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United States securities and exchange commission logo





                           September 20, 2023

       Claudius Tsang
       Chief Executive Officer and Chief Financial Officer
       A SPAC I Mini Acquisition Corp.
       Level 39, Marina Bay Financial Centre
       Tower 2, 10 Marina Boulevard
       Singapore, 018983

                                                        Re: A SPAC I Mini
Acquisition Corp.
                                                            Amendment No. 3 to
Draft Registration Statement on Form F-4
                                                            September 6, 2023
                                                            CIK No. 0001981662

       Dear Claudius Tsang:

             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
August 30, 2023 letter.

       Amendment No. 3 to Draft Registration Statement on Form F-4

       Summary of the Proxy Statement/Prospectus
       Summary Risk Factors, page 32

   1.                                                   Per comment 6 of the
Division of Corporation Finance   s Sample Letter to China Based
                                                        Companies issued by the
Staff in December 2021, please revise to reinstate your
                                                        disclosure on page 35
that the Chinese government 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 the securities you are
                                                        registering.
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
 Claudius Tsang
FirstName LastNameClaudius   Tsang
A SPAC I Mini  Acquisition Corp.
Comapany 20,
September NameA
              2023SPAC I Mini Acquisition Corp.
September
Page 2    20, 2023 Page 2
FirstName LastName
         investment in China-based issuers could significantly limit, not just
limit, or completely
         hinder, not just hinder, your ability to offer or continue to offer
securities to investors and
         also cause the value of such securities to significantly decline or be
worthless.
         Additionally, please make conforming changes to the risk factor
beginning on page 84.
Risk Factors
Risks Related to the Potential Impact of PRC Laws and Regulations on NewGenIvf
 s
Subsidiaries    Business, page 35

2.       We note, in response to our previous comment 1, your updated risks
relating to the PRC's
         laws and regulations. We also note your statement that "it is possible
that all the legal and
         operational risks associated with being based in and having operations
in mainland China
         may also apply to operations in Hong Kong in the future." Please
revise to remove this
         statement and clarify that certain legal and operational risks
associated with mainland
         China also apply to operations based in Hong Kong.
Proposal No. 2     The Acquisition Merger Proposal
Interests of Certain Persons in the Business Combination, page 128

3.       We note your response to previous comment 7 and reissue in part.
Please revise to further
         discuss the details of how each board member considered their
obligations and conflicts of
         interest in negotiating and recommending the business combination. For
example,
         consider disclosing how the board weighed the conflicts of interest
against the perceived
         benefits of the transaction. We also note Seazen's continued
involvement throughout the
         negotiation and recommendation process. Please clarify the reasoning
behind Seazen's
         presence at certain negotiations and discussions and what value they
provided to ASCA
         and NewGenIvf in these processes.
Unaudited Pro Forma Condensed Combined Financial Statements, page 196

4.       Please expand note (EE) on page 202 to disclose any securities that
were not included in
         the computation of diluted EPS because to do so would have been
antidilutive. Include
         any explanatory footnotes to these securities, as necessary.
5.       Please disclose your pro forma accounting for the Earnout Shares.
Provide us any
         additional analysis of your accounting, as necessary.
Financial Statements of NewGenIvf Limited
Consolidated Balance Sheets, page F-44

6.       We have reviewed your revised disclosure in response to prior comment
10, which only
         addressed part of the prior comment. As previously set forth, we note
that $0.7 million of
         the amount owed by Mr. Siu and his spouse can be offset by dividends
that have already
         been approved by NewGenIvf   s Board -- which they presumably control
as principal
         shareholders. Consequently, it appears that the $.7 million should be
accounted for as a
         capital distribution and deducted from equity instead of as an asset.
Please revise your
 Claudius Tsang
A SPAC I Mini Acquisition Corp.
September 20, 2023
Page 3
      presentation of this amount (i.e., in your consolidated balance sheets,
consolidated
      statements of changes in shareholders' equity, disclosures, pro forma
financial statements,
      etc.), accordingly. Refer to SAB Topic 4:G, by analogy.
Consolidated Statements of Operations and Comprehensive Income, page F-45

7.    We have reviewed your response to prior comment 12 and note, in part,
that Mr. Siu Wing
      Fung, Alfred and Ms. Fong Hei Yue, Tina, your CEO and CMO, have not
received any
      taxable salary. As set forth in SAB Topics 1:B and 5.T., we believe
financial statements
      should reflect the costs of doing business. We believe the substance of
these principal
      shareholders not receiving compensation for their time and effort as CEO
and CMO is
      making a capital contribution to NewGenIvf Limited and receiving the
contribution as
      compensation. As noted on page F-67, "Mr. Siu Wing Fung, Alfred and Ms.
Fong Hei
      Yue, Tina, who are the directors and controlling shareholders of the
Company, devoted
      their time and effort to operate the Company and its subsidiaries."
Please revise
      NewGenIvf   s financial statements to reflect the estimated value of the
services provided
      by these executive officers for the relevant periods presented, recorded
as an operating
      expense and additional paid-in capital. Explain to us your method for
estimating fair
      value including your consideration of the compensation paid by similar
companies for
      equivalent executive services. For example, the executive compensation
paid by the 3
      comparable companies you identified on page 116 would appear relevant to
this analysis.
       You may contact Michael Fay at 202-551-3812 or Al Pavot at 202-551-3738
if you have
questions regarding comments on the financial statements and related matters.
Please contact
Benjamin Richie at 202-551-7857 or Margaret Schwartz at 202-551-7153 with any
other
questions.



                                                           Sincerely,

FirstName LastNameClaudius Tsang                           Division of
Corporation Finance
                                                           Office of Industrial
Applications and
Comapany NameA SPAC I Mini Acquisition Corp.
                                                           Services
September 20, 2023 Page 3
cc:       Giovanni Caruso, Esq.
FirstName LastName
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