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CORRESP
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    Julia
    Aryeh

    Senior
    Counsel

    345 Park
    Avenue

    New York,
    NY 10154

    Direct
    212.407.4043

    Main 212.407.4000

    Fax 212.407.4990

    jaryeh@loeb.com

January 21,
2025

United States
Securities and Exchange Commission

Division of Corporate Finance

Office of Real Estate & Construction

100 F Street, N.E.

Washington, DC 20549

Attention: Howard
Efron, Jennifer Monick, Ronald (Ron) E. Alper and Pam Howell

 Re: Silver
                                            Pegasus Acquisition Corp.

    Draft
                                            Registration Statement on Form S-1 Submitted July 15, 2024

    CIK
                                            No. 0002028735

Ladies
and Gentlemen:

On behalf of our client, Silver
Pegasus Acquisition Corp., a Cayman Islands limited liability company (“SPAC” or the “Company”),
we respond to the comments of the staff of the Division of Corporation Finance of the Commission (the “Staff”) with
respect to the above-referenced Draft Registration Statement on Form S-1 (the “DRS”) filed on July 15, 2024 contained
in the Staff’s letter dated August 9, 2024 (the “Comment Letter”).

The Company has filed via EDGAR
a Registration Statement on Form S-1 (the “S-1”), which reflects the Company’s responses to the comments received
by the Staff and certain updated information. For ease of reference, each comment contained in the Comment Letter is printed below and
is followed by the Company’s response. All page references in the responses set forth below refer to the page numbers in the S-1.

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.

Response: The Company
revised the disclosure in the S-1 to address the Staff’s comment. Please see the revised Cover Page of the S-1.

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.

Response: The Company revised
the disclosure in the S-1 to address the Staff’s comment. Please see the revised Cover Page of the S-1.

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 of the S-1.

Response: The Company revised
the disclosure in the S-1 to address the Staff’s comment. Please see the revised Cover Page of the S-1.

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.

Response: The Company
revised the disclosure in the S-1 to address the Staff’s comment. Please see the revised Cover Page and pages 24, 145 and 184. Please
also see Risk Factors “Potential participation in this offering by our non-managing sponsor investors could reduce
the public float for our securities” on page 77 and “Since our sponsor, officers and directors and any other holder
of our founder shares, including any non-managing sponsor investors will lose their entire investment in us if our initial business
combination is not completed (other than with respect to any public shares they may acquire during or after this offering), and because
our sponsor, officers and directors and any other holder of our founder shares, including any non-managing sponsor investors,
directly or indirectly may profit substantially from a business combination as a result of their ownership of founder shares even under
circumstances where our public shareholders would experience losses in connection with their investment, a conflict of interest may arise
in determining whether a particular business combination target is appropriate for our initial business combination, including in connection
with the shareholder vote in respect thereto” on page 77.

The Company has removed the number
of units for which it has received an indications of interest from non-managing sponsor investors because no expressions of interest
have yet been communicated by the non-managing sponsor investors due to the changed terms of the offering and the passage of time. Even
if it had received an indication of interest for 100% of the shares, the underwriters would not allocate all of the shares to the non-managing
sponsor investors to ensure that the Company complied with minimum listing requirements.

The
Company is not a party to any agreements between the non-managing sponsor investors and the sponsor.

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).

Response: The Company
revised the disclosure in the S-1 to reflect the number of private placement units purchased in the offering by the sponsor and the
percentage of ownership on the Cover Page and elsewhere throughout the S-1. See pages 3, 13, 23, 59, 76, 101, 144 and 150.

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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.

Response: The Company revised
the disclosure in the S-1 to address the Staff’s comment. Please see the revised Cover Page of the S-1, and pages 24, 145 and 184.

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.

Response: The Company revised the disclosure in the S-1 to address the Staff’s comment. Please see the revised Cover Page of the S-1.

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.

Response: The Company revised
the disclosure in the S-1 to address the Staff’s comment. Please see revised Cover Page of the S-1.

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.

Response: The Company revised
the disclosure in the S-1 to address the Staff’s comment. Please see page 3 of the S-1.

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.

Response: The Company revised
the disclosure in the S-1 to address the Staff’s comment. Please see pages 8, 103, 130 and 136 of the S-1.

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.

Response: The Company revised
the disclosure in the S-1 to address the Staff’s comment. Please see page 11 of the S-1.

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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.

Response: The Company revised
the disclosure in the S-1 to address the Staff’s comment. Please see page 14 of the S-1.

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.

Response: The Company revised
the disclosure in the S-1 to address the Staff’s comment. Please see pages 13, 35-36 and 107 of the S-1, and the Risk Factor on page
72, “Our officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that
conflict with our interests.”

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.”

Response: The Company revised
the disclosure in the S-1 to address the Staff’s comment. Please see the Cover Page and pages 24 and 146 of the S-1.

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.

Response: The Company revised
the disclosure in the S-1 to address the Staff’s comment. Please see page 92 of the S-1.

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.

Response: The Company revised
the disclosure in the S-1 to address the Staff’s comment. Please see page 132 of the S-1.

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.

Response: The Company revised
the disclosure in the S-1 to address the Staff’s comment. Please see pages 35-36, 107 and 137 of the S-1.

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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.

Response: The Company revised
the disclosure in the S-1 to address the Staff’s comment. Please see pages 13, 36, and 107 of the S-1.

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.

Response: The Company has
revised the disclosure in the S-1 to address the Staff’s comment. Please see page 144 of the S-1.

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.

Response: The Company revised
the disclosure in the S-1 to address the Staff’s comment. Please see page 146 of the S-1.

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 limi