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    Reed Smith LLP

    599 Lexington Avenue

    New York, NY 10022-7650

    +1 212 521 5400

    Fax +1 212 521 5450

    reedsmith.com

July 17, 2012

Ms. Maryse Mills-Apenteng

Special Counsel

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:        	Cazador Acquisition Corporation Ltd.

Registration Statement on Form S-4

Filed June 12, 2012

File No. 333-182076

Dear Ms. Mills-Apenteng:

On behalf of our client, Cazador Acquisition
Corporation Ltd., a Cayman Islands exempted company (the “Company”), we hereby provide responses to comments
(the “Comments) of the staff of the U.S. Securities and Exchange Commission (the “Staff”) issued
in a letter dated July 10, 2012 (the “Staff’s Letter”) regarding the Company’s above-referenced
Registration Statement on Form S-4 (the “Registration Statement”), as filed with the U.S. Securities and Exchange
Commission (the “Commission”) on June 12, 2012. Contemporaneous with this submission, we are filing on the EDGAR
system a complete copy of Amendment No. 1 to the Registration Statement (the “Amended S-4”) reflecting the responses
of the Company below.

In order to facilitate your review, we have
responded, on behalf of the Company, to each of the Comments set forth in the Staff’s Letter, on a point by point basis.
The Comments are set forth below in bold font and our response follows each respective Comment. In our response, page number references
are to the marked copy of the Amended S-4 that is being provided to you under separate cover. Terms used but not defined herein
have the respective meanings assigned thereto in the Amended S-4.

NEW YORK
¨ LONDON ¨ HONG KONG ¨
CHICAGO ¨ WASHINGTON, D.C. ¨ BEIJING
¨ PARIS ¨ LOS ANGELES ¨
SAN FRANCISCO ¨ PHILADELPHIA ¨
SHANGHAI ¨ PITTSBURGH

MUNICH
¨ ABU DHABI ¨ PRINCETON ¨
NORTHERN VIRGINIA ¨ WILMINGTON ¨
SILICON VALLEY ¨ DUBAI ¨ CENTURY CITY
¨ RICHMOND ¨ GREECE

        Ms. Maryse Mills-Apenteng

        July 17, 2012

        Page 2

General

1.           We
note the discussion on page F-60 regarding Net Element’s acquisition of Motorsport, LLC in February 2011. Tell us how you
considered the guidance in Items 17(a) and 14(e) of Form S-4 to include financial statements and pro forma information pursuant
to Rules 8-04 and 8-05 of Regulation S-X for this acquisition. In your response, please provide the significance test calculations
that support your conclusion.

The information required by Items 2.01 and 9.01 of
Form 8-K for the Motorsport acquisition was included by Net Element in its Transition Report, as amended, on Form 10-KT/A filed
with the Securities and Exchange Commission on February 3, 2011 pursuant to the Staff's guidance set forth in Question 101.01 of
the Division of Corporation Finance Compliance and Disclosure Interpretations on Exchange Act Form 8-K. The triggering event (completion
of Net Element's acquisition of Motorsport, LLC) occurred on February 1, 2011, which was within four business days before Net Element's
filing of such Form 10-KT/A.

Based on the level of significance as determined under
Rule 1-02(w) of Regulation S-X, Net Element included audited financial statements of Motorsport.com, Inc. for the years ended December
31, 2010 and 2009.

2.           Please
tell us whether you consider OpenFilm to be a predecessor to the company’s business and explain, in detail, the basis for
your conclusion.

Net Element does not consider Openfilm, LLC to be a predecessor to Net Element's business as it believes its own operations
prior to its acquisition of Openfilm, LLC on December 14, 2010 were not insignificant relative to the operations acquired of Openfilm,
LLC. As stated in Section 1170.1 of the Division of Corporation Finance Financial Reporting Manual, for purposes of financial statements,
the designation of an acquired business as a predecessor is generally not required except where a registrant succeeds to substantially
all of the business (or a separately identifiable line of business) of another entity (or group of entities) and the registrant's
own operations before the succession appear insignificant relative to the operations assumed or acquired. From April 1, 2010 (following
Net Element's exit from the oil and gas service industry) up until Net Element's acquisition of Openfilm, LLC, Net Element pursued
a strategy to develop and/or acquire technology and applications for use in the online media industry while concurrently pursuing
the development of an alternative energy services business. Net Element abandoned its efforts to develop an alternative energy
services business to focus only on the online media industry near the time that it acquired Openfilm, LLC.

The table below reflects the results of operations
of both Net Element and Openfilm for the period from January 1, 2010 through December 13, 2010 (the day prior to Net Element's
acquisition of Openfilm, LLC):

    Openfilm, LLC
    Net Element, Inc.

    Sales
      38,655
      -

    Less: Cost of Sales
      313,672
      1,394

    Gross Margin
      (275,017 )
      (1,394 )

    Operating Expenses
      538,057
      2,059,604

    Operating Loss
      (813,074 )
      (2,060,998 )

        Ms. Maryse Mills-Apenteng

        July 17, 2012

        Page 3

Both Net Element and Openfilm had de minimus sales
during the foregoing period. However, Net Element was actively working on developing technologies and applications for use in the
online media industry during the period, resulting in an operating loss of more than $2 million. Net Element's operating expenses
during the period include approximately $1.2 million of compensation expense attributable to the compensation of Net Element's
executive officers and approximately $200,000 of expenses attributable to filing fees, D&O insurance, investor relations fees,
professional fees and miscellaneous expenses that Net Element considers to be unrelated to its development activities. After deducting
such expenses, Net Element's operating expenses that are directly attributable to its development activities totals approximately
$700,000, which is significant relative to the operations acquired of Openfilm, LLC.

3.           Please
tell us when you filed an Item 2.01/9.01 Form 8-K for the Motorsport acquisition, or how you determined that a Form 8-K was not
required.

Please see the response to Comment 1 above.

Notices of Special Meeting of Shareholders

4.           Please
disclose the percentage of your outstanding shares beneficially owned by your sponsor both here and in the applicable “Questions
and Answers for Cazador Shareholders” on page 11.

Changes in response to the Staff’s Comment have
been made on the cover page of the joint proxy statement/prospectus, in the Notices of Special Meeting of Shareholders and on pages
8, 58, 69, 116, 120 and 121 of the Amended S-4.

Forward-Looking Statements, page i

5.           Please
delete the reference to the “Private Securities Litigation Reform Act of 1995.” As a blank check company, you cannot
rely on this safe harbor. See Section 27A(b)(1)(B) of the Securities Act.

Changes in response to the Staff’s Comment have
been made to the “Forward-Looking Statements” on page i of the Amended S-4.

Summary

How do the Net Element insiders intend to vote their shares,
page 17

6.           Here
and elsewhere, you state that Mr. Zoi owns, in combination with the holdings of entities that he controls, approximately 59.4%
of the issued and outstanding shares of Net Element’s common stock as of June 11, 2012 (67.2% assuming the exercise of options
and warrants Mr. Zoi owns which are currently exercisable). Please explain why this appears to vary from your beneficial ownership
disclosure on page 139.

        Ms. Maryse Mills-Apenteng

        July 17, 2012

        Page 4

 The variation results from the fact
that, other than the table appearing under “Security Ownership of Certain Beneficial Owners and Management and
Related Shareholder Matters” on page 106 of the Amended S-4, the Company has assumed a cashless exercise by Mr. Zoi of
options and warrants which he owns and which are currently exercisable. The table appearing under “Security Ownership
of Certain Beneficial Owners and Management and Related Shareholder Matters” on page 106 is presented in compliance
with Item 403 of Regulation S-K and does not make such an assumption. However, given that Mr. Zoi will enter into a
conversion agreement in connection with the merger pursuant to which the Net Element stock options and warrants he owns will
be exercised on a cashless basis, the Company and Net Element believe that it is appropriate to present Mr. Zoi’s
dilutive ownership of Net Element Common Stock under the assumption of a cashless exercise elsewhere in the Amended S-4. As a
result, the disclosure appearing on the cover page of the joint proxy statement/prospectus, in the Notices of Special Meeting
of Shareholders and on pages 12, 41, 124, 127 and 145 of the Amended S-4 has been revised to clarify this difference.

Interests of Officers and Directors in the Business Combination,
page 26

7.           Please
quantify the financial interests referenced in this section. Make a similar revision to the related risk factor on page 62.

Changes in response to the Staff’s Comment have been made to pages 19 and 49 of the Amended S-4.

Risk Factors

Risk Factors Relating to Cazador

“Cazador may have insufficient
time or funds to complete an alternative… ,” page 38

8.           This
risk factor is nearly identical to the immediately preceding and following risk factors. Please revise to avoid unnecessary duplication.

Changes in response to the Staff’s Comment have
been made to page 30 of the Amended S-4.

“Cazador’s working capital will be reduced
if holders… ,” page 43

9.          Please
disclose that at least $23.5 million must remain in your trust fund in order for the merger to proceed.

Changes in response to the Staff’s Comment have
been made to pages 9, 30, 31, 34, 53, 58 and 139 of the Amended S-4.

Risk Factors Relating to Net Element

“Net Element’s financial condition creates
doubt whether it will continue … ,” page 45

        Ms. Maryse Mills-Apenteng

        July 17, 2012

        Page 5

10.         Please
disclose that Net Element’s independent registered public accounting firm issued a going concern opinion for its audit of
the financial statements in Net Element’s annual report on Form 10-K for the fiscal year ended December 31, 2011. See Item
3 of Form S-4. Please make a similar revision to the related disclosure on page 123.

Changes in response to the Staff’s Comment have
been made to pages 35 and 95 of the Amended S-4.

Risk Factors Relating to the Business Combination

“There are inherent risks in the Cazador board’s
performing its own valuation… ,” page 60

11.         Please
discuss the risk that the lack of a fairness opinion may cause increased numbers of your shareholders to demand redemption, depleting
trust funds, and potentially impacting your ability to consummate the acquisition. See Item 3 of Form S-4.

Changes in response to the Staff’s Comment have
been made to page 47 of the Amended S-4.

“Both Cazador shareholders and Net Element shareholders
will have a reduced… ,” page 63

12.         In
this risk factor, or a new risk factor, please discuss the risks associated with Mr. Zoi’s post-merger beneficial ownership
of at least 54.3% of the company, assuming no redemptions of shares held by Cazador shareholders. See Item 3 of Form S-4. In addition,
add related disclosure to the cover page, notices of special meeting of shareholders, and summary.

Changes in response to the Staff’s Comment
have been made to   the cover page of the joint proxy statement/prospectus, in the Notices of Special Meeting of Shareholders
and on pages 13, 50, 124, 127 and 145 of the Amended S-4.

“Cazador and Net Element will incur significant
transaction and merger-related…,” page 65

13.         Please
quantify the estimated costs, if known and material. See Item 3 of Form S-4.

Changes in response to the Staff’s Comment have
been made to page 51 of the Amended S-4.

“A portion of the funds in the trust account may
be used to redeem… ,” page 68

14.         Please
discuss whether $23.5 million, the amount that must remain in your trust fund in order for the merger to proceed, is sufficient
to fund the working capital requirements of the post-merger company. See Item 3 of Form S-4.

Changes in response to the Staff’s Comment have
been made to page 53 of the Amended S-4.

Information About Cazador, page 69

15.         Article
47.1(b) of your Articles of Association requires you to acquire at least a controlling interest of a target business (meaning more
than 50% of the voting securities of such target business). Please discuss this requirement and how your proposed acquisition of
Net Element complies with such requirement.

        Ms. Maryse Mills-Apenteng

        July 17, 2012

        Page 6

Changes in response to the Staff’s Comment have
been made to pages 57 and 58 of the Amended S-4.

Security Ownership of Certain Beneficial Owners and Management
and Related Shareholder Matters, page 91

16.         Please
disclose the person or persons with sole or shared voting power and/or investment power over the shares beneficially owned by each
legal entity. See Item 18(a)(5)(ii) of Form S-4.

Changes in response to the Staff’s Comment have
been made to page 71 of the Amended S-4.

Information About Net Element

Management’s Discussion and Analysis of Financial
Condition and Results of Operations Overview, page 114

17.         Please
discuss the key challenges Net Element is facing. See Item 17(b)(5) of Form S-4, and for guidance, refer to Section III.A of SEC
Release No. 33-8350. For example, we note the various business risks discussed on pages 45 through 51.

Changes in response to the Staff’s Comment have been made to page 89 of the Amended S-4.

The Special Meeting of Cazador Shareholders

Voting by Cazador’s Directors, Executive Officers
and Sponsor, page 150

18.         Please
quantify the number of shares held by Cazador’s directors, executive officers, and sponsor here, and wherever else referenced.
See Item 18(a)(5)(i) of Form S-4.

Changes in response to the Staff’s Comment have
been made to the cover page of the joint proxy statement/prospectus and on pages 8, 58, 69, 116, 120 and 121 of the Amended S-4.

Cazador Proposal No. 1 — Approval and Adoption of
the Merger Agreement, page 154

19.         Please
clarify that even if a majority of your shareholders approve this proposal, you cannot proceed with the merger unless at least
two-thirds of your shareholders approve Cazador Proposal No. 2. Please also disclose that even if a majority of shareholders approve
the transaction, you cannot proceed with the merger if, due to redemptions by shareholders, you have less than $23.5 million in
the trust account.

Changes in response to the Staff’s Comment have
been made to page 120 of the Amended S-4.

Cazador Proposal No. 2 — Approval of the Cazador
Domestication, page 155

20.         Please
disclose what will happen if your shareholders approve this proposal, but do not approve Cazador Proposal No. 1.

        Ms. Maryse Mills-Apenteng

        July 17, 2012

        Page 7

Changes in response to the Staff’s Comment have
been made to pages 8, 15, 121 and 132 of the Amended S-4.

The Business Combination

General Description of the Business Combination, page
165

21.         You
state that the Exchange Ratio “initially” is 0.025 shares of NEI common stock per share of Net Element common stock.
Please clarify here, and throughout the registration statement, if any of the following are currently contemplated between now
and completion of the merger: stock splits, reverse stock splits, stock dividends, extraordinary cash dividends, reorganizations,
recapitalizations, reclassifications, combinations, ex