As filed with the Securities and Exchange Commission on October
21, 2025
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.) |
| No. 37, Haiyi Villa, Lane 97, Songlin Road |
|
|
| Pudong New District |
|
|
| Shanghai, China 200120 |
|
201206 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Eshallgo Inc 2025 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 |
☒ |
Smaller reporting company |
☐ |
| |
|
Emerging growth company |
☒ |
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 2025 Equity Incentive Plan (as amended and restated, “the 2025 Equity Incentive Plan”). The securities registered hereby
consist of 3,500,000 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 2025 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 2025 Equity Incentive Plan. Any Class A Ordinary Shares covered by an award granted under the 2025 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 2025 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 2025 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:
| (1) | our Annual Report on Form 20-F for the fiscal year ended March 31, 2025, filed with the Commission on August 14, 2025; |
| (2) | our Reports on Form 6-K, filed with the Commission on August
25, 2025, October 15, 2025,
October 17, 2025 and October 17, 2025; |
| (3) | The description of our Class
A Ordinary Shares incorporated by reference in our registration statement on Form 8-A, as amended (File No. 001-42154) filed with
the Commission on June 28, 2024, including any amendment and report subsequently filed for the purpose of updating that description;
and |
| (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.
Item 8. Exhibits.
Reference is hereby made to the Exhibit Index,
which is incorporated herein by reference.
Item 9. Undertakings.
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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. |
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(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. |
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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 21st day of October 2025.
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Eshallgo Inc |
| |
|
|
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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 |
|
October 21, 2025 |
| Zhidan Mao |
|
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| /s/ Qiwei Miao |
|
Chief Executive Officer (Principal Executive Officer) |
|
October 21, 2025 |
| Qiwei Miao |
|
|
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|
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|
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| /s/ Chun Lyu |
|
Chief Financial Officer |
|
October 21, 2025 |
| Chun Lyu |
|
(Principal Financial and Accounting Officer) |
|
|
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|
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| /s/ Xiaohui Wu |
|
Director |
|
October 21, 2025 |
| Xiaohui Wu |
|
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| /s/ Weimin Xu |
|
Director |
|
October 21, 2025 |
| Weimin Xu |
|
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|
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| /s/ Weibo Weng |
|
Director |
|
October 21, 2025 |
| Weibo Weng |
|
|
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|
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|
|
|
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| /s/ Kewa Luo |
|
Director |
|
October 21, 2025 |
| Kewa Luo |
|
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|
|
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 October 21, 2025.
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Cogency Global Inc. |
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|
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By: |
/s/ Colleen A. De Vries |
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Name: |
Colleen A. De Vries |
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Title: |
Senior Vice President |
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 3.1 |
|
Second Amended and Restated Memorandum and Articles of Association, filed as exhibit 3.1 to the Form F-1 filed on April 27, 2023 and incorporated by reference herein |
| |
|
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| 5.1* |
|
Opinion of Harney Westwood & Riegels regarding the validity of the securities being registered |
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| 10.1 |
|
Eshallgo Inc 2025 Equity Incentive Plan, filed as Exhibit 10.1 to the current report on Form 6-K filed on October 17, 2025 and incorporated by reference herein |
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| 23.1* |
|
Consent of Harney Westwood & Riegels (included in its opinion filed as Exhibit 5.1) |
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| 23.2* |
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Consent of MarcumAsia CPAs, LLP |
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| 23.3* |
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Consent of YCM CPA INC. |
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| 24.1* |
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Power of Attorney (included on the signature page to this Registration Statement) |
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| 107* |
|
Filing fee table |
II-4
