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                             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.
 Sze Ho Chan
FirstName  LastNameSze
Garden Stage  Limited Ho Chan
Comapany
July       NameGarden Stage Limited
     27, 2023
July 27,
Page  2 2023 Page 2
FirstName LastName
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.
 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,
FirstName LastNameSze Ho Chan
                                                           Division of
Corporation Finance
Comapany NameGarden Stage Limited
                                                           Office of Finance
July 27, 2023 Page 3
cc:       Yarona L. Yieh, Esq.
FirstName LastName