GSIW.NASDAQGarden Stage LTD

SCHEDULE 13G: L1 Capital Fund Discloses 9.99% Stake in Garden Stage

Sentiment:

Beneficial Ownership Disclosure


L1 Capital Global Opportunities Master Fund, Ltd. has disclosed a 9.99% beneficial ownership stake in Garden Stage Ltd., holding 7,110,764 ordinary shares.

Capital raiseThe beneficial ownership calculation excludes 570,505 Ordinary Shares issuable upon exercise of Pre-Funded Warrants, which are subject to a 9.99% beneficial ownership limitation. This indicates a prior capital raise involving the issuance of such warrants.

Summary

  • L1 Capital Global Opportunities Master Fund, Ltd. reported beneficial ownership of 7,110,764 Ordinary Shares of Garden Stage Ltd.
  • This stake represents 9.99% of the Ordinary Shares outstanding.
  • The percentage is calculated based on 71,178,820 Ordinary Shares outstanding immediately after an offering, as referenced in Garden Stage Ltd.'s Prospectus Supplement filed on July 25, 2025, and Current Report on Form 6-K filed on July 29, 2025.
  • The reported beneficial ownership amount does not include 570,505 Ordinary Shares issuable upon exercise of Pre-Funded Warrants, which are subject to a 9.99% beneficial ownership limitation.
  • The filing was made under Rule 13d-1(c), indicating a passive investment purpose.
  • David Feldman and Joel Arber, Directors of L1 Capital Global Opportunities Master Fund, Ltd., may be deemed to beneficially own these shares but disclaim beneficial ownership for all other purposes.

Sentiment

Score: 5

Explanation: The filing is a factual disclosure of beneficial ownership and does not contain qualitative statements that would indicate a positive or negative sentiment regarding the issuer's performance or prospects.

Positives

  • A significant institutional investor, L1 Capital Global Opportunities Master Fund, Ltd., has taken a substantial 9.99% stake in Garden Stage Ltd., potentially signaling confidence in the company's prospects.

Negatives

  • NA

Risks

  • NA

Future Outlook

NA

Management Comments

  • To the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ยงยง 240.14a-11.

Industry Context

NA

Stakeholder Impact

  • Shareholders: Provides increased transparency regarding a significant institutional holder's stake in the company.
  • Market: Offers information on the ownership structure, which can influence market perception and trading activity.

Key Dates

DateDescription
07/24/2025Date of event requiring the filing of this statement
07/25/2025Date of Issuer's Prospectus Supplement filing under Rule 424(b)(5)
07/29/2025Date of Issuer's Current Report on Form 6-K filing
07/31/2025Date of Schedule 13G signature

Keywords

Garden Stage Ltd, L1 Capital Global Opportunities Master Fund, Schedule 13G, Beneficial Ownership, Ordinary Shares, Institutional Investor, SEC Filing, Equity Stake, G3730L107

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