SecProbe.io

<DOCUMENT>
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 September 4, 2025

Junheng Xie
Chief Executive Officer and Director
Aimei Health Technology Co., Ltd.
10 East 53rd Street, Suite 3001
New York, NY 10022

 Re: Aimei Health Technology Co., Ltd.
 Form 10-K for the Fiscal Year Ended December 31, 2024
 File No. 001-41880
Dear Junheng Xie:

 We have completed our review of your filing. 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.

 Sincerely,

 Division of Corporation
Finance
 Office of Real Estate &
Construction
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 30, 2025

Junheng Xie
Chief Executive Officer and Director
Aimei Health Technology Co., Ltd.
10 East 53rd Street, Suite 3001
New York, NY 10022

 Re: Aimei Health Technology Co., Ltd.
 Form 10-K for the Fiscal Year Ended December 31, 2024
 File No. 001-41880
Dear Junheng Xie:

 We have reviewed your filing and have the following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Fiscal Year Ended December 31, 2024
General

1. Please confirm that you will revise future filings, as applicable, to
provide more
 specific and prominent disclosures about the legal and operational risks
associated
 with China-based companies. For additional guidance, please see the
Division of
 Corporation Finance's Sample Letter to China-Based Companies issued by
the Staff in
 December 2021. To the extent the Sample Letter to China-Based Companies
requests
 disclosure on the prospectus cover page or in the prospectus summary,
please provide
 such disclosure at the beginning of Item 1 of Form 10-K; in addition,
please include a
 discussion of the transfer of cash within the company in Item 7 of Form
10-K.
 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.

 Please contact Eric McPhee at 202-551-3693 or Jennifer Monick at
202-551-3295 if
you have questions regarding comments on the financial statements and related
matters. Please contact Pam Howell at 202-551-3357 or Jeffrey Gabor at
202-551-2544 with
 July 30, 2025
Page 2

any other questions.

 Sincerely,

 Division of Corporation Finance
 Office of Real Estate & Construction
</TEXT>
</DOCUMENT>

CORRESP
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AIMEI
HEALTH TECHNOLOGY CO., LTD

10 East 53rd Street, Suite 3001

New York, NY 10022

November
28, 2023

VIA
EDGAR

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

RE: Aimei
                                            Health Technology Co., Ltd(the “Company”)

                                            Registration Statement on Form S-1

                                            (File No. 333-272230) (the “Registration Statement”)

Ladies
and Gentlemen:

The
Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness
of the Registration Statement so that such Registration Statement will become effective as of 4:00 pm., Eastern Time, on November 30,
2023, or as soon thereafter as practicable.

The
Company hereby acknowledges that:

 ● Should
                                            the Securities and Exchange Commission (the “Commission”) or the Staff, acting
                                            pursuant to delegated authority, declare the Registration Statement effective, it does not
                                            foreclose the Commission from taking any action with respect to the Registration Statement;

 ● The
                                            action of the Commission or the Staff, acting pursuant to delegated authority, in declaring
                                            the Registration Statement effective, does not relieve the Company from its full responsibility
                                            for the adequacy and accuracy of the disclosure in the Registration Statement; and

 ● The
                                            Company may not assert Staff comments and the declaration of effectiveness as a defense in
                                            any proceeding initiated by the Commission or any person under the federal securities laws
                                            of the United States.

[Signature
page follows]

    Very truly yours,

    Aimei Health Technology Co., Ltd

    By:
    /s/
    Juan Fernandez Pascual

    Name:
     Juan Fernandez Pascual

    Title:
     Chief Executive Officer

CORRESP
1
filename1.htm

November
28, 2023

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

100
F Street, N.E.

Mail
Stop 4631

Washington,
DC 20549

    Attn:
    Ronald
    (Ron) E. Alper

    Pam
    Long

    Re:
    Aimei
    Health Technology Co., Ltd

    Request
    for Acceleration of Registration Statement on Form S-1, as amended

    Filed
    October 27, 2023 File 333-272230

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as
amended, Spartan Capital Securities, LLC, as representative of the underwriters, hereby joins Aimei Health Technology Co., Ltd in requesting
acceleration of the effective date of the above-referenced Registration Statement so that it will become effective at 4 pm, Eastern Time,
on November 30, 2023, or as soon thereafter as practicable.

Pursuant
to Rule 460 under the Securities Act, we wish to advise you that we have distributed as many copies of the Preliminary Prospectus dated
October 27, 2023, to selected dealers, institutions and others as appears to be reasonable to secure adequate distribution of the Preliminary
Prospectus.

The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating
dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended,
in connection with the above-referenced issue.

    Spartan
    Capital Securities, LLC

    By:
    /s/
    Kim Monchik

    Name:
    Kim
    Monchik

    Title:
    Chief
    Administrative Officer

CORRESP
1
filename1.htm

    Loeb
    & Loeb LLP

    345
    Park Avenue

    New
    York, NY 10154

    Main 212.407.4000

    Fax
212.407.4990

August
31, 2023

Via
EDGAR

Division
of Corporation Finance

Office
of Manufacturing

U.S.
SECURITIES AND EXCHANGE COMMISSION

100
F Street, N.E.

Washington,
DC 2054

    Attn:

    Ronald
    (Ron) E. Alper

    Pam
    Long

    Re:
    Aimei
    Health Technology Co., Ltd.

    Amendment
    No. 2 to Registration Statement on Form S-1

    Filed
    August 17, 2023

    File
    No. 333-272230

Dear
Mr. Alper and Ms. Long:

On
behalf of Aimei Health Technology Co., Ltd (the “Company”), we are hereby responding to the letter dated August
23, 2023 (the “Comment Letter”) from the staff (the “Staff”) of the Securities and
Exchange Commission (the “Commission”), regarding the Company’s Amendment No. 2 to Registration Statement
on Form S-1, filed on August 17, 2023, File No. 333-272230 (the “Registration Statement”).

In
response to the Comment Letter and to update certain information in the Registration Statement, the Company is filing Amendment No. 3
to the Registration Statement (the “Amended Registration Statement”) with the Commission today. Capitalized
terms used herein but not defined herein have the meanings ascribed thereto in the Amended Registration Statement.

For
ease of reference, the text of the Staff’s comment is included in bold-face type below, followed by the Company’s response.

Amendment
No. 2 to Registration Statement on Form S-1 filed August 17, 2023

If
we seek shareholder approval of our business combination . . ., page 29

1. We
                                            note the revisions you made in response to prior comment 2. Please revise the disclosure
                                            here and on page 21 to explain how the purchase of shares by the sponsor or its affiliates
                                            from public shareholders in connection with the approval of the business combination may
                                            “influence a vote” if you intend that the sponsor and its affiliates will represent
                                            that they will not vote in favor of approving the business combination, or remove this reference.

RESPONSE:
The Company acknowledges the Staff’s comment and has revised the disclosure on pages 21 and 29 in the Amended registration statement
by removing the reference in question.

Certain
Relationships and Related Party Transactions, page 111

2. We
                                            note that you have removed disclosure regarding your relationship with ARC Group Limited
                                            from this section. However, we also note that the public website for ARC Group indicates
                                            that an individual named Julianne Huh is a “strategic partner” to ARC Group.
                                            The website also indicates that ARC has a vice president named Ulrich Karlsen. If either
                                            of these individuals also serve as independent directors of Aimei, please disclose this relationship
                                            and the agreement with ARC Group in this section and in the biographical information for
                                            each individual, and file the agreement as an exhibit to the registration statement.

RESPONSE:
Ulrich Karlsen is not an independent director of the Company, although his brother Robin is one of the Company’s independent directors.
Ulrich Karlsen is the Head of the M&A group at ARC. Robin Ulrich has no relationship with ARC whatsoever. Julianne Huh, who is an
independent director of the Company, owns a minority interest in a company called TVA Spac Partners, and TVA has a partnership agreement
with ARC whereby TVA may introduce future client to ARC. However, ARC and the Company are not related parties.

Enforcement
of Civil Liabilities in Hong Kong and China, page 121

3. We
                                            note your response to prior comment 5 that Ms. Lin Bao’s residence in the PRC is disclosed
                                            in her biography on page 103. However, as this information is directly relevant to the disclosure
                                            regarding the enforcement of civil liabilities in China, please include it in the context
                                            of this discussion as well, as requested in our prior comment.

RESPONSE:
The Company acknowledges the staff’s comment and has included the requested disclosure on page 121 of the Amended Registration
Statement.

Item
16. Exhibits and Financial Statement Schedule Exhibit 23.1, page 146

4. In
                                            your next amendment, please provide an updated consent from your independent registered public
                                            accounting firm.

RESPONSE:
The Company acknowledges the Staff’s comment and has provided an updated consent from its independent registered public accounting
firm as an exhibit to the Amended Registration Statement.

General

5. We
                                            note your response to prior comment 6 and we reissue it in part. Please include disclosure
                                            addressing the impact that PRC law or regulation may have on the cash flows associated with
                                            a business combination in relation to shareholder redemption rights.

RESPONSE:
The company acknowledges the Staff’s comment and has revised the disclosure on pages 6 and 50 in the Amended Registration Statement
to clarify that the trust funds are not held in China, they are held in U.S. dollars in the United States with Continental Stock Transfer
& Trust Company and therefore the shareholder redemption rights would not be impacted.

Please
call me at (212) 407-4122 if you would like additional information with respect to any of the foregoing. Thank you.

Sincerely,

    /s/
    Andrei Sirabionian

    Andrei
Sirabionian

Partner

United States securities and exchange commission logo
August 23, 2023
Juan Fernandez Pascual
Chief Executive Officer, Secretary and Director
Aimei Health Technology Co., Ltd.
10 East 53rd Street, Suite 3001
New York, NY 10022
Re:Aimei Health Technology Co., Ltd.
Amendment No. 2 to Registration Statement on Form S-1
Filed August 17, 2023
File No. 333-272230
Dear Juan Fernandez Pascual:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our August 7, 2023 letter.
Amendment No. 2 to Registration Statement on Form S-1 filed August 17, 2023
If we seek shareholder approval of our business combination . . ., page 29
1.We note the revisions you made in response to prior comment 2. Please revise the
disclosure here and on page 21 to explain how the purchase of shares by the sponsor or its
affiliates from public shareholders in connection with the approval of the business
combination may "influence a vote" if you intend that the sponsor and its affiliates will
represent that they will not vote in favor of approving the business combination, or
remove this reference.

 FirstName LastNameJuan Fernandez Pascual
 Comapany NameAimei Health Technology Co., Ltd.
 August 23, 2023 Page 2
 FirstName LastName
Juan Fernandez Pascual
Aimei Health Technology Co., Ltd.
August 23, 2023
Page 2
Certain Relationships and Related Party Transactions, page 111
2.We note that you have removed disclosure regarding your relationship with ARC Group
Limited from this section. However, we also note that the public website for ARC Group
indicates that an individual named Julianne Huh is a "strategic partner" to ARC Group.
The website also indicates that ARC has a vice president named Ulrich Karlsen. If either
of these individuals also serve as independent directors of Aimei, please disclose this
relationship and the agreement with ARC Group in this section and in the biographical
information for each individual, and file the agreement as an exhibit to the registration
statement.
Enforcement of Civil Liabilities in Hong Kong and China, page 121
3.We note your response to prior comment 5 that Ms. Lin Bao's residence in the PRC is
disclosed in her biography on page 103. However, as this information is directly relevant
to the disclosure regarding the enforcement of civil liabilities in China, please include it in
the context of this discussion as well, as requested in our prior comment.
Item 16. Exhibits and Financial Statement Schedule
Exhibit 23.1, page 146
4.In your next amendment, please provide an updated consent from your independent
registered public accounting firm.
General
5.We note your response to prior comment 6 and we reissue it in part. Please include
disclosure addressing the impact that PRC law or regulation may have on the cash flows
associated with a business combination in relation to shareholder redemption rights.
            You may contact Mark Rakip at 202-551-3573 or Wilson Lee at 202-551-3468 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Ronald (Ron) E. Alper at 202-551-3329 or Pam Long at 202-551-3765 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Andrei Sirabionian

CORRESP
1
filename1.htm

    Loeb
    & Loeb LLP

    345
    Park Avenue

    New
    York, NY 10154

    Main
212.407.4000

    Fax
212.407.4990

August
17, 2023

Via
EDGAR

Division
of Corporation Finance

Office
of Manufacturing

U.S.
SECURITIES AND EXCHANGE COMMISSION

100
F Street, N.E.

Washington,
DC 2054

  Attn:
  Ronald (Ron) E. Alper

  Pam Long

  Re:
  Aimei Health Technology Co., Ltd

  Amendment No. 1
  to Registration Statement on Form S-1

  Filed July 24,
  2023

  File No. 333-272230

Dear
Mr. Alper and Ms. Long:

On
behalf of Aimei Health Technology Co., Ltd (the “Company”‘), we are hereby responding to the letter dated
August 7, 2023 (the “Comment Letter”) from the staff (the “Staff”) of the Securities
and Exchange Commission (the “Commission”), regarding the Company’s Amendment No. 1 to Registration Statement
on Form S-1, filed on July 24, 2023, File No. 333-272230 (the “Registration Statement”).

In
response to the Comment Letter and to update certain information in the Registration Statement, the Company is filing Amendment No. 2
to the Registration Statement (the “Amended Registration Statement”) with the Commission today. Capitalized
terms used herein but not defined herein have the meanings ascribed thereto in the Amended Registration Statement.

For
ease of reference, the text of the Staff’s comment is included in bold-face type below, followed by the Company’s response.

Amendment
No. 1 to Registration Statement on Form S-1 filed July 24, 2023

Redemption Rights, page 18

1. We
                                            note that the Amended and Restated Articles of Association filed as Exhibit 3.2 include a
                                            provision at Article 35.5(c) that you may limit redemptions to ensure that you will have
                                            net tangible assets of at least $5,000,001 immediately prior to or upon an initial business
                                            combination, after payment of underwriting fees and commissions. Please describe this limitation
                                            here and where similar disclosure appears in the prospectus.

RESPONSE:
The Company acknowledges the Staff’s comment and has today refiled Exhibit 3.2 with the Amended Registration Statement, removing
the referenced limitation. No disclosure appears in the prospectus regarding that limitation.

If
we seek shareholder approval of our business combination . . ., page 29

2. We
                                            note your disclosure in this risk factor indicating that any acquired public shares will
                                            be voted as contemplated by Question 166.01 of the Division’s Tender Offers and Schedules
                                            C&DI. Rather than simply referring to the C&DI, please include narrative disclosure
                                            explaining that securities purchased by the sponsor or its affiliates would not be voted
                                            in favor of approving the business combination, and reconcile conflicting statements such
                                            as that affiliated purchasers “may influence a vote in favor of a proposed business
                                            combination” and that the purpose of the purchases would be to “increase the
                                            likelihood of obtaining shareholder approval.”

RESPONSE:
The Company acknowledges the Staff’s comment and has included the requested narrative disclosure and reconciled the conflicting
statements.

PRC
Approvals, page 88

3. We
                                            note your disclosure here and elsewhere that you do not believe you are required to obtain
                                            any permissions or approvals from the CRSC, CAC or any other governmental entity to issue
                                            securities or list on a U.S. exchange. Clarify whether any permissions or approvals are required
                                            to search for a target company. Please also explain the basis for your conclusion that no
                                            permissions or approvals are required. If your conclusion is based on an opinion of counsel,
                                            please file the opinion as an exhibit to the registration statement.

RESPONSE:
The disclosure has been revised as per the Staff’s comment. The basis for the Company’s conclusion that no permissions or
approvals are required is the Company’s management and discussions it has had within the industry. The Company notes that the
conclusion is not based on an opinion of counsel.

Certain
Relationships and Related Party Transactions, page 111

4. We
                                            note your response to comment 9 and we reissue it. Please revise to clarify how Arc Group
                                            Limited is a related party. For example, clarify whether there Arc Group officers, directors
                                            or shareholders who also are also officers, directors or shareholders of the company or the
                                            sponsor.

RESPONSE:
The Company acknowledges the Staff’s comment and confirms that Arc Group Limited is not a related party. None of Arc Group’s
officers, directors or shareholders are also officers, directors or shareholders of the company or the sponsor. Accordingly, the company
has removed all disclosure regarding Arc Group from the section titled “Certain Relationships and Related Party Transactions”
in the Amended Registration Statement.

Enforcement
of Civil Liabilities in Hong Kong and China, page 121

5. Please
                                            identify the independent director who is a resident of the PRC, here and where similar disclosure
                                            appears in the prospectus. See prior comment 10.

RESPONSE:
Ms. Lin Bao is an independent director and a resident of the PRC. Her country of residence is disclosed on the cover page and in her
biography which appears on page 103 of the Amended Registration Statement.

General

6. As
                                            requested in prior comment 12, please include disclosure addressing the impact that PRC law
                                            or regulation may have on the cash flows associated with the business combination, including
                                            shareholder redemption rights.

RESPONSE:

The
Company acknowledges the Staff’s comment and advises that discussion of the impact of PRC law or regulation on cash flows is included
on page 49 of the Amended Registration Statement.

Please
call me at (212) 407-4122 if you would like additional information with respect to any of the foregoing. Thank you.

Sincerely,

    /s/
    Andrei Sirabionian

    Andrei
Sirabionian

    Partner

United States securities and exchange commission logo
August 7, 2023
Juan Fernandez Pascual
Chief Executive Officer, Secretary and Director
Aimei Health Technology Co., Ltd.
10 East 53rd Street, Suite 3001
New York, NY 10022
Re:Aimei Health Technology Co., Ltd.
Amendment No. 1 to Registration Statement on Form S-1
Filed July 24, 2023
File No. 333-272230
Dear Juan Fernandez Pascual:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our June 21, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-1 filed July 24, 2023
Redemption Rights, page 18
1.We note that the Amended and Restated Articles of Association filed as Exhibit 3.2
include a provision at Article 35.5(c) that you may limit redemptions to ensure that you
will have net tangible assets of at least $5,000,001 immediately prior to or upon an initial
business combination, after payment of underwriting fees and commissions. Please
describe this limitation here and where similar disclosure appears in the prospectus.

 FirstName LastNameJuan Fernandez Pascual
 Comapany NameAimei Health Technology Co., Ltd.
 August 7, 2023 Page 2
 FirstName LastName
Juan Fernandez Pascual
Aimei Health Technology Co., Ltd.
August 7, 2023
Page 2
If we seek shareholder approval of our business combination . . ., page 29
2.We note your disclosure in this risk factor indicating that any acquired public shares will
be voted as contemplated by Question 166.01 of the Division's Tender Offers and
Schedules C&DI. Rather than simply referring to the C&DI, please include narrative
disclosure explaining that securities purchased by the sponsor or its affiliates would not be
voted in favor of approving the business combination, and reconcile conflicting statements
such as that affiliated purchasers "may influence a vote in favor of a proposed business
combination" and that the purpose of the purchases would be to "increase the likelihood of
obtaining shareholder approval."
PRC Approvals, page 88
3.We note your disclosure here and elsewhere that you do not believe you are required to
obtain any permissions or approvals from the CRSC, CAC or any other governmental
entity to issue securities or list on a U.S. exchange. Clarify whether any permissions or
approvals are required to search for a target company. Please also explain the basis for
your conclusion that no permissions or approvals are required. If your conclusion is based
on an opinion of counsel, please file the opinion as an exhibit to the registration statement.
Certain Relationships and Related Party Transactions, page 111
4.We note your response to comment 9 and we reissue it.  Please revise to clarify how Arc
Group Limited is a related party.  For example, clarify whether there Arc Group officers,
directors or shareholders who also are also officers, directors or shareholders of the
company or the sponsor.
Enforcement of Civil Liabilities in Hong Kong and China, page 121
5.Please identify the independent director who is a resident of the PRC, here and where
similar disclosure appears in the prospectus. See prior comment 10.
General
6.As requested in prior comment 12, please include disclosure addressing the impact that
PRC law or regulation may have on the cash flows associated with the business
combination, including shareholder redemption rights.

 FirstName LastNameJuan Fernandez Pascual
 Comapany NameAimei Health Technology Co., Ltd.
 August 7, 2023 Page 3
 FirstName LastName
Juan Fernandez Pascual
Aimei Health Technology Co., Ltd.
August 7, 2023
Page 3
            You may contact Mark Rakip at 202-551-3573 or Wilson Lee at 202-551-3468 if you
have questions regarding the financial statements and related matters.  Please contact Ronald
(Ron) E. Alper at 202-551-3329 or Pam Long at 202-551-3765 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Andrei Sirabionian

CORRESP
1
filename1.htm

    Loeb
    & Loeb LLP

    345
    Park Avenue

    New York, NY 10154

                                                                    Main

                          Fax

                                                                                                               212.407.4000

                                                                                                               212.407.4990

July
21, 2023

Via
EDGAR

Division
of Corporation Finance

Office
of Manufacturing

U.S.
SECURITIES AND EXCHANGE COMMISSION

100
F Street, N.E.

Washington,
DC 2054

Attn: Ronald (Ron) E.
Alper

  Pam
Long

 Re: Aimei Health Technology
Co., Ltd

    Registration Statement on Form S-1

    Filed May 26, 2023

    File
No. 333-272230

Dear
Mr. Alper and Ms. Long:

On
behalf of Aimei Health Technology Co., Ltd (the “Company”‘), we are hereby responding to the letter dated
June 21, 2023 (the “Comment Letter”) from the staff (the “Staff”) of the Securities
and Exchange Commission (the “Commission”), regarding the Company’s Registration Statement on Form S-1,
filed on May 26, 2023, File No. 333-272230 (the “Registration Statement”).

In
response to the Comment Letter and to update certain information in the Registration Statement, the Company is filing Amendment No. 1
to the Registration Statement (the “Amended Registration Statement”) with the Commission today. Capitalized
terms used herein but not defined herein have the meanings ascribed thereto in the Amended Registration Statement.

For
ease of reference, the text of the Staff’s comment is included in bold-face type below, followed by the Company’s response.

Registration
Statement on Form S-1 filed May 26, 2023

Cover Page

1. Provide
                                            prominent disclosure about the legal and operational risks associated with a majority of
                                            your directors and officers based in or having significant ties to China. Your disclosure
                                            should make clear whether these risks could result in a material change in your search for
                                            a target company and/or the value of the securities you are registering for sale. Your disclosure
                                            should address how recent statements and regulatory actions by China’s government,
                                            such as those related to the use of variable interest entities and data security or antimonopoly
                                            concerns, have or may impact the company’s ability to conduct its business, accept
                                            foreign investments, or list on a U.S. or other foreign exchange. Please disclose the location
                                            of your auditor’s headquarters and whether and how the Holding Foreign Companies Accountable
                                            Act, as amended by the Consolidated Appropriations Act, 2023, and related regulations will
                                            affect your company. Your prospectus summary should address, but not necessarily be limited
                                            to, the risks highlighted on the prospectus cover page.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has added disclosure addressing the Staff’s
comment on the cover page, in the “Summary” section on page 3, and in the “Risk Factors”, starting
on page 36 of the Amended Registration Statement.

Prospectus
Summary, page 1

2. In
                                            your summary of risk factors, disclose the risks that the majority of your directors and
                                            officers being based in or having significant ties to China poses to investors. In particular,
                                            describe the significant regulatory, liquidity, and enforcement risks with cross-references
                                            to the more detailed discussion of these risks in the prospectus. For example, specifically
                                            discuss risks arising from the legal system in China, including risks and uncertainties regarding
                                            the enforcement of laws and that rules and regulations in China can change quickly with little
                                            advance notice; and the risk that the Chinese government may intervene or influence your
                                            search for a target company or completion of your initial business combination at any time,
                                            which could result in a material change in your operations and/or the value of the securities
                                            you are registering for sale.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has added disclosure addressing the Staff’s
comment in the “Summary” section on page 3, and beginning on pages 22 and 36 of the Amended Registration Statement.

3. Disclose
                                            each permission or approval that you or your officers and directors are required to obtain
                                            from Chinese authorities to search for a target company. State whether your directors and
                                            officers are covered by permissions requirements from the China Securities Regulatory Commission
                                            (CSRC), Cyberspace Administration of China (CAC) or any other governmental agency, and state
                                            affirmatively whether you have received all requisite permissions or approvals and whether
                                            any permissions or approvals have been denied. Please also describe the consequences to you
                                            and your investors if your officers and directors (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 you are required to
                                            obtain such permissions or approvals in the future.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has added disclosure addressing the Staff’s
comment on the cover page, in the “Summary” section on page 3, and beginning on page 44 of the Amended Registration Statement.

Risk
Factors, page 18

4. Given
                                            the Chinese government’s significant oversight and discretion over the conduct of your
                                            directors’ and officers’ search for a target company, please revise to highlight
                                            separately the risk that the Chinese government may intervene or influence your operations
                                            at any time, which could result in a material change in your search and/or the value of the
                                            securities you are registering.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has added disclosure addressing the Staff’s
comment on the cover page, in the “Summary” section on page 3, and beginning on page 44 of the Amended Registration Statement.

5. In
                                            light of recent events indicating greater oversight by the Cyberspace Administration of China
                                            (CAC) over data security, please revise your disclosure to explain how this oversight impacts
                                            your officers and directors and to what extent you believe that you are compliant with the
                                            regulations or policies that have been issued by the CAC to date.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has added disclosure addressing the Staff’s
comment on the cover page, in the “Summary” section on page 5, and beginning on pages 50, 83 and 88 of the Amended Registration
Statement.

6. Please
                                            include a risk factor that describes the potential material effect on your shareholders of
                                            the stock buyback excise tax enacted as part of the Inflation Reduction Act in August 2022.
                                            If applicable, include in your disclosure that the excise tax could reduce the trust account
                                            funds available to pay redemptions or that are available to the combined company following
                                            a de-SPAC. Describe the risks of the excise tax applying to redemptions in connection with:

 ● liquidations
                                            that are not implemented to fall within the meaning of “complete liquidation”
                                            in Section 331 of the Internal Revenue Code,

 ● extensions,
                                            depending on the timing of the extension relative to when the SPAC completes a de-SPAC or
                                            liquidates, and

 ● de-SPACs,
                                            depending on the structure of the de-SPAC transaction.

Also
describe, if applicable, the risk that if existing SPAC investors elect to redeem their shares such that their redemptions would subject
the SPAC to the stock buyback excise tax, the remaining shareholders that did not elect to redeem may economically bear the impact of
the excise tax.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that because the Company is incorporated as a Cayman
Islands exempted company, there would be no effect on the Company’s shareholders of the stock buyback excise tax enacted as part
of the Inflation Reduction Act in August 2022.

If
we seek shareholder approval of our business combination., page 22

7. We
                                            note disclosure that your sponsor, directors, officers and their affiliates may purchase
                                            shares in the open market from public shareholders for the purpose of voting those shares
                                            in favor of a proposed business combination, thereby increasing the likelihood of the completion
                                            of the combination. Please explain how such purchases would comply with the requirements
                                            of Rule 14e-5 under the Exchange Act. Refer to Tender Offer Rules and Schedules Compliance
                                            and Disclosure Interpretation 166.01 for guidance.

Response:
The Company has revised the disclosure in the Amended Registration Statement to address the Staff’s comment. Please see pages 18
and 29.

Capitalization,
page 52

8. We
                                            note that you present the private warrants as equity in your capitalization table. Please
                                            provide us with your analysis under ASC 815-40 to support your accounting treatment for these
                                            warrants. As part of your analysis, please address whether there are any terms or provisions
                                            in the warrant agreement that provide for potential changes to the settlement amounts that
                                            are dependent upon the characteristics of the holder of the warrant, and if so, how you analyzed
                                            those provisions in accordance with the guidance in ASC 815-40. Your response should address,
                                            but not be limited to, your disclosure on page 86 that “If the private warrants are
                                            held by holders other than the initial shareholders or their permitted transferees, the private
                                            warrants will be redeemable by us for cash and exercisable by the holders on the same basis
                                            as the warrants included in the units being sold in this offering.”

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has removed the language from page 86
of the Registration Statement referenced in the above Comment #8 and it has filed the form of Warrant Agreement as an exhibit to
the Amended Registration Statement. The private placement warrants are identical to the warrants except that, so long as they
are held by our sponsor or its permitted transferees, they will not be redeemable by the Company and will not be transferable, assignable
or salable until 30 days after the completion of our initial business combination. Below is the Company’s analysis under ASC 815-40
to support the accounting treatment for these warrants:

Step
1: Is the warrant a freestanding instrument? Yes

Public
Warrant - The Public Warrants will be issued with public units. Each unit consists of one ordinary share, one right and one warrant.
Each warrant entitles the holder thereof to purchase three-fourths (3/4) of one ordinary share. Each right entitles the holder thereof
to receive one-tenth (1/10) of one ordinary share upon the consummation of an initial business combination. The Public Warrants will
be publicly traded under a separate ticker “AFJKW” from Company’s ordinary shares and therefore, are considered legally
detachable and separable. Therefore, the Public Warrant is a freestanding instrument.

Private
Placement Warrant - The Private Placement Warrants will be issued with the Private Placement Units in connection with the Initial
Public Offering. The Warrants as noted in section 2.6 of the Warrant agreement are issued in the same form as the Public Warrants. Although
the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination,
subject to certain limited exceptions, it will not affect the transferability nature of the Private Placement Warrant. Therefore, the
Private Placement Warrant is a freestanding instrument.

Step
2: Is the warrant within the scope of ASC 480? No

 ● The
                                            warrants are not mandatorily redeemable (per section 6 of the Warrant Agreement).

 ● The
                                            warrants represent an obligation to issue ordinary share of the Company. They do not represent
                                            an obligation of the Company to purchase its own equity shares; and

 ● The
                                            warrants obligate the Company to issue a fixed number of ordinary shares at the exercise
                                            price. Per section 4 of the Warrant Agreement, the adjustment provisions for Split-Ups; Aggregation
                                            of Shares; Extraordinary Dividends, and the related Adjustments in Exercise Price may potentially
                                            result in a variable number of shares to be issued but as these adjustments are intended
                                            to maintain the economic value of the warrants after such significant events, the provisions
                                            do not result in the war

United States securities and exchange commission logo
June 21, 2023
Juan Fernandez Pascual
Chief Executive Officer, Secretary and Director
Aimei Health Technology Co., Ltd.
10 East 53rd Street, Suite 3001
New York, NY 10022
Re:Aimei Health Technology Co., Ltd.
Registration Statement on Form S-1
Filed May 26, 2023
File No. 333-272230
Dear Juan Fernandez Pascual:
            We have reviewed your 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed May 26, 2023
Cover Page
1.Provide prominent disclosure about the legal and operational risks associated with a
majority of your directors and officers based in or having significant ties to China.  Your
disclosure should make clear whether these risks could result in a material change in your
search for a target company and/or the value of the securities you are registering for sale.
Your disclosure should address how recent statements and regulatory actions by China’s
government, such as those related to the use of variable interest entities and data security
or antimonopoly concerns, have or may impact the company’s ability to conduct its
business, accept foreign investments, or list on a U.S. or other foreign exchange.  Please
disclose the location of your auditor’s headquarters and whether and how the Holding
Foreign Companies Accountable Act, as amended by the Consolidated Appropriations

 FirstName LastNameJuan Fernandez Pascual
 Comapany NameAimei Health Technology Co., Ltd.
 June 21, 2023 Page 2
 FirstName LastNameJuan Fernandez Pascual
Aimei Health Technology Co., Ltd.
June 21, 2023
Page 2
Act, 2023, and related regulations will affect your company.  Your prospectus summary
should address, but not necessarily be limited to, the risks highlighted on the prospectus
cover page.

Prospectus Summary, page 1
2.In your summary of risk factors, disclose the risks that the majority of your directors and
officers being based in or having significant ties to China poses to investors.  In particular,
describe the significant regulatory, liquidity, and enforcement risks with cross-references
to the more detailed discussion of these risks in the prospectus.  For example, specifically
discuss risks arising from the legal system in China, including risks and uncertainties
regarding the enforcement of laws and that rules and regulations in China can change
quickly with little advance notice; and the risk that the Chinese government may intervene
or influence your search for a target company or completion of your initial business
combination at any time, which could result in a material change in your operations and/or
the value of the securities you are registering for sale.
3.Disclose each permission or approval that you or your officers and directors are required
to obtain from Chinese authorities to search for a target company.  State whether your
directors and officers are covered by permissions requirements from the China Securities
Regulatory Commission (CSRC), Cyberspace Administration of China (CAC) or any
other governmental agency, and state affirmatively whether you have received all
requisite permissions or approvals and whether any permissions or approvals have been
denied.  Please also describe the consequences to you and your investors if your officers
and directors (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 you are required to obtain such
permissions or approvals in the future.
Risk Factors, page 18
4.Given the Chinese government’s significant oversight and discretion over the conduct of
your directors’ and officers’ search for a target company, please revise to highlight
separately the risk that the Chinese government may intervene or influence your
operations at any time, which could result in a material change in your search and/or the
value of the securities you are registering.
5.In light of recent events indicating greater oversight by the Cyberspace Administration of
China (CAC) over data security, please revise your disclosure to explain how this
oversight impacts your officers and directors and to what extent you believe that you are
compliant with the regulations or policies that have been issued by the CAC to date.
6.Please include a risk factor that describes the potential material effect on your
shareholders of the stock buyback excise tax enacted as part of the Inflation Reduction
Act in August 2022.  If applicable, include in your disclosure that the excise tax could

 FirstName LastNameJuan Fernandez Pascual
 Comapany NameAimei Health Technology Co., Ltd.
 June 21, 2023 Page 3
 FirstName LastNameJuan Fernandez Pascual
Aimei Health Technology Co., Ltd.
June 21, 2023
Page 3
reduce the trust account funds available to pay redemptions or that are available to the
combined company following a de-SPAC.  Describe the risks of the excise tax applying to
redemptions in connection with:
•liquidations that are not implemented to fall within the meaning of “complete
liquidation” in Section 331 of the Internal Revenue Code,
•extensions, depending on the timing of the extension relative to when the SPAC
completes a de-SPAC or liquidates, and
•de-SPACs, depending on the structure of the de-SPAC transaction.

Also describe, if applicable, the risk that if existing SPAC investors elect to redeem their
shares such that their redemptions would subject the SPAC to the stock buyback excise
tax, the remaining shareholders that did not elect to redeem may economically bear the
impact of the excise tax.
If we seek shareholder approval of our business combination., page 22
7.We note disclosure that your sponsor, directors, officers and their affiliates may purchase
shares in the open market from public shareholders for the purpose of voting those shares
in favor of a proposed business combination, thereby increasing the likelihood of the
completion of the combination.  Please explain how such purchases would comply with
the requirements of Rule 14e-5 under the Exchange Act.  Refer to Tender Offer Rules and
Schedules Compliance and Disclosure Interpretation 166.01 for guidance.
Capitalization, page 52
8.We note that you present the private warrants as equity in your capitalization table.  Please
provide us with your analysis under ASC 815-40 to support your accounting treatment for
these warrants.  As part of your analysis, please address whether there are any terms or
provisions in the warrant agreement that provide for potential changes to the settlement
amounts that are dependent upon the characteristics of the holder of the warrant, and if so,
how you analyzed those provisions in accordance with the guidance in ASC 815-40.  Your
response should address, but not be limited to, your disclosure on page 86 that "If the
private warrants are held by holders other than the initial shareholders or their permitted
transferees, the private warrants will be redeemable by us for cash and exercisable by the
holders on the same basis as the warrants included in the units being sold in this offering."
Certain Relationships and Related Party Transactions, page 81
9.Please revise to explain how Arc Group Limited is a related party.
Enforcement of civil liabilities, page 90
10.Please expand your enforcement of civil liability section to include disclosure related to
civil liabilities due to certain directors and officers having significant ties to China or
Hong Kong.  For example, revise to discuss more specifically the limitations on investors
being able to effect service of process and enforce civil liabilities in China, lack of

 FirstName LastNameJuan Fernandez Pascual
 Comapany NameAimei Health Technology Co., Ltd.
 June 21, 2023 Page 4
 FirstName LastNameJuan Fernandez Pascual
Aimei Health Technology Co., Ltd.
June 21, 2023
Page 4
reciprocity and treaties, and cost and time constraints.  Also, please disclose these risks in
the business section, which should contain disclosures consistent with the separate
section.  Additionally, please identify each officer and director located in China or Hong
Kong and disclose that it will be more difficult to enforce liabilities and enforce
judgments on those individuals.
General
11.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person.  If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination.  For instance, discuss the risk to investors that you may not be able to
complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited.  Disclose that
as a result, the pool of potential targets with which you could complete an initial business
combination may be limited.  Further, disclose that the time necessary for government
review of the transaction or a decision to prohibit the transaction could prevent you from
completing an initial business combination and require you to liquidate.  Disclose the
consequences of liquidation to investors, such as the losses of the investment opportunity
in a target company, any price appreciation in the combined company, and the warrants,
which would expire worthless.
12.Please address specifically any PRC regulations concerning mergers and acquisitions by
foreign investors that your initial business combination transaction may be subject to,
including PRC regulatory reviews, which may impact your ability to complete a business
combination in the prescribed time period.  Also address any impact PRC law or
regulation may have on the cash flows associated with the business combination,
including shareholder redemption rights.
13.Please revise to disclose in the introduction to your Business section that having a
majority of your executive officers and/or directors have significant ties to China may
make you a less attractive partner to a non China-based target company, which may
therefore limit the pool of acquisition candidates.
            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.

 FirstName LastNameJuan Fernandez Pascual
 Comapany NameAimei Health Technology Co., Ltd.
 June 21, 2023 Page 5
 FirstName LastName
Juan Fernandez Pascual
Aimei Health Technology Co., Ltd.
June 21, 2023
Page 5
            You may contact Mark Rakip at 202-551-3573 or Wilson Lee at 202-551-3468 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Ronald (Ron) E. Alper at 202-551-3329 or Pam Long at 202-551-3765 with any other
questions.

Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Andrei Sirabionian