SCHEDULE: Bigger Capital Divests Entire 9.6% Stake in Garden Stage Ltd

Sentiment:

Beneficial Ownership Disclosure 28 July 2025 6:54 PM

Bigger Capital Fund, its general partner, and Michael Bigger have fully divested their 9.6% beneficial ownership in Garden Stage Ltd, selling all 7,110,764 ordinary shares and associated warrants.

Capital raiseThe beneficial ownership percentage was calculated based on 74,031,345 Ordinary Shares outstanding immediately after an offering.The filing mentions 570,505 Ordinary Shares issuable upon exercise of Pre-Funded Warrants, which were part of the shares sold by Bigger Capital.The Issuer's Prospectus Supplement filed under Rule 424(b)(5) on July 25, 2025, confirms a recent offering.

Worse than expectedBigger Capital Fund, a significant institutional investor, fully divested its entire 9.6% stake in Garden Stage Ltd.The sale included 7,110,764 ordinary shares and an additional 570,505 shares issuable from Pre-Funded Warrants.Such a complete divestment by a large shareholder can be interpreted negatively by the market, signaling a lack of confidence or a strategic shift by the investor.

Summary

Bigger Capital Fund L.P., Bigger Capital Fund GP, LLC, and Michael Bigger collectively held 7,110,764 ordinary shares of Garden Stage Ltd as of July 24, 2025.
This stake represented approximately 9.6% of the outstanding ordinary shares, calculated based on 74,031,345 shares outstanding immediately after a recent offering.
The beneficial ownership calculation did not include an additional 570,505 ordinary shares issuable upon exercise of Pre-Funded Warrants, which were subject to a 9.99% beneficial ownership limitation.
As of the close of business on July 25, 2025, the reporting persons sold all of their ordinary shares, including those issuable from Pre-Funded Warrants.
Following the sale, the reporting persons no longer beneficially own at least 5.00% of Garden Stage Ltd's ordinary shares.

Sentiment

Score: 3

Explanation: The complete divestment of a significant 9.6% stake by an institutional investor is generally perceived as a negative signal, indicating a lack of long-term confidence or a strategic exit from the position.

Negatives

A significant institutional investor, Bigger Capital, has fully divested its entire 9.6% stake in Garden Stage Ltd.
The sale included 7,110,764 ordinary shares and an additional 570,505 shares issuable from Pre-Funded Warrants.

Future Outlook

Industry Context

Stakeholder Impact

Shareholders: The divestment by a large institutional investor could lead to negative market sentiment and potential share price decline due to perceived lack of confidence.

Key Dates

Date	Description
07/24/2025	Date of event requiring filing of this statement; Bigger Capital beneficially owned 7,110,764 Ordinary Shares.
07/25/2025	Issuer's Prospectus Supplement filed; Reporting Persons sold all their Ordinary Shares by close of business.
07/28/2025	Date of signing and filing of the Schedule 13G statement and Joint Filing Agreement.

Recommendation

sell

The complete divestment of a 9.6% stake by a significant institutional investor like Bigger Capital Fund is a strong negative signal. Such a large-scale exit often indicates a loss of confidence in the company's future prospects or a strategic decision to reallocate capital away from this investment. This action could trigger negative market sentiment and potentially lead to a decline in the share price, making a 'sell' recommendation prudent for existing shareholders or advising against new positions.

Keywords

Garden Stage Ltd, Bigger Capital Fund, Schedule 13G, Beneficial Ownership, Share Divestment, Institutional Investor, Ordinary Shares, Pre-Funded Warrants, SEC Filing

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