SecProbe.io

August 9, 2024
Cesar Johnston
Chairman, President and Chief Executive Officer
Silver Pegasus Acquisition Corp.
2445 Augustine Dr., STE 150
Santa Clara, CA 95054
Re:Silver Pegasus Acquisition Corp.
Draft Registration Statement on Form S-1
Submitted July 15, 2024
CIK No. 0002028735
Dear Cesar Johnston:
            We have reviewed your 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.
Draft Registration Statement on Form S-1 submitted July 15, 2024
Cover Page
1.Please state the amount of the compensation received or to be received by your sponsor,
its affiliates, and promoters. State whether this compensation may result in a material
dilution of the purchasers’ equity interests. Provide a cross-reference, highlighted by
prominent type or in another manner, to the locations of related disclosures in the
prospectus. See Item 1602(a)(3) of Regulation S-K.
2.We note that your sponsor currently owns an aggregate of 4,312,500 Class B ordinary
shares. Please revise to disclose the price paid for such securities. Please also revise to
disclose the anti-dilution rights associated with the founders shares. State whether the
securities issuances may result in a material dilution of the purchasers’ equity interests as
required by Item 1602(a)(3) of Regulation S-K. Provide a cross-reference, highlighted by
prominent type or in another manner, to the locations of related disclosures in the
prospectus.

August 9, 2024
Page 2
3.In the paragraph where you disclose conflicts of interest, please provide a cross reference,
highlighted by prominent type or in another manner, to the locations of related disclosures
in the prospectus, as required by Item 1602(a)(5) of Regulation S-K.
4.We note your disclosure that 100% of the units, including the overallotment may be sold
to non-managing sponsor investors. Please disclose whether there is a cap on the amount
that each investor may purchase. Please disclose that the non-managing sponsor
investors will have the potential to realize enhanced economic returns from their
investment as compared to other investors purchasing in the offering. Please revise the
summary to further clarify the potential impact such purchases could have upon the
trading volume, volatility and liquidity. Additionally, please clarify all impacts of these
sales on public investors and please tell us whether the limited number of public investors
could impact the company’s listing eligibility. Please provide appropriate risk factor
disclosure, including the potential conflicts of interest with the non-managing sponsor
investors in approving your business combination and otherwise exercising their rights as
public shareholders because of their indirect ownership of founder shares and private
placement units. Lastly, please file the form of any agreements with the non-managing
sponsor investors as exhibits.
5.Regarding your disclosure of the expressions of interest by the non-managing sponsor
investors to indirectly purchase private placement warrants by purchasing sponsor
membership units, please revise to add clarifying disclosure to directly compare the
percentage of such private warrants that may be purchased to the percentage of private
warrants to be held by the sponsor following the offering (and after taking into effect the
transfers of membership interests in your sponsor to the independent directors, as you
disclose on page 7 and elsewhere).
6.Where you discuss the non-managing sponsor investors' expression of interest, please
revise to clarify whether their potential purchase of units in the offering is conditioned on
their potential indirect purchase of private placement warrants and founder shares in a
private placement, or vice versa. In this regard, we note your disclosure that the non-
managing sponsor investors will potentially have different interests than your other public
shareholders in approving your initial business combination and otherwise exercising their
rights as public shareholders because of their indirect ownership of founder shares.
7.When discussing the class B ordinary shares, please revise to clarify that the class B
ordinary shares will have the right to vote on the appointment or removal of directors.
8.Please revise the cross-reference relating to dilution to include all the sections of the
prospectus for disclosures related to dilution. See Item 1602(a)(4) of Regulation S-K.
Prospectus Summary, page 1
9.Please disclose in tabular format the nature and amount of the compensation received or
to be received by your sponsor, its affiliates, and promoters, the amount of securities
issued or to be issued by you to the sponsor, its affiliates, and promoters and the price
paid or to be paid for such securities, and, outside of the table, the extent to which this
compensation and securities issuance may result in a material dilution of the purchasers’
equity interests, as required by Item 1602(b)(6) of Regulation S-K.

August 9, 2024
Page 3
Management Team, page 3
10.When discussing Mr. Johnston's involvement with KINS Technology, which is now
CXApp Inc., please disclose the current market price and the level of redemptions.
Initial Business Combination, page 5
11.Please disclose your plans if you do not consummate a de-SPAC transaction within 24
months, including whether you expect to extend the time period, whether there are any
limitations on the number of extensions, including the number of times, and the
consequences to the SPAC sponsor of not completing an extension of this time period.
See Item 1602(b)(4) of Regulation S-K.
Additional Financing, page 8
12.Please disclose how the terms of additional financings, including forward purchase and
backstop agreements mentioned elsewhere, may impact unaffiliated security holders, as
required by Item 1602(b)(5) of Regulation S-K.
Conflicts of Interest, page 30
13.Please add disclosure of the conflicts of interest relating to the fees, repayment of loans,
and reimbursements of expenses that will be paid to officers and directors affiliated with
the sponsor upon completion of a de-SPAC transaction. Please also disclose the potential
conflicts of interest due to the potential payment of finder's fees, advisory fees, consulting
fees, or success fees for any services rendered for completion of the initial business
combination, as referenced on page 30. Please also revise to disclose conflicts of interest
that may arise in the event that you seek to complete your initial business combination
with a company that is affiliated with your sponsor, officers or directors, as referenced on
page 7. See Item 1602(b)(7) of Regulation S-K.

The non-managing sponsor investors have expressed an interest to purchase substantially all of
the units in this offering ...., page 71
14.Given the indications of interest from the non-managing sponsor investors to purchase
100% of this offering, please explain the statement that you "do not expect any purchase
of units by the non-managing sponsor investors to negatively impact [y]our ability to meet
Nasdaq listing eligibility requirements."
Dilution, page 89
15.Please expand your disclosure to describe each material potential source of future
dilution. Your revisions should address, but not be limited to, founder shares anti-dilution
rights, shares that may be issued in connection with the closing of your initial business
combination, and up to $1,500,000 of working capital loans that may be convertible into
private placement warrants. Reference is made to Item 1602(c) of Regulation S-K.
Executive Compensation and Director Compensation, page 126
16.Please revise to include the founder shares, private warrants and the anti-dilution
adjustment, as well as any shares to be issued to the independent directors as referenced
on page 103, as required by Item 1603(a)(6) of Regulation S-K.

August 9, 2024
Page 4
Conflicts of Interest, page 129
17.Please add disclosure of the conflicts of interest relating to the repayment of loans, and
reimbursements of expenses that will be paid to officers and directors affiliated with the
sponsor upon completion of a de-SPAC transaction. Please also disclose the potential
conflicts of interest due to the potential payment of finder's fees, advisory fees, consulting
fees, or success fees for any services rendered for completion of the initial business
combination, as referenced on page 30. Lastly, please disclose the potential conflicts of
interest arising from the ability to complete a de-SPAC transaction with an entity
affiliated with your sponsor, officers or directors, as disclosed on page 7. See Item
1603(b) of Regulation S-K.
18.Please provide the basis for your statement, here and elsewhere in the prospectus, that you
do not believe that the fiduciary, contractual or other obligations or duties of your officers
or directors will materially affect your ability to complete a business combination.
Sponsor Ownership, page 134
19.Based on the expression of interest of the non-managing sponsor investors, and your
disclosure that the non-managing investors will hold membership interests in the sponsor,
please revise to disclose the persons or affiliated groups who may have direct and indirect
material interests in the sponsor, as well as the amount of their interests. See Item
1603(a)(7) of Regulation S-K.
Restrictions on Transfers of Founder Shares and Private Placement Warrants, page 136
20.Please revise to provide the disclosure in this section in tabular format. Please revise the
disclosure in this section to also disclose the lock-up agreement with the underwriter, as
discussed on page 173. Please also disclose the certain limited exceptions to these transfer
restrictions of the founder shares and the membership interests of the Sponsor, as
referenced on page 144. See Item 1603(a)(9) of Regulation S-K.
21.Please revise to disclose whether the non-managing sponsor investors' membership
interest units are subject to any transfer restrictions, such as a lock up agreement. We note
your disclosure on page 16 that except in limited circumstances, no member of the
sponsor (including the non-managing sponsor investors) may transfer all or any portion of
its membership interests in the sponsor. We also note your cross-reference to more
information in this section. However, such disclosure does not appear to address the non-
managing sponsor investors' membership interest units in the sponsor.
Signatures, page II-5
22.Please include signature lines for the principal financial officer, principal accounting
officer or controller and a majority of the directors. See Instructions to Signatures on
Form S-1.

August 9, 2024
Page 5
            Please contact Howard Efron at 202-551-3439 or Jennifer Monick at 202-551-3295 if you
have questions regarding comments on the financial statements and related matters. Please
contact Ronald (Ron) E. Alper at 202-551-3329 or Pam Howell at 202-551-3357 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction