delisted,may materially and adversely affect the value of your investment.Furthermore,on June 22,2021,the U.S.Senate

94、passed the AcceleratingHolding Foreign Companies Accountable Act,which was signed into law onDecember 29,2022,amending the HFCAA to require the SEC to prohibit anissuers securities from trading on any U.S.stock exchanges if itsauditor is not subject to PCAOB inspections for two consecutive yearsinst

95、ead of three.”on page 33.For Garden Stage to transfer cash to its subsidiaries,it is permitted under the lawsof the Cayman Islands to provide funding to its subsidiaries incorporated in theBritish Virgin Islands and HongKong through loans or capital contributions withoutrestrictions on the amount of

96、 the funds.Garden Stages subsidiary formed under thelaws of the British Virgin Islands are permitted under the laws of the British VirginIslands to provide funding to their respective subsidiaries through loans or capitalcontributions without restrictions on the amount of the funds.As a holding comp

97、any,Garden Stage may rely on dividends and other distributions on equity paid by itssubsidiaries for its cash and financing requirements.According to the BVI BusinessCompanies Act2004(as amended),a British Virgin Islands company may make dividendsdistribution to the extent that immediately after the

98、 distribution,such companysassets do not exceed its liabilities and that such company is able to pay its debtsas they fall due.According to the Companies Ordinance of HongKong,a HongKongcompany may only make a distribution out of profits available for distribution.Ifany of Garden Stages subsidiaries

99、 incurs debt on its own behalf in the future,theinstruments governing such debt may restrict their ability to pay dividends to GardenStage.In the fiscal year ended March 31,2023(“FY 2023”),the fiscal year endedMarch 31,2022(“FY 2022”)and up to the date of this prospectus,no transfer ofcash or other

100、types of assets has been made between our Cayman Islands holdingcompany and subsidiaries.Garden Stage,our Cayman Islands holding company has notdeclared or made any dividends or other distributions to its shareholders,includingU.S.investors,in the past,nor has any dividends or distributions been mad

101、e bysubsidiaries to our Cayman Islands holding company.No dividends and distributionswere made by the subsidiaries of Garden Stage for FY 2023 and FY2022.Furthermore,Garden Stage and its subsidiaries do not have any plans to distribute earnings in theforeseeable future.For a more detailed discussion

102、 of how cash is transferred amongGarden Stage and its subsidiaries,see“Prospectus SummaryTransfers of Cash toand from Our Subsidiaries”beginning on page 9,“Dividend Policy”on page 61 andthe audited consolidated financial statements and the accompanying footnotesbeginning on F-1 of this prospectus.Fo

103、llowing this Offering,Oriental Moon Tree Limited,our largest shareholder,willcontinue to own more than a majority of the voting power of our outstanding OrdinaryShares.As a result,Oriental Moon Tree Limited can control the outcome of matterssubmitted to the shareholders for approval.Additionally,we

104、may be deemed a“controlled company”Table of Contentswithin the meaning of the NASDAQ listing rules and follow certain exemptions fromcertain corporate governance requirements that could adversely affect our publicshareholders.For a more detailed discussion of the risk of the Company being acontrolle

105、d company,see“Risk Factors Risks Related to Our CorporateStructure Our corporate actions will be substantially controlled by ourControlling Shareholder,Oriental Moon Tree Limited,which will have the ability tocontrol or exert significant influence over important corporate matters that requireapprova

106、l of shareholders,which may deprive you of an opportunity to receive apremium for your Ordinary Shares and materially reduce the value of your investment.Additionally,we may be deemed to be a“controlled company and may follow certainexemptions from certain corporate governance requirements that coul

107、d adversely affectour public shareholders”on page 30 and“Prospectus Summary Implication ofBeing a Controlled Company”on page 20 of this prospectus.Per Share Total(4)Offering price(1)US$4.00 US$15,000,000(5)Underwriting discounts(2)US$0.29 US$1,087,500 Proceeds to the company before expenses(3)US$3.7

108、1 US$8,347,500 Proceeds to the Selling Shareholder before expenses US$3.71 US$5,565,000 _(1)Initial public offering price per share is assumed as US$4.00.(2)We have agreed to pay the underwriters a discount equal to 7.25%of the gross proceeds of theoffering.For a description of the other compensatio

109、n to be received by the underwriters,see“Underwriting”beginning on page163.(3)Excludes fees and expenses payable to the underwriters.(4)Assumes that the underwriters do not exercise any portion of their over-allotment option.(5)Includes US$9,000,000 gross proceeds from the sale of 2,250,000 Ordinary

110、 Shares offered byour Company and US$6,000,000 gross proceeds from the sale of 1,500,000 Ordinary Sharesoffered by the Selling Shareholder.Neither the U.S.Securities and Exchange Commission nor any statesecurities commission nor any other regulatory body has approved ordisapproved of these securitie

111、s or determined if this prospectus istruthful or complete.Any representation to the contrary is a criminaloffense.This offering is being conducted on a firm commitment basis.The underwriters areobligated to take and pay for all of the shares offered by the Company if any suchshares are taken.We have

112、 granted the underwriters an option,exercisable one or moretimes in whole or in part,to purchase up to 337,500 additional Ordinary Shares fromthe Company at the initial public offering price,less underwriting discounts,within45days from the closing of this offering to cover over-allotments,if any.If

113、 theunderwriters exercise the option in full,assuming the public offering price pershare is US$4.00,the total underwriting discounts payable will be US$1,185,375,and the total proceeds to the Company,before expenses,will be US$9,599,625.We expect our total cash expenses for this offering to be appro

114、ximately US$1,113,103,including expenses payable to the underwriters for their reasonable out-of-pocket expenses and non-accountable expense allowance,exclusive of the abovediscounts.If we complete this offering,net proceeds will be delivered to us on the closingdate.The underwriters expect to deliv

115、er the Ordinary Shares against payment as set forthunder“Underwriting”on or about,2023.Revere Securities,LLCThe date of this prospectus is,2023 Table of ContentsTABLE OF CONTENTS PagePROSPECTUS SUMMARY 1RISK FACTORS 24SPECIAL NOTES REGARDING FORWARD-LOOKING STATEMENTS 59USE OF PROCEEDS 60DIVIDEND PO

116、LICY 61CAPITALIZATION 62DILUTION 63CORPORATE HISTORY AND STRUCTURE 65MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONS 68INDUSTRY 86BUSINESS 94REGULATIONS 115MANAGEMENT 129RELATED PARTY TRANSACTIONS 137PRINCIPAL SHAREHOLDERS AND SELLING SHAREHOLDER 140DESCRIPTION OF

117、 SHARE CAPITAL 142SHARES ELIGIBLE FOR FUTURE SALE 154TAXATION 156ENFORCEABILITY OF CIVIL LIABILITIES 161UNDERWRITING 163EXPENSES RELATING TO THIS OFFERING 169LEGAL MATTERS 170EXPERTS 170CHANGE IN REGISTRANTS CERTIFYING ACCOUNTANT 170WHERE YOU CAN FIND ADDITIONAL INFORMATION 171INDEX TO FINANCIAL STA

118、TEMENTS F-1You should rely only on the information contained in this prospectus.We have not,and the underwriters have not authorized anyone to provide you with informationdifferent from what is contained in this prospectus.If anyone provides you withdifferent or inconsistent information,you should n

119、ot rely on it.The SellingShareholder and we are not,and the underwriters are not,making an offer to sellsecurities in any jurisdiction where the offer or sale is not permitted.Theinformation contained in this prospectus is accurate only as of the date on the frontof this prospectus,regardless of the

120、 time of delivery of this prospectus or any saleof the securities.Our business,financial condition,results of operations andprospects may have changed since that date.For investors outside of the UnitedStates of America(the“UnitedStates”or the“U.S.”):Neither the underwriters nor we have done anythin

121、g that would permit thisoffering or possession or distribution of this prospectus in any jurisdiction otherthan the UnitedStates,where action for that purpose is required.Persons outsideof the United States who come into possession of this prospectus must informthemselves about and observe any restr

122、ictions relating to the offering of ourordinary shares and the distribution of this prospectus outside of theUnitedStates.Through and including _,2023(the 25th day after the date of thisprospectus),all dealers effecting transactions in these securities,whether or notparticipating in this offering,ma

123、y be required to deliver a prospectus.This is inaddition to a dealers obligation to deliver a prospectus when acting as anunderwriter and with respect to an unsold allotment or subscription.iTable of ContentsPROSPECTUS SUMMARYThis summary highlights information contained in greater detail elsewhere

124、in thisprospectus.This summary is not complete and does not contain all of theinformation you should consider in making your investment decision.You should readthe entire prospectus carefully before making an investment in our Ordinary Shares.You should carefully consider,among other things,our cons

125、olidated financialstatements and the related notes and the sections entitled“Risk Factors”and“Managements Discussion and Analysis of Financial Condition and Results ofOperations”included elsewhere in this prospectus.Prospectus ConventionsExcept where the context otherwise requires and for purposes o

126、f this prospectusonly,references to:“17 Uno BVI”refers to 17 Uno Limited,a company incorporated under thelaws of British Virgin Islands;“AE”refers to an account executive,being licensed representativeaccredited toI Win Securities to carry out regulated activities,who isself-employed and only entitle

127、d to share the brokerage income from theclients referred by him/her;“AUM”refers to the amount of assets under management;“BSS”refers to the Broker Supplied System,being a front officesolution either developed in-house by the Stock Exchange Participant or athird-party software package acquired from c

128、ommercial vendors,enablingthe Stock Exchange Participant to connect its trading facilities to theOpen Gateway to conduct trading;“CAGR”refers to compounded annual growth rate,the year-on-year growthrate over a specific period of time;“China”or the“PRC”refer to the Peoples Republic of China,including

129、 HongKong and Macau;“Code of Conduct”refers to the Code of Conduct for Persons Licensed byor Registered with the Securities and Futures Commission of HongKong;“Controlling Shareholder”refers to Oriental Moon Tree Limited,acompany incorporated under the laws of British Virgin Islands;“FY 2023”,“FY 20

130、22”are to fiscal year ended March 31,2023 and 2022,respectively;“Garden Stage”or“Company”are to Garden Stage Limited,an exemptedcompany incorporated with limited liability in the Cayman Islands onAugust11,2022;“HKD”or“HK$”refer to the legal currency of HongKong.“HKSCC”refers to the HongKong Securiti

131、es Clearing Company Limited“HKSFC”refers to the Securities and Futures Commission of HongKong;“HongKong”refers to the HongKong Special Administrative Region ofthe Peoples Republic of China for the purposes of this prospectus only;“I Win Asset Management”refers toI Win Asset Management Limited,acompa

132、ny with limited liability under the laws of HongKong;“I Win Holdings HK”refers toI Win Holdings Limited,a company withlimited liability under the laws of HongKong;“I Win Securities”refers toI Win Securities Limited,a company withlimited liability under the laws of HongKong;1Table of Contents“License

133、d Representative(s)”refers to an individual who is granted alicense under section 120(1)or 121(1)of the SFO to carry on one ormore than one regulated activity;“Listing Rules”refers to the Rules Governing the Listing of Securitieson the Stock Exchange of HongKong,as amended,supplemented or otherwisem

134、odified from time to time;“Mainland China”refers to the mainland of the Peoples Republic ofChina;excluding Taiwan and the special administrative regions ofHongKong and Macau for the purposes of this prospectus only;“Margin financing”refers to the provision of funds by a securitiesbrokerage firm(lice

135、nsed to provide margin loans as an intermediary)toclients for the purpose of their margin trading,whereby the fundsborrowed from a securities brokerage firm to be used for carrying outtrading of securities on a leveraged basis,and the relevant securitiespurchased form the collateral to secure the re

136、payment of the loan grantedby the securities brokerage firm;“Migo”refers to Migo Corporation Limited,an independent researchconsultancy firm commissioned by the Company;“Migo Report”refers to the“Industry Overview Report of theFinancialServices Market in HongKong”dated June30,2022 prepared byMigo an

137、d commissioned by the Company;“Ordinary Shares”refers to the ordinary shares of the Garden StageLimited,par value of US$0.0001per share;“Open Gateway”refers to a Windows-based device provided by the StockExchange and installed at the Stock Exchange Participants office tofacilitate electronic interfa

138、ce of the Automatic Order Matching andExecution System of the Stock Exchange with front office systems operatedby the Stock Exchange Participant;“Operating Subsidiaries”refers toI Win Securities andI Win AssetManagement;“PRC laws and regulations”or“PRC laws”are to the laws andregulations of Mainland

139、 China;“PRC government”or“Chinse government”are to the government ofMainland China for the purposes of this prospectus only;“Responsible Officer(s)”or“RO”refer to a Licensed Representativewho is also approved as a responsible officer under section 126 of the SFOto supervise one or more than one regu

140、lated activity of the licensedcorporation to which he/she is accredited;“SEC”refers to the UnitedStates Securities and Exchange Commission;“Selling Shareholder”refers to Oriental Moon Tree Limited,a companyformed under the laws of the British Virgin Islands and the ControllingShareholder of the Comp

141、any that is selling 1,500,000 of its OrdinaryShares pursuant to this prospectus through the underwriters for resale;“SFO”refers to the Securities and Futures Ordinance(Chapter571 ofthe Laws of HongKong),as amended,supplemented or otherwise modifiedfrom time to time;“Stock Exchange”or“SEHK”refer to t

142、he Stock Exchange of HongKongLimited;“Stock Exchange Trading Right”refers to the right to be eligible totrade on or through the Stock Exchange as a Stock Exchange Participant andentered as such a right in a list,register or roll kept by the StockExchange;“Stock Exchange Participant(s)”refers to corp

143、oration(s)licensed tocarry on Type 1(dealing in securities)regulated activity under the SFOwho,in accordance with the rules of the Stock Exchange,may trade on orthrough the Stock Exchange and whose name(s)is/are entered in a list,register or roll kept by the Stock Exchange as person(s)who may trade

144、onor through the Stock Exchange;“US$”or“U.S.dollars”refer to the legal currency of theUnitedStates;and“we”,“us”,“our”and“Group”are to Garden Stage Limited and itssubsidiaries,unless the context otherwise indicates.2Table of ContentsGarden Stage is a holding company with operations conducted in HongK

145、ong throughits Operating Subsidiaries,using Hong Kong dollars.The reporting currency isU.S.dollars.Assets and liabilities denominated in foreign currencies aretranslated at year-end exchange rates,income statement accounts are translated ataverage rates of exchange for the year and equity is transla

146、ted at historicalexchange rates.Any translation gains or losses are recorded in other comprehensiveincome(loss).Gains or losses resulting from foreign currency transactions areincluded in net income.The conversion of HongKong dollars into U.S.dollars arebased on the exchange rates set forth in the H

147、.10 statistical release of the Boardof Governors of the Federal Reserve System.Unless otherwise noted,alltranslations from Hong Kong dollars to U.S.dollars and from U.S.dollars toHongKong dollars in this prospectus were made at an average rate of HKD 7.8392 toUSD1.00 and HKD 7.7843 to USD 1.00 for F

148、Y 2023 and FY 2022,respectively.We have made rounding adjustments to some of the figures included in thisprospectus.Accordingly,numerical figures shown as totals in some tables may notbe an arithmetic aggregation of the figures that preceded them.Unless the context indicates otherwise,all informatio

149、n in this prospectus assumesno exercise by the underwriters of their over-allotment option.This prospectus contains information derived from various public sources andcertain information from an industry report commissioned by us and prepared by MigoCorporation Limited,or“Migo,”a third-partyindustry

150、 research consultancy firm,to provide information regarding our industry and market position.Industry data,projections,and estimates are subject to inherent uncertainty as they necessarilyrequire certain assumptions and judgments.If any one or more of the assumptionsunderlying the market data turns

151、out to be incorrect,actual results may differfrom the projections based on these assumptions.While we generally believe theinformation contained in such report to be accurate and reliable,we have notindependently verified the accuracy or completeness of the data contained in theseindustry publicatio

152、ns and reports.OverviewWe are a HongKong-based financial services provider principally engaged in theprovision of(i)placing and underwriting services;(ii)securities dealing andbrokerage services;and(iii)asset management services.Our business is carriedout through our wholly owned Operating Subsidiar

153、ies:a)I Win Securities,which islicensed to conduct Type 1(dealing in securities)regulated activities under theSFO in HongKong,and b)I Win Asset Management,which is licensed to conductType4(advising on securities)and Type 9(asset management)regulated activitiesunder the SFO in HongKong.I Win Securiti

154、es is the Stock Exchange Participant andholds one Stock Exchange Trading Right.In addition,I Win Securities is aparticipant of the HKSCC.The table below sets forth the licenses obtained by our Operating Subsidiariesunder the jurisdiction of HongKong.License type and trading right Entity nameHKSFC Ty

155、pe 1 License Dealing insecurities I Win SecuritiesHKSFC Type 4 License Advising onsecurities I Win Asset ManagementHKSFC Type 9 LicenseAssetmanagement I Win Asset ManagementStock Exchange Participants(ParticipantID:02092)I Win SecuritiesHKSCC Participants(ParticipantID:B02092)I Win SecuritiesOur ser

156、vice offerings mainly comprise the following:Underwriting and Placing Services:acting as(i)book runner,lead manager,or underwriter of listing applicants in IPOs or otherfundraising activities;and(ii)placing agent of listed companies inconnection with their issuance or sale of securities,in return fo

157、runderwriting and/or placing commission.We also charge investors abrokerage commission when they subscribe for or acquire securities inrespect of offerings of listed issuers who engaged us to provide placingand underwriting services in respect of the relevant securities.For FY2023 and FY 2022,respec

158、tively,48.31%and 15.41%of our total revenue wasderived from our underwriting and placing services.Securities Dealing and Brokerage Services:providingsecurities dealing and brokerage services for trading in securities on theHong Kong Stock Exchange and in other overseas markets.We act as anintermedia

159、ry between buyers and sellers of securities listed on the MainBoard and GEM of the Hong Kong Stock Exchange and facilitate ourclients trading of securities listed on selected overseas stockexchanges,3Table of Contentsincluding the UnitedStates,in return for brokerage commission income.Ancillary to o

160、ur securities brokerage and dealing services,we providenominee services,custodian services,scrip handling services and handlingservices for corporate actions to our brokerage clients.At the same time,we also facilitate the subscriptions to IPOs and secondary placings,either conducted by Hong Kong is

161、suers who engage our placing andunderwriting services or conducted by other financial services providersin Hong Kong.For FY 2023 and FY 2022 respectively,47.55%and 80.81%ofour total revenue was derived from our securities dealing and brokerageservices.Asset Management Services:offering discretionary

162、 accountmanagement and fund management services that cater to different investmentobjectives of our clients through I Win Asset Management Limited.Ourasset management services accounted for 1.03%and 1.00%our total revenuefor FY 2023 and FY 2022,respectively.Our revenues were US$3.3 million and US$2.

163、3 million for FY 2023 and FY 2022,respectively.We recorded net loss of US$0.2 million and US$0.5 million for FY 2023and 2022,respectively.We plan to keep our business growing by strengthening oursecurities brokerage,underwriting and placement services and develop our assetmanagement business and mar

164、gin financing services.Our diversified businessportfolio allows us to create synergies between our business lines,generate newbusiness opportunities for each business segment and provide integrated financialservices to clients.For further details of our services,please refer to theparagraph headed“B

165、usiness Our Services and Revenue Model”in this prospectus.Our IndustryHong Kong is one of the worlds largest securities markets by marketcapitalization.HongKongs securities market is operated by the HongKong StockExchange.The HongKong Stock Exchange operates two markets,the Main Board is formore est

166、ablished companies that satisfy higher financial and track recordrequirements and Growth Enterprise Market(the“GEM”)is for a market with lowerlisting eligibility criteria but similar continuing obligations compared to theMain Board,serving the needs of small and mid-sized issuers.According to Migo,a

167、san international financial hub and gateway to China,over theyears,HongKongssecurities market has experienced remarkable growth in market capitalization.Thetotal market capitalization of the Stock Exchange(including the Main Board andGEM)increased from approximately HK$33,999billion(approx.US$4,358.

168、8billion)as of December 31,2017 to approximately HK$39,065 billion(approx.US$4,979.0billion)as of June30,2022.In line with the general trend of marketcapitalization,the number of listed securities on the Stock Exchange alsoincreased from 12,803 as of December31,2017 to 16,510 as of June30,2022.The f

169、inancial services industry in HongKong is highly competitive due to the vastnumber of market players offering securities broking services,underwriting andplacing services,and asset management services.We have to compete effectivelyover competitors in terms of capital resources,pricing,client base,se

170、rvicecoverage and quality,talents,and brand recognition.Our competitors may havestronger capital resources,greater brand recognition in the market,more humanresources,a wider range of services and longer operating histories than that ofus.Apart from large multinational financial institutions,we also

171、 face competitionfrom newly established local small and medium-sized financial services firms thatoffer similar services.We believe that competition in this market is primarilybased on quality and scope of services,market reputation,business network,pricing,and human and financial resources.Securiti

172、es Dealing and Brokerage ServicesThe licensed securities dealing and brokerage service industry comprisescorporations conducting Type 1(dealing in securities)regulated activity,andthese corporations are generally referred to as brokerage firms or brokerageservice providers.These corporations provide

173、 securities dealing and brokerageservices to clients(including principals and investors)which may involve(i)trading and brokering securities in respect of trades for clients,(ii)marketing and distributing of securities(including mutual funds and unittrusts)to clients,and(iii)placing and underwriting

174、 of securities in respect offundraisings and secondary offerings and sale.Some brokerage firms may alsoprovide securities margin financing services to facilitate the acquisitions orholdings of securities by their clients if they can meet the more stringentfinancial resources requirements set out in

175、the SFO.The main function of a Type 1licensed corporation,as the securities brokerage service provider,is to act as anagent to facilitate securities trading activities for investors in respect ofsecurities listed on the Stock Exchange and/or on overseas markets.A securitiesbrokerage firm may also ge

176、nerate revenue from commission and fee income throughplacing and underwriting securities in respect of fundraisings and secondaryofferings and sales,and interest income from the provision of securities marginfinancing services.4Table of ContentsCompetitionIn order to trade securities through the tra

177、ding facilities of the Stock Exchange,a market participant shall,among other things,hold a trading right and be anExchange Participant.It must also be a corporation licensed under the SFO to carryout Type 1(dealing in securities)regulated activity.As of June30,2022,therewere 711 trading right holder

178、s registered in the HongKong Exchanges and ClearingLimited,which comprised 623 trading Exchange Participants,74 non-trading ExchangeParticipants and 14 non-exchange participants.New participants may enter theindustry as long as they obtain the requisite licenses and permits.The ExchangeParticipants

179、are classified into three categories of participants by the HongKongStock Exchange quarterly in terms of their respective share of the total marketturnover.Category A for the top 14 firms,Category B for the 15th to 65th largestfirms and Category C for firms ranked 66th and below.The following chart

180、illustrates the respective market shares of differentcategories of Stock Exchange Participants from 2017 to 2022:Participants 2017 2018 2019 2020 2021 2022*(%)(%)(%)(%)(%)(%)Category A 54.6 55.7 58 58.2 59 63.6Category B 34.9 35.7 34 34.5 33.8 30.86Category C 10.5 8.7 8 7.4 7.2 5.54_*For the sixmont

181、hs ended June30,2022Source:HKExHong Kongs securities dealing and brokerage market is dominated by the 14Exchange Participants under Category A which accounted for approximately 59%marketshare in terms of turnover for 2021.The market share of Stock ExchangeParticipants under Category A and Category C

182、 has experienced an increase anddecrease from approximately 54.6%and 10.5%,respectively,in 2017 to approximately59%and 7.2%,respectively,in 2021,while the market share the ExchangeParticipants under Category B has recorded a decrease from approximately 34.9%in2017 to approximately 33.8%in 2021.We ar

183、e a Category C Stock Exchange Participantand are currently holding one Stock Exchange trading right.Placing and Underwriting ServicesPlacing and underwriting services are essential for fundraising activities in thecapital market,and relevant service providers in HongKong are required to obtainan HKS

184、FC license to carry on Type 1(dealing in securities)regulated activity.Such placing and underwriting services providers are generally referred to asunderwriters and placing agents.The main responsibility of both underwriters andplacing agents is to act as an agent to identify potential investors to

185、subscribefor securities of issuers and to acquire securities from selling shareholders,while underwriters are also involved in carrying out and organizing roadshows andother marketing activities during the book building process as well as involved inthe pricing process of IPOs.The main revenue strea

186、m of placing and underwritingservice providers is the commission charged to clients from the provision ofplacing and underwriting services which is calculated according to a predeterminedcommission rate that varies on a case-by-case basis and usually ranges from lessthan 1%to up to 20%of the value o

187、f securities being placed or underwritten.CompetitionIn 2017,there were approximately 1,247 Type 1 financial institutions that provideplacing and underwriting services in Hong Kong.In 2021,the number of Type 1financial institutions increased to 1,487,respectively,with a CAGR of about 4.5%since 2017.

188、The placing and underwriting services market in Hong Kong isconsolidated and dominated by the top market players who provide a wide range ofinvestment banking services in addition to placing and underwriting services.Asset Management ServicesAsset management refers to the investment advisory and man

189、agement of investmentfunds and securities by holding the licenses to carry on Type 4(advising onsecurities)and Type 9(asset management)regulated activities.Major marketplayers engaging in the asset management business in HongKong comprise licensedcorporations(such as securities firms or asset manage

190、ment companies licensed bythe HKSFC),registered institutions(such as banks or deposit-taking companiesengaging in the asset management business),and insurance companies.Investmentfunds manage assets of various asset classes(shares,bonds and derivatives)andother assets(e.g.real estate)in order to mee

191、t5Table of Contentsspecified investment objectives for the benefit of the investors.Some investorsmay also authorise asset managers to manage the dealing and investments ofsecurities in their securities trading account(s),and this is commonly referred toas discretionary account management.The mainst

192、ream of revenue of licensed assetmanagers is the management fee,which is paid to the asset manager on an ongoingbasis and is deducted from the net asset value of managed funds.CompetitionWe face keen competition from different asset management firms,including 2,039licensed corporations,36 registered

193、 institutions and 4,962 responsible/approvedofficers for Type 9(asset management)regulated activity as at the end of June 30,2022,according to the statistics of the HKSFC.The number of licensed corporationslicensed to carry on Type 9(asset management)regulated activity grew byapproximately 7.6%to 1,

194、979 corporations as of December 31,2021 from 1,477 as ofDecember 31 2017,surpassing the number of licensed corporations licensed for allother types of regulated activity.The number of responsible/approved officerslicensed to carry on Type 9(asset management)regulated activity also grew byapproximate

195、ly 7.9%to 4,855 as of December 31,2021 from 3,576 as of December 31,2017.Competitive StrengthsWe believe that the following competitive strengths contribute to our success anddifferentiate us from our competitors:A proven and experienced management team consisting of industry veterans;Established an

196、d strong relationship with our clients and stable clientbase;andSynergies among our different lines of services that generate diversifiedand stable sources of revenue.Growth StrategiesOur business model and competitive strengths provide us with multiple avenues forgrowth.We intend to execute the fol

197、lowing key strategies:Strengthening our placing and underwriting services;Expanding our securities dealing and brokerage market presence in relationto the UnitedStates exchanges;Developing our securities margin financing services;Enhancing and developing our asset management business;andEnhancing ou

198、r IT systems.Corporate History and StructureGarden Stage Limited was incorporated on August 11,2022 in the Cayman Islandsunder Cayman Islands law,for purposes of effectuating this Offering.Prior to theReorganization as described below,our Group historically conducted our businessthrough I Win Holdin

199、gs Limited(“I Win Holdings HK”),a company incorporated underthe laws of Hong Kong,and its subsidiaries,namely,I Win Securities Limited(“IWin Securities”)and I Win Asset Management Limited(“I Win Asset Management”),both incorporated under the laws of Hong Kong.On November 10,2016,we established I Win

200、 Securities as a company with limitedliability under the laws of Hong Kong and commenced our securities brokerage andunderwriting and placing business.I Win Securities was licensed by the HKSFC toundertake Type 1(dealing in securities)regulated activity on July 19,2017.Toexpand our services into ass

201、et management services,on March 25,2020,weestablished I Win Asset Management as a company with limited liability under thelaws of Hong Kong.I Win Asset Management obtained the relevant HKSFC licenses toundertake Type 4(advising on securities)and Type 9(asset management)regulatedactivities on January

202、 25,2021.6Table of ContentsOn March 25,2020,I Win Holdings HK was also incorporated under the laws of HongKong as the holding company of I Win Securities and I Win Asset Management.On June 6,2022,HKSFC approved I Win Holdings HK to become the holding company ofI Win Securities and I Win Asset Manage

203、ment.Subsequently,pursuant to the June 6,2022 HKSFC approval,on June 24,2022,I Win Holdings HK acquired 100%of theequity interest of I Win Securities and I Win Asset Management and became theirholding company.Pursuant to the Reorganization in April 2023 as described below,Garden StageLimited have be

204、come the holding company of I Win Holdings HK and its subsidiaries.Upon completion of the Reorganization,our Group comprises Garden Stage Limited,17Uno Limited(“17 Uno BVI”),I Win Holdings HK,I Win Securities,and I Win AssetManagement.The ReorganizationAs part of the Reorganization,on August 11,2022

205、,we formed Garden Stage,for thepurposes of effectuating this Offering.Subsequently,a wholly-owned British VirginIslands subsidiary of Garden Stage,17 Uno BVI was then incorporated on August 17,2022,as the proposed intermediate holding of I Win Holdings HK as part of theReorganization.Since I Win Sec

206、urities and I Win Asset Management are HKSFC-licensed corporations,prior approval from the HKSFC is required for any company or individual to become aholding company or the substantial shareholder of an HKSFC-licensed corporation.OnSeptember 2,2022,we submitted the New Substantial Shareholder Applic

207、ation to theHKSFC,in which 17 Uno BVI,Garden Stage,and Oriental Moon Tree are to become thesubstantial shareholders of I Win Securities and I Win Asset Management.We haveobtained the said approvals from the HKSFC on January 26,2023(the“January 26HKSFC approval”).Pursuant to the January 26 HKSFC appr

208、oval,we completed the Reorganization in April2023.Pursuant to the Reorganization,on April 3,2023,Garden Stage acquired,through 17 Uno BVI,all of the issued equity interests of I Win Holdings HK,fromthe existing shareholders of I Win Holdings HK,namely,Courageous Wealth Limited,Lobster Financial Hold

209、ings Limited,Capital Hero Global Limited,Smark HoldingLimited,and Gulu Gulu Limited,in cash consideration of HK$1,000 in aggregate.Upon completion of the Reorganization,I Win Securities and I Win Asset Management,our Operating Subsidiaries,have become the indirect wholly-owned subsidiaries ofGarden

210、Stage through 17 Uno BVI and I Win Holding HK.Pre-IPO InvestmentOn July 22,2022,I Win Holdings HK entered into Investment Agreement with StateWisdom Holdings Limited(“State Wisdom Holdings”),as varied by the SupplementalInvestment Agreement entered into on November 22,2022 and a further Supplemental

211、Investment Agreement entered into on April 3,2023.Pursuant to aforesaidagreements,State Wisdom Holdings to acquire Ordinary Shares representing 5%of theentire issued share capital of Garden Stage Limited upon and at the time of thecompletion of the Reorganization,at a subscription consideration of H

212、K$3,120,000(approximately US$397,454),and I Win Holdings HK shall procure Garden Stage toallot and issue the corresponding amount of Ordinary Shares of Garden Stage toState Wisdom Holdings.On July 22,2022,I Win Holdings HK entered into Investment Agreement with BlissTone Limited(“Bliss Tone”),as var

213、ied by the Supplemental Investment Agreemententered into on November 22,2022 and a further Supplemental Investment Agreemententered into on April 3,2023.Pursuant to Investment Agreements,Bliss Tone toacquire Ordinary Shares of representing 5%of the entire issued share capital ofGarden Stage Limited

214、upon and at the time of the completion of the Reorganization,at a subscription consideration of HK$3,120,000(approximately US$397,454),and IWin Holdings HK shall procure Garden Stage Limited to allot and issue thecorresponding amount of Ordinary Shares of Garden Stage to Bliss Tone.According to Inve

215、stment Agreements and Supplemental Investment Agreements between IWin Holdings HK,Bliss Tone,and State Wisdom Holdings,as part of theReorganization,Garden Stage allotted and issued:(a)5,000 Ordinary Shares to State Wisdom Holdings on April 3,2023;(b)5,000 Ordinary Shares to Bliss Tone on April 3,202

216、3;7Table of Contents(c)632,500 Ordinary Shares to State Wisdom Holdings on April 20,2023;and(d)632,500 Ordinary Shares to Bliss Tone on April 20,2023.The subscription of Ordinary Shares by State Wisdom Holdings and Bliss Tone werecompleted on April 20,2023.In this prospectus,we refer to all these ev

217、ents as the“Reorganization”.Corporate StructureThe following diagram illustrates our corporate structure following theReorganization and upon the consummation of this Offering:Our Subsidiaries and Business Functions17 Uno BVI was incorporated under the laws of British Virgin Islands to be theinterme

218、diate holding company of I Win Holdings HK on August 17,2022 as part of theReorganization.I Win Holdings HK was incorporated under the laws of Hong Kong as the holdingcompany of I Win Asset Management and I Win Securities on March 25,2020.On June6,2022,HKSFC approved I Win Holdings HK to be the subs

219、tantial shareholder of IWin Securities and I Win Asset Management.On June 24,2022,I Win Holdings HKacquired 100%of the equity interest of I Win Securities and I Win Asset Managementand has become their holding company.I Win Securities was established in accordance with laws and regulations of HongKo

220、ng on November 10,2016.With a registered capital of HKD 15,000,000(approximately US$1.9 million)currently,I Win Securities is a limited liabilitycorporation licensed with HKSFC to undertake Type 1(dealing in securities)regulated activity.I Win Asset Management was established in accordance with laws

221、 and regulations ofHong Kong on March 25,2020.With a registered capital of HKD 900,000(approximately US$0.1 million)currently,I Win Asset Management is a limitedliability corporation licensed with the HKSFC to undertake Type 4(advising onsecurities)and Type 9(asset management)regulated activities.8T

222、able of ContentsHolding Company StructureGarden Stage Limited is a holding company incorporated in the Cayman Islands withno material operations of its own.We conduct our operations primarily inHongKong through our Operating Subsidiaries in HongKong.The Ordinary Sharesoffered in this offering are sh

223、ares of the Cayman Islands holding company,insteadof shares of our Operating Subsidiaries in HongKong.Investors in our OrdinaryShares should be aware that they may never directly hold equity interests in oursubsidiaries in HongKong.As a result of our corporate structure,our ability to pay dividends

224、to ourshareholders depends upon dividends paid by our HongKong subsidiaries through ourBVI subsidiary.If our existing HongKong subsidiaries or any newly formed onesincur debt on their own behalf in the future,the instruments governing their debtmay restrict their ability to pay dividends to us.Trans

225、fers of Cash to and from Our SubsidiariesFor Garden Stage Limited to transfer cash to its subsidiaries,Garden Stage ispermitted under the laws of the Cayman Islands to provide funding to itssubsidiaries incorporated in the British Virgin Islands and Hong Kong throughloans or capital contributions wi

226、thout restrictions on the amount of the funds.According to the BVI Business Companies Act2004(as revised),a British VirginIslands company may make dividends distribution to the extent that immediatelyafter the distribution,such companys assets do not exceed its liabilities andthat such company is ab

227、le to pay its debts as they fall due.According to theCompanies Ordinance of HongKong,a HongKong company may only make a distributionout of profits available for distribution.Other than the above,we did not adoptor maintain any cash management policies and procedures as of the date of thisprospectus.

228、Our Cayman Islands holding company,Garden Stage Limited,has never declared ormade any dividend or other distribution to its shareholders,includingU.S.investors.No dividends and distributions were made by the subsidiaries ofGarden Stage Limited foryears ended March31,2023 and 2022.Under the current p

229、ractice of the Inland Revenue Department of HongKong,no taxis payable in Hong Kong in respect of dividends paid by us.The PRC laws andregulations do not currently have any material impact on the transfer of cash fromGarden Stage Limited to our subsidiaries or from our subsidiaries to Garden StageLim

230、ited.There are no restrictions on foreign exchange and there are no limitationson the abilities of Garden Stage Limited to transfer cash to or from oursubsidiaries or to investors under HongKong Law.There are no restrictions orlimitations under the laws of HongKong imposed on the conversion of HK do

231、llarinto foreign currencies and the remittance of currencies out of HongKong,nor isthere any restriction on any foreign exchange to transfer cash between Garden StageLimited and its subsidiaries,across borders and to U.S.investors,nor there isany restrictions and limitations to distribute earnings f

232、rom our subsidiaries toGarden Stage Limited and U.S.investors and amounts owed.For Garden Stage to make dividends to its shareholders,subject to the CompaniesAct(as revised)of the Cayman Islands,which we refer to as the Companies Actbelow,and our Amended and Restated Memorandum and Articles of Assoc

233、iation,ourboard of directors may authorize and declare a dividend to shareholders from timeto time out of the profits from the Company,realized or unrealized,or out of theshare premium account,provided that the Company will remain solvent,meaning theCompany is able to pay its debts as they come due

234、in the ordinary course ofbusiness.We do not have any present plan to declare or pay any dividends on our OrdinaryShares in the foreseeable future.We currently intend to retain all available fundsand future earnings,if any,for the operation and expansion of our business.Anyfuture determination relate

235、d to our dividend policy will be made at the discretionof our board of directors after considering our financial condition,results ofoperations,capital requirements,contractual requirements,business prospects andother factors the board of directors deems relevant,and subject to therestrictions conta

236、ined in any future financing instruments,in our Amended andRestated Memorandum and Articles of Association and in the Companies Act.See“Dividend Policy”on page 61 and“Risk Factors Risks Relating to ourCorporate StructureWe rely on dividends and other distributions on equity paidby the Operating Subs

237、idiaries to fund any cash and financing requirements we mayhave,and any limitation on the ability of the Operating Subsidiaries to makepayments to us could have a material adverse effect on our ability to conduct ourbusiness”on page 30 for more information.9Table of ContentsRisk Factors SummaryInves

238、ting in our Ordinary Shares involves a high degree of risk.Below is a summaryof material factors that make an investment in our Ordinary Shares speculative orrisky.Importantly,this summary does not address all of the risks that we face.Please refer to the information under the heading“Risk Factors”o

239、n page24 ofthis prospectus for additional discussion of the risks summarized in this riskfactor summaryas well as other risks that we face.These risks include,but arenot limited to,the following:Risks Related to Doing Business in the Jurisdictions in which theOperating Subsidiaries OperateAll of our

240、 operations are in HongKong.The PRC laws and regulations arenot directly applicable to Hong Kong,being a Special AdministrativeRegion,which is constitutionally autonomous from Mainland China.There isno assurance that there will not be any changes in the economic,politicaland legal environment in Hon

241、g Kong in the future.If there is asignificant change to current political arrangements between MainlandChina and HongKong,companies operating in HongKong may face similarregulatory risks as those operated in Mainland China,including itsability to offer securities to investors,list their securities o

242、n theU.S.or other foreign exchange,conduct its business or accept foreigninvestment.In light of the PRC governments recent expansion ofauthority in HongKong,there are risks and uncertainties which we cannotforesee for the time being,and the PRC laws and regulations and theenforcement of such that ap

243、ply or are to be applied to Hong Kong canchange quickly with little or no advance notice.The PRC government mayintervene or influence the operations of our Operating Subsidiaries at anytime or may exert more oversight and control over offerings conductedoverseas and/or foreign investment in Hong Kon

244、g-based issuers,whichcould result in a material change in the operations and/or the value ofthe securities we are registering for sale,which could significantlylimit or completely hinder our ability to offer or continue to offersecurities to investors and cause the value of such securities tosignifi

245、cantly decline or be worthless.See“Risk Factors RisksRelated to Doing Business in the Jurisdictions in which the OperatingSubsidiaries OperateAll of our operations are in HongKong.However,due to the long-arm application of the current PRC laws and regulations,the PRC government may exercise signific

246、ant direct oversight anddiscretion over the conduct of our business and may intervene or influenceour operations,which could result in a material change in our operationsand/or the value of our Ordinary Shares.Our Operating Subsidiaries inHong Kong may be subject to the PRC laws and regulations,whic

247、h mayimpair our ability to operate profitably and result in a material negativeimpact on our operations and/or the value of our Ordinary Shares.Furthermore,the changes in the policies,regulations,rules,and theenforcement of laws of the PRC may also occur quickly with little advancenotice and our ass

248、ertions and beliefs of the risk imposed by the PRC legaland regulatory system cannot be certain”on page 24.Recently,the PRC government initiated a series of regulatory actions andstatements to regulate business operations in certain areas in MainlandChina with little or no advance notice,including a

249、 cracking down onillegal activities in the securities market,enhancing supervision overMainland China-based companies listed overseas using the variable interestentity structure,adopting new measures to extend the scope ofcybersecurity reviews,and expanding the efforts in anti-monopolyenforcement.In

250、 the future,we may become subject to a variety of PRC lawsand other obligations regarding the data security and the Draft OverseasListing Regulations,and any failure to comply with applicable laws andobligations could have a material and adverse effect on our business,financial condition and results

251、 of operations and could result in amaterial change in such operations and/or the value of the securities weare registering for sale.See“Risk FactorsRisks Related to DoingBusiness in the Jurisdictions in which the Operating SubsidiariesOperateWe may become subject to a variety of the PRC laws and ot

252、herobligations regarding data security in relation to offerings that areconducted overseas by Mainland China-based issuers,and any failure tocomply with applicable laws and obligations could have a material andadverse effect on our business,financial condition and results ofoperations and may hinder

253、 our ability to offer or continue to offerOrdinary Shares to investors and cause the value of our Ordinary Shares tosignificantly decline or be worthless”on page 25.10Table of ContentsIf the Chinese government chooses to extend oversight and control overofferings that are conducted overseas and/or f

254、oreign investment inMainland China-based issuers to HongKong-based issuers,such action maysignificantly limit or completely hinder our ability to offer or continueto offer Ordinary Shares to investors and cause the value of our OrdinaryShares to significantly decline or be worthless.See“RiskFactorsR

255、isks Related to Doing Business in the Jurisdictions in whichthe Operating Subsidiaries OperateIf the PRC government chooses toextend the oversight and control over offerings that are conductedoverseas and/or foreign investment in Mainland China-based issuers toHong Kong-based issuers,such action may

256、 significantly limit orcompletely hinder our ability to offer or continue to offer OrdinaryShares to investors and cause the value of our Ordinary Shares tosignificantly decline or be worthless”on page 28.The HongKong political and legal system embodies risk and uncertainties,including the risk of P

257、RC government altering the“one country,twosystem”to disallow HongKong to function autonomously,theuncertainties arising from the legal system of the PRC,uncertaintiesregarding the interpretation and enforcement of the PRC laws,and thepossibility of the implementation of the PRC law and regulation to

258、HongKong,all of which could materially and adversely affect and hinderour business,financial condition and results of operations,the value ofour Ordinary Shares,and/or our ability to offer or continue to offersecurities to investors.See“Risk FactorsRisks Related to DoingBusiness in the Jurisdictions

259、 in which the Operating SubsidiariesOperateThe enforcement of laws and rules and regulations in the PRCcan change quickly with little advance notice.Additionally,the PRC lawsand regulations and the enforcement of such that apply or are to beapplied to HongKong can change quickly with little or no ad

260、vance notice.As a result,the Hong Kong legal system embodies uncertainties whichcould limit the availability of legal protections,which could result in amaterial change in our Operating Subsidiaries operations and/or thevalue of the securities we are offering”on page 29;and“RiskFactorsRisks Related

261、to Doing Business in the Jurisdictions in whichthe Operating Subsidiaries Operate There are political risksassociated with conducting business in HongKong”on page 29.The enactment of the Law of the PRC on Safeguarding National Security inthe Hong Kong Special Administrative Region(the“Hong Kong Nati

262、onalSecurity Law”)could impact our HongKong subsidiaries.Furthermore,inresponse to the enactment of the Hong Kong National Security Law,theU.S.State Department has indicated that the United States no longerconsiders Hong Kong to have significant autonomy from China andUnitedStates ended the special

263、status enjoyed by HongKong under theUnited States-Hong Kong Policy Act of 1992 and imposed sanctionsagainst individuals and entities who are determined to have materiallycontributed to the erosion of Hong Kongs autonomy.These and otherrecent actions may represent an escalation in political and trade

264、 tensionsinvolving the U.S,the PRC,and HongKong,which could potentially harmour business,and could cause investor uncertainty for affected issuers,including us,and the market price of our Ordinary Shares could beadversely affected.See“Risk FactorsRisks Related to Doing Businessin the Jurisdictions i

265、n which the Operating Subsidiaries OperateTheenactment of the Law of the PRC on Safeguarding National Security in theHong Kong Special Administrative Region(the“Hong Kong NationalSecurity Law”)could impact our HongKong subsidiaries,which representsubstantially all of our business”on page 28.All pote

266、ntial parties who are to become the substantial shareholder(s)ofthe HKSFC-licensed subsidiaries,I Win Securities and I Win AssetManagement,are required to seek prior approval from the HKSFC.Thisregulatory requirement may discourage,delay or prevent a change incontrol of Garden Stage,which could depr

267、ive the holders of our OrdinaryShares the opportunity to receive a premium for their Ordinary Shares aspart of a future sale and may reduce the price of our Ordinary Shares uponthe consummation of a future proposed business combination.See“RiskFactorsRisks Related to Doing Business in the Jurisdicti

268、ons in whichthe Operating Subsidiaries Operate The Hong Kong regulatoryrequirement of prior approval for the transfer of shares in excess of acertain threshold may restrict future takeovers and other transactions”on page 30.11Table of ContentsRisks Related to Our Corporate StructureOur public shareh

269、olders may have more difficulty in protecting theirinterests in the face of actions taken by management,members of the boardof directors or controlling shareholders than they would as publicshareholders of a company incorporated in the UnitedStates.Our publicshareholders may incur additional costs a

270、nd procedural obstacles ineffecting service of legal process,enforcing foreign judgments orbringing actions in Hong Kong and Cayman Islands against us or ourmanagement named in this prospectus based on HongKong and Cayman Islandslaws.See“Risk FactorsRisk Related to our CorporateStructureYou may face

271、 difficulties in protecting your interests,andyour ability to protect your rights through U.S.courts may be limited,because we are incorporated in the Cayman Islands”on page 32 and“RiskFactorsRisk Related to our Corporate StructureThe enforcementof foreign civil liabilities in the Cayman Islands and

272、 Hong Kong issubject to certain conditions.Therefore,certain judgments obtainedagainst us by our shareholders may be difficult to enforce in suchjurisdictions”on page 31.We rely on dividends to be paid by our HongKong Operating Subsidiariesto fund our cash and financing requirements,including the fu

273、nds necessaryto pay dividends and other cash distributions to our shareholders,serviceany debt we may incur,and pay our operating expenses.If our HongKongsubsidiaries incur debt on their own behalf in the future,the instrumentsgoverning the debt may restrict their ability to pay dividends or makeoth

274、er distributions to us.See“Risk Factors Risk Related to ourCorporate StructureWe rely on dividends and other distributions onequity paid by the Operating Subsidiaries to fund any cash and financingrequirements we may have,and any limitation on the ability of theOperating Subsidiaries to make payment

275、s to us could have a materialadverse effect on our ability to conduct our business”on page 30.Following this Offering,Oriental Moon Tree Limited,our ControllingShareholder,will continue to own more than a majority of the voting powerof our outstanding Ordinary Shares.Accordingly,our ControllingShare

276、holder could control the outcome of any corporate transaction orother matter submitted to the shareholders for approval.Additionally,wemay be deemed to be a“controlled company”within the meaning of theNASDAQ listing rules,and we may follow certain exemptions from certaincorporate governance requirem

277、ents that could adversely affect our publicshareholders.See“Risk Factors Risk Related to our CorporateStructureOur corporate actions will be substantially controlled byour Controlling Shareholder,Oriental Moon Tree Limited,which will havethe ability to control or exert significant influence over imp

278、ortantcorporate matters that require approval of shareholders,which may depriveyou of an opportunity to receive a premium for your Ordinary Shares andmaterially reduce the value of your investment.Additionally,we may bedeemed to be a“controlled company and may follow certain exemptions fromcertain c

279、orporate governance requirements that could adversely affect ourpublic shareholders”on page 30.Risks Related to Our Ordinary Shares and this OfferingAny additional actions,proceedings,or new rules resulting from theseefforts to increase U.S.regulatory access to audit information couldcreate some unc

280、ertainty for investors,the market price of our OrdinaryShares could be adversely affected,and we could be delisted if ourauditor and we are unable to meet the PCAOB inspection requirement orbeing required to engage a new audit firm,which would require significantexpense and management time.See“Risk

281、FactorsRisks Related to ourOrdinary Shares and this Offering Our Ordinary Shares may beprohibited from being traded on a national exchange under the HoldingForeign Companies Accountable Act if the PCAOB is unable to inspect ourauditors.The delisting of our Ordinary Shares,or the threat of theirbeing

282、 delisted,may materially and adversely affect the value of yourinvestment.Furthermore,on June 22,2021,the U.S.Senate passed theAccelerating Holding Foreign Companies Accountable Act,which was signedinto law on December 29,2022,amending the HFCAA to require the SEC toprohibit an issuers securities fr

283、om trading on any U.S.stock exchangesif its auditor is not subject to PCAOB inspections for two consecutiveyears instead of three.”on page 33.There has been no public market for our Ordinary Shares prior to thisoffering.Assuming our Ordinary Shares begin trading on the NASDAQ CapitalMarket,our Ordin

284、ary Shares may be“thinly-traded,”a broad or activepublic trading market for our Ordinary Shares may not develop or besustained,in which case our ordinary shares market price and liquiditywill be materially and adversely affected.See“Risk12Table of ContentsFactorsRisks Related to our Ordinary Shares

285、and thisOfferingThere has been no public market for our Ordinary Shares priorto this offering,and you may not be able to resell our Ordinary Shares ator above the price you paid,or at all”on page 34.The trading price of our Ordinary Shares is likely to be volatile andcould fluctuate widely due to br

286、oad market and industry factors which arebeyond our control.Please see“Risk FactorsRisks Related to ourOrdinary Shares and this Offering We may experience extreme stockprice volatility unrelated to our actual or expected operatingperformance,financial condition or prospects,making it difficult forpr

287、ospective investors to assess the rapidly changing value of our ordinaryshares”on page 34 for the list of factors which may cause the volatilityof our trading price.Our board of directors has complete discretion as to whether to distributedividends.You may only receive a return on your investment in

288、 ourOrdinary Shares if the market price of our Ordinary Shares increases.See“Risk Factors Risks Related to our Ordinary Shares and thisOfferingBecause the amount,timing,and whether or not we distributedividends at all is entirely at the discretion of our board of directors,you must rely on price app

289、reciation of our Ordinary Shares for return onyour investment”on page 37.The sale or availability for sale of substantial amounts of our OrdinaryShares in the public market,by(1)our existing shareholder,(2)ourunderwriters,and(3)exercise of options granted to our seniormanagement,could adversely affe

290、ct the market price of our OrdinaryShares.See“Risk FactorsRisks Related to our Ordinary Shares andthis OfferingThe sale or availability for sale of substantial amountsof our Ordinary Shares in the public market could adversely affect themarket price of our Ordinary Shares”on page 37.As a company inc

291、orporated in the Cayman Islands,we are permitted to adoptcertain Cayman Islands practices in relation to corporate governancematters that differ significantly from the NASDAQ Capital Market listingstandards;these practices may afford less protection to shareholders thanthey would enjoy if we complie

292、d fully with the NASDAQ Capital Marketlisting standards.See“Risk FactorsRisks Related to our OrdinaryShares and this OfferingWe are a foreign private issuer within themeaning of the rules under the ExchangeAct,and as such we are exemptfrom certain provisions applicable to U.S.domestic public compani

293、es”onpage38 for detailed discussion of this risk factor.There can be no assurance that we will not be a Passive Foreign InvestmentCompany,or PFIC,for UnitedStates federal income tax purposes for anytaxable year,which could subject UnitedStates investors in our OrdinaryShares to significant adverse U

294、nitedStates income tax consequences.See“Risk Factors Risks Related to our Ordinary Shares and thisOffering There can be no assurance that we will not be a passiveforeign investment company,or PFIC,for UnitedStates federal income taxpurposes for any taxable year,which could subject United Statesinves

295、tors in our Ordinary Shares to significant adverse United Statesincome tax consequences”on page39 for a detailed discussion of thisrisk factor.As an“emerging growth company,”the reduced disclosure requirementsapplicable to emerging growth companies may make our Ordinary Shares lessattractive to inve

296、stors.See“Risk Factors Risks Related to ourOrdinary Shares and this Offering We are an“emerging growthcompany,”and the reduced disclosure requirements applicable to emerginggrowth companies may make our Ordinary Shares less attractive toinvestors”on page40.Risks relating to the Industry in which we

297、OperateOur operations are concentrated in HongKong and are highly subject tothe performance of the Hong Kong securities and capital market.Anymaterial deterioration in the economic,political,and regulatoryenvironment in Hong Kong,the PRC,and elsewhere in the world couldmaterially and adversely affec

298、t the Hong Kong securities and capitalmarket and thus our business and prospects.See“Risk FactorsRisksrelating to the Industry in which we OperateOur business operationsare concentrated in HongKong.Unfavorable financial market and economicconditions and material deterioration of the political and re

299、gulatoryenvironment in Hong Kong,the PRC,and elsewhere in the world couldmaterially and adversely affect our business,financial condition,prospects,and results of operations”on page 40 of this prospectus.The financial service market in HongKong is highly regulated.We aresubject to extensive regulato

300、ry requirements.Non-compliance with suchrequirements could cause us to incur fines,restrictions on ouractivities,or even suspension or revocation of some or all of ourlicenses for carrying on our operation.13Table of ContentsSee“Risk Factors Risks relating to the Industry in which weOperate We are s

301、ubject to extensive and evolving regulatoryrequirements,the non-compliance with which may result in penalties,limitations,and prohibitions on our future business activities orsuspension or revocation of our licenses,and consequently may materiallyand adversely affect our business,financial condition

302、,and results ofoperations.In addition,we may,from time to time,be subject toregulatory inquiries and investigations by relevant regulatory authoritiesor government agencies in HongKong or other applicable jurisdictions”on page 42 of this prospectus;and“Risk FactorsRisks Relating toour Business and O

303、perationWe may not be able to fully detect moneylaundering and other illegal or improper activities in our businessoperations on a timely basis or at all,which could subject us toliabilities and penalties”on page 50 of this prospectus.The financial services industry in Hong Kong in which we operate

304、isintensely competitive,highly fragmented,and subject to rapid change.There is no assurance that we will be able to maintain our competitivestrengths.See“Risk FactorsRisks relating to the Industry in whichwe OperateWe may not be able to compete successfully in the highlycompetitive financial service

305、 industry in HongKong”on page41 of thisprospectus.Risks Relating to our Business and OperationOur future performance and ability to succeed may be difficult to predictgiven that our operating history in the financial and securities servicesindustry in HongKong is relatively short.See“Risk FactorsRis

306、ksRelating to our Business and Operation We,through our OperatingSubsidiaries,have a relatively short operating history compared to someof our established competitors and face significant risks and challengesin a rapidly evolving market,which makes it difficult to effectivelyassess our future prospe

307、cts”on page43 of this prospectus.Revenue from our underwriting and placing services is generated on aproject-by-project basis and thus our revenue and profitability are highlyunpredictable.We are also exposed to financial and business risks in casethe securities underwritten by us are undersubscribe

308、d or the placingexercise fails to complete.See“Risk FactorsRisks Relating to ourBusiness and OperationWe are subject to market and financial risksarising from our underwriting business if the securities underwritten byus are undersubscribed”on page 44 of this prospectus and,RiskFactorsRisks Relating

309、 to our Business and OperationRevenue fromour placing and underwriting business is generated on a project-by-project basis and thus our profitability is highly unpredictable and maybe adversely affected if we are unable to secure engagements at levels oron comparable commission rates similar to thos

310、e during the FY 2023 and2022 in the future”on page44 of this prospectus.Our commission income from our securities dealing and brokerage servicedepends upon the trading volume through us,which is subject to thevolatility,market conditions,and the performance of the securitiesmarkets,and competition f

311、rom other securities brokerage firms.See“RiskFactors Risks Relating to our Business and Operation Ourcommission income from our securities dealing and brokerage service may bevolatile,and fluctuate significantly from quarter to quarter,which mayresult in volatility of the price of our Ordinary Share

312、s”on page 45 ofthis prospectus;and“Risk FactorsRisks Relating to our Business andOperationOther brokerage firms may have a competitive edge over us byoffering zero or lower rate of brokerage commission”on page 46 of thisprospectus.The success of our business depends on the continued services of our

313、keymanagement,professional personnel,and account executives,the failure toretain and motivate them or to attract suitable replacements may adverselyaffect our operations.See“Risk Factors Risks Relating to ourBusiness and Operation Our businesses depend on key managementexecutives and professional st

314、aff,and our business may suffer if we areunable to recruit and retain them”on page 47 of this prospectus;and“Risk FactorsRisks Relating to our Business and OperationOurbusiness may be affected if we are unable to retain our employees or self-employed AEs who have strong relationships with our client

315、s There is noassurance that the contractual arrangements we have entered with ouremployees or self-employed AEs are sufficient to protect our businessinterests”on page 46 of this prospectus.We are subject to the risk of fraud,illegal act,misconduct,or otherimproper activities committed by our direct

316、ors,employees,agents,clientsor other third parties,which may cause us to suffer significantreputational harm,adversely affect our results of operations,and resultin regulatory sanctions,disciplinary actions,and14Table of Contentscivil and criminal proceeding against us.The precautions and internalco

317、ntrol procedures that we take to detect and prevent such activity maynot be effective in all cases.See“Risk FactorsRisks Relating toour Business and Operation Fraud or misconduct by our directors,officers,employees,agents,AEs,clients,or other third parties couldharm our reputation and business and m

318、ay be difficult to detect anddeter”on page 50 of this prospectus;and“Risk Factors RisksRelating to our Business and Operation We may be subject tolitigation,arbitration or other legal proceeding risks”on page 51 ofthis prospectus.Our business and profitability are subject to customer concentration r

319、isk.Such customer concentration risk can be exacerbated due to:a)ourreliance on different customers in different periods;b)the fact that thelargest customer in each period for the years ended March 31,2023 and2022 was a different customer;and c)the customers for our placing andunderwriting services

320、engaged us on a project-by-project basis.See“RiskFactors Risks Relating to our Business and Operation We rely on alimited number of key customers for our business”on page 54 of thisprospectus.We rely heavily on our trading system and/or informational technologyinfrastructures,especially the BSS,to e

321、xecute our securities tradingorders and handle the instructions and personal information of ourclients.Any failure of our trading system or information technologysystem,or cybersecurity threats to such,may have a material disruptionand adverse effect on our business and results of operations.See“Ris

322、kFactorsRisks Relating to our Business and OperationOur businessis subject to various cyber-security risks and other operational risks,such as the failure or malfunction of our trading system and/orinformation technology infrastructure and the failure to maintainingrelationship with our vendors,whic

323、h may cause disruptions to our businessoperation and tarnish our reputation”on page 54 of this prospectus;and“Risk FactorsRisks Relating to our Business andOperation Failure to comply with cybersecurity,data privacy,dataprotection,or any other laws and regulations related to data privacy andsecurity

324、,or the failure to protect client data or prevent breaches of ourinformation systems,could expose us to liability or reputational damageand materially and adversely affect our business,financial condition,andresults of operations”on page 55 of this prospectus.Permission Required From the HongKong Au

325、thoritiesDue to the licensing requirements of the HKSFC,I Win Securities andI Win AssetManagement are required to obtain necessary licenses to conduct their business inHongKong and their business and responsible personnel are subject to the relevantlaws and regulations and the respective rules of th

326、e HKSFC.I Win Securitiescurrently holds a Type 1 license for dealing in securities.I Win Asset Managementcurrently holds a Type 4 license for advising on securities and a Type 9 licensefor asset management.See“RegulationLicensing Regime Under the SFO.”Theselicenses have no expiration date and will r

327、emain valid unless they are suspended,revoked,or canceled by the HKSFC.We pay standard governmental annual fees to theHKSFC and are subject to continuing regulatory obligations and requirements,including the maintenance of minimum paid-up share capital and liquid capital,maintenance of segregated ac

328、counts,and submission of audited accounts and otherrequired documents,among others.See“RegulationLicensing Regime Under theSFO.”Neither we nor any of our subsidiaries are required to obtain any permission orapproval from HongKong authorities to offer the securities of Garden Stage toforeign investor

329、s.Holding Foreign Companies Accountable Act(the“HFCAA”)The Holding Foreign Companies Accountable Act,or the HFCAA,was enacted onDecember 18,2020.The HFCAA states if the SEC determines that we have filed auditreports issued by a registered public accounting firm that has not been subject toinspection

330、 by the PCAOB for three consecutive years beginning in 2021,the SECshall prohibit our shares from being traded on a national securities exchange or inthe over-the-counter trading market in the United States.On March 24,2021,the SEC adopted interim final rules relating to theimplementation of certain

331、 disclosure and documentation requirements of the HFCAAct.A company will be required to comply with these rules if the SEC identifies itas having a“non-inspection”year under a process to be subsequently establishedby the SEC.The SEC is assessing how to implement other requirements of the HFCAAct,inc

332、luding the listing and trading prohibition requirements described above.Furthermore,on June 22,2021,the U.S.Senate passed the Accelerating HoldingForeign Companies Accountable Act(the“AHFCAA”),which was signed into law onDecember 29,2022,amending15Table of Contentsthe HFCAA and requiring the SEC to

333、prohibit an issuers securities from trading onany U.S.stock exchange if its auditor is not subject to PCAOB inspections for twoconsecutive years instead of three consecutive years.On September 22,2021,thePCAOB adopted a final rule implementing the HFCAA,which provides a framework forthe PCAOB to use when determining,as contemplated under the HFCAA,whether thePCAOB is unable to inspect or investiga