United States securities and exchange commission logo
July 8, 2022
Yi Zhou
Chief Executive Officer, Chairwoman and President
Aquaron Acquisition Corp.
515 Madison Ave. 8th Floor
New York, NY 10022
Re: Aquaron Acquisition
Corp.
Amendment No. 1 to
Form S-1
Filed July 5, 2022
File No. 333-265217
Dear Ms. Zhou:
We have reviewed your amended registration statement and have the
following
comments.
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.
Amendment No. 1 to Form S-1
General
1. With a view toward
disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties
with a non-U.S. person. If so, also include risk factor disclosure that
addresses how this fact
could impact your ability to complete your initial business
combination. For
instance, discuss the risk to investors that you may not be able to
complete an initial
business combination with a U.S. target company should the
transaction be subject
to review by a U.S. government entity, such as the Committee on
Foreign Investment in
the United States (CFIUS), or ultimately prohibited. Disclose that
as a result, the pool
of potential targets with which you could complete an initial business
combination may be
limited. Further, disclose that the time necessary for government
review of the
transaction or a decision to prohibit the transaction could prevent you from
completing an initial
business combination and require you to liquidate. Disclose the
Yi Zhou
Aquaron Acquisition Corp.
July 8, 2022
Page 2
consequences of liquidation to investors, such as the losses of the
investment opportunity
in a target company, any price appreciation in the combined company,
and the warrants,
which would expire worthless.
We may issue notes or other debt securities, or otherwise incur substantial
debt, to complete a
business combination..., page 35
2. Please revise this risk factor or include a new risk factor which
discusses the possibility
that issuing notes, debt securities or incurring debt could be at high
rates considering the
current interest rate environment. Discuss the potential impacts of a
rising rate
environment and a possible recessionary environment on the registrant
and potential
targets in the new energy sector.
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 LastNameYi Zhou Sincerely,
Comapany NameAquaron Acquisition Corp.
Division of
Corporation Finance
July 8, 2022 Page 2 Office of
Finance
FirstName LastName