United States securities and exchange commission logo
November 15, 2021
Jie Weng
Chief Executive Officer
Aquaron Acquisition Corp.
515 Madison Ave. 8th Floor
New York, NY 10022
Re: Aquaron Acquisition
Corp.
Amendment No. 3 to
Draft Registration Statement on Form S-1
Submitted October
15, 2021
CIK No. 0001861063
Dear Mr. Weng:
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 3 to Draft Registration Statement on Form S-1
Cover Page
1. We reissue comment 1 in
part. Reference is made to the second sentence of the
penultimate paragraph.
Please expand your disclosure of how the examples such as anti-
monopoly regulatory
actions, cybersecurity and privacy and lack of PCAOB inspection on
its auditors may impact
the company s ability to conduct its business, accept foreign
investments, or list on
a U.S. or other foreign exchange.
Jie Weng
FirstName LastNameJie Weng
Aquaron Acquisition Corp.
Comapany 15,
November NameAquaron
2021 Acquisition Corp.
November
Page 2 15, 2021 Page 2
FirstName LastName
2. We note your response to comment 4. Please expand your disclosure on
the prospectus
cover page to provide a description of how cash is transferred through
your organization
and disclosure regarding your intentions to distribute earnings or
settle amounts owed
under the VIE agreements. State whether any transfers, dividends, or
distributions have
been made to date.
Contractual Arrangements and Corporate Structure for a PRC-based Target
Business, page 5
3. We reissue comment 2 in part. Please provide further disclosure
relating to contractual
arrangements with a VIE, its founders and owners and the challenges
and substantial costs
the company may face enforcing these contractual agreements due to
uncertainties under
Chinese law and jurisdictional limits.
Potential Approvals from the PRC Governmental Authorities for this Offering or
a Business
Combination, page 5
4. Please discuss the potential consequences to you and your investors if
your assumption
that no prior approvals are required is incorrect or applicable laws,
regulations, or
interpretations change and you are required to obtain approval in the
future. Discuss the
potential consequences to you and your investors if you do not receive
or maintain such
approvals.
Risks Associated with Acquiring and Operating a Business in China, page 27
5. We reissue comment 6 in part. Discuss risks arising from the legal
system in China,
including risks and uncertainties regarding the enforcement of laws
and that rules and
regulations in China can change quickly with little advance notice;
and the risk that the
Chinese government may intervene or influence your operations at any
time, or 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
your common stock. stock/ADSs]. 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 investment in China-based issuers 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.
Our initial business combination may be subject to a variety of PRC laws...,
page 63
6. We reissue in part comment 11. Please also discuss potential impacts
on a post-
combination basis.
Certain existing or future U.S. laws and regulations..., page 66
7. Confirm that your auditor is currently subject to PCAOB inspection. In
addition, please
expand your risk factor disclosure to discuss that the United States
Senate passed the
Accelerating Holding Foreign Companies Accountable Act, which, if
enacted, would
Jie Weng
Aquaron Acquisition Corp.
November 15, 2021
Page 3
decrease the number of non-inspection years from three years to two,
thus reducing the
time period before your securities may be prohibited from trading or
delisted.
Exhibit 5.1, page II-5
8. Reference is made to the first sentence of the final paragraph on page
2. Please revise to
clarify that investors in this offering may rely upon this opinion.
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.
FirstName LastNameJie Weng Sincerely,
Comapany NameAquaron Acquisition Corp.
Division of
Corporation Finance
November 15, 2021 Page 3 Office of
Finance
FirstName LastName