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June 27, 2024
Daniel Cohen
Chief Executive Officer
Cohen Circle Acquisition Corp. I
2929 Arch Street, Suite 1703
Philadelphia, PA 19104
Re:Cohen Circle Acquisition Corp. I
Amendment No. 4 to Draft Registration Statement on Form S-1
Submitted June 3, 2024
CIK No. 0001894176
Dear Daniel Cohen:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Unless we note otherwise, any references to prior comments are to comments in our June 5,
2023 letter.
Amendment No. 4 to Draft Registration Statement on Form S-1
Cover Page
1.We note your revised disclosure that you cannot guarantee your securities will be
approved for listing on Nasdaq. Please revise to state whether listing approval is
a condition to the offering. If it is not, include related risk factor disclosure.
2.We note that holders of the Class B ordinary shares will have the right to appoint all of
your directors and may remove members of the board of directors for any reason prior to
your initial business combination. In light of the conversion feature, please explain the
procedure for election of directors if all class B ordinary shares are converted into class A
ordinary shares prior to the initial business combination.

 FirstName LastNameDaniel Cohen
 Comapany NameCohen Circle Acquisition Corp. I
 June 27, 2024 Page 2
 FirstName LastNameDaniel Cohen
Cohen Circle Acquisition Corp. I
June 27, 2024
Page 2
3.We note that non-managing sponsor investors have expressed an interest in purchasing
units in this offering, although none have expressed an interest in purchasing more than
9.9% of the units in this offering. Your disclosure suggests that such investors could
ultimately determine to purchase more than an aggregate of 9.9% of the units in the
offering. Please clarify whether there is a cap on the maximum amount of units that the
non-managing sponsor investors can purchase in this offering, and if so, please disclose
the cap.
Summary
Founder Shares, page 13
4.You disclose here and elsewhere that if you increase or decrease the size of the offering,
you will effect a capitalization or share surrender or redemption or other appropriate
mechanism, as applicable, with respect to your Class B ordinary shares immediately prior
to the consummation of the offering in such amount as to maintain the ownership of
founder shares by your sponsor at 25% of the aggregate of your founder shares, the
placement shares and your issued and outstanding public shares after this offering and the
private placement. However, you disclose on page 139 that if you increase or decrease the
size of this offering, you will effect a capitalization or share repurchase or redemption or
other appropriate mechanism, as applicable, to maintain the number of founder shares at
20% of your issued and ordinary shares.  Please advise or revise.
Risk Factors, page 35
5.Please include a risk factor that describes the potential material effect on your
shareholders of the stock buyback excise tax enacted as part of the Inflation Reduction
Act in August 2022. If applicable, include in your disclosure that the excise tax could
reduce the trust account funds available to pay redemptions or that are available to the
combined company following a de-SPAC. Describe the risks of the excise tax applying to
redemptions in connection with:
•liquidations that are not implemented to fall within the meaning of “complete
liquidation” in Section 331 of the Internal Revenue Code;
•extensions, depending on the timing of the extension relative to when the SPAC
completes a de-SPAC or liquidates; and
•de-SPACs, depending on the structure of the de-SPAC transaction. Also describe, if
applicable, the risk that if existing SPAC investors elect to redeem their shares such
that their redemptions would subject the SPAC to the stock buyback excise tax, the
remaining shareholders that did not elect to redeem may economically bear the
impact of the excise tax.
6.It appears certain risk factor disclosure included in the filing in response to prior comment
1 to our letter issued May 3, 2023 has been removed, including disclosure regarding the
fact that your Amended and Restated Certificate of Incorporation does not include a
minimum net tangible asset requirement. Please restore such disclosures or advise. In
addition, address the risks that you may become subject to the penny stock rules in the

 FirstName LastNameDaniel Cohen
 Comapany NameCohen Circle Acquisition Corp. I
 June 27, 2024 Page 3
 FirstName LastNameDaniel Cohen
Cohen Circle Acquisition Corp. I
June 27, 2024
Page 3
event that you redeem public shares such that your net tangible assets would be less than
$5,000,001 either prior to or upon consummation of your initial business combination.
The non-managing sponsor investors have expressed an interest to purchase substantially all of
the units in this offering, page 53
7.We note your disclosure that the non-managing sponsor investors are interested in
purchasing "substantially all of the units in this offering,” but that none has expressed an
interest in purchasing more than 9.9% of the units sold. Please state the number of non-
managing sponsor investors who have expressed an interest in purchasing units in the
offering and address whether the limited number of public shareholders would impact the
company's listing eligibility.
We may not be able to complete an initial business combination with a U.S. target company if
such initial business combination is subject to, page 56
8.We reissue comment 1 to our prior letter dated June 5, 2023. Please disclose whether your
sponsor is, is controlled by, or has substantial ties with a non-U.S. person.
To mitigate the risk that we might be deemed to be an investment company for purposes of the
Investment Company Act, page 61
9.We note you disclose that by restricting your investment of proceeds in cash or securities,
including U.S. Government securities or shares of money market funds registered under
the Investment Company Act and regulated pursuant to Rule 2a-7 of that Act, you intend
to avoid being deemed an "investment company." We further note you disclose that you
may nevertheless be deemed to be an investment company. Please confirm that if your
facts and circumstances change over time, you will update your disclosure to reflect how
those changes impact the risk that you may be considered to be operating as an
unregistered investment company.
Financial Statements
Note 3 - Summary of Significant Accounting Policies, page F-11
Deferred Offering Costs, page F-12
10.Please expand your disclosure to add, if true as reported on page F-6, that during the year
ended December 31, 2023, you also wrote off $342,048 deferred offering costs due to
staleness of your registration statement.
General
11.Please provide us with supplemental copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
have presented or expect to present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or not they retained or intend to retain copies of the
communications. Please contact the staff member associated with the review of this filing

 FirstName LastNameDaniel Cohen
 Comapany NameCohen Circle Acquisition Corp. I
 June 27, 2024 Page 4
 FirstName LastName
Daniel Cohen
Cohen Circle Acquisition Corp. I
June 27, 2024
Page 4
to discuss how to submit the materials, if any, to us for our review.
            Please contact Mark Wojciechowski at 202-551-3759 or Lily Dang at 202-551-3867 if
you have questions regarding comments on the financial statements and related matters. Please
contact Cheryl Brown at 202-551-3905 or Karina Dorin at 202-551-3763 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Mark Rosenstein