| Item 1. | |
| (a) | Name of issuer:
Garden Stage Ltd |
| (b) | Address of issuer's principal executive offices:
201, 2/F, CHINA INSURANCE GROUP BUILDING, 141 DES VOEUX ROAD CENTRAL, HONG KONG, HONG KONG, 000 |
| Item 2. | |
| (a) | Name of person filing:
This report is filed by Streeterville Capital LLC, Streeterville Management LLC, and John M. Fife with respect to the shares of common stock of the Issuer that are directly beneficially owned by Streeterville Capital LLC and indirectly beneficially owned by the other reporting and filing persons. |
| (b) | Address or principal business office or, if none, residence:
303 E Wacker Drive, Suite 1040
Chicago, IL 60601 |
| (c) | Citizenship:
Streeterville Capital LLC is a Utah limited liability company.
Streeterville Management LLC is a Utah limited liability company.
John M. Fife is a United States citizen. |
| (d) | Title of class of securities:
Ordinary shares, par value $0.0001 per share |
| (e) | CUSIP No.:
G3730L107 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
|
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
|
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
|
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
|
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
|
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
|
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
|
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
|
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
|
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
|
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
7,110,764 |
| (b) | Percent of class:
9.99% |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
7,110,764
|
| | (ii) Shared power to vote or to direct the vote:
0
|
| | (iii) Sole power to dispose or to direct the disposition of:
7,110,764
|
| | (iv) Shared power to dispose or to direct the disposition of:
0
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
| |
Not Applicable
|
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
| |
Not Applicable
|
| Item 8. | Identification and Classification of Members of the Group. |
| |
Not Applicable
|
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
Rule 13d-1(c)