Correspondence 0001213900-25-010302 from Garden Stage Ltd (GSIW) (CIK 0001954269) (GSIW)
Garden Stage Ltd (GSIW) (CIK 0001954269)
Date: Feb. 5, 2025 · CIK: 0001954269 · Accession: 0001213900-25-010302
AI Filing Summary & Sentiment
File numbers found in text: 001-41879
Referenced dates: January 21, 2025
Letter
Via EDGAR Division of Corporation Finance Office of Crypto Assets David Irving Re: Garden Stage Limited Form 20-F for the Fiscal Year Ended March 31, File No. 001-41879
Dear Mr. Irving and Ms. Tillan:
This letter is being submitted in response to the letter dated January 21, 2025 from the U.S. Securities and Exchange Commission (the “Commission”) in which the staff of the Commission (the “Staff”) commented on the above-referenced Form 20-F for the fiscal year ended March 31, 2024 submitted on July 31, 2024.
For the Staff’s convenience, the Staff’s comment has been stated below in its entirety, with the Company’s response set out immediately underneath such comment.
Form 20-F for the Fiscal Year Ended March 31, 2024
3.D Risk Factors, page 1
1. Refer to the first risk factor beginning on page 1 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 your assertions and beliefs of the risk imposed by the PRC legal and regulatory system are uncertain. Please revise future filings to include this risk factor but omit the statement that “the laws and regulations of Mainland China do not currently have any material impact on [y]our business, financial condition and results of operation.”
RESPONSE: We note the Staff’s comment, and in response hereto, respectfully advise the Staff that we will ensure the inclusion of the risks related to doing business in Hong Kong, including the risk factor that the PRC government may exercise significant direct oversight and discretion over the conduct of our business and may intervene or influence our operations, that our 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 our assertions and beliefs of the risk imposed by the PRC legal and regulatory system cannot be certain in our future filings. We will also omit in our future filings 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.”
2. With respect to your disclosure on page 13 of the enforcement of foreign civil liabilities, please revise future filings to also discuss the risks for investors on the enforceability of civil liabilities 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.
RESPONSE: We note the Staff’s comment, and in response hereto, respectfully advise the Staff that we will discuss the risks for investors on the enforceability of civil liabilities 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 in our future filings.
We hope this response has addressed all of the Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained herein, please contact the Company’s securities counsel William S. Rosenstadt, Esq., Mengyi “Jason” Ye, Esq. or Yarona Yieh, Esq. of Ortoli Rosenstadt LLP at wsr@orllp.legal, jye@orllp.legal or yly@orllp.legal.
Very truly yours,
/s/ Sze Ho Chan
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Garden Stage Limited
30th Floor, China Insurance Group Building
141 Des Voeux Road Central
Central, Hong Kong
February 5, 2025
Via EDGAR
Division of Corporation Finance
Office of Crypto Assets
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C., 20549
Attn: Kate Tillan
David Irving
Re: Garden
Stage Limited
Form 20-F for the Fiscal Year Ended March 31,
2024
File No. 001-41879
Dear Mr. Irving and Ms. Tillan:
This letter is being submitted in response to the letter dated January
21, 2025 from the U.S. Securities and Exchange Commission (the “Commission”) in which the staff of the Commission (the “Staff”)
commented on the above-referenced Form 20-F for the fiscal year ended March 31, 2024 submitted on July 31, 2024.
For the Staff’s convenience, the Staff’s comment has been
stated below in its entirety, with the Company’s response set out immediately underneath such comment.
Form 20-F for the Fiscal Year Ended March 31, 2024
3.D Risk Factors, page 1
1. Refer to the first risk factor beginning on page 1 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 your assertions
and beliefs of the risk imposed by the PRC legal and regulatory system are uncertain. Please revise future filings to include this risk
factor but omit the statement that “the laws and regulations of Mainland China do not currently have any material impact on [y]our
business, financial condition and results of operation.”
RESPONSE: We note the Staff’s comment, and in response
hereto, respectfully advise the Staff that we will ensure the inclusion of the risks related to doing business in Hong Kong, including
the risk factor that the PRC government may exercise significant direct oversight and discretion over the conduct of our business and
may intervene or influence our operations, that our 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 our assertions and beliefs of the risk imposed by the PRC legal and regulatory system cannot be certain in our future filings.
We will also omit in our future filings 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.”
2. With respect to your disclosure on page 13 of the enforcement of foreign civil liabilities, please revise future filings to also
discuss the risks for investors on the enforceability of civil liabilities 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.
RESPONSE: We note the Staff’s comment, and in response
hereto, respectfully advise the Staff that we will discuss the risks for investors on the enforceability of civil liabilities 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 in our future filings.
We hope this response has addressed all of the Staff’s concerns
relating to the comment letter. Should you have additional questions regarding the information contained herein, please contact the Company’s
securities counsel William S. Rosenstadt, Esq., Mengyi “Jason” Ye, Esq. or Yarona Yieh, Esq. of Ortoli Rosenstadt LLP at wsr@orllp.legal,
jye@orllp.legal or yly@orllp.legal.
Very truly yours,
/s/ Sze Ho Chan
Sze Ho Chan
Title: Chief Executive Officer and Interim Chief Financial Officer