United States securities and exchange commission logo
March 25, 2022
Jie Weng
Chief Executive Officer
Aquaron Acquisition Corp.
515 Madison Ave. 8th Floor
New York, NY 10022
Re: Aquaron Acquisition
Corp.
Amendment No. 6 to
Draft Registration Statement on Form S-1
Submitted March 16,
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. 6 to Draft Registration Statement on Form S-1
General
1. We note that a majority
of your officers and directors are located in China. Please provide
a separate section in
the Prospectus Summary, Summary Risk Factors and Risk Factors
relating to
enforceability of civil liabilities which discusses:
An investor's
ability to effect service of process within the United States on directors
and officers in
China;
An investor's
ability to enforce judgments obtained in U.S. courts against such
directors and
officers based upon the civil liability provisions of the U.S. Federal
securities laws;
Jie Weng
Aquaron Acquisition Corp.
March 25, 2022
Page 2
An investor's ability to enforce, in China, judgments of U.S.
courts based upon the
civil liability provisions of the U.S. Federal securities laws;
and
An investor's ability to bring an original action in a Chinese
court to enforce
liabilities against directors and officers based upon the U.S.
Federal securities laws.
If you provide this disclosure based on an opinion of counsel, name
counsel in the
prospectus and file as an exhibit to the registration statement a
signed consent of counsel
to the use of its name and opinion.
Cover Page
2. Please discuss the Accelerating Holding Foreign Companies Accountable
Act on the
Cover Page and in the Summary section. We note the discussion in the
first paragraph on
page 68.
3. In the fourth paragraph of the second Cover Page and the final section
on page 8, discuss
whether there are any restrictions on the transfer of cash between
Chinese subsidiaries in
the event that you complete a business combination in China.
4. Given the risks of doing business in the PRC, please revise the cover
page to disclose that
as a result of a majority of your executive officers and directors
being located in or
having significant ties to China, it may make you a less attractive
partner to target
companies outside the PRC than a non-PRC related SPAC. As a result, it
could make it
more likely for you to consummate a business combination with a
company located in the
PRC.
Potential Approvals from the PRC Governmental Authorities for this Offering or
a Business
Combination, page 6
5. In each subsection, indicate how you reached your conclusions or
beliefs and whether you
relied on the advice of counsel. If so, please name counsel and file
the a consent of
counsel as an exhibit.
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
March 25, 2022 Page 2 Office of
Finance
FirstName LastName