United States securities and exchange commission logo
June 24, 2021
Jie Weng
Chief Executive Officer
Aquaron Acquisition Corp.
515 Madison Ave. 8th Floor
New York, NY 10022
Re: Aquaron Acquisition
Corp.
Draft Registration
Statement on Form S-1
Submitted May 28,
2021
CIK No. 0001861063
Dear Mr. Weng:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form S-1
Cover Page
1. Reference is made to
the last sentence of the first paragraph where you disclose that you
will target businesses
in Asia. We note your disclosure in the second risk factor on page
45 that you initially
plan to focus on a target business with operations located in the
People s Republic of
China. We also note the first sentence of the fifth paragraph on page
5 where you disclose
that you initially plan to prioritize the United States. Please reconcile
the disclosure
throughout the prospectus.
2. Reference is made to
the first sentence of the fifth paragraph. Please revise to
indicate how many
private units will be purchased by Chardon and Aquaron Investments
separately. We note the
fourth bullet point on page 1.
Jie Weng
Aquaron Acquisition Corp.
June 24, 2021
Page 2
Acquisition Strategy and Industry Opportunity, page 2
3. Please remove references on page 3 to previous SPACs and IPOs unless
you can
demonstrate how these transactions are specifically relevant to your
company or
management.
4. Please provide us with the basis for each of your statements in
paragraphs two, four, five
and six relating to industry outlooks.
Background and Competitive Strengths, page 2
5. Reference is made to the first sentence of the second paragraph.
Please name the deal and
clarify how Mr. Wang was "deeply involved." Please also provide
support that the
MergerMarket journalists are "outstanding and focused." Finally,
provide us with any
available MergerMarket article relating to the award.
Stockholder approval of, or tender offer in connection with, initial business
combination, page 13
6. In the second paragraph on page 14, please clarify whether the 3.78%
of your public
shares takes into account the shares held by Chardan. In addition,
please include this
disclosure in the carryover risk factor on pages 29-30.
Liquidation if no business combination, page 15
7. Please disclose here, on the cover page and throughout the prospectus,
if true, that public
stockholders will not have the right to vote on an extension and will
not have redemption
rights at nine or twelve months unless you do not extend the offering
for an additional
three months and an initial business combination has not been
completed.
Principal Stockholders, page 86
8. It appears that Chardan may be a beneficial owner of more than 5% of
your outstanding
common stock. Please revise to include Chardan in the table or tell us
why you do not
believe
FirstName this is required.
LastNameJie Weng
Comapany
9. NameAquaron
Reference is made toAcquisition
footnote 3 Corp.
of the table. Please tell us why Mr.
Yating Wang is not
considered
June 24, 2021 Pagea 2beneficial owner or revise the beneficial ownership table
accordingly.
FirstName LastName
Jie Weng
FirstName LastNameJie Weng
Aquaron Acquisition Corp.
Comapany
June NameAquaron Acquisition Corp.
24, 2021
June 24,
Page 3 2021 Page 3
FirstName LastName
You may contact John Spitz at 202-551-3484 or Amit Pande at 202-551-3423
if you have
questions regarding comments on the financial statements and related matters.
Please contact
Todd Schiffman at 202-551-3491 or Sandra Hunter Berkheimer at 202-551-3758 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Finance