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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.
Claudius Tsang
FirstName LastNameClaudius Tsang
ASPAC I Mini Acquisition Corp.
Comapany
July NameASPAC I Mini Acquisition Corp.
13, 2023
July 13,
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FirstName LastName
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.
Claudius Tsang
FirstName LastNameClaudius Tsang
ASPAC I Mini Acquisition Corp.
Comapany
July NameASPAC I Mini Acquisition Corp.
13, 2023
July 13,
Page 3 2023 Page 3
FirstName LastName
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.
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)
FirstName whatLastNameClaudius Tsang were discussed on January 14, 2023
that would "affect the
assumptions and factors
Comapany valuation of NewGenIvf;"
NameASPAC and (vi) changes
I Mini Acquisition Corp.from letter of intent
to the final merger
agreement. Please include the methodology employed in reaching the
$60 million and $50
July 13, 2023 Page 4
million valuations, the underlying assumptions and the conclusions of
the ASCA Board.
FirstName LastName
Claudius Tsang
FirstName LastNameClaudius Tsang
ASPAC I Mini Acquisition Corp.
Comapany
July NameASPAC I Mini Acquisition Corp.
13, 2023
July 13,
Page 5 2023 Page 5
FirstName LastName
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.
Claudius Tsang
FirstName LastNameClaudius Tsang
ASPAC I Mini Acquisition Corp.
Comapany
July NameASPAC I Mini Acquisition Corp.
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July 13,
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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.
Claudius Tsang
FirstName LastNameClaudius Tsang
ASPAC I Mini Acquisition Corp.
Comapany
July NameASPAC I Mini Acquisition Corp.
13, 2023
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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 revenue is based on "the number of new
customers and average
revenue per customer, which are based on management experience and
historical figures."
Please disclose the growth rates and provide more detail about your
the assumptions
related to new customers and average revenue per customer. Please also
explain how
management's experience and historical figures in these business lines
support your
projected growth rates.
Interests of Certain Persons in the Business Combination, page 101
23. Please revise the conflicts of interest discussion so that it
highlights all material interests
in the transaction held by the sponsor and the company s officers
and directors, including
the fiduciary or contractual obligations to other entities described
on page 185. In
addition, please clarify how the board considered those conflicts in
negotiating and
recommending the business combination.
Claudius Tsang
FirstName LastNameClaudius Tsang
ASPAC I Mini Acquisition Corp.
Comapany
July NameASPAC I Mini Acquisition Corp.
13, 2023
July 13,
Page 8 2023 Page 8
FirstName LastName
Material U.S. Federal Income Tax Consequences, page 109
24. Section 3.7 of your Merger Agreement (page A-13) states that the
parties intend that for
U.S. federal income tax purposes, the Merger will qualify as a
reorganization within the
meaning of Section 368(a) of the Code. However, the tax disclosure
does not indicate
whether the parties expect the business combination to be tax-free to
U.S. holders. Please
revise to make clear whether the parties expect the business
combination to be tax-free to
U.S. holders. If you are able to conclude that the business
combination is likely to be tax-
free to U.S. holders, include a tax opinion supporting such a
conclusion. If there is
uncertainty regarding the tax treatment of the business combination,
counsel s opinion
should discuss the degree of uncertainty. Please also delete the word
certain in the
phrase Certain Material U.S. Federal Income Tax Consequences of
Exercising
Redemption Rights" from the heading and disclosure in this section.
For further guidance
see Staff Legal Bulletin No. 19 (October 14, 2011) and Item 601(b)(8)
of Regulation S-K.
Information about NewGenIvf, page 127
25. We note on page 151 you state that NewGenIvf provides discounts in
treatment services
and via the success guarantee program for egg donation services
in Cambodia and
surrogacy services in Kyrgyzstan, which provides treatments to clients
until a success is
achieved. Please revise here to provide more information about this
program and its costs.
Competitive Strengths, page 128
26. We note your statement on page 129 that NewGenIvf has become a
significant partner
with many fertility service agents in China as well as in India, which
have entered into
mutual referral agreements with NewGenIvf and your statement on page
153 where you
state that largest portion of NewGenIvf's clinic costs was
sub-contracting charges,
representing fees paid to agents who recruited surrogate mothers and
assisted in the
documentation, consulting and medical treatment arrangement throughout
treatment
procedure. Please revise to provide more detail concerning these
partnerships, including
the material terms of the mutual referral agreements or any other
agreements entered into.
Microsort Technology, page 134
27. We note that NewGenIvf holds an exclusive license granted by a
division of the Genetics
and IVF Institute, MicroSort International, to use the MicroSort
technology in Thailand
and Cambodia pursuant to a lease and service agreement. Please revise
to provide:
the nature and scope of intellectual property transferred;
each parties rights and obligations;
the duration and amount (rate or range) of any royalty term;
the termination provisions;
any up-front or execution payments received or paid;
the aggregate amounts paid or received to date under agreement;
and
and the aggregate future potential milestone payments to be paid
or received
Claudius Tsang
ASPAC I Mini Acquisition Corp.
July 13, 2023
Page 9
Customers, page 140
28. We note your statement on page 140 that for the years ended December
31, 2021 and
2022, a significant amount of NewGenIvf s customers were Thai and
Cambodia local
patients, and your statement on page 159 that international clients
contribute a large
portion of NewGenIvf s revenue. Please revise to disclose the amount
of customers that
are international clients and a breakdown by country as of a recent
date.
Government Regulation, page 143
29. Please explain the basis for your statement that NewGenIvf does not
believe that the
nature of its services requires it to be licensed under applicable
tourism services providers
law. Please also include a risk factor discussing the risk that
NewGenIvf has incorrectly
made this determination, if material.
Unaudited Pro Forma Condensed Combined Financial Statements, page 163
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. Refer to Rules 11-02(c)(1)
and (2)(i) of
Regulation S-X. Please include results for NewGenIvf as part of the
pro forma statements
of operations consistent with Rule 11-02(c)(3) of Regulation S-X. Also
refer to paragraph
3330.3 of the Division of Corporation Finance Financial Reporting
Manual, found
at https://www.sec.gov/corpfin/cf-manual.
31. As it relates to your pro forma balance sheet adjustments, please
Remove your reference to Scenario 2 from balance sheet Adjustment
(A) since
Adjustment (A) is only presented in Scenario 1;
Revise balance sheet Adjustment (F) to indicate that it relates to
Scenario 2 and to
also provide a tabular calculation of net tangible assets under
Scenario 2;
Revise balance sheet Adjustment (G) to indicate that it relates to
Scenario 3 and to
also provide a tabular calculation of net tangible assets under
Scenario 3. In addition,
clarify whether the transaction will be allowed to close under
Scenario 3 if the net
FirstName LastNameClaudius Tsang$5,000,001; and
tangible assets are under
Comapany NameASPAC
Clarify I Minisheet
why balance Acquisition Corp. (B) and (C) are an
addition to accrued
Adjustments
liabilities
July 13, 2023 Page 9 and not a reduction in cash and cash equivalents.
FirstName LastName
Claudius Tsang
FirstName LastNameClaudius Tsang
ASPAC I Mini Acquisition Corp.
Comapany
July NameASPAC I Mini Acquisition Corp.
13, 2023
July 13,
Page 10 2023 Page 10
FirstName LastName
ASCA's Directors and Executive Officers
Conflicts of Interest, page 183
32. We note that your amended and restated memorandum and articles of
association waived
the corporate opportunities doctrine and that you do not believe that
any fiduciary duties
or contractual obligations of their directors or officers would
"materially undermine
[your] ability to complete [your] business combination." Please
disclose whether this
conflict of interest impacted your search for an acquisition target.
NewGenIvf's Directors and Executive Officers prior to the Business Combination,
page 187
33. We note on page 187 you state that the compensation for each of
NewGenIvf s executive
officers comprises base salary, discretionary bonus, equity
compensation, contractual
benefits and contributions to defined contribution plans. Please
revise to provide the
information required by Item 6.A of Form 20-F, as required by Item
18(a)(7)(ii) of Form
F-4.
Security Ownership of Certain Beneficial Owners and Management, page 193
34. We note your beneficial ownership table on page 194. Please revise
your table to disclose
the sponsor and its affiliates' total potential ownership interest in
the combined company,
assuming exercise and conversion of all securities.
Certain Related Party Transactions of NewGenIvf, page 198
35. Please provide the information required by Item 7.B.2 of Form 20-F as
required by
Item18(a)(7)(iii) of Form F-4. We note that Note 16 of NewGenIvf s
financial statements
on page F-63 describes certain transactions.
Index to Financial Statements, page F-1
36. Please provide audited and any interim financial statements for A SPAC
I Mini
Acquisition Corp.
Financial Statements of A SPAC I Acquisition Corp
Note 4 - Related Party Transactions, page F-14
37. Please disclose your accounting for the conversion feature underlying
the unsecured
Promissory Notes issued in 2023.
Financial Statements of NewGenIvf Limited, page F-40
38. Please provide us an analysis of Rule 1-02(l) of Regulation S-X as it
relates to the
determination of whether NewGenIvf Limited is a foreign business.
Claudius Tsang
FirstName LastNameClaudius Tsang
ASPAC I Mini Acquisition Corp.
Comapany
July NameASPAC I Mini Acquisition Corp.
13, 2023
July 13,
Page 11 2023 Page 11
FirstName LastName
Group Reorganization, page F-47
39. Please tell us the ownership interest of each of the shareholders for
each of the entities
before and after the reorganization.
Revenue Recognition, page F-49
40. We note the risk factors on pages 41 - 43 regarding your relationships
with fertility
specialists, physicians and other medical professionals and, in part,
that you rely on these
professionals to make proper clinical decisions regarding the
diagnosis and treatment of
clients. Please provide us a full analysis of ASC 606-10-55-36 through
55-40 as it relates
to your determination that you are a principal, and not an agent, for
each of the services
you provide, by country in which you operate.
Segment Information, page F-51
41. We note you define your chief operating decision maker as your Board
of Directors.
Please provide us your analysis underlying this determination.
General
42. Please revise your filing, as applicable, to provide more specific and
prominent
disclosures about the legal and operational risks associated with
China-based companies.
For additional guidance, please see the Division of Corporation
Finance's Sample Letter to
China-Based Companies issued by the Staff in December 2021.
43. 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.
44. Quantify the value of warrants, based on recent trading prices, that
may be retained by
redeeming stockholders assuming maximum redemptions and identify any
material
resulting risks.
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
Jordan Nimitz at 202-551-5831 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.