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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
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,
FirstName LastNameClaudius Tsang Division of
Corporation Finance
Office of
Industrial Applications and
Comapany NameA SPAC I Mini Acquisition Corp.
Services
December 18, 2023 Page 2
cc: Giovanni Caruso, Esq.
FirstName LastName