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

June
9, 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

    Amendment
    No. 1 to Registration Statement on Form F-4 Filed on April 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 April 21, 2023 on
the Company’s Amendment No. 1 to Registration Statement on Form F-4 filed with the Commission on April 3, 2023 (“Amendment
No.1”). Concurrently with the submission of this letter, the Company is submitting its amendment No.2 to the Registration Statement
(“Amendment No.2”) 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 Amendment No.2 where the disclosure addressing a particular comment appears. Capitalized terms used but not otherwise defined
herein have the meanings set forth in Amendment No.2.

Amendment
No. 1 to Registration Statement on Form F-4

Will
I experience dilution as a result of the Business Combination?, page 13

1. Please
                                            revise the table to clearly disclose the shares to be issued pursuant to the NextG Tech Convertible
                                            Debts.

Response:
In response to the Staff’s comment, the Company has revised the cover page and pages 13, 14, 33, 34, 53, 104, and 203 of Amendment
No.2.

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

Summary
of the Proxy Statement/Prospectus, page 19

2. We
                                            note your response to comment 3 and reissue. Please revise to (i) quantify the “large
                                            volume delivery” of K50s and (ii) clarify the number of K20 pre-orders that you expect
                                            to fulfill if you raise the low end of your projected financing. For example, disclose the
                                            number if K20s, if any, that will be delivered if the company is able to raise between $55
                                            million and $100 million.

Response:
In response to the Staff’s comment, the Company has revised pages 20, 21, 26, 27, 55, 56, 64, 151 and 154 of Amendment No.2.

Organizational
Structure, page 21

3. We
                                            note your response to prior comment 21. Please revise the chart to explicitly reflect the
                                            equity ownership. In that regard, we note that the solid line in the chart for the various
                                            entities reflects equity ownership.

Response:
In response to the Staff’s comment, the Company has revised page 21 of Amendment No.2.

Going
Concern, page 24

4. It
                                            appears that you removed disclosure from the last paragraph of this section. Please advise
                                            or revise to include the disclosure from the previous filing.

Response:
In response to the Staff’s comment, the Company has revised pages 26 and 27 of Amendment No.2 to include the disclosure from the
previous filing.

5. We
                                            note your response to comment 4. We note your disclosure that your operating income will
                                            be used to satisfy its capital expenditure requirement, which is estimated to be US$150 million
                                            for three years between 2023 and 2025. Please disclose risk regarding your ability to generate
                                            sufficient income to meet your anticipated capital expenditures.

Response:
In response to the Staff’s comment, the Company has revised pages 55 and 56 of Amendment No.2.

CSRC
Approval, page 40

6. We
                                            note that the CSRC recently published Trial Measures that impose certain filing requirements
                                            for direct and indirect overseas listings and offerings and your disclosure that the company
                                            will be required to complete the filing procedures with the CSRC in connection with the business
                                            combination prior to the overseas offering and listing. Please revise to disclose whether
                                            you and relevant parties to this transaction have complied with your obligations under the
                                            Trial Measures.

Response:
Pursuant to the Trial Measures and other currently effective PRC laws and regulations, CH-Auto Tech will be required to comply with the
filing procedures with the CSRC in connection with the Business Combination for purposes of listing of our securities on Nasdaq. In satisfying
the requirements under the Trial Measures, CH-Auto Tech has been in the process of preparing filing materials that contain a filing report
and a legal opinion to be issued by CH-Auto Tech’s PRC legal counsel, which would be submitted to the CSRC in accordance with the
filing procedure as prescribed in the Trial Measures. In response to the Staff’s comment, the Company has revised pages 42, 43, 80 and
82 of Amendment No.2.

Background
of the Business Combination, page 117

7. We
                                            note your response to comment 7 and reissue in part. Please update the background of the
                                            business combination section to discuss (i) the outcome of the reorganization negotiations
                                            with the company’s existing shareholders and (ii) the NextG Tech convertible debt.

Response:
In response to the Staff’s comment, the Company has revised pages 122 and 123 of Amendment No.2.

    2

Offline
Sales Network, page 153

8. We
                                            note your disclosure regarding the collaboration arrangement with Mullen Automotive, Inc.
                                            Please expand your disclosure to provide a description of the material facts surrounding
                                            the dispute and the material terms of the collaboration agreement.

Response:
In response to the Staff’s comment, the Company has revised page 156 of Amendment No.2.

Unaudited
Pro Forma Condensed Combined Financial Statements, page 200

9. We
                                            have reviewed your response to prior comment 11 and the revisions to the filing, including
                                            the disclosures on pages 22-23, pages 93-94 and the additional pro forma scenarios presented
                                            in the pro forma financial statements. Please further address the following:

 ● In
                                            regard to the numbers of shares subject to equity pledges and judicial freezes disclosed
                                            on pages 22-23 and pages 93-94, clarify, if accurate, all amounts represent shares before
                                            the Reorganization.

 ● In
                                            regard to the numbers of shares subject to equity pledges and judicial freezes disclosed
                                            on pages 22-23 and pages 93-94, more fully explain how the numbers of shares disclosed under
                                            Prior to the closing of the Business Combination and following the closing of the Business
                                            Combination were determined or calculated.

 ● In
                                            regard to shares subject to equity pledges and judicial freezes, you indicate unless you
                                            are able to obtain an aggregate of at least 66.6667% of the voting rights of all the outstanding
                                            shares of CH-AUTO TECH entitled to vote the business combination will not occur; however,
                                            you also appear to indicate events could occur after the business combination that may impact
                                            your equity interests and accounting. To the extent accurate, more fully explain the range
                                            of possible events that could occur after the business combination regarding the shares subject
                                            to equity pledges and judicial freezes and more fully explain the potential consequences
                                            and impact those events could have on the combined entity, including related accounting impacts.

 ● In
                                            regard to the 3,750,000 advisor shares to be issued, you indicate the shares will be accounted
                                            for as offering costs; however, it appears the value of the shares to be issued exceeds the
                                            amount of “offering proceeds” that would be obtained from MCAF under multiple
                                            pro forma redemption scenarios. More fully explain how you considered the accounting for
                                            the shares given the value of the shares appears to exceed the proceeds that would be obtained
                                            in the business combination under certain pro forma scenarios.

Response:
The Company respectfully advises the Staff that:

 ● In
                                            response to the Staff’s comments #1-#3, the Company has revised pages 22-24
                                            and 93-96 of Amendment No.2

 ● The
                                            financial impact of recognizing 3,750,000 advisor shares is to increase deferred offering
                                            cost and additional paid-in-capital at the same time as a share-based payment. Upon the consummation
                                            of the Business Combination, the deferred offering cost offsets the additional paid-in-capital
                                            and the net impact is zero. Therefore, even though the value of advisor shares appears to
                                            be very high, it does not have actual impact to the financial statements of combined entity.

10. We
                                            have reviewed your response to prior comment 12 and your disclosures related to the net tangible
                                            asset requirement. We note the pro forma scenarios that assume maximum redemptions also assume
                                            the proposal to eliminate the net tangible asset requirement is approved. Please tell us
                                            your consideration to presenting an additional pro forma scenario that reflects the maximum
                                            number of shares that could be redeemed and allow the business combination to occur if the
                                            proposal to eliminate the net tangible asset requirement is not approved such that the pro
                                            forma financial statements would reflect the range of possible results as required by Rule
                                            11-02(a)(10) of Regulation S-X.

Response:
The Company respectfully advises the Staff that the Company has calculated that the maximum redeemable number of shares is 2,616,866
when the proposal to eliminate the net tangible asset requirement is not approved, and considers this redeemable share of 2,616,288 is
between the 50% Redemption of 1,658,740 shares and Maximum Redemption of 3,317,480 shares with the approval of net tangible asset requirement.
Therefore, the Company considers the range of possible results in the pro forma financial statements have covered the scenario of maximum
redemptions without the approval of net tangible asset requirement and did not add such scenario additionally.

    3

Notes
to Unaudited Pro Forma Combined Financial Statements

Note
5. Loss Per Share, page 217

11. Please
                                            expand the number of sub-note explanations on page 220 to correspond with the sub-notes included
                                            in the tables on pages 217 through 220. In this regard, we note the tables include references
                                            to sub-notes 1 through 6; however, the explanations provided on page 220 only include sub-notes
                                            1 and 2. Please clarify or revise accordingly.

Response:
In response to the Staff’s comment, the Company has revised pages 217 and 218 of Amendment No.2 to correct the references in
the tables to sub-notes 1 and 2.

12. In
                                            regard to the tables of total weighted average shares outstanding under Reorganization Scenario
                                            II for the periods ended June 30, 2022 and December 31, 2022 on pages 219 and 220, please
                                            more fully explain how you determined the number of Class B ordinary shares of Pubco, as
                                            the differences in those shares represent the primary difference relative to the total weighted
                                            average shares outstanding under Reorganization Scenario I.

Response:
The Company respectfully advises the Staff that the shares subject to equity pledge and judicial freezing are all held by the Founders
of the CH-AUTO TECH, who will receive Class B ordinary shares of Pubco as merger consideration. Therefore, under Reorganization Scenario
II that partial shares of CH-AUTO TECH held by Founders are exercised or auctioned off before the Business Combination, Founders will
receive less Class B ordinary share of Pubco in proportion to such exercised or auctioned-off shares.

Exhibits

13. With
                                            respect to the auditor consents for both UHY LLP and Marcum Asia CPAs LLP, please ensure
                                            all future amendments include currently dated consents from each auditor. In this regard,
                                            we note the current amendment did not include an Exhibit 23.3 consent from UHY LLP and instead
                                            indicated their consent was previously filed.

Response:
In response to the Staff’s comment, the Comp