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United States securities and exchange commission logo
April 1, 2021
Jonah Raskas
Co-Chief Executive Officer
CHW Acquisition Corp.
2 Manhattanville Road
Suite 403
Purchase, NY 10577
Re: CHW Acquisition
Corp.
Registration
Statement on Form S-1
Filed March 18,
2021
File No. 333-254422
Dear Mr. Raskas:
We have reviewed your 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.
Form S-1 filed on March 18, 2021
General
1. We note that each unit
now consists of one ordinary share and one warrant and that one
warrant entitles the
holder to purchase 1/2 a share. However, we continue to note
disclosure that no
fractional warrants will be issued upon separation of the unit and that
investors must purchase
at least two units to receive or trade one warrant. We also note
reference in the fee
table to the unit including 1/2 of a warrant and the risk factor on page
49 stating each unit
consists of only 1/2 a warrant. In addition, we note your disclosure on
page 115 indicates that
one whole warrant entitles a holder to purchase one share. Please
reconcile disclosure
throughout the prospectus to consistently describe the securities being
offered.
Jonah Raskas
CHW Acquisition Corp.
April 1, 2021
Page 2
2. We note the disclosure that the founders shares are the only shares that
may vote on the
appointment of directors prior to the initial business combination.
Please advise us where
the applicable provision in the corporate documents. We are unable to
locate this
provision.
3. Please include disclosure regarding the exclusive forum provision that
appears in section
9.3 of the warrant agreement filed as exhibit 4.4.
Exhibit 23.1, page 1
4. We note the consent references the audit report dated February 9, 2021
except for the 2nd
paragraph in Note 8 which is dated March 17, 2021. The actual audit
report appears to be
dated February 9, 2021, except for the 2nd paragraph in Note 8 which is
dated March 16,
2021. Please revise the consent to reference the correct audit report
date.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
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 Erin E. Martin at
202-551-3391 with
any other questions.
Sincerely,
FirstName LastNameJonah Raskas
Division of
Corporation Finance
Comapany NameCHW Acquisition Corp.
Office of Real
Estate & Construction
April 1, 2021 Page 2
cc: Ari Edelman
FirstName LastName