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CORRESP
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    October 10, 2023

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    Office of Energy & Transportation

    100 F Street NE

    Washington, D.C. 20549

    Attn: Shannon Buskirk and Joanna Lam

    Re:
    Prospector Capital Corp.

    Form 10-K for the Fiscal Year Ended December 31, 2022

    Filed March 31, 2023

    File No. 001-39854

Dear Ms. Buskirk and Ms. Lam:

On behalf of our client,
Prospector Capital Corp., a Cayman Islands exempted company (the “Company”), we are writing to submit the Company’s
response to the comment of the staff of the Division of Corporation Finance (the “Staff”) of the United States Securities
and Exchange Commission contained in the Staff’s letter, dated September 5, 2023, with respect to the above-referenced Form 10-K
for the fiscal year ended December 31, 2022, filed on March 31, 2023 (the “Form 10-K”).

For ease of reference,
the comment contained in the Staff’s letter is printed below in bold and is followed by the Company’s response. Capitalized
terms used but not defined herein have the meanings set forth in the Form 10-K.

Form 10-K for the Fiscal Year Ended December
31, 2022

Financial Statements

Note 8, Warrants, page F-16

 1. We note that you account for the Public and Private Placement Warrants as equity. Please provide us
with your analysis under ASC 815-40 to support your accounting treatment for the warrants. As part of your analysis, please address whether
there are any terms or provisions in the warrant agreement that provide for potential changes to the settlement amounts that are dependent
upon the characteristics of the holder of the warrant, and if so, how you analyzed those provisions in accordance with the guidance in
ASC 815-40.

Response: The
Company respectfully acknowledges receipt of the Staff’s comment.

With respect to the
Staff’s request that the Company address whether there are any terms or provisions in the warrant agreement that provide for
potential changes to the settlement amounts that are dependent on the characteristics of the holder of the warrant, the only such
terms or provisions relate to changes that would occur upon the transfer of the Private Placement Warrants to non-affiliated
holders. As disclosed in Item 7 – “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” – “Critical Accounting Policies” – “Warrants” on page 43 of
the Form 10-K, on June 30, 2021, the Company and its sponsor, Prospector Sponsor LLC, the sole holder of the Private Placement
Warrants, executed an agreement pursuant to which the holders of the Private Placement Warrants agreed to not transfer the Private
Placement Warrants to non-affiliated holders. As a result of such agreement, no changes to the settlement amounts depending on the
characteristics of the holder can occur. In future filings where the terms of the warrants are described, the Company will clarify
the current terms of the Private Placement Warrants as not being transferable to non-affiliated third parties.

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United States Securities and Exchange Commission

October 10, 2023

In
the course of the Company’s review of the warrant agreement in light of the Staff’s comment, the Company has determined that
provisions contained in Section 4.4 of the warrant agreement relating to the cash settlement of the Public Warrants and Private Placement
Warrants in the event of a tender offer that results in the offeror holding more than 65% of the public shares (a “65% Trigger ”)
require both to be accounted for as derivative liabilities rather than equity because, following the redemptions of public shares in
connection with the Company’s extension vote in January 2023, a 65% Trigger can occur without constituting a change in control.
The Company is performing a SAB 99 analysis to promptly determine what, if any, changes need to be made to the Company’s previously
issued financial statements and how those changes need to be reflected.

* * *

Please do not hesitate
to contact Joel Rubinstein at (212) 819-7642 of White & Case LLP with any questions or comments regarding this letter.

    Sincerely,

    /s/ White & Case LLP

    White & Case LLP

 cc: Derek Aberle, Prospector Capital Corp.

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