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SEC Comment Letter 0000000000-23-006840 to EShallGo Inc. (EHGO)

EShallGo Inc.
Date: June 27, 2023 · CIK: 0001879754 · Accession: 0000000000-23-006840

AI Filing Summary & Sentiment

File numbers found in text: 333-271478

Date
June 27, 2023
Author
Not clearly detected
Form
UPLOAD
Company
EShallGo Inc.

Letter

United States securities and exchange commission logo June 27, 2023 Qiwei Miao Chief Executive Officer EShallGo Inc. 12F Block 16, No.1000 Jinhai Road Pudong New District Shanghai, China 201206 Re:EShallGo Inc. Amendment No. 2 to Registration Statement on Form F-1 Filed June 23, 2023 File No. 333-271478 Dear Qiwei Miao: 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. Amendment No. 2 to Registration Statement on Form F-1 We may experience extreme stock price volatility..., page 65 1.Please expand your risk factor regarding potential stock price volatility to specifically address, among others, the following factors: •As a relatively small-capitalization company with relatively small public float, you may experience greater stock price volatility, extreme price run-ups, lower trading volume, and less liquidity than large-capitalization companies; •If trading volumes are low, persons buying or selling in relatively small quantities may easily influence the prices of your shares; •A decline in the market price of your shares could adversely affect your ability to issue additional shares of common stock or of other securities and your ability to

FirstName LastNameQiwei Miao Comapany NameEShallGo Inc. June 27, 2023 Page 2 FirstName LastName Qiwei Miao EShallGo Inc. June 27, 2023 Page 2 obtain additional financing in the future; •Shareholders may be unable to readily sell their shares or may be unable to sell their shares at all if an active market does not develop. Exhibit 23.1 - Consent of Independent Registered Public Accounting Firm, page 1 2.Please revise to include a currently dated consent of the independent registered public accounting firm. 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. You may contact Suying Li at 202-551-3335 or Linda Cvrkel at 202-551-3813 if you have questions regarding comments on the financial statements and related matters. Please contact Scott Anderegg at 202-551-3342 or Mara Ransom at 202-551-3264 with any other questions. Sincerely, Division of Corporation Finance Office of Trade & Services

Show Raw Text
United States securities and exchange commission logo
June 27, 2023
Qiwei Miao
Chief Executive Officer
EShallGo Inc.
12F Block 16, No.1000 Jinhai Road
Pudong New District
Shanghai, China 201206
Re:EShallGo Inc.
Amendment No. 2 to Registration Statement on Form F-1
Filed June 23, 2023
File No. 333-271478
Dear Qiwei Miao:
            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.
Amendment No. 2 to Registration Statement on Form F-1
We may experience extreme stock price volatility..., page 65
1.Please expand your risk factor regarding potential stock price volatility to specifically
address, among others, the following factors:
•As a relatively small-capitalization company with relatively small public float, you
may experience greater stock price volatility, extreme price run-ups, lower trading
volume, and less liquidity than large-capitalization companies;
•If trading volumes are low, persons buying or selling in relatively small quantities
may easily influence the prices of your shares;
•A decline in the market price of your shares could adversely affect your ability to
issue additional shares of common stock or of other securities and your ability to

 FirstName LastNameQiwei Miao
 Comapany NameEShallGo Inc.
 June 27, 2023 Page 2
 FirstName LastName
Qiwei Miao
EShallGo Inc.
June 27, 2023
Page 2
obtain additional financing in the future;
•Shareholders may be unable to readily sell their shares or may be unable to sell their
shares at all if an active market does not develop.
Exhibit 23.1 - Consent of Independent Registered Public Accounting Firm, page 1
2.Please revise to include a currently dated consent of the independent registered public
accounting firm.
            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.
            You may contact Suying Li at 202-551-3335 or Linda Cvrkel at 202-551-3813 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Scott Anderegg at 202-551-3342 or Mara Ransom at 202-551-3264 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services