SEC Comment Letter 0000000000-23-009278 to Aimei Health Technology Co., Ltd. (AFJK)
Aimei Health Technology Co., Ltd.
Date: Aug. 23, 2023 · CIK: 0001979005 · Accession: 0000000000-23-009278
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File numbers found in text: 333-272230
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United States securities and exchange commission logo
August 23, 2023
Juan Fernandez Pascual
Chief Executive Officer, Secretary and Director
Aimei Health Technology Co., Ltd.
10 East 53rd Street, Suite 3001
New York, NY 10022
Re:Aimei Health Technology Co., Ltd.
Amendment No. 2 to Registration Statement on Form S-1
Filed August 17, 2023
File No. 333-272230
Dear Juan Fernandez Pascual:
We have reviewed your amended registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our August 7, 2023 letter.
Amendment No. 2 to Registration Statement on Form S-1 filed August 17, 2023
If we seek shareholder approval of our business combination . . ., page 29
1.We note the revisions you made in response to prior comment 2. Please revise the
disclosure here and on page 21 to explain how the purchase of shares by the sponsor or its
affiliates from public shareholders in connection with the approval of the business
combination may "influence a vote" if you intend that the sponsor and its affiliates will
represent that they will not vote in favor of approving the business combination, or
remove this reference.
FirstName LastNameJuan Fernandez Pascual
Comapany NameAimei Health Technology Co., Ltd.
August 23, 2023 Page 2
FirstName LastName
Juan Fernandez Pascual
Aimei Health Technology Co., Ltd.
August 23, 2023
Page 2
Certain Relationships and Related Party Transactions, page 111
2.We note that you have removed disclosure regarding your relationship with ARC Group
Limited from this section. However, we also note that the public website for ARC Group
indicates that an individual named Julianne Huh is a "strategic partner" to ARC Group.
The website also indicates that ARC has a vice president named Ulrich Karlsen. If either
of these individuals also serve as independent directors of Aimei, please disclose this
relationship and the agreement with ARC Group in this section and in the biographical
information for each individual, and file the agreement as an exhibit to the registration
statement.
Enforcement of Civil Liabilities in Hong Kong and China, page 121
3.We note your response to prior comment 5 that Ms. Lin Bao's residence in the PRC is
disclosed in her biography on page 103. However, as this information is directly relevant
to the disclosure regarding the enforcement of civil liabilities in China, please include it in
the context of this discussion as well, as requested in our prior comment.
Item 16. Exhibits and Financial Statement Schedule
Exhibit 23.1, page 146
4.In your next amendment, please provide an updated consent from your independent
registered public accounting firm.
General
5.We note your response to prior comment 6 and we reissue it in part. Please include
disclosure addressing the impact that PRC law or regulation may have on the cash flows
associated with a business combination in relation to shareholder redemption rights.
You may contact Mark Rakip at 202-551-3573 or Wilson Lee at 202-551-3468 if you
have questions regarding comments on the financial statements and related matters. Please
contact Ronald (Ron) E. Alper at 202-551-3329 or Pam Long at 202-551-3765 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Andrei Sirabionian