September 13,
2019

James Olsen
Chief Executive Officer
CHP Merger Corp.
25 Deforest Avenue, Suite 108
Summit, NJ 07901

       Re: CHP Merger Corp.
           Draft Registration Statement on Form S-1
           Submitted August 19, 2019
           CIK No. 0001785041

Dear Mr. Olsen:

       We have reviewed your draft 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 providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. 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 the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Draft Registration Statement on Form S-1 submitted August 19, 2019

Corporate Information, page 8

1.     Please provide us with copies of all written communications, as defined
in Rule 405 under
       the Securities Act, that you, or anyone authorized to do so on your
behalf, present to
       potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they
       retain copies of the communications.
Redemption of warrants for cash, page 12

2.     We note your disclosure that you may redeem the warrants even if you are
unable to
       register or qualify the underlying securities for sale under all
applicable state securities
       laws. Please clarify whether you may redeem the warrants when a holder
may not
 James Olsen
CHP Merger Corp.
September 13, 2019
Page 2
         exercise those warrants. If true, expand your risk factor disclosure
to indicate that the
         warrants may be redeemed even if the holders are unable to exericse
their warrants during
         the applicable redemption period.
Founder shares, page 14

3.       We note your disclosure that your initial stockholders, and your other
directors and
         officers with respect to any public shares acquired by them, have
entered into a letter
         agreement with you, pursuant to which they have agreed to waive the
disclosed rights.
         We also note your ability to extend the time you have to consummate a
business
         combination beyond 24 months from the closing of this offering. Please
clarify if these
         waivers will continue to apply during any extension periods beyond the
initial 24 months
         from the closing of your offering. If the rights and obligations of
your initial stockholders,
         and your other directors and officers, would be different during any
extension periods,
         please clarify and include appropriate risk factor disclosure.
4.       We note your disclosure on page 15 regarding the number of public
shares needed to vote
         in favor of an initial business combination if submitted to a vote and
assuming all
         outstanding shares are voted. Please disclose the number of public
shares needed to vote
         in favor of the transaction if only the minimum number of shares
required for a quorum
         vote, assuming all founder shares are voted.
Manner of conducting redemptions, page 22

5.       We note your disclosure on pages 23 and 29 regarding the testing of
the amount of your
         net tangible assets for the purposes of redemptions in connection with
a business
         combination or charter amendment. You indicate that the amount of net
tangible assets
         will be at least $5,000,001 either prior to or upon consummation of a
business
         combination. Given these alternative testing times, please clarify
whether there may be a
         time that your net tangible assets may be below the disclosed
$5,000,001 amount. Include
         in your response how the net tangible assets testing provision will
operate in connection
         with a charter amendment that occurs before a business combination.
Release of funds in trust account..., page 27

6.     We note your disclosure that funds held in the trust account will be
released to you before
       paying the redemption amounts. If this increases the risk that your
creditors or the
FirstName LastNameJames Olsen
       creditors of the acquired company could acquire rights to the funds
before they are paid to
ComapanystockholdersMerger Corp. redemption rights, please clarify and add
appropriate risk
       the NameCHP who exercise
       factors.
September 13, 2019 Page 2
FirstName LastName
 James Olsen
FirstName LastNameJames Olsen
CHP Merger Corp.
Comapany 13, 2019 Merger Corp.
September NameCHP
September 13, 2019 Page 3
Page 3
FirstName LastName
Redemption of public shares and distribution and liquidation if no initial
business combination,
page 28

7.       We note your disclosure that the underwriters have agreed to waive
their rights to their
         deferred underwriting commission held in the trust account in the
event you do not
         complete your initial business combination within the allotted time
frame. Please clarify
         if this waiver will continue to apply during any extension periods
beyond the initial 24
         months from the closing of your offering. If this waiver would be
different during any
         extension periods, please clarify and include appropriate risk factor
disclosure.
Risk Factors, page 32

8.       We note your disclosures beginning on page 132 regarding tax
consequences that are
         uncertain, unclear or where there is an absence of authority. Please
add a risk factor to
         address the tax uncertainties investors will encounter by an
investment in this offering.
9.       If the holders of the securities issued in your unregistered
transaction could exercise
         warrants while holders of warrants issued in this registered offering
could not, please
         disclose the risk to investors in this offering of not being able to
exercise the warrants
         while insiders can exercise and sell the underlying common stock.
You will not have any rights or interests in funds from the trust account...,
page 36

10.      We note your disclosure that your public stockholders will be entitled
to funds in the trust
         account only upon the earliest to occur of the listed events; if the
public stockholders who
         do not exercise their rights to the funds in connection with an
amendment to your
         amended and restated certificate of incorporation would then not have
rights to the funds
         in connection with a subsequent business combination, please revise to
clarify throughout
         your prospectus where you refer to the redemption in connection with a
business
         combination.
If third parties bring claims against us..., page 39

11.      If the transfer agent and warrant agent to be identified on page 127,
or the underwriters of
         your offering, will not execute the waivers described in this risk
factor, please clarify your
         disclosure as appropriate.
We may engage in a business combination with one or more target businesses...,
page 49

12.      Please address the significance of the difference between an opinion
regarding fairness to
         the company and fairness to the public stockholders.
Our warrants and founder shares..., page 55

13.      If the placement warrants described in the last paragraph of this risk
factor do not vote on
         amendments to the warrants, please clarify.
 James Olsen
FirstName LastNameJames Olsen
CHP Merger Corp.
Comapany 13, 2019 Merger Corp.
September NameCHP
September 13, 2019 Page 4
Page 4
FirstName LastName
Our amended and restated certificate of incorporation will designate..., page
58

14.      Please expand this risk factor regarding your exclusive forum
provision to address
         increased costs that stockholders may face to bring a claim.
Redemption of Public Shares and Liquidation if no Initial Business Combination,
page 90

15.      We note your disclosure in the third paragraph of this section. Please
disclose if you
         would proceed with any amendment described in this paragraph if
redemption rights were
         exercised in connection with any such amendment such that you would no
longer satisfy
         the net tangible asset requirement described in this paragraph after
those redemptions.
16.      We note your disclosure in the last paragraph of this section that
public stockholders will
         be entitled to receive funds from the trust account only under the two
circumstances
         described in the first sentence of this paragraph and that "[i]n no
other circumstances will
         a stockholder have any right or interest of any kind to or in the
trust account." We note,
         however, your disclosure in the first paragraph under the heading
"Amended and Restated
         Certificate of Incorporation" on page 94 that public stockholders will
be provided with the
         opportunity to redeem their public shares in connection with any vote
described in that
         section. We also note your disclosure regarding the circumstances
under which a public
         stockholder would be entitled to receive funds from the trust account
in your first risk
         factor on page 36 and in the last paragraph starting on page 65.
Please revise so that all of
         your related disclosure reconciles.
Principal Stockholders, page 111

17.      Please reconcile the voting power of your classes of common stock
disclosed on your
         prospectus cover with your disclosure on page 111 that the initial
stockholders have the
         right to elect all directors prior to the initial business
combination.
Transfer of Founder shares and Private Placement Warrants, page 112

18.      It appears from your disclosure that, in the case of clause (f) in
this section, the transferee
         will not be bound by the restrictions and agreements. Please tell us
how you will
         distinguish between the public shares and the private placement
securities after such
         transfers and whether the transferees will have rights to the funds in
the trust account.
Redemption of warrants for Class A common stock, page 122

19.      We note your disclosure in the last sentence of this section that
"[i]f, at the time of
         redemption, the warrants are exercisable for a security other than the
shares of Class A
         common stock pursuant to the warrant agreement (for instance, if we
are not the surviving
         company in our initial business combination), the warrants may be
exercised for such
         security." Given your references to Class A common stock in the bullet
points in this
         section, please revise to clarify how the bullet points would apply
when the redemption
         involves another entity's security. Also clarify how the information
in the table is adjusted
 James Olsen
CHP Merger Corp.
September 13, 2019
Page 5
       when determining the number of securities to issue upon exercise of the
warrants if you
       are not the surviving entity.
Personal Holding Company Status, page 132

20.    If you could become subject to the additional PHC tax, please disclose
if there would be
       any impact on the amounts available in your trust account and include
appropriate risk
       factor disclosure.
        You may contact Jeanne Bennett at (202) 551-3606 or Brian Cascio,
Accounting Branch
Chief, at (202) 551-3676 if you have questions regarding comments on the
financial statements
and related matters. Please contact Tim Buchmiller at (202) 551-3635 or Russell
Mancuso,
Legal Branch Chief, at (202) 551-3617 with any other questions.



                                                            Sincerely,
FirstName LastNameJames Olsen
                                                            Division of
Corporation Finance
Comapany NameCHP Merger Corp.
                                                            Office of
Electronics and Machinery
September 13, 2019 Page 5
cc:       Christopher J. Capuzzi, Esq.
FirstName LastName