SecProbe.io

March 18, 2025
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
Registration Statement on Form F-1
Filed March 7, 2025
File No. 333-285657
Dear Ka Wai Victor Mo:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. 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 any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our January 6, 2025 letter.
Registration Statement on Form F-1 filed March 7, 2025
Risk Factors
Risks Relating to Our Corporate Structure, page 42
We note that your Amended and Restated Memorandum and Articles of Association
includes exclusive forum provisions. Please include risk factor disclosure regarding
these provisions, including the risk of increased costs for investors to bring a claim
and that these provisions could discourage claims or limit investors’ ability to bring a
claim in a judicial forum that they find favorable. Additionally, please include
disclosure regarding these provisions in the Description of Share Capital section of the
prospectus. Your disclosure should clearly state whether these provisions apply to
claims under the federal securities laws of the United States and clarify which of the 1.

March 18, 2025
Page 2
two provisions controls in the case of an action covered by both provisions. For
example, investors may have the right to bring derivative actions under both the
Securities Act and the Exchange Act. However, Section 160(i) designates the courts
of the Cayman Islands as the sole and exclusive forum for "any derivative action or
proceeding brought on behalf of the Company" whereas Section 161 designates the
United States District Court for the Southern District of New York (or, if the United
States District Court for the Southern District of New York lacks subject matter
jurisdiction over a particular dispute, the state courts in New York County, New
York) as the exclusive forum within the United States for "any complaint asserting a
cause of action arising out of or relating in any way to the federal securities laws of
the United States." It is not clear from the current provisions whether a derivative
action under the federal securities laws of the United States would need to be brought
in the Cayman Islands or New York.
Note 2 - Summary of Significant Accounting Policies
Revenue Recognition, page F-35
2.We note your response to prior comment 2 and your updated disclosure on page 64.
Please include the disclosures required by ASC 280-10-50 within your financial
statement footnotes. Please also describe what forfeiture income is comprised of, and
its related accounting policy.
            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.