SecProbe.io

September 29, 2025
Christophe Charlier
Chairman and Chief Executive Officer
LaFayette Acquisition Corp.
4 Rue Murillo
Paris, France 75008
Re:LaFayette Acquisition Corp.
Amendment No. 1 to Registration Statement on Form S-1
Filed September 19, 2025
File No. 333-290054
Dear Christophe Charlier:
            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.
Amendment No. 1 to Registration Statement on Form S-1
Summary
Our Sponsor, page 9
1.We note your disclosure that you will pay customary fees to Calabrese Consulting for
assistance with the preparation of your financial statements. Please revise to clarify
whether there is a written agreement with respect to such arrangement, and file any
such agreement as an exhibit or tell us why you believe it is not required to be filed.
Refer to Item 601(b)(10) of Regulation S-K.
We note that the form of letter agreement among the registrant and its initial
shareholders filed as Exhibit 10.2 provides that 50% of the Founder Shares shall be
released from the lockup provisions set forth in the letter agreement if the closing
price of your ordinary shares equals or exceeds $12.00 per share (as adjusted for share
subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for 2.

September 29, 2025
Page 2
any 10 trading days within any 20-trading day period during the Founder Shares
Lock-up Period. However, it does not appear that such provision is reflected in your
disclosure in this section with respect to exceptions to transfer restrictions or
elsewhere in your prospectus. Please revise.
Our rights agreement will designate the courts of the State of New York located in the
County of New York..., page 62
3.Please reconcile your disclosure that your rights agreement will select courts of the
State of New York located in the County of New York or the United States District
Court for the Southern District of New York for certain claims with the forum
selection provision set forth in the form of rights agreement filed as Exhibit 4.4 that
does not specify the County of New York. In addition, we note your disclosure that
the forum selection provision in your rights agreement will not apply to suits brought
to enforce any liability or duty created by the Exchange Act or any other claim for
which the federal district courts of the United States of America are the sole and
exclusive forum. Please ensure that the forum selection provision in the rights
agreement states this clearly or tell us how you will inform investors in future filings
that the provision does not apply to any actions arising under the Exchange Act.
Proposed Business
Sources of Target Businesses, page 86
4.We note your disclosure regarding your agreement with the underwriter to obtain an
opinion from "an independent investment banking firm or another independent entity
that commonly renders valuation opinions that [y]our initial business combination is
fair to [y]our company from a financial point of view" if you pursue a business
combination with a company that is affiliated with your initial shareholders, officers
or directors, or make the acquisition through a joint venture or other form of shared
ownership with your sponsor, officers or directors. Please revise your disclosure
throughout your filing to ensure that such disclosure is consistent with the terms of the
underwriting agreement. For example, we note that Section 3.32.3 of the underwriting
agreement filed as Exhibit 1.1 does not appear to specify that the opinion would be
from "an independent investment banking firm or another independent entity that
commonly renders valuation opinions" and states that the opinion would also concern
the fairness of the business combination to unaffiliated shareholders. We also note
that the parties considered to be insiders for the purposes of such disclosure may not
be the same as the "Insiders" described in the agreement. In addition, we note that
your disclosure on page 113 suggests that you have agreed not to consummate any
business combination unless you have obtained a fairness opinion, which does not
appear to be consistent with the underwriting agreement.
We note that the form of Amended and Restated Memorandum and Articles of
Association filed as Exhibit 3.2 provides that in the event the company seeks to
consummate a business combination with a target that is affiliated with the sponsor, a
founder, a director or an officer, the company, or a committee of independent
directors, will obtain an opinion from an independent investment banking firm or
another valuation or appraisal firm that regularly renders fairness opinions or an
independent accounting firm that such a business combination is fair to the company 5.

September 29, 2025
Page 3
from a financial point of view. Please disclose such provision and reconcile such
obligation with the related obligation set forth in Section 3.32.3 of the underwriting
agreement.
Management
Number and Terms of Office of Officers and Directors, page 103
6.Please revise to clarify the terms of office of directors. In that regard, we note your
disclosure that the term of office of the directors will expire on the earlier of 21
months and the closing of the business combination. However, we note that the form
of Amended and Restated Memorandum and Articles of Association filed as Exhibit
3.2 provides for a classified board of directors.
Committees of the Board of Directors, page 104
7.Please revise to clarify the directors who will serve as members of the audit
committee and the compensation committee.
General
8.We note that the Memorandum and Articles of Association filed as Exhibit 3.1 and
the securities subscription agreement filed as Exhibit 10.1 identify the company as
"Foxtrot Acquisition Corp." Please tell us whether this is the registrant's former name.
            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 Laura Nicholson at 202-551-3584 or Daniel Morris at 202-551-3314
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Jason Simon, Esq.