POS AM 1 ehgoposam032026.htm POS AM

As filed with the U.S. Securities and Exchange Commission on March 24, 2026

Registration No. 333-291149

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

POST-EFFECTIVE AMENDMENT NO. 1

FORM F-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Eshallgo Inc

(Exact name of registrant as specified in its charter)

Cayman Islands		7359		Not Applicable
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(IRS. Employer Identification Number)

No. 37, Haiyi Villa, Lane 97, Songlin Road

Pudong New District

Shanghai, China 200120

+86 400 100 7299
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Cogency Global Inc.
122 East 42^nd Street, 18^th Floor
New York, NY 10168
(212) 947-7200
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

William S. Rosenstadt, Esq.
Mengyi “Jason” Ye, Esq.
Yuning “Grace” Bai, Esq.
Ortoli Rosenstadt LLP
366 Madison Avenue – 3rd Floor
New York, New York 10017
(212)-588-0022

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement as determined by the registrant.

If only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with US GAAP, 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. ☐

†	The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

On October 29, 2025, Eshallgo Inc (the “Company” or “EHGO” or “EShallGo”) filed a Registration Statement on Form F-3 (File No. 333-291149) (as amended, the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “SEC”), which became effective by operation of law in accordance with the provisions of Section 8(a) of the Securities Act of 1933 (the “Securities Act”) on December 2, 2025.

The Company is filing this Post-Effective Amendment No. 1 to the Registration Statement to: (i) include the delaying amendment language pursuant to Section 8(a) of the Securities Act, on the cover page of the Registration Statement; (ii) add disclosure regarding the Company’s current public float to the prospectus cover page; (iii) update the financial disclosure contained in the Registration Statement to include the Company’s unaudited condensed consolidated financial statements as of and for the six months ended September 30, 2025; and (iv) revise the “Incorporation of Documents by Reference” section of the prospectus to permit the incorporation by reference of future filings made by the Company with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended.

No additional securities are being registered by this Post-Effective Amendment. All applicable registration fees were paid at the time of the original filing of the Registration Statement.

The information in this preliminary prospectus is not complete and may be changed. We may not sell the securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities, and we are not soliciting any offer to buy these securities in any jurisdiction where such offer or sale is not permitted.

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION

DATED MARCH 24, 2026

Eshallgo Inc

$100,000,000

Class A Ordinary Shares

Share Purchase Contracts

Share Purchase Units

Warrants

Debt Securities

Rights

Units

We may offer, from time to time, in one or more offerings, Class A Ordinary Shares, share purchase contracts, share purchase units, warrants, debt securities, rights or units, which we collectively refer to as the “securities”. The aggregate initial offering price of the securities that we may offer and sell under this prospectus will not exceed $100,000,000.

We may offer and sell any combination of the securities described in this prospectus in different series, at times, in amounts, at prices and on terms to be determined at, or prior to, the time of each offering. This prospectus describes the general terms of these securities and the general manner in which these securities will be offered. We will provide the specific terms of these securities in supplements to this prospectus. The prospectus supplements will also describe the specific manner in which these securities will be offered and may also supplement, update or amend information contained in this prospectus. This prospectus may not be used to consummate a sale of securities unless accompanied by the applicable prospectus supplement. You should read this prospectus and any applicable prospectus supplement before you invest.

We may offer and sell the securities from time to time at fixed prices, at market prices, or at negotiated prices, to or through underwriters, to other purchasers, through agents, or through a combination of these methods. If any underwriters are involved in the sale of any securities with respect to which this prospectus is being delivered, the names of such underwriters and any applicable commissions or discounts will be set forth in a prospectus supplement. The offering price of such securities and the net proceeds we expect to receive from such sale will also be set forth in a prospectus supplement. See “Plan of Distribution” elsewhere in this prospectus for a more complete description of the ways in which the securities may be sold.

Pursuant to General Instruction I.B.5. of Form F-3, in no event will we sell the securities covered hereby in a public primary offering with a value exceeding more than one-third of the aggregate market value of our ordinary shares in any 12-month period so long as the aggregate market value of our voting and non-voting common equity held by non-affiliates remains below $75,000,000. During the 12 calendar months prior to and including the date of this prospectus, we have not offered or sold any securities pursuant to General Instruction I.B.5 of Form F-3.

Any proceeds from the sale of Class A ordinary shares of a par value of US$0.0001 each (the “Class A Ordinary Shares”) offered by us will be available for our immediate use, despite uncertainty about whether we would be able to use such funds to effectively implement our business plan. See “Risk Factors” on page 28 for more information.

Our issued and outstanding share capital is a dual class structure consisting of Class A Ordinary Shares and Class B Ordinary Shares. Holders of Class A Ordinary Shares and Class B Ordinary Shares shall at all times vote together as one class on all matters submitted to a vote by the shareholders at any general meeting of the Company. Each Class A Ordinary Share shall entitle the holder thereof to one (1) vote on all matters subject to vote at general meetings of the Company and each Class B Ordinary Share shall entitle the holder thereof to fifty (50) votes on all matters subject to vote at general meetings of the Company. Also, each Class B Ordinary Share is convertible into one (1) Class A Ordinary Share at any time at the option of the holder thereof, but Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances. Holders of Class A Ordinary Shares and Class B Ordinary Shares have the same rights except for voting and conversion rights.

Our Class A Ordinary Shares are traded on the Nasdaq Capital Market under the symbol “EHGO.” On March 23, 2026, the closing price of our Class A Ordinary Shares as reported by the Nasdaq Capital Market was $0.201. As of March 23, 2026, the aggregate market value of EHGO’s outstanding Class A Ordinary Shares held by non-affiliates was approximately US$ 5,261,090 based on 26,505,340 issued and outstanding Class A Ordinary Shares, of which approximately 20,877,340 Class A Ordinary Shares were held by non-affiliates and the per share price of $0.252, which was the closing price of our Class A Ordinary Shares on Nasdaq on January 23, 2026. The applicable prospectus supplement will contain information, where applicable, as to other listings, if any, on the Nasdaq Capital Market or other securities exchange of the securities covered by the prospectus supplement. We may experience price volatility in our stock. See related risk factors in the “Risk Factors” section of this prospectus and as set forth in our most recent annual report on Form 20-F.

As previously disclosed, on July 23, 2025, the Company received a letter from the Listing Qualifications staff of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that the minimum closing bid price per share for its class A ordinary shares, par value US$0.0001 per share, was below $1.00 for a period of 30 consecutive business days and that the Company did not meet the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2). Nasdaq provided the Company with a 180 calendar days compliance period, or until January 19, 2026, in which to regain compliance with Nasdaq continued listing requirement. On January 20, 2026, the Company received a letter from Nasdaq, indicating that the Company is granted an additional 180 calendar days, until July 20, 2026, to regain compliance with the minimum bid price requirement of $1.00 per share, as stipulated by Nasdaq Listing Rule 5550(a)(2). If compliance cannot be demonstrated by July 20, 2026, Nasdaq staff will provide written notification that the Company’s securities will be delisted. At that time, the Company may appeal Nasdaq staff’s determination to a Hearings Panel. The Company is currently evaluating options to regain compliance and intends to timely regain compliance with Nasdaq’s continued listing requirement. The Company will use all reasonable efforts to achieve compliance with Rule 5550(a)(2).

Unless otherwise specified in an applicable prospectus supplement, our share purchase contracts, share purchase units, warrants, debt securities, rights and units will not be listed on any securities or stock exchange or on any automated dealer quotation system.

Investors are cautioned that you are not buying shares of a China-based operating company but instead are buying shares of a shell company issuer that operates through its subsidiaries and variable interest entities (“VIEs”).

Unless otherwise stated, as used in this prospectus, the terms “Eshallgo,” “we,” “us,” “our Company,” and the “Company” refer to Eshallgo Inc, an exempted company with limited liability incorporated under the laws of Cayman Islands; “PRC subsidiary,” “Eshallgo WFOE” or “WFOE” refer to Shanghai Eshallgo Enterprise Development (Group) Co., Ltd, a limited liability company organized under the laws of the PRC and our indirect wholly owned subsidiary; the term “consolidated VIEs” or “VIEs” refer to Junzhang Shanghai and Junzhang Beijing, and 19 individually-owned businesses organized under the laws of the PRC.

We are incorporated in the Cayman Islands. As a holding company with no material operations of our own, we conduct our operations in China through the variable interest entities, Junzhang Digital Technology (Beijing) Co., Ltd. and Junzhang Digital Technology (Shanghai) Co., Ltd., or Junzhang Beijing and Junzhang Shanghai. This is an offering of the Class A Ordinary Shares of the offshore holding company. You are not investing in Junzhang Beijing or Junzhang Shanghai, the VIEs. Neither we nor our subsidiaries own any share in, Junzhang Beijing and Junzhang Shanghai. Instead, we receive the economic benefits of, Junzhang Beijing or Junzhang Shanghai’s business operation through a series of contractual agreements, or the VIE Agreements, which have not been tested in court. As a result of our indirect ownership in the WFOE and the VIE Agreements, we are regarded as the primary beneficiary of the VIE. The VIE structure provides contractual exposure to foreign investment in Chinese-based companies where Chinese law prohibits direct foreign investment in the operating companies and investors directly holding equity interests in the Chinese operating entities. However, as of the date of this prospectus, the VIE agreements have not been tested in a court of law. We and our investors do not have an equity ownership in, direct foreign investment in, or control through such ownership/investment of the VIEs. Therefore, the VIE agreements do not give us the same controlling power as if we had equity ownership in the VIE. In August and December 2021, Eshallgo WFOE, which is our PRC subsidiary, Junzhang Shanghai and Junzhang Beijing, and shareholders of Junzhang Shanghai and Junzhang Beijing entered into a series of contractual agreements (the “VIE Agreements”) that established the VIE structure. We have evaluated the guidance in FASB ASC 810 and determined that Eshallgo WFOE is the primary beneficiary of Junzhang Shanghai and Junzhang Beijing and their subsidiaries, for accounting purposes, because, pursuant to the VIE Agreements, the VIE shall pay service fees equal to all of its net income to Eshallgo WFOE, while Eshallgo WFOE has the power to direct the activities of the VIEs that can significantly impact the VIEs’ economic performance and is obligated to absorb all of losses of the VIEs. Such contractual arrangements are designed so that the operations of the VIEs are solely for the benefit of Eshallgo WFOE and, ultimately, Eshallgo. Eshallgo has indirect ownership in 100% of the equity in Eshallgo WFOE. Accordingly, under U.S. GAAP, we treat the VIE and its subsidiaries as consolidated affiliated entities and have consolidated their financial results in our financial statements. Junzhang Shanghai, Junzhang Beijing and their subsidiaries are based in China and are engaged in value-added telecommunication services. Due to PRC legal restrictions on foreign ownership in the value-added telecommunication services, we do not own any equity interest in the VIEs. For a detailed description of the VIE Agreements, see “Corporate Structure” on page 101 of the Company’s Annual Report for the fiscal year ended March 31, 2025 on Form 20-F filed with the SEC on August 14, 2025 (the “2025 Annual Report”).

You are investing in Eshallgo Inc, our holding company incorporated in Cayman Islands, and you are not investing in Junzhang Digital Technology (Shanghai) Co., Ltd. and Junzhang Digital Technology (Beijing) Co., Ltd., the VIEs, in China. Our subsidiaries and the VIEs conduct operations in China, and the VIEs are consolidated for accounting purposes but are not entities in which you will own equity, and our holding company does not conduct operations. Investors in our Class A Ordinary Shares should be aware that they will not and may never directly hold equity interests in the VIEs or the PRC operating entities under the VIEs, but rather purchasing equity solely in Eshallgo Inc, our Cayman Islands holding company. Furthermore, shareholders may face difficulties enforcing their legal rights under United States securities laws against our directors and officers who are located outside of the United States. See “Risk Factors – Risks Related to Doing Business in the PRC – PRC laws and regulations governing our current business operations are sometimes vague and uncertain and any changes in such laws and regulations may impair our ability to operate profitably. Rules and regulations in China may change quickly with little advance notice. Uncertainties in the interpretation and enforcement of Chinese laws and regulations could limit the legal protections available to us” on page 38 and “You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions in China against us or our management named in the prospectus based on foreign laws” on page 57 of the 2025 Annual Report.

Because of our corporate structure, we are subject to risks due to uncertainty of the interpretation and the application of the PRC laws and regulations, including but not limited to limitation on foreign ownership of internet technology companies, and regulatory review of oversea listing of PRC companies through a special purpose vehicle, and the validity and enforcement of the VIE Agreements. We are also subject to the risks of uncertainty about any future actions of the PRC government in this regard. The VIE Agreements have not been tested in a court of law and may not be effective in providing control over the VIEs, and we are subject to risks due to the uncertainty of the interpretation and application of the laws and regulations of the PRC regarding the VIEs and the VIE structure. We may also be subject to sanctions imposed by PRC regulatory agencies including Chinese Securities Regulatory Commission if we fail to comply with their rules and regulations. If the Chinese regulatory authorities disallow this VIE structure in the future, it will likely result in a material change in our financial performance and our results of operations and/or the value of our Class A Ordinary Shares, which could cause the value of such securities to significantly decline or become worthless. For a detailed description of the risks relating to the VIE structure, doing business in the PRC, and the offering as a result of the structure. See “Risk Factors – Risks Related to Our Corporate Structure and Operation” and “Risk Factors - Risks Related to Doing Business in the PRC.”

Additionally, we are subject to certain legal and operational risks associated with the VIEs’ operations in China. PRC laws and regulations governing our current business operations are sometimes vague and uncertain, and therefore, these risks may result in a material change in the VIEs’ operations, significant depreciation of the value of our Class A Ordinary Shares, or a complete hinderance of our ability to offer or continue to offer our securities to investors and cause the value of such securities to significantly decline or be worthless. Recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. Since these statements and regulatory actions are new, it is highly uncertain how soon legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, and the potential impact such modified or new laws and regulations will have on our daily business operation, the ability to accept foreign investments and list on an U.S. or other foreign exchange. As of the date of this prospectus, neither we nor the VIEs have been involved in any investigations or received any inquiry, notice, warning, or sanctions regarding our planned overseas listing from the China Securities Regulatory Commission or any other PRC governmental authorities. It is the opinion of our PRC counsel, Beijing DOCVIT Law Firm, that we will not be subject to cybersecurity review with the Cyberspace Administration of China, or the “CAC,” pursuant to the Cybersecurity Review Measures, which became effective on February 15, 2022 because (1) we currently do not have over one million users’ personal information; (2) we do not collect data that affects or may affect national security and we do not anticipate that we will be collecting over one million users’ personal information or data that affects or may affect national security in the foreseeable future, which we understand might otherwise subject us to the Cybersecurity Review Measures. Since these statements and regulatory actions are newly published, however, official guidance and related implementation rules have not been issued. It is highly uncertain what the potential impact such modified or new laws and regulations will have on the daily business operations of our subsidiaries and VIEs, our ability to accept foreign investments, and our listing on an U.S. exchange. The Standing Committee of the National People’s Congress (the “SCNPC”) or PRC regulatory authorities may in the future promulgate laws, regulations, or implementing rules that require us, our subsidiaries, or the VIEs to obtain regulatory approval from Chinese authorities before listing in the U.S.

On February 17, 2023, the China Securities Regulation Commission (“CSRC”) published the Provisions on Strengthening the Confidentiality and Archives Administration Related to the Overseas Securities Offering and Listing by Domestic Enterprises (the “Provisions on Confidentiality and Archives Administration”), which came into effect on March 31, 2023. The Provisions on Confidentiality and Archives Administration requires that, in the process of overseas issuance of securities by domestic entities, the domestic entities, and securities companies and securities service institutions that provide relevant securities service shall strictly implement the provisions of relevant laws and regulations and the requirements of these provisions, establish and improve rules on confidentiality and archives administration. On the same day, the CSRC also promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Enterprises (the “Trial Measures”), which became effective on March 31, 2023. On the same date, the CSRC circulated Supporting Guidance Rules No. 1 through No. 5, Notes on the Trial Measures, Notice on Administration Arrangements for the Filing of Overseas Listings by Domestic Enterprises and relevant CSRC Answers to Reporter Questions (collectively, the “Guidance Rules and Notice”) on the CSRC’s official website. Under the Trial Measures and the Guidance Rules and Notice, domestic companies conducting overseas securities offering activities, either in direct or indirect form, shall complete filing procedures with the CSRC pursuant to the requirements of the Trial Measures within three working days following its submission of initial public offerings or listing application. In addition, an overseas-listed company must also submit the filing with respect to its follow-on offerings, issuance of convertible corporate bonds and exchangeable bonds, and other equivalent offering activities, within the time frame specified by the Overseas Listing Trial Measures. Therefore, we are required to submit a filing with the CSRC within three business days after the completion of an offering made pursuant to this prospectus and may be subject to the filing requirements under the Overseas Listing Trial Measures for our future offerings and listing of our securities in an overseas market under the Overseas Listing Trial Measures. If we fail to complete such filing with the CSRC in compliance with the Overseas Listing Trial Measures, the CSRC may order rectification, issue warnings, or impose a fine ranging from RMB1 million to RMB10 million on our PRC subsidiary designated to complete such filing and the directly responsible persons will be warned and fined between RMB500,000 and RMB5 million. The New Overseas Listing Rules laid out the regulatory filing requirements for both direct and indirect overseas listings and clarify the determination criteria for indirect overseas listing in overseas markets. In the opinion of Beijing DOCVIT Law Firm, our counsel as to certain PRC legal matters, after the completion of this offering pursuant to this prospectus, we require to make the CSRC filing procedure.

We have been closely monitoring regulatory developments in PRC regarding any necessary approvals from the CSRC or other PRC governmental authorities required for overseas listings, including this offering. As advised by our PRC counsel, Beijing DOCVIT Law Firm, as of the date of this prospectus, although we are required to complete certain filing procedure in connection with our offering (including this offering and any subsequent offering) under the Trial Measures, no relevant PRC laws or regulations in effect require that we obtain approval or permission from any PRC authorities to issue securities to foreign investors, and we have not received any inquiry, notice, warning, sanction, or any regulatory objection to this offering from the CSRC, the CAC, or any other PRC authorities that have jurisdiction over our operations. However, since these statements and regulatory actions are newly published, it is highly uncertain what the potential impact such modified or new laws and regulations will have on the daily business operations of our subsidiaries, our ability to accept foreign investments, and our listing on a U.S. exchange. If we do not receive or maintain such approval (should the approval is required in the future by the PRC government), or inadvertently conclude that such approval is not required, or applicable laws, regulations, or interpretations change such that we are required to obtain approval in the future, we may be subject to an investigation by competent regulators, fines or penalties, or an order prohibiting us from conducting an offering, and these risks could result in a material adverse change in our operations and the value of our Class A Ordinary Shares, significantly limit or completely hinder our ability to offer or continue to offer securities to investors, or cause such securities to significantly decline in value or become worthless. See “Risk Factors — Risks Related to Doing Business in the PRC” on page 36 of the 2025 Annual Report for more information.

Eshallgo Inc is permitted under the laws of Cayman Islands to provide funding to our subsidiaries in Hong Kong and PRC through loans or capital contributions without restrictions on the amount of the funds. Our subsidiary in Hong Kong is also permitted under the laws of Hong Kong SAR to provide funding to Eshallgo Inc through dividend distribution without restrictions on the amount of the funds. Current PRC regulations permit EShallGo WOFE to pay dividends to the Company only out of their accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. As of the date of this prospectus, our Company, our subsidiaries, and the VIEs have not distributed any earnings or settled any amounts owed under the VIE Agreements. Our Company, our subsidiaries, and the VIEs do not have any plan to distribute earnings or settle amounts owed under the VIE Agreements in the foreseeable future. As of the date of this prospectus, none of our subsidiaries or VIEs have made any dividends or distributions to our Company and our Company has not made any dividends or distributions to our shareholders. We intend to keep any future earnings to finance the expansion of our business, and we do not anticipate that any cash dividends will be paid in the foreseeable future. If we determine to pay dividends on any of our Class A Ordinary Shares in the future, as a holding company, we will depend on receipt of funds from our PRC subsidiary and from the VIEs to our PRC subsidiary in accordance with the VIE Agreements. See “Prospectus Summary - Transfers of Cash to and from the VIEs.”

The structure of cash flows within our organization, and as summary of the applicable regulations, is as follows:

1. Our equity structure adopt both a direct holding structure and contractual structure. Eshallgo Inc, or Eshallgo, directly controls Shanghai Eshallgo Enterprise Development (Group) co., Ltd., or Eshallgo WFOE or the WFOE, and Hong Kong company, Junzhang Monarch Limited, or Eshallgo HK. Eshallgo WFOE is the primary beneficiary of Junzhang Shanghai and Junzhang Beijing through a series of contractual agreements, under which Eshallgo WFOE has the exclusive right to provide to Junzhang Beijing or Junzhang Shanghai consulting, technical or other services and their respective intellectual property rights in exchange for payments. See “Organizational Structure” and “Contractual Arrangements with the VIEs and Their Shareholders” on page 102 of the 2025 Annual Report respectively for additional details.

2. Within our direct holding structure, the cross-border transfer of funds within our corporate group is legal and compliant with the laws and regulations of the PRC. After foreign investors’ funds enter Eshallgo at the close of this offering, the funds can be directly transferred to Eshallgo HK, and then transferred to subordinate operating entities through the WFOE. Within our contractual structure, the transfer of funds between the WFOE and VIEs are also legal and compliant with the laws and regulations of the PRC.

If the Company intends to distribute dividends, the VIEs will transfer the dividends to Eshallgo WOFE, which then will transfer the dividends to Eshallgo HK in accordance with the laws and regulations of the PRC, and then Eshallgo HK will transfer the dividends to Eshallgo, and the dividends will be distributed from Eshallgo to all shareholders respectively in proportion to the shares they hold, regardless of whether the shareholders are U.S. investors or investors in other countries or regions.

3. In the reporting periods presented in this prospectus, no cash and other asset transfers have occurred among the Company, its subsidiaries and the VIEs; and no dividends or distributions of a VIE have been made to the Company to date between the holding company and its subsidiaries, or to investors. For the foreseeable future, the Company intends to use the earnings for research and development, to develop new products and to expand its operations. As a result, we do not expect to pay any cash dividends. Furthermore, besides the potential tax consequences mentioned below, although we do not anticipate any difficulties or limitations on our ability to transfer cash between the holding company and the subsidiaries, or between the VIEs and the subsidiaries in the future, we have not installed any cash management policies that dictate how funds are transferred between the holding company, the subsidiaries and the VIEs. To the extent cash in the business is in the PRC/Hong Kong or a PRC/Hong Kong entity, the funds may not be available to fund operations or for other use outside of the PRC/Hong Kong due to interventions in or the imposition of restrictions and limitations on the ability of the holding company, our subsidiaries, or the consolidated VIEs by the PRC government to transfer cash. See “Prospectus Summary – Transfers of Cash to and from the VIEs and Subsidiaries” on page 8, “Summary of Risk Factors - Risks Related to Our Corporate Structure and Operation” on page 25, and “Risk Factors - Risks Related to Our Corporate Structure and Operation – We are a holding company and will rely on dividends paid by our subsidiaries for our cash needs. Any limitation on the ability of our subsidiaries to make dividend payments to us, or any tax implications of making dividend payments to us, could limit our ability to pay our parent company expenses or pay dividends to holders of our ordinary shares” on page 34 of the 2025 Annual Report.

4. Our PRC subsidiary’s ability to distribute dividends is based upon its distributable earnings. Current PRC regulations permit our PRC subsidiaries to pay dividends to their respective shareholders only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, each of our PRC subsidiaries is required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of each of their registered capitals. These reserves are not distributable as cash dividends. See “Summary of Financial Position and Cash Flows of Eshallgo Inc, its VIEs and the VIE subsidiaries ” on page 9, the financial statement beginning on F-1, and “Dividend Policy” on page 139 of the 2025 Annual Report for more information.

To address persistent capital outflows and the RMB’s depreciation against the U.S. dollar in the fourth quarter of 2016, the People’s Bank of China and the State Administration of Foreign Exchange, or SAFE, have implemented a series of capital control measures in the subsequent months, including stricter vetting procedures for China-based companies to remit foreign currency for overseas acquisitions, dividend payments and shareholder loan repayments. The PRC government may continue to strengthen its capital controls and our PRC subsidiaries’ dividends and other distributions may be subject to tightened scrutiny in the future. The PRC government also imposes controls on the conversion of RMB into foreign currencies and the remittance of currencies out of the PRC. Therefore, we may experience difficulties in completing the administrative procedures necessary to obtain and remit foreign currency for the payment of dividends from our profits, if any. Furthermore, if our subsidiaries in the PRC incur debt on their own in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments.

Pursuant to the Holding Foreign Companies Accountable Act, or the HFCAA, the Public Company Accounting Oversight Board United States, or the PCAOB, issued a Determination Report on December 16, 2021 which found that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in: (1) mainland China of the People’s Republic of China because of a position taken by one or more authorities in mainland China; and (2) Hong Kong, a Special Administrative Region and dependency of the People’s Republic of China, or the PRC, because of a position taken by one or more authorities in Hong Kong. Furthermore, as more stringent criteria have been imposed by the SEC and the PCAOB recently, our ordinary shares may be prohibited from trading on a national exchange or over-the-counter under the HFCAA if the PCAOB is unable to inspect our auditors for three consecutive years beginning in 2021. On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, and on December 29, 2022, legislation entitled “Consolidated Appropriations Act, 2023” (the “Consolidated Appropriations Act”) was signed into law, which contained, among other things, an identical provision to the Accelerating Holding Foreign Companies Accountable Act and amended the HFCA Act by requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three, thus reducing the time period for triggering the prohibition on trading. Our predecessor auditors, Marcum Asia CPAs LLP and YCM CPA INC., and our current auditor, Felix CPAs LLC, are not subject to the determinations as to inability to inspect or investigate registered firms completely announced by the PCAOB on December 16, 2021. Our predecessor auditors are based in Manhattan, New York and Irvine, California respectively, and have been inspected by the PCAOB on a regular basis. Our current auditor is based in Branchburg, New Jersey and is registered with PCAOB and subject to PCAOB inspection. If trading in our ordinary shares is prohibited under the HFCAA in the future because the PCAOB determines that it cannot inspect or fully investigate our auditor at such future time, Nasdaq may determine to delist our ordinary shares and trading in our ordinary shares could be prohibited. On August 26, 2022, the PCAOB announced that it had signed a Statement of Protocol (the “SOP”) with the China Securities Regulatory Commission and the Ministry of Finance of China. The SOP, together with two protocol agreements governing inspections and investigations (together, the “SOP Agreement”), establishes a specific, accountable framework to make possible complete inspections and investigations by the PCAOB of audit firms based in mainland China and Hong Kong, as required under U.S. law. On December 15, 2022, the PCAOB announced that it was able to secure complete access to inspect and investigate PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong completely in 2022. The PCAOB Board vacated its previous 2021 determinations that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong. However, whether the PCAOB will continue to be able to satisfactorily conduct inspections of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong is subject to uncertainties and depends on a number of factors out of our and our auditor’s control. The PCAOB continues to demand complete access in mainland China and Hong Kong moving forward and is making plans to resume regular inspections in early 2023 and beyond, as well as to continue pursuing ongoing investigations and initiate new investigations as needed. The PCAOB has also indicated that it will act immediately to consider the need to issue new determinations with the HFCAA if needed. See “Risk Factors — Risks Related to Doing Business in the PRC – The recent joint statement by the SEC and PCAOB, proposed rule changes submitted by Nasdaq, and the Holding Foreign Companies Accountable Act all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. These developments could add uncertainties to our offering” on page 55 of the 2025 Annual Report.

We are an “emerging growth company” under the federal securities laws and will be subject to reduced public company reporting requirements. See “Prospectus Summary — Implications of Being an Emerging Growth Company” for additional information.

Investing in our Class A Ordinary Shares involves high degree of risks. You should read carefully the discussion of material risks of investing in our Class A Ordinary Shares. See “Risk Factors” beginning on page 12 of the 2025 Annual Report.

Neither the U.S. Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

TABLE OF CONTENTS

		Page
ABOUT THIS PROSPECTUS		ii
SPECIAL NOTICE REGARDING FORWARD-LOOKING STATEMENTS		iii
PROSPECTUS SUMMARY		1
RISK FACTORS		28
CAPITALIZATION AND INDEBTNESS		29
DILUTION		29
USE OF PROCEEDS		29
DESCRIPTION OF SHARE CAPITAL		30
DESCRIPTION OF WARRANTS		38
DESCRIPTION OF DEBT SECURITIES		40
DESCRIPTION OF UNITS		49
DESCRIPTION OF SHARE PURCHASE CONTRACTS AND SHARE PURCHASE UNITS		49
DESCRIPTION OF RIGHTS		49
PLAN OF DISTRIBUTION		50
TAXATION		51
EXPENSES		52
MATERIAL CONTRACTS		52
MATERIAL CHANGES		52
LEGAL MATTERS		52
EXPERTS		52
INTERESTS OF EXPERTS AND COUNSEL		52
ENFORCEABILITY OF CIVIL LIABILITIES		53
INCORPORATION OF DOCUMENTS BY REFERENCE		54
WHERE YOU CAN FIND ADDITIONAL INFORMATION		55

You should rely only on the information contained or incorporated by reference in this prospectus or any prospectus supplement. We have not authorized any person to provide you with different or additional information. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus is not an offer to sell securities, and it is not soliciting an offer to buy securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus or any prospectus supplement, as well as information we have previously filed with the SEC and incorporated by reference, is accurate as of the date on the front of those documents only. Our business, financial condition, results of operations and prospects may have changed since those dates.

	For the Six Months Ended September 30, 2025
	ESHALLGO			Subsidiary
	(Cayman			(Hong			WFOE								Consolidated
	Islands)			Kong)			(PRC)			VIE (PRC)			Eliminations		Total
Revenues	$	—		$	—		$	1,165,821		$	6,624,444		$	—	$	7,790,265
Service income from VIE and VIE’s subsidiaries	$	—		$	—		$	—		$	—		$	—	$	—
Equity in earnings of subsidiaries and VIEs	$	(1,587,564	)	$	(1,506,316	)	$	(808,361	)	$	—		$	3,093,881	$	(808,361	)
Consulting fee in relation to services rendered by WFOE	$	—		$	—		$	—		$	—		$	—	$	—
Net income (loss) attributable to non-controlling interest	$	—			—			(3,429	)		(279,897	)		—		(283,326	)
Net loss attributable to Eshallgo Inc	$	(7,301,142	)	$	(1,587,564	)	$	(1,506,317	)	$	(808,361	)	$	3,902,242	$	(7,301,142	)
Comprehensive income (loss) attributable to non-controlling interest		—			—			(3,692	)		(164,620	)		—		(168,312	)
Comprehensive loss attributable to Eshallgo Inc	$	(7,123,737	)	$	(1,410,159	)	$	(1,328,610	)	$	(673,039	)	$	3,411,808	$	(7,123,737	)

	For the Year Ended March 31, 2025
	ESHALLGO			Subsidiary
	(Cayman			(Hong			WFOE								Consolidated
	Islands)			Kong)			(PRC)			VIE (PRC)			Eliminations		Total
Revenues	$	—		$	—		$	1,238,283		$	12,233,829		$	—	$	13,472,112
Service income from VIE and VIE’s subsidiaries	$	—		$	—		$	—		$	—		$	—	$	—
Equity in earnings of subsidiaries and VIEs	$	(2,648,393	)	$	(2,534,310	)	$	(1,310,001	)	$	—		$	5,182,703	$	(1,310,001	)
Consulting fee in relation to services rendered by WFOE	$	—		$	—		$	—		$	—		$	—	$	—
Net income (loss) attributable to non-controlling interest		—			—			10,272			(112,560	)		—		(102,288	)
Net loss attributable to Eshallgo Inc	$	(10,798,318	)	$	(2,648,393	)	$	(2,534,310	)	$	(1,310,001	)	$	6,492,704	$	(10,798,318	)
Comprehensive loss attributable to non-controlling interest		—			—			(9,835	)		(94,698	)		—		(104,533	)
Comprehensive loss attributable to Eshallgo Inc	$	(10,851,497	)	$	(2,701,572	)	$	(2,585,626	)	$	(1,325,653	)	$	6,612,851	$	(10,851,497	)

	For the Year Ended March 31, 2024
	ESHALLGO			Subsidiary
	(Cayman			(Hong			WFOE									Consolidated
	Islands)			Kong)			(PRC)			VIE (PRC)			Eliminations			Total
Revenues	$	—		$	—		$	—		$	16,963,957		$	—		$	16,963,957
Service income from VIE and VIE’s subsidiaries	$	—		$	—		$	13,497		$	—		$	(13,497	)	$	—
Equity in earnings of subsidiaries and VIEs	$	8,652		$	8,652		$	—		$	—		$	(17,304	)	$	—
Consulting fee in relation to services rendered by WFOE	$	—		$	—		$	—		$	(13,497	)	$	13,497		$	—
Net income attributable to non-controlling interest		—			—			—			836,679			—			836,679
Net income attributable to Eshallgo Inc	$	8,652		$	8,652		$	8,652		$	—		$	(17,304	)	$	8,652
Comprehensive income attributable to non-controlling interest		—			—			—			538,925			—			538,925
Comprehensive loss attributable to Eshallgo Inc	$	(517,937	)	$	(517,937	)	$	(517,937	)	$	(501,925	)	$	1,537,799		$	(517,937	)

	For the Year Ended March 31, 2023
	ESHALLGO			Subsidiary
	(Cayman			(Hong			WFOE									Consolidated
	Islands)			Kong)			(PRC)			VIE (PRC)			Eliminations			Total
Revenues	$	—		$	—		$	—		$	18,425,312		$	—		$	18,425,312
Service income from VIE and VIE’s subsidiaries	$	—		$	—		$	484,866		$	—		$	(484,866	)	$	—
Equity in earnings of subsidiaries and VIEs	$	477,689		$	477,689		$	—		$	—		$	(955,378	)	$	—
Consulting fee in relation to services rendered by WFOE	$	—		$	—		$	—		$	(484,866	)	$	484,866		$	—
Net income attributable to non-controlling interest		—			—			—			792,237			—			792,237
Net income attributable to Eshallgo Inc	$	477,689		$	477,689		$	477,689		$	—		$	(955,378	)	$	477,689
Comprehensive income attributable to non-controlling interest		—			—			—			362,261			—			362,261
Comprehensive loss attributable to Eshallgo Inc	$	(312,477	)	$	(312,477	)	$	(312,477	)	$	(813,430	)	$	1,438,384		$	(312,477	)

	As of September 30, 2025
	ESHALLGO		Subsidiary
	(Cayman		(Hong		WFOE							Consolidated
	Islands)		Kong)		(PRC)		VIE (PRC)		Eliminations			Total
Cash	$	633,026	$	966,515	$	116,940	$	2,287,645	$	—		$	4,004,126
Service fee receivable due from VIE and VIE’s subsidiaries	$	—	$	—	$	1,099,457	$	—	$	(1,099,457	)	$	—
Intercompany receivable	$	3,452,100	$	13,257	$	1,132,568	$	5,677	$	(4,603,602	)	$	—
Total current assets	$	5,668,716	$	1,264,892	$	4,015,678	$	16,278,003	$	(5,703,059	)	$	21,524,230
Investments in subsidiaries and VIEs	$	7,121,994	$	8,769,489	$	6,648,378	$	—	$	(22,539,861	)	$	—
Total non-current assets	$	7,121,994	$	8,769,489	$	7,010,555	$	1,068,946	$	(22,539,861	)	$	1,431,123
Total Assets	$	12,790,710	$	10,034,381	$	11,026,233	$	17,346,949	$	(28,242,920	)	$	22,955,353
Service fee payable due to WFOE	$	—	$	—	$	—	$	1,099,457	$	(1,099,457	)	$	—
Intercompany payable	$	—	$	2,902,648	$	1,006,708	$	694,246	$	(4,603,602	)	$	—
Total Liabilities	$	2,136,034	$	2,912,387	$	2,238,463	$	4,785,820	$	(5,703,059	)	$	6,369,645
Total Shareholders’ Equity	$	10,654,676	$	7,121,994	$	8,769,489	$	6,648,378	$	(22,539,861	)	$	10,654,676
Non-controlling interest	$	—	$	—	$	18,281	$	5,912,751	$	—		$	5,931,032
Total Equity	$	10,654,676	$	7,121,994	$	8,787,770	$	12,561,129	$	(22,539,861	)	$	16,585,708
Total Liabilities and Equity	$	12,790,710	$	10,034,381	$	11,026,233	$	17,346,949	$	(28,242,920	)	$	22,955,353

	As of March 31, 2025
	ESHALLGO		Subsidiary
	(Cayman		(Hong		WFOE							Consolidated
	Islands)		Kong)		(PRC)		VIE (PRC)		Eliminations			Total
Cash	$	2,885,258	$	828,208	$	141,583	$	3,745,251	$	—		$	7,600,300
Service fee receivable due from VIE and VIE’s subsidiaries	$	—	$	—	$	1,099,457	$	—	$	(1,099,457	)	$	—
Intercompany receivable	$	3,564,119	$	—	$	908,148	$	661	$	(4,472,928	)	$	—
Total current assets	$	8,046,622	$	1,016,017	$	3,116,653	$	16,364,314	$	(5,572,385	)	$	22,971,221
Investments in subsidiaries and VIEs	$	7,032,153	$	8,998,099	$	7,321,417	$	—	$	(23,351,669	)	$	—
Total non-current assets	$	7,032,153	$	8,998,099	$	7,684,418	$	1,475,071	$	(23,351,669	)	$	1,838,072
Total Assets	$	15,078,775	$	10,014,116	$	10,801,071	$	17,839,385	$	(28,924,054	)	$	24,809,293
Service fee payable due to WFOE	$	—	$	—	$	—	$	1,099,457	$	(1,099,457	)	$	—
Intercompany payable	$	—	$	2,970,071	$	1,006,708	$	496,149	$	(4,472,928	)	$	—
Total Liabilities	$	4,608,677	$	2,981,963	$	1,787,076	$	4,446,845	$	(5,572,385	)	$	8,252,176
Total Shareholders’ Equity	$	10,470,098	$	7,032,153	$	8,998,099	$	7,321,417	$	(23,351,669	)	$	10,470,098
Non-controlling interest	$	—	$	—	$	15,896	$	6,071,123	$	—		$	6,087,019
Total Equity	$	10,470,098	$	7,032,153	$	9,013,995	$	13,392,540	$	(23,351,669	)	$	16,557,117
Total Liabilities and Equity	$	15,078,775	$	10,014,116	$	10,801,071	$	17,839,385	$	(28,924,054	)	$	24,809,293

	As of March 31, 2024
	ESHALLGO		Subsidiary
	(Cayman		(Hong		WFOE							Consolidated
	Islands)		Kong)		(PRC)		VIE (PRC)		Eliminations			Total
Cash	$	—	$	—	$	51,857	$	5,310,244	$	—		$	5,362,101
Service fee receivable due from VIE and VIE’s subsidiaries	$	—	$	—	$	1,099,457	$	—	$	(1,099,457	)	$	—
Intercompany receivable	$	1,008,708	$	—	$	861,328	$	—	$	(1,870,036	)	$	—
Total current assets	$	1,008,708	$	—	$	2,093,363	$	17,940,990	$	(2,969,493	)	$	18,073,568
Investments in subsidiaries and VIEs	$	9,733,725	$	9,733,725	$	8,647,070	$	—	$	(19,467,450	)	$	8,647,070
Total non-current assets	$	9,733,725	$	9,733,725	$	8,647,070	$	1,613,100	$	(28,114,520	)	$	1,613,100
Total Assets	$	10,742,433	$	9,733,725	$	10,740,433	$	19,554,090	$	(31,084,013	)	$	19,686,668
Service fee payable due to WFOE	$	—	$	—	$	—	$	1,099,457	$	(1,099,457	)	$	—
Intercompany payable	$	—	$	—	$	1,006,708	$	863,328	$	(1,870,036	)	$	—
Total Liabilities	$	—	$	—	$	1,006,708	$	4,541,587	$	(2,969,493	)	$	2,578,802
Total Shareholders’ Equity	$	10,742,433	$	9,733,725	$	9,733,725	$	8,647,070	$	(28,114,520	)	$	10,742,433
Non-controlling interest	$	—	$	—	$	—	$	6,365,433	$	—		$	6,365,433
Total Equity	$	10,742,433	$	9,733,725	$	9,733,725	$	15,012,503	$	(28,114,520	)	$	17,107,866
Total Liabilities and Equity	$	10,742,433	$	9,733,725	$	10,740,433	$	19,554,090	$	(31,084,013	)	$	19,686,668

	For the Six-months Ended September 30, 2025
	ESHALLGO			Subsidiary
	(Cayman			(Hong			WFOE									Consolidated
	Islands)			Kong)			(PRC)			VIE (PRC)			Eliminations			Total
Net cash used in operating activities	$	(877,752	)	$	(180,437	)	$	(943,848	)	$	(2,223,904	)	$	—		$	(4,225,941	)
Net cash provided by (used in) investing activities	$	(1,374,480	)	$	(1,596,720	)	$	(197,397	)	$	337,224		$	3,190,830		$	359,457
Net cash provided by financing activities	$	—		$	1,918,424		$	1,114,147		$	372,720		$	(3,190,830	)	$	214,461

	For the Year Ended March 31, 2024
	ESHALLGO		Subsidiary
	(Cayman		(Hong		WFOE									Consolidated
	Islands)		Kong)		(PRC)			VIE (PRC)			Eliminations			Total
Net cash provided by (used in) operating activities	$	—	$	—	$	(4,776	)	$	2,225,194		$	—		$	2,220,418
Net cash used in investing activities	$	—	$	—	$	(498,341	)	$	(1,563,434	)	$	444,834		$	(1,616,941	)
Net cash provided by financing activities*	$	—	$	—	$	458,341		$	36,924		$	(444,834	)	$	50,431

Balance, March 31, 2023	$	10,251,662
Net income		8,652
Foreign Currency Translation Adjustments		(526,589	)
Balance, March 31, 2024	$	9,733,725
Net loss		(2,648,393	)
Foreign Currency Translation Adjustments		(53,179	)
Balance, March 31, 2025	$	7,032,153
Investment in a subsidiary		1,500,000
Net loss		(1,587,564	)
Foreign Currency Translation Adjustments		177,405
Balance, September 30, 2025		7,121,994

	●	There are uncertainties in the interpretation and enforcement of PRC laws and regulations could limit the legal protection available to you and us. See “Risk Factors – Risks Related to Doing Business in the PRC – PRC laws and regulations governing our current business operations are sometimes vague and uncertain and any changes in such laws and regulations may impair our ability to operate profitably. Rules and regulations in China may change quickly with little advance notice. Uncertainties in the interpretation and enforcement of Chinese laws and regulations could limit the legal protections available to us” on page 38 of the 2025 Annual Report.

	●	Substantial uncertainties exist with respect to the interpretation of the PRC Foreign Investment Law and how it may impact the viability of our current corporate structure, corporate governance, business operations, and could result in a material change in the value of the securities we are registering for sale. See “Risk Factors – Risks Related to Doing Business in the PRC – Substantial uncertainties exist with respect to the interpretation and enactment of the PRC Foreign Investment Law and how it may impact the viability of our current corporate structure, corporate governance and business operations” on page 36 of the 2025 Annual Report.

	●	You may experience difficulties in effecting service of legal process, enforcing foreign judgments, or bringing actions in China against us or our management named in the prospectus based on foreign laws. It may also be difficult for you or overseas regulators to conduct investigations or collect evidence within China. See “Risk Factors – Risks Related to Doing Business in the PRC – You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions in China against us or our management named in the prospectus based on foreign laws” on page 57 2025 Annual Report.

	●	Changes in China’s economic, political, or social conditions or government policies could have a material adverse effect on our business and operations. See “Risk Factors – Risks Related to Doing Business in the PRC – A downturn in the Hong Kong, China or global economy, and economic and political policies of China could materially and adversely affect our business and financial condition” on page 17 of the 2025 Annual Report.

	●	Chinese government can take regulatory actions and statements to regulate business operations in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. Rules and regulations in China can also change with little advance notice, and actions related to more oversight or control of overseas offerings by the Chinese government could result in a material change in our operations and/or the value of the securities we are registering for sale, and any related action by the Chinese government could significantly limit or completely hinder your ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. See “Risk Factors – Risks Related to Doing Business in the PRC – The M&A Rules and certain other PRC regulations establish complex procedures for some acquisitions of Chinese companies by foreign investors, making it more difficult for us to pursue growth through acquisitions in China” on page 52 of the 2025 Annual Report.

	●	Under the Enterprise Income Tax Law, we may be classified as a “Resident Enterprise” of China. Such classification will likely result in unfavorable tax consequences to us and our non-PRC shareholders. See “Risk Factors – Risks Related to Doing Business in the PRC – Under the PRC Enterprise Income Tax Law, or the EIT Law, we may be classified as a “resident enterprise” of China, which could result in unfavorable tax consequences to us and our non-PRC shareholders” on page 49 of the 2025 Annual Report.

	●	Our industry is highly fragmented and we may not be able to effectively compete against other providers. See “Risk Factors – Risks Related to Our Business and Industry – The industries in which we operate are highly competitive and fragmented, and demand for our products and services could decrease if we are not able to compete effectively” on page 13 of the 2025 Annual Report.

	●	We may not be able to maintain long-term relationship with our third-party suppliers and extended supply chains, as a result, our business can be interrupted and our product quality may suffer. See “Risk Factors – Risks Related to Our Business and Industry – We rely on third-party suppliers and long supply chains, and if we fail to identify and develop relationships with a sufficient number of qualified suppliers, or if there is a significant interruption in our supply chains, our ability to timely and efficiently access products that meet our standards for quality could be adversely affected” on page 14 of the 2025 Annual Report.

	●	Our business is heavily dependent on retainment of key suppliers and institutional customers. See Risk Factors – Risks Related to Our Business and Industry – Product shortages may impair our operating results” on page 14 of the 2025 Annual Report.

	●	We rely on key personnel to maintain advanced technology in the market. See “Risk Factors – Risks Related to Our Business and Industry – Our success depends upon our ability to attract, train and retain highly qualified associates and key personnel” on page 19 of the 2025 Annual Report.

	●	We may face difficulty maintaining our brand image and secure our intellectual property rights. See “Risk Factors – Risks Related to Intellectual Property” on page 27 of the 2025 Annual Report.

	●	We are a holding company with no material operations of our own, we conduct a substantial majority of our operations through our subsidiaries established in the PRC and the VIE in the PRC. We do not have direct ownership of the VIEs. We receive the economic benefits of the VIEs’ business operations through certain contractual arrangements. Our Class A Ordinary Shares offered in this offering are shares of our offshore holding company instead of shares of the VIEs in China. We have not installed any cash management policies that dictate how funds are transferred between the holding company, the subsidiaries and the VIEs, and to the extent cash in the business is in the PRC/Hong Kong or a PRC/Hong Kong entity, the funds may not be available to fund operations or for other use outside of the PRC/Hong Kong due to interventions in or the imposition of restrictions and limitations on the ability of the holding company, our subsidiaries, or the consolidated VIEs by the PRC government to transfer cash. See “Risk Factors – Risks Related to Our Corporate Structure and Operation – We are a holding company and will rely on dividends paid by our subsidiaries for our cash needs. Any limitation on the ability of our subsidiaries to make dividend payments to us, or any tax implications of making dividend payments to us, could limit our ability to pay our parent company expenses or pay dividends to holders of our Class A Ordinary Shares” on page 34 of the 2025 Annual Report.

	●	If the PRC government deems that the VIE arrangements in relation to the VIEs do not comply with PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we may have difficulty in enforcing any rights we may have under the VIE Agreements in PRC and we could be subject to severe penalties or be forced to relinquish our interests in those operations. See “Risk Factors – Risks Related to Our Corporate Structure and Operation – If the PRC government deems that the contractual arrangements in relation to Junzhang Shanghai or Junzhang Beijing, our consolidated variable interest entities, do not comply with PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations” on page 29 of the 2025 Annual Report.

	●	Any failure by our consolidated variable interest entity, or its shareholders to perform their obligations under our contractual arrangements with them would have a material adverse effect on our business. See “Risk Factors – Risks Related to Our Corporate Structure and Operation – Our contractual arrangements may not be as effective in providing operational control as direct ownership and the VIE shareholders may fail to perform their obligations under our contractual arrangements” on page 33 of the 2025 Annual Report.

	●	Contractual arrangements in relation to the variable interest entity may be subject to scrutiny by the PRC tax authorities and they may determine that we or our PRC variable interest entity owe additional taxes, which could negatively affect our results of operations and the value of your investment. See “Risk Factors – Risks Related to Our Corporate Structure and Operation – If we exercise the option to acquire equity ownership of the VIE, the ownership transfer may subject us to certain limitations and substantial costs” on page 32 of the 2025 Annual Report.

SEC Form POS AM filed by Eshallgo Inc.