SecProbe.io

CORRESP
 1
 filename1.htm

 May 30, 2025

 VIA EDGAR

 Robert Augustin

 Katherine Bagley

 Division of Corporation Finance

 Office of Manufacturing

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 NewGenIvf Group Limited (CIK: 0001981662)
Registration Statement on Form F-1 (File No. 333- 285629)

 Dear Mr. Augustin and Ms. Bagley:

 In accordance with Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, NewGenIvf Group Limited (the " Company ")
hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-1 (the " Registration Statement ")
be accelerated to and that the Registration Statement become effective at 4:30 p.m., Eastern Time, on June 3, 2025, or as soon thereafter
as practicable.

 If there is any change in
the acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company may be making
an oral request of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461. The request may
be made by an executive officer of the Company or by any attorney from the Company's U.S. counsel, Han Kun Law Offices LLP.

 The Company understands that
the representatives of the underwriters of the offering, have joined in this request in a separate letter filed with the Securities and
Exchange Commission (the " Commission ") today.

 The Company hereby acknowledges
the following:

 ● should the Commission or the staff of the Commission (the
" Staff "), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission
from taking any action with respect to the filing;

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

 Yours sincerely,

 NewGenIvf Group Limited

 By:
 /s/ Wing Fung Alfred Siu

 Name:
 Wing Fung Alfred Siu

 Title:
 Chief Executive Officer

CORRESP
 1
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 May 1, 2025

 Via EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Industrial Applications and Services

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn:
 Mr. Robert Augustin / Ms. Katherine Bagley

 Re:
 NewGenIvf Group Ltd

 Registration Statement on Form F-1
Filed March 7, 2025

 File No. 333-285629

 Dear Mr. Augustin and Ms. Bagley:

 On behalf of NewGenIvf Group Ltd (the " Company "),
we have set forth below responses to the comments of the staff (the " Staff ") of the Securities and Exchange Commission
(the " SEC ") contained in its letter of March 25, 2025 with respect to the Company's Registration Statement on
Form F-1 (the " Form F-1 ") as noted above.

 For your convenience, the text of the Staff's
comments is set forth below in bold, followed in each case by the Company's responses. Please note that all references to page numbers
in the responses are references to the page numbers in the Amendment No. 1 to the Form F-1 (the " F-1/A ") submitted
concurrently with the submission of this letter in response to the Staff's comments.

 Registration Statement on Form F-1

 Compensation, page 58

 1. Please revise your registration statement
to include executive compensation disclosure for the fiscal year ended December 31, 2024, your last completed fiscal year. Refer to Item
6.B. of Form 20-F.

 Response: We have revised the F-1/A
in accordance with the Staff's comment. Please see the disclosure on page 55 of the F-1/A for further information.

 White Lion Transaction, page 92

 2. We note your disclosure that "[t]he
price to be paid by White Lion for any shares that the Company requires White Lion to purchase will depend on the type of purchase notice
that the Company delivers, as specified in the White Lion Purchase Agreement." Please disclose the full discounted price, or formula
for determining it, at which the investor will receive the shares. See Securities Act Sections Compliance and Disclosure Interpretations
Question 139.13, available on our public website.

 Response: We have revised the
F-1/A in accordance with the Staff's comment. Please see the disclosure on pages 8 and 83 of the F-1/A for further
information.

 General

 3. We note your disclosure on pages 8 and II-5
that, On January 21, 2025, the Company entered into a Purchase Agreement with Genetics & IVF Institute, Inc. to purchase the Membership
Interest of MicroSort Lab Services, LLC, and that the MicroSort acquisition closed on February 28, 2025. Please provide us with your significance
assessment for the business acquired and your analysis of whether you are required to file financial statements and pro forma financial
information required by Rule 8-04 and Article 11 of Regulation S-X.

 Response: The Company evaluated the acquisition
of MicroSort Lab Services, LLC ("MicroSort") in accordance with Rule 8-04 of Regulation S-X which references Rule 3-05 of
Regulation S-X ("Rule 3-05"). Pursuant to Rule 3-05, a public company acquiror should disclose audited financial statements
and/or unaudited interim financial statements for the most recent period before the acquisition and the corresponding unaudited interim
statements for the same period in the prior year of an acquired business depending on certain quantitative tests that measure the significance
of the transaction to the acquiror. Audited or unaudited interim predecessor financial statements may be required when any of the Asset
Test, Income Test, and Investment Test pursuant to Rule 1-02 of Regulation S-X results in a significance level above 20%. Additionally,
according to Article 11 of Regulation S-X ("Article 11"), an acquiror may be required to furnish pro-forma historical financial
statements that give effect to the acquisition as if it occurred at a prior date for the same periods for which predecessor financial
statements are required.

 However, the Company believes that it only acquired
MicroSort's intellectual properties instead of a business as defined under Rule 11-01(d) of Regulation S-X. Acquired assets,
such as intellectual properties, that do not meet the SEC's definition of a business are not subject to the reporting requirements
of Rule 3-05 or Article 11. Under Rule 11-01(d), the general principle for identifying a business is that there must be continuity
of the revenue-producing activity before and after the transaction, and the pre-acquisition financial information about the acquired business
is therefore material to an understanding of the registrant's operations after the transaction. MicroSort does not meet the definition
of a business under Rule 11-01(d) as MicroSort was incorporated by Genetics & IVF Institute, Inc. in January 2025 to hold all
of the trademarks associated with MicroSort technology, and the existing licensing contracts relating to MicroSort technology, which were
then sold to the Company. MicroSort does not have any revenue producing activities and no historical financials existed for MicroSort
before 2025. Therefore, the Company does not believe that (i) separate audited financial statements would be required under Rule 3-05
and (ii) pro forma financial information under Article 11 would be required for the MicroSort transaction.

 In making this filing, the Company has omitted
the consent letter from each of WWC, P.C. and J&S Associate PLT. The Company intends to include such consent letters in a subsequent
filing with the SEC, in any case no later than the effectiveness of this Form F-1.

 ***

 2

 Should you have any questions relating to the
foregoing or wish to discuss any aspect of the Company's filing, please contact me at steve.lin@hankunlaw.com, +86 10 8524 5826
(work) or +86 186 1049 5593 (cell).

 Thank you for your time and attention.

 Yours sincerely,

 /s/ Steve Lin

 Steve Lin

 cc.
 Mr. Wing Fung Alfred Siu, Chief Executive Officer, NewGenIvf Group Ltd

 Ho Fai Chung, Chief Financial Officer, NewGenIvf Group Ltd

 3

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 25, 2025

Wing Fung Alfred Siu
Chief Executive Officer
NewGenIvf Group Ltd
1/F, Pier 2, Central
Hong Kong, 999077

 Re: NewGenIvf Group Ltd
 Registration Statement on Form F-1
 Filed March 7, 2025
 File No. 333-285629
Dear Wing Fung Alfred Siu:

 We have conducted a limited review of your registration statement and
have the
following comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form F-1
Compensation, page 58

1. Please revise your registration statement to include executive
compensation disclosure
 for the fiscal year ended December 31, 2024, your last completed fiscal
year. Refer to
 Item 6.B. of Form 20-F.
White Lion Transaction, page 92

2. We note your disclosure that "[t]he price to be paid by White Lion for
any shares that
 the Company requires White Lion to purchase will depend on the type of
purchase
 notice that the Company delivers, as specified in the White Lion
Purchase
 Agreement." Please disclose the full discounted price, or formula for
determining it, at
 which the investor will receive the shares. See Securities Act Sections
Compliance
 and Disclosure Interpretations Question 139.13, available on our public
website.
 March 25, 2025
Page 2

General

3. We note your disclosure on pages 8 and II-5 that, On January 21, 2025,
the Company
 entered into a Purchase Agreement with Genetics & IVF Insitute, Inc. to
purchase the
 Membership Interest of MicroSort Lab Services, LLC, and that the the
MicroSort
 acquisition closed on February 28, 2025. Please provide us with
 your significance assessment for the business acquired and your analysis
of whether
 you are required to file financial statements and pro forma financial
information
 required by Rule 8-04 and Article 11 of Regulation S-X.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Robert Augustin at 202-551-8483 or Katherine Bagley at
202-551-
2545 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Steve Lin
</TEXT>
</DOCUMENT>

CORRESP
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December 5, 2024

VIA EDGAR

Nicholas O’Leary

Division of Corporation Finance

Office of Manufacturing

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    NewGenIvf Group Limited (CIK: 0001981662)

Registration Statement on Form F-1 (File No. 333- 283421)

Dear Mr. O’Leary:

In accordance with Rule
461 of the General Rules and Regulations under the Securities Act of 1933, as amended, NewGenIvf Group Limited (the
“Company”) hereby requests that the effectiveness of the above-referenced Registration Statement on
Form F-1(the “Form F-1 Registration Statement”) be accelerated to and that the Registration Statement
become effective at 4:00 p.m., Eastern Time, on December 9, 2024, or as soon thereafter as practicable.

If there is any change in
the acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company may be making
an oral request of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461. The request may
be made by an executive officer of the Company or by any attorney from the Company’s U.S. counsel, Han Kun Law Offices LLP.

The Company understands that
the representatives of the underwriters of the offering, have joined in this request in a separate letter filed with the Securities and
Exchange Commission (the “Commission”) today.

The Company hereby acknowledges
the following:

 ● should the Commission or the staff of the Commission (the “Staff”), acting pursuant
to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the
filing;

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

    Yours sincerely,

    NewGenIvf Group Limited

    By:
    /s/ Wing Fung Alfred Siu

    Name:
    Wing Fung Alfred Siu

    Title:
    Chief Executive Officer

[Signature Page to Issuer
Acceleration Request]

December 2, 2024
Wing Fung Alfred Siu
Chief Executive Officer
NewGenIvf Group Ltd
1/F, Pier 2, Central
Hong Kong, 999077
Re:NewGenIvf Group Ltd
Registration Statement on Form F-1
Filed November 22, 2024
File No. 333-283421
Dear Wing Fung Alfred Siu:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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 Nicholas O'Leary at 202-551-4451 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Steve Lin, Esq.

CORRESP
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November 5, 2024

VIA EDGAR

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Division of Corporation Finance

Dear Sirs/Mesdames:

Re: NewGenIvf Group Limited (the “Company”)

Registration Statement on Form F-1 (File No.
333-281964) (the “Registration Statement”)

In accordance with Rule 461 under the Securities
Act of 1933, as amended, the Company respectfully requests that the effective date of the above-referenced Registration Statement be accelerated
so that the Registration Statement will become effective at 5:00 p.m., Eastern Time, on Wednesday,
November 6, 2024, or as soon thereafter as may be practicable.

We trust you will find the foregoing to be in order. Please do not
hesitate to contact the undersigned should you have any questions in this regard.

    Very truly yours,

    ADURO CLEAN TECHNOLOGIES INC.

    /s/ Alfred Siu

    Alfred Siu

    Chief Executive Officer, Chairman, and Director

CORRESP
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October 31, 2024

Robert Augustin

Margaret Sawicki

Division of Corporation Finance

Office of Industrial Applications and Services

Securities and Exchange Commission

100 F Street NE

Washington, DC 20549

 Re: NewGenIvf Group Limited

Amendment No. 3 to Registration
Statement on Form F-1

Filed October 25, 2024

File No. 333-281964

Dear Mr. Augustin:

NewGenIvf Group Limited (the
“Company”) respectfully submits this correspondence to the staff (the “Staff,” and
such correspondence, this “Response Letter”) of the United States Securities and Exchange Commission (the “Commission”)
in response to the Commission’s letter dated October 31, 2024 relating to the Company’s filing on October 25, 2024 of its
amended registration statement on Form F-1 (the “Registration Statement”). On behalf of the Company, Sichenzia
Ross Ference Carmel LLP (“we” or “our”) is concurrently filing an amendment to the
Registration Statement (such amendment, “Amendment No. 4”). Capitalized terms used herein but not defined herein
have the definitions ascribed to them in Amendment No. 4.

To facilitate your review,
we have reproduced below the Commission’s comments in bold italics, followed by our responses.

Amendment No. 3 to Registration Statement on Form F-1,
filed on October 25, 2024

Cover Page

1.
We note your revised disclosure in response to prior comment 1 and reissue it in part. Please revise your cover page to disclose
the date that your common stock may be delisted by Nasdaq for failing to comply with the minimum market value of listed securities and
minimum market value of publicly held shares set forth in Nasdaq Listing Rules 5450(b)(2)(A) and 5450(b)(2)(C), respectively.

In response to the Commission’s
comment, the Company respectfully refers the Staff to the revised disclosure on the cover page of Amendment No. 4, which now includes
the date that the Company’s common stock may be delisted by Nasdaq for failing to comply with the minimum market value of listed
securities and minimum market value of publicly held shares set forth in Nasdaq Listing Rules 5450(b)(2)(A) and 5450(b)(2)(C), respectively.

Exhibits

2. We
note your response to prior comment 3 and reissue it. We note the consent of OneStop Assurance PAC filed as Exhibit 23.2
“consent[s] to the incorporation” of their report dated August 16, 2024, that was filed with the Commission on August 20,
2024. We note that their reference to the report filed with the Commission on August 20, 2024 relates to your Annual Report on Form
20-F. Please revise this consent so that OneStop consents to inclusion of its report rather than incorporating by reference to the
20-F filed on August 20, 2024.

In response to the Commission’s
comment, the Company respectfully refers the Staff to the revised consent of OneStop filed as Exhibit 23.2, which now states that OneStop
consents to inclusion of its report dated August 16, 2024.

If the Staff has any questions or comments concerning
the foregoing, or requires any further information, please contact me at (212) 398-1493 or by email at dmocasio@srfc.law.

    Very truly yours,

    Sichenzia Ross Ference Carmel LLP

    /s/ Darrin M. Ocasio, Esq.

    Darrin M. Ocasio, Esq.

October 31, 2024
Wing Fung Alfred Siu
Chief Executive Officer
NewGenIvf Group Ltd
1/F, Pier 2, Central
Hong Kong, 999077
Re:NewGenIvf Group Ltd
Amendment No. 3 to Registration Statement on Form F-1
Filed October 25, 2024
File No. 333-281964
Dear Wing Fung Alfred Siu:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our October 24, 2024 letter.
Amendment No. 3 to Registration Statement on Form F-1
Cover Page
1.We note your revised disclosure in response to prior comment 1 and reissue it in
part. Please revise your cover page to disclose the date that your common stock may
be delisted by Nasdaq for failing to comply with the minimum market value of listed
securities and minimum market value of publicly held shares set forth in Nasdaq
Listing Rules 5450(b)(2)(A) and 5450(b)(2)(C), respectively.

October 31, 2024
Page 2
Exhibits
2.We note your response to prior comment 3 and reissue it. We note the consent
of OneStop Assurance PAC filed as Exhibit 23.2 "consent[s] to the incorporation" of
their report dated August 16, 2024, that was filed with the Commission on August 20,
2024. We note that their reference to the report filed with the Commission on August
20, 2024 relates to your Annual Report on Form 20-F. Please revise this consent so
that OneStop consents to inclusion of its report rather than incorporating by reference
to the 20-F filed on August 20, 2024.
            Please contact Robert Augustin at 202-551-8483 or Margaret Sawicki at 202-551-
7153 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Darrin Ocasio

CORRESP
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October 25, 2024

Robert Augustin

Margaret Sawicki

Division of Corporation Finance

Office of Industrial Applications and Services

Securities and Exchange Commission

100 F Street NE

Washington, DC 20549

    Re:
    NewGenIvf Group Limited

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

    Filed October 16, 2024

    File No. 333-281964

Dear Mr. Augustin:

NewGenIvf Group Limited (the
“Company”) respectfully submits this correspondence to the staff (the “Staff,” and
such correspondence, this “Response Letter”) of the United States Securities and Exchange Commission (the “Commission”)
in response to the Commission’s letter dated October 24, 2024 relating to the Company’s filing on October 16, 2024 of its
amended registration statement on Form F-1 (the “Registration Statement”). On behalf of the Company, Sichenzia
Ross Ference Carmel LLP (“we” or “our”) is concurrently filing an amendment to the
Registration Statement (such amendment, “Amendment No. 3”). Capitalized terms used herein but not defined herein
have the definitions ascribed to them in Amendment No. 3.

To facilitate your review,
we have reproduced below the Commission’s comments in bold italics, followed by our responses.

Amendment No. 2 to Registration Statement on Form F-1,
filed on October 16, 2024

Cover Page

1.
We note your response to prior comment 4. You disclose that “[i]n accordance with Nasdaq Rule 5810(c)(3)(C), the Company has
been provided an initial period of 180 calendar days, or until November 20, 2024 (the “Compliance Date”), to regain compliance
with the MVLS Requirement.” We note your similar disclosure regarding the MVPHS Deficiency Letter received. Please revise your cover
page to disclose that your common stock may be delisted by Nasdaq for failing to comply with the minimum market value of listed securities
and minimum market value of publicly held shares set forth in Nasdaq Listing Rules 5450(b)(2)(A) and 5450(b)(2)(C), respectively.

In response to the Commission’s
comment, the Company respectfully refers the Staff to the revised disclosure on the cover page of Amendment No. 3, which now includes
an advisory that the Company’s common stock may be delisted by Nasdaq for failing to comply with the minimum market value of listed
securities and minimum market value of publicly held shares set forth in Nasdaq Listing Rules 5450(b)(2)(A) and 5450(b)(2)(C), respectively.

Prospectus Summary, page 1

2.
We note your response to prior comment 3. Please include a separate section discussing your business. Refer to Item 4 of Form 20-F.
Briefly summarize your business in the Prospectus Summary. Refer to Item 3 of Form F-1. Additionally, please include a statement of capitalization
and indebtedness, as required by Item 3.B of Form 20-F, and disclosure regarding dilution, as required by Item 9.E of Form 20-F.

In response to the Commission’s comment, the Company respectfully refers the Staff to the revised disclosure in the “Prospectus
Summary” section of Amendment No. 3, which now includes a statement of capitalization and indebtedness and disclosure regarding
dilution. The Company also respectfully advises the Staff that the disclosure required by Item 4 of Form 20-F was previously included
in the Registration Statement filed on October 16, 2024, in the subsection entitled “NewGenIvf’s Business” within the
“Prospectus Summary” section. The Company has included a separate “Business” section in Amendment No. 3.

 Exhibits

3.
We note your response to prior comment 2 and reissue it in part. We note the consent of OneStop Assurance PAC filed as Exhibit 23.2
continues to references your Annual Report on Form 20-F. Please revise this consent so that OneStop consents to inclusion of its report
rather than incorporating by reference to the 20-F.

In response to the Commission’s comment, the Company respectfully refers the Staff to the revised consent from OneStop included
as Exhibit 23.2, which consents to inclusion of OneStop’s audit report and excludes the previous reference to the Form 20-F.

If the Staff has any questions or comments concerning
the foregoing, or requires any further information, please contact me at (212) 398-1493 or by email at dmocasio@srfc.law.

    Very truly yours,

    Sichenzia Ross Ference Carmel LLP

    /s/ Darrin M. Ocasio, Esq.

    Darrin M. Ocasio, Esq.

October 24, 2024
Wing Fung Alfred Siu
Chief Executive Officer
NewGenIvf Group Ltd
1/F, Pier 2, Central
Hong Kong, 999077
Re:NewGenIvf Group Ltd
Amendment No. 2 to Registration Statement on Form F-1
Filed October 16, 2024
File No. 333-281964
Dear Wing Fung Alfred Siu:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our October 7, 2024 letter.
Amendment No. 1 to Registration Statement on Form F-1
Cover Page
1.We note your response to prior comment 4. You disclose that "[i]n accordance with
Nasdaq Rule 5810(c)(3)(C), the Company has been provided an initial period of 180
calendar days, or until November 20, 2024 (the “Compliance Date”), to regain
compliance with the MVLS Requirement." We note your similar disclosure regarding
the MVPHS Deficiency Letter received. Please revise your cover page to disclose that
your common stock may be delisted by Nasdaq for failing to comply with the
minimum market value of listed securities and minimum market value of publicly
held shares set forth in Nasdaq Listing Rules 5450(b)(2)(A) and 5450(b)(2)(C),
respectively.

October 24, 2024
Page 2
Prospectus Summary, page 1
2.We note your response to prior comment 3. Please include a separate section
discussing your business. Refer to Item 4 of Form 20-F. Briefly summarize your
business in the Prospectus Summary. Refer to Item 3 of Form F-1. Additionally,
please include a statement of capitalization and indebtedness, as required by Item 3.B
of Form 20-F, and disclosure regarding dilution, as required by Item 9.E of Form 20-
F.
Exhibits
3.We note your response to prior comment 2 and reissue it in part. We note the consent
of OneStop Assurance PAC filed as Exhibit 23.2 continues to references your Annual
Report on Form 20-F. Please revise this consent so that OneStop consents to inclusion
of its report rather than incorporating by reference to the 20-F.
            Please contact Robert Augustin at 202-551-8483 or Margaret Sawicki at 202-551-
7153 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Darrin Ocasio

CORRESP
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October 16, 2024

Robert Augustin

Division of Corporation Finance

Office of Industrial Applications and Services

Securities and Exchange Commission

100 F Street NE

Washington, DC 20549

    Re:
    NewGenIvf Group Limited

    Amendment No. 1 to Registration Statement on Form F-1 Filed September 30, 2024

    File No. 0001981662

Dear Mr. Augustin:

NewGenIvf Group Limited (the “Company”)
respectfully submits this correspondence to the staff (the “Staff,” and such correspondence, this “Response
Letter”) of the United States Securities and Exchange Commission (the “Commission”) in response
to the Commission’s letter dated October 7, 2024 relating to the Company’s filing on September 30, 2024 of its amended registration
statement on Form F-1 (the “Registration Statement”). On behalf of the Company, Sichenzia Ross Ference Carmel
LLP (“we” or “our”) is concurrently filing an amendment to the Registration Statement
(such amendment, “Amendment No. 2”). Capitalized terms used herein but not defined herein have the definitions
ascribed to them in Amendment No. 2.

To facilitate your review, we
have reproduced below the Commission’s comments in bold italics, followed by our responses.

Amendment No. 1 to Registration Statement on Form F-1, filed
on September 30, 2024

Exhibits

 1. We note the opinion filed as Exhibit 5.1 covers 13,242,781 Class A Ordinary
Shares, but you are registering 139,425,259 Class A Ordinary Shares. Please have counsel revise its opinion to cover the correct volume
of securities.

In response to the
Commission’s comment, the Company has included the correct volume of securities in Exhibit 5.1 filed with Amendment No. 2.

 2. We note the consent of OneStop Assurance PAC filed as Exhibit 23.2 references
your Annual Report on Form 20-F. Please revise this consent so that OneStop consents to inclusion of its report rather than incorporating
by reference to the 20-F. Additionally, WWC, P.C. needs to consent to being named as an expert in the filing in its consent filed as Exhibit
23.1. Finally, one of these auditor consents must cover the 2021 financials included in the filing.

In response to the Commission’s comment, the Company respectfully
refers the Staff to the revised consent from OneStop Assurance PAC (“OneStop”). The Company has also included in Amendment
No. 2 WWC, P.C.’s consent to be named as an expert in its consent filed as Exhibit 23.1. The Company respectfully advises that WWC,
P.C.’s auditor consent covers the 2021 fiscal year.

 General

 3. We note your response to prior comment 4, which we reissue in part. We note
you removed the Incorporation By Reference section. Please also revise to remove all references to incorporating by reference, such as
on page 75, and include the sections that were intended to be incorporated by reference, such as Items 3.B, 6, 7 and 9.D of Form 20-F.
We note also that your Prospectus Summary "highlights information contained elsewhere in this prospectus" but most of this information
does not appear elsewhere given there is no Business section.

In response to the
Commission’s comment, the Company respectfully refers the Staff to the revised disclosures in Amendment No. 2, which excludes references
to incorporating by reference and includes sections intended to be incorporated by reference. The Company has also removed any inapplicable
disclosure referencing information contained elsewhere in the prospectus.

 4. We note your response to prior comment 5, which we reissue in part. We note
that you disclose that you received a notice of non-compliance with the Nasdaq listing requirements pertaining to minimum bid price in
the Risk Factors. Please revise this risk factor to disclose the deadline by which you must regain compliance. Additionally, please also
revise the Summary to describe this notice.

In response to the Commission’s
comment, the Company respectfully refers the Staff to the revised referenced risk factor to disclose the deadline by which the Company
must regain compliance with the Nasdaq listing requirements pertaining to minimum bid price. The Company has also revised the Summary
to describe this notice.

 5. Please provide unaudited financial statements covering at least the first
six months of the 2024 fiscal year or explain why such financial statements are not required. Refer to Item 8.A(5) of Form 20-F.

In response to the Commission’s
comment, the Company respectfully refers the Staff to the unaudited financial statements for the first six months of the 2024 fiscal year
in Amendment No. 2.

If the Staff has any questions
or comments concerning the foregoing, or requires any further information, please contact me at (212) 398-1493 or by email at dmocasio@srfc.law.

    Very truly yours,

    Sichenzia Ross Ference Carmel LLP

    /s/ Darrin M. Ocasio, Esq.

    Darrin M. Ocasio, Esq.

October 7, 2024
Wing Fung Alfred Siu
Chief Executive Officer
NewGenIvf Group Ltd
1/F, Pier 2, Central
Hong Kong, 999077
Re:NewGenIvf Group Ltd
Amendment No. 1 to Registration Statement on Form F-1
Filed September 30, 2024
File No. 333-281964
Dear Wing Fung Alfred Siu:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our September 19, 2024
letter.
Amendment No. 1 to Registration Statement on Form F-1, filed September 30, 2024
Exhibits
1.We note the opinion filed as Exhibit 5.1 covers 13,242,781 Class A Ordinary Shares,
but you are registering 139,425,259 Class A Ordinary Shares. Please have counsel
revise its opinion to cover the correct volume of securities.
2.We note the consent of OneStop Assurance PAC filed as Exhibit 23.2 references your
Annual Report on Form 20-F. Please revise this consent so that OneStop consents to
inclusion of its report rather than incorporating by reference to the 20-F. Additionally,
WWC, P.C. needs to consent to being named as an expert in the filing in its consent
filed as Exhibit 23.1. Finally, one of these auditor consents must cover the 2021
financials included in the filing.

October 7, 2024
Page 2
General
3.We note your response to prior comment 4, which we reissue in part. We note you
removed the Incorporation By Reference section. Please also revise to remove all
references to incorporating by reference, such as on page 75, and include the sections
that were intended to be incorporated by reference, such as Items 3.B, 6, 7 and 9.D of
Form 20-F. We note also that your Prospectus Summary "highlights information
contained elsewhere in this prospectus" but most of this information does not appear
elsewhere given there is no Business section.
4.We note your response to prior comment 5, which we reissue in part. We note that
you disclose that you received a notice of non-compliance with the Nasdaq listing
requirements pertaining to minimum bid price in the Risk Factors. Please revise this
risk factor to disclose the deadline by which you must regain compliance.
Additionally, please also revise the Summary to describe this notice.
5.Please provide unaudited financial statements covering at least the first six months of
the 2024 fiscal year or explain why such financial statements are not required. Refer
to Item 8.A(5) of Form 20-F.
            Please contact Robert Augustin at 202-551-8483 or Margaret Sawicki at 202-551-
7153 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Darrin Ocasio

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September 30, 2024

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Industrial Applications and Services

100 F Street, N.E.

Washington, D.C. 20549

    Attn:
    Mr. Robert Augustin / Ms. Margaret Sawicki

    Re:
    NewGenIvf Group Ltd

    Registration Statement on Form F-1 Filed September 6, 2024

    File No. 333-281964

Dear Mr. Augustin and Ms. Sawicki:

On behalf of NewGenIvf Group Ltd (the “Company”),
we have set forth below responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission
(the “SEC”) contained in its letter of September 19, 2024 with respect to the Company’s Registration Statement
on Form F-1 (the “Form F-1”) as noted above.

For your convenience, the text of the Staff’s
comments is set forth below in bold, followed in each case by the Company’s responses. Please note that all references to page numbers
in the responses are references to the page numbers in the Amendment No. 1 to the Form F-1 (the “F-1/A”) submitted
concurrently with the submission of this letter in response to the Staff’s comments.

Registration Statement on Form F-1

Prospectus Summary, page 1

1. We note your Form 6-K, filed June 3, 2024,
discloses that you have entered into a non- binding term sheet for a potential reverse merger with COVIRIX Medical Pty Ltd. Please update
your disclosure here and where appropriate to discuss the status of this potential merger. Additionally, please tell us what consideration
you gave to including financial statements of COVIRIX Medical Pty Ltd under Rule 3-05 of Regulation S-X and pro forma financial statements
under Article 11 of Regulation S-X.

Response: We have revised the F-1/A in
accordance with the Staff’s comment. Please see the disclosure in cover page and page 7 of the F-1/A for further information. Further,
given that the non-binding term sheet with COVIRIX Medical Pty Ltd. (“COVIRIX”) was terminated on September 21, 2024, we believe
that the financial statements of COVIRIX do not need to be included in the F-1/A.

Risk Factors, page 20

2. We note that you did not timely file your
Form 20-F for the year ended December 31, 2023. Please include a risk factor to disclose that you did not timely file the report and that
you may not be able to timely file similar reports in the future.

Response: We have revised the F-1/A in
accordance with the Staff’s comment. Please see the disclosure in cover page and page 21 of the F-1/A for further information.

1185 AVENUE OF THE AMERICAS
| 31ST FLOOR | NEW YORK, NY | 10036

T (212) 930-9700 | F (212) 930-9725 | WWW.SRFC.LAW

Plan of Distribution, page 62

3. We note your disclosure on page 62 that
your selling shareholders may sell their securities in transactions through underwriters. Please confirm your understanding that the retention
by a selling shareholder of an underwriter would constitute a material change to your plan of distribution requiring a post-effective
amendment. Refer to your undertaking provided pursuant to Item 512(a)(1)(iii) of Regulation S-K.

Response: We note the Staff’s comment
and confirm the Company’s understanding that the retention by a selling shareholder of an underwriter would constitute a material
change to the plan of distribution requiring a post-effective amendment.

Incorporation By Reference, page 74

4. It appears that you do not meet the eligibility
requirements to be able to incorporate by reference. Please note that in order to be able to incorporate by reference, registrants, including
their predecessors, must not have been a blank check company as defined in Rule 419(a)(2) during the past three years. Refer to General
Instruction VI.D of Form F-1. Please revise or advise.

Response: We have revised the F-1/A in accordance
with the Staff’s comment and have removed the “Incorporation by Reference” section from the F-1/A.

General

5. We note that in your Form 6-K, filed on
May 28, 2024, you disclose that you received a notice of non-compliance with the Nasdaq requirements pertaining to the minimum bid price
for listed stock pursuant to its rules for continued listing. Please revise the Summary to describe this notice and include disclosure
in the Risk Factor section describing the risks related to this notice and the risks of a potential delisting.

Response: We have revised the F-1/A in accordance
with the Staff’s comment. Please see the disclosure in cover page and page 21 of the F-1/A for further information.

We trust that the above is responsive to your
comments.

Should you have any questions relating to the
foregoing or wish to discuss any aspect of the Company’s filing, please contact me at 646-838-1310.

    Sincerely,

    /s/ Darrin M. Ocasio

    Darrin M. Ocasio, Esq.

    Sichenzia Ross Ference Carmel LLP

1185 AVENUE OF THE AMERICAS
| 31ST FLOOR | NEW YORK, NY | 10036

T (212) 930-9700 | F (212) 930-9725 | WWW.SRFC.LAW

September 19, 2024
Wing Fung Alfred Siu
Chief Executive Officer
NewGenIvf Group Ltd
1/F, Pier 2, Central
Hong Kong, 999077
Re:NewGenIvf Group Ltd
Registration Statement on Form F-1
Filed September 6, 2024
File No. 333-281964
Dear Wing Fung Alfred Siu:
            We have conducted a limited review of your registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form F-1
Prospectus Summary, page 1
1.We note your Form 6-K, filed June 3, 2024, discloses that you have entered into a non-
binding term sheet for a potential reverse merger with COVIRIX Medical Pty Ltd. Please
update your disclosure here and where appropriate to discuss the status of this potential
merger. Additionally, please tell us what consideration you gave to including financial
statements of COVIRIX Medical Pty Ltd under Rule 3-05 of Regulation S-X and pro
forma financial statements under Article 11 of Regulation S-X.
Risk Factors, page 20
2.We note that you did not timely file your Form 20-F for the year ended December 31,
2023. Please include a risk factor to disclose that you did not timely file the report and
that you may not be able to timely file similar reports in the future.

September 19, 2024
Page 2
Plan of Distribution, page 62
3.We note your disclosure on page 62 that your selling shareholders may sell their securities
in transactions through underwriters. Please confirm your understanding that the retention
by a selling shareholder of an underwriter would constitute a material change to your plan
of distribution requiring a post-effective amendment. Refer to your undertaking provided
pursuant to Item 512(a)(1)(iii) of Regulation S-K.
Incorporation By Reference, page 74
4.It appears that you do not meet the eligibility requirements to be able to incorporate by
reference. Please note that in order to be able to incorporate by reference, registrants,
including their predecessors, must not have been a blank check company as defined in
Rule 419(a)(2) during the past three years. Refer to General Instruction VI.D of Form F-1.
Please revise or advise.
General
5.We note that in your Form 6-K, filed on May 28, 2024, you disclose that you received a
notice of non-compliance with the Nasdaq requirements pertaining to the minimum bid
price for listed stock pursuant to its rules for continued listing. Please revise the Summary
to describe this notice and include disclosure in the Risk Factor section describing the
risks related to this notice and the risks of a potential delisting.

            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Robert Augustin at 202-551-8483 or Margaret Sawicki at 202-551-7153
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Darrin Ocasio

CORRESP
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A SPAC I Mini Acquisition Corp.

Level 39, Marina Bay Financial Centre

Tower 2, 10 Marina Boulevard

Singapore, 018983

Telephone: +(65) 6818-5796

February 12, 2024

VIA EDGAR

Mr. Benjamin Richie and Ms. Margaret Schwartz

Division of Corporation Finance

Office of Industrial Applications and Services

U.S. Securities & Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

RE: A SPAC I Mini Acquisition Corp. (the “Company”)

Registration Statement on Form F-4

(File No. 333-275208) (the “Registration Statement”)

Dear Mr. Richie and Ms. Schwartz:

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 the Registration Statement will become effective as of 4:00 p.m. on February 14, 2024, or as soon thereafter as practicable.

    Very truly yours,

    A SPAC I MINI ACQUISITION CORP.

    By:
    /s/ Claudius Tsang

    Name:
    Claudius Tsang

    Title:
    Chief Executive Officer and Chief Financial Officer

CORRESP
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    Giovanni Caruso
    Direct
    212.407.4866

    Partner
    Main
    212.407.4000

    345 Park Avenue
    Fax
    212.937.3943

    New York, NY 10154

    gcaruso@loeb.com

December 19, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Industrial Applications and Services

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Benjamin Richie

    Margaret Schwartz

    Michael Fay

    Al Pavot

    Re:

    A SPAC I Mini Acquisition Corp.

    Amendment No. 2 to Registration Statement on Form F-4

    Filed December 7, 2023

    File No. 333-275208

Ladies and Gentlemen:

On behalf of our client,
A SPAC I Mini Acquisition Corp., a British Virgin Islands business company (the “Company”), we respond to the comments
of the staff of the Division of Corporation Finance of the Commission (the “Staff”) with respect to the above-referenced
Amendment No. 2 to Registration Statement on Form F-4 filed on December 7, 2023 (the “Registration Statement”) contained
in the Staff’s letter dated December 18, 2023 (the “Comment Letter”).

The Company has filed
via EDGAR the Amendment No. 3 to the Registration Statement on Form F-4 (the “Amendment”), which reflects the
Company’s responses to the comments received by the Staff and certain updated information. For ease of reference, each comment
contained in the Comment Letter is printed in bold below and is followed by the Company’s response. All page references in the
responses set forth below refer to the page numbers in the Amendment.

Amendment No. 2 to Registration Statement
on Form F-4/A Filed December 7, 2023

Cover Page

    1.
    Please provide further information regarding the Additional Closing Shares, the decision to include the shares in the Second Amendment to the Merger Agreement, and state how the parties agreed on the $8mm value. Additionally, your disclosure says “[t]he aggregate consideration for the Business Combination is $50,000,000, payable in the form of 5,000,000 newly issued PubCo Class A ordinary shares valued at $10.00 per share to NewGenIvf’s shareholders, plus additional PubCo Class A ordinary shares in exchange for the NewGenIvf shares issued by NewGenIvf following the original date of the Merger Agreement (the “Additional Closing Shares”).” We also note that the definition of Additional Shares in the Second Amendment is “the Company Shares issued by the Company following the date of this Agreement (i.e., February 15, 2023).” It appears that it is currently contemplated that 800,000 Additional Closing Shares will be issued based on the amount shown in certain tables. Please revise your disclosure to clarify if this amount or value of shares is set or whether additional shares may be issued.

COMPANY RESPONSE: In response
to the Staff’s comment, the Company has revised the disclosure on the cover page and on pages 9, 22, 106 and 117 of the Amendment.
The number of Additional Closing Shares is currently fixed at 800,000 Class A common shares, and no additional shares may be issued pursuant
to the terms of the Second Amendment to Merger Agreement.

Exhibits

    2.
    We note your legal opinions, filed as Exhibits 5.1 and 5.2, are incomplete. Please file complete legal opinions, to include coverage of the Second Amendment to the Merger Agreement and the Additional Closing Shares to be issued.

COMPANY RESPONSE: In response
to the Staff’s comment, the Company has submitted a revised Exhibit 5.1 and completed legal opinions as Exhibits 5.2 and 8.1 with
the Amendment.

Please do not hesitate to
contact Giovanni Caruso of Loeb & Loeb LLP at (212) 407-4866 with any questions or comments regarding this letter.

    Sincerely,

    /s/ Giovanni Caruso

    Giovanni Caruso

    Partner

cc: Claudius Tsang

United States securities and exchange commission logo
December 18, 2023
Claudius Tsang
Chief Executive Officer and Chief Financial Officer
A SPAC I Mini Acquisition Corp.
Level 39, Marina Bay Financial Centre
Tower 2, 10 Marina Boulevard
Singapore, 018983
Re:A SPAC I Mini Acquisition Corp.
Amendment No. 2 to Registration Statement on Form F-4
Filed December 7, 2023
File No. 333-275208
Dear Claudius Tsang:
            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 a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our November 28, 2023 letter.
Amendment No. 2 to Registration Statement on Form F-4/A
Cover Page
1.Please provide further information regarding the Additional Closing Shares, the decision
to include the shares in the Second Amendment to the Merger Agreement, and state how
the parties agreed on the $8mm value. Additionally, your disclosure says "[t]he aggregate
consideration for the Business Combination is $50,000,000, payable in the form of
5,000,000 newly issued PubCo Class A ordinary shares valued at $10.00 per share to
NewGenIvf’s shareholders, plus additional PubCo Class A ordinary shares in exchange
for the NewGenIvf shares issued by NewGenIvf following the original date of the Merger
Agreement (the “Additional Closing Shares”)." We also note that the definition of
Additional Shares in the Second Amendment is "the Company Shares issued by the
Company following the date of this Agreement (i.e., February 15, 2023)." It appears that it

 FirstName LastNameClaudius Tsang
 Comapany NameA SPAC I Mini Acquisition Corp.
 December 18, 2023 Page 2
 FirstName LastName
Claudius Tsang
A SPAC I Mini Acquisition Corp.
December 18, 2023
Page 2
is currently contemplated that 800,000 Additional Closing Shares will be issued based on
the amount shown in certain tables. Please revise your disclosure to clarify if this amount
or value of shares is set or whether additional shares may be issued.
Exhibits
2.We note your legal opinions, filed as Exhibits 5.1 and 5.2, are incomplete. Please file
complete legal opinions, to include coverage of the Second Amendment to the Merger
Agreement and the Additional Closing Shares to be issued.
            Please contact Michael Fay at 202-551-3812 or Al Pavot at 202-551-3738 if you have
questions regarding comments on the financial statements and related matters. Please contact
Benjamin Richie at 202-551-7857 or Margaret Schwartz at 202-551-7153 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Giovanni Caruso, Esq.

CORRESP
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    Giovanni Caruso
    Direct
    212.407.4866

    Partner
    Main
    212.407.4000

    345 Park Avenue
    Fax
    212.937.3943

    New York, NY 10154

    gcaruso@loeb.com

December
7, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Industrial Applications and Services

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Benjamin Richie

    Margaret Schwartz

    Michael Fay

    Al Pavot

    Re:

    A SPAC I Mini Acquisition Corp.

    Amendment No. 1 to Registration Statement on Form F-4

    Filed November 14, 2023

    File No. 333-275208

Ladies and Gentlemen:

On behalf of our client, A SPAC
I Mini Acquisition Corp., a British Virgin Islands business company (the “Company”), we respond to the comments of the staff
of the Division of Corporation Finance of the Commission (the “Staff”) with respect to the above-referenced Amendment No.1
to Registration Statement on Form F-4 filed on November 14, 2023 (the “Registration Statement”) contained in the Staff’s
letter dated November 28, 2023 (the “Comment Letter”).

The Company has filed via EDGAR
the Amendment No.2 to the Registration Statement on Form F-4 (the “Amendment”), which reflects the Company’s responses
to the comments received by the Staff and certain updated information. For ease of reference, each comment contained in the Comment Letter
is printed in bold below and is followed by the Company’s response. All page references in the responses set forth below refer to
the page numbers in the Amendment.

Registration Statement on Form F-4 Filed November
14, 2023

Note 8 - Contract Liabilities, page F-58

    1.
    Please revise the line item description from reversal to refund of fees to better reflect the nature of the amount. In addition, please add narrative disclosure describing the cash refund of fees and the related facts and circumstances, both under Note 8 - Contract Liabilities and under Operating activities, page 193.

COMPANY RESPONSE: In response to
the Staff’s comment, the Company has revised the disclosure on pages 196 and F-58 of the Amendment.

Note 15, page F-64

    2.
    Your Statement of Cash Flows reports that you received $1,530,872 of cash repayments from Mr. Siu and Ms. Fong during the 6 months ended June 30, 2023. However, your response states that the Company only received approximately $.8 million of cash from them during the 6 months ended June 30, 2023. Please disclose this fact in Note 15 and revise your Statement of Cash Flows so that only the $.8 million of cash received by the Company is included in your financing cash flows. Also, please clearly disclose in Note 15 how the $.7m of expenses incurred by the shareholders for the Company's benefit are recognized in the Company's financial statements.

COMPANY RESPONSE: In response to
the Staff’s comment, the Company has revised the disclosure on pages  F-46 and  F-65 of the Amendment.

    3.
    Your disclosure on page 239 states that the 2021 and 2022 expense recognized in your financial statements for the services provided by Mr. Siu and Ms. Fong was $200,000 and $240,000, respectively. That amount is consistent with the amount reported on page F-71. However, your page 239 and page F-65 disclosure states that $120,000 of expense was recognized for their services in the 6 months ended June 30, 2023 whereas the directors renumeration amount on page F-46 is zero. Please revise your 2023 Statements of Operations to recognize the $120,000 expense and revise your Statements of Cash Flows to report the $120,000 as a non-cash adjustment within the operating activities section.

COMPANY RESPONSE: In response to
the Staff’s comment, the Company has revised the disclosure on pages F-46 of the Amendment. In addition, the $120,000 expense has previously been recognized in the 2023 Statement of Operations.

General

    4.
    We note your response and revised disclosure to prior comment 6. We further note that on November 7, 2023, A SPAC I Acquisition Corp. received a letter from the Nasdaq stating that the Company no longer complies with the Nasdaq’s continued listing rules due to the Company not having maintained a minimum of 300 public holders. Please update your disclosure and any relevant risk factors to discuss this deficiency letter, the Company's response, and any difficulties the Company may face in maintaining its listed status.

COMPANY RESPONSE: In response to
the Staff’s comment, the Company has revised the disclosure on pages 74-75 of the Amendment.

Please do not hesitate to contact
Giovanni Caruso of Loeb & Loeb LLP at (212) 407-4866 with any questions or comments regarding this letter.

    Sincerely,

    /s/ Giovanni Caruso

    Giovanni Caruso

    Partner

cc: Claudius Tsang

United States securities and exchange commission logo
November 28, 2023
Claudius Tsang
Chief Executive Officer and Chief Financial Officer
A SPAC I Mini Acquisition Corp.
Level 39, Marina Bay Financial Centre
Tower 2, 10 Marina Boulevard
Singapore, 018983
Re:A SPAC I Mini Acquisition Corp.
Amendment No. 1 to Registration Statement on Form F-4
Filed November 14, 2023
File No. 333-275208
Dear Claudius Tsang:
            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 a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our November 8, 2023 letter.
Amendment No. 1 to Registration Statement on Form F-4
Note 8 - Contract Liabilities, page F-58
1.Please revise the line item description from reversal to refund of fees to better reflect the
nature of the amount. In addition, please add narrative disclosure describing the cash
refund of fees and the related facts and circumstances, both under Note 8 - Contract
Liabilities and under Operating activities, page 193.
Note 15, page F-64
2.Your Statement of Cash Flows reports that you received $1,530,872 of cash repayments
from Mr. Siu and Ms. Fong during the 6 months ended June 30, 2023. However, your
response states that the Company only received approximately $.8 million of cash from
them during the 6 months ended June 30, 2023. Please disclose this fact in Note 15 and

 FirstName LastNameClaudius Tsang
 Comapany NameA SPAC I Mini Acquisition Corp.
 November 28, 2023 Page 2
 FirstName LastName
Claudius Tsang
A SPAC I Mini Acquisition Corp.
November 28, 2023
Page 2
revise your Statement of Cash Flows so that only the $.8 million of cash received by the
Company is included in your financing cash flows. Also, please clearly disclose in Note
15 how the $.7m of expenses incurred by the shareholders for the Company's benefit are
recognized in the Company's financial statements.
3.Your disclosure on page 239 states that the 2021 and 2022 expense recognized in your
financial statements for the services provided by Mr. Siu and Ms. Fong was $200,000 and
$240,000, respectively. That amount is consistent with the amount reported on page F-71.
However, your page 239 and page F-65 disclosure states that $120,000 of expense was
recognized for their services in the 6 months ended June 30, 2023 whereas the directors
renumeration amount on page F-46 is zero. Please revise your 2023 Statements of
Operations to recognize the $120,000 expense and revise your Statements of Cash
Flows to report the $120,000 as a non-cash adjustment within the operating activities
section.
General
4.We note your response and revised disclosure to prior comment 6. We further note that on
November 7, 2023, A SPAC I Acquisition Corp. received a letter from the
Nasdaq stating that the Company no longer complies with the Nasdaq’s continued listing
rules due to the Company not having maintained a minimum of 300 public holders. Please
update your disclosure and any relevant risk factors to discuss this deficiency letter, the
Company's response, and any difficulties the Company may face in maintaining its listed
status.
            Please contact Michael Fay at 202-551-3812 or Al Pavot at 202-551-3738 if you have
questions regarding comments on the financial statements and related matters. Please contact
Benjamin Richie at 202-551-7857 or Margaret Schwartz at 202-551-7153 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Giovanni Caruso, Esq.

CORRESP
1
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    Giovanni Caruso
    Direct
    212.407.4866

    Partner
    Main
    212.407.4000

    345 Park Avenue
    Fax
    212.937.3943

    New York, NY 10154
    gcaruso@loeb.com

November 14, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Industrial Applications and Services

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Benjamin Richie

    Margaret Schwartz

    Michael Fay

    Al Pavot

    Re:

    A SPAC I Mini Acquisition Corp.

    Registration Statement on Form F-4

    Filed October 27, 2023

    File No. 333-275208

Ladies and Gentlemen:

On behalf of our client, A
SPAC I Mini Acquisition Corp., a British Virgin Islands business company (the “Company”), we respond to the comments of the
staff of the Division of Corporation Finance of the Commission (the “Staff”) with respect to the above-referenced Registration
Statement on Form F-4 filed on October 27, 2023 (the “Registration Statement”) contained in the Staff’s letter dated
November 8, 2023 (the “Comment Letter”).

The Company has filed via
EDGAR the Amendment No.1 to the Registration Statement on Form F-4 (the “Amendment”), which reflects the Company’s responses
to the comments received by the Staff and certain updated information. For ease of reference, each comment contained in the Comment Letter
is printed in bold below and is followed by the Company’s response. All page references in the responses set forth below refer to
the page numbers in the Amendment.

Registration Statement on Form F-4 Filed
October 27, 2023

Cover Page

    1.
    We note your statement that “[i]f ASCA does not consummate the Business Combination and fails to complete an initial business combination by November 17, 2023, as allowed under its Memorandum and Articles of Association, as amended and restated on October 9, 2023 (the “Existing Charter”), ASCA will be required to dissolve and liquidate.” You note elsewhere, however, that this result will occur “unless [the completion date is] further extended monthly up to April 17, 2024.” Please include this qualification here, and elsewhere, as necessary.

COMPANY RESPONSE: In response
to the Staff’s comment, the Company has revised the disclosure on the Cover Page and page 9 of the Amendment.

Proposal No. 2 - The Acquisition Merger
Proposal

Selected Financial Analyses, page 124

    2.
    We note your response to prior comment 2. On page 121 with respect to the projections you state there is a “significant likelihood that NewGenIvf’s actual results over the time periods and under the scenarios covered by the projections would be materially different” because certain of the factors underlying the estimates and assumptions considered have changed since the projections were prepared. We note that the selected financial analyses referenced the projections and that some of the assumptions used in these selected financial analyses on pages 126-127 appear like they would be affected by the same change in factors you describe with respect to the projections. Therefore, please revise to more definitively state whether, in your view, it is likely that the determination of value on page 127 and related analyses would have been materially different had the change in factors that occurred after their preparation been known at the time of their preparation, or advise.

COMPANY
RESPONSE: In response to the Staff’s comment, the Company has revised the disclosure on pages 77, 121 and 123 of the Amendment.

Financial Statements of NewGenIvf Limited

Unaudited Interim Condensed Consolidated
Statements of Cash Flows, page F-46

    3.
    We note your cash inflows related to amounts with related parties is $1,530,872 for 2023 and on page F-64 the amount is related to Mr. Siu and Ms. Fong. In your prior filing on pages 191 and 235 we note approximately $0.7 million was repaid through June 30, 2023, not $1,530,872. Please clarify for us the reason for the difference between these two amounts.

COMPANY
RESPONSE: The approximately US$0.7 million amount mentioned above is solely
expense in connection with the preparation of the Business Combination paid by Mr. Alfred Siu on behalf of NewGenIvf. The approximately
US$0.8 million further reduction in due from shareholders balance is cash repayment by Mr. Alfred Siu to NewGenIvf, which figure was not
available in the previous filing as interim review was not yet completed.

    4.
    Please revise the June 30, 2023 financial statements to recognize the fair value of the services provided by Alfred Siu and Tina Fong. See our prior comments on this issue. In addition, please clarify your disclosure on pages 227 and 239 to be consistent with the representations made by Mr. Caruso in his September 5, 2023 letter to the staff that these individuals were not paid in cash for their services. Our understanding is that the 2021 and 2022 financial statements include a noncash expense for the value of said services though the total amount recognized in each period is not clear. Further, please file a consent covering the accountants review report on page F-42.

COMPANY
RESPONSE: The June 30, 2023 financial statements have recognized the fair value of the services provided by Alfred Siu and
Tina Fong totaling $120,000 as disclosed on page F-65. Such operating expense is recognized in general and administrative expenses and
credited to amount due from shareholders balance, with no cash settlement.

The Company has also clarified the disclosure
on pages 228 and 239 in response to the Staff’s comment.

In addition, in response to the Staff’s comment, the Company
has filed an acknowledgement letter from WWC, P.C. regarding the use of its review report in the Registration Statement as Exhibit 23.3
to the Amendment.

Note 8 - Contract Liabilities, page F-58

    5.
    We note the reversal in the amount of $1,232,307. Please disclose (i) the reason for the relatively large reversal, (ii) the corresponding credit to your financial statements from this reversal, and (iii) the amount of any cash refunds made to customers.

COMPANY
RESPONSE: In response to the Staff’s comment, NewGenIvf respectfully provides the Staff with the following information
relating to the reversal in contract liabilities: (i) China-based clients who prepaid for surrogacy and ancillary caring services requested
refund of fees so such clients can appoint their own surrogate mothers in countries in which NewGenIvf does not conduct business; acting
in good faith, NewGenIvf sent the funds to accounts dictated by the clients; therefore, NewGenIvf incurred a reversal of $1,232,307 in
contract liabilities and terminated service contracts with those clients; (ii) the corresponding credit was cash and cash equivalents;
and (iii) $1,232,307 were transferred to surrogacy service agents appointed by the respective clients.

    2

General

    6.
    We note the removal of Proposal No. 4 regarding the charter amendment and your amended charter, specifically Regulation 24.5(c), as amended, which no longer requires a net tangible asset requirement of $5,000,0001. Please provide a legal analysis to support your conclusion as stated in your definitive proxy statement filed September 22, 2023, that you may rely on Rule 3a51-1(a)(2) to not be deemed a penny stock issuer. Please note that if the amount in the trust falls below $5,000,001 as a result of redemptions you may no longer meet the Nasdaq listing standards. At that point, it is possible you would become a penny stock. Please revise your risk factor on page 83 and elsewhere as appropriate to clearly discuss the impact that the trust falling below $5,000,001 would have upon your listing on Nasdaq and discuss the consideration given to this possibility in your determination to remove this provision from your charter. Please provide clear disclosure that, as a result of the removal of this provision from your charter, your securities could fall within the definition of penny stock and expand the discussion regarding the risk to you and investors if your securities were to fall within the definition of a penny stock.

COMPANY RESPONSE: In
response to the Staff’s comment, the Company has revised the disclosure on pages 35 and 74-75 of
the Amendment.

As disclosed in ASCA’s IPO prospectus,
because the net proceeds of the IPO were to be used to complete an initial business combination with a target business that had not been
selected at the time of the IPO, ASCA may be deemed to be a “blank check company.” Under Rule 419 of the Securities Act the
term “blank check company” means a company that (i) is a development stage company that has no specific business plan or purpose
or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity
or person; and (ii) is issuing “penny stock,” as defined in Rule 3a51-1 under the Exchange Act.

Historically, SPACs have relied upon
an exclusion to the “penny stock” rules for companies that have net tangible assets of at least $5,000,001 (Rule 3a51-1(g)(1))
(the “NTA Rule”) to avoid being deemed a penny stock issuer. Like many SPACs, ASCA included Regulation 24.5(c) in its charter
in order to ensure that through the consummation of its initial business combination ASCA would not be considered a penny stock issuer
and therefore not a blank check company if no other exemption from the rule was available.

The NTA Rule is one of several exclusions
from the SEC’s “penny stock” rules and ASCA believes that it may rely on another exclusion, which relates to it being
listed on The Nasdaq Stock Market (Rule 3a51-1(a)(2)) (the “Exchange Rule”). The Exchange Rule excludes from the definition
of “penny stock” a security that is registered, or approved for registration upon notice of issuance, on a national securities
exchange, or is listed, or approved for listing upon notice of issuance on, an automated quotation system sponsored by a registered national
securities association, that has established initial listing standards that meet or exceed the criteria set forth in the Exchange Rule.
ASCA’s securities are listed on The Nasdaq Stock Market and have been so listed since the consummation of the IPO. ASCA believes
that The Nasdaq Stock Market has initial listing standards that meet the criteria identified in the Exchange Rule and that it can therefore
rely on the Exchange Rule to avoid being treated as a penny stock. Therefore, the requirement that ASCA would not repurchase public shares
in an amount that would cause the Company’s net tangible assets to be less than $5,000,001 is unnecessary so long as ASCA meets
the requirements of the Exchange Rule.

In addition, no Nasdaq initial or continued
listing standard requires a minimum amount of net tangible assets. Therefore, insuring a certain amount of net tangible assets at the
close of the business combination would not necessarily assist the Company in meeting listing requirements. In fact, the ability to complete
a business combination and remain listed on Nasdaq is enhanced by removal of the NTA Rule since the Company has many more ways to satisfy
the requirement that the Company not be a penny stock post business combination. Therefore, the Company does not believe that complying
with the NTA Rule would benefit it in complying with applicable Nasdaq listing standards.

The Company has revised the disclosure
to discuss the risk to the Company and its investors if the Company no longer meets the Nasdaq listing standards and its securities were
to fall within the definition of a penny stock.

    3

Please do not hesitate to
contact Giovanni Caruso of Loeb & Loeb LLP at (212) 407-4866 with any questions or comments regarding this letter.

    Sincerely,

    /s/ Giovanni Caruso

    Giovanni Caruso

    Partner

cc: Claudius Tsang

4

United States securities and exchange commission logo
November 8, 2023
Claudius Tsang
Chief Executive Officer and Chief Financial Officer
A SPAC I Mini Acquisition Corp.
Level 39, Marina Bay Financial Centre
Tower 2, 10 Marina Boulevard
Singapore, 018983
Re:A SPAC I Mini Acquisition Corp.
Registration Statement on Form F-4
Filed October 27, 2023
File No. 333-275208
Dear Claudius Tsang:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form F-4 filed October 27, 2023
Cover Page
1.We note your statement that "[i]f ASCA does not consummate the Business Combination
and fails to complete an initial business combination by November 17, 2023, as allowed
under its Memorandum and Articles of Association, as amended and restated on October
9, 2023 (the “Existing Charter”), ASCA will be required to dissolve and liquidate." You
note elsewhere, however, that this result will occur "unless [the completion date is] further
extended monthly up to April 17, 2024." Please include this qualification here, and
elsewhere, as necessary.

 FirstName LastNameClaudius Tsang
 Comapany NameA SPAC I Mini Acquisition Corp.
 November 8, 2023 Page 2
 FirstName LastName
Claudius Tsang
A SPAC I Mini Acquisition Corp.
November 8, 2023
Page 2
Proposal No. 2 - The Acquisition Merger Proposal
Selected Financial Analyses, page 124
2.We note your response to prior comment 2. On page 121 with respect to the projections
you state there is a "significant likelihood that NewGenIvf’s actual results over the time
periods and under the scenarios covered by the projections would be materially different"
because certain of the factors underlying the estimates and assumptions considered have
changed since the projections were prepared. We note that the selected financial analyses
referenced the projections and that some of the assumptions used in these selected
financial analyses on pages 126-127 appear like they would be affected by the same
change in factors you describe with respect to the projections. Therefore, please revise to
more definitively state whether, in your view, it is likely that the determination of value on
page 127 and related analyses would have been materially different had the change in
factors that occurred after their preparation been known at the time of their preparation, or
advise.
Financial Statements of NewGenIvf Limited
Unaudited Interim Condensed Consolidated Statements of Cash Flows, page F-46
3.We note your cash inflows related to amounts with related parties is $1,530,872 for 2023
and on page F-64 the amount is related to Mr. Siu and Ms. Fong.  In your prior filing on
pages 191 and 235 we note approximately $0.7 million was repaid through June 30, 2023,
not $1,530,872.  Please clarify for us the reason for the difference between these two
amounts.
4.Please revise the June 30, 2023 financial statements to recognize the fair value of the
services provided by Alfred Siu and Tina Fong. See our prior comments on this issue. In
addition, please clarify your disclosure on pages 227 and 239 to be consistent with the
representations made by Mr. Caruso in his September 5, 2023 letter to the staff that these
individuals were not paid in cash for their services. Our understanding is that the 2021 and
2022 financial statements include a noncash expense for the value of said services though
the total amount recognized in each period is not clear. Further, please file a consent
covering the accountants review report on page F-42.
Note 8 - Contract Liabilities, page F-58
5.We note the reversal in the amount of $1,232,307.  Please disclose (i) the reason for the
relatively large reversal, (ii) the corresponding credit to your financial statements from
this reversal, and (iii) the amount of any cash refunds made to customers.
General
6.We note the removal of Proposal No. 4 regarding the charter amendment and your
amended charter, specifically Regulation 24.5(c), as amended, which no longer requires a
net tangible asset requirement of $5,000,0001. Please provide a legal analysis to support

 FirstName LastNameClaudius Tsang
 Comapany NameA SPAC I Mini Acquisition Corp.
 November 8, 2023 Page 3
 FirstName LastName
Claudius Tsang
A SPAC I Mini Acquisition Corp.
November 8, 2023
Page 3
your conclusion as stated in your definitive proxy statement filed September 22, 2023, that
you may rely on Rule 3a51-1(a)(2) to not be deemed a penny stock issuer. Please note that
if the amount in the trust falls below $5,000,001 as a result of redemptions you may no
longer meet the Nasdaq listing standards. At that point, it is possible you would become a
penny stock. Please revise your risk factor on page 83 and elsewhere as appropriate to
clearly discuss the impact that the trust falling below $5,000,001 would have upon your
listing on Nasdaq and discuss the consideration given to this possibility in your
determination to remove this provision from your charter. Please provide clear disclosure
that, as a result of the removal of this provision from your charter, your securities could
fall within the definition of penny stock and expand the discussion regarding the risk to
you and investors if your securities were to fall within the definition of a penny stock.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Michael Fay at 202-551-3812 or Al Pavot at 202-551-3738 if you have
questions regarding comments on the financial statements and related matters. Please contact
Benjamin Richie at 202-551-7857 or Margaret Schwartz at 202-551-7153 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Giovanni Caruso, Esq.

CORRESP
1
filename1.htm

    Giovanni Caruso

    Partner

    345 Park Avenue

    New York, NY 10154

    Direct    212.407.4866

    Main     212.407.4000

    Fax        212.937.3943

    gcaruso@loeb.com

October 27, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Industrial Applications and Services

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Benjamin Richie

    Margaret Schwartz

    Michael Fay

    Al Pavot

    Re:
    A SPAC I Mini Acquisition Corp.

    Amendment No. 4 to Draft Registration Statement on Form F-4

    Submitted on September 29, 2023

    CIK No. 0001981662

Ladies and Gentlemen:

On behalf of our client,
A SPAC I Mini Acquisition Corp., a British Virgin Islands business company (the “Company”), we respond to the comments of
the staff of the Division of Corporation Finance of the Commission (the “Staff”) with respect to the above-referenced Amendment
No. 4 to Draft Registration Statement on Form F-4 submitted on September 29, 2023 (the “Draft Registration Statement”) contained
in the Staff’s letter dated October 11, 2023 (the “Comment Letter”).

The Company has filed via
EDGAR the Registration Statement on Form F-4 (the “Registration Statement”), which reflects the Company’s responses
to the comments received by the Staff and certain updated information. For ease of reference, each comment contained in the Comment Letter
is printed below and is followed by the Company’s response. All page references in the responses set forth below refer to the page
numbers in the Registration Statement.

Amendment No. 4 to Draft Registration Statement
on Form F-4

Proposal No. 2 - The Acquisition Merger
Proposal

Operational Projections and Assumptions,
page 120

    1.
    We note your disclosure
    that recent developments have caused a significant likelihood that NewGenIvf’s actual results over the time periods and under
    the scenarios covered by the projections would be materially different. We also note that NewGenIvf has not updated its projections
    at this time. In light of these changed circumstances, please explain to us what consideration you have given to requesting that
    NewGenIvf update its projections. In addition, please revise your MD&A to discuss in depth these changes in circumstances. Refer
    to Item 5.A, B and D of Form 20-F. We may have further comment after review of the updated NewGenIvf financial statements that are
    now required.

COMPANY RESPONSE: As disclosed
in the Registration Statement, while presented with numerical specificity, financial projections reflect numerous estimates and assumptions
with respect to general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific
to NewGenIvf’s business, all of which are difficult to predict and many of which are beyond NewGenIvf’s and ASCA’s control.
In addition, NewGenIvf is not under any contractual obligation to update its projections, and does not intend to do so in the future once
it is a publicly reporting company. NewGenIvf prepared the projections for the purposes of developing a valuation in connection with this
business combination.

As such, given the inherent significant
uncertainties, contingencies and continuous developments which may materially affect the financial projections, the Company and NewGenIvf
believe that updating the projections may not be meaningful and therefore, NewGenIvf has not updated its financial projections.

The Company has also revised the disclosure
on pages 53, 77, 120-121 and 183-185 of the Registration Statement in response to the Staff’s comment.

    2.
    We note your statements
here concerning the change in circumstances since the forecasts were prepared. Please revise your Selected Financial Analyses discussion
starting on page 124 to reflect any similar considerations.

COMPANY
RESPONSE: In response to the Staff’s comment, the Company has revised the disclosure on page 124 of
the Registration Statement.

Unaudited Pro Forma Condensed Combined
Financial Statements, page 198

    3.
    We note your expanded
disclosure in response to prior comment 4. Please also (i) quantify the number of outstanding warrants and any other securities that
were not included in the computation of diluted EPS because to do so would have been antidilutive and (ii) disclose in adjustment (EE)
the pertinent terms of the warrants and any other securities (e.g., exercise prices, exercisability provisions, expiration dates, terms,
etc.).

COMPANY
RESPONSE: In response to the Staff’s comment, the Company has revised the disclosure on pages 206 and 208 of the
Registration Statement.

    4.
    We note your revised
disclosure in response to prior comment 5. Please also address whether the Earnout Shares will result in the recognition of a financial
instrument that is classified as a liability recognized at fair value with changes in fair value reflected in earnings or a financial
instrument classified as equity with no subsequent remeasurement. Provide us any additional analysis to support your accounting and any
related pro forma adjustments. If you do not believe a pro forma adjustment or accounting recognition is required for the Earnout Shares,
describe this reasoning, accordingly.

COMPANY
RESPONSE: In response to the Staff’s comment, the Company has revised the disclosure on pages 200, 206 and 208 of the
Registration Statement.

The
Earnout Shares will be recognized at fair value upon the closing of the Business Combination and classified in stockholders’ equity
since the Earnout Shares are indexed to the Company’s own stock and meet all requirements for equity classification per ASC 815-40,
Contracts in Entity’s Own Equity. Because the Business Combination is accounted for as a reverse recapitalization, the issuance
of the Earnout Shares will be treated as a deemed dividend and since the Company does not have retained earnings, the issuance will be
recorded within additional-paid-in-capital and have a net nil impact on additional-paid-in-capital. The unaudited pro forma condensed
combined financial statements do not reflect pro forma adjustments related to the recognition of the Earnout Shares because there is
no net impact on stockholders’ equity on a pro forma combined basis.

    2

Financial Statements of NewGenIvf Limited

Consolidated Balance Sheets, page F-44

    5.
    We note your revised
disclosure in response to prior comment 6 that the dividends remain subject to the discretion of and approval by the board of directors
and shareholders of NewGenIvf after their review of all relevant circumstances including NewGenIvf’s financial results for the
period ended and as of June 30, 2023. This new disclosure appears inconsistent with your prior representation that the $.7 million dividend
had already been approved by the Board of Directors of NewGenIvf. It also remains unclear how Board approval is substantially different
from shareholder approval since both groups appear to be controlled by Mr. Siu and his spouse. Please revise as previously requested.

COMPANY
RESPONSE: In response to the Staff’s comment, the Company has revised the disclosure on pages 192 and 239 of
the Registration Statement.

Exhibits

    6.
    Please revise to ensure
    each exhibit is text-searchable. Refer to Item 301 of Regulation ST.

COMPANY RESPONSE: In response
to the Staff’s comment, the Company has ensured that each exhibit filed with the Registration Statement is text-searchable.

Please do not hesitate to
contact Giovanni Caruso of Loeb & Loeb LLP at (212) 407-4866 with any questions or comments regarding this letter.

    Sincerely,

    /s/ Giovanni
    Caruso

    Giovanni Caruso

    Partner

cc: Claudius Tsang

3

United States securities and exchange commission logo
October 11, 2023
Claudius Tsang
Chief Executive Officer and Chief Financial Officer
A SPAC I Mini Acquisition Corp.
Level 39, Marina Bay Financial Centre
Tower 2, 10 Marina Boulevard
Singapore, 018983
Re:A SPAC I Mini Acquisition Corp.
Amendment No. 4 to Draft Registration Statement on Form F-4
Submitted on September 29, 2023
CIK No. 0001981662
Dear Claudius Tsang:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Amendment No. 4 to Draft Registration Statement on Form F-4
Proposal No. 2 - The Acquisition Merger Proposal
Operational Projections and Assumptions, page 120
1.We note your disclosure that recent developments have caused a significant likelihood
that NewGenIvf's actual results over the time periods and under the scenarios covered by
the projections would be materially different. We also note that NewGenIvf has not
updated its projections at this time. In light of these changed circumstances, please explain
to us what consideration you have given to requesting that NewGenIvf update its
projections. In addition, please revise your MD&A to discuss in depth these changes in
circumstances. Refer to Item 5.A, B and D of Form 20-F. We may have further comment
after review of the updated NewGenIvf financial statements that are now required.

 FirstName LastNameClaudius Tsang
 Comapany NameA SPAC I Mini Acquisition Corp.
 October 11, 2023 Page 2
 FirstName LastName
Claudius Tsang
A SPAC I Mini Acquisition Corp.
October 11, 2023
Page 2
2.We note your statements here concerning the change in circumstances since the forecasts
were prepared. Please revise your Selected Financial Analyses discussion starting on page
124 to reflect any similar considerations.
Unaudited Pro Forma Condensed Combined Financial Statements, page 198
3.We note your expanded disclosure in response to prior comment 4. Please also (i) quantify
the number of outstanding warrants and any other securities that were not included in the
computation of diluted EPS because to do so would have been antidilutive and (ii)
disclose in adjustment (EE) the pertinent terms of the warrants and any other securities
(e.g., exercise prices, exercisability provisions, expiration dates, terms, etc.).
4.We note your revised disclosure in response to prior comment 5. Please also address
whether the Earnout Shares will result in the recognition of a financial instrument that
is classified as a liability recognized at fair value with changes in fair value reflected in
earnings or a financial instrument classified as equity with no subsequent
remeasurement. Provide us any additional analysis to support your accounting and any
related pro forma adjustments. If you do not believe a pro forma adjustment or accounting
recognition is required for the Earnout Shares, describe this reasoning, accordingly.
Financial Statements of NewGenIvf Limited
Consolidated Balance Sheets, page F-44
5.We note your revised disclosure in response to prior comment 6 that the dividends remain
subject to the discretion of and approval by the board of directors and shareholders of
NewGenIvf after their review of all relevant circumstances including NewGenIvf’s
financial results for the period ended and as of June 30, 2023. This new disclosure appears
inconsistent with your prior representation that the $.7 million dividend had already been
approved by the Board of Directors of NewGenIvf. It also remains unclear how Board
approval is substantially different from shareholder approval since both groups appear to
be controlled by Mr. Siu and his spouse. Please revise as previously requested.
Exhibits
6.Please revise to ensure each exhibit is text-searchable. Refer to Item 301 of Regulation S-
T.

 FirstName LastNameClaudius Tsang
 Comapany NameA SPAC I Mini Acquisition Corp.
 October 11, 2023 Page 3
 FirstName LastName
Claudius Tsang
A SPAC I Mini Acquisition Corp.
October 11, 2023
Page 3
            Please contact Michael Fay at 202-551-3812 or Al Pavot at 202-551-3738 if you have
questions regarding comments on the financial statements and related matters. Please contact
Benjamin Richie at 202-551-7857 or Margaret Schwartz at 202-551-7153 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Giovanni Caruso, Esq.

United States securities and exchange commission logo
September 20, 2023
Claudius Tsang
Chief Executive Officer and Chief Financial Officer
A SPAC I Mini Acquisition Corp.
Level 39, Marina Bay Financial Centre
Tower 2, 10 Marina Boulevard
Singapore, 018983
Re:A SPAC I Mini Acquisition Corp.
Amendment No. 3 to Draft Registration Statement on Form F-4
September 6, 2023
CIK No. 0001981662
Dear Claudius Tsang:
            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 30, 2023 letter.
Amendment No. 3 to Draft Registration Statement on Form F-4
Summary of the Proxy Statement/Prospectus
Summary Risk Factors, page 32
1.Per comment 6 of the Division of Corporation Finance’s Sample Letter to China Based
Companies issued by the Staff in December 2021, please revise to reinstate your
disclosure on page 35 that the Chinese government 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 the securities you are
registering.  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

 FirstName LastNameClaudius Tsang
 Comapany NameA SPAC I Mini Acquisition Corp.
 September 20, 2023 Page 2
 FirstName LastNameClaudius Tsang
A SPAC I Mini Acquisition Corp.
September 20, 2023
Page 2
investment in China-based issuers could significantly limit, not just limit, or completely
hinder, not just hinder, your ability to offer or continue to offer securities to investors and
also cause the value of such securities to significantly decline or be worthless.
Additionally, please make conforming changes to the risk factor beginning on page 84.
Risk Factors
Risks Related to the Potential Impact of PRC Laws and Regulations on NewGenIvf’s
Subsidiaries’ Business, page 35
2.We note, in response to our previous comment 1, your updated risks relating to the PRC's
laws and regulations.  We also note your statement that "it is possible that all the legal and
operational risks associated with being based in and having operations in mainland China
may also apply to operations in Hong Kong in the future."  Please revise to remove this
statement and clarify that certain legal and operational risks associated with mainland
China also apply to operations based in Hong Kong.
Proposal No. 2 — The Acquisition Merger Proposal
Interests of Certain Persons in the Business Combination, page 128
3.We note your response to previous comment 7 and reissue in part.  Please revise to further
discuss the details of how each board member considered their obligations and conflicts of
interest in negotiating and recommending the business combination.  For example,
consider disclosing how the board weighed the conflicts of interest against the perceived
benefits of the transaction.  We also note Seazen's continued involvement throughout the
negotiation and recommendation process.  Please clarify the reasoning behind Seazen's
presence at certain negotiations and discussions and what value they provided to ASCA
and NewGenIvf in these processes.
Unaudited Pro Forma Condensed Combined Financial Statements, page 196
4.Please expand note (EE) on page 202 to disclose any securities that were not included in
the computation of diluted EPS because to do so would have been antidilutive.  Include
any explanatory footnotes to these securities, as necessary.
5.Please disclose your pro forma accounting for the Earnout Shares.  Provide us any
additional analysis of your accounting, as necessary.
Financial Statements of NewGenIvf Limited
Consolidated Balance Sheets, page F-44
6.We have reviewed your revised disclosure in response to prior comment 10, which only
addressed part of the prior comment.  As previously set forth, we note that $0.7 million of
the amount owed by Mr. Siu and his spouse can be offset by dividends that have already
been approved by NewGenIvf’s Board -- which they presumably control as principal
shareholders.  Consequently, it appears that the $.7 million should be accounted for as a
capital distribution and deducted from equity instead of as an asset.  Please revise your

 FirstName LastNameClaudius Tsang
 Comapany NameA SPAC I Mini Acquisition Corp.
 September 20, 2023 Page 3
 FirstName LastName
Claudius Tsang
A SPAC I Mini Acquisition Corp.
September 20, 2023
Page 3
presentation of this amount (i.e., in your consolidated balance sheets, consolidated
statements of changes in shareholders' equity, disclosures, pro forma financial statements,
etc.), accordingly.  Refer to SAB Topic 4:G, by analogy.
Consolidated Statements of Operations and Comprehensive Income, page F-45
7.We have reviewed your response to prior comment 12 and note, in part, that Mr. Siu Wing
Fung, Alfred and Ms. Fong Hei Yue, Tina, your CEO and CMO, have not received any
taxable salary.  As set forth in SAB Topics 1:B and 5.T., we believe financial statements
should reflect the costs of doing business.  We believe the substance of these principal
shareholders not receiving compensation for their time and effort as CEO and CMO is
making a capital contribution to NewGenIvf Limited and receiving the contribution as
compensation.  As noted on page F-67, "Mr. Siu Wing Fung, Alfred and Ms. Fong Hei
Yue, Tina, who are the directors and controlling shareholders of the Company, devoted
their time and effort to operate the Company and its subsidiaries."  Please revise
NewGenIvf’s financial statements to reflect the estimated value of the services provided
by these executive officers for the relevant periods presented, recorded as an operating
expense and additional paid-in capital.  Explain to us your method for estimating fair
value including your consideration of the compensation paid by similar companies for
equivalent executive services.  For example, the executive compensation paid by the 3
comparable companies you identified on page 116 would appear relevant to this analysis.
            You may contact Michael Fay at 202-551-3812 or Al Pavot at 202-551-3738 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Benjamin Richie at 202-551-7857 or Margaret Schwartz at 202-551-7153 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Giovanni Caruso, Esq.

United States securities and exchange commission logo
August 30, 2023
Claudius Tsang
Chairman, Chief Executive Officer and Chief Financial Officer
ASPAC I Mini Acquisition Corp.
Level 39, Marina Bay Financial Centre
Tower 2, 10 Marina Boulevard
Singapore, 018983
Re:ASPAC I Mini Acquisition Corp.
Amendment No. 2 to Draft Registration Statement on Form F-4
Submitted on August 15, 2023
CIK No. 0001981662
Dear Claudius Tsang:
            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. 2 to Draft Registration Statement on Form F-4
Summary of the Proxy Statement/Prospectus, page 20
1.We note your revised disclosure in response to comment 3, which we reissue in part.  Per
the last sentence of comment 2 of the Division of Corporation Finance's Sample Letter to
China Based Companies issued by the Staff in December 2021, please revise the
Summary to address the legal and operational risks highlighted on the cover page,
including whether these risks could result in a material change in your operations and/or
the value of the securities you are registering for sale or 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.  Additionally,

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disclose in the Summary, not just the cover page, that regulatory actions related to data
security or anti-monopoly concerns in Hong Kong or Macau specifically have or may
impact NewGenIvf’s ability to conduct its business, accept foreign investments, or list on
a U.S. or foreign exchange.  Please further clarify that the legal and operational risks
associated with China also apply to operations in Hong Kong.  Here or elsewhere, provide
more detail regarding the application of China's Basic Law's Annex III, as it applies to
Hong Kong.
2.We note your response to comment 4 and your statement on page 36: "In the event that
the Trial Measures are applicable to NewGenIvf or its subsidiaries, if NewGenIvf or its
subsidiaries: (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 NewGenIvf and/or
NewGenIvf’s subsidiaries are required to obtain such permissions or approvals in the
future, the relevant governmental authorities would have broad discretion in dealing with
such violation...."  Please expand this disclosure to discuss all permissions or approvals
that may be required from Chinese authorities to operate NewGenIvf's business and to
offer the securities being registered to foreign investors, not just with respect to the Trial
Measures.
Risk Factors, page 40
3.It appears that NewGenIvf has recently restated its financial statements.  Please add risk
factor disclosure regarding the risks associated with this restatement.
Proposal No. 2 - The Acquisition Merger Proposal
Background of the Business Combination, page 104
4.We note your response to comment 8 and reissue in part.  Please provide more detail
regarding the process of narrowing the original 20 potential target companies to 10
potential targets and again to four candidates, to include NewGenIvf.
5.To the extent that any persons associated with Seazen Resources Investment Limited were
involved in the negotiations and discussions with NewGenIvf please revise to describe
this involvement.
Operational Projections and Assumptions, page 114
6.In response to prior comment 11 you set forth that the Updated Model projections were
originally prepared based on NewGenIvf’s revenue recognition policy [...] in accordance
with U.S. GAAP.  Therefore, the projections were originally based on a revenue
recognition policy that differed from the method employed by WWC, P.C.  Subsequent to
the issuance of the fairness opinion by IJW, NewGenIvf prepared a further updated
version of the projections that is consistent with WWC, P.C.’s approach towards revenue
recognition (“Final Model”).  The projections in the Final Model deferred revenue in
accordance with the revenue recognition policy used by NewGenIvf in its financial

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statements....  Please clarify (i) what you mean by a revenue recognition policy employed
by WWC, P.C. and (ii) whether the revenue recognition policy currently underlying the
projections complies with U.S. GAAP and is the same revenue recognition policy as
applied in the 2022 and 2023 financial statements.
Interests of Certain Persons in the Business Combination, page 124
7.We note your revised disclosure to comment 13 and reissue the comment.  Please state
whether any ASCA director disclosed any interest in the potential business combination
with NewGenIvf as it was being put forth to the board of directors.  Additionally, in
general, please revise to clarify how each board member considered their obligations and
conflicts of interest in discovering, negotiating, and recommending the business
combination.
Material U.S. Federal Income Tax Consequences, page 134
8.We note your response to comment 14.  While you have deleted the tax consequences to
NewGenIVF shareholders, your discussion under "U.S. Federal Income Tax
Consequences of the Reincorporation Merger to U.S. Holders" continues to state that "if
the Reincorporation Merger qualifies as a “reorganization” under the provisions of Section
368 of the Code, and provided that it is not treated as an indirect stock transfer, a U.S.
Holder that exchanges its ASCA securities pursuant to the Reincorporation Merger should
not recognize gain or loss on the exchange of ASCA securities for PubCo securities" and
"[i]f the Reincorporation Merger fails to qualify as a “reorganization” within the meaning
of Section 368 of the Code, and subject to the PFIC rules discussed below under the
heading “— Passive Foreign Investment Company Status,” a U.S. Holder that exchanges
its ASCA securities for PubCo securities in the Reincorporation Merger will recognize
gain or loss…."  As a result, it appears that tax consequences may be material to
shareholders.  A tax opinion must be filed whenever the tax consequences of a transaction
are material to an investor and a representation as to tax consequences is set forth in the
filing.  Please file a tax opinion as an exhibit to the filing.
Revenue, page 177
9.We have reviewed your revised disclosure in response to prior comment 17.  Please
quantify the actual impact of sales price changes and of foreign currency rate fluctuations
on your 2021 versus 2022 revenue variances.  Also address the reason for the increase in
revenue per customer. Quantify any material change in the numbers of medical services
performed in each period and correlate that change to the revneue variance.  See the
guidance in Item 5.A. of Form 20-F.
Liquidity and Capital Resources, page 182
10.We have reviewed your revised disclosure in response to prior comments 18 and 25, and
note that $0.7 million of the amount owed by Mr. Siu and his spouse can be offset by

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dividends that have already been approved by NewGenIvf's Board -- which they
presumably control as principal shareholders.  Consequently, it appears that the $.7
million should be accounted for as a capital distribution and deducted from equity instead
of as an asset.  Please revise your presentation of these amounts so they are a deduction
from shareholders' equity.  Refer to SAB Topic 4:G, by analogy.  In addition, please
revise your disclosure to state the date that the other $.7 million amount was repaid in
cash.  We may have further comments after the repayment agreement is filed.
Unaudited Pro Forma Condensed Combined Financial Statements, page 189
11.We note in response to prior comment 19 you have presented a pro forma balance sheet as
of March 31, 2023.  Please remove the pro forma balance sheet as of December 31, 2022.
As it relates to the March 31, 2023 pro forma balance sheet, please change the label from
total shareholder's equity to total shareholders' equity (deficit) and put parenthesis around
the $4,895,364.  In addition, please provide pro forma statement of operations for the
interim period through March 31, 2023, or any updated period provided in the filing.
Refer to Rule 11-02(c)(2) of Regulation S-X.
Compensation of Directors and Executive Management, page 216
12.In response to prior comment 21 we note revised disclosure that "none of Mr. Siu, Wing
Fung Alfred, Ms. Fong, or Hei Yue Tina received any compensation for their respective
services for the years ended December 31, 2021 and 2022."  We also note that these
individuals holder officer positions, including Chief Executive Officer and Chief
Marketing Officer.  Please revise NewGenIvf's financial statements to reflect the value of
the services provided by these executive officers for the years presented, recorded as an
operating expense and additional paid-in capital.  Refer to SAB Topic 1:B and 5.T.
13.Please disclose the page 216 compensation amounts in US dollars.  Also, if you expect
that the compensation amounts disclosed herein may change significantly after
consummation of the Business Combination, then please disclose this uncertainty in a risk
factor, and in a note to the pro forma financial statements, and in MD&A.
Security Ownership of Certain Beneficial Owners and Management, page 222
14.Please revise your disclosure to identify the natural person or persons who have voting
and/or investment control of the shares held by Seazen Resources Investment Limited on
page 223.

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            You may contact Michael Fay at 202-551-3812 or Al Pavot at 202-551-3738 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Benjamin Richie at 202-551-7857 or Margaret Schwartz at 202-551-7153 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Giovanni Caruso, Esq.

United States securities and exchange commission logo
August 9, 2023
Claudius Tsang
Chairman, Chief Executive Officer and Chief Financial Officer
ASPAC I Mini Acquisition Corp.
Level 39, Marina Bay Financial Centre
Tower 2, 10 Marina Boulevard
Singapore, 018983
Re:ASPAC I Mini Acquisition Corp.
Amendment No. 1 to Draft Registration Statement on Form F-4
Submitted on July 25, 2023
CIK No. 0001981662
Dear Claudius Tsang:
            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 on Form F-4
Cover Page
1.We note your response to comment number 1 but note that below these changes, the
disclosure still states that the relative percentages assume that none of ASCA's existing
public shareholders exercise their redemption rights.  Please reconcile this statement with
the previous assumptions or advise.
2.We note your response to comment number 42.  Please revise to include the disclosure
required by comment 4 of the Division of Corporation Finance's Sample Letter to China-
Based Companies issued by the Staff in December 2021 (the "Dear Issuer Letter")

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by providing a description of how cash is transferred through NewGenIvf's organization
and disclose your intentions to distribute earnings.  State whether any transfers, dividends,
or distributions have been made to date between the holding company, its subsidiaries, or
to investors, and quantify the amounts where applicable.  Provide a cross-reference to the
consolidated financial statements.
Summary of the Proxy Statement/Prospectus, page 17
3.We note that in response to comment 2 of the Dear Issuer Letter you provided disclosure
on the cover page concerning the legal and operational risks associated with being based
in or having the majority of the company's operations in China.  Per the last sentence of
comment 2, please revise the Summary to address the risks highlighted on the cover page.
Also disclose on the cover page and in the Summary that regulatory actions related to data
security or anti-monopoly concerns in Hong Kong or Macau specifically have or may
impact NewGenIvf's ability to conduct its business, accept foreign investments, or list on
a U.S. or foreign exchange.
4.Please revise to include the disclosure required by comment 8 of the Dear Issuer letter by
disclosing each permission or approval that NewGenIvf or its subsidiaries are required to
obtain from Chinese authorities to operate its business and to offer the securities being
registered to foreign investors.  We note the cover page refers to permissions and filings
related to listing on a U.S. securities exchange and consummating this offering but not
permissions and approvals related to operating NewGenIvf's business, and no such
disclosure appears in this Summary section.  Revise to state whether NewGenIvf or its
subsidiaries are covered by permissions requirements from the China Securities
Regulatory Commission (CSRC), Cyberspace Administration of China (CAC) or any
other governmental agency that is required to approve its operations, and state
affirmatively whether it have received all requisite permissions or approvals and whether
any permissions or approvals have been denied.  Please also describe the consequences to
NewGenIvf and your investors if it or its subsidiaries: (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 it
is required to obtain such permissions or approvals in the future.
5.Please revise to include the disclosure required by comment 9 of the Dear Issuer Letter by
providing a clear description of how cash is transferred through NewGenIvf's
organization.  Disclose your intentions to distribute earnings.  Quantify any cash flows
and transfers of other assets by type that have occurred between the holding company and
its subsidiaries, and direction of transfer.  Quantify any dividends or distributions that a
subsidiary have made to the holding company and which entity made such transfer, and
their tax consequences.  Similarly quantify dividends or distributions made to U.S.
investors, the source, and their tax consequences.  Your disclosure should make clear if no
transfers, dividends, or distributions have been made to date.  Describe any restrictions on
foreign exchange and NewGenIvf's ability to transfer cash between entities, across

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borders, and to U.S. investors.  Describe any restrictions and limitations on NewGenIvf's
ability to distribute earnings from the company, including your subsidiaries, to the parent
company and U.S. investors.
Risk Factors
Risks Related to NewGenIvf's Business and Industry
The defects in certain leased property interests and failure to register certain lease agreements
may materially and adversely affect..., page 45
6.We note your revised disclosure on page 45 in response to comment number 6 regarding
the potential imprisonment of First Fertility PGS Center's directors due to non-compliance
with Thai law.  We also note your disclosure on pages 109 and 145 indicating that the IVF
treatment operations in Thailand and Cambodia are the main contributors to IVF treatment
income.  Within this risk factor, please provide further detail regarding the potential
impact the loss of certain or all of the First Fertility PGS Center's directors would have
on NewGenIvf’s business, results of operations and financial condition.
Risks Related to the Potential Impact of PRC Laws and Regulations on NewGenIvf's
Subsidiaries' Business
If NewGenIvf and/or NewGenIvf's subsidiaries were to be required to obtain any permission or
approval from or complete any filing..., page 76
7.Please revise to provide risk factor disclosure to explain whether there are any
commensurate laws or regulations in Hong Kong or Macau which result in oversight over
data security and explain how this oversight impacts NewGenIvf's business and the
offering and to what extent the company believes that it is compliant with the regulations
or policies that have been issued.
Background of the Business Combination, page 98
8.We note your response to comment number 11 and reissue in part.  Please provide more
detail regarding the process of narrowing the original 20 potential target companies to 10
potential targets and again to four candidates, to include NewGenIvf.  Please also provide
more detail regarding the initial criteria that was considered and found in favor of a
potential business combination with NewGenIvf.  Finally, please clarify that NewGenIvf
was not a potential target company that the ASCA representatives, management and/or
board engaged with until after the other potential target companies were determined to not
be viable for a potential business combination.
9.We note your revised disclosure in response to comment number 14 and reissue in part.
On page 102, you state that "a version of the model that used market data as of
November 30, 2022 and that incorporated assumptions and inputs provided by
NewGenIvf was circulated to ASCA" and that "the final version of the model incorporated
market data from December 2022."  Please revise to clarify whether the model you are
referring to is that described in the "Operational Projections and Assumptions" section, the

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relevant market data considered as of the particular dates, and, if this model is different
from the projections described in the "Operational Projections and Assumptions"
section, specify the assumptions and inputs provided.
Selected Public Companies Analysis, page 105
10.We note your revised disclosure in response to comment number 19 and reissue in part.
Please disclose, including by using quantitative metrics, the criteria IJW used to select
comparable companies and revise to explain the challenges applying this analysis to
NewGenIvf and its enterprise valuation of $60 million presented by the board in the initial
negotiations.
Operational Projections and Assumptions, page 107
11.We have reviewed your response and revised disclosure in response to prior comment 21
and have the following comments:
•Your methodology for projecting 2024 revenue based on a change in revenue
recognition policy does not appear appropriate, in part, since you have not identified
any specific changes that you intend to make nor have you provided any analysis of
these changes under ASC 606.  Please revise your projections so they are on a basis
consistent with 2023; and
•Provide us an analysis of Non-GAAP Financial Measures Compliance and Disclosure
Interpretations 101.01 and 101.03.
12.We note the below statements on pages 107 and 108 regarding your projections.
However, we also note significant changes to 2023 projected revenue, gross profit, gross
profit margin, selling & marketing expense, general & administrative expense, etc., when
compared to your prior submission.  We also note a decrease in 2024 projected general
& administrative expense, when also compared to your prior submission.  Please explain
to us in detail all of these changes and also explain whether all of your disclosure related
to projections is appropriate and accurate.
•The projections and the assumptions underlying them reflect the opinion of
NewGenIvf’s management, based on NewGenIvf’s business plans at the time the
projections were prepared, which was in December 2022 to January 2023, taking into
account the risks and uncertainties of NewGenIvf’s business, but there can be no
assurance that these projections will be realized or that actual results will not be
significantly higher or lower than projected.  The projections and underlying
assumptions do not take into account any circumstances or events occurring after the
date they were prepared.
•The financial projections were prepared by NewGenIvf as of December 31, 2022 and
do not take into account any circumstances or events occurring after December 31,
2022, the date they were prepared.

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Interests of Certain Persons in the Business Combination, page 116
13.We note your revised disclosure relating to comment number 23 and ASCA's belief that
"the potential conflict of interest relating to the waiver of the corporate opportunities
doctrine ... did not impact its search for an acquisition target..."  Please clarify how the
board considered these certain obligations and conflicts of interest in negotiating and
recommending the business combination.
Material U.S. Federal Income Tax Consequences, page 126
14.We note your response to comment number 24 and your disclosure that the transaction
should qualify as a "reorganization" within the meaning of Section 368 and no gain or loss
generally should be recognized by U.S. Holders.  As a result, it appears that tax
consequences may be material to shareholders.  A tax opinion must be filed whenever the
tax consequences of a transaction are material to an investor and a representation as to tax
consequences is set forth in the filing.  Please file a tax opinion as an exhibit to the filing.
Refer to Item 601(b)(8) of Regulation S-K and, for guidance, Section III.A.2 of Staff
Legal Bulletin No. 19.  If there is a lack of authority directly addressing the tax
consequences of the transaction, conflicting authority or significant doubt about the tax
consequences you may issue a “should” or “more likely than not” opinion to make clear
that the opinion is subject to a degree of uncertainty.  Refer to Staff Legal Bulletin No. 19,
Section III.C.4.  Additionally, please delete the disclaimer on page 136 that the summary
of material tax considerations is provided for general information only as such statement
implies that investors are not entitled to rely on the disclosure in your registration
statement.
Competitive Strengths, page 146
15.We note your revised disclosure relating to your "many" fertility service agents in China
and India on page 147.  Please revise to quantify the number of agents you contract with.
We further note that, based on your table on page 158, in 2022, 199 customers held
passports from China and India.  Please revise your disclosure to provide more detail
regarding how these service agents are contracted internationally, the process for agents to
refer prospective clients, and the percentage of customers from India or China that rely on
such an agent's promotional information. Please also revise to provide the term and
termination provisions of the agreements with these agents.
Government Regulation, page 161
16.We note your response to comment 29.  Previously you disclosed that countries impose
licensing requirements on tourism services providers but NewGenIvf does not believe that
the nature of its services requires it to be licensed under applicable law.  This statement
was deleted and replaced with disclosure concerning Thailand’s tourism regulations.
Please revise to describe the licensing requirements under the laws of the other
jurisdictions in which you operate, or advise.

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Revenue, page 170
17.Please quantify the impact of sales price changes and of foreign currency rate fluctuations
on your revenue variances. Disclose also the changes in new customers and average
revenue per customer between periods. See the guidance in Item 5.A. of Form 20-F.
Liquidity, page 175
18.Please clearly disclose in this section that all of NewGenIvf's 2021 and 2022 operating
cash flows were distributed to its primary shareholders (page F-44). Disclose the business
purpose of these distributions and how this use of cash is consistent with the statement on
page 45 that "NewGenIvf requires a significant amount of capital to fund its operations
and growth". Also, please disclose whether Mr. Siu and Ms. Fong intend to repay the $2.2
million that they owe if you fall under the maximum redemption scenario since otherwise
you will have a $2 million cash deficit (page 184).
Unaudited Pro Forma Condensed Combined Financial Statements, page 182
19.We have reviewed your response to prior comment 30.  Please revise your pro forma
financial statements to present a pro forma balance sheet as of the end of the most recent
period for which one is included for A SPAC I in your filing, and to present a pro forma
statements of operations for A SPAC I’s year ended December 31, 2022 and the
subsequent interim period. See the guidance in Article

United States securities and exchange commission logo
July 13, 2023
Claudius Tsang
Chairman, Chief Executive Officer and Chief Financial Officer
ASPAC I Mini Acquisition Corp.
Level 39, Marina Bay Financial Centre
Tower 2, 10 Marina Boulevard
Singapore, 018983
Re:ASPAC I Mini Acquisition Corp.
Draft Registration Statement on Form F-4
Submitted on June 16, 2023
CIK No. 0001981662
Dear Claudius Tsang:
            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 F-4 submitted on June 16, 2023
Cover Page
1.We note that the ownership percentages presented continue to assume no exercise of
redemption rights by ASCA's shareholders.  Tell us why you believe this assumption is
reasonable, given that 3,272,305 Class A ordinary shares were tendered for redemption as
of February 14, 2023.

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Questions and Answers About the Proposals, page 5
2.We note your disclosure on pages 172 and 173 related to the differences between your
public and private warrants. In this section and your risk factor section, please highlight
the material risks to public warrant holders, including those arising from these differences
between private and public warrants. Clarify whether recent common stock trading prices
exceed the threshold that would allow the company to redeem public warrants. Clearly
explain the steps the company will take to notify all shareholders, including beneficial
owners, regarding when the warrants become eligible for redemption.
Q: What is the consideration being paid to NewGenIvf security holders?, page 6
3.Please revise to describe the earnout shares mentioned here.
Q: Do any of ASCA's directors or officers have interests that may conflict with my interests with
respect to the Business Combination?, page 7
4.Please quantify the aggregate dollar amount of what the sponsor and its affiliates have at
risk that depends on completion of the business combination, including any loans
extended, fees due and out-of-pocket expenses for which the sponsor and its affiliates are
awaiting reimbursement. Provide similar disclosure for the company’s officers and
directors, if material. We note, for example, the Working Capital Loans, Prior Notes and
the June Note payable to the sponsor.
Risk Factors, page 31
5.Based on your statement on page 141 it appears you do not currently have nor historically
had professional malpractice liability insurance. You state that “NewGenIvf is in the
process of purchasing and will maintain professional malpractice liability insurance for its
physicians and nurses.” Please revise to include a risk factor describing the risks related to
not currently or historically having professional malpractice liability insurance and any
failure to obtain it now.

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Risks Related to NewGenIvf's Business and Industry
The defects in certain leased property interests and failure to register certain lease agreements
may materially and adversely affect..., page 40
6.We note your statement that with respect to certain of your leased premises the lessors did
not have or provide NewGenIvf with property ownership certificates or other documents
evidencing their rights to lease such premises to NewGenIvf and NewGenIvf may be
subject to challenges, lawsuits, or other actions taken against NewGenIvf with respect to
these premises. We also note your statement that NewGenIvf has also not registered some
of NewGenIvf’s lease agreements with the relevant government authorities and therefore
the enforceability of the lease of property may therefore be subject to restrictions under
relevant laws and regulations. Please revise to state which leased premises this disclosure
applies to. If possible, please revise to quantify a range of financial loss that may occur as
a result of these types of actions being brought against NewGenIvf.
Risks Related to NewGenIvf's Relationships with Third Parties
The medical facilities and professionals in NewGenIvf's network could become the subject of
litigation, allegations and other claims..., page 42
7.Please revise to further explain the following statement: “The medical facilities in
[NewGenIvf's] network provide space to physicians and medical professionals outside its
network to provide services to patients, including its clients or clients from other facilities
in its network.”
Certain data and information in this proxy statement/prospectus relied on NewGenIvf were
obtained from third-party data and polls..., page 44
8.We note the following statement on page 44: “NewGenIvf believes that the data and
information, and reports contained therein is generally believed to be reliable, but
NewGenIvf does not guarantee the accuracy and completeness of such
information.” Please delete or revise this disclosure, as it is inappropriate to disclaim
responsibility for the information you choose to provide in your prospectus.
Risks Related to Government Regulation
NewGenIvf operates in a highly regulated industry and must comply with a significant number
of complex and evolving requirements..., page 44
9.We note the following statement: “Despite NewGenIvf’s security management
efforts…its infrastructure, data or other operation centers and systems used in its business
operations, including the internet and related systems of its vendors (including vendors to
whom NewGenIvf outsources data hosting, storage and processing functions) are
vulnerable to, and from time to time experience, unauthorized access to data and/or
breaches of confidential information due to a variety of causes.” Please revise to describe
these breaches.

 FirstName LastNameClaudius Tsang
 Comapany NameASPAC I Mini Acquisition Corp.
 July 13, 2023 Page 4
 FirstName LastName
Claudius Tsang
ASPAC I Mini Acquisition Corp.
July 13, 2023
Page 4
The Meeting
Redemption Rights, page 73
10.We note that the book values in your sensitivity analysis on page 74 remain constant
for each of the possible sources of dilution presented in the columns. Please explain how
you calculated the book values for each of the columns. Please also revise this analysis to
disclose all possible sources and extent of dilution that non-redeeming shareholders may
experience in connection with the business combination. Provide disclosure of the impact
of each significant source of dilution, including the amount of equity held by founders,
convertible securities, including warrants retained by redeeming shareholders, at each of
the redemption levels detailed in your sensitivity analysis, including any needed
assumptions.
Proposal No. 2 - The Acquisition Merger Proposal
Background of the Business Combination, page 85
11.Please disclose the criteria/basis for how you identified the first 20 potential business
combination candidates, how they were narrowed to 10 candidates and additional
information regarding how they were further narrowed to four candidates, including
NewGenIvf.
12.Please disclose who referred the potential targets to ASCA's search team and identify the
affiliate that introduced NewGenIvf to ASCA as well as describe the affiliation.
13.We note that members of management or representatives of ASCA and NewGenIvf
participated in meetings and discussions from November 2022 through February 2023 to
discuss the potential business combination. Revise to identify the members of
management or representatives of ASCA and NewGenIvf who participated in the
referenced meetings and discussions. As examples, we note your general references to
"ASCA's search team," ASCA and NewGenIvf, "ASCA's management
team," "NewGenIvf's management team," "representatives of NewGenIvf," "NewGenIvf
senior management," etc.
14.Please provide more insight into the reasons for and negotiations behind management’s
decision regarding the ultimate amount and form of consideration for the business
combination, including (i) how you determined the $60 million pre-money equity value,
especially in light of the $80 million valuation proposed by NewGenIvf; (ii) how the
parties determined the structure of the transaction and whether any alternative structures
were considered; (iii) how the parties reached agreement on an earn-out and negotiations
about the amount; (iv) what conditions of the "current market environment" were
discussed on January 9, 2023 and how they influenced the reduction to $50 million; (v)
what assumptions and factors were discussed on January 14, 2023 that would "affect the
valuation of NewGenIvf;" and (vi) changes from letter of intent to the final merger
agreement. Please include the methodology employed in reaching the $60 million and $50
million valuations, the underlying assumptions and the conclusions of the ASCA Board.

 FirstName LastNameClaudius Tsang
 Comapany NameASPAC I Mini Acquisition Corp.
 July 13, 2023 Page 5
 FirstName LastName
Claudius Tsang
ASPAC I Mini Acquisition Corp.
July 13, 2023
Page 5
15. Please substantially revise your disclosure throughout this section to provide greater
detail regarding the key negotiation considerations and how they evolved during the
negotiations. Currently the background disclosure generally references negotiation topics
and terms of the LOI and proposed merger agreement, without providing details or
explaining their significance, the parties' positions on the terms throughout the
negotiations, or how the terms may have changed before being reflected in the proposed
initial business combination. For each exchanged draft and discussion related to the terms
of the business combination, please elaborate on the terms discussed, including each
material proposal, the proposing party, the reasons for the terms, each party's position on
the issues, and how you reached agreement on the final terms. As non-exclusive examples
only, we note the following:
•the negotiations that occurred from November 14 to November 17, 2022 when ASCA
submitted the initial draft LOI, and then to November 22, 2022 when the LOI was
executed, including "the release of a certain lock-up shares when specified conditions
are met and the cash minimum at closing;"
•the discussions related to the "valuation and structure . . .[and] negotiation of terms of
the merger agreement" during the course of your due diligence;
•the terms proposed in the draft merger agreement submitted on January 13 and the
related negotiations that occurred on January 26, February 2, and February 13, 2023;
•whether the sponsor and management and affiliates have a track record with SPACs
and, if so, balanced disclosure about this record and the outcomes of the prior
transactions;
•any discussions relating to the assumptions underlying the projections;
•the negotiation of the lock-up agreements and any arrangements for any shareholder
to waive its redemption rights; and
•any discussions with the NewGenIvf about the potential loss of clients in the near
future or other events that may materially affect the future performance of the
company.
Fairness Opinion of ASCA's Financial Advisor, page 89
16.Please add cautionary language that the fairness opinion addresses fairness to all
shareholders as a group as opposed to only those shareholders unaffiliated with the
sponsor or its affiliates.

 FirstName LastNameClaudius Tsang
 Comapany NameASPAC I Mini Acquisition Corp.
 July 13, 2023 Page 6
 FirstName LastName
Claudius Tsang
ASPAC I Mini Acquisition Corp.
July 13, 2023
Page 6
Review of Projected Financial Information, page 90
17.We note that the financial advisor reviewed "projected financial information provided by
the Company’s management for the 2023 to 2029 fiscal years" in connection with the
fairness opinion. However, you only disclose projections for fiscal years 2023 and 2024.
Please disclose i) all of the financial projections and "certain historical internal financial
analyses" provided to IJW in connection with the fairness opinion, including the basis for
and material assumptions underlying these projections; ii) any material "non-
financial information provided by the Company’s management;" iii) in your background
section, when ASCA received the projections from NewGenIvf and how ASCA's
management and/or board considered them; and iv) to the extent that multiple sets of
projections were prepared, please state as much and explain why these projections appear
to differ.
18.You disclose that IJW applied a WACC discount rate of 22.5% to the projected Free Cash
Flow and a multiple of 5.1 times in determining the projected terminal value for the
agency business segment. and applied a WACC discount rate of 18.6% to the projected
Free Cash Flow and a multiple of 6.4 in determining the projected terminal value for the
surrogacy business segment (Thailand). Please revise to explain the basis for applying
these discount rates and terminal value multiples.
Selected Public Companies Analysis, page 90
19.Please disclose the criteria IJW used to select comparable companies, including any
quantitative metrics. Disclose if there were any criteria used to exclude companies from
the analysis and if any companies meeting the selection criteria were excluded. We note
that two of the three companies show an enterprise value of less than $3 million, while the
other is above $250 million. Please revise to explain the challenges applying this analysis
to NewGenIvf and its enterprise valuation of $60 million presented by the board in the
initial negotiations.
Certain Projected Information of NewGenIvf, page 91
20.We note that the projections were prepared in December 2022 to January 2023 and that
NewGenIvf’s management believes they continue to have a reasonable basis as of the date
of the proxy statement/prospectus. Please revise to state the basis for which NewGenIvf's
management believes the projections are still reasonable.

 FirstName LastNameClaudius Tsang
 Comapany NameASPAC I Mini Acquisition Corp.
 July 13, 2023 Page 7
 FirstName LastName
Claudius Tsang
ASPAC I Mini Acquisition Corp.
July 13, 2023
Page 7
Operational Projections and Assumptions, page 92
21.As it relates to your projections and assumptions and estimates, please address the
following:

•Explain to us how you determined a change in revenue recognition is appropriate.
Provide us a full analysis to support your determination and tell us the impact to 2024
revenue from the change in accounting;
•Provide us an analysis of Non-GAAP Financial Measures Compliance and Disclosure
Interpretations 101.01 and 101.03;
•Disclose in further detail the basis for your determination that gross profit margin is
expected to increase from 26% in 2022 to 31% in both 2023 and 2024;
•Clarify the reason why the increase in General & Administrative costs from 2023 to
2024 is disproportionate to the increase in revenues during that timeframe; and
•Disclose with more clarity how you determined the 212% increase in revenues from
2023 to 2024.  As part of your disclosure, include any actual underlying assumptions
and estimates.
22.We note that the projected r