Correspondence 0001213900-25-019445 from Garden Stage Ltd (GSIW) (CIK 0001954269) (GSIW)
Garden Stage Ltd (GSIW) (CIK 0001954269)
Date: March 3, 2025 · CIK: 0001954269 · Accession: 0001213900-25-019445
AI Filing Summary & Sentiment
File numbers found in text: 333-283618
Letter
Garden Stage Limited
30th Floor, China Insurance Group Building
141 Des Voeux Road Central
Central, Hong Kong
March 3, 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
Attention:
Jessica Livingston
Sonia Bednarowski
Re: Garden Stage Limited
Registration Statement on Form F-3 Filed
December 5, 2024
File No. 333-283618
Ladies and Gentlemen:
We are in receipt of an oral comment, regarding Garden Stage Limited (the “Company”, “Garden Stage Cayman” or “we”) from the U.S. Securities and Exchange Commission staff (the “Staff”). An amendment to Registration Statement on Form F-3 (the “F-3”) is being submitted to accompany this letter. As requested by the Staff, we have provided the response to the question raised by the Staff. For your convenience, the summarized matters are listed below, followed by our responses:
Part II
Exhibits, page II-1
1. Please add a footnote that such exhibits will be filed in accordance with Section 305(b)(2) of the Trust Indenture Act or filed separately on an electronic basis on Form T-1.
RESPONSE: We note the Staff’s comment, and, in response hereto, respectfully advise the Staff that we have revised our registration statement to add a footnote that such exhibit will be filed separately on an electronic basis on Form T-1 in accordance with Section 305(b)(2) of the Trust Indenture Act.
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 our outside securities counsel William S. Rosenstadt, Esq. or Mengyi “Jason” Ye, Esq. of Ortoli Rosenstadt LLP at wsr@orllp.legal or jye@orllp.legal.
Very truly yours,
By:
/s/ Szh Ho, Chan
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CORRESP
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Garden Stage Limited
30th Floor, China Insurance Group Building
141 Des Voeux Road Central
Central, Hong Kong
March 3, 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
Attention:
Jessica Livingston
Sonia Bednarowski
Re: Garden
Stage Limited
Registration Statement on Form F-3 Filed
December
5, 2024
File
No. 333-283618
Ladies and Gentlemen:
We are in receipt of an oral comment, regarding
Garden Stage Limited (the “Company”, “Garden Stage Cayman” or “we”) from the U.S. Securities and Exchange
Commission staff (the “Staff”). An amendment to Registration Statement on Form F-3 (the “F-3”) is being submitted
to accompany this letter. As requested by the Staff, we have provided the response to the question raised by the Staff. For your convenience,
the summarized matters are listed below, followed by our responses:
Part II
Exhibits, page II-1
1.
Please add a footnote that such exhibits will be filed in accordance with Section 305(b)(2) of the Trust Indenture Act or filed separately on an electronic basis on Form T-1.
RESPONSE: We note the Staff’s
comment, and, in response hereto, respectfully advise the Staff that we have revised our registration statement to add a footnote that
such exhibit will be filed separately on an electronic basis on Form T-1 in accordance with Section 305(b)(2) of the Trust Indenture Act.
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 our outside
securities counsel William S. Rosenstadt, Esq. or Mengyi “Jason” Ye, Esq. of Ortoli Rosenstadt LLP at wsr@orllp.legal or jye@orllp.legal.
Very truly yours,
By:
/s/ Szh Ho, Chan
Name:
Sze Ho, Chan
Title:
Chief Executive Officer