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CORRESP
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 Eshallgo Inc.

 12F Block 16, No.1000 Jinhai Road

 Pudong New District

 Shanghai, China 201206

 April 11, 2025

 VIA EDGAR

 Division of Corporation Finance

 Office of Trade & Services

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C., 20549

 Attention:
 Scott Anderegg

 Cara Wirth

 Re:
 Eshallgo Inc.

 Annual Report on Form 20-F

 Filed July 31, 2024

 File No. 001-42154

 Ladies and Gentlemen:

 We are in receipt of the comment letter dated
March 28, 2025 regarding Eshallgo Inc. (the "Company", "Eshallgo Cayman" or "we") from the U.S. Securities
and Exchange Commission staff (the "Staff"). As requested by the Staff, we have provided responses to the questions raised
by the Staff. For your convenience, the summarized matters are listed below, followed by our responses:

 Annual Report on Form 20-F Filed July 31, 2024

 General

 1. Please
provide more specific and prominent disclosures about the legal and operational risks associated with China-based companies. To the extent
the Division of Corporation Finance's Sample Letter to China-Based Companies, issued by the Staff in December 2021, requests disclosure
on the prospectus cover page or in the prospectus summary, please provide such disclosure in a separate section at the beginning of Item
3 of Form 20-F. For example, include disclosure regarding the legal and operational risks, permissions and approvals that you, your subsidiaries
or the VIEs are required to obtain from Chinese authorities to operate your business as well as summary risk factors. In addition, include
a discussion of the transfer of cash within the company in Item 5 of Form 20-F. Please explain to us how you will revise future filings
to comply with our comment by providing us with a response letter with your proposed disclosures.

 RESPONSE: We note the Staff's
comment, and, in response hereto, respectfully advise the Staff that we will revise future filings to comply with the Staff's comment
in the following ways:

 We will update Item 3 of Form 20-F to
include a separate section at the beginning outlining the following disclosures:

 Cayman Holding Company

 We are incorporated in the Cayman Islands.
As a holding company with no material operations of our own, we conduct our operations in China through the variable interest entities,
Junzhang Digital Technology (Beijing) Co., Ltd. and Junzhang Digital Technology (Shanghai) Co., Ltd., or Junzhang Beijing and Junzhang
Shanghai, (the "VIEs"). This structure involves unique risks to investors. We commenced our commercial operations in 2015
through Junzhang Digital Technology (Shanghai) Co., Ltd.. On June 16, 2021, to facilitate offshore financing, we incorporated Eshallgo
Inc. under the laws of the Cayman Islands as our offshore holding company. On June 30, 2021, we established Junzhang Monarch Limited,
or Junzhang HK, our wholly-owned Hong Kong subsidiary, and on July 22, 2021, we established Shanghai Eshallgo Enterprise Development (Group)
Co., Ltd., or WOFE, which is a wholly-owned subsidiary of Junzhang HK and does not engage in any businee activity.

 You are not investing in Junzhang Beijing
or Junzhang Shanghai, the VIEs. Neither we nor our subsidiaries own any share in, Junzhang Beijing and Junzhang Shanghai. Instead, we
receive the economic benefits of, Junzhang Beijing or Junzhang Shanghai's business operation through a series of contractual agreements,
or the VIE Agreements, which have not been tested in court. As a result of our indirect ownership in the Wholly Foreign-Owned Enterprise
(the "WFOE") and the VIE Agreements, we are regarded as the primary beneficiary of the VIE. The VIE structure provides contractual
exposure to foreign investment in Chinese-based companies where Chinese law prohibits direct foreign investment in the operating companies
and investors directly holding equity interests in the Chinese operating entities. However, as of the date of this annual report, the
VIE agreements have not been tested in a court of law. We and our investors do not have an equity ownership in, direct foreign investment
in, or control through such ownership/investment of the VIEs. Therefore, the VIE agreements do not give us the same controlling power
as if we had equity ownership in the VIE. In August and December 2021, Eshallgo WFOE, which is our PRC subsidiary, Junzhang Shanghai and
Junzhang Beijing, and shareholders of Junzhang Shanghai and Junzhang Beijing entered into a series of contractual agreements (the "VIE
Agreements") that established the VIE structure. We have evaluated the guidance in FASB ASC 810 and determined that Eshallgo WFOE
is the primary beneficiary of Junzhang Shanghai and Junzhang Beijing and their subsidiaries, for accounting purposes, because, pursuant
to the VIE Agreements, the VIE shall pay service fees equal to all of its net income to Eshallgo WFOE, while Eshallgo WFOE has the power
to direct the activities of the VIEs that can significantly impact the VIEs' economic performance and is obligated to absorb all
of losses of the VIEs. Such contractual arrangements are designed so that the operations of the VIEs are solely for the benefit of Eshallgo
WFOE and, ultimately, Eshallgo. Eshallgo has indirect ownership in 100% of the equity in Eshallgo WFOE. Accordingly, under U.S. GAAP,
we treat the VIE and its subsidiaries as consolidated affiliated entities and have consolidated their financial results in our financial
statements. Junzhang Shanghai, Junzhang Beijing and their subsidiaries are based in China and are engaged in value-added telecommunication
services. Due to PRC legal restrictions on foreign ownership in the value-added telecommunication services, we do not own any equity interest
in the VIEs.

 Investors are investing in Eshallgo
Inc, our holding company incorporated in Cayman Islands, and you are not investing in to Junzhang Digital Technology (Shanghai) Co., Ltd.
and Junzhang Digital Technology (Beijing) Co., Ltd., the VIEs, in China. Our subsidiaries and the VIEs conduct operations in China, and
the VIEs are consolidated for accounting purposes but are not entities in which you will own equity, and our holding company does not
conduct operations. Investors in our Class A Ordinary Shares should be aware that they will not and may never directly hold equity interests
in the VIEs or the PRC operating entities under the VIEs, but rather purchasing equity solely in Eshallgo Inc, our Cayman Islands holding
company. Furthermore, shareholders may face difficulties enforcing their legal rights under United States securities laws against our
directors and officers who are located outside of the United States.

 Because of our corporate structure,
we are subject to risks due to uncertainty of the interpretation and the application of the PRC laws and regulations, including but not
limited to limitation on foreign ownership of internet technology companies, and regulatory review of oversea listing of PRC companies
through a special purpose vehicle, and the validity and enforcement of the VIE Agreements. We must rely on contractual rights through
our VIE structure to effect control over and management of VIE, which exposes us to the risk of potential breach of contract by the shareholders
of VIE. We are also subject to the risks of uncertainty about any future actions of the PRC government in this regard. The VIE Agreements
have not been tested in a court of law and may not be effective in providing control over the VIEs, and we are subject to risks due to
the uncertainty of the interpretation and application of the laws and regulations of the PRC regarding the VIEs and the VIE structure.
We may also be subject to sanctions imposed by PRC regulatory agencies including Chinese Securities Regulatory Commission if we fail to
comply with their rules and regulations. If the Chinese regulatory authorities disallow this VIE structure in the future, it will likely
result in a material change in our financial performance and our results of operations and/or the value of our ordinary shares, which
could cause the value of such securities to significantly decline or become worthless. For a detailed description of the risks relating
to the VIE structure, doing business in the PRC, and the offering as a result of the structure. We will include cross referecence of risk
factors in future filings.

 Legal and Operation Risks

 We are subject to certain legal and
operational risks associated with the VIEs' operations in China. PRC laws and regulations governing our current business operations
are sometimes vague and uncertain, and therefore, these risks may result in a material change in the VIEs' operations, significant
depreciation of the value of our ordinary shares, or a complete hinderance of our ability to offer or continue to offer our securities
to investors and cause the value of such securities to significantly decline or be worthless. Recently, the PRC government initiated a
series of regulatory actions and statements to regulate business operations in China with little advance notice, including cracking down
on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using variable interest
entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement.
Since these statements and regulatory actions are new, it is highly uncertain how soon legislative or administrative regulation making
bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated,
if any, and the potential impact such modified or new laws and regulations will have on our daily business operation, the ability to accept
foreign investments and list on an U.S. or other foreign exchange. As of the date of this annual report, neither we nor the VIEs have
been involved in any investigations or received any inquiry, notice, warning, or sanctions regarding our planned overseas listing from
the China Securities Regulatory Commission or any other PRC governmental authorities. As confirmed by our PRC counsel, Beijing DOCVIT
Law Firm, we will not be subject to cybersecurity review with the Cyberspace Administration of China, or the "CAC," pursuant
to the Cybersecurity Review Measures, which became effective on February 15, 2022 because (1) we currently do not have over one million
users' personal information; (2) we do not collect data that affects or may affect national security and we do not anticipate that
we will be collecting over one million users' personal information or data that affects or may affect national security in the foreseeable
future, which we understand might otherwise subject us to the Cybersecurity Review Measures. Since these statements and regulatory actions
are newly published, however, official guidance and related implementation rules have not been issued. It is highly uncertain what the
potential impact such modified or new laws and regulations will have on the daily business operations of our subsidiaries and VIEs, our
ability to accept foreign investments, and our listing on an U.S. exchange. The Standing Committee of the National People's Congress
(the "SCNPC") or PRC regulatory authorities may in the future promulgate laws, regulations, or implementing rules that require
us, our subsidiaries, or the VIEs to obtain regulatory approval from Chinese authorities before listing in the U.S.

 Regulatory Permissions

 As of the date of this annual report,
our PRC subsidiaries have obtained all necessary licenses, permissions, or approvals that are required for conducting our operations in
China, such as business licenses and value-added telecommunications business licenses. However, it is uncertain whether we or our PRC
subsidiaries will be required to obtain additional approvals, licenses, or permits in connection with our business operations pursuant
to evolving PRC laws and regulations, and whether we would be able to obtain and renew such approvals on a timely basis or at all. Failing
to do so could result in a material change in our operations, and the value of our Ordinary Shares could depreciate significantly or become
worthless.

 As of the date of this annual report,
as advised by our PRC counsel, Beijing DOCVIC law firm, we, our subsidiaries and VIEs, (1) are not required to obtain permissions from
any PRC authorities to operate our business or issue our securities to foreign investors, (2) are not subject to permission requirements
from the China Securities Regulatory Commission, or the CSRC, the Cyberspace Administration of China, or the CAC, or any other PRC governmental
agencies that is required to approve our PRC subsidiaries' operations, and (3) have not received or were denial such permission
by any PRC authorities. Given the current PRC regulatory environment, it is uncertain when and whether we or our subsidiaries will be
required to obtain permission from the PRC government to list on the U.S. exchanges in the future, and even when such permission is obtained,
whether it will be denied or rescinded. We have been closely monitoring regulatory developments in China regarding any necessary approvals
from the CSRC, CAC or other PRC governmental authorities. However, there remains significant uncertainty as to the enactment, interpretation
and implementation of regulatory requirements related to overseas securities offerings and other capital market activities. If we and
our subsidiaries (1) do not receive or maintain such permissions or approvals, should the approval is required in the future by the PRC
government, (2) inadvertently conclude that such permissions or approvals are not required, or (3) applicable laws, regulations, or interpretations
change and we are required to obtain such permissions or approvals in the future, our operations and financial conditions could be materially
adversely affected, and our ability to offer securities to investors could be significantly limited or completely hindered and the securities
currently being offered may substantially decline in value and be worthless.

 On August 8, 2006, six PRC regulatory
agencies jointly adopted the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Rules,
which came into effect on September 8, 2006 and were amended on June 22, 2009. The M&A Rules requires that an offshore special purpose
vehicle formed for overseas listing purposes and controlled directly or indirectly by the PRC Citizens shall obtain the approval of the
CSRC prior to overseas listing and trading of such special purpose vehicle's securities on an overseas stock exchange. Based on
our understanding of the Chinese laws and regulations in effect at the time of this annual report, we will not be required to submit an
application to the CSRC for the listing and trading of our Ordinary Shares on the Nasdaq under the M&A Rules. However, there remains
some uncertainty as to how the M&A Rules will be interpreted or implemented, and the opinions of our PRC counsel, Beijing Docvit Law
Firm, summarized above are subject to any new laws, rules and regulations or detailed implementations and interpretations in any form
relating to the M&A Rules. We cannot assure you that relevant Chinese government agencies, including the CSRC, would reach the same
conclusion.

 Recently, the General Office of the
Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the Opinions on Strictly
Cracking Down on Illegal Securities Activities, which were made available to the public on July 6, 2021. The Opinions on Strictly Cracking
Down on Illegal Securities Activities emphasized the need to strengthen the administration over illegal securities activities, and the
need to strengthen the supervision over overseas listi