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July 13, 2023
Claudius Tsang
Chairman, Chief Executive Officer and Chief Financial Officer
ASPAC I Mini Acquisition Corp.
Level 39, Marina Bay Financial Centre
Tower 2, 10 Marina Boulevard
Singapore, 018983
Re:ASPAC I Mini Acquisition Corp.
Draft Registration Statement on Form F-4
Submitted on June 16, 2023
CIK No. 0001981662
Dear Claudius Tsang:
            We have reviewed your draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-4 submitted on June 16, 2023
Cover Page
1.We note that the ownership percentages presented continue to assume no exercise of
redemption rights by ASCA's shareholders.  Tell us why you believe this assumption is
reasonable, given that 3,272,305 Class A ordinary shares were tendered for redemption as
of February 14, 2023.

 FirstName LastNameClaudius Tsang
 Comapany NameASPAC I Mini Acquisition Corp.
 July 13, 2023 Page 2
 FirstName LastName
Claudius Tsang
ASPAC I Mini Acquisition Corp.
July 13, 2023
Page 2
Questions and Answers About the Proposals, page 5
2.We note your disclosure on pages 172 and 173 related to the differences between your
public and private warrants. In this section and your risk factor section, please highlight
the material risks to public warrant holders, including those arising from these differences
between private and public warrants. Clarify whether recent common stock trading prices
exceed the threshold that would allow the company to redeem public warrants. Clearly
explain the steps the company will take to notify all shareholders, including beneficial
owners, regarding when the warrants become eligible for redemption.
Q: What is the consideration being paid to NewGenIvf security holders?, page 6
3.Please revise to describe the earnout shares mentioned here.
Q: Do any of ASCA's directors or officers have interests that may conflict with my interests with
respect to the Business Combination?, page 7
4.Please quantify the aggregate dollar amount of what the sponsor and its affiliates have at
risk that depends on completion of the business combination, including any loans
extended, fees due and out-of-pocket expenses for which the sponsor and its affiliates are
awaiting reimbursement. Provide similar disclosure for the company’s officers and
directors, if material. We note, for example, the Working Capital Loans, Prior Notes and
the June Note payable to the sponsor.
Risk Factors, page 31
5.Based on your statement on page 141 it appears you do not currently have nor historically
had professional malpractice liability insurance. You state that “NewGenIvf is in the
process of purchasing and will maintain professional malpractice liability insurance for its
physicians and nurses.” Please revise to include a risk factor describing the risks related to
not currently or historically having professional malpractice liability insurance and any
failure to obtain it now.

 FirstName LastNameClaudius Tsang
 Comapany NameASPAC I Mini Acquisition Corp.
 July 13, 2023 Page 3
 FirstName LastName
Claudius Tsang
ASPAC I Mini Acquisition Corp.
July 13, 2023
Page 3
Risks Related to NewGenIvf's Business and Industry
The defects in certain leased property interests and failure to register certain lease agreements
may materially and adversely affect..., page 40
6.We note your statement that with respect to certain of your leased premises the lessors did
not have or provide NewGenIvf with property ownership certificates or other documents
evidencing their rights to lease such premises to NewGenIvf and NewGenIvf may be
subject to challenges, lawsuits, or other actions taken against NewGenIvf with respect to
these premises. We also note your statement that NewGenIvf has also not registered some
of NewGenIvf’s lease agreements with the relevant government authorities and therefore
the enforceability of the lease of property may therefore be subject to restrictions under
relevant laws and regulations. Please revise to state which leased premises this disclosure
applies to. If possible, please revise to quantify a range of financial loss that may occur as
a result of these types of actions being brought against NewGenIvf.
Risks Related to NewGenIvf's Relationships with Third Parties
The medical facilities and professionals in NewGenIvf's network could become the subject of
litigation, allegations and other claims..., page 42
7.Please revise to further explain the following statement: “The medical facilities in
[NewGenIvf's] network provide space to physicians and medical professionals outside its
network to provide services to patients, including its clients or clients from other facilities
in its network.”
Certain data and information in this proxy statement/prospectus relied on NewGenIvf were
obtained from third-party data and polls..., page 44
8.We note the following statement on page 44: “NewGenIvf believes that the data and
information, and reports contained therein is generally believed to be reliable, but
NewGenIvf does not guarantee the accuracy and completeness of such
information.” Please delete or revise this disclosure, as it is inappropriate to disclaim
responsibility for the information you choose to provide in your prospectus.
Risks Related to Government Regulation
NewGenIvf operates in a highly regulated industry and must comply with a significant number
of complex and evolving requirements..., page 44
9.We note the following statement: “Despite NewGenIvf’s security management
efforts…its infrastructure, data or other operation centers and systems used in its business
operations, including the internet and related systems of its vendors (including vendors to
whom NewGenIvf outsources data hosting, storage and processing functions) are
vulnerable to, and from time to time experience, unauthorized access to data and/or
breaches of confidential information due to a variety of causes.” Please revise to describe
these breaches.

 FirstName LastNameClaudius Tsang
 Comapany NameASPAC I Mini Acquisition Corp.
 July 13, 2023 Page 4
 FirstName LastName
Claudius Tsang
ASPAC I Mini Acquisition Corp.
July 13, 2023
Page 4
The Meeting
Redemption Rights, page 73
10.We note that the book values in your sensitivity analysis on page 74 remain constant
for each of the possible sources of dilution presented in the columns. Please explain how
you calculated the book values for each of the columns. Please also revise this analysis to
disclose all possible sources and extent of dilution that non-redeeming shareholders may
experience in connection with the business combination. Provide disclosure of the impact
of each significant source of dilution, including the amount of equity held by founders,
convertible securities, including warrants retained by redeeming shareholders, at each of
the redemption levels detailed in your sensitivity analysis, including any needed
assumptions.
Proposal No. 2 - The Acquisition Merger Proposal
Background of the Business Combination, page 85
11.Please disclose the criteria/basis for how you identified the first 20 potential business
combination candidates, how they were narrowed to 10 candidates and additional
information regarding how they were further narrowed to four candidates, including
NewGenIvf.
12.Please disclose who referred the potential targets to ASCA's search team and identify the
affiliate that introduced NewGenIvf to ASCA as well as describe the affiliation.
13.We note that members of management or representatives of ASCA and NewGenIvf
participated in meetings and discussions from November 2022 through February 2023 to
discuss the potential business combination. Revise to identify the members of
management or representatives of ASCA and NewGenIvf who participated in the
referenced meetings and discussions. As examples, we note your general references to
"ASCA's search team," ASCA and NewGenIvf, "ASCA's management
team," "NewGenIvf's management team," "representatives of NewGenIvf," "NewGenIvf
senior management," etc.
14.Please provide more insight into the reasons for and negotiations behind management’s
decision regarding the ultimate amount and form of consideration for the business
combination, including (i) how you determined the $60 million pre-money equity value,
especially in light of the $80 million valuation proposed by NewGenIvf; (ii) how the
parties determined the structure of the transaction and whether any alternative structures
were considered; (iii) how the parties reached agreement on an earn-out and negotiations
about the amount; (iv) what conditions of the "current market environment" were
discussed on January 9, 2023 and how they influenced the reduction to $50 million; (v)
what assumptions and factors were discussed on January 14, 2023 that would "affect the
valuation of NewGenIvf;" and (vi) changes from letter of intent to the final merger
agreement. Please include the methodology employed in reaching the $60 million and $50
million valuations, the underlying assumptions and the conclusions of the ASCA Board.

 FirstName LastNameClaudius Tsang
 Comapany NameASPAC I Mini Acquisition Corp.
 July 13, 2023 Page 5
 FirstName LastName
Claudius Tsang
ASPAC I Mini Acquisition Corp.
July 13, 2023
Page 5
15. Please substantially revise your disclosure throughout this section to provide greater
detail regarding the key negotiation considerations and how they evolved during the
negotiations. Currently the background disclosure generally references negotiation topics
and terms of the LOI and proposed merger agreement, without providing details or
explaining their significance, the parties' positions on the terms throughout the
negotiations, or how the terms may have changed before being reflected in the proposed
initial business combination. For each exchanged draft and discussion related to the terms
of the business combination, please elaborate on the terms discussed, including each
material proposal, the proposing party, the reasons for the terms, each party's position on
the issues, and how you reached agreement on the final terms. As non-exclusive examples
only, we note the following:
•the negotiations that occurred from November 14 to November 17, 2022 when ASCA
submitted the initial draft LOI, and then to November 22, 2022 when the LOI was
executed, including "the release of a certain lock-up shares when specified conditions
are met and the cash minimum at closing;"
•the discussions related to the "valuation and structure . . .[and] negotiation of terms of
the merger agreement" during the course of your due diligence;
•the terms proposed in the draft merger agreement submitted on January 13 and the
related negotiations that occurred on January 26, February 2, and February 13, 2023;
•whether the sponsor and management and affiliates have a track record with SPACs
and, if so, balanced disclosure about this record and the outcomes of the prior
transactions;
•any discussions relating to the assumptions underlying the projections;
•the negotiation of the lock-up agreements and any arrangements for any shareholder
to waive its redemption rights; and
•any discussions with the NewGenIvf about the potential loss of clients in the near
future or other events that may materially affect the future performance of the
company.
Fairness Opinion of ASCA's Financial Advisor, page 89
16.Please add cautionary language that the fairness opinion addresses fairness to all
shareholders as a group as opposed to only those shareholders unaffiliated with the
sponsor or its affiliates.

 FirstName LastNameClaudius Tsang
 Comapany NameASPAC I Mini Acquisition Corp.
 July 13, 2023 Page 6
 FirstName LastName
Claudius Tsang
ASPAC I Mini Acquisition Corp.
July 13, 2023
Page 6
Review of Projected Financial Information, page 90
17.We note that the financial advisor reviewed "projected financial information provided by
the Company’s management for the 2023 to 2029 fiscal years" in connection with the
fairness opinion. However, you only disclose projections for fiscal years 2023 and 2024.
Please disclose i) all of the financial projections and "certain historical internal financial
analyses" provided to IJW in connection with the fairness opinion, including the basis for
and material assumptions underlying these projections; ii) any material "non-
financial information provided by the Company’s management;" iii) in your background
section, when ASCA received the projections from NewGenIvf and how ASCA's
management and/or board considered them; and iv) to the extent that multiple sets of
projections were prepared, please state as much and explain why these projections appear
to differ.
18.You disclose that IJW applied a WACC discount rate of 22.5% to the projected Free Cash
Flow and a multiple of 5.1 times in determining the projected terminal value for the
agency business segment. and applied a WACC discount rate of 18.6% to the projected
Free Cash Flow and a multiple of 6.4 in determining the projected terminal value for the
surrogacy business segment (Thailand). Please revise to explain the basis for applying
these discount rates and terminal value multiples.
Selected Public Companies Analysis, page 90
19.Please disclose the criteria IJW used to select comparable companies, including any
quantitative metrics. Disclose if there were any criteria used to exclude companies from
the analysis and if any companies meeting the selection criteria were excluded. We note
that two of the three companies show an enterprise value of less than $3 million, while the
other is above $250 million. Please revise to explain the challenges applying this analysis
to NewGenIvf and its enterprise valuation of $60 million presented by the board in the
initial negotiations.
Certain Projected Information of NewGenIvf, page 91
20.We note that the projections were prepared in December 2022 to January 2023 and that
NewGenIvf’s management believes they continue to have a reasonable basis as of the date
of the proxy statement/prospectus. Please revise to state the basis for which NewGenIvf's
management believes the projections are still reasonable.

 FirstName LastNameClaudius Tsang
 Comapany NameASPAC I Mini Acquisition Corp.
 July 13, 2023 Page 7
 FirstName LastName
Claudius Tsang
ASPAC I Mini Acquisition Corp.
July 13, 2023
Page 7
Operational Projections and Assumptions, page 92
21.As it relates to your projections and assumptions and estimates, please address the
following:

•Explain to us how you determined a change in revenue recognition is appropriate.
Provide us a full analysis to support your determination and tell us the impact to 2024
revenue from the change in accounting;
•Provide us an analysis of Non-GAAP Financial Measures Compliance and Disclosure
Interpretations 101.01 and 101.03;
•Disclose in further detail the basis for your determination that gross profit margin is
expected to increase from 26% in 2022 to 31% in both 2023 and 2024;
•Clarify the reason why the increase in General & Administrative costs from 2023 to
2024 is disproportionate to the increase in revenues during that timeframe; and
•Disclose with more clarity how you determined the 212% increase in revenues from
2023 to 2024.  As part of your disclosure, include any actual underlying assumptions
and estimates.
22.We note that the projected r