United States securities and exchange commission logo





                              July 2, 2021

       R. Halsey Wise
       Chief Executive Officer
       AfterNext HealthTech Acquisition Corp.
       301 Commerce St., Suite 3300
       Fort Worth, TX 76102

                                                        Re: AfterNext
HealthTech Acquisition Corp.
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted June 7,
2021
                                                            CIK 0001865975

       Dear Mr. Wise:

              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

       The Offering
       Payments to insiders, page 38

   1.                                                   We refer you to the
fourth and sixth bullet points regarding payments. You expect to pay
                                                        a customary financial
advisor fee, agent fee or consulting fee to TPG Capital BD, LLC
                                                        and other entities
affiliated with TPG "in an amount that constitutes a market standard fee
                                                        for comparable
transactions." Please revise to disclose the potential amount payable to
                                                        TPG Capital BD, LLC and
other entities affiliated with TPG. Clarify whether agreements
                                                        are in place for such
arrangements. Also discuss in necessary detail how you will
                                                        determine the amounts
to be paid as "a finder   s fee, consulting fee or other compensation
                                                        in connection with
identifying, investigating and completing" the initial business
 R. Halsey Wise
FirstName   LastNameR.Acquisition
                       Halsey Wise
AfterNext HealthTech              Corp.
Comapany
July 2, 2021NameAfterNext HealthTech Acquisition Corp.
July 2,2 2021 Page 2
Page
FirstName LastName
         combination, including whether you have a ceiling or a formula for
such payments, either
         individually or in the aggregate. We note the related discussion at
page 146 and
         elsewhere. Lastly, please ensure that any documents providing the
details of the fees and
         all other material compensation arrangements are filed as exhibits.
2.       We note that you will be filing as exhibit 10.8 the administrative
services agreement with
         your sponsor. You state at page 39 that "The monthly fees for office
space, administrative
         and support services are higher than what is typical for blank check
companies." Please
         disclose how much of the $50,000 monthly payment is allocated to
office space and how
         much to administrative and support services.
Conflicts of Interest, page 41

3.       We note your disclosure that TPG is currently sponsoring four other
public blank check
         companies. Please revise to identify these four other blank check
companies and briefly
         describe the current status of each company.
Summary Financial Data, page 45

4.       Please revise to provide "as adjusted" summary financial data in the
next amendment.
Use of Proceeds, page 92

5.       Revise to disclose how you will use the $1,100,000 of proceeds not
held in the trust
         account.
Dilution, page 97

6.       Please revise to also present dilution per share assuming the
underwriter   s over-allotment
         is exercised in full.
7.       We note you disclose negative pro forma net tangible book value of
$(11,131,949) or
         $(1.27) per share resulting dilution per share to public investors of
$(11.27) per share.
         Please explain how dilution per share to the (new) public investors
exceeds the $10.00 per
         share purchase price of such shares.
Capitalization, page 100

8.       We note from your disclosure on page 73 that the warrants you will
issue in connection
         with this offering and the simultaneous private placement will not
meet the criteria for
         equity classification. Please revise the "As Adjusted" column of your
Capitalization table
         to reflect the warrant liability and provide footnote which explains
how the fair value of
         the warrant liability will be determined.
 R. Halsey Wise
AfterNext HealthTech Acquisition Corp.
July 2, 2021
Page 3

        You may contact Sondra Snyder, Staff Accountant, at 202-551-3332 or Gus
Rodriguez,
Accounting Branch Chief, at 202-551-3752 if you have questions regarding
comments on the
financial statements and related matters. Please contact Irene
Barberena-Meissner, Staff
Attorney, at 202-551-6548 or, in her absence, Timothy S. Levenberg, Special
Counsel, at 202-
551-3707 with any other questions.



                                                          Sincerely,
FirstName LastNameR. Halsey Wise
                                                    Division of Corporation
Finance
Comapany NameAfterNext HealthTech Acquisition Corp.
                                                    Office of Energy &
Transportation
July 2, 2021 Page 3
cc:       Alison A. Haggerty, Esq.
FirstName LastName