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Correspondence 0001493152-24-038975 from Eastern International Ltd. (ELOG)

Eastern International Ltd.
Date: Oct. 1, 2024 · CIK: 0002013320 · Accession: 0001493152-24-038975

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File numbers found in text: 333-281900

Date
Oct. 1, 2024
Author
Jeffrey Li
Form
CORRESP
Company
Eastern International Ltd.

Letter

Direct Phone: 703.618.2503

jeffrey.li@fisherBroyles.com

October 1, 2024

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

F Street, N.E.

Washington, D.C. 20549

Attn: Myra Moosariparambil

Shannon Buskirk

Michael Purcell

Liz Packebusch

Re: Eastern International Ltd.

Registration Statement on Form F-1

Filed September 3, 2024

File No. 333-281900

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 September 11, 2024, from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s Registration Statement on Form F-1 (the “Registration Statement”) filed with the Commission on September 3, 2024. Concurrently with the submission of this letter, the Company is filing herewith its Amendment No.1 to the registration statement on Form F-1 (the “Amended 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 Amended Registration Statement, marked to show changes to the Registration Statement filed with the Commission on September 3, 2024.

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.

Registration Statement on Form F-1 Principal Shareholders, page 101

1. Please revise your ownership table to include the total aggregate ownership of each shareholder.

Response: We have revised our ownership table to include the total aggregate voting power of each shareholder on page 101.

Exhibits

2. We note your Memorandum and Articles of Association filed as Exhibit 3.1 provide that unless the directors otherwise prescribe, the financial year of the Company shall end on 31 December in each year. However, you disclose in your prospectus that your fiscal year end is March 31. Please advise or revise.

Response: We have filed the Second Amended and Restated Memorandum and Articles of Association as Exhibit 3.1 which provides that the financial year of the Company shall end on March 31 in each year.

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

Show Raw Text
CORRESP
1
filename1.htm

    Direct
    Phone: 703.618.2503

    jeffrey.li@fisherBroyles.com

October
1, 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.

    Registration
    Statement on Form F-1

    Filed
    September 3, 2024

    File
    No. 333-281900

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 September 11, 2024, from the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) with respect to the Company’s Registration Statement on Form F-1 (the “Registration
Statement”) filed with the Commission on September 3, 2024. Concurrently with the submission of this letter, the Company
is filing herewith its Amendment No.1 to the registration statement on Form F-1 (the “Amended 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 Amended Registration Statement, marked to show changes
to the Registration Statement filed with the Commission on September 3, 2024.

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.

Registration
Statement on Form F-1 Principal Shareholders, page 101

    1.
    Please
    revise your ownership table to include the total aggregate ownership of each shareholder.

    Response:
    We have revised our ownership table to include the total aggregate voting power of each shareholder on page 101.

Exhibits

    2.
    We
    note your Memorandum and Articles of Association filed as Exhibit 3.1 provide that unless the directors otherwise prescribe, the
    financial year of the Company shall end on 31 December in each year. However, you disclose in your prospectus that your fiscal year
    end is March 31. Please advise or revise.

    Response:
    We have filed the Second Amended and Restated Memorandum and Articles of Association as
    Exhibit 3.1 which provides that the financial year of the Company shall end on March 31 in each year.

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.