Correspondence 0001104659-24-013424 from EShallGo Inc. (EHGO)
EShallGo Inc.
Date: Feb. 9, 2024 · CIK: 0001879754 · Accession: 0001104659-24-013424
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-271478
Letter
Division of Corporation Finance Office of Trade & Services Eshallgo Inc Amendment No. 7 to Registration Statement on Form F-1 Filed December 18, 2023 File No. 333-271478
Dear Mr. Anderegg:
This letter is in response to your letter on December 21, 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 December 18, 2023. On the date hereof, the Company has submitted Amendment No. 7 to Registration Statement on Form F-1 (“Amendment No. 7”). 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. 6 to Registration Statement on Form F-1 filed December 18, 2023
PRC laws and regulations governing our current business operations are sometimes vague and uncertain, page 49
1. We note that your risk factor disclosure states (emphasis added) that: "The laws and regulations are sometimes vague and may be subject to future changes, and their official interpretation and enforcement are not always uniform." Your June 30, 2023 risk factor disclosure stated that this risk "may involve substantial uncertainty." Please revise your risk factor to the June 30, 2023 language.
RESPONSE: We note the Staff’s comment, and in response hereto, respectfully advise the Staff that the risk factor similarly situated on page 49 of the June 30, 2023 language, which states (emphasis added) “the interpretations of many laws, regulations, and rules are not always uniform and enforcement of these laws, regulations, and rules involve uncertainties,” indeed involves the underlined phrase “not always uniform,” and the phrase “may involve substantial uncertainty” has been used throughout that risk factor to the extent the logic follows contextually. We also respectfully advise the Staff that subsequent filings to June 30, 2023, i.e., Amendment No. 4 filed on May 25, 2023, also involved a combination and revision of a repetitive and similar risk factor. Accordingly, we have revised the risk factor to the extent most consistent to the June 30, 2023 filing on page 48 of Amendment No. 7.
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
February 9, 2024
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. 7 to Registration Statement on Form F-1
Filed December 18, 2023
File No. 333-271478
Dear Mr. Anderegg:
This letter is in response to your letter on December 21,
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 December 18, 2023. On the date hereof,
the Company has submitted Amendment No. 7 to Registration Statement on Form F-1 (“Amendment No. 7”). 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. 6 to Registration Statement on Form F-1
filed December 18, 2023
PRC laws and regulations governing our current business operations
are sometimes vague and uncertain, page 49
1.
We note that your risk factor disclosure states (emphasis added) that: "The laws and regulations are sometimes vague and may be subject to future changes, and their official interpretation and enforcement are not always uniform." Your June 30, 2023 risk factor disclosure stated that this risk "may involve substantial uncertainty." Please revise your risk factor to the June 30, 2023 language.
RESPONSE: We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that the risk factor similarly situated on page 49 of the June 30, 2023
language, which states (emphasis added) “the interpretations of many laws, regulations, and rules are not always uniform
and enforcement of these laws, regulations, and rules involve uncertainties,” indeed involves the underlined phrase “not
always uniform,” and the phrase “may involve substantial uncertainty” has been used throughout that risk factor to the
extent the logic follows contextually. We also respectfully advise the Staff that subsequent filings to June 30, 2023, i.e., Amendment
No. 4 filed on May 25, 2023, also involved a combination and revision of a repetitive and similar risk factor. Accordingly,
we have revised the risk factor to the extent most consistent to the June 30, 2023 filing on page 48 of Amendment No. 7.
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