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                              August 29, 2022

       Xiaodong Yang
       M.D., Ph.D.
       Apexigen, Inc.
       75 Shoreway Road, Suite C
       San Carlos, CA 94070

                                                        Re: Apexigen, Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed August 12,
2022
                                                            File No. 333-266847

       Dear Dr. Yang:

              We have limited our review of your registration statement to
those issues we have
       addressed in our 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 August 12, 2022

       Cover Page

   1.                                                   We note the significant
number of redemptions of common stock in connection with your
                                                        business combination
and that the shares being registered for resale will constitute a
                                                        considerable percentage
of your public float. Highlight the significant negative impact
                                                        sales of shares on this
registration statement could have on the public trading price of your
                                                        shares.
       Risk Factors, page 7

   2.                                                   Update the disclosure
in the risk factor titled "Our management has limited experience in
                                                        operating a public
company" in light of the failure to timely file the Form 10-Q for the
                                                        quarter ended June 30,
2022.
 Xiaodong Yang
Apexigen, Inc.
August 29, 2022
Page 2
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
83

3.    In light of the significant number of redemptions and the unlikelihood
that the company
      will receive significant proceeds from exercises of the warrants because
of the disparity
      between the exercise price of the warrants and the current trading price
of the common
      stock, expand your discussion of capital resources to address any changes
in the
      company's liquidity position since the business combination. If the
company is likely to
      have to seek additional capital, discuss the effect of this offering on
the company's ability
      to raise additional capital.
4.    Please expand your discussion here to reflect the fact that this offering
involves the
      potential sale of a substantial portion of shares for resale and discuss
how such sales could
      impact the market price of the company's common stock.
Exhibits

5.    We note your disclosure in the footnotes to the exhibit index that
certain portions of
      Exhibit 2.1 have been redacted. If you intend to redact information
pursuant to Item
      601(b)(10)(iv) of Regulation S-K, please revise to include a prominent
statement on the
      first page of such redacted exhibit that certain identified information
ahs been excluded
      because it is both not material and the type of information that the
registrant treats as
      private or confidential. Refer to Item 601(b)(10)(iv) of Regulation S-K.
        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.

       Please contact Jane Park at 202-551-7439 or Christine Westbrook at
202-551-5019 with
any questions.



                                                             Sincerely,
FirstName LastNameXiaodong Yang
                                                             Division of
Corporation Finance
Comapany NameApexigen, Inc.
                                                             Office of Life
Sciences
August 29, 2022 Page 2
cc:       Michael Coke, Esq.
FirstName LastName