SEC Comment Letter 0000000000-23-000085 to ETAO International Co., Ltd. (ETAOF) (CIK 0001939696)
ETAO International Co., Ltd. (ETAOF) (CIK 0001939696)
Date: Jan. 4, 2023 · CIK: 0001939696 · Accession: 0000000000-23-000085
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File numbers found in text: 333-268819
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United States securities and exchange commission logo
January 4, 2023
Zihao Zhao
Sole Director
ETAO International Co., Ltd.
1460 Broadway, 14th Floor
New York, NY 10036
Re:ETAO International Co., Ltd.
Amendment No. 1 to Registration Statement on Form F-4
Filed December 29, 2022
File No. 333-268819
Dear Zihao Zhao:
We have reviewed your amended registration statement and have the following
comment. In our comment, we may ask you to provide us with information so we may better
understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our 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 comment, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our December 23, 2022 letter.
Amendment No. 1 to Form F-4 filed December 29, 2022
Risks Related to MCAE and the Business Combination, page 106
1.We note your revisions in response to our prior comment 2 and reissue. Please discuss
under an appropriate heading in the risk factors section the potential risks that investors
may face if the NTA Requirement Amendment is approved. Address in your revisions the
potential impact on your cash position following the business combination.
FirstName LastNameZihao Zhao
Comapany NameETAO International Co., Ltd.
January 4, 2023 Page 2
FirstName LastName
Zihao Zhao
ETAO International Co., Ltd.
January 4, 2023
Page 2
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.