SecProbe.io

CORRESP
 1
 filename1.htm

 Norton Rose Fulbright US LLP
1301 Avenue of the Americas
New York, New York 10019-6022 United States

 Direct line +1 212 318 3168
Rajiv.khanna@nortonrosefulbright.com

 Tel +1 212 318 3000
Fax +1 212 318 3400

 July 11, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention:
 Isabel Rivera

 Dorrie Yale

 Re:
 Crown Reserve Acquisition Corp. I

 Registration Statement on Form S-1

 Filed May 30, 2025

 File No. 333-287674

 SEC Comment Letter dated June 25, 2025

 Dear Ms. Rivera and Ms. Yale:

 On behalf of Crown Reserve
Acquisition Corp. I (the "Registrant" or the "Company"), we are submitting via EDGAR for review by the Securities
and Exchange Commission (the "Commission") this response letter and the accompanying Amendment No. 1 (including certain exhibits)
("Amendment No. 1") to the Registrant's above-referenced Registration Statement on Form S-1 (the "Registration
Statement"). This letter and Amendment No. 1 reflect the Registrant's respectful acknowledgement and response to the comments
received from the staff of the Commission (the "Staff") contained in the Staff's letter dated June 25, 2025 (the "Comment
Letter"), and certain other updated information. For your convenience, the Registrant is providing to the Staff a supplemental typeset
copy of Amendment No. 1 marked to indicate the changes from the Registration Statement that was filed on May 30, 2025.

 The Staff's comments
as reflected in the Comment Letter are reproduced in italics in this letter, and the corresponding responses of the Registrant are shown
below each comment. All references to page numbers in the Registrant's responses are to the page numbers in Amendment No. 1.

 Norton Rose Fulbright US LLP is a limited liability
partnership registered under the laws of Texas.

 Norton Rose Fulbright US LLP, Norton Rose Fulbright LLP, Norton Rose
Fulbright Australia, Norton Rose Fulbright Canada LLP and Norton Rose Fulbright South Africa Inc are separate legal entities and all of
them are members of Norton Rose Fulbright Verein, a Swiss verein. Norton Rose Fulbright Verein helps coordinate the activities of the
members but does not itself provide legal services to clients. Details of each entity, with certain regulatory information, are available
at nortonrosefulbright.com.

 Ms. Rivera and Ms. Yale Securities and Exchange Commission July 11, 2025 Page 2

 Registration Statement on Form S-1

 Cover Page

 1. Please disclose whether there are any limitations to your redemptions. Refer to Item 1602(a)(2) of
Regulation S-K.

 Response : The current disclosure on the
cover page discusses the limitations on interest available for redemptions. We have added disclosure on the cover page to state the limitations
on redemption rights (1) in the event net tangible assets are not at least $5,000,001 either immediately prior to or upon consummation
of our initial business combination and (2) for shareholders holding more than 15% of the shares sold in this offering if we hold a shareholder
vote.

 2. Where you disclose the amount of compensation received or to be received by the sponsor, its affiliates,
and promoters, please also discuss whether the compensation and securities issuances could result in material dilution of the purchasers'
equity interests. Refer to Item 1602(a)(3) of Regulation S-K.

 Response : We have revised the disclosure
on the cover page to include additional disclosure responsive to the Staff's comments.

 3. You state that each unit includes one right to receive one-seventh of one Class A ordinary share. Please
expand your disclosure to explain whether fractional shares will be issued in connection with the rights. See Item 501(b)(2) of Regulation
S-K.

 Response : Fractional shares will not be
issued in connection with the Share Rights. We have revised the disclosure on the cover page to include additional disclosure responsive
to the Staff's comments.

 4. Please also disclose the aggregate amount of public units that the non-managing sponsor investors have
expressed an interest to purchase. In this regard, we note your statement that none of them have expressed an interest in purchasing more
than 9.9% of the units to be sold in this offering.

 Response : The non-managing sponsor investors
have not expressed an interest to purchase public units. We have revised the disclosure on the cover page and throughout the document
to be responsive to the Staff's comment.

 Summary, page 1

 5. Revise your disclosure to address plans to seek additional financing and how such financing may impact
unaffiliated shareholders. Refer to Item 1602(b)(5) of Regulation S-K.

 Response : We have included a disclosure
regarding potential additional financing the Company may seek in order to complete its initial business combination and how such financing
may impact unaffiliated shareholders on page 14 and throughout the filing to be responsive to the Staff's comments.

 6. Please address whether there are any limitations on the number of extensions you may seek to extend
the deadline for your initial business combination. Refer to Item 1602(b)(4) of Regulation S-K.

 Response : There is no limit on the number
of extensions that the Company may seek to extend the deadline of the initial business combination; however, it does not expect to extend
the time period to consummate the initial business combination beyond 36 months from the closing of this offering. We have included this
disclosure on the cover page and page 25 to be responsive to the Staff's comments and also noted the Nasdaq delisting consequences
at 36 months.

 Ms. Rivera and Ms. Yale Securities and Exchange Commission July 11, 2025 Page 3

 7. You define "Permitted Withdrawal" to include withdrawals of interest earned on the trust
account to fund your working capital requirements, and you have disclosure, such as on page 43, that interest released at liquidation
will be net of such Permitted Withdrawals. However, you also state elsewhere, including on the cover page, that interest will only be
released from the trust account to pay your tax obligations. Please revise your disclosures throughout for consistency.

 Response : We have revised the disclosures
throughout for consistency that interest released at liquidation will be net of Permitted Withdrawals to be responsive to the Staff's
comments.

 8. In your discussion of the prior SPAC experience of your officers and director nominees, please revise
to balance your disclosure by clarifying whether an entity was able to complete the business combination within the original completion
window or whether there were extensions of time to complete the transaction or if they have not yet completed a combination, whether there
have been extensions. Also discuss the amount of shareholder redemptions in connection with such transactions. Please also revise to remove
outdated listing information with respect to references to exchanges and ticker symbols.

 Response : We have included a disclosure
regarding the prior SPAC experience of the officers and director nominees on page 133 to be responsive to the Staff's comments.
We have also revised the disclosures on starting on pages 3, 100 and 133 to be responsive to the Staff's comments regarding prior
SPAC experience of the officers and director nominees and outdated listing information of companies.

 Sponsor Information, page 7

 9. Please revise your tabular disclosures starting on pages 9 and 99 to disclose the natural persons and
entities subject to the transfer restrictions. We also note your statement on pages 11 and 100 that CCM may release certain securities
subject to the lock-up. Please revise to clarify CCM's role in these transactions. Refer to Item 1603(a)(9) of Regulation S-K.

 Response : We have revised the tabular disclosure
on pages 10 and 110 to disclose the natural persons and entities subject to the transfer restrictions. We have revised the statements
on pages 13 and 112 to be responsive to the Staff's comments.

 10. Please reconcile your disclosure on page 33 of your registration statement that there will not be any
finder's fees paid to your sponsor, officers, directors, or their affiliates in connection with services rendered prior to or in connection
with an initial business combination with your disclosure on pages 8 and 97 that there is an undetermined amount expected to be paid to
your sponsor for consulting, success, or finder fees in connection with the consummation of an initial business combination.

 Response : There will not be finder's
fees paid to the sponsor, officers, directors, or their affiliates in connection with services rendered prior to or in connection with
an initial business combination. We have revised our disclosures on pages 9 and 109 accordingly to be responsive to the Staff's
comments.

 Ms. Rivera and Ms. Yale Securities and Exchange Commission July 11, 2025 Page 4

 11. We note your disclosure that if you increase or decrease the size of your offering, you will effect
a capitalization or share surrender or redemption or other appropriate mechanism to maintain the ownership of the founder shares by the
initial shareholders at 20% of the issued and outstanding ordinary shares. Please revise to disclose, here and elsewhere as applicable,
this initial issuance as compensation and the extent to which it may result in material dilution to your shareholders. Refer to Item 1602(b)(6)
of Regulation S-K.

 Response : We have revised the disclosure
on the cover page and pages 10 and 110 to be responsive to the Staff's comments.

 Proposed Business

 Permitted Purchases of Our Securities, page
27

 12. We note disclosure regarding your letter agreement with your sponsor, officers, and directors to vote
any founder shares and public shares in favor of your initial business combination. In addition, we note disclosures, such as on pages
43 and 104, that your sponsor, directors, or officers may purchase shares in privately negotiated transactions for the purpose of voting
such shares in favor of the business combination. We also note your statement on page 25 that there is no limit on the price that they
may pay. Please tell us how such purchases would comply with Exchange Act Rule 14e-5. Refer to Tender Offer Rules and Schedules C&DI
166.01 for guidance.

 Response : We have revised the disclosures
starting on pages 29, 48, 87, and 116 to be responsive to the Staff's comments.

 Risk Factors, page 40

 13. Please include a risk factor that describes the potential material effect on your shareholders of the
stock buyback excise tax enacted as part of the Inflation Reduction Act in August 2022. If applicable, include in your disclosure that
the excise tax could reduce the trust account funds available to pay redemptions or that are available to the combined company following
a de-SPAC transaction. Also 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.

 Response : We have added an additional risk
factor on page 73 to be responsive to the Staff's comments.

 14. We note that transfers may be made in connection with any forward purchase agreement or similar arrangements.
Please add risk factor disclosure about risks that may arise from the sponsor or a sponsor affiliate 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 all or any portion of its membership interests in the sponsor. Address the consequences of such removal to the company's ability to
consummate an initial business combination, including that any replacement sponsor could have difficulty finding a target.

 Response : We have revised the disclosure
on page 57 to be responsive to the Staff's comments.

 Ms. Rivera and Ms. Yale Securities and Exchange Commission July 11, 2025 Page 5

 If
we seek shareholder approval. . ., page 44

 15. Please expand this risk factor to discuss the amount of public shares that would be needed to vote
in favor of the initial business combination if only a minimum number of shares representing a quorum are voted and to explain how many
votes will be needed if all the non-managing sponsor investors vote in favor of the transaction. Also revise the first bullet on page
18 and add a bullet on page 37 to include corresponding disclosures.

 Response : We have revised the disclosures
on pages 20, 49, 154 and 156 to be responsive to the Staff's comments. In response to this comment, we have also added a risk factor
to the summary of risk factors on page 41 stating that "[i]f the non-managing sponsor investors purchase the full amount of the
units for which they have expressed an interest and vote them in favor of the Company's initial business combination, no affirmative
votes from other public shareholders would be required to approve our initial business combination".

 Risks Relating to Our Search for, and Consummation
of or Inability to Consummate, a Business Combination

 If we are deemed to be an investment company
under the Investment Company Act, we may be required to institute burdensome compliance . . ., page 44

 16. Where you disclose the risk that you may be considered to be operating as an unregistered investment
company, please expand your disclosure to disclose the risk that despite your investment of the proceeds in certain specified assets,
you could nevertheless be considered to be operating as an unregistered investment company. In addition, please confirm that if your facts
and circumstances change over time, you will update your disclosure to reflect those changes impact the risk that you may be considered
to be operating as an unregistered investment company.

 Response : We have revised the disclosure
on pages 51 and 52 to be responsive to the Staff's comments. If the facts and circumstances change over time, we will update the
disclosure to reflect how such changes impact the risk that the Company may be considered to be operating as an unregistered investment
company.

 Use of Proceeds, page 75

 17. Please revise and ensure the mathematical accuracy of the percentage to be held in Trust account, as
$149.92 million to be held in the Trust account is less than 100% of the public offering size totaling $150 million. We also note your
statement on page 55 that $152,610,000 will be held in the trust account, and your statement on the cover page that $150,000,000 will
be deposited into a trust account. Please revise your disclosures regarding the amount to be held in the trust account for consistency.

 Response : We have revised the tabular disclosures
for the Use of Proceeds and throughout the filing, including on the cover page and page 84 to be responsive to the Staff's comments.

 Dilution, page 80

 18. Please expand your disclosure, outside the table, to describe each material potential source of future
dilution following your registered offering, including sources not included in the table with respect to the determination of net tangible
book value per share, as adjusted. 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 $5,000,000 of working capital loans
that may be converted into private placement units. Refer to Item 1602(c) of Regulation SK.

 Response : We have expanded our disclosure
on page 90 to be responsive to the Staff's comments.

 Ms. Rivera and Ms. Yale Securities and Exchange Commission July 11, 2025 Page 6

 19. We note the disclosure in your filing that y