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

~~PURSUANT~~For TOthe ~~RULE~~month ~~13a-16~~of ORNovember ~~15d-16~~2025

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~~INFORMATION ~~STAGE~~CONTAINED ~~LIMITED~~IN THIS FORM 6-K REPORT

~~FORM~~Entry ~~6-K~~into a Material Definitive Agreement

~~Garden~~On November 3, 2025, Garden Stage Limited (the “Company”) isentered ~~furnishing~~into share purchase agreements (the “Share Purchase Agreements”) with certain ~~under~~investors named thereto (the ~~cover~~“Sellers”), pursuant to which the Company agreed to purchase and acquire, 10,000 ordinary shares (the “Ordinary Shares”) of Mental Form ~~6-K~~(BVI) Limited, par value $1.00 per ordinary share (the ~~following:~~“Shares”), at an aggregate purchase price of $10,700,00.00.

~~Appointment~~The Securities Purchase Agreement contains customary representations, warranties and agreements by the Company and the Sellers, customary conditions to closing, indemnification obligations of ~~Executive~~the ~~Director~~ Company and the Sellers, other obligations of the parties, and termination provisions.

OnThe ~~September~~foregoing ~~27, 2025,~~description of the ~~Board~~Securities ofPurchase ~~Directors~~Agreement ~~(the~~does ~~“Board”)~~not ofpurport ~~Garden~~to ~~Stage~~be ~~Limited~~complete ~~(the~~and ~~“Company”)~~is ~~appointed~~qualified ~~Raymond~~in ~~Wai Lok~~its ~~Fong~~entirety asby anreference ~~executive~~to ~~director~~the offull text of the ~~Company.~~Securities ~~The~~Purchase ~~Board~~Agreement, ~~and~~a ~~the~~copy ~~Compensation~~of ~~Committee~~which ~~approved~~is ~~the~~filed ~~appointment~~herewith ofas MrExhibit 10.1 ~~Fong~~and asis ~~of the~~incorporated ~~same~~herein ~~date~~by reference.

~~Set~~ This ~~forth~~report ~~below~~ is ~~certain~~incorporated ~~biographical~~by ~~information~~reference ~~regarding~~into the ~~background~~Registration ~~and~~Statement, ~~experience~~filed ofwith ~~Mr.~~the ~~Fong:~~Commission, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

~~Mr.~~This ~~Wai~~report ~~Lok~~shall ~~Raymond,~~not ~~FONG is our consultant~~constitute ~~since~~an ~~April~~offer ~~2024. Mr. Fong had been acting as our director since August 2022~~ to ~~March~~sell ~~2024.~~any ~~Mr. Fong~~securities isor 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~~solicitation ~~track~~ of ~~participating~~an inoffer ~~over 110 IPO underwriting and placement projects and extensive experience in asset management and wealth management. Prior~~ to ~~joining~~buy Iany ~~Win Securities in June 2018~~securities, ~~Mr. Fong~~ ~~served~~nor asshall ~~the~~there ~~Responsible~~be ~~Officer~~any insale ~~various~~of ~~financial~~any ~~service~~securities ~~companies~~ in ~~Hong Kong: Head & Shoulders Securities~~ ~~Limited~~any ~~from~~state ~~May 2017~~or tojurisdiction 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~~which ~~financial~~such ~~service~~an ~~companies~~offer, ~~including~~solicitation VCor ~~Brokerage~~sale ~~Limited~~would ~~from~~be ~~June 2008~~unlawful ~~to March 2009~~prior ~~and Tai Fook Securities Company Limited from Feb 2000~~ to ~~April 2005.~~registration ~~Mr. Fong~~or isqualification ~~a Chartered Financial Analyst~~under ~~(“CFA”)~~the ofsecurities ~~CFA~~laws ~~Institute. He received his Bachelor~~ of ~~Business~~any ~~Administration~~such ~~and~~state ~~Master~~or ~~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~~jurisdiction.

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 oneForward-~~time~~Looking ~~signing bonus in the amount of $300,000 payable by the Company within one month after the execution of the Directorship Agreement.~~Statements:

~~The~~This ~~agreement~~Report ~~imposes~~on Form 6-K ~~certain~~includes ~~duties~~forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and ~~customary~~Section 21E of ~~confidentiality~~the ~~obligations~~Securities onExchange MrAct of 1934, as amended. ~~Fong~~Forward-looking ~~customary~~statements ~~for~~generally ~~agreements~~are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of ~~this~~historical ~~nature.~~matters, ~~Mr.~~but ~~Fong~~the absence of these words does not mean that a statement is ~~also~~not ~~expected~~ forward-looking. These forward-looking statements include, but are not limited to, statements ~~abide~~regarding byestimates and ~~follow~~forecasts of other performance metrics and projections of market opportunity. These statements are based on various assumptions, whether or not identified in this communication and on the current expectations of the Company’s ~~code~~management and are not predictions of ~~business~~actual ~~conduct~~performance. These forward-looking statements are provided for illustrative purposes only and ~~ethics.~~are ~~The~~not intended ~~foregoing~~to ~~description~~serve isas, ~~merely~~and must not be relied on by any investor as, a ~~summary~~guarantee, ofan ~~the~~assurance, ~~Directorship~~a prediction or a definitive statement ~~Agreement~~of fact or probability. Actual events and ~~therefore~~circumstances ~~does~~are ~~not~~difficult ~~purport~~or impossible to bepredict ~~complete~~and will differ from assumptions. Many actual events and circumstances are beyond the ~~Directorship~~control ~~Agreement~~of isthe ~~qualified~~Company. inSome ~~its~~important ~~entirety~~factors bythat ~~reference~~could cause actual results to ~~the~~differ ~~complete~~materially ~~text~~from ofthose ~~the~~in ~~agreement,~~any ~~which~~forward-looking isstatements ~~filed~~could ~~hereto~~include aschanges ~~Exhibit~~in 10domestic and foreign business, market, financial, political and legal conditions.1.

If any of these risks materialize or the Company’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that the Company does not presently know, or that the Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect the Company’s current expectations, plans and forecasts of future events and views as of the date hereof. Nothing in this communication should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements in this communication, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein and the risk factors of the Company described in the Company’s Form 20-F filed with the SEC on July 31, 2025, as amended, including those under “Risk Factors” therein. The Company anticipates that subsequent events and developments will cause its assessments to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so, except as required by law. These forward-looking statements should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking statements.

~~EXHIBIT~~Exhibit ~~INDEX~~Index

Exhibit No.		Description
10.1		~~Directorship~~Form ~~Agreement~~of ~~between~~Securities ~~Garden~~Purchase ~~Stage Limited and Raymond Wai Lok Fong~~Agreement, dated ~~September~~November 293, 2025

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~~ thereunto duly authorized.

	Garden Stage Limited
Dated: October 2, 2025	By:	/s/ Sze Ho Chan
	Name:	Sze Ho Chan
	Title:	Director and Chief Executive Officer

	Garden Stage Limited

	By:	/s/ Sze Ho, CHAN
	Name:	Sze Ho, CHAN
	Title:	Chief Executive Officer

Date: November 6, 2025

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