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August 9, 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.
Amendment No. 1 to Draft Registration Statement on Form F-4
Submitted on July 25, 2023
CIK No. 0001981662
Dear Claudius Tsang:
            We have reviewed your amended 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.
Amendment No. 1 to Draft Registration Statement on Form F-4
Cover Page
1.We note your response to comment number 1 but note that below these changes, the
disclosure still states that the relative percentages assume that none of ASCA's existing
public shareholders exercise their redemption rights.  Please reconcile this statement with
the previous assumptions or advise.
2.We note your response to comment number 42.  Please revise to include the disclosure
required by comment 4 of the Division of Corporation Finance's Sample Letter to China-
Based Companies issued by the Staff in December 2021 (the "Dear Issuer Letter")

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by providing a description of how cash is transferred through NewGenIvf's organization
and disclose your intentions to distribute earnings.  State whether any transfers, dividends,
or distributions have been made to date between the holding company, its subsidiaries, or
to investors, and quantify the amounts where applicable.  Provide a cross-reference to the
consolidated financial statements.
Summary of the Proxy Statement/Prospectus, page 17
3.We note that in response to comment 2 of the Dear Issuer Letter you provided disclosure
on the cover page concerning the legal and operational risks associated with being based
in or having the majority of the company's operations in China.  Per the last sentence of
comment 2, please revise the Summary to address the risks highlighted on the cover page.
Also disclose on the cover page and in the Summary that regulatory actions related to data
security or anti-monopoly concerns in Hong Kong or Macau specifically have or may
impact NewGenIvf's ability to conduct its business, accept foreign investments, or list on
a U.S. or foreign exchange.
4.Please revise to include the disclosure required by comment 8 of the Dear Issuer letter by
disclosing each permission or approval that NewGenIvf or its subsidiaries are required to
obtain from Chinese authorities to operate its business and to offer the securities being
registered to foreign investors.  We note the cover page refers to permissions and filings
related to listing on a U.S. securities exchange and consummating this offering but not
permissions and approvals related to operating NewGenIvf's business, and no such
disclosure appears in this Summary section.  Revise to state whether NewGenIvf or its
subsidiaries are covered by permissions requirements from the China Securities
Regulatory Commission (CSRC), Cyberspace Administration of China (CAC) or any
other governmental agency that is required to approve its operations, and state
affirmatively whether it have received all requisite permissions or approvals and whether
any permissions or approvals have been denied.  Please also describe the consequences to
NewGenIvf and your investors if it or its subsidiaries: (i) do not receive or maintain such
permissions or approvals, (ii) inadvertently conclude that such permissions or approvals
are not required, or (iii) applicable laws, regulations, or interpretations change and it
is required to obtain such permissions or approvals in the future.
5.Please revise to include the disclosure required by comment 9 of the Dear Issuer Letter by
providing a clear description of how cash is transferred through NewGenIvf's
organization.  Disclose your intentions to distribute earnings.  Quantify any cash flows
and transfers of other assets by type that have occurred between the holding company and
its subsidiaries, and direction of transfer.  Quantify any dividends or distributions that a
subsidiary have made to the holding company and which entity made such transfer, and
their tax consequences.  Similarly quantify dividends or distributions made to U.S.
investors, the source, and their tax consequences.  Your disclosure should make clear if no
transfers, dividends, or distributions have been made to date.  Describe any restrictions on
foreign exchange and NewGenIvf's ability to transfer cash between entities, across

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borders, and to U.S. investors.  Describe any restrictions and limitations on NewGenIvf's
ability to distribute earnings from the company, including your subsidiaries, to the parent
company and U.S. investors.
Risk Factors
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 45
6.We note your revised disclosure on page 45 in response to comment number 6 regarding
the potential imprisonment of First Fertility PGS Center's directors due to non-compliance
with Thai law.  We also note your disclosure on pages 109 and 145 indicating that the IVF
treatment operations in Thailand and Cambodia are the main contributors to IVF treatment
income.  Within this risk factor, please provide further detail regarding the potential
impact the loss of certain or all of the First Fertility PGS Center's directors would have
on NewGenIvf’s business, results of operations and financial condition.
Risks Related to the Potential Impact of PRC Laws and Regulations on NewGenIvf's
Subsidiaries' Business
If NewGenIvf and/or NewGenIvf's subsidiaries were to be required to obtain any permission or
approval from or complete any filing..., page 76
7.Please revise to provide risk factor disclosure to explain whether there are any
commensurate laws or regulations in Hong Kong or Macau which result in oversight over
data security and explain how this oversight impacts NewGenIvf's business and the
offering and to what extent the company believes that it is compliant with the regulations
or policies that have been issued.
Background of the Business Combination, page 98
8.We note your response to comment number 11 and reissue in part.  Please provide more
detail regarding the process of narrowing the original 20 potential target companies to 10
potential targets and again to four candidates, to include NewGenIvf.  Please also provide
more detail regarding the initial criteria that was considered and found in favor of a
potential business combination with NewGenIvf.  Finally, please clarify that NewGenIvf
was not a potential target company that the ASCA representatives, management and/or
board engaged with until after the other potential target companies were determined to not
be viable for a potential business combination.
9.We note your revised disclosure in response to comment number 14 and reissue in part.
On page 102, you state that "a version of the model that used market data as of
November 30, 2022 and that incorporated assumptions and inputs provided by
NewGenIvf was circulated to ASCA" and that "the final version of the model incorporated
market data from December 2022."  Please revise to clarify whether the model you are
referring to is that described in the "Operational Projections and Assumptions" section, the

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relevant market data considered as of the particular dates, and, if this model is different
from the projections described in the "Operational Projections and Assumptions"
section, specify the assumptions and inputs provided.
Selected Public Companies Analysis, page 105
10.We note your revised disclosure in response to comment number 19 and reissue in part.
Please disclose, including by using quantitative metrics, the criteria IJW used to select
comparable companies and 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.
Operational Projections and Assumptions, page 107
11.We have reviewed your response and revised disclosure in response to prior comment 21
and have the following comments:
•Your methodology for projecting 2024 revenue based on a change in revenue
recognition policy does not appear appropriate, in part, since you have not identified
any specific changes that you intend to make nor have you provided any analysis of
these changes under ASC 606.  Please revise your projections so they are on a basis
consistent with 2023; and
•Provide us an analysis of Non-GAAP Financial Measures Compliance and Disclosure
Interpretations 101.01 and 101.03.
12.We note the below statements on pages 107 and 108 regarding your projections.
However, we also note significant changes to 2023 projected revenue, gross profit, gross
profit margin, selling & marketing expense, general & administrative expense, etc., when
compared to your prior submission.  We also note a decrease in 2024 projected general
& administrative expense, when also compared to your prior submission.  Please explain
to us in detail all of these changes and also explain whether all of your disclosure related
to projections is appropriate and accurate.
•The projections and the assumptions underlying them reflect the opinion of
NewGenIvf’s management, based on NewGenIvf’s business plans at the time the
projections were prepared, which was in December 2022 to January 2023, taking into
account the risks and uncertainties of NewGenIvf’s business, but there can be no
assurance that these projections will be realized or that actual results will not be
significantly higher or lower than projected.  The projections and underlying
assumptions do not take into account any circumstances or events occurring after the
date they were prepared.
•The financial projections were prepared by NewGenIvf as of December 31, 2022 and
do not take into account any circumstances or events occurring after December 31,
2022, the date they were prepared.

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Interests of Certain Persons in the Business Combination, page 116
13.We note your revised disclosure relating to comment number 23 and ASCA's belief that
"the potential conflict of interest relating to the waiver of the corporate opportunities
doctrine ... did not impact its search for an acquisition target..."  Please clarify how the
board considered these certain obligations and conflicts of interest in negotiating and
recommending the business combination.
Material U.S. Federal Income Tax Consequences, page 126
14.We note your response to comment number 24 and your disclosure that the transaction
should qualify as a "reorganization" within the meaning of Section 368 and no gain or loss
generally should be recognized by U.S. Holders.  As a result, it appears that tax
consequences may be material to shareholders.  A tax opinion must be filed whenever the
tax consequences of a transaction are material to an investor and a representation as to tax
consequences is set forth in the filing.  Please file a tax opinion as an exhibit to the filing.
Refer to Item 601(b)(8) of Regulation S-K and, for guidance, Section III.A.2 of Staff
Legal Bulletin No. 19.  If there is a lack of authority directly addressing the tax
consequences of the transaction, conflicting authority or significant doubt about the tax
consequences you may issue a “should” or “more likely than not” opinion to make clear
that the opinion is subject to a degree of uncertainty.  Refer to Staff Legal Bulletin No. 19,
Section III.C.4.  Additionally, please delete the disclaimer on page 136 that the summary
of material tax considerations is provided for general information only as such statement
implies that investors are not entitled to rely on the disclosure in your registration
statement.
Competitive Strengths, page 146
15.We note your revised disclosure relating to your "many" fertility service agents in China
and India on page 147.  Please revise to quantify the number of agents you contract with.
We further note that, based on your table on page 158, in 2022, 199 customers held
passports from China and India.  Please revise your disclosure to provide more detail
regarding how these service agents are contracted internationally, the process for agents to
refer prospective clients, and the percentage of customers from India or China that rely on
such an agent's promotional information. Please also revise to provide the term and
termination provisions of the agreements with these agents.
Government Regulation, page 161
16.We note your response to comment 29.  Previously you disclosed that countries impose
licensing requirements on tourism services providers but NewGenIvf does not believe that
the nature of its services requires it to be licensed under applicable law.  This statement
was deleted and replaced with disclosure concerning Thailand’s tourism regulations.
Please revise to describe the licensing requirements under the laws of the other
jurisdictions in which you operate, or advise.

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Revenue, page 170
17.Please quantify the impact of sales price changes and of foreign currency rate fluctuations
on your revenue variances. Disclose also the changes in new customers and average
revenue per customer between periods. See the guidance in Item 5.A. of Form 20-F.
Liquidity, page 175
18.Please clearly disclose in this section that all of NewGenIvf's 2021 and 2022 operating
cash flows were distributed to its primary shareholders (page F-44). Disclose the business
purpose of these distributions and how this use of cash is consistent with the statement on
page 45 that "NewGenIvf requires a significant amount of capital to fund its operations
and growth". Also, please disclose whether Mr. Siu and Ms. Fong intend to repay the $2.2
million that they owe if you fall under the maximum redemption scenario since otherwise
you will have a $2 million cash deficit (page 184).
Unaudited Pro Forma Condensed Combined Financial Statements, page 182
19.We have reviewed your response to prior comment 30.  Please revise your pro forma
financial statements to present a pro forma balance sheet as of the end of the most recent
period for which one is included for A SPAC I in your filing, and to present a pro forma
statements of operations for A SPAC I’s year ended December 31, 2022 and the
subsequent interim period. See the guidance in Article