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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

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File numbers found in text: 333-272230

Referenced dates: August 23, 2023

Date
Aug. 31, 2023
Author
/s/
Form
CORRESP
Company
Aimei Health Technology Co., Ltd.

Letter

Via EDGAR Division of Corporation Finance Office of Manufacturing 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

Show Raw Text
CORRESP
1
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