SecProbe.io

December 16, 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-3
Filed December 5, 2024
File No. 333-283618
Dear Sze Ho Chan:
            We have conducted a limited review of your registration statement and have the
following comments.
            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-3
Cover Page
1.Please revise to specify that the PRC regulatory authorities could disallow your
corporate structure, which would likely result in a material change in your operations
or a material change in the value of your securities, including that such event
could cause the value of your securities to significantly decline or become worthless.
Also revise to include a specific cross-reference to the detailed discussion of risks
facing the company and the offering as a result of your corporate structure.
Please revise to clarify that the legal and operational risks associated with having
operations in mainland China also apply to the company. Include a discussion of how
recent statements and regulatory actions by China’s government, such as those related
to data security or anti-monopoly concerns have or may impact your ability to conduct 2.

December 16, 2024
Page 2
your business, accept foreign investments or list on a U.S. or other foreign
exchange. In addition, please revise your risk factors to clarify that the legal and
operational risk associated with having operations in mainland China apply to the
company.
3.Please revise to clarify here how it was determined that the company is not subject to
the Trial Administrative Measures. If you are relying on the opinion of counsel for
this determination, revise to identify counsel and to include counsel's consent as an
exhibit to the registration statement and state clearly what could happen if the
company’s conclusion is incorrect.
4.Please revise to update your disclosure on the Accelerating Holding Foreign
Companies Accountable Act to clarify that the HFCAA has been amended and the
number of non-inspection years has been decreased to two years thereby reducing the
time before your securities may be prohibited from trading or may be delisted if the
PCAOB determines that it cannot inspect or investigate completely your auditor.
5.You state that under Hong Kong law, operating subsidiaries are permitted to provide
funding to Garden Stage through dividend distributions and that cash proceeds raised
from financings conducted outside Hong Kong may be transferred by Garden Stage to
the operating subsidiaries through capital contribution or shareholder loans. Please
revise to state that there is no assurance that the PRC government will not intervene in
or impose restrictions on the ability of you or your subsidiaries to transfer cash or
assets. Provide corresponding disclosures in the prospectus summary section titled
"Transfers of Cash to and from Our Subsidiaries" on page 10.
Prospectus Summary
Regulatory Development in the PRC, page 9
6.Refer to your statements in the last two paragraphs on page 9 indicating that your
disclosures here are pursuant to the advise of PRC counsel. Please revise to name
counsel and to include counsel's consent as an exhibit to the registration statement.
Risk Factors, page 13
7.Refer to your disclosure in the section titled Enforceability of Civil Liabilities on page
37. Please revise to include a separately captioned risk factor to detail these risks for
investors on the enforceability of civil liabilities. Please also address the risks related
to an investor's ability to bring an original action in a Hong Kong court to enforce
liabilities against directors and officers based on the U.S. federal securities laws. If
your disclosure on enforceability of civil liabilities is based on an opinion of counsel,
name such counsel in the registration statement and include counsel's consent. Please
make corresponding additions in your Enforceability of Civil Liabilities section.
Refer to the first risk factor on page 1 of your annual report on Form 20-F for the
fiscal year ended March 31, 2024 on the risks related to doing business in Hong Kong,
including that the PRC government may exercise significant direct oversight and
discretion over the conduct of your business and may intervene or influence your
operations, that your operating subsidiaries in Hong Kong may be subject to laws and
regulations of Mainland China and that changes in the policies, regulations, rules, and
the enforcement of laws of the PRC may occur quickly with little advance notice and 8.

December 16, 2024
Page 3
your assertions and beliefs of the risk imposed by the PRC legal and regulatory
system are uncertain. Please revise your registration statement to include this risk
factor omitting the statement that the "laws and regulations of Mainland China do not
currently have any material impact on our business, financial condition and results of
operation." Please also cross reference this risk factor on your cover page where you
discuss the legal and operational risks of having operations in mainland China and to
your operations in Hong Kong,
Part II
Exhibits, page II-1
9.We note that you intend to rely on Section 305(b)(2) of the Trust Indenture Act of
1939 to designate a trustee on a delayed basis. Please revise your registration
statement to include the Trust Indenture Act undertaking required by Item 512(j) of
Regulation S-K.
            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 Jessica Livingston at 202-551-3448 or Sonia Bednarowski at 202-551-
3666 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:William S. Rosenstadt