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 June 12, 2025

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.
 Amendment No.1 to Registration Statement on Form S-1
 Filed May 20, 2025
 File No. 333-284395
Dear Cesar Johnston:

 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 12,
2025
letter.

Amendment No.1 to Form S-1 filed May 20, 2025
Cover Page

1. Please revise to clearly state that there may be actual or potential
material conflicts of
 interest between the sponsor, its affiliates, or promoters on the one
hand, and
 purchasers in the offering on the other hand. See Item 1602(a)(5) of
Regulation S-K.
2. Please clarify whether the potential indirect purchase of private
placement warrants
 and founder shares by non-managing sponsor investors is conditioned upon
their
 purchase of units in the offering.
3. Please disclose the number of non-managing sponsor members who have
expressed
 an interest in purchasing units. Please disclose whether there is a cap
on the amount
 that each investor may purchase. Please also disclose that the
non-managing sponsor
 June 12, 2025
Page 2

 investors will have the potential to realize enhanced economic returns
from their
 investment as compared to other investors purchasing in the offering.
Please also
 revise the summary to add back the disclosure regarding the expression
of interest
 and further clarify the potential impact such purchases could have upon
the trading
 volume, volatility and liquidity.
4. We note your disclosure that non-managing Sponsor investors will have no
obligation
 to vote any of their public shares in favor of your initial business
combination, but that
 if they purchase all of the public units in which they have expressed
interest or
 otherwise hold a substantial number of public units they will
potentially have
 different interests than our other public shareholders in approving a
business
 combination. It would appear that non-managing sponsor interests would
have
 different interests than public shareholders regardless of the number of
public shares
 they own due to their interest in founder shares and private placement
warrants. Please
 revise to clarify here and throughout the prospectus where you state
that non-
 managing Sponsor investors have no obligation to vote any public shares
in favor of a
 business combination.
Private Placements, page 14

5. We note the disclosure regarding the ability of the Class B.2 warrant
holders to
 exchange their warrants for common stock based upon the formula
provided. Please
 reconcile with the cover page which states that "each private placement
warrant
 entitles the holder thereof to purchase one Class A ordinary share at a
price of $11.50
 per share." Please also provide some examples calculating the exchange
at various
 market prices and provide clear disclosure throughout to the extent such
exchange
 could result in material dilution.
Risk Factors
Risks Relating to our Management Team, page 73

6. We note your disclosure on page 7 that in order to facilitate the
initial business
 combination your sponsor may surrender or forfeit, transfer, or exchange
founder
 shares, private placement warrants or any of its other securities,
including for no
 consideration, as well as subject any such securities to earn-outs or
other restrictions,
 or otherwise amend the terms of any such securities or enter into any
other
 arrangements with respect to any such securities. Please add risk factor
disclosure
 about risks that may arise from the sponsor having the ability to remove
itself as your
 sponsor before identifying a business combination, including through the
 unconditional ability to transfer the founder shares or otherwise.
General

7. We note that this amendment reduces the amount of time the company has
to
 complete its initial business combination from 24 months to 18 months.
However, we
 continue to note numerous references to 24 months, such as in the
summary and risk
 factors. Please reconcile the time period within which the company has
to complete its
 initial business combination. Similarly, we note the anti-dilution
percentage of the
 sponsor shares in the table on page 4, 20%, is inconsistent with the
disclosure
 throughout the prospectus, which references 25%.
 June 12, 2025
Page 3

 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 Pearlyne Paulemon at 202-551-8714 or Pam Howell at
202-551-3357
with any other questions.

 Sincerely,

 Division of Corporation
Finance
 Office of Real Estate &
Construction
cc: Giovanni Caruso
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