SecProbe.io

December 3, 2024
Edward Wang
Chief Executive Officer
Lake Superior Acquisition Corp
521 Fifth Avenue 17th Floor
New York, NY 10175
Re:Lake Superior Acquisition Corp
Draft Registration Statement on Form S-1
Submitted November 8, 2024
CIK No. 0002043508
Dear Edward Wang:
            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 November 8, 2024
Summary, page 1
1.We note disclosure that you may need to seek additional financing, for instance on
pages 54 and 56. Please revise your summary to provide the information required by
Item 1602(b)(5) of Regulation S-K. Discuss the material terms of any additional
financing agreements you have entered into and/or any plans to seek additional
financing, including assumptions and highlighting lack of certainty regarding
prospective financing as appropriate. Clearly disclose how the terms of additional
financings may impact unaffiliated security holders.

December 3, 2024
Page 2
2.We note disclosure that you are not prohibited from pursuing an initial business
combination with a company affiliated with your sponsor, directors, or officers,
including a joint venture or other form of shared ownership therewith. Please revise to
additionally disclose whether you would obtain a third-party opinion as to the fairness
of the transaction. Ensure consistency with related risk factor disclosure appearing on
page 70.
3.Please balance your prospectus summary by including disclosure regarding the
competition among SPACs in pursuing business combinations and the potential
impact on attractiveness of acquisition terms, analogous to risk factor disclosure on
page 43.
Conflicts of Interest, page 32
4.When discussing the conflicts of interest of the sponsor and management team from
owning securities in the company, please revise to clearly disclose the nominal price
paid for the securities and the conflict of interest in determining whether to pursue a
de-SPAC transaction. In addition, please add disclosure of the conflicts of interest
relating to the compensation, 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. See Item 1602(b)(7) of Regulation S-K.
5.Please provide the basis for your statement on page 32 that you do not believe that the
fiduciary duties or contractual obligations of your directors or officers will materially
affect your ability to identify and pursue business combination opportunities.
Risk Factors, page 36
6.We note references throughout this section to the risk that your warrants will expire
worthless. Please revise to additionally assess the risks associated with the rights
included in your units.
7.We note disclosure on page 71 that certain members of your management team and
board of directors have been involved in litigation, investigations, or
proceedings related to the business affairs of other companies. Please revise to discuss
the nature and the legal claims upon which such litigation, investigations, or
proceedings are based, and to evaluate the material related risks to you and your
investors.
Proposed Business, page 98
8.We note your disclosure regarding special purpose acquisition company business
combinations in which your management team has previously participated. For each
SPAC, clearly disclose any extensions and redemption levels in connection with any
extension and/or business combinations. For those SPACs that have completed a de-
SPAC transaction, disclose the current trading prices. See Item 1603(a)(3) of
Regulation S-K.

December 3, 2024
Page 3
Market Opportunity, page 102
9.We note your use of market and industry data in this section. Please update your
citations to include the names and dates of the third party studies or reports. To the
extent that you commissioned any of the third-party data that you cite, also file as an
exhibit the consent of such third party in accordance with Rule 436.
Management, page 129
10.Please include the information required by Item 401 of Regulation S-K.
Legal Matters, page 191
11.Please revise to identify counsel that will opine as to the rights being offered.
General
12.We note disclosure indicating that rights will trade on Nasdaq following the
separation of units, but also disclosure that solely refers to trading in, and provides
symbols for, shares and warrants. Please revise disclosure throughout your prospectus
as appropriate for consistency regarding whether rights will trade on Nasdaq,
including whether holders will need to own at least 20 units to be entitled to trade one
right upon separation.
13.Please revise your prospectus cover to disclose the information required by Item
1602(a)(3) of Regulation S-K. Revise disclosure within your prospectus pursuant to
Item 1603(a)(b) as appropriate to describe the terms of any arrangements or
agreements related to repayment of loans (including any promissory note), payment
for administrative services, reimbursement of expenses, and any other potential
sources of compensation to the sponsor, its affiliates, or promoters. In this regard, we
note disclosure regarding potential insider payments on page 31, as well as disclosure
within your related party transactions section. Ensure that summary disclosure
pursuant to Item 1602(b)(6) includes all such sources of compensation.
14.We note disclosure that deferred underwriting commissions will be reduced based on
amounts remaining in the trust account following redemptions in connection with the
consummation of your initial business combination. Please revise to clarify whether
underwriting commissions will be reduced following redemptions in connection with
any extension of your business combination deadline.
15.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.
16.With a view toward disclosure, please tell us whether your sponsor is, is controlled
by, has any members who are, or has substantial ties with, a non-U.S. person.
Revise your existing risk factor disclosure relating to CFIUS on page 42 to
additionally address how this fact could impact your ability to complete your initial
business combination.

December 3, 2024
Page 4
17.Disclosure on page 40 indicates that you have identified a material weakness and have
ineffective internal control over financial reporting, while disclosure on page 95
indicates that you have not completed an assessment of internal controls. Please revise
to reconcile this apparent inconsistency.
            Please contact Heather Clark at 202-551-3624 or Hugh West at 202-551-3872 if you
have questions regarding comments on the financial statements and related matters. Please
contact Erin Donahue at 202-551-6063 or Jennifer Angelini at 202-551-3047 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing