Garden Stage Limited Completes Ordinary Share Reclassification Effective Feb. 12, 2026

GSIW
February 12, 2026

Garden Stage Limited (NASDAQ: GSIW) completed a reclassification of its ordinary shares that became effective on the Nasdaq Capital Market on February 12, 2026. The change consolidates the company’s share classes and simplifies its capital structure for investors and regulators.

Under the new structure, the company now has 9,250,000 issued and outstanding Class B ordinary shares held by its parent, Oriental Moon Tree Limited, and 64,781,655 issued and outstanding Class A ordinary shares. The authorized share capital is now 425,968,655 Class A shares that remain unissued, while the 490,750,000 Class A shares and 9,250,000 Class B shares that previously existed are no longer authorized.

The reclassification is part of a broader effort to streamline governance and reduce complexity in the company’s equity structure. By eliminating the separate Class B share authorization, Garden Stage can more readily issue new shares in future financing rounds and provide clearer voting and dividend rights to shareholders, as outlined in its Second Amended and Restated Memorandum of Association.

Garden Stage’s financial performance in the first half of 2025 showed a 382.9% year‑over‑year increase in revenue to $3.4 million, driven by strong growth in brokerage commissions, introducing and referral income, and underwriting and placement income. However, the company’s net loss widened 98.3% to $6.5 million, largely due to higher professional fees and technology investments. In early February, the company completed a private placement that raised $6 million by issuing 47,961,831 Class A ordinary shares at $0.1251 per share, providing additional working capital for ongoing operations.

While the reclassification does not alter the voting or dividend rights of existing shareholders, the authorized but unissued Class A shares create a potential dilution path for future issuances. The move also positions Garden Stage to respond more flexibly to capital‑raising opportunities and to align its equity structure with its growth strategy.

Garden Stage is a Hong Kong‑based financial services provider that offers placing and underwriting, securities dealing and brokerage, and asset‑management services. The company has previously addressed Nasdaq compliance issues related to minimum bid price deficiencies, and the reclassification is expected to support its ongoing efforts to maintain regulatory compliance and investor confidence.

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