As filed with the Securities and Exchange Commission
on September 17, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
Eshallgo Inc
(Exact Name of Registrant as Specified
in its Charter)
| Cayman
Islands |
|
N/A |
(State or Other Jurisdiction
of
Incorporation or Organization) |
|
(I.R.S. Employer
Identification No.) |
| 12F Block
16, No.1000 Jinhai Road, |
|
|
| Pudong New District |
|
|
| People’s
Republic of China |
|
201206 |
| (Address of Principal Executive
Offices) |
|
(Zip Code) |
Eshallgo Inc 2024 Equity Incentive
Plan
(Full Title of the Plan)
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
(Name and Address of Agent for Service)
+1 (800) 221-0102
(Telephone Number, Including Area Code, of Agent
for Service)
Copy To:
William S. Rosenstadt, Esq.
Mengyi “Jason” Ye, Esq.
Yuning “Grace” Bai, Esq.
Ortoli Rosenstadt LLP
366 Madison Avenue, 3rd Floor
New York, NY 10017
Tel: +1-212-588-0022
Fax: +1-212-826-9307
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large
accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
¨ |
Accelerated filer |
¨ |
| Non-accelerated filer |
x |
Smaller reporting company |
¨ |
| |
|
Emerging growth company |
x |
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
This registration statement (this “Registration
Statement”) is filed by Eshallgo Inc, a Cayman Islands exempted company to register securities issuable pursuant to the Eshallgo
Inc 2024 Equity Incentive Plan (as amended and restated, “the 2024 Equity Incentive Plan”). The securities registered hereby
consist of 2,000,000 class A ordinary shares of a par value of US$0.0001 each (this “Class A Ordinary Shares”) of the Registrant,
which represent the number of Class A Ordinary Shares that were authorized under the 2024 Equity Incentive Plan. Pursuant to Rule 416(a)
under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate
number of additional shares which may be offered and issued to prevent dilution from share splits, share dividends or similar transactions
as provided in the 2024 Equity Incentive Plan. Any Class A Ordinary Shares covered by an award granted under the 2024 Equity Incentive
Plan (or portion of an award) that terminates, expires, lapses or repurchased for any reason will be deemed not to have been issued for
purposes of determining the maximum aggregate number of Class A Ordinary Shares that may be issued under the 2024 Equity Incentive Plan.
PART I
INFORMATION REQUIRED
IN THE 10(A) PROSPECTUS
The documents containing the information specified
in “Item 1. Plan Information” and “Item 2. Registrant Information and Employee Plan Annual Information” of Part
I of Form S-8 will be sent or given to the participants in the 2024 Equity Incentive Plan as specified by Rule 428(b)(1) of the Securities
Act. Such documents are not required to be, and are not, filed with the U.S. Securities and Exchange Commission (the “Commission”)
either as part of this Registration Statement or as a prospectus or prospectus supplement pursuant to Rule 424 under the Securities Act.
These documents and the documents incorporated by reference herein pursuant to Item 3 of Part II of this Registration Statement, taken
together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
| Item 1. |
Plan Information. |
Not required to be filed with this Registration
Statement.
| Item 2. |
Registrant Information
and Employee Plan Annual Information. |
Not required to be filed with this Registration
Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. |
Incorporation of Documents
by Reference. |
The following documents, and all documents we
subsequently file pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration
Statement and shall be deemed to be a part hereof from the date of the filing of such documents:
| |
(4) |
all reports
filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the report referred to in
(1) above. |
Any
statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed modified or superseded
for purposes of this Registration Statement. In addition, this Registration Statement will incorporate by reference
all other documents subsequently filed by the Registrant under Section 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing
of a post-effective amendment to this Registration Statement indicating that all securities offered have been sold or deregistering all
securities then remaining unsold. All those documents will be considered a part of this Registration Statement from the respective dates
the Registrant files them. Any statement in a document incorporated or deemed to be incorporated by reference in this Registration Statement
will be deemed to be modified or superseded to the extent that a statement contained in this Registration Statement or in any other later
filed document that also is or is deemed to be incorporated by reference modifies or supersedes the statement. Any statement modified
or superseded will not be deemed, except as modified or superseded, to be a part of this Registration Statement.
| Item 4. |
Description of Securities. |
Not applicable.
| Item 5. |
Interests of Named Experts and Counsel. |
Not applicable.
| Item 6. |
Indemnification of Directors and Officers. |
The only statute, charter provision, bylaw, contract,
or other arrangement under which any controlling person, director or officer of the Company is insured or indemnified in any manner against
any liability which he or she may incur in his or her capacity as such, is as follows:
The Cayman Islands law does not limit the extent
to which a company’s articles of association may provide for indemnification of officers and directors, except to the extent any
such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil
fraud or the consequences of committing a crime. Our second amended and restated articles of association adopted by a special resolution
passed on 26 April 2023 and effective immediately prior to the completion of the initial public offering of our Class A Ordinary Shares
provide that every director (including any alternate director), secretary, assistant secretary, or other officer for the time being and
from time to time of the Company (but not including the Company’s auditors) and the personal representatives of the same (each
an “Indemnified Person”) shall be indemnified and secured harmless against all actions, proceedings, costs, charges, expenses,
losses, damages or liabilities incurred or sustained by such Indemnified Person, other than by reason of such Indemnified Person’s
own dishonesty, willful default or fraud, in or about the conduct of the Company’s business or affairs (including as a result of
any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice
to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such Indemnified Person in defending (whether
successfully or otherwise) any civil proceedings concerning the Company or its affairs in any court whether in the Cayman Islands or
elsewhere. This standard of conduct is generally the same as permitted under the Delaware General Corporation Law for a Delaware corporation.
In addition, we intend to enter into indemnification
agreements with our directors and executive officers that will provide such persons with additional indemnification beyond that provided
in our articles.
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing provisions, we have
been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is
therefore unenforceable.
| Item 7. |
Exemption from Registration Claimed. |
Not applicable.
Reference is hereby made to the Exhibit Index,
which is incorporated herein by reference.
| |
A. |
The undersigned Registrant hereby undertakes: |
| |
(1) |
To file, during any period
in which offers or sales are being made, a post-effective amendment to this Registration Statement: |
| |
(a) |
To include any prospectus required by Section 10(a)(3)
of the Securities Act; |
(b) To reflect in
the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration
Statement; and
(c) To include any material
information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to
such information in this Registration Statement;
| |
|
provided, however,
that paragraphs (1)(a) and (1)(b) above do not apply if the information required to be included in a post- effective amendment by
those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in this Registration Statement. |
| |
(2) |
That, for the purpose of
determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof. |
| |
(3) |
To remove from registration
by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
| |
B. |
The undersigned Registrant
hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s
annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall
be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof. |
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that, in the opinion of the Commission, such indemnification is against public
policy as expressed in the Securities Act and is, therefore unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing
on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the city of Hangzhou, Zhejiang Province, People’s Republic of China on this 17th day of September 2024.
| |
Eshallgo Inc |
| |
|
|
| |
By: |
/s/
Qiwei Miao |
| |
Name: |
Qiwei Miao |
| |
Title: |
Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned
hereby constitute and appoint Qiwei Miao and Chun Lyu or either of them, his true and lawful attorney-in-facts and agent, each with full
power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) or supplements to this Registration Statement, or any related registration statement filed pursuant
to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto, and other documents in connection
therewith, with the Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and
perform each and every act and thing requisite or necessary to be done in connection therewith, as fully to all intents and purposes
as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or any of them,
or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/ Zhidan Mao |
|
Chairman of the Board of Directors |
|
September 17, 2024 |
| Zhidan Mao |
|
|
|
|
| |
|
|
|
|
| /s/ Qiwei Miao |
|
Chief Executive Officer (Principal Executive Officer) |
|
September 17, 2024 |
| Qiwei Miao |
|
|
|
|
| |
|
|
|
|
| /s/
Chun Lyu |
|
Chief Financial Officer |
|
September 17, 2024 |
| Chun Lyu |
|
(Principal Financial and Accounting Officer) |
|
|
| |
|
|
|
|
| /s/
Xiaohui Wu |
|
Director |
|
September 17, 2024 |
| Xiaohui Wu |
|
|
|
|
| |
|
|
|
|
| /s/
Weimin Xu |
|
Director |
|
September 17, 2024 |
| Weimin Xu |
|
|
|
|
| |
|
|
|
|
| /s/
Weibo Weng |
|
Director |
|
September 17, 2024 |
| Weibo Weng |
|
|
|
|
| |
|
|
|
|
| /s/
Kewa Luo |
|
Director |
|
September 17, 2024 |
| Kewa Luo |
|
|
|
|
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE
UNITED STATES
Pursuant to the Securities Act of 1933 as amended,
the undersigned, the duly authorized representative in the United States of America, has signed this registration statement thereto in
New York, NY on September 17, 2024.
| |
Cogency Global Inc. |
| |
|
| |
By: |
/s/
Colleen A. De Vries |
| |
Name: |
Colleen A. De Vries |
| |
Title: |
Senior Vice President |
EXHIBIT INDEX
Exhibit 5.1
 |
Harney Westwood & Riegels
3501 The Center
99 Queen's Road Central
Hong Kong
Tel: +852 5806 7800
Fax: +852 5806 7810 |
17 September 2024
053549.0006
Eshallgo Inc
P. O. Box 31119, Grand Pavilion
Hibiscus Way, 802 West Bay Road
Grand Cayman, KY1 – 1205
Cayman Islands
Dear Sir or Madam
Eshallgo Inc (the Company)
We are attorneys-at-law qualified to practise
in the Cayman Islands and have acted as Cayman Islands legal advisers to the Company in connection with the offering by the Company of
an aggregate of 2,000,000 Class A ordinary shares of a par value of US$0.0001 par value each (the Shares) issuable pursuant
to the Eshallgo Inc 2024 Equity Incentive Plan (the 2024 Plan) and a registration statement on Form S-8 (the Registration
Statement) filed with the Securities and Exchange Commission (the Commission) under the United States Securities
Act of 1933, as amended (the Securities Act).
We are furnishing this opinion as Exhibit 5.1
to the Registration Statement.
For the purposes of giving this opinion, we have
examined the Documents (as defined in Schedule 1) which we regard as necessary in order to issue this opinion. We have not examined any
other documents, official or corporate records or external or internal registers and have not undertaken or been instructed to undertake
any further enquiry or due diligence in relation to the transaction which is the subject of this opinion.
In giving this opinion we have relied upon the
assumptions set out in Schedule 2 which we have not verified.
Based solely upon the foregoing examinations and
assumptions and having regard to legal considerations which we deem relevant, and subject to the qualifications set out in Schedule 3,
we are of the opinion that under the laws of the Cayman Islands:
| 1 | Existence and Good Standing. The Company is an exempted company duly
incorporated with limited liability, and is validly existing and in good standing under the laws of the Cayman Islands. It is a separate
legal entity and is subject to suit in its own name. |
The British Virgin
Islands is Harneys Hong Kong office's main jurisdiction of practice.
Jersey legal services
are provided through a referral arrangement with Harneys (Jersey) which is an independently owned and controlled Jersey law firm.
Resident Partners:
A Au | M Chu | JP Engwirda | Y Fan |P Kay | MW Kwok | IN Mann
R Ng | ATC Ridgers
| PJ Sephton |
|
Anguilla | Bermuda
| British Virgin Islands | Cayman Islands
Cyprus | Hong
Kong | Jersey | London | Luxembourg
Montevideo | São
Paulo | Shanghai | Singapore
harneys.com |
| 2 | Authorised Share Capital. Based on our review of the M&A (as defined
in Schedule 1), the share capital of the Company is US$10,000 divided into 100,000,000 ordinary shares of a par value of US$0.0001 each
comprising (i) 90,000,000 Class A ordinary shares of a par value of US$0.0001 each and (ii) 10,000,000 Class B ordinary shares of a par
value of US$0.0001 each. |
| 3 | Valid Issuance of Shares. The allotment and issue of the Shares as contemplated
by the Registration Statement have been duly authorised and, when allotted, issued and fully paid for in accordance with the Registration
Statement, and when the names of the shareholders are entered in the register of members of the Company, the Shares will be validly issued,
fully paid and non-assessable, and there will be no further obligation of the holders of any of the Shares to make any further payment
to the Company in respect of such Shares. |
| 4 | Court Search. Based solely on our inspection of the Register of Writs
and Other Originating Process in the Grand Court of the Cayman Islands (the Court Register)
via the Court’s Digital System (as defined in Schedule 3) on 15 August 2024 (the Court Search Date)
from the date of incorporation of the Company (the Court Search), the Court Register disclosed
no writ, originating summons, originating motion, petition (including any winding-up petition), counterclaim nor third party notice (the
Originating Process) nor any amended Originating Process pending before the Grand Court
of the Cayman Islands, in which the Company is identified as a defendant or respondent. |
This opinion is confined to the matters expressly
opined on herein and given on the basis of the laws of the Cayman Islands as they are in force and applied by the Cayman Islands courts
at the date of this opinion. We have made no investigation of, and express no opinion on, the laws of any other jurisdiction. We express
no opinion as to matters of fact. Except as specifically stated herein, we make no comment with respect to any representations and warranties
which may be made by or with respect to the Company in the Registration Statement. We express no opinion with respect to the commercial
terms of the transactions the subject of this opinion.
In connection with the above opinion, we hereby
consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that
we come within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations
of the Commission thereunder.
This opinion is limited to the matters referred
to herein and shall not be construed as extending to any other matter or document not referred to herein.
This opinion shall be construed in accordance
with the laws of the Cayman Islands.
| Yours faithfully |
|
| |
|
| |
|
| /s/ Harney Westwood & Riegels |
|
| Harney Westwood & Riegels |
|
Schedule
1
List of Documents Examined
| 1 | A copy of the certificate of incorporation of the Company dated 16 June 2021; |
| 2 | A copy of the second amended and restated memorandum and articles of association of the Company adopted
by a special resolution passed on 26 April 2023 and effective immediately prior to the completion of the initial public offering of the
Company’s Class A Ordinary Shares (the M&A); |
| 3 | A copy of the certificate of good standing in respect of the Company issued by the Registrar of Companies
of the Cayman Islands dated 21 August 2024; |
| 4 | A copy of the register of directors and officers of the Company provided to us on 12 September 2024; |
| 5 | A copy of the executed written resolutions of the board of director of the Company dated 12 September
2024 (the Resolutions); |
| 6 | A copy of a certificate issued by a director of the Company dated 12 September 2024, a copy of which is
attached hereto (the Director’s Certificate); |
| 7 | A copy of the Eshallgo Inc 2024 Equity Incentive Plan; and |
| 8 | The Registration Statement. |
(1 to 5 above are the Corporate
Documents, and 1 to 8 above are the Documents).
Schedule
2
Assumptions
| 1 | Authenticity of Documents. All original Documents are authentic, all signatures, initials and seals
are genuine, and all copies of Documents are true and correct copies. |
| 2 | Corporate Documents. All matters required by law to be recorded in the Corporate Documents are
so recorded, and all corporate minutes, resolutions, certificates, documents and records which we have reviewed are accurate and complete,
and all facts expressed in or implied thereby are accurate and complete. |
| 3 | Director’s Certificate. The contents of the Director’s Certificate are true and accurate
as at the date of this opinion and there is no information not contained in the Director’s Certificate that will in any way affect
this opinion. |
| 4 | No Steps to Wind-up. The directors and shareholders of the Company have not taken any steps to
have the Company struck off or placed in liquidation, no steps have been taken to wind up the Company and no receiver has been appointed
over any of the property or assets of the Company. |
| 5 | Resolutions. The Resolutions have been duly executed by or on behalf of the directors, and the
signatures and initials thereon are those of a person or persons in whose name the Resolutions have been expressed to be signed. The Resolutions
remain in full force and effect. |
| 6 | Unseen Documents. Save for the Documents provided to us there are no resolutions, agreements, documents
or arrangements which materially affect, amend or vary the transactions envisaged in the Registration Statement. |
| 7 | Constitutional Documents. The M&A is the latest memorandum and articles of association of the
Company in effect as of the time of the opinion. |
| 8 | Court Search. The Register of Writs and other Originating Process of the Grand Court of the Cayman
Islands examined by us for the period from the date of incorporation of the Company to the Court Search Date via the Court’s Digital
System on the Court Search Date, constitutes a complete record of the proceedings for such period before the Grand Court of the Cayman
Islands. |
Schedule
3
Qualifications
| 1 | Foreign Statutes. We express no opinion in relation to provisions making reference to foreign statutes
in the Registration Statement. |
| 2 | Commercial Terms. Except as specifically stated herein, we make no comment with respect to any
representations and warranties which may be made by or with respect to the Company in any of the documents or instruments cited in this
opinion or otherwise with respect to the commercial terms of the transactions the subject of this opinion. |
| 3 | Meaning of Non-Assessable. In this opinion the phrase non-assessable means, with
respect to the issuance of Shares, that a shareholder shall not, in respect of the relevant Shares, have any obligation to make further
contributions to the Company's assets (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship
or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil). |
| 4 | Good Standing. The Company shall be deemed to be in good standing at any time if all fees (including
annual filing fees) and penalties under the Companies Act (Revised) of the Cayman Islands (the Companies Act) have been
paid and the Registrar of Companies has no knowledge that the Company is in default under the Companies Act. |
| 5 | Economic Substance. We have undertaken no enquiry and express no view as to the compliance of the
Company with the International Tax Co-operation (Economic Substance) Act (Revised). |
| 6 | Court Search. The search of the Register of Writs and other Originating Process of the Grand Court
of the Cayman Islands has been undertaken on a digital system made available through the Grand Court of the Cayman Islands (the Court’s
Digital System), and through inadvertent errors or delays in updating the digital system (and/or the Court Register from which
the digital information is drawn) may not constitute a complete record of all proceedings as at the Court Search Date and in particular
may omit details of very recent filings. The Court Search of the Court Register would not reveal, amongst other things, an Originating
Process filed with the Grand Court which, pursuant to the Grand Court rules or best practice of the Clerk of the Courts’ office,
should have been entered in the Court Register but was not in fact entered in the Court Register (properly or at all), or any Originating
Process which has been placed under seal or anonymised (whether by order of the Court or pursuant to the practice of the Clerk of the
Courts’ office). |
Annex
Director’s Certificate
Exhibit 23.2
Independent
Registered Public Accounting Firm’s Consent
We consent to the incorporation by reference in
this Registration Statement of Eshallgo Inc on Form S-8 of our report dated July 31, 2024 with respect to our audits of the consolidated
financial statements of Eshallgo Inc as of March 31, 2024 and 2023 and for the years ended March 31, 2024 and 2023 appearing in the Annual
Report on Form 20-F of Eshallgo Inc for the year ended March 31, 2024.
/s/ Marcum Asia CPAs LLP
Marcum Asia CPAs LLP
New York, New York
September 17, 2024
NEW YORK OFFICE • 7 Penn Plaza • Suite
830 • New York, New York • 10001
Phone 646.442.4845 • Fax 646.349.5200 •
www.marcumasia.com
Exhibit 23.3
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
We consent to the incorporation by reference in
this Registration Statement of Eshallgo Inc on Form S-8 of our report
dated December 22, 2022, with respect to our audit of the consolidated financial statements of Eshallgo Inc for the year ended March 31,
2022, which report appears in the annual report of Form 20-F of Eshallgo Inc for the year ended March 31, 2024.
/s/ Friedman LLP
Friedman LLP
New York, New York
September 17, 2024
EX-FILING FEES
Calculation of Filing Fee Tables
S-8
(Form Type)
ESHALLGO INC
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security
Type |
|
Security
Class
Title |
|
Fee
Calculation
Rule |
|
Amount
Registered (1) |
|
|
Proposed
Maximum
Offering
Price Per
Share (2) |
|
|
Maximum
Aggregate
Offering
Price |
|
|
Fee
Rate |
|
|
Amount of
Registration
Fee |
|
| Equity |
|
Class A Ordinary Shares, US$0.0001 par value per share |
|
Rule 457(c) and (h) |
|
|
2,000,000 |
|
|
$ |
2.17 |
|
|
$ |
2,320,000 |
|
|
$ |
0.00014760 |
|
|
$ |
342.43 |
|
| Total Offering Amounts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
342.43 |
|
| Total Fee Offsets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
0 |
|
| Net Fee Due |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
342.43 |
|
| (1) | This
Registration Statement on Form S-8 covers additional shares of Class A Ordinary Shares, US$0.0001 par value per share of ESHALLGO
INC(“Registrant”) issuable pursuant to the 2024 Equity Incentive Plan (as amended and
restated, the “2024 Equity Incentive Plan”) of the Registrant. Pursuant to Rule 416(a) under the Securities Act of 1933,
as amended (the “Securities Act”), this registration statement is deemed to cover an indeterminate number of ordinary shares
which may be offered and issued to prevent dilution resulting from share splits, share dividends or similar transactions as provided
in the 2024 Equity Incentive Plan. |
| (2) | The
proposed maximum offering price per share, which is estimated solely for the purposes of calculating the registration fee under Rule
457(h) and Rule 457(c) under the Securities Act, is based on US$2.17 per Class A ordinary share, the average of the high and low prices
for the Registrant’s Class A ordinary share as quoted on the Nasdaq Capital Market on September 13, 2024. |
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