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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

Date
January 5, 2023
Author
/s/ Loeb & Loeb LLP
Form
CORRESP
Company
ETAO International Co., Ltd. (ETAOF) (CIK 0001939696)

Letter

Via EDGAR Division of Corporation Finance Office of Manufacturing 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

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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