SEC Comment Letter 0000000000-24-009354 to Garden Stage Ltd (GSIW) (CIK 0001954269) (GSIW)
Garden Stage Ltd (GSIW) (CIK 0001954269)
Date: Aug. 15, 2024 · CIK: 0001954269 · Accession: 0000000000-24-009354
AI Filing Summary & Sentiment
File numbers found in text: 333-281427
Letter
August 15, 2024 Sze Ho Chan Chief Executive Officer Garden Stage Limited 30th Floor, China Insurance Group Building 141 Des Voeux Road Central Central, Hong Kong Re:Garden Stage Limited Registration Statement on Form F-1 Filed August 9, 2024 File No. 333-281427 Dear Sze Ho Chan: We have conducted a limited review of your registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Registration Statement on Form F-1 Prospectus Summary Summary of Risk Factors Risks Related to Doing Business in the Jurisdictions in which the Operating Subsidiaries, page 11 We note the revisions made in this section. Please revise the disclosure under this subheading to correspond to the language provided in comment 7 of the December 2021 Dear Issuer Letter to China-Based Companies and comment 4 in the July 2023 Dear Issuer Letter to China-Based Companies. Specifically, given the Chinese government’s significant oversight and discretion over the conduct and operations of your business, please revise to describe any material impact that intervention, influence, or control by the Chinese government has or may have on your business or on the value of your securities. Highlight separately the risk that the Chinese government may intervene or influence your operations at any time, which could result in a material change in your operations and/or 1.
August 15, 2024 Page 2 the value of your securities. Also, given recent statements by the Chinese government indicating an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers, acknowledge the risk that any such action could significantly limit or completely hinder your ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. We remind you that, pursuant to federal securities rules, the term “control” (including the terms “controlling,” “controlled by,” and “under common control with”) means “the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise.” 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. 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. Please contact John Stickel at 202-551-3324 or Tonya Aldave at 202-551-3601 with any other questions. Sincerely, Division of Corporation Finance Office of Finance cc:Yarona Yieh, Esq.
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August 15, 2024
Sze Ho Chan
Chief Executive Officer
Garden Stage Limited
30th Floor, China Insurance Group Building
141 Des Voeux Road Central
Central, Hong Kong
Re:Garden Stage Limited
Registration Statement on Form F-1
Filed August 9, 2024
File No. 333-281427
Dear Sze Ho Chan:
We have conducted a limited review of your registration statement and have the following
comment.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Registration Statement on Form F-1
Prospectus Summary
Summary of Risk Factors
Risks Related to Doing Business in the Jurisdictions in which the Operating Subsidiaries, page 11
We note the revisions made in this section. Please revise the disclosure under this
subheading to correspond to the language provided in comment 7 of the December 2021
Dear Issuer Letter to China-Based Companies and comment 4 in the July 2023 Dear
Issuer Letter to China-Based Companies. Specifically, given the Chinese government’s
significant oversight and discretion over the conduct and operations of your business,
please revise to describe any material impact that intervention, influence, or control by the
Chinese government has or may have on your business or on the value of your securities.
Highlight separately the risk that the Chinese government may intervene or influence your
operations at any time, which could result in a material change in your operations and/or 1.
August 15, 2024
Page 2
the value of your securities. Also, given recent statements by the Chinese government
indicating an intent to exert more oversight and control over offerings that are conducted
overseas and/or foreign investment in China-based issuers, acknowledge the risk that any
such action could significantly limit or completely hinder your ability to offer or continue
to offer securities to investors and cause the value of such securities to significantly
decline or be worthless. We remind you that, pursuant to federal securities rules, the term
“control” (including the terms “controlling,” “controlled by,” and “under common control
with”) means “the possession, direct or indirect, of the power to direct or cause the
direction of the management and policies of a person, whether through the ownership of
voting securities, by contract, or otherwise.”
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.
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.
Please contact John Stickel at 202-551-3324 or Tonya Aldave at 202-551-3601 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Yarona Yieh, Esq.