Correspondence 0001493152-23-031357 from Aimei Health Technology Co., Ltd. (AFJK)
Aimei Health Technology Co., Ltd.
Date: Aug. 31, 2023 · CIK: 0001979005 · Accession: 0001493152-23-031357
AI Filing Summary & Sentiment
File numbers found in text: 333-272230
Referenced dates: August 23, 2023
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CORRESP
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filename1.htm
Loeb
& Loeb LLP
345
Park Avenue
New
York, NY 10154
Main 212.407.4000
Fax
212.407.4990
August
31, 2023
Via
EDGAR
Division
of Corporation Finance
Office
of Manufacturing
U.S.
SECURITIES AND EXCHANGE COMMISSION
100
F Street, N.E.
Washington,
DC 2054
Attn:
Ronald
(Ron) E. Alper
Pam
Long
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
Mr. Alper and Ms. Long:
On
behalf of Aimei Health Technology Co., Ltd (the “Company”), we are hereby responding to the letter dated August
23, 2023 (the “Comment Letter”) from the staff (the “Staff”) of the Securities and
Exchange Commission (the “Commission”), regarding the Company’s Amendment No. 2 to Registration Statement
on Form S-1, filed on August 17, 2023, File No. 333-272230 (the “Registration Statement”).
In
response to the Comment Letter and to update certain information in the Registration Statement, the Company is filing Amendment No. 3
to the Registration Statement (the “Amended Registration Statement”) with the Commission today. Capitalized
terms used herein but not defined herein have the meanings ascribed thereto in the Amended Registration Statement.
For
ease of reference, the text of the Staff’s comment is included in bold-face type below, followed by the Company’s response.
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.
RESPONSE:
The Company acknowledges the Staff’s comment and has revised the disclosure on pages 21 and 29 in the Amended registration statement
by removing the reference in question.
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.
RESPONSE:
Ulrich Karlsen is not an independent director of the Company, although his brother Robin is one of the Company’s independent directors.
Ulrich Karlsen is the Head of the M&A group at ARC. Robin Ulrich has no relationship with ARC whatsoever. Julianne Huh, who is an
independent director of the Company, owns a minority interest in a company called TVA Spac Partners, and TVA has a partnership agreement
with ARC whereby TVA may introduce future client to ARC. However, ARC and the Company are not related parties.
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.
RESPONSE:
The Company acknowledges the staff’s comment and has included the requested disclosure on page 121 of the Amended Registration
Statement.
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.
RESPONSE:
The Company acknowledges the Staff’s comment and has provided an updated consent from its independent registered public accounting
firm as an exhibit to the Amended Registration Statement.
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.
RESPONSE:
The company acknowledges the Staff’s comment and has revised the disclosure on pages 6 and 50 in the Amended Registration Statement
to clarify that the trust funds are not held in China, they are held in U.S. dollars in the United States with Continental Stock Transfer
& Trust Company and therefore the shareholder redemption rights would not be impacted.
Please
call me at (212) 407-4122 if you would like additional information with respect to any of the foregoing. Thank you.
Sincerely,
/s/
Andrei Sirabionian
Andrei
Sirabionian
Partner