SecProbe.io

CORRESP
 1
 filename1.htm

 MAXIM
GROUP LLC

 300
Park Avenue, 16th Floor

 New
York, New York 10022

 VIA
EDGAR

 August
26, 2025

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attn:
 Myra
 Moosariparambil
 Shannon
 Buskirk
 Michael
 Purcell
 Liz
 Packebusch

 Re:
 Eastern
 International Ltd. (CIK No. 0002013320)

 Request
 for Acceleration

 Registration
 Statement Form F-1, as amended (File No. 333-281900)

 Registration
 Statement on Form 8-A (File No. 001-42817)

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as
amended, Maxim Group LLC, as representative of the underwriters, hereby requests acceleration of the effective date of the above-referenced
Registration Statement so that it will become effective at 5:00 p.m., Eastern Time on August 27, 2025, or as soon thereafter as practicable.

 Pursuant
to Rule 460 under the Act, we wish to advise you that we have distributed as many copies of the Preliminary Prospectus dated August 25,
2025, to selected dealers, institutions and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 The
undersigned confirms that it has complied and will continue to comply with, and it has been informed or will be informed by participating
dealers that they have complied or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in
connection with the above-referenced issue.

 Very
truly yours,

 Maxim
Group LLC

 By:
 /s/
 Ritesh M. Veera

 Name:
 Ritesh
 M. Veera

 Title:
 Co-Head
 of Investment Banking

CORRESP
 1
 filename1.htm

 Eastern
International Ltd.

 VIA
EDGAR

 August
26, 2025

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attn:
 Myra
 Moosariparambil
 Shannon
 Buskirk
 Michael
 Purcell
 Liz
 Packebusch

 Re:
 Eastern International Ltd. (CIK No. 0002013320)

 Request for Acceleration

 Registration Statement Form F-1, as amended (File
 No. 333-281900)

 Registration
 Statement on Form 8-A (File No. 001-42817)

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act of 1933, as amended
(the " Securities Act "), Eastern International Ltd. (the " Company ") hereby requests that the effectiveness
of the above-referenced Registration Statement on Form F-1, as amended (the " Form F-1 Registration Statement ") be
accelerated to, and that the Form F-1 Registration Statement become effective at, 5:00 p.m., Eastern Time on August 27, 2025, or as soon
thereafter as practicable.

 The
Company also requests that the above-referenced Registration Statement on Form 8-A under the Securities Exchange Act of 1934, as amended
(the " Exchange Act "), covering the ordinary shares of the Company, be declared effective concurrently with the Form
F-1 Registration Statement (the " Form 8-A Registration Statement ", together with the Form F-1 Registration Statement,
the " Registration Statements ").

 If
there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the
Company may be making an oral request of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461
of Regulation C. Such request may be made by an executive officer of the Company or by any attorney from the Company's U.S. counsel,
FisherBroyles, LLP.

 The
Company understands that the representative of the underwriters, on behalf of the prospective underwriters of the offering, have joined
in this request in a separate letter filed with the Securities and Exchange Commission (the " Commission ") today.

 The
Company hereby acknowledges the following:

 ●
 should the Commission or
 the staff of the Commission (the " Staff "), acting pursuant to delegated authority, declare the filing effective,
 it does not foreclose the Commission from taking any action with respect to the filing;

 ●
 the action of the Commission
 or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full
 responsibility for the adequacy and accuracy of the disclosure in the filing; and

 ●
 the Company may not assert
 Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under
 the federal securities laws of the United States.

 Very truly yours,

 Eastern International Ltd.

 By:
 /s/ Albert
 Wong

 Name:
 Albert Wong

 Title:
 Chief Executive Officer and Chairman of the Board of
 the Directors

CORRESP
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filename1.htm

    Direct
    Phone: 703.618.2503

    jeffrey.li@fisherBroyles.com

February
24, 2025

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. 4 to Registration Statement on Form F-1

    Filed
    February 14, 2025

    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 February 20, 2025, 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, amended on October 1, 2024, December 31, 2024, January 21, 2025 and February 14, 2025. Concurrently
with the submission of this letter, the Company is filing herewith an exhibit only Amendment No. 5 to the registration statement on
Form F-1 (the “Amended Registration Statement”) to include certain exhibits.

The
Staff’s comments are repeated below in bold and are followed by the Company’s responses. Capitalized terms used in this
letter but otherwise not defined herein shall have the meanings ascribed to such terms in the Registration Statement.

Amendment
No. 4 to the Registration Statement on Form F-1

Exhibits

  1.
  We note Yu-yun Tristan Kuo, Chun Pong (Colman) Chiu, and
Shiu Wing Joseph Chow have been appointed as independent directors of the Board of Directors and will serve as directors following effectiveness
of this registration statement. Please file the consents required by Rule 438 of the Securities Act.

Response:
We have filed the consent letters of Yu-yun Tristan Kuo, Chun Pong (Colman) Chiu, and Shiu Wing Joseph Chow as exhibits 23.6, 23.7 and
23.8 to the Amended Registration Statement.

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.

    2

February 20, 2025
Albert Wong
Chief Executive Officer
Eastern International Ltd.
Suite 901-903, 9th Floor, Building #2, Qianwan Zhigu
Chuanhua Smart CenterScience and Technology City Block
Xiaoshan Economic and Technological Development Zone
Xiaoshan District, Hangzhou, Zhejiang Province, China 311231
Re:Eastern International Ltd.
Amendment No. 4 to Registration Statement on Form F-1
Filed February 14, 2025
File No. 333-281900
Dear Albert Wong:
            We have reviewed your amended registration statement and have the following
comment.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a 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 letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our January 27, 2025 letter.
Amendment No. 4 to the Registration Statement on Form F-1
Exhibits
1.We note Yu-yun Tristan Kuo, Chun Pong (Colman) Chiu, and Shiu Wing Joseph
Chow have been appointed as independent directors of the Board of Directors and will
serve as directors following effectiveness of this registration statement. Please file the
consents required by Rule 438 of the Securities Act.

February 20, 2025
Page 2
            Please contact Myra Moosariparambil at 202-551-3796 or Shannon Buskirk at 202-
551-3717 if you have questions regarding comments on the financial statements and related
matters. Please contact Michael Purcell at 202-551-5351 or Liz Packebusch at 202-551-8749
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Jeffrey Li

CORRESP
1
filename1.htm

    Direct
    Phone: 703.618.2503

    jeffrey.li@fisherBroyles.com

February
14, 2025

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

    Liz
    Packebusch

    Re:
    Eastern
    International Ltd.

    Amendment
    No. 3 to Registration Statement on Form F-1

    Filed
    January 21, 2025

    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 January 27, 2025, 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, amended on October 1, 2024, December 31, 2024 and January 21, 2025. Concurrently with the submission
of this letter, the Company is filing herewith its Amendment No.4 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 January 21, 2025.

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 Registration Statement on Form F-1

Index
to Consolidated Financial Statements

Notes
to Unaudited Interim Condensed Consolidated Financial Statements

Note
13 - Segment reporting, page F-29

    1.
    We
    note your response to comment 1. You revised the disclosure to state gross profit is the profitability measure used by the CODM in
    making decision about allocating resources and assessing performances. Please address the following:

    ●
    In your revised disclosure, you continue to present segment profit for each segment. Please revise to remove this measure for each
    segment, or explain why you believe the presentation is appropriate and in accordance with ASC 280-10-50.

    ● In
    the table titled “Other segment disclosures” on page F-30, you include amounts for the six months ended September 30,
    2023. However, you have included the segment assets balance as of March 31, 2024. Please revise to include the segment assets
    balance as of September 30, 2023.

    ● Please
    revise the segment footnote for the fiscal years ended March 31, 2024 and March 31, 2023 on page F-66 to conform to the changes in
    your segment reporting footnote for the six months ended September 30, 2024.

Response:
We acknowledge the Staff’s comments and made the following revisions to the financial statements:

On
page F-29 and F-30, we revised our disclosure in segment reporting to remove the “segment profit” measure since it’s
not the profitability measure used by our CODM in making decisions.

On
page F-30, we revised our disclosure in “Other segment disclosures” to include segment assets balance as of September 30,
2023.

On
pages F-65 and F-66, we revised the segment footnote for the fiscal years ended March 31, 2024 and 2023 to conform with the changes in
our segment reporting footnote for the six months ended September 30, 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.

    2

January 27, 2025
Albert Wong
Chief Executive Officer
Eastern International Ltd.
Suite 901-903, 9th Floor, Building #2, Qianwan Zhigu
Chuanhua Smart CenterScience and Technology City Block
Xiaoshan Economic and Technological Development Zone
Xiaoshan District, Hangzhou, Zhejiang Province, China 311231
Re:Eastern International Ltd.
Amendment No. 3 to Registration Statement on Form F-1
Filed January 21, 2025
File No. 333-281900
Dear Albert Wong:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a 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 letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our January 13, 2025 letter.
Amendment No. 2 to Registration Statement on Form F-1
Index to Consolidated Financial Statements
Notes to Unaudited Interim Condensed Consolidated Financial Statements
Note 13 - Segment reporting, page F-29
We note your response to comment 1. You revised the disclosure to state gross profit
is the profitability measure used by the CODM in making decision about allocating
resources and assessing performances. Please address the following:

In your revised disclosure, you continue to present segment profit for each
segment. Please revise to remove this measure for each segment, or explain why •1.

January 27, 2025
Page 2
you believe the presentation is appropriate and in accordance with ASC 280-10-
50.

•In the table titled “Other segment disclosures” on page F-30, you include amounts
for the six months ended September 30, 2023. However, you have included the
segment assets balance as of March 31, 2024. Please revise to include the segment
assets balance as of September 30, 2023.

•Please revise the segment footnote for the fiscal years ended March 31, 2024 and
March 31, 2023 on page F-66 to conform to the changes in your segment
reporting footnote for the six months ended September 30, 2024.
            Please contact Myra Moosariparambil at 202-551-3796 or Shannon Buskirk at 202-
551-3717 if you have questions regarding comments on the financial statements and related
matters. Please contact Liz Packebusch at 202-551-8749 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Jeffrey Li

CORRESP
1
filename1.htm

    Direct
                                            Phone: 703.618.2503

    jeffrey.li@fisherBroyles.com

January
21, 2025

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 Registration Statement on Form F-1

    Filed
    December 31, 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 January 13, 2025, 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 December 31, 2024. Concurrently with the submission of this letter, the Company is filing herewith its Amendment
No.3 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 December 31, 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.

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

Index
to Consolidated Financial Statements

Notes
to Unaudited Interim Condensed Consolidated Financial Statements

Note
13 - Segment reporting, page F-29

1. We
                                            note you disclose gross profit, income from operations and segment profit for each segment.
                                            Please tell us, and revise to disclose, the profitability measure used by the CODM for purposes
                                            of making decisions about allocating resources to the segments and assessing performance.
                                            See ASC 280-10-50-28. In addition, please note that the reconciliation required by ASC 280-10-50-30
                                            in the footnotes is the total segment profit measure to your consolidated income before taxes
                                            for each reporting period presented. Last, to the extent a measure is not identified as the
                                            segment measure of profit or loss under ASC 280 and the measure is presented outside the
                                            consolidated financial statements, please label the measures as non-GAAP financial measures
                                            and provide the required disclosures under Item 10(e) of Regulation S-K. As it relates to
                                            the presentation of gross profit, which appears to exclude depreciation, revise your disclosures
                                            as necessary to comply with SAB Topic 11:B.

Response:
We respectfully inform the Staff that our CODM uses gross profit as the primary profitability measure in making decisions about allocating
resources to the segments and assessing performances, and we have added the disclosure in Note 13 on page F-19 accordingly. In addition,
we have revised the tables in Note 13 to reflect the reconciliation of segment profit measure to our consolidated income before income
taxes in accordance with ASC 280-10-50-30. Lastly, we respectfully inform the Staff that our charges for depreciation are included in
cost of revenues and general and administrative expenses and revised the disclosure on pages F-19 to F-20 in accordance with SAB Topic 11:B.

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.

    2

January 13, 2025
Albert Wong
Chief Executive Officer
Eastern International Ltd.
Suite 901-903, 9th Floor, Building #2, Qianwan Zhigu
Chuanhua Smart CenterScience and Technology City Block
Xiaoshan Economic and Technological Development Zone
Xiaoshan District, Hangzhou, Zhejiang Province, China 311231
Re:Eastern International Ltd.
Amendment No. 2 to Registration Statement on Form F-1
Filed December 31, 2024
File No. 333-281900
Dear Albert Wong:
            We have reviewed your amended registration statement and have the following
comment.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a 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 letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our October 8, 2024 letter.
Amendment No. 2 to Registration Statement on Form F-1
Index to Consolidated Financial Statements
Notes to Unaudited Interim Condensed Consolidated Financial Statements
Note 13 - Segment reporting, page F-29
We note you disclose gross profit, income from operations and segment profit for
each segment. Please tell us, and revise to disclose, the profitability measure used by
the CODM for purposes of making decisions about allocating resources to the
segments and assessing performance. See ASC 280-10-50-28. In addition, please note
that the reconciliation required by ASC 280-10-50-30 in the footnotes is the total
segment profit measure to your consolidated income before taxes for each reporting 1.

January 13, 2025
Page 2
period presented. Last, to the extent a measure is not identified as the segment
measure of profit or loss under ASC 280 and the measure is presented outside the
consolidated financial statements, please label the measures as non-GAAP financial
measures and provide the required disclosures under Item 10(e) of Regulation S-K. As
it relates to the presentation of gross profit, which appears to exclude
depreciation, revise your disclosures as necessary to comply with SAB Topic 11:B.
            Please contact Myra Moosariparambil at 202-551-3796 or Shannon Buskirk at 202-
551-3717 if you have questions regarding comments on the financial statements and related
matters. Please contact Michael Purcell at 202-551-5351 or Liz Packebusch at 202-551-8749
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Jeffrey Li

October 8, 2024
Albert Wong
Chief Executive Officer
Eastern International Ltd.
Suite 901-903, 9th Floor, Building #2, Qianwan Zhigu
Chuanhua Smart CenterScience and Technology City Block
Xiaoshan Economic and Technological Development Zone
Xiaoshan District, Hangzhou, Zhejiang Province, China 311231
Re:Eastern International Ltd.
Amendment No. 1 to Registration Statement on Form F-1
Filed October 1, 2024
File No. 333-281900
Dear Albert Wong:
            We have reviewed your amended registration statement and have the following
comment.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a 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 letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our September 11,
2024 letter.
Amendment No. 1 to Registration Statement on Form F-1
General
1.We note you filed the CEVSN Information Consulting Co. Ltd. consent as Exhibit
23.4. Please also supplementally provide us with a copy of the CEVSN Report. Refer
to comment 9 in our letter dated April 18, 2024.

October 8, 2024
Page 2
            Please contact Myra Moosariparambil at 202-551-3796 or Shannon Buskirk at 202-
551-3717 if you have questions regarding comments on the financial statements and related
matters. Please contact Michael Purcell at 202-551-5351 or Liz Packebusch at 202-551-8749
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Jeffrey Li

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.

September 11, 2024
Albert Wong
Chief Executive Officer
Eastern International Ltd.
Suite 901-903, 9th Floor, Building #2, Qianwan Zhigu
Chuanhua Smart CenterScience and Technology City Block
Xiaoshan Economic and Technological Development Zone
Xiaoshan District, Hangzhou, Zhejiang Province, China 311231
Re:Eastern International Ltd.
Registration Statement on Form F-1
Filed September 3, 2024
File No. 333-281900
Dear Albert Wong:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a 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 letter, we may have additional comments.  Unless we note otherwise,
any references to prior comments are to comments in our August 14, 2024 letter.
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.
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.

September 11, 2024
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Myra Moosariparambil at 202-551-3796 or Shannon Buskirk at 202-551-
3717 if you have questions regarding comments on the financial statements and related
matters. Please contact Michael Purcell at 202-551-5351 or Liz Packebusch at 202-551-8749
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Jeffrey Li

CORRESP
1
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.

    2

August 14, 2024
Albert Wong
Chief Executive Officer
Eastern International Ltd.
Suite 901-903, 9th Floor, Building #2, Qianwan Zhigu
Chuanhua Smart CenterScience and Technology City Block
Xiaoshan Economic and Technological Development Zone
Xiaoshan District, Hangzhou, Zhejiang Province, China 311231
Re:Eastern International Ltd.
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted July 31, 2024
CIK No. 0002013320
Dear Albert Wong:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a 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 letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our June 24, 2024 letter.
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.

August 14, 2024
Page 2
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.
            Please contact Myra Moosariparambil at 202-551-3796 or Shannon Buskirk at 202-551-
3717 if you have questions regarding comments on the financial statements and related
matters. Please contact Michael Purcell at 202-551-5351 or Liz Packebusch at 202-551-8749
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Jeffrey Li

United States securities and exchange commission logo
June 24, 2024
Albert Wong
Chief Executive Officer
Eastern International Ltd.
Suite 901-903, 9th Floor, Building #2, Qianwan Zhigu
Chuanhua Smart CenterScience and Technology City Block
Xiaoshan Economic and Technological Development Zone
Xiaoshan District, Hangzhou, Zhejiang Province, China 311231
Re:Eastern International Ltd.
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted June 12, 2024
CIK No. 0002013320
Dear Albert Wong:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
April 18, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form F-1
Enforceability of Civil Liabilities, page 51
1.We note your response to prior comment 7, including added disclosure that, among your
executive officers and directors, Albert Wong, Ching Hei Li, Chung Leung Cheung, Lin
Tan, Chun Pong (Colman) Chiu and Shiu Wing Joseph Chow are residents of Hong Kong
or China. Please revise to clarify which individuals are located in China, and which are
located in Hong Kong. Please also include a separate sub-section addressing the
enforceability of civil liabilities in Hong Kong and revise your related risk factor at page
28 accordingly.

 FirstName LastNameAlbert Wong
 Comapany NameEastern International Ltd.
 June 24, 2024 Page 2
 FirstName LastName
Albert Wong
Eastern International Ltd.
June 24, 2024
Page 2
Compensation of Directors and Executive Officers, page 95
2.We note your response to prior comment 12. Please clarify whether any compensation
paid to your executive officer for his services was paid pursuant to a bonus or profit-
sharing plan, or in the form of stock options. If so, please provide the disclosure required
by Item 6.B.(1)(a) and (b) of Form 20-F.
Principal Shareholders, page 99
3.We note your response to prior comment 13 and reissue it. You indicate here that your
principal shareholders are those who beneficially own more than 5% of your Ordinary
Shares. Item 7.A.1 of Form 20-F requires information for shareholders who are beneficial
owners of 5% or more of each class of the voting securities. Please revise your disclosure,
including your tabular disclosure, to include each class of the voting securities, including
your preferred shares.
            Please contact Myra Moosariparambil at 202-551-3796 or Shannon Buskirk at 202-551-
3717 if you have questions regarding comments on the financial statements and related
matters. Please contact Michael Purcell at 202-551-5351 or Liz Packebusch at 202-551-8749
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Jeffrey Li

United States securities and exchange commission logo
April 18, 2024
Albert Wong
Chief Executive Officer
Eastern International Ltd.
Suite 901-903, 9th Floor, Building #2, Qianwan Zhigu
Chuanhua Smart CenterScience and Technology City Block
Xiaoshan Economic and Technological Development Zone
Xiaoshan District, Hangzhou, Zhejiang Province, China 311231
Re:Eastern International Ltd.
Draft Registration Statement on Form F-1
Submitted March 22, 2024
CIK No. 0002013320
Dear Albert Wong:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form F-1
Cover Page
1.We note your disclosure that you do not have cash management policies and procedures in
place that dictate how funds are transferred through your organization, and that the funds
can be transferred in accordance with the applicable PRC laws and regulations. Please
expand your disclosure to describe the process for how funds can be transferred according
to the applicable PRC laws and regulations. We note your disclosure at page 3 in this
regard.
2.We note your discussion of the China Securities Regulatory Commission (CSRC) New
Overseas Listing Rules. Please update your disclosure as necessary to discuss the status of
any filing(s) made with the CSRC in connection with this offering.

 FirstName LastNameAlbert Wong
 Comapany NameEastern International Ltd.
 April 18, 2024 Page 2
 FirstName LastNameAlbert Wong
Eastern International Ltd.
April 18, 2024
Page 2
Prospectus Summary, page 1
3.We note your disclosure at page 2 that "it is uncertain whether we, our PRC subsidiary or
VIE and its subsidiaries, will be able to obtain such [CSRC] permission or be required to
obtain other permission from the PRC government to list on U.S. exchanges or offer its
securities overseas." We further note your disclosure at page 45 that you are "permitted
under PRC laws and regulations as an offshore holding company to provide funding to
[your] WFOE in China only through loans or capital contributions and to
[your] consolidated variable interest entity only through loans, subject to the approval of
government authorities and limit on the amount of capital contributions and loans." Please
reconcile these disclosures with disclosure elsewhere stating that you do not have a VIE
structure.
4.We note you disclose that you have received all permissions that you and your
subsidiaries are required to obtain from Chinese authorities to operate your business, and
you provide examples. If your examples are not an all-encompassing list, please expand
your disclosure to include each permission or approval that you and your subsidiaries are
required to obtain to operate your business.
Our Competitive Strengths, page 4
5.Please revise to provide balancing disclosure here and at page 78 regarding the
competitive strength of your management team in view of your risk factor at page 21
noting their relative lack of public company experience.
Risk Factors
Risks Related to Doing Business in China, page 23
6.In light of recent events indicating greater oversight by the Cyberspace Administration of
China (CAC) over data security, particularly for companies seeking to list on a foreign
exchange, please revise your disclosure to explain how this oversight impacts your
business and your offering and to what extent you believe that you are compliant with the
regulations or policies that have been issued by the CAC to date.
Enforceability of Civil Liabilities, page 51
7.Please revise your disclosure to identify any named executive officers and/or directors
based in China and/or Hong Kong.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
For the Years Ended March 31, 2023 and 2022, page 56
8.Please revise to include qualitative and quantitative discussion of changes in interest
expense, gain (loss) on disposal of property and equipment, and the government subsidy.
See item 303(b)(2) of Regulation S-K and SEC Release No. 33-8350.

 FirstName LastNameAlbert Wong
 Comapany NameEastern International Ltd.
 April 18, 2024 Page 3
 FirstName LastNameAlbert Wong
Eastern International Ltd.
April 18, 2024
Page 3
Industry Overview, page 65
9.Where you reference industry data, please ensure that you disclose the title and date of the
publication in addition to the source. In this regard we note your references to data
provided by CFLP, The National Bureau of Statistics, the China Logistics Information
Center and CEVSN (or, cevsn). Please also supplementally provide us with a copy of the
CEVSN Report, and file a third-party consent pursuant to Rule 436 of the Securities
Act as an exhibit to your registration statement or tell us why you believe you are not
required to do so.
Business, page 74
10.We note your disclosure at page 20 indicating you regard your intellectual property,
including patents, as critical to your success. Please revise this section to include the
disclosure required by Item 4.B.6 of Form 20-F. Please also revise your risk factor to
discuss the pending expiration of any material patents. Refer to Item 3.D of Form 20-F.
11.We note you own 20 trucks but have access to over 2,000 vehicles through cooperative
relationships with other owners and drivers. Please expand your disclosure to better
describe these relationships and the process by which you utilize these vehicles through
third parties.
Compensation of Directors and Executive Officers, page 96
12.Please provide the information required by Item 6.B of Form 20-F for your most recently
completed fiscal year.
Principal Shareholders, page 100
13.You indicate here that your principal shareholders are those who beneficially own more
than 5% of your Ordinary Shares. Item 7.A.1 of Form 20-F requires information for
shareholders who are beneficial owners of 5% or more of each class of the voting
securities. Please revise your disclosure accordingly.
Related Party Transactions, page 101
14.The notes to your financial statements appear to refer to related party transactions that
occurred during the relevant time period which are not disclosed in this section. Please
revise to provide the disclosure required by Item 7.B of Form 20-F or advise.
Index to Consolidated Financial Statements
Consolidated Statements of Operations and Comprehensive Income, page F-4
15.We note you recognized a government subsidy of $248,399. Please tell us the nature of
the subsidy received and the related accounting treatment. In addition, please add an
accounting policy that addresses the government subsidy.

 FirstName LastNameAlbert Wong
 Comapany NameEastern International Ltd.
 April 18, 2024 Page 4
 FirstName LastName
Albert Wong
Eastern International Ltd.
April 18, 2024
Page 4
Notes to Consolidated Financial Statements
Note 2. Summary of significant accounting policies
Revenue recognition, page F-13
16.You disclose the Company recognizes revenue from provision of transportation services at
point in time when services are completed, i.e. when the products were unloaded at the
destination requested by customers. Please further explain why you believe the
performance obligations for your transportation services are satisfied at a point in time
rather than over time. Please tell us how you considered the criteria to record revenue over
time based on ASC 606-10-25-27 through 29. Please also refer to ASC 606-10-55-6 and
Basis for Conclusions of ASU 2014-09 – BC 126. In addition, please include details about
the average length of time between when the products are loaded at point of origination to
the point when products are unloaded at the destination.
17.We note you use the term “third parties” in your income statement and balance sheet when
referring to revenues and accounts receivable, respectively. On page F-10, you state
“Advances to suppliers consist of refundable prepayments made to suppliers for
subcontracting transportation services that have not been received as of year-end.” You
also disclose you have cooperative relationships with other owners and drivers for over
2,000 trucks for domestic long-distance transportation and less than carload goods. Please
address the following:

•Expand your disclosure to further explain the cooperative relationships with other
owners and drivers, including the services provided by you or the other party.

•Clarify if you are subcontracting any portion of your transportation services to
independent contractors or third parties. To the extent you are subcontracting
services, quantify the amount of revenue recognized for each period presented and
revise your disclosure throughout the filing to clearly explain this aspect of your
business.

•Clarify if you have recorded the related revenue on a gross or net basis and provide
us with a comprehensive analysis that supports your conclusion pursuant to ASC
606-10-55-36 through 55-40. Specifically address how you considered the definition
of control and how you are directing the independent contractors and third parties.

•Expand your disclosure to clarify your accounting in accordance with ASC 606-10-
50-12(c), if applicable.

•To the extent revenue or accounts receivable are from external customers, rather than
independent contractors or third parties, please revise the characterization of this
revenue in your income statement and balance sheet.

 FirstName LastNameAlbert Wong
 Comapany NameEastern International Ltd.
 April 18, 2024 Page 5
 FirstName LastName
Albert Wong
Eastern International Ltd.
April 18, 2024
Page 5
Note 4. Other current assets, page F-19
18.You disclose the balance of $396,039 for “Advance to employees” represents petty cash
advanced to employees for the expenses to be incurred during their involvement in the
transportation services processes. Please further explain what this balance represents and
revise the disclosure to clarify. In addition, we note the balance increased from $369,652
at December 31, 2022. Please tell us the collection terms and the amount of the
outstanding balance as of December 31, 2023 that has been collected to date. Last,
please tell us how you assess this balance for collection.
Note 12. Segment Reporting, page F-28
19.You disclose you have one operating segment, which would result in one reportable
segment. Please address the following:

•You state “The management approach considers the internal organization and
reporting used by the Company’s chief operating decision maker for making
operating decisions and assessing performance as the source for determining the
Company’s reportable segments. The Company’s CEO is the chief operating decision
maker. Management, including the chief operating decision maker, reviews operation
results by the revenue of different products or services.” Please clarify all of the
information the CODM regularly reviews to assess performance and allocate
resources. In this regard, to the extent the CODM is only reviewing revenue data,
please further explain how the revenue-only information is used for decision making
related to resource allocation and performance evaluation, specifically given the gross
profit margins indicate cost of revenues are material to your performance. Please
revise your disclosure, if necessary.

•Your disclosures regarding Key Financial Performance Indicators on page 55, which
state: "To assess the performance of our business, we consider a variety of financial
and operating measures. The key financial performance indicators we use include
revenues, gross profit and gross margin, operating expenses, and income (loss) from
operations. Our review of these indicators reveals the results of our business
performance and provides timely and meaningful feedbacks to key operating
decisions and allow our business to respond promptly to competitive market
conditions and different demands and preferences from our customers." Based on
these statements, it appears the CODM may use additional data beyond revenue-only
information to make key operating decisions and to assess performance. Please
clarify and explain the conflicting statements in your footnotes and management's
discussion and analysis.

•We note you have provided revenues, cost of revenues and gross profit for both
transportation services and warehouse subleasing services in footnote 13. We also
note you have provided management’s discussion and analysis for revenues, costs of

 FirstName LastNameAlbert Wong
 Comapany NameEastern International Ltd.
 April 18, 2024 Page 6
 FirstName LastName
Albert Wong
Eastern International Ltd.
April 18, 2024
Page 6
revenues and gross profit based on transportation services and warehouse subleasing
services. Last, we note the gross profit margin for transportation services was 11.9%
whereas the warehouse subleasing services was 31.4% in 2023. Given the
information available, it appears you may have more then one operating segment.
Please provide a robust analysis to support your identification of operating segments
in accordance with ASC 280-10-50-1.

•To the extent you have identified more than one operating segment and believe the
operating segments should be aggregated in accordance with ASC 280-10-50-11,
please provide your analysis.

•Please revise your disclosure to address the disclosure requirements of ASC 280-10-
50-21, including the factors used to identify your reportable segments and whether
operating segments have been aggregated into one reportable segment.
Exhibits
20.Please include the filing fee table required to be filed as Exhibit 107 by Item 601 of
Regulation S-K, or advise.
            Please contact Myra Moosariparambil at 202-551-3796 or Shannon Buskirk at 202-551-
3717 if you have questions regarding comments on the financial statements and related
matters. Please contact Michael Purcell at 202-551-5351 or Liz Packebusch at 202-551-8749
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Jeffrey Li