SEC Comment Letter 0000000000-23-008031 to Garden Stage Ltd (GSIW) (CIK 0001954269) (GSIW)
Garden Stage Ltd (GSIW) (CIK 0001954269)
Date: July 27, 2023 · CIK: 0001954269 · Accession: 0000000000-23-008031
AI Filing Summary & Sentiment
File numbers found in text: 333-273053
Letter
United States securities and exchange commission logo July 27, 2023 Sze Ho Chan Chief Executive Officer Garden Stage Limited Room 201, 2/F, China Insurance Group Building 141 Des Voeux Road Central Central, Hong Kong Re:Garden Stage Limited Registration Statement on Form F-1 Filed June 30, 2023 File No. 333-273053 Dear Sze Ho Chan: We have reviewed your registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Registration Statement on Form F-1 filed June 30, 2023 General 1.We note your response to comment 1 and reissue in part. Please refrain from using terms such as “we,” “us,” “our,” “our company,” and “our business” when describing activities or functions of the operating subsidiaries. We note that on the cover page you define “Company,” “Garden Stage,” “we,” “us” and “our” to refer to Garden Stage but on page 2 you define “we,” “us,” “our” and “Group” to mean Garden Stage and its subsidiaries. Please revise the definition on page 2 and throughout the document provide distinct references for the holding company, subsidiaries, and other entities so that it is clear to investors which entity the disclosure is referencing and which subsidiaries or entities are conducting the business operations.
FirstName LastNameSze Ho Chan Comapany NameGarden Stage Limited July 27, 2023 Page 2 FirstName LastNameSze Ho Chan Garden Stage Limited July 27, 2023 Page 2 2.We note your disclosure on the prospectus cover page and elsewhere that "the Trial Measures have not come into effect as of the date of this prospectus." Because the Trial Measures came into effect on March 31, 2023, please revise throughout to so state. 3.We note your response to comment 3 and reissue in part. Your definitions of "PRC laws and regulations" or "PRC laws" on the cover page and page 2 of the prospectus continue to include a carve out limiting the description of such laws and regulations to the laws and regulations of Mainland China only. Please revise your definition of "PRC laws and regulations" and "PRC laws" throughout the prospectus to include Hong Kong and Macau. Where appropriate, you may describe PRC law and then explain how commensurate laws in Hong Kong and Macao differ from PRC law and describe any risks and consequences to the company associated with those laws. Corporate Structure, page 8 4.We note the post-reorganization/offering organizational chart on page 8 and that you removed the organizational chart depicting your structure prior to the offering. Please add back your pre-offering organizational chart here and on page 66 in the same way as it appeared in your prior filing. Dilution, page 63 5.Please tell us and revise your disclosure to explain and reconcile the components of the calculation of the $9.8 million pro forma as adjusted net tangible book value at March 31, 2023. Principal shareholders and selling shareholder, page 140 6.Please revise footnote (3) to the beneficial ownership table to identify the person or group of people who have the voting and dispositive control over the shares held by Oriental Moon Tree Limited. Exhibits 7.We note your disclosure that Guangdong Wesley Law Firm advised you on the application of the Trial Measures and that Exhibit 23.3 titled "Consent of Guangdong Wesley Law Firm, PRC counsel to the Registrant" is dated October 18, 2022. We further note that statements attributable to counsel regarding subsequent developments after the Trial Measures came into effect on March 31, 2023 have been added to the most recent amendment to your registration statement. Please file an updated opinion and consent of counsel. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
FirstName LastNameSze Ho Chan Comapany NameGarden Stage Limited July 27, 2023 Page 3 FirstName LastName Sze Ho Chan Garden Stage Limited July 27, 2023 Page 3 Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. You may contact Lory Empie at (202) 551-3714 or Robert Klein at (202) 551-3847 if you have questions regarding comments on the financial statements and related matters. Please contact Robert Arzonetti at (202) 551-8819 or Tonya Aldave at (202) 551-3601 with any other questions. Sincerely, Division of Corporation Finance Office of Finance cc: Yarona L. Yieh, Esq.
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United States securities and exchange commission logo
July 27, 2023
Sze Ho Chan
Chief Executive Officer
Garden Stage Limited
Room 201, 2/F, China Insurance Group Building
141 Des Voeux Road Central
Central, Hong Kong
Re:Garden Stage Limited
Registration Statement on Form F-1
Filed June 30, 2023
File No. 333-273053
Dear Sze Ho Chan:
We have reviewed your registration statement and have the following comments. In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-1 filed June 30, 2023
General
1.We note your response to comment 1 and reissue in part. Please refrain from using terms
such as “we,” “us,” “our,” “our company,” and “our business” when describing activities
or functions of the operating subsidiaries. We note that on the cover page you define
“Company,” “Garden Stage,” “we,” “us” and “our” to refer to Garden Stage but on page 2
you define “we,” “us,” “our” and “Group” to mean Garden Stage and its
subsidiaries. Please revise the definition on page 2 and throughout the document provide
distinct references for the holding company, subsidiaries, and other entities so that it is
clear to investors which entity the disclosure is referencing and which subsidiaries or
entities are conducting the business operations.
FirstName LastNameSze Ho Chan
Comapany NameGarden Stage Limited
July 27, 2023 Page 2
FirstName LastNameSze Ho Chan
Garden Stage Limited
July 27, 2023
Page 2
2.We note your disclosure on the prospectus cover page and elsewhere that "the Trial
Measures have not come into effect as of the date of this prospectus." Because the Trial
Measures came into effect on March 31, 2023, please revise throughout to so state.
3.We note your response to comment 3 and reissue in part. Your definitions of "PRC laws
and regulations" or "PRC laws" on the cover page and page 2 of the prospectus continue
to include a carve out limiting the description of such laws and regulations to the laws and
regulations of Mainland China only. Please revise your definition of "PRC laws and
regulations" and "PRC laws" throughout the prospectus to include Hong Kong and
Macau. Where appropriate, you may describe PRC law and then explain how
commensurate laws in Hong Kong and Macao differ from PRC law and describe any risks
and consequences to the company associated with those laws.
Corporate Structure, page 8
4.We note the post-reorganization/offering organizational chart on page 8 and that you
removed the organizational chart depicting your structure prior to the offering. Please add
back your pre-offering organizational chart here and on page 66 in the same way as it
appeared in your prior filing.
Dilution, page 63
5.Please tell us and revise your disclosure to explain and reconcile the components of the
calculation of the $9.8 million pro forma as adjusted net tangible book value at March 31,
2023.
Principal shareholders and selling shareholder, page 140
6.Please revise footnote (3) to the beneficial ownership table to identify the person or group
of people who have the voting and dispositive control over the shares held by Oriental
Moon Tree Limited.
Exhibits
7.We note your disclosure that Guangdong Wesley Law Firm advised you on the
application of the Trial Measures and that Exhibit 23.3 titled "Consent of Guangdong
Wesley Law Firm, PRC counsel to the Registrant" is dated October 18, 2022. We further
note that statements attributable to counsel regarding subsequent developments after the
Trial Measures came into effect on March 31, 2023 have been added to the most recent
amendment to your registration statement. Please file an updated opinion and consent of
counsel.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
FirstName LastNameSze Ho Chan
Comapany NameGarden Stage Limited
July 27, 2023 Page 3
FirstName LastName
Sze Ho Chan
Garden Stage Limited
July 27, 2023
Page 3
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
You may contact Lory Empie at (202) 551-3714 or Robert Klein at (202) 551-3847 if you
have questions regarding comments on the financial statements and related matters. Please
contact Robert Arzonetti at (202) 551-8819 or Tonya Aldave at (202) 551-3601 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc: Yarona L. Yieh, Esq.