View:
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")
Claudius Tsang
FirstName LastNameClaudius Tsang
ASPAC I Mini Acquisition Corp.
Comapany
August NameASPAC I Mini Acquisition Corp.
9, 2023
August
Page 2 9, 2023 Page 2
FirstName LastName
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
Claudius Tsang
FirstName LastNameClaudius Tsang
ASPAC I Mini Acquisition Corp.
Comapany
August NameASPAC I Mini Acquisition Corp.
9, 2023
August
Page 3 9, 2023 Page 3
FirstName LastName
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
Claudius Tsang
ASPAC I Mini Acquisition Corp.
August 9, 2023
Page 4
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.
FirstName
LastNameClaudius Tsangwere prepared by NewGenIvf as of
December 31, 2022 and
The financial projections
Comapany do NameASPAC
not take intoI Mini Acquisition
account Corp.
any circumstances or events occurring
after December 31,
2022, the
August 9, 2023 Page 4 date they were prepared.
FirstName LastName
Claudius Tsang
FirstName LastNameClaudius Tsang
ASPAC I Mini Acquisition Corp.
Comapany
August NameASPAC I Mini Acquisition Corp.
9, 2023
August
Page 5 9, 2023 Page 5
FirstName LastName
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.
Claudius Tsang
ASPAC I Mini Acquisition Corp.
August 9, 2023
Page 6
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 11-02(c) of
Regulation S-X.
20. We note that accrued liabilities is presented as a current asset on
page 184. Also, the
negative cash balance should be presented as a liability instead of as
an asset. Please
correct your presentation and the related pro forma entries.
Compensation of Executive Management, page 206
21. Please tell us the amount of compensation that was paid to Mr. Siu and
to Ms. Fong in
2021 and in 2022. Tell us also where these amounts are included in the
financial
statements of NewGenIvf.
Security Ownership of Certain Beneficial Owners and Management, page 213
22. We note your response to comment 34. Please revise the disclosure, here
or elsewhere, to
disclose the sponsor and its affiliates total potential ownership
interest in the combined
company, assuming exercise and conversion of all securities. For
example, we note that
FirstName LastNameClaudius Tsang
both Promissory Notes are non-interest bearing and convertible into
warrants having the
Comapany
sameNameASPAC I Mini Acquisition
terms and conditions as the publicCorp.
warrants, at the price of
$1.00 per warrant at the
Augustoption
9, 2023ofPage
the Sponsor,
6 which does not appear to be contemplated in the
current disclosure.
FirstName LastName
Claudius Tsang
FirstName LastNameClaudius Tsang
ASPAC I Mini Acquisition Corp.
Comapany
August NameASPAC I Mini Acquisition Corp.
9, 2023
August
Page 7 9, 2023 Page 7
FirstName LastName
A SPAC I Acquisition Corp.
Unaudited Condensed Statements of Cash Flows, page F-5
23. Please revise your presentation to reflect the 3,272,305 Class A
ordinary shares that were
redeemed in 2023 (page 183).
Audit Report, page F-40
24. We note that the auditor is based in California and substantially all
of NewGenIvf
Limited's operations are in Asia. Please tell us the percentage of
hours expended on
WWC's engagement to audit these 2021 and 2022 financial statements
that were attributed
to work performed by persons other than WWC's full-time, permanent
employees.
Note 16, page F-63
25. The Due from Shareholders account comprises 80% of total assets at
December 31, 2022.
Please disclose the material terms of this receivable including the
due date, interest rate,
collateral, guarantees, etc. Disclose in MD&A the specific objective
evidence that you
considered in concluding that the balance is collectible. Also, please
file a translated
English version of the contract as an exhibit to the filing.
26. Your disclosure on page 218 indicates that the receivable from Seazen
reflects the amount
owed by Seazen from their purchase of NewGenIvf s shares. It appears
that this
receivable should be presented as a deduction from equity instead of
as an asset. See the
guidance in Article 5-02.29 of Regulation S-X.
Exhibits
27. We note that your Exhibit Index states that certain of the exhibits
and schedules to Exhibit
2.1 have been omitted in accordance with Item 601 of Regulation S-K.
To the extent the
redactions are pursuant to Item 601(b)(2) or (b)(10) of Regulation
S-K, please revise to
mark the exhibit index to indicate that portions of the exhibit or
exhibits have been
omitted and include a prominent statement on the first page of the
redacted exhibit that
certain identified information has been excluded from the exhibit
because it is both not
material and is the type that the registrant treats as private or
confidential. Also revise to
include brackets indicating where the information is omitted from the
filed version of the
exhibit.
General
28. We note your response to comment 43, which we reissue. Please expand
your disclosure
regarding the sponsor s ownership interest in the target company to
disclose the
approximate dollar value of the interest based on the transaction
value, not just the market
value.
Claudius Tsang
FirstName LastNameClaudius Tsang
ASPAC I Mini Acquisition Corp.
Comapany
August NameASPAC I Mini Acquisition Corp.
9, 2023
August
Page 8 9, 2023 Page 8
FirstName LastName
29. We note your risk factors on pages 70 and 74 concerning enforcement of
judgments and
service of process and your disclosure that after the Business
Combination most of
PubCo s senior executive officers will reside within Hong Kong,
Thailand, Cambodia,
and Kyrgyzstan for a significant portion of the time. Please revise to
describe in more
detail the location of PubCo's anticipated senior executive officers
and directors and to
include a separate section that discloses the information required by
Item 101(g) of
Regulation S-K as well as corresponding Summary Risk Factor
disclosure. Also ensure
your Risk Factor disclosure covers each requirement of Item 101(g) of
Regulation S-K.
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.