GSIW 6-K
Garden Stage Ltd (GSIW)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2025
Commission File Number: 001-41879
GARDEN STAGE LIMITED
(Translation of registrant’s name into English)
30th Floor, China Insurance Group Building
141 Des Voeux Road Central
Central, Hong Kong
Tel: +852 2688 6333
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
GARDEN STAGE LIMITED
FORM 6-K
Garden Stage Limited (the “Company”) is furnishing under the cover of Form 6-K the following:
Appointment of Executive Director
On September 27, 2025, the Board of Directors (the “Board”) of Garden Stage Limited (the “Company”) appointed Raymond Wai Lok Fong as an executive director of the Company. The Board and the Compensation Committee approved the appointment of Mr. Fong as of the same date.
Set forth below is certain biographical information regarding the background and experience of Mr. Fong:
Mr. Wai Lok Raymond, FONG is our consultant since April 2024. Mr. Fong had been acting as our director since August 2022 to March 2024. Mr. Fong is licensed as the Responsible Officer for Type 1, 4, and 9 regulated activities of I Win Securities and I Win Asset Management. Mr. Fong has more than 24 years of experience in the financial services industry, with a proven track of participating in over 110 IPO underwriting and placement projects and extensive experience in asset management and wealth management. Prior to joining I Win Securities in June 2018, Mr. Fong served as the Responsible Officer in various financial service companies in Hong Kong: Head & Shoulders Securities Limited from May 2017 to June 2018, Run Investment Service Limited from December 2016 to April 2017, Convoy Investment Services from January 2012 to December 2016, Shining Securities Company Limited from April 2009 to December 2011. In his early career, he worked as manager in various financial service companies, including VC Brokerage Limited from June 2008 to March 2009 and Tai Fook Securities Company Limited from Feb 2000 to April 2005. Mr. Fong is a Chartered Financial Analyst (“CFA”) of CFA Institute. He received his Bachelor of Business Administration and Master of Philosophy in Economics from Hong Kong Baptist University in 1997 and 2000; and a Bachelor of Law in Chinese Law from Tsinghua University in 2007.
In connection with Mr. Fong’s appointment as executive director, the Company and Mr. Fong entered into an executive directorship agreement (the “Directorship Agreement”) on September 29, 2025. Pursuant to the Directorship Agreement, Mr. Fong will receive an annual regular Board fee in the amount of $96,000 payable by the Company in equal quarterly installments. Additionally, Mr. Fong will receive a one-time signing bonus in the amount of $300,000 payable by the Company within one month after the execution of the Directorship Agreement.
The agreement imposes certain duties and customary confidentiality obligations on Mr. Fong customary for agreements of this nature. Mr. Fong is also expected to abide by and follow the Company’s code of business conduct and ethics. The foregoing description is merely a summary of the Directorship Agreement and therefore does not purport to be complete and the Directorship Agreement is qualified in its entirety by reference to the complete text of the agreement, which is filed hereto as Exhibit 10.1.
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EXHIBIT INDEX
| Exhibit No. | Description | |
| 10.1 | Directorship Agreement between Garden Stage Limited and Raymond Wai Lok Fong, dated September 29, 2025 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Garden Stage Limited | ||
| Dated: October 2, 2025 | By: | /s/ Sze Ho Chan |
| Name: | Sze Ho Chan | |
| Title: | Director and Chief Executive Officer | |
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Exhibit 10.1
EXECUTIVE DIRECTORSHIP AGREEMENT
This Executive Directorship Agreement (the “Agreement”) is made and entered into as of September 29, 2025, by and between Garden Stage Limited, an exempted company incorporated under the laws of the Cayman Islands with limited liability, (“Company”) and Fong Wai Lok Raymond (“Executive”).
WHEREAS, Executive and Company are currently parties to a Consulting Agreement dated April 1, 2024 (the “Prior Agreement”), pursuant to which Executive serve on behalf of the Company as Consultant;
WHEREAS, Company and Executive desire to enter into this Agreement pursuant to which Executive will engage to serve as Executive Director of the Board of Directors of the Company (the “Board”) and,
WHEREAS, this Agreement will supersede and replace in its entirety the Prior Agreement (and any related secondment or similar agreements Executive entered into while the Prior Agreement was in effect), and as a result the Prior Agreement (and any related secondment or similar agreements Executive entered into while the Prior Agreement was in effect), shall be of no further force or effect.
NOW, THEREFORE, in consideration of the mutual promises, terms, provisions, and conditions contained herein, the parties agree as follows:
| 1) | Roles and Duties. |
| a) | Director of the Board of Directors. Subject to the terms and conditions of this Agreement, Company shall appoint Executive as its Executive Director of the Board. |
| b) | Duties. The duties and responsibilities of Executive shall include the duties and responsibilities for the position as director as set forth in the Company’s bylaws, and such other duties and responsibilities as the Board may from time to time reasonably assign to Director |
| c) | Classification. Executive in his capacity of Executive Director of the Board shall be classified as an independent contractor of the Company. |
| d) | No Conflicting Obligation. Executive represents and warrants to Company that he is under no obligations or commitments, whether contractual or otherwise, that are inconsistent with his obligations under this Agreement. |
| e) | Executive Director Term and Termination. |
| i) | Term. This Agreement shall be in effect commencing as of October 1, 2025 (the“Commencement Date”) and shall continue in full force and effect until terminated pursuant to the terms hereof. |
| ii) | Termination. Executive’s appointment as Executive Director may be terminated by either party, at any time, pursuant to the delivery of ninety (90) days prior written notice. |
| 2) | Compensation. |
| a) | Board Fees. Executive shall receive in consideration for his serving as Executive Director of the Board an annual regular Board fee in the amount of $96,000 payable by Company in equal quarterly instalments in advance. In addition, Executive may be eligible for non-recurring special Board fees as reviewed and approved by Company’s Compensation Committee and then reviewed and ratified by the Board. |
| b) | Signing Bonus. Executive shall receive in consideration for his serving as Executive Director of the Board an one off signing fee in the amount of $300,000 payable by Company within one month after the Commencement Date. |
| c) | Reimbursement of Expenses. Company shall reimburse Executive for all ordinary and reasonable out-of-pocket business expenses incurred by Executive in furtherance of the Board’s business in accordance with Company’s policies with respect thereto as in effect from time to time. Executive must submit any request for reimbursement no later than ninety (90) days following the date that such business expense is incurred. |
| d) | Stock Options. Executive may be granted options awards from time to time, as per the discretion of the compensation committee of Company. |
| 3) | Miscellaneous Provisions. |
| a) | Notice. Notices and all other communications contemplated by this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by registered mail, return receipt requested. In the case of Executive, mailed notices shall be addressed to him at the home address, which he most recently communicated to Company in writing. In the case of Company, mailed notices shall be addressed to its corporate headquarters, and all notices shall be directed to the attention of its Secretary. |
| b) | Modifications and Waivers. No provision of this Agreement shall be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by Executive and by an authorized officer of the Company (other than Executive). No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time. |
| c) | Whole Agreement. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof. No other agreements, representations or understandings (whether oral or written and whether express or implied) which are not expressly set forth in such agreements have been made or entered into by either party with respect to the subject matter hereof. |
| d) | Choice of Law and Severability. This Agreement shall be interpreted in accordance with the laws of Hong Kong. If any provision of this Agreement becomes or is deemed invalid, illegal or unenforceable in any jurisdiction by reason of the scope, extent or duration of its coverage, then such provision shall be deemed amended to the extent necessary to conform to applicable law so as to be valid and enforceable or, if such provision cannot be so amended without materially altering the intention of the parties, then such provision shall be stricken and the remainder of this Agreement shall continue in full force and effect. Should there ever occur any conflict between any provision contained in this Agreement and any present or future statute, law, ordinance or regulation contrary to which the parties have no legal right to contract, then the latter shall prevail but the provision of this Agreement affected thereby shall be curtailed and limited only to the extent necessary to bring it into compliance with applicable law. All the other terms and provisions of this Agreement shall continue in full force and effect without impairment or limitation. |
| e) | Arbitration. Any controversy or claim arising out of or relating to this Agreement or the breach thereof, or the Director’s appointment as a director or the termination thereof, shall be settled in Hong Kong, by arbitration in accordance with the HKIAC Domestic Arbitration Rules of the Hong Kong International Arbitration Centre. The decision of the arbitrator shall be final and binding on the parties, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The parties hereby agree that the arbitrator shall be empowered to enter an equitable decree mandating specific enforcement of the terms of this Agreement. Company and the Director shall share equally all fees and expenses of the arbitrator. Director hereby consents to personal jurisdiction of the courts located in Hong Kong for any action or proceeding arising from or relating to this Agreement or relating to any arbitration in which the parties are participants. |
| f) | Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. |
[Signature Page to Follow]
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IN WITNESS WHEREOF, this Agreement has been executed as of the date first written above.
Company
For and on behalf of
Garden Stage Limited
| Signature: | /s/ Chan Sze Ho | |
| Name: | Chan Sze Ho | |
| Title: | Chief Executive Officer | |
| Executive | ||
| Signature: | /s/ Fong Wai Lok Raymond | |
| Name: | Fong Wai Lok Raymond | |
[Signature Page to Executive Directorship Agreement]
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