SecProbe.io

CORRESP
 1
 filename1.htm

 Aquaron Acquisition Corp.

 April
1 1, 2025

 Via Edgar

 Division of Corporation Finance

 Office of Real Estate & Construction

 U.S. Securities and Exchange Commission

 Attention:
 Isabel Rivera

 Benjamin Holt

 Re:
 Aquaron Acquisition Corp.

 Revised Preliminary Proxy Statement on Schedule 14A

 Filed April 10, 2025

 File No. 001-41470

 Ladies and Gentlemen:

 This
letter is in response to the letter dated April 11, 2025, from the staff (the "Staff") of the U.S. Securities and Exchange
Commission (the "Commission") addressed to Aquaron Acquisition Corp. (the "Company," "we," or "our").
For ease of reference, we have recited the Commission's comments in this response and numbered them accordingly.

 Revised
Preliminary Proxy Statement on Schedule 14A filed April 10, 2025

 Risk Factors

 Our securities
were suspended from trading and delisted from Nasdaq on March 7, 2025 …,

 page
2

 1.

 We
 acknowledge your revised disclosure in response to prior comment 1. Please further revise to address the closing condition
 regarding your listing on Nasdaq and whether you expect to seek a waiver or amendment of the closing condition. More specifically, we
 note that Section 8.3(i) of the merger agreement states: "SPAC shall remain listed on Nasdaq and … [a]s of the Closing Date,
 SPAC shall not have received any written notice from Nasdaq that it has failed, or would reasonably be expected to fail to meet the Nasdaq
 listing requirements as of the Closing Date for any reason, where such notice has not been subsequently withdrawn by Nasdaq or the underlying
 failure appropriately remedied or satisfied." However, we also note that you received a determination letter from Nasdaq and your
 securities were delisted from Nasdaq, and you state that you do not believe it is possible for Aquaron to be able to regain compliance
 with the continued listing requirements of Nasdaq or otherwise get listed on Nasdaq again prior to the Closing.

 Response :
In response to the Staff's comment, the Company has revised the disclosure on page 3 of the Amended Preliminary Proxy Statement.

 We appreciate the assistance the Staff has provided
with its comments. If you have any questions, please do not hesitate to call our counsel, Sally Yin, Esq., of Hunter Taubman Fischer &
Li LLC, at 929-226-4130.

 Very truly yours,

 /s/ Yi Zhou

 Name:
 Yi Zhou

 Title:
 Chief Executive Officer

 Cc: Sally Yin, Esq.

 Hunter Taubman Fischer & Li LLC

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 11, 2025

Yi Zhou
Chief Executive Officer
Aquaron Acquisition Corp.
515 Madison Avenue, 8th Floor
New York, NY 10022

 Re: Aquaron Acquisition Corp.
 Revised Preliminary Proxy Statement on Schedule 14A
 Filed April 10, 2025
 File No. 001-41470
Dear Yi Zhou:

 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 and any amendment you may file in
response to this
letter, we may have additional comments.

Revised Preliminary Proxy Statement on Schedule 14A filed April 10, 2025
Risk Factors
Our securities were suspended from trading and delisted from Nasdaq on March 7,
2025 . . .,
page 2

1. We acknowledge your revised disclosure in response to prior comment 1.
Please
 further revise to address the closing condition regarding your listing
on Nasdaq and
 whether you expect to seek a waiver or amendment of the closing
condition. More
 specifically, we note that Section 8.3(i) of the merger agreement
states: "SPAC shall
 remain listed on Nasdaq and . . . [a]s of the Closing Date, SPAC shall
not have
 received any written notice from Nasdaq that it has failed, or would
reasonably be
 expected to fail to meet the Nasdaq listing requirements as of the
Closing Date for any
 reason, where such notice has not been subsequently withdrawn by Nasdaq
or the
 underlying failure appropriately remedied or satisfied." However, we
also note that
 you received a determination letter from Nasdaq and your securities were
delisted
 April 11, 2025
Page 2

 from Nasdaq, and you state that you do not believe it is possible for
Aquaron to be
 able to regain compliance with the continued listing requirements of
Nasdaq or
 otherwise get listed on Nasdaq again prior to the Closing.
 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 Isabel Rivera at 202-551-3518 or Benjamin Holt at
202-551-6614 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Sally Yin
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 11, 2025

Yi Zhou
Chief Executive Officer
Aquaron Acquisition Corp.
515 Madison Avenue, 8th Floor
New York, NY 10022

 Re: Aquaron Acquisition Corp.
 Preliminary Proxy Statement on Schedule 14A
 Filed April 4, 2025
 File No. 001-41470
Dear Yi Zhou:

 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
cc: Sally Yin
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Aquaron Acquisition Corp.

 April 10, 2025

 Via Edgar

 Division of Corporation Finance

 Office of Real Estate & Construction

 U.S. Securities and Exchange Commission

 Attention:
 Isabel Rivera

 Benjamin Holt

 Re:
 Aquaron Acquisition Corp.

 Preliminary Proxy Statement on Schedule 14A

 Filed April 4, 2025

 File No. 001-41470

 Ladies and Gentlemen:

 This letter is in response to the letter dated
April 9, 2025, from the staff (the "Staff") of the U.S. Securities and Exchange Commission (the "Commission")
addressed to Aquaron Acquisition Corp. (the "Company," "we," or "our"). For ease of reference, we
have recited the Commission's comments in this response and numbered them accordingly.

 Preliminary Proxy Statement on Schedule 14A filed April 4, 2025

 General

 1.

 We
 note your disclosure that your common stock is quoted on the over-the-counter trading market. We also note your Form 8-K filed March 10,
 2025, in which you disclosed the determination letter received from Nasdaq on March 6, 2025 stating that Nasdaq will suspend trading in
 the company's common stock effective at the opening of trading on March 7, 2025. Please update your disclosure throughout the proxy
 statement to clearly disclose, if true, that your securities were delisted on March 7, 2025 and are now quoted on the over-the-counter
 trading market. Also revise to address the consequences arising from the delisting to you and your shareholders, including the impacts
 on your liquidity and the market for your securities, your attractiveness as a merger partner, your ability to complete your business
 combination, and your securities no longer being "covered securities." In this regard, we note, for example, that your merger
 agreement dated July 12, 2024 with HUTURE Ltd. and other parties contains a representation and a closing condition regarding your
 listing on Nasdaq.

 Response :
 In response to the Staff's comment, the Company has included a new risk factor on page 2 of the Amended Preliminary Proxy Statement.

 We appreciate the assistance the Staff has provided
with its comments. If you have any questions, please do not hesitate to call our counsel, Sally Yin, Esq., of Hunter Taubman Fischer &
Li LLC, at 929-226-4130.

 Very truly yours,

 /s/ Yi Zhou

 Name:
 Yi Zhou

 Title:
 Chief Executive Officer

 Cc: Sally Yin, Esq.

 Hunter Taubman Fischer & Li LLC

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 9, 2025

Yi Zhou
Chief Executive Officer
Aquaron Acquisition Corp.
515 Madison Avenue, 8th Floor
New York, NY 10022

 Re: Aquaron Acquisition Corp.
 Preliminary Proxy Statement on Schedule 14A
 Filed April 4, 2025
 File No. 001-41470
Dear Yi Zhou:

 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.

Preliminary Proxy Statement on Schedule 14A filed April 4, 2025
General

1. We note your disclosure that your common stock is quoted on the
over-the-counter
 trading market. We also note your Form 8-K filed March 10, 2025, in
which you
 disclosed the determination letter received from Nasdaq on March 6, 2025
stating that
 Nasdaq will suspend trading in the company s common stock effective at
the opening
 of trading on March 7, 2025. Please update your disclosure throughout
the proxy
 statement to clearly disclose, if true, that your securities were
delisted on March 7,
 2025 and are now quoted on the over-the-counter trading market. Also
revise to
 address the consequences arising from the delisting to you and your
shareholders,
 including the impacts on your liquidity and the market for your
securities, your
 attractiveness as a merger partner, your ability to complete your
business
 combination, and your securities no longer being "covered securities."
In this regard,
 we note, for example, that your merger agreement dated July 12, 2024
with HUTURE
 Ltd. and other parties contains a representation and a closing condition
regarding your
 listing on Nasdaq.
 April 9, 2025
Page 2

 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 Isabel Rivera at 202-551-3518 or Benjamin Holt at
202-551-6614 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real Estate
& Construction
cc: Sally Yin
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
January 9, 2024
Yi Zhou
Chief Executive Officer and Director
Aquaron Acquisition Corp.
515 Madison Avenue, 8th Floor
New York, NY 10022
Re:Aquaron Acquisition Corp.
Form 10-K for the year ended December 31, 2022
File No. 001-41470
Dear Yi Zhou:
            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

CORRESP
1
filename1.htm

    Wilson Sonsini

    Goodrich & Rosati

    Professional Corporation

    1301 Avenue of the Americas

    New York, NY 10019

    o: 212.999.5800

    f: 212.999.5801

January 5, 2024

Via EDGAR and Overnight Delivery

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:

    Howard Efron

    Jennifer Monick

    Re:
    Aquaron Acquisition Corp.

    Form 10-K for the year ended December 31, 2022

    File No. 001-41470

Ladies and Gentlemen:

On behalf of our client, Aquaron
Acquisition Corp. (the “Company”), we submit this letter in response to comments from the staff (the “Staff”)
of the Securities and Exchange Commission contained in its letter dated December 20, 2023, relating to the above-referenced Form 10-K
for the year ended December 31, 2022. We are concurrently submitting via EDGAR this letter.

In this letter, we have recited
the comments from the Staff in italicized, bold type and have followed each comment with the Company’s response.

Form 10-K for the year ended December 31,
2022

General

    1.
    Reference is made to disclosures within your definitive proxy statement filed on June 9, 2023, where you acknowledge foreign ties and discuss the impact on your ability to complete your initial business combination. Please revise future periodic filings to include the same disclosure.

In
response to the Staff’s comment, the Company has acknowledged the request and will revise future periodic filings to include the
same disclosure.

Please direct any questions
regarding the Company’s responses to me at (212) 497-7747.

    Sincerely,

    WILSON SONSINI GOODRICH & ROSATI

    Professional Corporation

    /s/ Sally Yin

    Sally Yin

    cc:
    Yi Zhou, Aquaron Acquisition Corp.

United States securities and exchange commission logo
December 20, 2023
Yi Zhou
Chief Executive Officer and Director
Aquaron Acquisition Corp.
515 Madison Avenue, 8th Floor
New York, NY 10022
Re:Aquaron Acquisition Corp.
Form 10-K for the year ended December 31, 2022
File No. 001-41470
Dear Yi Zhou:
            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 year ended December 31, 2022
General
1.Reference is made to disclosures within your definitive proxy statement filed on June 9,
2023, where you acknowledge foreign ties and discuss the impact on your ability to
complete your initial business combination. Please revise future periodic filings to include
the same disclosure.
            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.

 FirstName LastNameYi  Zhou
 Comapany NameAquaron Acquisition Corp.
 December 20, 2023 Page 2
 FirstName LastName
Yi  Zhou
Aquaron Acquisition Corp.
December 20, 2023
Page 2
            Please contact Howard Efron at 202-551-3439 or Jennifer Monick at 202-551-3295 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

CORRESP
1
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Aquaron Acquisition Corp.

515 Madison Avenue, 8th Floor

New York, NY 10022

June 7, 2023

Via Edgar

Jeffrey Gabor

Division of Corporation Finance

Office of Real Estate & Construction

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Re:
    Aquaron Acquisition Corp.

    Preliminary Proxy Statement on Schedule 14A

Filed May 30, 2023

    File No. 001-41470

Dear Mr. Gabor:

This letter is in response to the letter dated
June 5, 2023, from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) addressed
to Aquaron Acquisition Corp. (the “Company,” “we,” and “our”). For ease of reference, we have recited
the Commission’s comments in this response and numbered them accordingly. The amendment to the Preliminary Proxy Statement on Schedule
14A (the “Preliminary Schedule 14A”) is being filed to accompany this letter.

Preliminary Proxy Statement on Schedule 14A
filed May 30, 2023

General

1. With a view toward disclosure, please tell
us whether either of your sponsors 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.

Response: In response to the
Staff’s comments, we added the required disclosures under “Background — U.S. Foreign Investment
Regulations” on page 18 of the Preliminary Schedule 14A accordingly.

We appreciate the assistance the Staff has provided
with its comments. If you have any questions, please do not hesitate to call our counsel, Sally Yin, Esq., of Wilson Sonsini Goodrich
& Rosati, at (212) 497-7747.

Very truly yours,

    By:
    /s/ Yi Zhou

    Yi Zhou

    Chief Executive Officer

Sally Yin, Esq.

Wilson Sonsini Goodrich & Rosati

United States securities and exchange commission logo
June 7, 2023
Yi Zhou
Chief Executive Officer
Aquaron Acquisition Corp.
515 Madison Avenue, 8th Floor
New York, NY 10022
Re:Aquaron Acquisition Corp.
Preliminary Proxy Statement filed on Schedule 14A
Filed May 30, 2023
File No. 001-41470
Dear Yi Zhou:
            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
cc:       Sally Yin, Esq.

United States securities and exchange commission logo
June 5, 2023
Yi Zhou
Chief Executive Officer
Aquaron Acquisition Corp.
515 Madison Avenue, 8th Floor
New York, NY 10022
Re:Aquaron Acquisition Corp.
Preliminary Proxy Statement filed on Schedule 14A
Filed May 30, 2023
File No. 001-41470
Dear Yi Zhou:
            We have reviewed your filing and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
            Please respond to this comment 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 our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Preliminary Proxy Statement filed on Schedule 14A filed May 30, 2023
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, has
any members who are, or has substantial ties with, a non-U.S. person. Also revise your
filing to 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
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

 FirstName LastNameYi Zhou
 Comapany NameAquaron Acquisition Corp.
 June 5, 2023 Page 2
 FirstName LastName
Yi Zhou
Aquaron Acquisition Corp.
June 5, 2023
Page 2
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.
            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 Joseph Ambrogi at 202-551-4821 or Jeffrey Gabor at 202-551-2544 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Sally Yin, Esq.

CORRESP
1
filename1.htm

Chardan
Capital Markets, LLC

17
State Street, 21st Floor

New
York, NY 10004

September
29, 2022

VIA
EDGAR

Division
of Corporation Finance

Office
of Finance

U.S. Securities & Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

Attention:
Todd Schiffman

    RE:
    Aquaron
    Acquisition Corp. (the “Company”)

    Registration
    Statement on Form S-1

    (File
    No. 333-265217) (the “Registration Statement”)

Dear
Mr. Schiffman:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned
hereby joins in the request of Aquaron Acquisition Corp. that the effective date of the above-referenced Registration Statement be accelerated
so as to permit it to become effective at 5:30 pm Eastern time on Monday, October 3, 2022, or as soon as thereafter possible.

Pursuant
to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises that as of the date hereof, 418 copies of the
Preliminary Prospectus dated September 16, 2022 have been distributed to prospective dealers, institutional investors, retail investors
and others.

The
undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities and Exchange
Act of 1934, as amended.

[Signature
page follows]

Division
of Corporation Finance

Office
of Finance

U.S. Securities & Exchange Commission

Page
2

    CHARDAN CAPITAL MARKETS, LLC

    By:
    /s/ Shai Gerson

    Name:
    Shai Gerson

    Title:
    Partner, Head of Capital Markets

[signature
page to acceleration request]

CORRESP
1
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Aquaron Acquisition
Corp.

515 Madison Ave. 8th Floor

New York, NY 10022

September 29, 2022

VIA
EDGAR & TELECOPY

Todd Schiffman

Division
of Corporation Finance

Office
of Finance

U.S. Securities & Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

    RE:
    Aquaron
    Acquisition Corp. (the “Company”)

    Registration
    Statement on Form S-1

    (File
    No. 333-265217) (the “Registration Statement”)

Dear
Mr. Schiffman:

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 5:30 p.m. Eastern time on October 3, 2022,
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]

SIGNATURES

Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, hereunto duly authorized.

    Very
    truly yours,

    AQUARON
    ACQUISITION CORP.

    By:
    /s/
    Yi Zhou

    Name:
    Yi Zhou

    Title:   Chief Executive Officer

CORRESP
1
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Aquaron Acquisition Corp.

515 Madison Ave. 8th Floor

New York, NY 10022

August 30, 2022

VIA EDGAR

Todd Schiffman

Division of Corporation Finance

Office of Finance

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Re:
    Aquaron Acquisition Corp

    Withdrawal of Acceleration Request

    Registration Statement on Form S-1 (File No. 333-265217)

Dear Mr. Schiffman:

Reference is made to our letter, filed as correspondence via EDGAR
on August 26, 2022, in which we requested the acceleration of the effective date of the above-referenced Registration Statement for August
30, 2022, at 5:30 p.m. Eastern Time, in accordance with Rule 461 under the Securities Act of 1933, as amended. We are no longer requesting
that such Registration Statement be declared effective at this time and we hereby formally withdraw our request for acceleration of the
effective date.

Please do not hesitate to contact Sally Yin at (212) 497-7747 if
you have any questions regarding the foregoing or if we can provide any additional information.

    Sincerely yours,

    Aquaron Acquisition Corp.

    By:

    /s/ Yi Zhou

    Yi Zhou

    Chief Executive Officer

    cc:
    Sally Yin

Wilson Sonsini Goodrich & Rosati

CORRESP
1
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Chardan Capital Markets, LLC

17 State Street, 21st Floor

New York, NY 10004

August 30, 2022

VIA EDGAR

Todd Schiffman

Division of Corporation Finance

Office of Finance

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Re: Aquaron Acquisition Corp (the
“Company”)

Withdrawal of Acceleration Request

Registration Statement on Form S-1 (File No.
333-265217)

Dear Mr. Schiffman:

Reference is made to our letter, filed as correspondence via EDGAR
on August 26, 2022, in which we requested the acceleration of the effective date of the above-referenced Registration Statement for August
30, 2022, at 5:30 p.m. Eastern Time, in accordance with Rule 461 under the Securities Act of 1933, as amended. We are no longer requesting
that such Registration Statement be declared effective at this time and we hereby formally withdraw our request for acceleration of the
effective date.

Please do not hesitate to contact Edward Bromley at (609) 987-0050
if you have any questions regarding the foregoing or if we can provide any additional information.

[signature page follows]

    Sincerely yours,

    CHARDAN CAPITAL MARKETS, LLC

    By:

    /s/ George Kaufman

    Name: George Kaufman

    Title:   Partner, Head of Investment Banking

    cc:
    Edward Bromley

Reed Smith LP

[signature page to withdrawal of acceleration request]

CORRESP
1
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Chardan Capital Markets, LLC

17 State Street, 21st Floor

New York, NY 10004

August 26, 2022

VIA EDGAR

Division of Corporation Finance

Office of Finance

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention: Todd Schiffman

    RE:
    Aquaron Acquisition Corp. (the “Company”)

    Registration Statement on Form S-1

    (File No. 333-265217) (the “Registration Statement”)

Dear Mr. Schiffman:

Pursuant to Rule 461 of the General Rules and Regulations
under the Securities Act of 1933, as amended (the “Act”), the undersigned hereby joins in the request of Aquaron Acquisition
Corp. that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at
5:30 pm Eastern time on Tuesday, August 30, 2022, or as soon as thereafter possible.

Pursuant to Rule 460 of the General Rules and Regulations
under the Act, the undersigned advises that as of the date hereof, 465 copies of the Preliminary Prospectus dated August 19, 2022 have
been distributed to prospective dealers, institutional investors, retail investors and others.

The undersigned advises that it has complied and will
continue to comply with the requirements of Rule 15c2-8 under the Securities and Exchange Act of 1934, as amended.

[signature page follows]

    CHARDAN CAPITAL MARKETS, LLC

    By:
    /s/ George Kaufman

    Name:
    George Kaufman

    Title:
    Partner, Head of Investment Banking

    [signature page to acceleration request]

CORRESP
1
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Aquaron Acquisition Corp.

515 Madison Ave. 8th Floor

New York, NY 10022

August 26, 2022

VIA EDGAR
& TELECOPY

Todd Schiffman

Division of Corporation
Finance

Office of Finance

U.S. Securities & Exchange Commission

100 F Street,
NE

Washington, D.C.
20549

    RE:
    Aquaron
    Acquisition Corp. (the “Company”)

    Registration Statement
    on Form S-1

    (File No. 333-265217)
    (the “Registration Statement”)

Dear
Mr. Schiffman:

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 5:30 p.m. on August 30, 2022, 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]

SIGNATURES

Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

    Very truly yours,

    AQUARON ACQUISITION CORP.

    By:
    /s/ Yi Zhou

    Name:
    Yi Zhou

    Title:
    Chief Executive Officer

CORRESP
1
filename1.htm

Chardan Capital Markets, LLC

17 State Street, 21st Floor

New York, NY 10004

August 8, 2022

VIA EDGAR

Division of Corporation Finance

Office of Finance

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention: Todd Schiffman

    RE:
    Aquaron Acquisition Corp. (the “Company”)

    Registration Statement on Form S-1

    (File No. 333-265217) (the “Registration Statement”)

Dear Mr. Schiffman:

Pursuant to Rule 461 of the General Rules and Regulations
under the Securities Act of 1933, as amended (the “Act”), the undersigned hereby joins in the request of Aquaron Acquisition
Corp. that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at
5:30 p.m. Eastern time on Tuesday, August 9, 2022, or as soon as thereafter possible.

Pursuant to Rule 460 of the General Rules and Regulations
under the Act, the undersigned advises that as of the date hereof, 375 copies of the Preliminary Prospectus dated July 29, 2022 have
been distributed to prospective dealers, institutional investors, retail investors and others.

The undersigned advises that it has complied and will
continue to comply with the requirements of Rule 15c2-8 under the Securities and Exchange Act of 1934, as amended.

[signature page follows]

    CHARDAN CAPITAL MARKETS, LLC

    By:
    /s/ George Kaufman

    Name:
    George Kaufman

    Title:
    Partner, Head of Investment Banking

[signature page to acceleration request]

    -2-

CORRESP
1
filename1.htm

Aquaron
Acquisition Corp.

515 Madison Ave. 8th Floor

New
York, NY 10022

August
8, 2022

VIA
EDGAR & TELECOPY

Todd Schiffman

Division
of Corporation Finance

Office
of Finance

U.S. Securities & Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

    RE:
    Aquaron
    Acquisition Corp. (the “Company”)

Registration
Statement on Form S-1

(File
No. 333-265217) (the “Registration Statement”)

Dear
Mr. Schiffman:

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 5:30 p.m. Eastern time on August 9, 2022, 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]

SIGNATURES

Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, hereunto duly authorized.

    Very truly
    yours,

    AQUARON
    ACQUISITION CORP.

    By:
    /s/
    Yi Zhou

    Name:
    Yi
Zhou

    Title:
    Chief Executive Officer

CORRESP
1
filename1.htm

    Wilson Sonsini

 Goodrich & Rosati

    Professional

 Corporation

    1301 Avenue of the

 Americas

    New York, NY 10019

o:
212.999.5800

f: 212.999.5801

July 13, 2022

Via EDGAR and Overnight Delivery

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:

    Brigitte Lippmann

    Austin Wood

    Isaac Esquivel

    Eric McPhee

    Re:

    Aquaron Acquisition Corp.

    Amendment No.1 to Form S-1

    Filed July 5, 2022

    File No. 333-265217

Ladies and Gentlemen:

On behalf of our client, Aquaron
Acquisition Corp. (the “Company”), we submit this letter in response to comments from the staff (the “Staff”)
of the Securities and Exchange Commission contained in its letter dated July 8, 2022, relating to the above-referenced Amendment to Registration
Statement on Form S-1 (the “Registration Statement”). We are concurrently submitting via EDGAR this letter and a revised
draft of the Registration Statement (“Amended S-1”).

In this letter, we have recited
the comments from the Staff in italicized, bold type and have followed each comment with the Company’s response. Except for page
references appearing in the headings and Staff comments below (which are references to the original Registration Statement submitted on
July 5, 2022), all page references herein correspond to the page of Amended S-1.

Amendment No. 1 to Form S-1

General

    1.
    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.

In
response to the Staff’s comment, the Company has revised the corresponding disclosure on the cover page and added a risk factor
“We may not be able to complete an initial business combination with a U.S. target company since such initial business combination
may be subject to U.S. foreign investment regulations and review by a U.S. government entity such as the Committee on Foreign Investment
in the United States (CFIUS), or ultimately prohibited” on page 58 of the Amended S-1.

We may issue notes or other debt securities, or otherwise incur
substantial debt, to complete a business combination..., page 35

    2.
    Please revise this risk factor or include a new risk factor which discusses the possibility that issuing notes, debt securities or incurring debt could be at high rates considering the current interest rate environment. Discuss the potential impacts of a rising rate environment and a possible recessionary environment on the registrant and potential targets in the new energy sector.

In response to the Staff’s
comment, the Company has revised the corresponding disclosure on page 35 of the Amended S-1.

Please direct any questions
regarding the Company’s responses or the Amended S-1 to me at (212) 497-7747.

    Sincerely,

    WILSON SONSINI GOODRICH & ROSATI

    Professional Corporation

    /s/ Sally Yin

    Sally Yin

    cc:
    Yi Zhou, Aquaron Acquisition Corp.

    Chris F. Fennell, Wilson Sonsini Goodrich & Rosati, P.C.

United States securities and exchange commission logo
July 8, 2022
Yi Zhou
Chief Executive Officer, Chairwoman and President
Aquaron Acquisition Corp.
515 Madison Ave. 8th Floor
New York, NY 10022
Re:Aquaron Acquisition Corp.
Amendment No. 1 to Form S-1
Filed July 5, 2022
File No. 333-265217
Dear Ms. Zhou:
            We have reviewed your amended 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 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.
Amendment No. 1 to Form S-1
General
1.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

 FirstName LastNameYi Zhou
 Comapany NameAquaron Acquisition Corp.
 July 8, 2022 Page 2
 FirstName LastName
Yi Zhou
Aquaron Acquisition Corp.
July 8, 2022
Page 2
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.
We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a
business combination..., page 35
2.Please revise this risk factor or include a new risk factor which discusses the possibility
that issuing notes, debt securities or incurring debt could be at high rates considering the
current interest rate environment. Discuss the potential impacts of a rising rate
environment and a possible recessionary environment on the registrant and potential
targets in the new energy sector.
            You may contact John Spitz at 202-551-3484 or Amit Pande at 202-551-3423 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Todd Schiffman at 202-551-3491 or Sandra Hunter Berkheimer at 202-551-3758 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
filename1.htm

    Wilson Sonsini

Goodrich &

Rosati

    Professional

Corporation

    1301 Avenue of

 the Americas

    New York, NY

 10019

    o: 212.999.5800

    f: 212.999.5801

July 1, 2022

Via EDGAR and Overnight Delivery

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Todd Schiffman

    Sandra Hunter Berkheimer

    John Spitz

    Amit Pande

    Re:
    Aquaron Acquisition Corp.

    Amendment to Draft Registration Statement on Form S-1

    Submitted March 16, 2022

    CIK No. 0001861063

Ladies and Gentlemen:

On behalf of our client, Aquaron
Acquisition Corp. (the “Company”), we submit this letter in response to comments from the staff (the “Staff”)
of the Securities and Exchange Commission contained in its letter dated March 25, 2022, relating to the above-referenced Amendment to
Draft Registration Statement on Form S-1 (the “Registration Statement”). We are concurrently submitting via EDGAR this
letter and a revised draft of the Registration Statement (“Amended S-1”).

In this letter, we have recited
the comments from the Staff in italicized, bold type and have followed each comment with the Company’s response. Except for page
references appearing in the headings and Staff comments below (which are references to the original Registration Statement submitted on
March 16, 2022), all page references herein correspond to the page of Amended S-1.

Index to Financial Statements, page F-1

    1.
    We note that you include two differently dated audit reports of your independent registered public accounting firm on pages F-2 and F-15 covering the same financial reporting period presented in the filing. Please revise your filing to include one audit report that is consistent with the audit report dates referenced in your consent filed as Exhibit 23.1, dated May 25, 2022.

In
response to the Staff’s comment, the Company has revised the filing to include one audit report that is consistent with the audit
report dates referenced in the consent filed as Exhibit 23.1.

Please direct any questions
regarding the Company’s responses or the Amended S-1 to me at (212) 497-7747.

    Sincerely,

    WILSON SONSINI GOODRICH & ROSATI

    Professional Corporation

    /s/ Sally Yin

    Sally Yin

    cc:
    Jie Weng, Aquaron Acquisition Corp.

    Chris F. Fennell, Wilson Sonsini Goodrich & Rosati, P.C.

United States securities and exchange commission logo
June 15, 2022
Jie Weng
Chief Executive Officer
Aquaron Acquisition Corp.
515 Madison Ave. 8th Floor
New York, NY 10022
Re:Aquaron Acquisition Corp.
Form S-1 filed May 26, 2022
File No. 333-265217
Dear Mr. Weng:
            We have reviewed your registration statement and have the following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our 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 our comment, we may have additional comments.
Form S-1, filed May 26, 2022
Index to Financial Statements, page F-1
1.We note that you include two differently dated audit reports of your independent
registered public accounting firm on pages F-2 and F-15 covering the same financial
reporting period presented in the filing. Please revise your filing to include one audit
report that is consistent with the audit report dates referenced in your consent filed as
Exhibit 23.1, dated May 25, 2022.
            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 LastNameJie Weng
 Comapany NameAquaron Acquisition Corp.
 June 15, 2022 Page 2
 FirstName LastName
Jie Weng
Aquaron Acquisition Corp.
June 15, 2022
Page 2
            You may contact John Spitz at 202-551-3484 or Amit Pande at 202-551-3423 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Todd Schiffman at 202-551-3491 or J. Nolan McWilliams at 202-551-3217 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance

United States securities and exchange commission logo
April 25, 2022
Jie Weng
Chief Executive Officer
Aquaron Acquisition Corp.
515 Madison Ave. 8th Floor
New York, NY 10022
Re:Aquaron Acquisition Corp.
Amendment No. 7 to Draft Registration Statement on Form S-1
Submitted April 14, 2022
CIK No. 0001861063
Dear Mr. Weng:
            We have reviewed your amended draft registration statement and have the following
comment.
            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 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 our comment and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 7 to Draft Registration Statement on Form S-1
General
1.We note your response to comment 1. Where you include disclosure in the prospectus
relating to enforceability of civil liabilities, please indicate that the discussion is based on
management's assessment and that the company did not rely on the advice of counsel.  In
addition, briefly discuss why management did not rely on the advice of counsel.  Please
include similar disclosure in the prospectus where you made revisions in response to
comment 5.

 FirstName LastNameJie Weng
 Comapany NameAquaron Acquisition Corp.
 April 25, 2022 Page 2
 FirstName LastName
Jie Weng
Aquaron Acquisition Corp.
April 25, 2022
Page 2
            You may contact John Spitz at 202-551-3484 or Amit Pande at 202-551-3423 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Todd Schiffman at 202-551-3491 or Sandra Hunter Berkheimer at 202-551-3758 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance

United States securities and exchange commission logo
March 25, 2022
Jie Weng
Chief Executive Officer
Aquaron Acquisition Corp.
515 Madison Ave. 8th Floor
New York, NY 10022
Re:Aquaron Acquisition Corp.
Amendment No. 6 to Draft Registration Statement on Form S-1
Submitted March 16, 2022
CIK No. 0001861063
Dear Mr. Weng:
            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. 6 to Draft Registration Statement on Form S-1
General
1.We note that a majority of your officers and directors are located in China. Please provide
a separate section in the Prospectus Summary, Summary Risk Factors and Risk Factors
relating to enforceability of civil liabilities which discusses:

•An investor's ability to effect service of process within the United States on directors
and officers in China;
•An investor's ability to enforce judgments obtained in U.S. courts against such
directors and officers based upon the civil liability provisions of the U.S. Federal
securities laws;

 FirstName LastNameJie Weng
 Comapany NameAquaron Acquisition Corp.
 March 25, 2022 Page 2
 FirstName LastName
Jie Weng
Aquaron Acquisition Corp.
March 25, 2022
Page 2
•An investor's ability to enforce, in China, judgments of U.S. courts based upon the
civil liability provisions of the U.S. Federal securities laws; and
•An investor's ability to bring an original action in a Chinese court to enforce
liabilities against directors and officers based upon the U.S. Federal securities laws.

If you provide this disclosure based on an opinion of counsel, name counsel in the
prospectus and file as an exhibit to the registration statement a signed consent of counsel
to the use of its name and opinion.
Cover Page
2.Please discuss the Accelerating Holding Foreign Companies Accountable Act on the
Cover Page and in the Summary section. We note the discussion in the first paragraph on
page 68.
3.In the fourth paragraph of the second Cover Page and the final section on page 8, discuss
whether there are any restrictions on the transfer of cash between Chinese subsidiaries in
the event that you complete a business combination in China.
4.Given the risks of doing business in the PRC, please revise the cover page to disclose that
as a result of a majority of your executive officers and directors being located in or
having significant ties to China, it may make you a less attractive partner to target
companies outside the PRC than a non-PRC related SPAC.  As a result, it could make it
more likely for you to consummate a business combination with a company located in the
PRC.
Potential Approvals from the PRC Governmental Authorities for this Offering or a Business
Combination, page 6
5.In each subsection, indicate how you reached your conclusions or beliefs and whether you
relied on the advice of counsel. If so, please name counsel and file the a consent of
counsel as an exhibit.
            You may contact John Spitz at 202-551-3484 or Amit Pande at 202-551-3423 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Todd Schiffman at 202-551-3491 or Sandra Hunter Berkheimer at 202-551-3758 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance

United States securities and exchange commission logo
March 11, 2022
Jie Weng
Chief Executive Officer
Aquaron Acquisition Corp.
515 Madison Ave. 8th Floor
New York, NY 10022
Re:Aquaron Acquisition Corp.
Amendment No. 5 to Draft Registration Statement on Form S-1
Submitted February 18, 2022
CIK No. 0001861063
Dear Mr. Weng:
            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. 5 to Draft Registration on Form S-1
Cover Page
1.Reference is made to the fourth sentence of the third from last paragraph. Please clarify
the disclosure where you state, "There has yet been any transfers, dividends, or
distributions made to date."  Please also make the same revision in the second from last
paragraph on page 6.
Prospectus Summary , page 1
2.We note your Cover Page disclosure of the legal and operational risks associated with
acquiring a company that does business in China.  Your prospectus summary should
address, but not necessarily be limited to, the risks highlighted on the prospectus cover

 FirstName LastNameJie Weng
 Comapany NameAquaron Acquisition Corp.
 March 11, 2022 Page 2
 FirstName LastName
Jie Weng
Aquaron Acquisition Corp.
March 11, 2022
Page 2
page. Accordingly, please revise your prospectus summary to include disclosure of each
of the legal and operational risks associated with acquiring a company that does business
in China.
Potential Approvals from the PRC Governmental Authorities for the Business Combination,
page 4
3.Reference is made to the second sentence of the fifth paragraph on page 5. Please indicate
what factors will determine whether or not you will need to to obtain approvals or
permissions from the PRC regulatory agencies in order for you to complete a business
combination with a China-based target.
Risks Associated with Acquiring and Operating a Target Business with its Primary Operation in
China, page 27
4.Please include cross-references to the more detailed discussion of these risks elsewhere in
the prospectus.
            You may contact John Spitz at 202-551-2484 or Amit Pande at 202-551-3423 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Todd Schiffman at 202-551-3491 or Sandra Hunter Berkheimer at 202-551-3758 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance

United States securities and exchange commission logo
January 14, 2022
Jie Weng
Chief Executive Officer
Aquaron Acquisition Corp.
515 Madison Ave. 8th Floor
New York, NY 10022
Re:Aquaron Acquisition Corp.
Amendment No. 4 to Draft Registration Statement on Form S-1
Submitted December 20, 2021
CIK No. 0001861063
Dear Mr. Weng:
            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. 4 to Draft Registration Statement on Form S-1
Cover Page
1.Please disclose whether your auditor is subject to the determinations announced by the
PCAOB on December 16, 2021 and whether and how the Holding Foreign Companies
Accountable Act and related regulations will affect your company. We note your
statement on page 2 that, "We affirmatively exclude as an initial business combination
target any company of which financial statements are audited by an accounting firm that
the United States PCAOB is unable to inspect for two consecutive years beginning in
2021...". We also note that it would be possible that there could be a future change in
auditor and the PCAOB may or may not be able to inspect that auditor.

 FirstName LastNameJie Weng
 Comapany NameAquaron Acquisition Corp.
 January 14, 2022 Page 2
 FirstName LastName
Jie Weng
Aquaron Acquisition Corp.
January 14, 2022
Page 2
Exhibit 5.1, page II-5
2.We reissue comment 8. We do not see a revision to the opinion which clarifies that
investors in this offering may rely upon the opinion.
General
3.Please update the prospectus for recent regulatory developments that may be applicable to
the company or this offering including the China Securities Regulatory Commission draft
rules (December 24, 2021), the new Negative List for Foreign Direct Investment
(December 27, 2021) and the Cybersecurity Review Measures (January 4, 2022).
            You may contact John Spitz at 202-551-3484 or Amit Pande at 202-551-3423 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Todd Schiffman at 202-551-3491 or Sandra Hunter Berkheimer at 202-551-3758 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance

United States securities and exchange commission logo
November 15, 2021
Jie Weng
Chief Executive Officer
Aquaron Acquisition Corp.
515 Madison Ave. 8th Floor
New York, NY 10022
Re:Aquaron Acquisition Corp.
Amendment No. 3 to Draft Registration Statement on Form S-1
Submitted October 15, 2021
CIK No. 0001861063
Dear Mr. Weng:
            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 3 to Draft Registration Statement on Form S-1
Cover Page
1.We reissue comment 1 in part. Reference is made to the second sentence of the
penultimate paragraph.  Please expand your disclosure of how the examples such as anti-
monopoly regulatory actions, cybersecurity and privacy and lack of PCAOB inspection on
its auditors may impact the company’s ability to conduct its business, accept foreign
investments, or list on a U.S. or other foreign exchange.

 FirstName LastNameJie Weng
 Comapany NameAquaron Acquisition Corp.
 November 15, 2021 Page 2
 FirstName LastName
Jie Weng
Aquaron Acquisition Corp.
November 15, 2021
Page 2
2.We note your response to comment 4.  Please expand your disclosure on the prospectus
cover page to provide a description of how cash is transferred through your organization
and disclosure regarding your intentions to distribute earnings or settle amounts owed
under the VIE agreements. State whether any transfers, dividends, or distributions have
been made to date.
Contractual Arrangements and Corporate Structure for a PRC-based Target Business, page 5
3.We reissue comment 2 in part. Please provide further disclosure relating to contractual
arrangements with a VIE, its founders and owners and the challenges and substantial costs
the company may face enforcing these contractual agreements due to uncertainties under
Chinese law and jurisdictional limits.
Potential Approvals from the PRC Governmental Authorities for this Offering or a Business
Combination, page 5
4.Please discuss the potential consequences to you and your investors if your assumption
that no prior approvals are required is incorrect or applicable laws, regulations, or
interpretations change and you are required to obtain approval in the future. Discuss the
potential consequences to you and your investors if you do not receive or maintain such
approvals.
Risks Associated with Acquiring and Operating a Business in China, page 27
5.We reissue comment 6 in part. 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 operations at any time, or may exert
more control over offerings conducted overseas and/or foreign investment in China-based
issuers, which could result in a material change in your operations and/or the value of
your common stock. stock/ADSs].  Acknowledge any risks that any actions by the
Chinese government to exert more oversight and control over offerings that are conducted
overseas and/or foreign investment in China-based issuers could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless.
Our initial business combination may be subject to a variety of PRC laws..., page 63
6.We reissue in part comment 11. Please also discuss potential impacts on a post-
combination basis.
Certain existing or future U.S. laws and regulations..., page 66
7.Confirm that your auditor is currently subject to PCAOB inspection. In addition, please
expand your risk factor disclosure to discuss that the United States Senate passed the
Accelerating Holding Foreign Companies Accountable Act, which, if enacted, would

 FirstName LastNameJie Weng
 Comapany NameAquaron Acquisition Corp.
 November 15, 2021 Page 3
 FirstName LastName
Jie Weng
Aquaron Acquisition Corp.
November 15, 2021
Page 3
decrease the number of non-inspection years from three years to two, thus reducing the
time period before your securities may be prohibited from trading or delisted.
Exhibit 5.1, page II-5
8.Reference is made to the first sentence of the final paragraph on page 2. Please revise to
clarify that investors in this offering may rely upon this opinion.
            You may contact John Spitz at 202-551-3484 or Amit Pande at 202-551-3423 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Todd Schiffman at 202-551-3491 or Sandra Hunter Berkheimer at 202-551-3758 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance

United States securities and exchange commission logo
September 1, 2021
Jie Weng
Chief Executive Officer
Aquaron Acquisition Corp.
515 Madison Ave. 8th Floor
New York, NY 10022
Re:Aquaron Acquisition Corp.
Amendment to Draft Registration Statement on Form S-1
Submitted July 28, 2021
CIK No. 0001861063
Dear Mr. Weng:
            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
Cover Page
1.We note that a majority of your executive officers and directors are located in or have
significant ties to China and your disclosure that you intend to focus on the Asia TMT
sector, and initially on companies with operations located primarily in Asia, including the
People’s Republic of China for an initial business combination. Please disclose
this prominently on the prospectus cover page. Your disclosure also should describe the
legal and operational risks associated with acquiring a company that does business in
China. Your disclosure should make clear whether these risks could result in a material
change in your or the target company’s post-combination operations and/or the value of
your common stock or could significantly limit or completely hinder your ability to offer

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September 1, 2021
Page 2
or continue to offer securities to investors and cause the value of such securities to
significantly decline or be worthless. Your disclosure should address how the use of
variable interest entities and data security or anti-monopoly concerns, has or may impact
the company’s ability to conduct its business, accept foreign investments, or list on a U.S.
or other foreign exchange. Your prospectus summary should address, but not necessarily
be limited to, the risks highlighted on the prospectus cover page.
Prospectus Summary, page 1
2.Given that you may be seeking to acquire a company that uses or may use a variable
interest entity structure to conduct China-based operations, please describe what that
organizational structure would entail.  Explain that the entity in which investors may hold
their interest may not be the entity or entities through which the company’s operations
may be conducted in China after the business combination.  Discuss how this type of
corporate structure may affect investors and the value of their investment, including how
and why the contractual arrangements may be less effective than direct ownership and that
the company may incur substantial costs to enforce the terms of the arrangements.
Disclose the uncertainties regarding the status of the rights of a holding company with
respect to its contractual arrangements with a VIE, its founders and owners and the
challenges the company may face enforcing these contractual agreements due to
uncertainties under Chinese law and jurisdictional limits.
3.Disclose each permission that you are required to obtain from Chinese authorities to
operate and issue these securities to foreign investors.  State affirmatively whether you
have received all requisite permissions and whether any permissions have been denied.
4.Provide a clear description of how cash will be transferred through the post-combination
organization if you acquire a company based in China.  Describe any restrictions on
foreign exchange and your ability to transfer cash between entities, across borders, and to
U.S. investors that may apply after a business combination with a company based in
China.  Describe any restrictions and limitations on your ability to distribute earnings
from your businesses, including subsidiaries and/or consolidated VIEs, to the parent
company and U.S. investors as well as the ability to settle amounts owed under the VIE
agreements.
5.Disclose that trading in your securities may be prohibited under the Holding Foreign
Companies Accountable Act if the PCAOB determines that it cannot inspect or fully
investigate the auditor of a company you may target for an initial business combination,
and that as a result an exchange may determine to delist your securities.
Summary of Risk Factors, page 23
6.In your summary of risk factors, disclose the risks that acquiring a company whose
corporate structure or whose operations are in 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

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 September 1, 2021 Page 3
 FirstName LastNameJie Weng
Aquaron Acquisition Corp.
September 1, 2021
Page 3
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 operations at any time, or may exert more control over offerings
conducted overseas and/or foreign investment in China-based issuers, which could result
in a material change in your operations and/or the value of your common stock.
Acknowledge any risks that any actions by the Chinese government to exert more
oversight and control over offerings that are conducted overseas and/or foreign investment
in China-based issuers could significantly limit or completely hinder your ability to offer
or continue to offer securities to investors and cause the value of such securities to
significantly decline or be worthless.
Risk Factors, page 26
7.Please add risk factor disclosure that addresses limitations on the ability of U.S.
regulators, such as the Department of Justice, the SEC, the PCAOB and other authorities,
to conduct investigations and inspections within the PRC and Hong Kong.
Risks associated with acquiring and operating a target business with its primary operation in
China, page 53
8.To the extent that you may acquire a company that uses or may use a variable interest
entity structure to conduct China-based operations, please revise your risk factors to
acknowledge that if the PRC government determines that the contractual arrangements
constituting part of your VIE structure do not comply with PRC regulations, or if these
regulations change or are interpreted differently in the future, your shares may decline in
value or be worthless if you are unable to assert your contractual control rights over the
assets of your PRC subsidiaries that may conduct all or substantially all of your
operations.
9.Please expand your risk factor disclosure to 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.
10.Given the Chinese government’s significant oversight and discretion over the conduct of
the business of any China-based company that you may target for an initial business
combination, please revise to separately highlight the risk that the Chinese government
may intervene or influence your operations at any time, which could result in a material
change in your operations and/or the value of your common stock.  Also, given recent
statements by the Chinese government indicating an intent to exert more oversight and
control over offerings that are conducted overseas and/or foreign investment in China-
based issuers, acknowledge the risk that any such action could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless.

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 Comapany NameAquaron Acquisition Corp.
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 FirstName LastName
Jie Weng
Aquaron Acquisition Corp.
September 1, 2021
Page 4
11.In light of recent events indicating greater oversight by the Cyberspace Administration of
China over data security, particularly for companies seeking to list on a foreign exchange,
please revise your disclosure to explain how this oversight could impact the process of
searching for a target and completing an initial business combination, and/or your
business on a post-combination basis.

Exhibit 4.5 (Form of Rights Agreement), page II-5
12.Please revise to address how the exclusive forum provision applies to claims arising out of
the Securities Act and Exchange Act. In the alternative, tell us how you will make future
investors aware of the applicability of the provision to the Securities Act and Exchange
Act.
            You may contact John Spitz at 202-551-3484 or Amit Pande at 202-551-3423 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Todd Schiffman at 202-551-3491 or Sandra Hunter Berkheimer at 202-551-3758 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance

United States securities and exchange commission logo
July 12, 2021
Jie Weng
Chief Executive Officer
Aquaron Acquisition Corp.
515 Madison Ave. 8th Floor
New York, NY 10022
Re:Aquaron Acquisition Corp.
Amendment to Draft Registration Statement on Form S-1
Submitted June 30, 2021
CIK No. 0001861063
Dear Mr. Weng:
            We have reviewed your amended draft registration statement and have the following
comment.
            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 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 our comment and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment to Draft Registration Statement on Form S-1
Cover Page
1.We note your revisions in response to comment 7 and we reissue our comment in part.
Please revise your cover page to disclose, if true, that public stockholders will not have the
right to vote on an extension and will not have redemption rights at the end of the first 9
months from the closing of this offering unless you do not extend the offering.

 FirstName LastNameJie Weng
 Comapany NameAquaron Acquisition Corp.
 July 12, 2021 Page 2
 FirstName LastName
Jie Weng
Aquaron Acquisition Corp.
July 12, 2021
Page 2
            You may contact John Spitz at 202-551-3484 or Amit Pande at 202-551-3423 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Todd Schiffman at 202-551-3491 or Sandra Hunter Berkheimer at 202-551-3758 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance

United States securities and exchange commission logo
June 24, 2021
Jie Weng
Chief Executive Officer
Aquaron Acquisition Corp.
515 Madison Ave. 8th Floor
New York, NY 10022
Re:Aquaron Acquisition Corp.
Draft Registration Statement on Form S-1
Submitted May 28, 2021
CIK No. 0001861063
Dear Mr. Weng:
            We have reviewed your 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.
Draft Registration Statement on Form S-1
Cover Page
1.Reference is made to the last sentence of the first paragraph where you disclose that you
will target businesses in Asia. We note your disclosure in the second risk factor on page
45 that you initially plan to focus on a target business with operations located in the
People’s Republic of China.  We also note the first sentence of the fifth paragraph on page
5 where you disclose that you initially plan to prioritize the United States. Please reconcile
the disclosure throughout the prospectus.
2.Reference is made to the first sentence of the fifth paragraph.  Please revise to
indicate how many private units will be purchased by Chardon and Aquaron Investments
separately. We note the fourth bullet point on page 1.

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 Comapany NameAquaron Acquisition Corp.
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 FirstName LastName
Jie Weng
Aquaron Acquisition Corp.
June 24, 2021
Page 2
Acquisition Strategy and Industry Opportunity, page 2
3.Please remove references on page 3 to previous SPACs and IPOs unless you can
demonstrate how these transactions are specifically relevant to your company or
management.
4.Please provide us with the basis for each of your statements in paragraphs two, four, five
and six relating to industry outlooks.
Background and Competitive Strengths, page 2
5.Reference is made to the first sentence of the second paragraph. Please name the deal and
clarify how Mr. Wang was "deeply involved."  Please also provide support that the
MergerMarket journalists are "outstanding and focused."  Finally, provide us with any
available MergerMarket article relating to the award.
Stockholder approval of, or tender offer in connection with, initial business combination, page 13
6.In the second paragraph on page 14, please clarify whether the 3.78% of your public
shares takes into account the shares held by Chardan. In addition, please include this
disclosure in the carryover risk factor on pages 29-30.
Liquidation if no business combination, page 15
7.Please disclose here, on the cover page and throughout the prospectus, if true, that public
stockholders will not have the right to vote on an extension and will not have redemption
rights at nine or twelve months unless you do not extend the offering for an additional
three months and an initial business combination has not been completed.
Principal Stockholders, page 86
8.It appears that Chardan may be a beneficial owner of more than 5% of your outstanding
common stock. Please revise to include Chardan in the table or tell us why you do not
believe this is required.
9.Reference is made to footnote 3 of the table. Please tell us why Mr. Yating Wang is not
considered a beneficial owner or revise the beneficial ownership table accordingly.

 FirstName LastNameJie Weng
 Comapany NameAquaron Acquisition Corp.
 June 24, 2021 Page 3
 FirstName LastName
Jie Weng
Aquaron Acquisition Corp.
June 24, 2021
Page 3
            You may contact John Spitz at 202-551-3484 or Amit Pande at 202-551-3423 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Todd Schiffman at 202-551-3491 or Sandra Hunter Berkheimer at 202-551-3758 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance