SEC Comment Letter 0000000000-24-006298 to EShallGo Inc. (EHGO)
EShallGo Inc.
Date: May 31, 2024 · CIK: 0001879754 · Accession: 0000000000-24-006298
AI Filing Summary & Sentiment
File numbers found in text: 333-271478
Letter
United States securities and exchange commission logo May 31, 2024 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. 9 to Registration Statement on Form F-1 Filed May 17, 2024 File No. 333-271478 Dear Qiwei Miao: We have reviewed your amended 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. Amendment No. 9 to Registration Statement on Form F-1 Filed May 17, 2024 Exhibit 5.1, page i 1.We note that Harney Westwood & Riegels has provide a legal opinion concerning the issuance "of up to 1,500,000 class A ordinary shares of par value of US$0.0001 each of the Company, plus an additional 450,000 class A ordinary shares of par value of US$0.0001 each of the Company that may be issued upon exercise of the underwriter’s over-allotment option (the Shares)." However, according to your filing the overallotment option is an additional 225,000 class A ordinary shares. Please revise or advise. Director and Executive Compensation, page 165 2.Revise to update this discussion for the fiscal year ended March 31, 2024, consistent with Item 6.B. of Form 20-F. This comment also applies to your related party transaction disclosure on page 166. Refer to Item 7.B. of Form 20-F.
FirstName LastNameQiwei Miao Comapany NameEShallGo Inc. May 31, 2024 Page 2 FirstName LastName Qiwei Miao EShallGo Inc. May 31, 2024 Page 2 Please contact Suying Li at 202-551-3335 or Rufus Decker at 202-551-3769 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
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United States securities and exchange commission logo
May 31, 2024
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. 9 to Registration Statement on Form F-1
Filed May 17, 2024
File No. 333-271478
Dear Qiwei Miao:
We have reviewed your amended 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.
Amendment No. 9 to Registration Statement on Form F-1 Filed May 17, 2024
Exhibit 5.1, page i
1.We note that Harney Westwood & Riegels has provide a legal opinion concerning the
issuance "of up to 1,500,000 class A ordinary shares of par value of US$0.0001 each of
the Company, plus an additional 450,000 class A ordinary shares of par value of
US$0.0001 each of the Company that may be issued upon exercise of the underwriter’s
over-allotment option (the Shares)." However, according to your filing the overallotment
option is an additional 225,000 class A ordinary shares. Please revise or advise.
Director and Executive Compensation, page 165
2.Revise to update this discussion for the fiscal year ended March 31, 2024, consistent with
Item 6.B. of Form 20-F. This comment also applies to your related party transaction
disclosure on page 166. Refer to Item 7.B. of Form 20-F.
FirstName LastNameQiwei Miao
Comapany NameEShallGo Inc.
May 31, 2024 Page 2
FirstName LastName
Qiwei Miao
EShallGo Inc.
May 31, 2024
Page 2
Please contact Suying Li at 202-551-3335 or Rufus Decker at 202-551-3769 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