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 March 11, 2025

Jeffrey Brotman
Chief Executive Officer
Crane Harbor Acquisition Corp.
1845 Walnut Street, Suite 1111
Philadelphia, PA 19103

 Re: Crane Harbor Acquisition Corp.
 Registration Statement on Form S-1
 Filed February 12, 2025
 File No. 333-284852
Dear Jeffrey Brotman:

 We have reviewed your 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.

Registration Statement on Form S-1
Cover Page

1. We note that your sponsor and the underwriters committed to purchase an
aggregate
 of 550,000 private placement units (or 602,500 private placement units
if the
 underwriters over-allotment option is exercised) in a private
placement that will close
 simultaneously with the closing of this offering. We also note that up
to $2,500,000 of
 working capital loans from your sponsor may be convertible into units of
the post-
 business combination entity at a price of $10.00 per unit. Please revise
the cover page
 to state whether the private placement units and the conversion of the
working capital
 loans into units may result in a material dilution of the purchasers'
equity interests.
 See Item 1602(a)(3) of Regulation S-K.
 March 11, 2025
Page 2
Summary
Our Company, page 7

2. We note your disclosure that your management team s proven track
record of success
 in prior SPAC transactions, including Falcon Minerals, Juniper
Industrial Holdings
 combination with Janus International Group, Vertiv s combination with
GS
 Acquisition Holdings, and Osprey Technology Acquisition Corp. s merger
with
 BlackSky Technologies, demonstrates their ability to effectively execute
business
 combinations. For each prior SPAC, please disclose the amount of time
taken to
 complete the initial business combination, whether there were any
extensions sought,
 and the percentage of redemptions. See Item 1603(a)(3) of Regulation
S-K.
Market Opportunity, page 8

3. We note your use of industry and market data in various statements here.
Please
 ensure that you have disclosed your support for all such statements,
including the
 names and dates of third party sources.
Sponsor Information , page 13

4. Please revise to describe the material roles and responsibilities of
your sponsor, its
 affiliates, and any promoters in directing and managing the special
purpose
 acquisition company's activities. See Item 1603(a)(4) of Regulation S-K.
5. Describe any agreement, arrangement, or understanding between the SPAC
sponsor
 and the special purpose acquisition company, its officers, directors, or
affiliates with
 respect to determining whether to proceed with a de-SPAC transaction.
Please refer to
 Item 1603(a)(5).
6. Describe any agreement, arrangement, or understanding, including any
payments,
 between the SPAC sponsor and unaffiliated security holders of the
special purpose
 acquisition company regarding the redemption of outstanding securities
of the special
 purpose acquisition company. See Item 1603(a)(8) of Regulation S-K.
Summary Financial Data, page 44

7. Your disclosure in note (2) indicates that the As Adjusted total assets
calculation
 includes proceeds from the sale of the private placement units of
$5,500,000.
 However, it is not clear whether the amount shown here of $176,250,376
includes this
 amount. Please advise or revise as necessary.
We may not be able to complete an initial business combination because such
initial business
combination may be subject to regulatory review, page 70

8. We note your disclosure on page 70 that you may not be able to complete
an initial
 business combination because such initial business combination may be
subject to
 regulatory review and approval requirements, including foreign
investment
 regulations and review by government entities such as the Committee on
Foreign
 Investment in the United States ( CFIUS ), or may be ultimately
prohibited. With a
 view toward disclosure, please tell us whether your sponsor is, is
controlled by, or has
 substantial ties with a non-U.S. person. If so, revise your filing to
include risk factor
 March 11, 2025
Page 3

 disclosure that addresses how this fact could impact your ability to
complete your
 initial business combination.
Dilution, page 96

9. Your disclosure indicates that your dilution calculations "do not
reflect any dilution
 associated with the conversion of rights, including the private rights."
Please revise
 your disclosure to explain why you determined not to include these
shares in the
 denominator of your dilution calculations. Refer to Section 1602(c) of
Regulation S-
 K.
Principal Shareholders, page 152

10. Please expand your disclosure to describe clearly the nature and amount
of the direct
 and indirect interests in your sponsor as of the most recent practicable
date. We note
 your disclosure in footnote 3 to your principal shareholders table.
Refer to Item
 1603(a)(7) of Regulation S-K.
Signatures, page II-5

11. Please confirm that your registration statement has been signed by a
majority of the
 board of directors. See Instruction 1 to the Signatures section of Form
S-1.
Exhibits

12. Please file the consent of each director nominee as an exhibit to the
registration
 statement. See Rule 438 of Regulation C under the Securities Act.
General

13. Please provide us with supplemental copies of all written
communications, as defined
 in Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your
 behalf, have presented or expect to present to potential investors in
reliance on Section
 5(d) of the Securities Act, whether or not you retained, or intend to
retain, copies of
 those communications. Please contact a staff member associated with the
review of
 this filing to discuss how to submit the materials, if any, to us for
our review.
 March 11, 2025
Page 4

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Jennifer O'Brien at 202-551-3721 or Kimberly Calder at
202-551-3701
if you have questions regarding comments on the financial statements and
related
matters. Please contact Claudia Rios at 202-551-8770 or Irene
Barberena-Meissner at 202-
551-6548 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Mark E. Rosenstein, Esq.
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