United States securities and exchange commission logo
November 24, 2021
Serena Shie
Chief Financial Officer
A SPAC I Acquisition Corp.
Cheung Kong Center
58 Floor, Unit 5801
2 Queens Road Central
Central
Hong Kong
Re: A SPAC I
Acquisition Corp.
Amendment No. 4 to
Registration Statement on Form S-1
Filed November 15,
2021
File No. 333-258184
Dear Ms. Shie:
We have reviewed your amended 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 amending your registration
statement and providing the
requested information. 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 any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
October 29, 2021 letter.
Amendment No. 4 to Form S-1
Cover Page
1. We reissue comment 1.
Please provide a more detailed discussion of how recent
statements and
regulatory actions by China s government, such as those related to the use
of variable interest
entities and data security or anti-monopoly concerns, has or may
impact the company s
ability to conduct its business, accept foreign investments, or list on
an U.S. or other
foreign exchange.
Serena Shie
A SPAC I Acquisition Corp.
November 24, 2021
Page 2
Government regulations relating to mergers and acquisitions, page 10
2. Please clarify the first sentence of the sixth paragraph to describe
what the consequences
might be if you do not seek permission or approval and later find out
that you needed such
permission.
Transfers of Cash to and from PRC Subsidiaries, page 12
3. We reissue comment 3. Please expand your disclosure on the prospectus
cover page to
provide a description of how cash will be transferred through your
organization if you
acquire a target business in China and state whether any transfers,
dividends, or
distributions have been made to date.
Risk Factors, page 47
4. We note from the audit opinion and your disclosure in the last
sentence on page 46 that
you have a U.S. based auditor that is registered with the PCAOB and
currently subject to
PCAOB inspection. Please disclose any material risks to the company
and investors if it is
later determined that the PCAOB is unable to inspect or investigate
completely your
auditor because of a position taken by an authority in a foreign
jurisdiction. For example,
disclose the risk that lack of inspection could cause trading in your
securities to be
prohibited under the Holding Foreign Companies Accountable Act and as
a result an
exchange may determine to delist your securities.
You may contact Todd Schiffman at 202-551-3491 or Erin Purnell at
202-551-3454 if
you have questions regarding these comments.
FirstName LastNameSerena Shie Sincerely,
Comapany NameA SPAC I Acquisition Corp.
Division of
Corporation Finance
November 24, 2021 Page 2 Office of Finance
FirstName LastName