Correspondence 0001104659-23-001628 from ETAO International Co., Ltd. (ETAOF) (CIK 0001939696)
ETAO International Co., Ltd. (ETAOF) (CIK 0001939696)
Date: Jan. 5, 2023 · CIK: 0001939696 · Accession: 0001104659-23-001628
AI Filing Summary & Sentiment
File numbers found in text: 333-268819
Referenced dates: January 4, 2023
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CORRESP
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filename1.htm
345 Park Avenue
New York, NY 10154
Main
212.407.4000
Fax
212.407.4990
jwww.loeb.com
January 5, 2023
Via EDGAR
Division of Corporation Finance
Office of Manufacturing
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Attn:
Jordan Nimitz
Christine Westbrook
Re:
ETAO International Co., Ltd.
Registration Statement on Form F-4
Filed December 29, 2022
File No. 333-268819
Dear Ms.Nimitz and Ms. Westbrook:
On behalf of ETAO International Co., Ltd.
(the “Company”), we are hereby responding to the letter dated January 4, 2023 (the “Comment Letter”) from
the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), regarding the Company’s
Registration Statement on Form F-4 confidentially submitted to the Commission on December 29, 2022 (the “Registration
Statement”). In response to the Comment Letter and to update certain information in the Registration Statement, the Company is submitting
Amendment No. 2 to the Registration Statement (the “Revised Registration Statement”) to the Commission today.
For ease of reference, the text of the Staff’s
comment is included in bold-face type below, followed by the Company’s response.
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.
RESPONSE:
The Company acknowledges the Staff’s comment and has revised disclosures on pages 109 and 110 of the Revised Registration Statement.
Please call Andrei Sirabionian of Loeb &
Loeb LLP at (212) 407-4089 or Huan Lou of Sichenzia Ross Ference LLP at (212) 930-9700 if you would like additional information with respect
to any of the foregoing. Thank you.
Sincerely,
/s/ Loeb & Loeb LLP
Loeb & Loeb LLP