UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION,
Washington, D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
Garden
Stage Limited |
(Name of
Issuer) |
Common
Stock |
(Title
of Class of Securities) |
G3730L107
LAU
KAM YAN KAREN
Director
Oriental
Moon Tree Limited
30th
Floor, China Insurance Group
Building, 141 Des Voeux Road Central
Central,
HONG KONG
|
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
2024-09-20 |
(Date of
Event Which Requires Filing of This Statement) |
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
* |
The remainder of this cover
page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. G3730L107 |
|
(1) |
Names
of reporting persons |
|
Oriental
Moon Tree Limited |
|
|
(2) |
Check
the appropriate box if a member of a group (see instructions) |
|
(a)
☒ |
|
(b)
☐ |
|
|
|
|
(3) |
SEC
use only |
|
|
|
|
(4) |
Source
of funds (see instructions)
AF |
|
|
|
|
(5) |
Check
if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐ |
|
|
|
|
(6) |
Citizenship
or place of organization
British
Virgin Islands |
|
|
|
|
|
Number
of shares beneficially owned by each reporting person with: |
|
|
|
|
(7) |
Sole
voting power 11,000,000 |
|
|
|
|
|
|
|
(8) |
Shared
voting power |
|
|
|
|
|
|
|
(9) |
Sole
dispositive power 11,000,000 |
|
|
|
|
|
|
|
(10) |
Shared
dispositive power |
|
|
|
|
|
(11) |
Aggregate
amount beneficially owned by each reporting person
11,000,000 |
|
|
|
|
(12) |
Check
if the aggregate amount in Row (11) excludes certain shares (see instructions) |
|
|
|
|
(13) |
Percent
of class represented by amount in Row (11)
|
|
70.4%1 |
|
|
(14) |
Type
of reporting person (see instructions)
HC |
|
|
1 |
Based on 15,625,000 outstanding
shares of Common Stock reported in the Issuer’s prospectus on Form 424B3 filed with the Securities and Exchange Commission
on August 28, 2024. |
ITEM
1. SECURITY AND ISSUER.
Name
of Issuer:
Garden
Stage Limited
Address
of Issuer’s Principal Executive Offices:
30th
Floor, China Insurance Group
Building, 141 Des Voeux Road Central
Central,
HONG KONG
ITEM
2. IDENTITY AND BACKGROUND.
(a)
Name; Oriental Moon Tree Limited
(b)
Residence or business address;
30th
Floor, China Insurance Group
Building, 141 Des Voeux Road Central
Central,
HONG KONG
(c)
Present principal occupation or employment; Holding company
(d)
Criminal Convictions: No
(e)
Civil Proceedings: No
(f)
Citizenship/State of Incorporation/Organization: British Virgin Islands
ITEM
3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
A
parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
ITEM
4. PURPOSE OF TRANSACTION.
Oriental
Moon Tree Limited intends to continuously review its investment in the Issuer, and may in the future take such actions with respect to
its investment in the Issuer as it deems appropriate:
(a)
The acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer
As
of the date of this Schedule 13D, except as set forth in this Schedule 13D above, Oriental Moon Tree Limited does not
have any plans or proposals which would result in:
(b)
An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries;
(c)
A sale or transfer of a material amount of assets of the issuer or any of its subsidiaries;
(d)
Any change in the present board of directors or management of the issuer, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the board;
(e)
Any material change in the present capitalization or dividend policy of the issuer;
(f)
Any other material change in the issuer's business or corporate structure, including but not limited to, if the issuer is a registered
closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by section
13 of the Investment Company Act of 1940;
(g)
Changes in the issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control
of the issuer by any person;
(h)
Causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national securities association;
(i)
A class of equity securities of the issuer becoming eligible for termination of registration pursuant to section 12(g)(4) of the Act;
or
(j)
Any action similar to any of those enumerated above.
ITEM
5. INTEREST IN SECURITIES OF THE ISSUER.
(A-B)
For information regarding beneficial ownership, see the information presented on the cover page of this Schedule 13D. Oriental Moon
Tree Limited is the affiliate of the Issuer.
C)
Oriental Moon Tree Limited effected the transactions and the transactions executed in open market. Details as below:
Date |
|
Side |
|
Shares |
|
|
Price* |
|
08/23/2024 |
|
Sell |
|
|
21 |
|
|
|
7.43 |
|
09/18/2024 |
|
Sell |
|
|
3100 |
|
|
|
2.23 |
|
09/19/2024 |
|
Sell |
|
|
100 |
|
|
|
3.85 |
|
09/20/2024 |
|
Sell |
|
|
228124 |
|
|
|
1.59 |
|
09/20/2024 |
|
Sell |
|
|
243655 |
|
|
|
1.26 |
|
* |
Calculated based on Gross
Proceeds. |
D)
Not Applicable
E)
Not Applicable
ITEM
6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
To
the knowledge of the Reporting Person, except for the matters described in this Schedule 13D, there is no contract, arrangement, understanding
or relationship (legal or otherwise) among the Reporting Person or between the Reporting Person and any other person with respect to
any securities of the Issuer.
ITEM
7. MATERIAL TO BE FILED AS EXHIBITS.
Not
Applicable
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
|
Date |
10/11/2024 |
|
|
|
|
Signature |
LAU KAM YAN
KAREN |
|
|
|
|
Name/Title |
Director |
5
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