SecProbe.io

CORRESP
1
filename1.htm

    Jin Mao Tower 38F, Unit 03

    88 Century Boulevard

    Pudong, Shanghai 200121

    People’s Republic of China

    Phone: 86-21-6165-1700

    Fax: 86-21-6165-1799

    Website: www.wsgr.com

    中国上海浦东新区

    世纪大道88号

    金茂大厦38楼03室

    邮政编码:
    200121

    电话:
    86-21-6165-1700

    传真:
    86-21-6165-1799

    网站:
    www.wsgr.com

Via EDGAR

March 31, 2023

Attention:

Beverly Singleton

Anne McConnell

Evan Ewing

Asia Timmons-Pierce

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    CH AUTO Inc. (CIK No. 0001930207)

    Response to the Staff’s Comments on

    Registration Statement on Form F-4 Filed on March 3, 2023

Ladies and Gentlemen,

On behalf of our client, CH AUTO Inc., a foreign
private issuer incorporated under the laws of the Cayman Islands (the “Company”), we are hereby submitting to the staff
(the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth
the Company’s responses to the comments contained in the Staff’s letter dated March 20, 2023 on the Company’s Registration
Statement on Form F-4 filed with the Commission on March 3, 2023 (the “Registration Statement”). Concurrently with
the submission of this letter, the Company is submitting its amendment No.1 to the Registration Statement (“Amendment No.1”)
and via EDGAR with the Commission.

The Staff’s comments are repeated below in
bold and are followed by the Company’s responses. We have included page references in the Registration Statement where the disclosure
addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in Amendment
No.1.

Registration Statement on Form F-4

Summary of the Proxy Statement/Prospectus, page
18

 1. Please revise this section to prominently disclose that shares of common stock held by certain stockholders
are currently under equity pledge or judicial freezing and, if such equity pledges are exercised or if the shares subject to judicial
freezing are auctioned off, the Holding Company may only control approximately 46% of the voting rights of the company. Clearly disclose
the reduction in interest could occur before or after the closing of the business combination. Please also disclose the equity and economic
interest that will be held by the Holding Company if the equity pledges are exercised or auctioned off.

Response: In response to the Staff’s
comment, the Company has revised the disclosure on pages 22, 23, 93 and 94 of Amendment No.1.

Wilson Sonsini Goodrich & Rosati, Professional
Corporation

威尔逊●桑西尼●古奇●罗沙迪律师事务所

austin   beijing   boston   BOULDER   brussels   hong kong   london   los angeles   new york   palo alto

SALT LAKE CITY   san diego   san francisco   seattle   shanghai   washington, dc   wilmington, de

 2. Please clearly disclose the number of shares in PubCo that will be issued if the equity pledges are
exercised or auctioned off prior to the closing of the business combination.

Response: In response to the Staff’s
comment, the Company has revised the disclosure on pages 22, 23, 93 and 94 of Amendment No.1.

 3. We note your disclosure that you have 32,000 pre-sales order for K20 vehicles and you expect to fulfill
the non-binding orders in 16 months after receiving estimated proceeds of $55 million to $155 million. Please clarify the number of pre-orders
you expect to fulfill if you raise the low end of your projected financing.

Response: In response to the Staff’s comment,
the Company has revised the disclosure on pages 20, 141 and 149 of Amendment No.1.

Going Concern, page 22

 4. We note your revised disclosure that you expect to receive up to $33 million from the trust account
and also intend to raise between $55 million and $155 million post-business combination. We also note your disclosure on page 118 that
“[o]ver the forecast period from 2023 to 2025, the Company estimates that it will require a total of US150 million in capital expenditures
to execute its growth strategy.” It appears that multiple funding scenarios generate insufficient funds to execute your business
plan. Please revise to discuss this potential shortfall and the company’s plan if it is unable to raise an aggregate of $150 million to
execute its growth strategy.

Response: In response to the Staff’s comment,
the Company has revised the disclosure on pages 25 and 187 of Amendment No.1.

Interest of Financial Advisors and Due
Diligence Consultant in the Business Combination, page 36

 5. We note your disclosures appear to indicate that convertible debts for which the Company received
total proceeds of $8.9 million can be converted into 23.8 million shares of stock. Please more fully explain the conversion terms based
on the implied fair value of the related shares. Please also explain how the convertible debts will be accounted for and tell us your
consideration for reflecting them in the pro forma financial statements.

Response: In response to the Staff’s
comment, the Company has revised throughout Amendment No.1 to treat the holders of the NextG Tech Convertible Debts as the Reorganization
Shareholders, as the holders have elected to convert the loans into CH-AUTO Tech’s shares prior to the Reorganization. Accordingly,
the Pubco Ordinary Shares to be issued to Reorganization Shareholders has been revised to 89,904,646 instead of 89,023,050 as reflected
in the pro forma financial statements and related Company share information. The Company has also revised the disclosure on page 216
to add a pro forma transaction adjustment regarding above debt conversion.

Summary of the Proxy Statement/Prospectus

IPO Underwriting Agreement, page 142

 6. Based on the numbers of shares assumed to be redeemed under the Interim and Maximum Redemption scenarios,
it is not clear how you determined the amount of IPO proceeds remaining in the Trust Account under each scenario or how these amounts
reconcile to the Trust Account balances, after the assumed redemptions, reflected in the pro forma financial statements. Please revise
the amounts and related effective underwriting fee percentages presented in the table or disclose how you determined the amounts currently
presented and explain you believe they are appropriate.

Response: In response to the Staff’s
comment, the Company has revised the disclosure on pages 38 of Amendment No.1.

    2

Background of the Business Combination, page 112

 7. Please update your disclosure to discuss (i) the outcome of the reorganization negotiations with the
company’s existing shareholders, (ii) material PIPE financing developments and (iii) the NextG Tech convertible debt. Additionally, please
file the convertible loan agreement as an exhibit or tell us why you are not required to do so.

Response: In response to the Staff’s
comment, the Company has revised throughout Amendment No.1 to reflect the current status regarding the Reorganization, which is to treat
the holders of the NextG Tech Convertible Debts as the Reorganization Shareholders, as the holders have elected to convert the loans into
CH-AUTO Tech’s shares prior to the Reorganization. The Company has also revised the disclosure on page 33 of Amendment No.1 and
has filed Exhibits 10.20 and 10.21 to Amendment No.1.

Proposal Four: The NTA Requirement Amendment Proposal,
page 132

 8. We note that you are now asking MCAF stockholders to adopt amendments to the existing charter that
would allow MCAF to consummate the business combination even if MCAF has less than $5,000,001 in net tangible assets. Explain why you
are asking stockholders to vote on this proposal now, as opposed to at an earlier time. Additionally, provide a discussion of the related
risks for investors and the post-business combination company here and in the risk factors section. Please also include a Q&A on the
NTA Requirement Amendment Proposal..

Response: In response to the Staff’s comment, the Company
has revised the disclosure on pages 10, 94 and 95 of Amendment No.1.

Management’s Discussion and Analysis of
Financial Condition and Results of Operations of the Company Liquidity and Capital Resources, page 181

 9. Refer to the second full paragraph
                                            on page 183, specifically the last sentence that begins “Our third-party independent
                                            auditor also issued auditor opinion as to...prepared assuming that we would continue as a
                                            going concern”. We note your revisions in response to prior comment 4; however, we note
                                            no revisions to this sentence which appears to contradict the first sentence of the paragraph
                                            that states your auditors’ included an explanatory paragraph expressing substantial doubt
                                            about your ability to continue as a going concern in their report.

Response: In response to the Staff’s comment,
the Company has revised the disclosure on pages 24, 105 and 188 of Amendment No.1.

Management’s Discussion and Analysis of
Financial Condition and Results of Operations of MCAF, page 190

 10. We have reviewed your response to
                                            prior comment 7. Please revise MD&A to provide the previously requested disclosure to
                                            quantify the cash redemptions of $24.5 million that occurred on December 21, 2022. Please
                                            also revise the disclosures on pages F-84 and F- 103 to quantify the cash redemptions.

Response: In response to the Staff’s
comment, the Company has revised the disclosure on pages 123, 124, F-84 and F-103 of Amendment No.1.

    3

Unaudited Pro Forma Condensed Combined
Financial Statements, page 195

 11. We
have reviewed your response to prior comment 11 and the revisions to the filing, including the disclosures on page 196 that upon the
Reorganization Closing, the Holding Company will (1) have the ability to direct, directly or indirectly, at least 71.2184% of the voting
rights of all outstanding equity securities of the Company entitled to vote, (2) own, directly or indirectly, at least 71.2184% of the
economic rights of all the outstanding equity securities in the Company, and (3) own, directly or indirectly at least 37.8426% of the
then-issued and outstanding equity interests in the Company. Please more fully address the following:

 ● Since
                                            the Reorganization has not yet been completed, explain the full range of possible results,
                                            including how you determined the pro forma financial statements appropriately reflect the
                                            range of possible results as required by Rule 11-02(a)(10) of Regulation S-X.

 ● Explain
                                            the reason for the difference between the percentages related to the voting rights and economic
                                            rights relative to the percentage related to the outstanding equity interests.

 ● Explain
                                            whether the remaining 28.7816% equity interest that will continued to be held by existing
                                            shareholders who chose not to participate in the Reorganization could change. If the percentage
                                            interest could change, explain how you determined potential changes in the non-controlling
                                            interest are not required to be presented and disclosed and discussed in the pro forma financial
                                            statements.

 ● Clarify
                                            the reasons for and the impact of the agreement with the DSO Stockholders, including who
                                            they will transfer up to 25% of the stock of the Company held by them.

 ● Explain
                                            the disclosure on page 89 regarding your ability to consolidate the Company, including how
                                            you determined the pro forma financial statements appropriately reflect the range of possible
                                            results as required by Rule 11-02(a)(10) of Regulation S-X.

 ● In
                                            regard to the 1,250,000 advisor shares to be issued to BHTIC for services provided to MCAF,
                                            it remains unclear where or how the fair value of the shares ($10 per share) is recorded
                                            in the pro forma financial statements as such amount appears to represent a transaction fee
                                            that may be required to be expensed.

 ● In
                                            regard to the 2,500,000 advisor shares to be issued to CBC and Revere for services provided
                                            to the Company, due to the fact that the shares are required to be issued if the Business
                                            Combination is successfully and do not appear to be conditioned on additional financing being
                                            obtained and the fact that the fair value of the shares ($10 per share) to be issued appears
                                            to exceed the amount of cash proceeds that would be obtained under the 50% and Maximum Redemption
                                            scenarios, it is not clear where or how the excess fair value of the shares is recorded in
                                            the pro forma financial statements as such amount appears to represent transaction fees that
                                            may be required to be expensed.

    4

Response: The Company respectfully clarifies that:

 ● After
considering the conversion of the NextG Tech Convertible Debts into the CH-AUTO Tech’s shares prior to the Reorganization, the
percentage of CH-AUTO Tech’s shareholdings participating in the Reorganization has been increased to 71.9237% from 71.2184%. As
of the date of submission, it is the most updated resolution for the Reorganization based on all factual supporting events such as the
approval of CH-AUTO Tech’s shareholders meeting. Therefore, pro forma financial statements present the three scenarios of redemption
of MCAF’s shareholders based on this result of the Reorganization. Further, as there is an uncertainty regarding whether all or
a portion of the Company’s shares under pledge or judicial freezing will be exercised or auctioned off before the closing of the
Reorganization, the Company has revised the disclosure on page 208-212 to add a set of pro forma financial statements based on a reorganization
result that the Holding Company will have the ability to direct 66.6667% (or two thirds) of the voting rights and own 66.6667% (or two
thirds) of all outstanding equity securities of CH-AUTO Tech, that is the minimum percentage of reorganization shareholding to ensure
the Holding Company’s control over CH-AUTO TECH and presentation basis of the pro forma financial statements.

 ● The
                                            shares of CH-AUTO Tech held by certain stockholders are currently under equity pledge or
                                            judicial freezing. Such shares are prohibited from being transferred unless being released
                                            from the equity pledge or equity judicial freezing. As of the date of this submission, such
                                            shares have not been released from such equity pledge or equity judicial freez