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
+86 400 100 7299
(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 ☐
EXPLANATORY NOTE
As previously disclosed by Eshallgo Inc (the “Company”),
at the Extraordinary General Meeting of Shareholders held on October 10, 2026, the Company’s shareholders approved the consolidation
of the Company’s issued and unissued Class A Ordinary Shares and Class B Ordinary Shares at a ratio of 1-for-5 (the “Share
Consolidation”).
The Company’s Class A Ordinary Shares are
expected to commence trading on a post-Share Consolidation basis at market open on the October 21, 2026 under the Company’s existing
trading symbol “EHGO.”
Every five (5) outstanding Class A ordinary shares
or Class B ordinary shares will be combined into and automatically became one post- Share Consolidation Class A ordinary shares or Class
B ordinary shares, respectively. Any fractional shares resulting from the Share Consolidation will be rounded up to the nearest whole
share at the participant level. The new CUSIP number following the August 2026 Share Consolidation will be G3121H129.
The Share Consolidation reduced the number of
outstanding shares of the Company from approximately 5.5 million Class A ordinary shares of a par value of US$0.0016 each and 366,000
Class B ordinary shares of a par value of US$0.0016 each to approximately 1.1 million Class A ordinary shares of a par value of US$0.008
each and 73,200 Class B ordinary shares of a par value of US$0.008 each, respectively. The authorized share capital of the Company after
the Share Consolidation will be US$200,000,000 divided into 25,000,000,000 ordinary shares of a par value of US$0.008 each comprising
(i) 22,500,000,000 class A ordinary shares of a par value of US$0.008 each and (ii) 2,500,000,000 class B ordinary shares of a par value
of US$0.008 each.
The Share Consolidation is intended for the Company
to maintain compliance with Nasdaq Listing Rule 5810(c)(3)(A), which requires issuers listed on Nasdaq to maintain a closing bid price
of greater than $1.00.
For additional information regarding the Share
Consolidation and the shareholder approval thereof, please refer to the Company’s Form 6-K filed on October 13, 2026.
In connection with the Share Consolidation, the
Company amended and restated its memorandum and articles of association to reflect the adjustment of the number of authorized ordinary
shares and the par value. Attached as Exhibit 1.1 is a copy of such fourth amended and restated memorandum and articles of association.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 1.1 |
|
Fourth Amended and Restated Memorandum and Articles of Association |
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: October 19, 2026 |
By: |
/s/ Qiwei
Miao |
| |
Name: |
Qiwei Miao |
| |
Title: |
Chief Executive Officer |
