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February 26, 2024
Stephen Scott
Chief Operating Officer
CorpAcq Group Plc
CorpAcq House
1 Goose Green
Altrincham, Cheshire
WA14 1DW
United Kingdom
Re:CorpAcq Group Plc
Amendment No. 3 to Registration Statement on Form F-4
Filed February 21, 2024
File No. 333-275613
Dear Stephen Scott:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our February 9, 2024 letter.
Amendment No. 3 to Registration Statement on Form F-4
Questions and Answers
Q: What is the amount of net cash per share of..., page 27
1.We refer you to note (1) to the table on page 28, which indicates that the transaction
expenses of $88.8 million exclude a potential U.K. stamp tax charge. We note similar
disclosure throughout your filing. Please tell us what consideration you gave to providing
an estimate of such charge or a range of possible charges and your basis for the estimate
or range.

 FirstName LastNameStephen Scott
 Comapany NameCorpAcq Group Plc
 February 26, 2024 Page 2
 FirstName LastName
Stephen Scott
CorpAcq Group Plc
February 26, 2024
Page 2
Risk Factors, page 72
2.We note your risk factor on page 108 that DTC may determine prior to or after the
completion of the business combination that your securities are not eligible for deposit
and clearance within its facilities. Please disclose the following in the filing:
•Explain in greater detail why DTC may determine that your securities are not eligible
for clearance;
•Disclose the material terms of the DTC indemnification agreement and file it as an
exhibit;
•Quantify the potential maximum dollar amount of your indemnification for the U.K.
stamp duty;
•Describe the circumstances under which DTC may determine after the completion of
the business combination that your securities would not be eligible for clearance;
•Discuss the potential material impact of your securities not being listed on a U.S.
securities exchange and how they would be resold (e.g., alternatives the company has
considered and impacts on cost and less efficiencies in pricing); and
•Under Explanatory Note, Letter to Stockholders and Warrant Holders, and Questions
and Answers, where you describe the listing of your securities on Nasdaq, disclose
that DTC may determine not to clear the securities and that as a result your securities
would not be eligible for continued listing on a U.S. securities exchange and trading
in your securities would be disrupted. Also add this risk under Risk Factor Summary.

In addition, to the extent the company revises the risk factor disclosure based on its
discussions with DTC, please provide an update on those discussions in your response
letter.
Unaudited Pro Forma Condensed Combined Financial Information, page 315
3.We note your disclosure elsewhere in the filing that the transaction expenses of $88.8
million exclude a potential U.K. stamp tax charge. Please tell us what consideration was
given to disclosing the range of possible results for the U.K. stamp tax charge within your
pro forma financial information. Reference is made to Rule 11-02 of Regulation S-X.
Exhibits
4.With respect to the legal opinion filed as Exhibit 5.1, we note the following:
•Section 4.2 assumes material corporate actions necessary to authorize the issuance of
the securities have occurred. Please remove this assumption or refile the legal opinion
once the requisite corporate approvals have been passed;
•It is unclear how Section 4.4(d) applies to the securities issued in this offering. Please
clarify; and
•Purchasers of securities in this offering are entitled to rely upon your legal opinion.
Please remove the qualification in Section 5.2 referring to reliance "other than as set
out above."

 FirstName LastNameStephen Scott
 Comapany NameCorpAcq Group Plc
 February 26, 2024 Page 3
 FirstName LastName
Stephen Scott
CorpAcq Group Plc
February 26, 2024
Page 3
            Please contact Frank Knapp at 202-551-3805 or Jennifer Monick at 202-551-3295 if you
have questions regarding comments on the financial statements and related matters. Please
contact Isabel Rivera at 202-551-3518 or Brigitte Lippmann at 202-551-3713 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Michael S. Lee, Esq.