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November 15, 2022
Wensheng Liu
Chief Executive Officer
ETAO International Co., Ltd.
1460 Broadway, 14th Floor
New York, NY 10036
Re:ETAO International Co., Ltd.
Amendment No. 2 to Draft Registration Statement on Form F-4
Submitted November 2, 2022
CIK 0001939696
Dear Wensheng Liu:
            We have reviewed your amended draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 2 to Draft Registration Statement on Form S-4 submitted November 1, 2022
Summary of the Proxy Statement/Prospectus, page 19
1.We note your revisions in response to our prior comment 3 and reissue in part. Please
revise your organization chart to disclose the person or entity that owns the equity in each
depicted entity, or otherwise please explain why you cannot disclose such persons. We
also note your disclosure on page 68 that "ETAO may have to incur substantial costs and
expend additional resources to enforce such arrangements." Please include this statement
in the section titled, "Summary of challenges and risks involved in the VIE Arrangements
and enforcing the VIE Agreements" within the Summary of the Prospectus.

 FirstName LastNameWensheng Liu
 Comapany NameETAO International Co., Ltd.
 November 15, 2022 Page 2
 FirstName LastName
Wensheng Liu
ETAO International Co., Ltd.
November 15, 2022
Page 2
Parties to the Business Combination
High-Tech Drug Development/Telemedicine, page 26
2.We note your revisions in response to our prior comment 5 and reissue in part. We note
that DNurse and DTalks utilize "medical big data" to provide their services. Please
describe the sources of this data, including whether it is collected from users and the
extent to which the entities rely on the collection of user data.
Risks Related to Doing Business In China, page 43
3.We note your response to our prior comment 6, which we reissue in part. Please revise
your summary of risk factors to specifically discuss the risk that the Chinese government
may intervene or influence your operations at any time.
Background of the Business Combination, page 141
4.We note your response and revisions in response to our prior comment 10. Please revise to
provide the basis for selecting Yidu as the telemedicine company most comparable to
ETAO. Please also describe how you arrived at the 20.5x P/S multiple that the Board used
to estimate ETAO's initial and, if applicable, subsequent valuation, including any
underlying assumptions and limitations. Please also revise to present the projections in
tabular or narrative form and remove the graphic on page 149 from the prospectus as its
prominence is inappropriate. Additionally, please describe the methodology used by the
MCAE board to "analyze the Chinese telemedicine industry as a whole," as referenced on
page 150.
Intellectual Property, page 223
5.We note your revisions in response to our prior comment 14. We note that Patent Nos. 21-
28 still do not include anticipated expiration dates. Please revise to include the anticipated
expiration dates if issued.
Industry Overview, page 235
6.We have reviewed your revisions in response to our prior comment 15. We note your
description of three recent policy developments relating to China's online healthcare
services industry. Please describe any regulations or guidance in these policies that will be
relevant to you and how you intend to satisfy those requirements.

 FirstName LastNameWensheng Liu
 Comapany NameETAO International Co., Ltd.
 November 15, 2022 Page 3
 FirstName LastName
Wensheng Liu
ETAO International Co., Ltd.
November 15, 2022
Page 3
Management's Discussion and Analysis of Financial Condition and Results of Operations of
ETAO
Liquidity and Capital Resources, page 276
7.Please update your discussion of liquidity for the six month period ended June 30, 2022,
including a discussion and analysis of significant changes operating, investing, and
financing cash flows from the prior comparative period.  You may wish to refer to Section
501.03.a of the Financial Reporting Codification for guidance.
ETAO International Group
Financial Statements for the Six Months Ended June 30, 2022 and 2021, page F-126
8.Please revise your interim financial statements to clearly mark as "unaudited" each page
of the information accompanying your auditor's review report in accordance with
paragraph .37D of AS 4105.
Note 2. Summary of Significant Accounting Policies
Revenue Recognition
4. Provision of medical technology services, page F-141
9.Please revise your accounting policy disclosure here and page F-60 as was done in
response to our prior comment 16 on page 262.
            You may contact Tracie Mariner at 202-551-3744 or Sasha Parikh at 202-551-3627 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Jordan Nimitz at 202-551-5831 or Christine Westbrook at 202-551-5019 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Mitchell Nussbaum, Esq.