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

For the month of ~~February~~March 2026

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

(Address of principal executive office)

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 ☐

~~Closing~~ Extension of ~~Private~~compliance ~~Placement~~period with respect to bid price deficiency

As previously disclosed on ~~January~~September 155, ~~2026~~2025, ~~on January 12, 2026,~~ Garden Stage Limited (the “Company”) ~~entered~~had ~~into~~received a ~~securities purchase~~notice ~~agreement~~dated ~~with~~September ~~certain~~5, ~~investors~~2025 ~~for~~from athe ~~private~~Listings ~~placement~~Qualifications ~~offering~~Department of ~~(the~~The ~~“Private~~Nasdaq ~~Placement~~Stock Market LLC (“Nasdaq”) ofnotifying ~~47,961,831~~the ~~Class A~~Company ~~ordinary~~that ~~shares~~the ofminimum ~~the~~bid ~~Company,~~price ~~par~~per ~~value~~Class ~~US$0.0001~~A ~~per~~ordinary share of the Company (the “Class A ~~Ordinary~~ Shares”) atwas below $1.00 for a period of 30 consecutive business days and the ~~subscription~~Company ~~price~~did not meet the ofminimum ~~US$0~~bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Rule”).~~1251~~ ~~per~~Pursuant ~~Class~~to Nasdaq Listing Rule 5810(c)(3)(A), ~~Ordinary~~the ~~Share.~~Company ~~The~~had ~~total~~a ~~amount~~compliance period of ~~gross~~one ~~proceeds~~hundred ~~from~~and ~~the~~eighty ~~Private~~(180) ~~Placement~~calendar ~~will~~days, beor ~~US$6~~until ~~million.~~March ~~The~~4, ~~investors~~2026 ~~have~~(the ~~agreed~~“Initial toCompliance aPeriod”), ~~60-day~~to ~~lock-up~~regain ~~restriction~~compliance with the ~~Company~~Minimum Bid Pirce Rule.

~~The Private~~A ~~Placement~~second ~~was~~notice ~~closed~~dated onMarch ~~February~~ 5, 2026 was issued by Nasdaq, ~~where~~notifying the Company ~~received~~that ~~gross~~the ~~proceeds~~Company’s Class A Shares did not regain compliance with the Minimum Bid Pric Rule by the end of ~~US$6~~the ~~million~~Initial ~~from~~Compliance Period and the ~~investors,~~Company is eligible for an additional one hundred and ~~issued a~~eighty ~~total~~(180) ofcalendar 47days,~~961,831~~ ~~Class~~or Auntil September ~~Ordinary~~1, ~~Shares~~2026, to ~~such~~regain ~~investors~~compliance. ~~The~~If compliance cannot be demonstrated by the Company ~~intends~~by toSeptember ~~use~~1, 2026, the ~~proceeds~~Nasdaq ~~from~~staff has informed the ~~Private~~Company ~~Placement~~that ~~for~~it will provide written notification that the Company’s Class A Shares will be delisted. At that time, ~~general~~the ~~corporate~~Company ~~purposes~~may appeal the staff’s determination to a Hearings Panel.

~~Incorporation~~On March 6, 2026, the share consolidation of Class byA ~~Reference~~Shares was effective, pursuant to which the authorised, issued and outstanding Class A were consolidated at 200 for 1 ratio. The objective of the share consolidation is to enable the Company to regain compliance with the Minimum Bid Price Rule.

~~The contents of this Report on Form 6~~Forward-KLooking are hereby incorporated by reference into (i) the Company’s registration statement on Form F-3 (File No. 333-283618) that was initially filed with the SEC on December 5, 2024 and declared effective by the SEC on March 10, 2025, and (ii) the Company’s registration statement on Form S-8 (File No. 333-287932) filed with the SEC on June 11, 2025.Statements

Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can find many (but not all) of these statements by the use of words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or other similar expressions in this prospectus. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and other filings with the U.S. Securities and Exchange Commission.

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, thereunto duly authorized.

	Garden Stage Limited
Date: February 12, 2026	By:	/s/ Sze Ho, CHAN
Date: March 9, 2026	By:	/s/ Sze Ho, CHAN
	Name:	Sze Ho, CHAN
	Title:	Chief Executive Officer

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