君长数码美股招股说明书(2025-05-16版)

This prospectus relates to the offer and sale, from time to time, of up to 6,332,801 ClassA Ordinary Shares (the “Resale Shares”) of Eshallgo Inc (the“Company”), including the 432,759 Class A Ordinary Shares that were issued to the selling shareholder (the “Selling Shareholder”) named in the section ofthis prospectus entitled “Selling Shareholder,” as a result of the partial conversion of the Convertible Debentures (the “Issued Shares”). The Resale Shares areissuable upon conversion of amounts outstanding (including principal and accrued interest thereon) under convertible debentures (the “ConvertibleDebentures” and each, a “Debenture”) issued pursuant to a securities purchase agreement that we entered into with an accredited investor on November29,2024 (the “Securities Purchase Agreement”). Under a Securities Purchase Agreement, (i)$1,500,000 in principal amount of Convertible Debentures wereissued upon the signing of the Securities Purchase Agreement, (ii)2,000,000 in principal amount of Convertible Debentures were issued upon the filing of theregistration statement of which this prospectus forms a part (the “Registration Statement”) with the U.S. Securities and Exchange Commission (“SEC”)registering the resale of the conversion shares by the Selling Shareholder, and (iii)1,500,000 in principal amount of Convertible Debentures are issuable on orabout the date the Registration Statement has first been declared effective by the SEC. The Convertible Debentures may be converted into more than the6,332,801 Resale Shares being offered by this prospectus, and if any portion of the Convertible Debentures are converted into ClassA Ordinary Shares that arenot being offered by this prospectus, such ClassA Ordinary Shares will be restricted securities and may not be resold unless registered under the Securities Actof 1933, as amended, or such resale is exempt from such registration. We are not selling any ClassA Ordinary Shares in this offering, and we will not receive any proceeds from the sale of ClassA Ordinary Shares by the Selling Shareholder. Our Class A Ordinary Shares are listed on the Nasdaq Capital Market under the symbol “EHGO”. On May 15, 2025, the last reported sale price of our Class AOrdinary Shares on the Nasdaq Capital Market was $1.31 per share, and on May 15, 2025, we had 21,042,759 class A ordinary shares of a par value ofUS$0.0001 each (the “Class A Ordinary Shares”) including 432,759 Issued Shares and 5,856,000 class B Ordinary Shares of a par value of US$0.0001 each(the “Class B Ordinary Shares”) issued and outstanding. The Selling Shareholder may offer all or part of the shares for resale from time to time through public or private transactions, at either prevailing market pricesor at privately negotiated prices. This prospectus provides a general description of the securities being offered. You should read this prospectus and the registration statement of which it formsa part before you invest in any securities. Our issued and outstanding share capital is a dual class structure consisting of ClassA Ordinary Shares and ClassB Ordinary Shares. Holders of ClassAOrdinary Shares and ClassB Ordinary Shares shall at all times vote together as one class on all matters submitted to a vote by the shareholders at any generalmeeting of the Company. Each ClassA Ordinary Share shall entitle the holder thereof to one (1)vote on all matters subject to vote at general meetings of theCompany and each ClassB Ordinary Share shall entitle the holder thereof to ten (10)votes on all matters subject to vote at general meetings of the Company.Also, each ClassB Ordinary Share is convertible into one (1)ClassA Ordinary Share at any time at the option of the holder thereof, but ClassA OrdinaryShares are not convertible into ClassB Ordinary Shares under any circumstances. Holders of ClassA Ordinary Shares and ClassB Ordinary Shares have thesame rights except for voting and conversion rights. Investors are cautioned that you are not buying shares of a China-based operating company but instead are buying shares of a shell company issuerthat 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 exemptedcompany with limited liability incorporated under the laws of Cayman Islands; “PRC subsidiary,” “Eshallgo WFOE” or “WFOE” refer to Shanghai EshallgoEnterprise 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 thevariable interest entities, Junzhang Digital Technology