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.
2.     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
 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.
8.     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
 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