SecProbe.io

December 5, 2024
Ka Wai Victor Mo
Chief Executive Officer
ANEW Health Limited
Unit 2301-05, 23/F, Tower 5, The Gateway
Harbour City, 15 Canton Road
Tsim Sha Tsui, Kowloon, Hong Kong
Re:ANEW Health Limited
Amendment No. 1 to
Draft Registration Statement on Form F-1
Submitted November 8, 2024
CIK No. 0002019042
Dear Ka Wai Victor Mo:
            We have reviewed your amended draft registration statement and have the following
comments.
            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 a comment applies 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 this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in
our July 18, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form F-1 submitted November 8, 2024
Cover Page
We note your revised disclosure in response to prior comment 3, which we reissue in
part. We note your disclosure on the cover page that as a “controlled company,” you
will “follow certain exemptions from certain corporate governance requirements that
could adversely affect [y]our public shareholders.” You also disclose on pages 16 and
42 that you “do not intend to rely on the “controlled company” exemptions under the
Nasdaq listing rules” even if you are deemed to be a “controlled company…” Please 1.

December 5, 2024
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revise your disclosures to clarify on the cover page and elsewhere in the prospectus
that you do not intend to rely on any exemptions as a controlled company.
Prospectus Summary
Overview, page 3
2.We note your revised disclosure in response to prior comment 5 and reissue the
comment in part. Here or elsewhere in the prospectus, please note whether all of your
treatment devices, therapies, supplements and topical use products have been
approved by the FDA or an equivalent foreign regulator.
3.We note your revised disclosure in response to prior comment 7. Your disclosure
continues to note that you have "over 16 years of experience in pain management and
functional enhancement." However, on page 87 you note that your first service center
commenced operations in 2017. Here or elsewhere in the prospectus, please provide a
brief description of your business prior to opening your first service center or
otherwise substantiate your statement that you have over 16 years of experience in
pain management and functional enhancement.
4.We note your revised disclosure in response to prior comment 8 and reissue the
comment in part. Your disclosure continues to include several references to
proprietary technologies. For example, we refer to your statements on page 4 referring
to your "proprietary portable energy-based at-home treatment devices for the
consumer retail market" and on page 81 referring to your "proprietary “RDS+”
(Restore, Detox, and Strengthen) approach for pain management." Please revise to
substantiate your claims that your treatments, therapy devices and OTC products
constitute “proprietary” technologies and therapies in the pain management industry
or remove these claims.
Competitive Strengths, page 4
5.We note your revised disclosure in response to prior comment 10 and reissue the
comment in part. Your disclosure continues to include your belief that you are "one of
the market leaders in the pain management services industry and one of the largest
providers of pain management services in Hong Kong." For all statements throughout
the prospectus regarding industry leadership, please provide the basis for these
statements, including any applicable measures by which you are a market leader or
one of the largest providers of pain management services, or remove such statements.
Management's Discussion and Analysis of Financial Condition
General and Administrative Expenses, page 64
6.We note your discussion on increased general and administrative expenses. Please
include in your disclosure what the increase in "Others" expense is. If this is related to
the increase in audit fee and accounting consultancy fee incurred, please update your
table to disclose as such.
Revenue, page 64
We note your response to our prior comment 13 and reissue. Please update your
discussion to provide quantified disclosure of year-over-year changes in revenue. 7.

December 5, 2024
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Please provide discussion that would allow an investor to understand how changes
were caused by fluctuations in price versus quantity of services and/or products sold.
Selling and Marketing Expenses, page 64
8.We note your discussion on increased selling and marketing expense, particularly that
which you describe to be "driven by higher consultancy fees incurred to acquire new
customers and enhance sales efforts." Please update your discussion to provide a
quantified analysis on the increase in your selling and marketing expense, particularly
a discussion on the increase in advertising costs and explain any trends that you
reasonably expect to materially impact future operations.
Management's Discussion and Analysis of Financial Condition
Interest Expense, page 65
9.We note your response to our prior comment 15. Please update your discussion to
provide quantified disclosure on what percentage of your sales incurs lower finance
charges as opposed to higher charges.
Increasing awareness of pain and health, page 76
10.We note your revised disclosure in response to prior comment 16 and reissue the
comment in part. Please provide the source or basis for your claims in this section or
note if the statement are the belief of management. For example, we note the
following statements in your revised disclosure:
•On page 76, that "Hong Kong’s economic growth and increased service-
oriented consumption, Hong Kong residents now have the ability and desire to
invest more money in enhancing and maintaining their well-being, including
healthcare;"
•On page 79, that "[a]s healthcare perspectives shift towards more pain-
focused models, interest in non-pharmacological pain management services is
growing among the people of Hong Kong;" and
•On page 80, that "[b]y leveraging technical innovations and advanced
technologies, the quality of non-pharmacological pain management services can
be enhanced, driving increased demand for these services."
Business, page 83
11.We note your revised disclosure in response to prior comment 21 and reissue the
comment in part. By way of example, please briefly explain what you mean
by iontophoresis the first time the term is used in the prospectus.
Pain Management and Function Enhancement Services, page 85
Your response to prior comment 26 focuses on your determination you have one
reportable segment. Please tell us your consideration of providing the disclosures
required by ASC 280-10-50-40, which also applies to entities that have a single
reportable segment. Also, please tell us your consideration of the need to expand your
discussion of results of operations in MD&A to provide quantified information
regarding the results from different types of services to analyze specific material 12.

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events and trends that materially impacted your operations.
Related Party Transactions, page 114
13.We note your response to prior comment 29. We assume that $10.7 million of the
amount owed by Mr. Mo can be offset by dividends that have already been approved
by Anew Health’s Board -- which they presumably control as principal shareholders.
Consequently, it appears that the $10.7 million should be accounted for as a capital
distribution and deducted from equity instead of as an asset. Please revise your
presentation of this amount for historic balances as of March 31, 2023 (i.e., in your
consolidated balance sheets, consolidated statements of changes in shareholders'
equity, disclosures, etc.), accordingly. Refer to SAB Topic 4:G, by analogy.
            Please contact Tayyaba Shafique at 202-551-2110 or Terence O'Brien at 202-551-
3355 if you have questions regarding comments on the financial statements and related
matters. Please contact Conlon Danberg at 202-551-4466 or Jane Park at 202-551-7439 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:William S. Rosenstadt, Esq.