United States securities and exchange commission logo
March 11, 2022
Jie Weng
Chief Executive Officer
Aquaron Acquisition Corp.
515 Madison Ave. 8th Floor
New York, NY 10022
Re: Aquaron Acquisition
Corp.
Amendment No. 5 to
Draft Registration Statement on Form S-1
Submitted February
18, 2022
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. 5 to Draft Registration on Form S-1
Cover Page
1. Reference is made to
the fourth sentence of the third from last paragraph. Please clarify
the disclosure where
you state, "There has yet been any transfers, dividends, or
distributions made to
date." Please also make the same revision in the second from last
paragraph on page 6.
Prospectus Summary , page 1
2. We note your Cover Page
disclosure of the legal and operational risks associated with
acquiring a company
that does business in China. Your prospectus summary should
address, but not
necessarily be limited to, the risks highlighted on the prospectus cover
Jie Weng
Aquaron Acquisition Corp.
March 11, 2022
Page 2
page. Accordingly, please revise your prospectus summary to include
disclosure of each
of the legal and operational risks associated with acquiring a company
that does business
in China.
Potential Approvals from the PRC Governmental Authorities for the Business
Combination,
page 4
3. Reference is made to the second sentence of the fifth paragraph on
page 5. Please indicate
what factors will determine whether or not you will need to to obtain
approvals or
permissions from the PRC regulatory agencies in order for you to
complete a business
combination with a China-based target.
Risks Associated with Acquiring and Operating a Target Business with its
Primary Operation in
China, page 27
4. Please include cross-references to the more detailed discussion of
these risks elsewhere in
the prospectus.
You may contact John Spitz at 202-551-2484 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
March 11, 2022 Page 2 Office of Finance
FirstName LastName