SecProbe.io

CORRESP
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filename1.htm

    Direct
    Phone: 703.618.2503

    jeffrey.li@fisherBroyles.com

September
3, 2024

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Energy & Transportation

100
F Street, N.E.

Washington,
D.C. 20549

    Attn:
    Myra
    Moosariparambil

    Shannon
    Buskirk

    Michael
    Purcell

    Liz
    Packebusch

    Re:
    Eastern
    International Ltd.

    Amendment
    No. 2 to Draft Registration Statement on Form F-1

    Submitted
    July 31, 2024

    CIK
    No. 0002013320

Ladies
and Gentlemen:

On
behalf of our client, Eastern International Ltd, a foreign private issuer organized under the laws of Cayman Islands (the “Company”,
“We” or “Our”), we are submitting this letter and the following information in response to a letter,
dated August 14, 2024, from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
with respect to the Company’s Confidential Draft Registration Statement on Form F-1 (the “Draft Registration Statement”)
submitted to the Commission on March 22, 2024, amended on June 12, 2024 and July 31, 2024. Concurrently with the submission of this letter,
the Company is filing herewith its registration statement on Form F-1 (the “Registration Statement”) and certain
exhibits via EDGAR to the Commission.

To
facilitate your review, we have separately delivered to you a courtesy copy of the Registration Statement, marked to show changes to
the Draft Registration Statement.

The
Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references
in the Registration Statement where the language addressing a particular comment appears. Capitalized terms used in this letter but otherwise
not defined herein shall have the meanings ascribed to such terms in the Registration Statement.

In
addition to revising the disclosure in response to the Staff’s comments, the Company has also included other information and data
to reflect recent developments.

Amendment
No. 2 to Draft Registration Statement on Form F-1

Risk Factors

Risks
Related to Our Business, page 12

    1.

    We
    note your response to prior comment 1 and reissue it in part. Please revise your risk factor on page 28 to state, as in this section,
    that Hong Kong has no arrangement for the reciprocal enforcement of judgments with the United States and that, as a result, there
    is uncertainty as to the enforceability in Hong Kong, in original actions or in actions for enforcement, of judgments of U.S. courts
    of civil liabilities predicated solely upon the federal securities laws of the United States or the securities laws of any state
    or territory within the United States.

    Response:
    We have revised our risk factor on page 28 to state that Hong Kong has no arrangement for the reciprocal enforcement of judgments
    with the United States and that, as a result, there is uncertainty as to the enforceability in Hong Kong, in original actions or
    in actions for enforcement, of judgments of U.S. courts of civil liabilities predicated solely upon the federal securities laws of
    the United States or the securities laws of any state or territory within the United States.

General

    2.
    We
    note the changes made to your disclosure appearing on the cover page, Prospectus Summary, and Risk Factor sections relating to the
    legal and operational risks associated with operating in China. It is unclear to us that there have been changes in the regulatory
    environment in the PRC since the amendment that was filed on June 12, 2024, warranting revised disclosure to mitigate the challenges
    you face and related disclosures. The Sample Letters to China-Based Companies sought specific disclosure relating to the risk that
    the PRC government may intervene in or influence your operations at any time, or may exert control over operations of your business,
    which could result in a material change in your operations and/or the value of the securities you are registering for sale. We remind
    you that, pursuant to federal securities rules, the term “control” (including the terms “controlling,” “controlled
    by,” and “under common control with”) as defined in Securities Act Rule 405 means “the possession, direct
    or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership
    of voting securities, by contract, or otherwise.” The Sample Letters also sought specific disclosures relating to uncertainties
    regarding the enforcement of laws and that the rules and regulations in China can change quickly with little advance notice. We do
    not believe that your revised disclosure conveys the same risk. Please restore your disclosures in these areas to the disclosures
    as they existed in the registration statement as of June 12, 2024.

    Response:
    We have restored our disclosures relating to the legal and operational risks associated with operating in China to the disclosures
    as they existed in the Draft Registration Statement as of June 12, 2024.

We
thank the Staff for its review of the foregoing and the Registration Statement. If you have further comments, please feel free to contact
me at Jeffrey.li@fisherbroyles.com or by telephone at (703) 618-2503.

    Very
    truly yours,

    /s/
    Jeffrey Li

    Jeffrey
    Li

Enclosures

    cc:
    Albert
    Wong, Chief Executive Officer of Eastern International Ltd.

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