SecProbe.io

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Mail Stop 3561

								October 3, 2005

Gilbert F. Amelio, CEO
Acquicor Technology Inc.
4910 Birch St., #102
Newport Beach, CA 92660

      Re:	Acquicor Technology Inc.
		Registration Statement on Form S-1
		Filed August September 2, 2005
      File No. 333-128058

Dear Mr. Amelio:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General

1. Please tell us the factors you considered in determining to
value
this offering at $150,000,000.  What factors did you consider when
determining that you might need $137,393,000 in the trust fund to
effect the business combination contemplated by the registration
statement?  It does not appear to the staff as though the
determination to value the offering at this amount is an arbitrary
decision and we would like to know the specific factors and
motivations behind the valuation.  This includes the time period
before the company`s corporate existence was established in August
of
2005 and encompasses any and all evaluations and/or discussions
that
may have taken place prior to the involvement of the principals
with
the formal entity of Acquicor Technology.  Given management`s
extensive and high-level experience effecting acquisitions, the
precise nature of their knowledge about their ability to effect a
combination with a company whose fair market value is equal to at
least 80% of the company`s net assets may be material information
for
which appropriate disclosure is required.  We may have further
comment.

2. We note your disclosure concerning your issuance of the
purchase
option to provide for the opportunity for Wedbush Morgan
Securities
and ThinkEquity Partners to purchase a total of up to 1,250,000
units.  Please revise, here and elsewhere as appropriate to
clarify
if such amount is an aggregate amount for purchases by both
underwriters or if each underwriter has the option to purchase
such
amount.  To the extent it is an aggregate amount, briefly discuss
how
such amount will be allocated among the underwriters.  Note also
any
additional disclosure obligations in the fee calculation table of
the
registration statement.

3. We note the structure of this offering and its similarity to
numerous blank check offerings underwritten on a firm commitment
basis that recently have been registered with the Commission.
With a
view toward disclosure, identify for us supplementally the names
of
the companies that have registered or are seeking to register
blank
check offerings underwritten on a firm commitment basis in which
an
officer, director, affiliate, underwriter or attorney of the
registrant have been involved; the Securities Act Form the
companies`
filed on; if applicable, the date of effectiveness; and, the
status
of the offering thus far.  In this regard, tell us the amount
escrowed to date and whether the blank checks have engaged in the
desired business combination outlined in the prospectus.  To
assist
the staff in this regard, please present the information in a
tabular
format.  We may have further comment.

4. Provide disclosure in a prominent place in the prospectus
detailing the various fees, reimbursements and other cash flows
being
paid or eligible to be paid to the existing stockholders and/or
officers and directors in this offering.  Such cash flows should
be
identified by type or source of cash flow, as well as the amount,
if
known.  We may have further comment.

5. We note the disclosure in the summary and business section that
"many companies will need visionary leadership...in order to make
their businesses responsive to these market trends.  This will
afford
us an opportunity to lend our management skills and technology
expertise to the task of growing these businesses."  Discuss in an
appropriate place the company`s expectation as to whether the
current
management will remain associated with the company after the
consummation of the business combination.  Detail how the company
intends to accomplish this, referencing the necessary transaction
structure, valuation

determinations, exchange ratios, and other contingencies which
must
be addressed and structured so as to ensure that the company`s
management will be able to maintain its position with the company
post-business combination.

6. Please address the applicability or inapplicability of
Regulation
M in the context of the warrant repurchase agreements contained
within your registration statement.

7. Please furnish supplementally a statement as to whether or not
the
amount of compensation to be allowed or paid to the underwriters
has
been cleared with the NASD.  Prior to the effectiveness of this
registration statement, the staff requests that we be provided
with a
copy of the letter informing that the NASD has no objections.

8. Prior to effectiveness please provide an update with respect to
those states in which the offering will be conducted.

9. We note that the registration statement covers "such
indeterminable additional securities as may be issued as result of
the anti-dilution provisions contained in the Warrants or the
Option.
Please revise the disclosure to state that the indeterminate
number
of additional shares of common stock shall be issuable pursuant to
Rule 416 "to prevent dilution resulting from stock splits, stock
dividends or similar transactions."

Cover page of Prospectus

10. Please revise the second paragraph to indicate the offering
price
per unit.

Cautionary Note Regarding Forward Looking Statements, page ii

11. In light of the Rule 415 undertakings in Part II of the
registration statement, please revise or remove the statement
"[y]ou
should not assume that the information in this prospectus is
accurate
as of any date other than the date on the front cover of this
prospectus."

Prospectus Summary, page 1

12. Please disclose whether the company will only consider
entering
into a business combination with U.S. companies.

13. Please clarify the statements "[w]ith the development of the
Internet came the broad adoption of the Internet Protocol ("IP")
standard, which facilitates the transfer of information in a
uniform
digital format.  The convergence of technologies...is now being
extended... Many legacy technologies are migrating to the IP
standard."  Also revise the summary section to comply with the
requirements of Rule 421 of Regulation C.  Please use definite
concrete everyday words.  Please do not include technical terms or
jargon in the forepart of your prospectus, including your summary.
Where technical terms or jargon have to be used later in the
filing,
please explain them in ordinary, everyday language when first
used.
Further, we note that you make assertions regarding market
conditions.  Supplementally, please provide us with reasonable
support for the assertions and summarize the support later in the
prospectus.  If a third party is the source of the information,
please name the third party and the publication where the
information
can be found.

14. We note that purchasers of your units will receive one share
of
common stock and two warrants, allowing them to purchase shares
(following a business combination) at the price of $5.00 per
share.
We also note that in order to convert and receive a portion of the
funds held in trust, only the shares are required to be returned.
Please revise to clarify if the warrants remain outstanding
following
an election to receive funds in the trust.  This appears to create
an
opportunity for individuals to purchase units, remit the shares
allowing them to receive a portion of the trust, and benefit from
the
subsequent sale of the warrants they retain.

15. Disclose here, and elsewhere as appropriate, whether the
redemption of the warrants by the company would include the
warrants
held by Wedbush Morgan Securities and ThinkEquity Partners as a
result of the exercise of the Underwriters` option.
Alternatively,
if such warrants are not included, discuss the reasons why such
warrants are not included.  In addition, discuss whether Wedbush
Morgan Securities and ThinkEquity Partners have the right to
consent
before the company can exercise their redemption right and if so,
discuss the conflicts of interest that result from such right.

16. We note that certain of the disclosure in this section and the
business section appears to be somewhat promotional in nature
(e.g.,
"visionary leadership", etc.) and should be removed.  Please
revise.

17. We note your disclosure referencing the possibility that the
company will be raising additional funds in order to consummate a
business combination through the issuance of additional equity
securities in a private placement or through the issuance of debt
securities.  Discuss whether this is considered by the company to
be
a likely occurrence and if so how such an expectation relates to
the
company`s determination to raise $150,000,000 in this offering.
We
may have further comment.

18. We note that you "will not limit [your] evaluation strictly to
companies within" your "sector focus" even though the bulk of your
disclosure in this prospectus focuses on the technology,
multimedia
and networking sectors and your management`s expertise appears to
be
focused in the same industry groups.  Please revise to discuss how
management will carry out the search and evaluation of a company
that
may not be in its area of expertise.  Clarify if they will be
required to seek assistance in their evaluation of such company
and
if so, who the company has selected to assist them in such an
evaluation or how the company will go about determining who will
assist them in such an evaluation.

19. To the extent that you end up acquiring a company not in the
technology, multimedia and networking sectors, a substantial
portion
of your disclosure in this prospectus appears speculative.  Please
advise or revise.

20. We note the disclosure that Acquicor Management LLC has agreed
to
vote its shares "in accordance with the majority."  Please
disclose
what is meant by "in accordance with the majority."  For example,
does it mean that such insiders will vote their shares in the same
proportion as the vote by the public stockholders?  Does it mean
that
such insiders will vote the entirety of their shares either for or
against a Business Combination, as determined by the totality of
the
public stockholder vote?  Does it mean something else?

Risk Factors, page 7

21. If applicable, please include risk factors discussing possible
risks of acquiring a foreign company.  These risks may include
exchange controls that affect the import or export of capital or
remittance of dividends and withholding tax issues.

22. We note that you are not limited to acquiring a company
operating
in the technology, multimedia and networking sectors.  Because of
your ability to look outside the technology, multimedia and
networking sectors, it would appear your disclosure discussing the
risks of such industry is speculative.  In the event you
consummate a
combination with a non-technology, multimedia and networking
sector
company, the risks discussed on pages 20 - 23 would be moot.
Please
advise or revise.

23. In risk factor number 16, which appears on page 12, or
elsewhere
as appropriate, disclose for each officer and/or director of the
company each instance in which they have a fiduciary obligation
which
prior to and/or takes priority over the fiduciary obligation it
has
to the company.

Use of Proceeds, page 28

24. Please add a line in the use of proceeds table indicating the
total of the noted offering expenses.

25. In the use of proceeds table, in the use of net proceeds not
held
in trust, we note the line item of $400,000 for "[l]egal,
accounting,
and other expenses attendant to the due diligence investigations,
structuring and negotiations of a business combination."  We also
note another line item of $200,000 allocated to due diligence and
a
line item of working capital to cover miscellaneous expenses in
the
amount of $410,000.  Please explain why there are two separate
amounts for due diligence and another line item for similar
expenses.
Please reconcile these line items with the disclosure in the third
paragraph on page 25 that "[w]e intend to use the excess working
capital for other expenses...as well as for reimbursement of any
out-
of-pocket expenses."  Please explain which line item would be
allocated to pay directors, officers and special advisors for
reimbursement of their out-of-pocket expenses for due diligence.
Please clearly indicate which line item will be allocated to pay
fees
to market research firms and or third party consultants to assist
the
company`s search for a target business and whether these fees
would
include due diligence.  Please clearly indicate whether any of the
reimbursements to directors, officers and special advisors for
out-
of-pocket expenses will be for their payments to third parties for
third parties` performance of due diligence.  Please reconcile
theses
expenses with the disclosure in the MD&A section.

26. In this section and the MD&A section, please explain in
greater
detail the allocation of $425,000 for working capital.

27. Please discuss all possible uses of the proceeds held in trust
if
such funds are released to the company.  Please include any
finder`s
fees and expenses that may be in addition to those expenses to be
paid from the net proceeds not held in trust.  Please reconcile
this
disclosure with the disclosure in the MD&A section.

28. Please clarify which line items in the use of proceeds table
the
reimbursements will be paid from and the possible finder`s fee.

Management`s Discussion and Financial Analysis, page 30

29. We note the statement "[w]e will use substantially all of the
net
proceeds of this offering to acquire one or more operating
businesses...including identifying and evaluating prospective
acquisition candidates, selecting one or more operating
businesses,
and structuring, negotiating and consummating the business

combination."  Please discuss whether or not these expenses will
be
paid from the proceeds held in trust.  Please explain these
expenses
in more detail.  It may be helpful to explain in greater detail
the
expected use of the proceeds held in trust.

30. In  the discussion of the valuation methodology of the
purchase
option granted to Wedbush Morgan Securities and ThinkEquity
Partners,
volatility was derived utilizing the historical stock prices of 49
companies in the technology, multimedia and networking sectors
with
market capitalization of approximately $100 Million to $500
Million.
Discuss the reasons why these companies were selected for such
purposes, what factors were focused on in determining to select
these
companies, why 49 companies were selected, and how this selection
process relates to the company`s determination of potential
business
combination candidates.  We may have further comment.

Proposed Business, page 30

31. Please revise the business section to discuss in detail how
management intends to carry out its duty of seeking a target
business.

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