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    November 14, 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 November 13, 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”).

    The Company’s responses below are preceded by the Staff’s comments in bold for ease of reference. Capitalized terms used but not defined herein have the meanings given to them 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.
    The analysis in your supplemental response letter dated November 3, 2023 addresses the impact of the shareholder redemptions on the Private Warrants. Tell us what consideration was given to the impact on the accounting for the Public Warrants since the date of the Class A share redemptions, and whether you believe a similar change in accounting is required when restating your financial statements.

    Response: The Company respectfully acknowledges receipt of the Staff’s comment. The analysis provided in the supplemental response letter dated November 3, 2023 focused on the Private Placement Warrants. However, the Company considered the impact of both the Public and Private Warrants. The SAB 99 memo has been revised accordingly to reflect the analysis as affecting both the Public and Private Warrants, and is being furnished herewith as Exhibit A. The Company believes a similar change in accounting is required for the Public and Private Warrants.

United
States Securities and Exchange Commission

November 3, 2023

 2. To
                                            assist in our review of your supplemental response dated November 3, 2023, provide a copy
                                            of the Letter Agreement dated June 30, 2021 between the Company and Prospector Sponsor LLC
                                            and a summary of the key terms of this Letter Agreement, such as the duration of the agreement,
                                            whether the agreement remains effective given the extension to complete a business combination
                                            to December 31, 2023, clarify the date the agreement was entered into and any other relevant
                                            key terms.

Response:
The Company respectfully acknowledges receipt of the Staff’s comment. A copy of the Letter Agreement is being furnished herewith
as Exhibit B. Below is a summary of the key terms of the Letter Agreement:

 ● The
                                            Letter Agreement was entered into on June 30, 2021.

 ● Under
                                            the Letter Agreement, the Company’s sponsor and initial purchaser and sole holder of
                                            the Private Placement Warrants, Prospector Sponsor LLC (the “Sponsor”),
                                            surrendered its ability to transfer any of the Private Placement Warrants to any individuals
                                            or entities that are not affiliates of the Sponsor.

 ● The
                                            Letter Agreement does not have an express end date and is effective and binding for so long
                                            as the Private Placement Warrants remain outstanding, including up to and following the Company’s
                                            extended deadline of December 31, 2023 to complete a business combination.

 ● The
                                            Letter Agreement is governed by the laws of the State of New York.

*
* *

    2

United
States Securities and Exchange Commission

November 3, 2023

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.

    3

Exhibit
A

    To:
    Prospector Capital Corp

    Date:
    October 13, 2023

Re: SAB
                                            99 Public and Private Placement Warrant Classification Assessment (i.e., equity vs. liability
                                            classification post redemptions)

Purpose

The
purpose of this memorandum is to document management’s analysis and conclusion on the materiality of an error identified related
to the classification of Public and Private Placement Warrants post redemptions for Prospector Capital Corp (the “Company”).

Guidance
Applied

The
Company’s assessment is based on the following guidance resources:

 1. SEC
                                            Staff Accounting Bulletin No. 99 (‘SAB 99’), Materiality

 2. AS
                                            2201 – Evaluating deficiencies, significant deficiencies, and material weaknesses

 3. AS
                                            2201 “An Audit of Internal Control Over Financial Reporting That Is Integrated with
                                            An Audit of Financial Statements”

Authoritative
language in black italicized text.

Excerpts from the public and private
placement warrant agreement in blue text.

Management’s analysis in red
text.

Question
#1: Does Section 4.4 result in liability classification of the Public and Private Placement Warrants?

Section 4.4 If
reorganization is a tender offer accepted by holders of ordinary shares in which the maker will own more than 65% of ordinary shares,
the Warrant holders would be entitled to receive the highest amount of settlement receivable as if they were a shareholder. That is the
highest amount of cash, securities, or other property to which such holder would actually have been entitled as a shareholder if such
Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the
Ordinary Shares held by such holder had been purchased pursuant to such tender or exchange offer.

If less than 70%
of consideration receivable by ordinary shareholders is payable in the form of listed shares/stock in the successor entity, and Warrant
holders want to exercise within 30 days of the reorganization, the Warrant price will be reduced by an amount equal to the difference
of (i) the Warrant Price in effect prior to such reduction minus (ii) (A) the Per Share Consideration minus (B) the Black-Scholes Warrant
Value.

    4

ASC
815-40-55-2 states that an event that causes a change in control of an entity is not within the entity’s control and, therefore,
if a contract requires net cash settlement upon a change in control, the contract generally must be classified as an asset or a liability.

ASC
815-40-55-3 then states, however, if a change-in-control provision requires that the counterparty receive, or permits the counterparty
to deliver upon settlement, the same form of consideration (for example, cash, debt, or other assets) as holders of the shares underlying
the contract, permanent equity classification would not be precluded as a result of the change-in-control provision. In that circumstance,
if the holders of the shares underlying the contract were to receive cash in the transaction causing the change in control, the counterparty
to the contract could also receive cash based on the value of its position under the contract.

Further
SEC Staff noted “We recently evaluated a fact pattern involving Private Placement Warrants issued by a SPAC. The terms of those
Private Placement Warrants included a provision that in the event of a tender or exchange offer made to and accepted by holders of more
than 50% of the outstanding shares of a single class of common stock, all holders of the Private Placement Warrants would be entitled
to receive cash for their Private Placement Warrants. In other words, in the event of a qualifying cash tender offer (which could be
outside the control of the entity), all Private Placement Warrant holders would be entitled to cash, while only certain of the holders
of the underlying shares of common stock would be entitled to cash. OCA staff concluded that, in this fact pattern, the tender offer
provision would require the Private Placement Warrants to be classified as a liability measured at fair value, with changes in fair value
reported each period in earnings.”

Ordinary shares are defined in the
Company’s Warrant agreement as Class A shares. The Class A and Class B shares have rights that rank Pari-passu in all respects and
vote together as same class on one-to-one basis. In tender offer transaction, if the maker obtains at least 65% of ordinary shares (65%
of 32 million Class A Shares is 20.8 million which makes up more than 50% of the voting interest inclusive of Class A and Class B shares),
the maker will effectively hold more than 50% of the Company’s voting interest resulting in a change in control. ASC 815-40 allows
for cash settlement of a Warrant in circumstances in which holders of the underlying shares also would receive cash. Specifically, ASC
815-40-55-3 stated that “if a change-in-control provision requires that the counterparty receive, or permits the counterparty to
deliver upon settlement, the same form of consideration (for example, cash, debt, or other assets) as holders of the shares underlying
the contract, permanent equity classification would not be precluded as a result of the change-in-control provision.” As the tender
offer provision in Section 4.4 of the Warrant Agreement requires a change of more than 65% of ordinary shares (effectively more than 50%
of the voting control) of the Company, it would be considered a change of control and therefore compliant with the SEC Staff Statement.
Therefore, equity classification for the Public Warrants and Private Placement Warrants would not be prohibited.

In the event of a Warrant price reduction
by means of a mathematical formula because less than 70% of consideration receivable by ordinary shareholders is payable in the form of
listed shares/stock in the successor entity, the guidance under ASC 815-40-55-42 states that for these types of events, if the adjustment
to the strike price is based on a mathematical formula that determines the direct effect that the occurrence of such dilutive events should
have on price of the underlying shares, this does not preclude an instrument from being considered indexed to the Company’s own
stock, as the only variables that could affect the settlement amount would be inputs to the fair value of a fixed-for-fixed option on
equity shares. Therefore, this provision does not preclude the Warrants from being considered indexed to the Company’s own stock.

Subsequent to year end,
the redemptions effectively flipped the percentages such that 65% of the Class A shares no longer make up more than 50% of the voting
interest. None of the Private Placement Warrants would be exercisable in advance of a de-spac transaction, thus at the time the Public
Warrants could be tendered for cash consideration, all of the Class B shares would have been converted into Class A shares. The warrant
agreement reads, “if a tender, exchange or redemption
offer shall have been made to and accepted by the holders of the Ordinary Shares … under circumstances in which, upon completion
of such tender or exchange offer, the maker thereof … own[s] beneficially … more than 65% of the outstanding Ordinary Shares,
the holder of a Warrant shall be entitled to receive as the Alternative Issuance, the highest amount of cash, securities or other property
to which such holder would actually have been entitled as a shareholder if such Warrant holder had exercised the Warrant prior to the
expiration of such tender or exchange offer”. The 65% test, should it be satisfied at the time of
warrant exercisability, would mean that sufficient shares would have been tendered that a change of control would have occurred and therefore
would be compliant with the SEC Staff Statement. However, on advice of counsel, it is not possible to rule out the possibility that a
Warrant holder could assert that, even in the face of a failed 65% test at the time of warrant presentation for cash consideration, such
Warrant must be deemed to be exercisable because the 65% might at one point in the past have been met and therefore demand cash compensation.
Without taking a view as to the probability of prevailing on such a claim, it is clearly more conservative to assume that such a claim
could succeed. As such this conservative interpretation of the 65% test would preclude the Warrants from receiving equity treatment and
under such conservative interpretation should have been reclassified to liability based on the fair value of the Warrants on January 24,
2023, the date the redemptions occurred and subsequently carried at fair value with changes in fair value reflected in the statement of
operations. See SAB 99 workbook for impact on materiality on a quantitative basis.

    5

Question #1 Conclusion

As a result of further evaluation
surrounding the Company’s accounting treatment for Public and Private Placement Warrants under ASC 815, it was identified that as
a result of the redemptions that occurred on January 24, 2023, the Public and Private Placement Warrants will be conservatively assumed
to no longer qualify for equity classification. The redemptions resulted in the possibility for the tender offer provision listed within
the Warrant agreement referenced above to be triggered without a change in control also being triggered.

Question
#2: Does the change in classification of the Public and Private Placement Warrants result in a material modification to the Company’s
financial statements?

In
accordance with SEC Staff Accounting Bulletin No. 99, Materiality:

1.
Assessing Materiality

Facts:
During the course of preparing or auditing year-end financial statements, financial management or the registrant’s independent auditor
becomes aware of misstatements in a registrant’s financial statements. When combined, the misstatements result in a 4% overstatement
of net income and a $.02 (4%) overstatement of earnings per share. Because no item in the registrant’s consolidated financial statements
is misstated by more than 5%, management and the independent auditor conclude that the deviation from generally accepted accounting principles
(“GAAP”) is immaterial and that the accounting is permissible.

Question:
Each Statement of Financial Accounting Standards adopted by the Financial Accounting Standards Board (“FASB”) states, “The
provisions of this Statement need not be applied to immaterial items.” In the staff’s view, may a registrant or the auditor of its
financial statements assume the immateriality of items that fall below a percentage threshold set by management or the auditor to determine
whether amounts and items are material to the financial statements?

Interpretive
Response: No. The staff is aware that certain registrants, over time, have developed quantitative thresholds as “rules
of thumb” to assist in the preparation of their financial statements, and that auditors also have used these thresholds in their
evaluat