Eshallgo awards stock for strategic advisory work

Eshallgo Inc has engaged two unaffiliated consultants, Horizon Capital Partners (HK) Limited and Right Time Investment Limited, to provide strategic advisory and consulting services.

Rhea-AI Filing Summary

Eshallgo Inc has engaged two unaffiliated consultants, Horizon Capital Partners (HK) Limited and Right Time Investment Limited, to provide strategic advisory and consulting services. The work includes identifying and facilitating potential strategic partnerships and acquisition opportunities, supporting potential merger and acquisition transactions, advising on U.S. public-company compliance matters, and introducing potential strategic partners and financing sources.

As consideration, Eshallgo agreed to issue 250,000 Class A ordinary shares, par value $0.0016 per share, to each consultant. These Class A ordinary shares are being issued as restricted securities in reliance on Regulation S under the U.S. Securities Act of 1933. The arrangement is also tied to an existing Registration Statement on Form F-3 with registration number 333-291149.

Key Figures

Shares per consultant: 250,000 Class A ordinary shares Par value per share: $0.0016 per share Agreement date: August 3, 2026 +1 more

4 metrics

Shares per consultant 250,000 Class A ordinary shares Equity consideration promised to each consultancy provider

Par value per share $0.0016 per share Par value of the Class A ordinary shares issued as consideration

Agreement date August 3, 2026 Date Eshallgo Inc entered into the consultancy agreements

Registration Statement number 333-291149 Form F-3 registration statement into which this disclosure is incorporated by reference

Key Terms

Consultancy Service Agreement, restricted securities, Regulation S, Registration Statement on Form F-3

4 terms

Consultancy Service Agreement financial

"entered into certain consultancy service agreements (the “Consultancy Service Agreement”)"

restricted securities regulatory

"The Class A Ordinary Shares issuable under the Agreements are being issued as restricted securities"

Restricted securities are shares or other investment instruments that come with legal or contractual limits on when and how they can be sold, like stock given to founders or bought in a private offering. Think of them as assets in a locked box that can’t be freely traded until certain conditions — such as a waiting period, company registration, or specific approvals — are met. For investors this matters because restricted securities are less liquid and can affect timing, price, and perceived value when they eventually enter the market.

Regulation S regulatory

"issued as restricted securities in reliance on Regulation S promulgated under the U.S. Securities Act"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

Registration Statement on Form F-3 regulatory

"incorporated by reference into the Company’s Registration Statement on Form F-3"

A registration statement on Form F-3 is a streamlined filing used by eligible foreign companies to register securities for sale in the U.S., often as a “shelf” that lets them offer shares quickly when market conditions are right. For investors it matters because it signals that the company can raise capital on short notice—potentially increasing liquidity but also the risk of share dilution if new stock is issued—similar to a company keeping a pre-approved credit line ready to use.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What consultancy agreements did Eshallgo Inc (EHGO) enter into in August 2026?

Eshallgo Inc entered into consultancy service agreements with Horizon Capital Partners (HK) Limited and Right Time Investment Limited. These unaffiliated consultants will provide strategic advisory, M&A support, U.S. public-company compliance advice, and introductions to potential partners and financing sources.

How many shares will each consultant receive from Eshallgo Inc (EHGO)?

Each consultant will receive 250,000 Class A ordinary shares of Eshallgo Inc as consideration. The shares have a par value of $0.0016 per share and are being issued as equity compensation for advisory and consulting services.

What type of securities is Eshallgo Inc (EHGO) issuing to its consultants?

Eshallgo Inc is issuing Class A ordinary shares as restricted securities to the consultants. The issuance relies on Regulation S under the U.S. Securities Act of 1933, which governs certain offshore offerings of securities.

On what date did Eshallgo Inc (EHGO) approve the consultancy share issuance?

Eshallgo Inc entered into the consultancy service agreements on August 3, 2026. On that date, it agreed to compensate each consultant with 250,000 Class A ordinary shares in exchange for strategic advisory and consulting services.

How are Eshallgo Inc’s (EHGO) consultancy agreements linked to its Form F-3 registration?

The consultancy arrangements are incorporated by reference into Eshallgo Inc’s Registration Statement on Form F-3, registration number 333-291149. This ties the disclosed share issuance and advisory relationships into the company’s existing shelf registration framework.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/03/2026 - 04:30 PM Accepted by SEC EDGAR 08/03/2026 - 04:30 PM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2026

Commission File Number: 001-42154

ESHALLGO INC

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

Pudong New District

Shanghai, China 200120

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒    Form 40-F ☐

On August 3, 2026, Eshallgo Inc (the “Company”) entered into certain consultancy service agreements (the “Consultancy Service Agreement”) with Horizon Capital Partners (HK) Limited and Right Time Investment Limited, two unaffiliated third parties (the “Consultants”), pursuant to which the Consultants are engaged to provide the Company with certain strategic advisory and consulting services, including identifying and facilitating potential strategic partnerships and acquisition opportunities, providing support in connection with potential merger and acquisition transactions, advising on matters relating to the Company’s compliance as a U.S. public company, and introducing potential strategic partners and sources of debt or equity financing. As consideration for the services rendered and to be rendered thereunder, the Company agreed to issue 250,000 Class A ordinary shares, par value $0.0016 per share (the “Class A Ordinary Shares”) to each of the Consultants respectively.

The description of the Consultancy Service Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of such Agreements, form of which is filed as Exhibit 10.1 to this Report on Form 6-K. The Class A Ordinary Shares issuable under the Agreements are being issued as restricted securities in reliance on Regulation S promulgated under the U.S. Securities Act of 1933, as amended.

This report on Form 6-K is incorporated by reference into the Company’s Registration Statement on Company’s Registration Statement on Form F-3 filed with the Securities and Exchange Commission on October 29, 2025 (Registration No. 333-291149).

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EXHIBIT INDEX

Exhibit No.		Description
10.1		Form of Consultancy Service Agreement

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Eshallgo Inc
Date: August 3, 2026	By:	/s/ Miao Qiwei
	Name:	Miao Qiwei
	Title:	Chief Executive Officer
		(Principal Executive Officer)

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Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 47.8 KB