Correspondence 0001104659-23-074152 from EShallGo Inc. (EHGO)
EShallGo Inc.
Date: June 23, 2023 · CIK: 0001879754 · Accession: 0001104659-23-074152
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-271478
Letter
Division of Corporation Finance Office of Trade & Services Washington, D.C. 20549-4720 Attn: Scott Anderegg Re: Eshallgo Inc Amendment No. 1 to Registration Statement on Form F-1 Filed May 25, 2023 File No.333-271478
Dear Mr. Anderegg:
This letter is in response to your letter on May 11, 2023 in which you provided a comment to the Registration Statement on Form F-1 (the “Registration Statement”) of Eshallgo Inc (the “Company”) filed with the U.S. Securities and Exchange Commission on April 27, 2023. On the date hereof, the Company has submitted Amendment No. 1 to Registration Statement on Form F-1 (“Amendment No. 1”). We set forth below in bold the comment in your letter relating to the F-1 followed by our response to the comment.
Amendment No. 1 to Registration Statement on Form F-1 filed May 25, 2023
The completion of filing procedure with the CSRC will be required in connection with this offering, ..., page 61
1. We note your revisions and written response to our comment 1. In regard to your disclosure on page 61, it both states, "[o]ur PRC counsel, Beijing Docvit Law Firm, has advised us based on their understanding of the current PRC laws, rules and regulations that the CSRC’s prior approval is not required for the listing and trading of our ordinary shares on Nasdaq in the context of this offering" and "[o]ur PRC counsel, Beijing Docvit Law Firm, has advised us that as of the date of this prospectus, except for the filing procedure with the CSRC per requirement of the Trial Measures, no relevant PRC laws or regulations in effect require that [you] obtain approval or permissions from any PRC authorities." These statements appear to continue to conflict. Please revise or advise.
RESPONSE: We note the Staff’s comment, and in response hereto, respectfully advise the Staff that we have revised disclosures regarding the CRSC compliance on the cover page, as well as on pages 20 and 61.
Notes to Condensed Consolidated Financial Statements (Unaudited) Note 2 - Summary of Significant Accounting Policies Reclassifications, page F-18
2. We note your response to comment 9. Please expand your reclassifications disclosure to explain the reclassification adjustments made. Refer to ASC 205-10-50-1.
RESPONSE: We note the Staff’s comment, and in response hereto, respectfully advise the Staff that we have expanded the reclassifications disclosure on F-18.
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 securities counsel William S. Rosenstadt, Esq., Jason Ye, Esq. or Yarona Yieh, Esq. of Ortoli Rosenstadt LLP at wsr@orllp.legal, jye@orllp.legal or yly@orllp.legal.
Sincerely,
/s/ Qiwei Miao
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Eshallgo Inc
12F Block 16, No.1000 Jinhai Road
Pudong New District
Shanghai, China 201206
June 23, 2023
Division of Corporation
Finance
Office of Trade &
Services
U.S. Securities
and Exchange Commission
Washington, D.C. 20549-4720
Attn: Scott Anderegg
Re:
Eshallgo Inc
Amendment No. 1 to Registration Statement on Form F-1
Filed May 25, 2023
File No.333-271478
Dear Mr. Anderegg:
This letter is in response to your letter on May
11, 2023 in which you provided a comment to the Registration Statement on Form F-1 (the “Registration Statement”) of
Eshallgo Inc (the “Company”) filed with the U.S. Securities and Exchange Commission on April 27, 2023. On the date hereof,
the Company has submitted Amendment No. 1 to Registration Statement on Form F-1 (“Amendment No. 1”). We set forth below
in bold the comment in your letter relating to the F-1 followed by our response to the comment.
Amendment No. 1 to Registration Statement on Form F-1 filed May
25, 2023
The completion of filing procedure with the CSRC will be required
in connection with this offering, ..., page 61
1.
We note your revisions and written response to our comment 1. In regard to your disclosure on page 61, it both states, "[o]ur PRC counsel, Beijing Docvit Law Firm, has advised us based on their understanding of the current PRC laws, rules and regulations that the CSRC’s prior approval is not required for the listing and trading of our ordinary shares on Nasdaq in the context of this offering" and "[o]ur PRC counsel, Beijing Docvit Law Firm, has advised us that as of the date of this prospectus, except for the filing procedure with the CSRC per requirement of the Trial Measures, no relevant PRC laws or regulations in effect require that [you] obtain approval or permissions from any PRC authorities." These statements appear to continue to conflict. Please revise or advise.
RESPONSE: We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that we have revised disclosures regarding the CRSC compliance on the cover page,
as well as on pages 20 and 61.
Notes to Condensed Consolidated Financial
Statements (Unaudited) Note 2 - Summary of Significant Accounting Policies Reclassifications, page F-18
2.
We note your response to comment 9. Please expand your reclassifications disclosure to explain the reclassification adjustments made. Refer to ASC 205-10-50-1.
RESPONSE: We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that we have expanded the reclassifications disclosure on F-18.
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 securities counsel William S. Rosenstadt, Esq., Jason Ye, Esq. or Yarona Yieh, Esq. of Ortoli Rosenstadt
LLP at wsr@orllp.legal, jye@orllp.legal or yly@orllp.legal.
Sincerely,
/s/ Qiwei Miao
Qiwei Miao
Chief Executive Officer