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United States securities and exchange commission logo
August 20, 2021
Jonah Raskas
Co-Chief Executive Officer
CHW Acquisition Corp.
2 Manhattanville Road
Suite 403
Purchase, NY 10577
Re: CHW Acquisition
Corp.
Amended
Registration Statement on Form S-1
Filed August 18,
2021
File No. 333-254422
Dear Mr. Raskas:
We have reviewed your amended registration statement and have the
following
comment. In our comment, 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 comment applies 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 this comment, we may have additional comments.
Amended Registration Statement on Form S-1 filed August 18, 2021
General
1. We note the disclosure
on the cover page that 13 anchor investors have indicated an
interest to purchase up
to 990,000 units each (with one anchor investor indicating an
interest to purchase up
to 500,000 units), with a maximum aggregate purchase of 9.8
million of the 10
million units being registered. Please disclose throughout the percent of
the amount being
offered that may be sold to the anchor investors and the potential
material impact on the
public investors due to the significant amount of the offering being
purchased by the anchor
investors. Additionally, please tell us whether the limited
number of public
investors would impact the company s listing eligibility. Please revise
the summary and risk
factors to further clarify the potential impact such purchases could
Jonah Raskas
CHW Acquisition Corp.
August 20, 2021
Page 2
have upon liquidity. In addition, please clarify how the allocation will
work if the full
amount is purchased, as the amount allocated to each anchor investor
would be greater
than the maximum aggregate that may be purchased by the anchor investors.
You may contact Ameen Hamady at 202-551-3891 or Kristina Marrone at
202-551-3429
if you have questions regarding comments on the financial statements and
related
matters. Please contact Pam Howell at 202-551-3357 or James Lopez at
202-551-3536 with any
other questions.
Sincerely,
FirstName LastNameJonah Raskas
Division of
Corporation Finance
Comapany NameCHW Acquisition Corp.
Office of Real
Estate & Construction
August 20, 2021 Page 2
cc: Ari Edelman
FirstName LastName