SecProbe.io

CORRESP
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filename1.htm

November 9, 2022

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Real Estate and Construction

100
F Street, N.E.

Washington,
DC 20549

Attn: Stacie Gorman

 Pam
Howell

Re: TMT Acquisition
Corp

 Amendment No. 8 to Registration Statement on Form S-1

 Filed August 5, 2022

 File No. 333-259879

Dear
Ms. Gorman:

On
behalf of TMT Acquisition Corp, a Cayman Islands company (the “Company”), we hereby file with the Securities and Exchange
Commission (the “Commission”) Amendment No. 9 to Registration Statement on Form S-1 (the “Amended S-1”) in response
to the comments of the staff (the “Staff”), dated August 22, 2022, with reference to the Company’s Registration Statement
on Form S-1 filed with the Commission on August 5, 2022.

For
the convenience of the Staff, each of the Staff’s comments is included and is followed by the corresponding response of the Company.

Amended
Registration Statement on Form S-1 filed August 5, 2022 Prospectus Cover Page, page i

1.
We partially reissue comment 2. Please provide prominent disclosure about the legal and operational risks associated with a majority
of your directors and officers being based in or having significant ties to China. Your prospectus summary should address, but not necessarily
be limited to, the risks highlighted on the prospectus cover page.

Response:
In response to the Staff’s comment, the Company has included the requested disclosure on the prospectus cover page and page
7 of the Amended S-1.

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Real Estate and Construction

November 9, 2022

Page
2

Summary,
page 1

2.
We reissue comment 4. Please disclose each permission or approval that your officers and directors are required to obtain from Chinese
authorities to search for a target company. State whether your directors and officers are covered by permissions requirements from the
China Securities Regulatory Commission (CSRC), Cyberspace Administration of China (CAC) or any other governmental agency and state affirmatively
whether you have received all requisite permissions or approvals and whether any permissions or approvals have been denied. To the extent
you determine permissions are not needed, including the CAC disclosures in the risk factors section, please disclose the basis for your
determination. To the extent you relied upon the opinion of counsel, please file the consent as an exhibit. Please also describe the
consequences to you and your investors if your officers and directors (i) do not receive or maintain such permissions or approvals, or
(ii) inadvertently conclude that such permissions or approvals are not required and your directors and officers are required to obtain
such permissions or approvals in the future.

Response:
In response to the Staff’s comment, the Company has included the requested disclosure on page 7 of the Amended S-1.

3.
We note disclosure in your risk factor on page 33 that your sponsor, officers, directors, advisors or their affiliates may purchase shares
from public stockholders for the purpose of voting those shares in favor of a proposed business combination, thereby increasing the likelihood
of the completion of the combination. Please explain how such purchases would comply with the requirements of Rule 14e-5 under the Exchange
Act. Refer to Tender Offer Rules and Schedules Compliance and Disclosure Interpretation 166.01 for guidance.

Response:
In response to the Staff’s comment, the Company has included the following disclosure on pages 33 and 90 of the Amended S-1:

In
addition, if such purchases are made, the public “float” of our ordinary shares and the number of beneficial holders of our
securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on
a national securities exchange. However, in the event our sponsor, directors, officers, advisors or their affiliates were to purchase
shares from public shareholders, such purchases would by structured in compliance with the requirements of Rule 14e-5 under the Exchange
Act including, in pertinent part, through adherence to the following:

    ●
    the
    Company’s registration statement/proxy statement filed for its business combination transaction would disclose the possibility
    that the Company’s sponsor, directors, officers, advisors or their affiliates may purchase shares from public shareholders
    outside the redemption process, along with the purpose of such purchases;

    ●
    if
    the Company’s sponsor, directors, officers, advisors or their affiliates were to purchase shares from public shareholders,
    they would do so at a price no higher than the price offered through the Company’s redemption process;

    ●
    the
    Company’s registration statement/proxy statement filed for its business combination transaction would include a representation
    that any of the Company’s securities purchased by the Company’s sponsor, directors, officers, advisors or their affiliates
    would not be voted in favor of approving the business combination transaction;

    ●
    the
Company’s sponsor, directors, officers, advisors or their affiliates would not possess any redemption rights with respect to the
Company’s securities or, if they do acquire and possess redemption rights, they would waive such rights; and

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Real Estate and Construction

November 9, 2022

Page
3

    ●
    the
    Company would disclose in its Form 8-K, before to the Company’s security holder meeting to approve the business combination
    transaction, the following material items:

    ○
    the
amount of the Company’s securities purchased outside of the redemption offer by the Company’s sponsor, directors, officers,
advisors or their affiliates, along with the purchase price;

    ○
    the
purpose of the purchases by the Company’s sponsor, directors, officers, advisors or their affiliates;

    ○
    the
impact, if any, of the purchases by the Company’s sponsor, directors, officers, advisors or their affiliates on the likelihood
that the business combination transaction will be approved;

    ○
    the
identities of Company security holders who sold to the Company’s sponsor, directors, officers, advisors or their affiliates (if
not purchased on the open market) or the nature of Company security holders (e.g., 5% security holders) who sold to the Company’s
sponsor, directors, officers, advisors or their affiliates; and

    ○
    the
    number of Company securities for which the Company has received redemption requests pursuant to its redemption offer.

We
thank the Staff for its review of the foregoing and believe the Amended S-1 and the responses herein address the Staff’s comments.
If we can provide any further assistance, please do not hesitate to contact the undersigned.

    Sincerely,

    THE CRONE LAW GROUP P.C.

    By:
    /s/
    Liang Shih

    Liang
    Shih

    cc:

    Dajiang
    Guo

    Chief
    Executive Officer

    TMT
    Acquisition Corp