TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo July 6, 2022 Jonah Raskas Co-Chief Executive Officer and Director CHW Acquisition Corp 2 Manhattanville Road, Suite 403 Purchase, NY 10577 Re: CHW Acquisition Corp Amendment No. 4 to Registration Statement on Form S-4 Filed July 1, 2022 File No. 333-263418 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. Unless we note otherwise, our references to prior comments are to comments in our June 29, 2022 letter. Amendment No. 4 to Registration Statement on Form S-4 Filed July 1, 2022 Risk Factors In connection with the Business Combination, the Sponsor, and CHW's directors, executive officers, advisors and their affiliates..., page 117 1. We note your disclosure in response to comment 1 that the PIPE and Backstop Investor has entered into a side letter agreement to purchase shares from CHW, rather than in the open market. Given such purchases would still be outside of the tender offer, please confirm that the purchases are consistent with Tender Offers and Schedules C&DI Question 166.01, as you have done with respect to purchases by the Sponsor and the directors, executive officers, advisors and their affiliates on page 117. If not, tell us how they are appropriate under Rule 14e-5. Jonah Raskas CHW Acquisition Corp July 6, 2022 Page 2 Please contact Taylor Beech at 202-551-4515 or Dietrich King at 202-551-8071 with any questions. Sincerely, FirstName LastNameJonah Raskas Division of Corporation Finance Comapany NameCHW Acquisition Corp Office of Trade & Services July 6, 2022 Page 2 cc: Ari Edelman, Esq. FirstName LastName