SecProbe.io

August 19, 2025
Kok Peng Na
Chief Executive Officer
Westin Acquisition Corp
Suite 1165-L 3 Coleman Street #03-24
Singapore 179804
Re:Westin Acquisition Corp
Registration Statement on Form S-1
Filed July 23, 2025
File No. 333-288889
Dear Kok Peng Na:
            We have reviewed your registration statement and have the following comments.
            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.
Registration Statement on Form S-1
Cover Page
1.Please disclose whether the closing of this offering is contingent upon Nasdaq
approval of your listing application.
Prospectus Summary, page 1
2.Please revise to highlight your dual-class capital structure within the prospectus
summary section, addressing the disparate voting rights of the Class A and Class B
ordinary shares.
Competitive Strengths, page 2
3.Please disclose the basis for your statement that your management team has
significant experience in biotechnology.

August 19, 2025
Page 2
Effecting a Business Combination, page 6
4.We note your disclosure that you may seek shareholder approval to amend your
amended and restated memorandum and articles of association to extend the date by
which you must consummate your initial business combination. Please expand to
disclose any limitations on extensions, including the number of times. See Item
1602(b)(4) of Regulation S-K.
Redemption Rights, page 24
5.We note your disclosure here and elsewhere in the registration statement that pursuant
to your post-offering amended and restated memorandum and articles of
association you are only required to give five days' notice for each general meeting.
Please revise here and elsewhere as applicable to be consistent with the minimum
dissemination period required by Exchange Act Rule 14a-6(q).
Conflicts of Interest, page 27
6.You state that each of your directors and officers is associated with other entities that
have priority and preference relative to Westin Acquisition Corp. Please identify the
entities that have these priorities and preferences.
Dilution, page 84
7.We note your disclose that your net tangible book value calculations do not reflect any
dilution associated with the exercise of rights as the rights are accounted for as equity
and are only exercisable following the consummation of our initial business
combination. We also note that footnote four to your denominator disclosure assumes
the issuance of 833,334 public shares underlying the public rights. Please revise to
consistently disclose whether the rights are included or excluded from your
calculations.
Management, page 116
8.Please revise this section and the prospectus summary to clearly identify any SPACs
and SPAC business combinations in which your management team has participated.
In addition, for each SPAC involving members of your management team, clearly
disclose any extensions and redemption levels in connection with any extension
and/or business combination. For those SPACs that have completed a de-SPAC
transaction, disclose the current trading prices. If your management has not
participated in any other SPACs or SPAC business combinations, please revise to
include an affirmative statement to that effect. Refer to Item 1603(a)(3) of Regulation
S-K.
Conflicts of Interest, page 120
9.We note your cross reference to a risk factor titled "Since our sponsor, officers and
directors, any other holder of our initial shares may lose their entire investment in us if
our initial business combination is not completed..." However, no risk factor with this
title appears in your risk factors section. Please revise or advise.

August 19, 2025
Page 3
General
10.We note disclosure appearing throughout your prospectus discussing the risks related
to investing in companies that operate in China. However, disclosure in your
prospectus summary indicates that you have no operations in China and that you will
not complete an initial business combination with a company being based in or having
the majority of their operations in Greater China. We also note that your officers and
directors are residents of Singapore and Malaysia with no apparent ties to China.
Please revise, wherever appropriate, to explain why the risks associated with investing
in companies that are based in or that have the majority of their operations in China
apply to your company.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Bonnie Baynes at 202-551-4924 or Daniel Gordon at 202-551-3486 if
you have questions regarding comments on the financial statements and related
matters. Please contact Tyler Howes at 202-551-3370 or Chris Edwards at 202-551-6761
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Cassi Olson, Esq.