SecProbe.io

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 April 7, 2025

Robert Kauffman
Chief Executive Officer
Aldel Financial II Inc.
104 S. Walnut Street, Unit 1A
Itasca, IL 60143

 Re: Aldel Financial II Inc.
 Schedule 13D filed February 14, 2025 by Robert Kauffman et. al
 File No. 005-94815
Dear Robert Kauffman:

 We have conducted a limited review of the above-captioned filing and
have the
following comment.

 Please respond to this letter by amending the filing or by providing
the requested
information. If you do not believe our comment applies to your facts and
circumstances or
that an amendment is appropriate, please advise us why in a response letter.

 After reviewing any amendment to the filing and any information provided
in
response to this comment, we may have additional comments.

Schedule 13D filed February 14, 2025
General

1. We note that the event reported as requiring the filing of the Schedule
13D was
 October 23, 2024. Rule 13d-1(a) of Regulation 13D-G requires the filing
of a
 Schedule 13D within five business days after the date beneficial
ownership of more
 than five percent of a class of equity securities specified in Rule
13d-1(i)(1) was
 acquired. Based on the October 23, 2024 event date, the Schedule 13D
submitted on
 February 14, 2025 was not timely filed. Please advise us why the
Schedule 13D was
 not filed within the required five business days after the date of the
acquisition.
 We remind you that the filing persons are responsible for the accuracy
and adequacy
of their disclosures, notwithstanding any review, comments, action or absence
of action by
the staff.

 Please direct any questions to Blake Grady at 202-551-8573 or Nicholas
Panos at
202-551-3266.
 April 7, 2025
Page 2

 Sincerely,

 Division of Corporation Finance
 Office of Mergers & Acquisitions
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BTIG,
llc

65 E. 55th Street

New York, New York 10022

October 18, 2024

VIA EDGAR

Conlon Danberg

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: Aldel Financial II Inc.

Registration Statement on Form S-1

Filed October 18, 2024, as amended

File No. 333-282397

Dear Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and
Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned, for itself and the other several underwriters,
hereby joins in the request of Aldel Financial II Inc. that the effective date of the above-referenced Registration Statement be accelerated
so as to permit it to become effective at 4:00 p.m. Eastern time on Monday, October 21, 2024, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and
Regulations under the Act, the undersigned advises that approximately 500 copies of the Preliminary Prospectus dated October 18, 2024
are expected to be distributed to prospective underwriters and dealers, institutional investors, retail investors and others.

The undersigned advises that it has complied and
will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

* * *

[Signature Page Follows]

    Very truly yours,

    BTIG,
    llc

    By:
    /s/ Paul Wood

    Name: Paul Wood

    Title: Managing Director

    As Representative of the several underwriters

[Signature Page to Underwriter’s Acceleration Request Letter]

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Aldel Financial II Inc.

104 S. Walnut Street, Unit 1A

Itasca, IL 60143

VIA EDGAR

October 18, 2024

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Aldel Financial II Inc.

    Registration Statement on Form S-1

    File No. 333- 282397

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended, Aldel Financial II Inc. hereby requests acceleration of effectiveness of the above referenced Registration Statement
so that it will become effective at 4:00 p.m. Eastern time on Monday, October 21, 2024, or as soon thereafter as practicable.

    Very truly yours,

    /s/ Robert I. Kauffman

    Robert I. Kauffman,

 Chief Executive Officer

CORRESP
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    Giovanni Caruso

    Partner

    345 Park Avenue

    New York, NY 10154

    Direct   212.407.4866

Main     212.407.4000

Fax        212.937.3943

gcaruso@loeb.com

VIA EDGAR

October 17, 2024

Division of Corporation Finance

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Attention:
    Conlon Danberg

    Margaret Sawicki

    Julie Sherman

    Terence O'Brien

    Re:

    Aldel Financial II Inc.

    Amendment No. 1 to Registration Statement on
    Form S-1

    Filed October 10, 2024

    File No. 333-282397

Dear Mr. Danberg:

On behalf of our client, Aldel
Financial II Inc., a Cayman Islands exempted company (the “Company”), we hereby respond to the comments of the
staff of the Division of Corporation Finance of the Commission (the “Staff”) with respect to the above-referenced
Amendment No. 1 to Registration Statement on Form S-1 filed on October 10, 2024 (the “Registration Statement”)
contained in the Staff’s letter dated October 16, 2024 (the “Comment Letter”).

The Company has filed via
EDGAR the Amended Registration Statement on Form S-1 (the “Amended Registration Statement”), 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 Registration Statement.

Amendment No. 1 to Registration Statement
on Form S-1, filed October 10, 2024

Sponsor Ownership, page 144

    1.

    We note your response to prior comment
3. We note the non-managing sponsor investors will hold a material amount of the founder shares. Please revise to disclose the total
ownership that each of the 10 non-managing sponsor investors will hold, including founder shares, private units, public units and
OTM Warrants, while noting that certain purchases are pursuant to indications of interest and are therefore not definite.

    Response: In response to the Staff’s comment, the Company has revised the disclosure on page 144 of the Amended Registration Statement.

Please do not hesitate to contact Giovanni
Caruso of Loeb & Loeb LLP at (212) 407-4866 with any questions or comments regarding this letter.

    Sincerely,

    /s/ Giovanni Caruso

    Giovanni Caruso

    Partner

cc: Robert I. Kauffman

October 16, 2024
Robert I. Kauffman
Chief Executive Officer
Aldel Financial II Inc.
104 S. Walnut Street, Unit 1A
Itasca, IL 60143
Re:Aldel Financial II Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed October 10, 2024
File No. 333-282397
Dear Robert I. Kauffman:
            We have reviewed your amended registration statement and have the following
comment(s).
            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. Unless we note
otherwise, any references to prior comments are to comments in our October 9, 2024 letter.
Amendment No. 1 to Registration Statement on Form S-1, filed October 10, 2024
Sponsor Ownership, page 144
1.We note your response to prior comment 3. We note the non-managing sponsor
investors will hold a material amount of the founder shares. Please revise to disclose
the total ownership that each of the 10 non-managing sponsor investors will
hold, including founder shares, private units, public units and OTM Warrants, while
noting that certain purchases are pursuant to indications of interest and are therefore
not definite.

October 16, 2024
Page 2
            Please contact Julie Sherman at 202-551-3640 or Terence O'Brien at 202-551-3355 if
you have questions regarding comments on the financial statements and related
matters. Please contact Conlon Danberg at 202-551-4466 or Margaret Sawicki at 202-551-
7153 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Giovanni Caruso, Esq.

CORRESP
1
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    Giovanni Caruso

    Partner

    345 Park Avenue

    New York, NY 10154

    Direct   212.407.4866

Main     212.407.4000

Fax        212.937.3943

gcaruso@loeb.com

VIA EDGAR

October 9, 2024

Division of Corporation Finance

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Attention:
    Conlon Danberg

    Margaret Sawicki

    Julie Sherman

    Terence O'Brien

    Re:

    Aldel Financial II Inc.

    Registration Statement on Form S-1

    Filed September 30, 2024

    File No. 333-282397

Dear Mr. Danberg:

On behalf of our client, Aldel
Financial II Inc., a Cayman Islands exempted company (the “Company”), we hereby respond to the comments of the
staff of the Division of Corporation Finance of the Commission (the “Staff”) with respect to the above-referenced
Registration Statement on Form S-1 filed on September 30, 2024 (the “Registration Statement”) contained
in the Staff’s letter dated October 9, 2024 (the “Comment Letter”).

The Company has filed via
EDGAR the Amended Registration Statement on Form S-1 (the “Amended Registration Statement”), 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 Registration Statement.

Registration Statement on Form S-1 filed
September 30, 2024

Prospectus Summary

Our Business Combination Process, page 12

    1.
    We note your revised disclosure that: "We expect this company to have priority with respect to such acquisition opportunities because our goal is to complete a business combination with a strong target company, as we did in Aldel I, and build a track record which includes the successful completion of our initial business combination before turning to other potential opportunities in the market for subsequently formed special purpose acquisition companies." Please specify the way or ways in which you believe Hagerty Inc. was a strong target company for Aldel I.

    Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 12, 39, 71 and 110 of the Registration Statement.

Dilution, page 92

    2.
    We refer to our previous comment 3. Since net cash per share will decrease as a result of a deferred underwriting fee and any additional financial advisory fees, these should be reflected as deductions to the company's net tangible book value. Please clarify for us and in the filing why you are adding back these fees.

Response: In response to the Staff’s comment,
the Company has revised the disclosure on page 92 of the Registration Statement.

Sponsor Ownership, page 144

    3.
    We note your response to previous comment 5 explaining certain limitations on the interests in the sponsor to be held by the non-managing sponsor members. Please revise your disclosure here to note the proposed investment by the non-managing sponsor members and the reason these investors will not hold any material direct or indirect interests in the sponsor, as explained in your response letter.

Response: In response to the
Staff’s comment, the Company has revised the disclosure on page 144 of the Registration Statement.

Please do not hesitate to contact Giovanni
Caruso of Loeb & Loeb LLP at (212) 407-4866 with any questions or comments regarding this letter.

    Sincerely,

    /s/ Giovanni Caruso

    Giovanni Caruso

    Partner

cc: Robert I. Kauffman

October 9, 2024
Robert I. Kauffman
Chief Executive Officer
Aldel Financial II Inc.
104 S. Walnut Street, Unit 1A
Itasca, IL 60143
Re:Aldel Financial II Inc.
Registration Statement on Form S-1
Filed September 30, 2024
File No. 333-282397
Dear Robert I. Kauffman:
            We have reviewed your registration statement and have the following comment(s).
            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 filed September 30, 2024
Prospectus Summary
Our Business Combination Process, page 12
1.We note your revised disclosure that: "We expect this company to have priority with
respect to such acquisition opportunities because our goal is to complete a business
combination with a strong target company, as we did in Aldel I, and build a track
record which includes the successful completion of our initial business combination
before turning to other potential opportunities in the market for subsequently formed
special purpose acquisition companies." Please specify the way or ways in which you
believe Hagerty Inc. was a strong target company for Aldel I.
Dilution, page 92
We refer to our previous comment 3. Since net cash per share will decrease as a result
of a deferred underwriting fee and any additional financial advisory fees, these should 2.

October 9, 2024
Page 2
be reflected as deductions to the company's net tangible book value. Please clarify for
us and in the filing why you are adding back these fees.
Sponsor Ownership, page 144
3.We note your response to previous comment 5 explaining certain limitations on the
interests in the sponsor to be held by the non-managing sponsor members. Please
revise your disclosure here to note the proposed investment by the non-managing
sponsor members and the reason these investors will not hold any material direct
or indirect interests in the sponsor, as explained in your response letter.
            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 Julie Sherman at 202-551-3640 or Terence O'Brien at 202-551-3355 if
you have questions regarding comments on the financial statements and related
matters. Please contact Conlon Danberg at 202-551-4466 or Margaret Sawicki at 202-551-
7153 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Giovanni Caruso, Esq.

CORRESP
1
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    Giovanni Caruso

    Partner

    345 Park Avenue

    New York, NY 10154

    Direct   212.407.4866

Main     212.407.4000

Fax        212.937.3943

gcaruso@loeb.com

VIA EDGAR

September 27, 2024

Division of Corporation Finance

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Attention:
    Conlon Danberg

    Margaret Sawicki

    Julie Sherman

    Terence O'Brien

    Re:

    Aldel Financial II Inc.

    Draft Registration Statement on Form S-1

    Submitted September 9, 2024

    CIK No. 0002031561

Dear Mr. Danberg:

On behalf of our client, Aldel
Financial II Inc., a Cayman Islands exempted company (the “Company”), we hereby 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 submitted on September 9, 2024 (the “Draft Registration Statement”)
contained in the Staff’s letter dated September 19, 2024 (the “Comment Letter”).

The Company has filed via
EDGAR the Registration Statement on Form S-1 (the “Registration Statement”), 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 Registration Statement.

Amendment No. 1 to Draft Registration
Statement on Form S-1 submitted September 9, 2024

Cover Page

    1.
    We note your revised disclosure that you "expect that [y]our company will generally have priority over any other special purpose acquisition companies subsequently formed by [y]our sponsor or directors (if any) with respect to acquisition opportunities until [you] complete [y]our initial business combination or enter into a contractual agreement that would restrict [y]our ability to engage in material discussions regarding a potential initial business combination." Please expand on your statement to address special purpose acquisition companies affiliated with your officers. Additionally, please explain why you expect this company to have priority with respect to such acquisition opportunities. To the extent your sponsors, officers and/or directors are committing themselves to allocate opportunities to acquire targets in this way, please revise your disclosure to clarify it is a formal commitment rather than your expectation. Finally, please explain why this priority will only exist "generally" and discuss any exceptions or limitations

    Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 12, 39, 71 and 110 of the Registration Statement.

Risk Factors

Risks Relating to our Management Team

Members of our management team and affiliated companies may
have been, and may in the

future be, involved in civil disputes..., page 69

    2.
    We note your revised disclosure in response to previous comment
    12 that "there is no such material litigation, arbitration or governmental proceeding currently pending against any members
    of our management team and affiliated companies." Please revise to disclose if you are aware of any such civil disputes
    or government investigations to the extent material, regardless of whether they are currently pending or if they have been resolved
    or completed.

Response: In response to the Staff’s comment,
the Company has revised the disclosure on page 69 of the Registration Statement.

Dilution, page 92

    3.

    We refer to our previous comment 15. Please explain your basis
    for also adding back the payable for the deferred offering costs. In this regard, please tell us when and how these will be
    paid.

Response: As the balance sheet date, Company had
deferred cost asset and an offsetting deferred offering cost payable because none of thoese cost were paid. Company has $205,000 in
cash from the Promissory note from Sponsor and sale of Founder Shares. Company has adequate liquidity to pay the costs.

Principal Shareholders, page 143

    4.

    We note your response to previous comment 19. Please clarify
    how you calculated 98.6% for the total Class B shares owned by all officers, directors and director nominees as a group prior
    to the offering based on the amounts shown above in the table.

Response: In response to the Staff’s comment,
the Company has revised the disclosure on page 143 of the Registration Statement.

Sponsor Ownership, page 144

    5.

    We note your revised disclosure in response to previous comment
20 that none of the non-managing sponsor investors, nor any other persons, have direct or indirect material interests in the sponsor.
Elsewhere, you note that "[t]he non-managing sponsor investors have indicated an interest to purchase, indirectly through the purchase
of membership interests of our sponsor, an aggregate of 345,000 private units (or 375,280 private units if the underwriters’ over-allotment
option is exercised in full) at a price of $10.00 per unit ($3,450,000 in the aggregate, or $3,752,800 if the underwriters’ over-allotment
option is exercised in full) in a private placement that will close simultaneously with the closing of this offering" (emphasis
added). Please explain why the non-managing sponsor investors will not have a material interest in the sponsor if they will purchase
membership interests in the sponsor.

    Response: The Company acknowledges the Staff’s comment and informs the Staff that (i)
    no non-managing sponsor member will own a material amount of the interests of the sponsor and (ii) the non-managing sponsor investors
    do not, under the sponsor’s operating agreement, have the right to take part in or interfere in any manner with the management,
    conduct or control of the business of the sponsor nor have the right to vote on any matter relating to the sponsor, its business
    or affairs. In addition, except in the case of incapacity, the non-managing sponsor investors have no right to remove the managing
    member of the sponsor. Further, the securities of the Company owned by the sponsor may not be withdrawn by any non-managing sponsor
    investor, and such securities would only be distributed to members pursuant to the terms of the sponsor’s operating agreement
    in connection with a business combination (absent the dissolution of the sponsor). The managing member of the sponsor also have the
    authority to forfeit the Company’s securities held by the sponsor in connection with a business combination without the approval
    of the non-managing sponsor investors as long as all members are treated equally. Accordingly, none of the non-managing sponsor investors
    will have a material interest in the sponsor .

Please do not hesitate to contact Giovanni Caruso of Loeb &
Loeb LLP at (212) 407-4866 with any questions or comments regarding this letter.

    Sincerely,

    /s/ Giovanni Caruso

    Giovanni Caruso

    Partner

cc: Robert I. Kauffman

September 19, 2024
Robert I. Kauffman
Chief Executive Officer
Aldel Financial II Inc.
104 S. Walnut Street, Unit 1A
Itasca, IL 60143
Re:Aldel Financial II Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted September 9, 2024
CIK No. 0002031561
Dear Robert I. Kauffman:
            We have reviewed your amended draft registration statement and have the following
comment(s).
            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. Unless we note otherwise, any references to prior comments are to comments in our
August 29, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form S-1 submitted September 9, 2024
Cover Page
We note your revised disclosure that you "expect that [y]our company will generally have
priority over any other special purpose acquisition companies subsequently formed by
[y]our sponsor or directors (if any) with respect to acquisition opportunities until
[you] complete [y]our initial business combination or enter into a contractual agreement
that would restrict [y]our ability to engage in material discussions regarding a potential
initial business combination." Please expand on your statement to address special purpose
acquisition companies affiliated with your officers. Additionally, please explain why you
expect this company to have priority with respect to such acquisition opportunities. To the
extent your sponsors, officers and/or directors are committing themselves to allocate 1.

September 19, 2024
Page 2
opportunities to acquire targets in this way, please revise your disclosure to clarify it is a
formal commitment rather than your expectation. Finally, please explain why this priority
will only exist "generally" and discuss any exceptions or limitations.
Risk Factors
Risks Relating to our Management Team
Members of our management team and affiliated companies may have been, and may in the
future be, involved in civil disputes..., page 69
2.We note your revised disclosure in response to previous comment 12 that "there is no
such material litigation, arbitration or governmental proceeding currently pending against
any members of our management team and affiliated companies." Please revise to
disclose if you are aware of any such civil disputes or government investigations to the
extent material, regardless of whether they are currently pending or if they have been
resolved or completed.
Dilution, page 92
3.We refer to our previous comment 15. Please explain your basis for also adding back the
payable for the deferred offering costs. In this regard, please tell us when and how these
will be paid.
Principal Shareholders, page 143
4.We note your response to previous comment 19. Please clarify how you calculated 98.6%
for the total Class B shares owned by all officers, directors and director nominees as a
group prior to the offering based on the amounts shown above in the table.
Sponsor Ownership, page 144
5.We note your revised disclosure in response to previous comment 20 that none of the non-
managing sponsor investors, nor any other persons, have direct or indirect material
interests in the sponsor. Elsewhere, you note that "[t]he non-managing sponsor investors
have indicated an interest to purchase, indirectly through the purchase of membership
interests of our sponsor , an aggregate of 345,000 private units (or 375,280 private units if
the underwriters’ over-allotment option is exercised in full) at a price of $10.00 per unit
($3,450,000 in the aggregate, or $3,752,800 if the underwriters’ over-allotment option is
exercised in full) in a private placement that will close simultaneously with the closing of
this offering" (emphasis added). Please explain why the non-managing sponsor investors
will not have a material interest in the sponsor if they will purchase membership interests
in the sponsor.

September 19, 2024
Page 3
            Please contact Julie Sherman at 202-551-3640 or Terence O'Brien at 202-551-3355 if you
have questions regarding comments on the financial statements and related matters. Please
contact Conlon Danberg at 202-551-4466 or Margaret Sawicki at 202-551-7153 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Giovanni Caruso, Esq.

August 29, 2024
Robert I. Kauffman
Chief Executive Officer
Aldel Financial II Inc.
104 S. Walnut Street, Unit 1A
Itasca, IL 60143
Re:Aldel Financial II Inc.
Draft Registration Statement on Form S-1
Submitted August 5, 2024
CIK No. 0002031561
Dear Robert I. Kauffman:
            We have reviewed your draft registration statement and have the following comment(s).
            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 August 5, 2024
Cover Page
1.We note your statement that the proceeds from the offering may be released from the
Trust Account upon "the completion of [y]our initial business combination or an earlier
redemption in connection with the commencement of the consummation of the initial
business combination if [you] determine it is desirable to facilitate the completion of the
initial business combination." Please tell us how this early release of proceeds from the
trust is consistent with disclosures stating that no proceeds held in the trust account will
be available for your use, except the withdrawal of interest to pay income taxes, and/or to
redeem public shares in connection with an amendment to your amended and restated
memorandum and articles of association, unless and until you complete your initial
business combination, and with disclosures that shareholders have the opportunity to
redeem shares upon completion of a business combination. We may have further
comments upon review of your response.

August 29, 2024
Page 2
2.You note on the cover page that prior to or in connection with the completion of the initial
business combination, other than a vote on continuing the company in a jurisdiction
outside the Cayman Islands, holders of the Class B ordinary shares and holders of the
Class A ordinary shares will vote together as a single class, except as required by law. In
your risk factor on page 58, you note that holders of your public shares will have no right
to vote on the appointment or removal of directors prior to the consummation of your
initial business combination. Please clarify if holders of your Class A ordinary shares will
have the ability to vote on the appointment or removal of directors prior to the completion
of an initial business combination.
3.Please revise the cross-reference to the " Dilution" section of the prospectus in connection
with the quartile table of adjusted net tangible book value so that it is highlighted by
prominent type or in another manner. Please refer to Item 1602(a)(4) of Regulation S-K.
4.We note your disclosure that the non-managing sponsor investors have indicated an
interest to purchase units in this offering at the offering price. Please disclose the number
of investors and the total maximum percentage of the offering for which there are
indications of interest and file any agreements with such investors as exhibits. 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. Please
provide appropriate risk factor disclosure regarding the potential conflicts of interest with
the non-managing sponsor investors based on your ability to pursue a business
combination through a joint venture or other form of shared ownership with your non-
managing sponsor investors, as noted on page 10. 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.
Summary, page 1
5.We note that in the definition of "non-managing sponsor investor" it states that the
sponsor will issue membership interests at a nominal purchase price to the non-managing
sponsor investors at the closing of this offering. Please revise to state the price of these
membership interests.
Our Business Combination Process, page 11
6.Please state the basis for your statement that you do not believe that the fiduciary duties or
contractual obligations of your officers or directors will materially affect your ability to
complete your initial business combination.

August 29, 2024
Page 3
7.We note your statement that "[o]ur sponsor does not have any agreement, arrangement or
understanding with us or our officers, directors, or affiliates with respect to determining
whether to proceed with a de-SPAC transaction." Please expand on this statement to note,
as you do elsewhere in the prospectus, that your sponsor, officers, directors and senior
advisor have entered into a letter agreement pursuant to which they have agreed to vote
their founder shares, private placement securities and any public shares purchased during
or after this offering in favor of your initial business combination.
8.Please broaden the conflicts of interest disclosure on page 11 and pages 36-37, including
to discuss the conflicts of interest relating to (i) the ability to complete a de-SPAC
transaction with an entity affiliated with your sponsor, officers or directors, (ii) the terms
of warrants held by the sponsor that may enable the sponsor to profit at times when an
unaffiliated security holder cannot profit, such as when the public warrants are called for
redemption and (iii) your waiver of the corporate opportunity doctrine. See Item
1602(b)(7) and 1603(b) of Regulation S-K.
9.We note your statement that your "sponsor, officers and directors could have conflicts of
interest in determining whether to present business combination opportunities to [you] or
to any other special purpose acquisition company with which they may become involved."
Please expand on this disclosure to explain how your sponsor, officers and directors
intend to allocate opportunities to acquire targets between you and any such other special
purpose acquisition company, including FG Acquisition Corp.
10.We note the table included here providing disclosure about the 5,000,000 founder shares
to be held by the Initial Shareholders. Please expand this table to include all of the
information required by Item 1602(b)(6) of Regulation S-K. Outside of the table, please
disclose the extent to which this compensation and securities issuance may result in a
material dilution of the purchasers' equity interests. Finally, it appears that certain non-
managing sponsor investors have expressed an interest in purchasing non-managing
sponsor membership interests for $3,450,000 in the aggregate (or $3,752,800 if the
underwriters’ over-allotment option is exercised in full) and receiving interests in an
aggregate of 2,500,000 of the founder shares (or 2,714,286 founder shares if the
underwriters’ over-allotment option is exercised in full). Please ensure your tabular
disclosure of the compensation received or to be received by the SPAC sponsor, its
affiliates, and promoters addresses any investments by such non-managing sponsor
investors.
Risk Factors
Risks Relating to Our Search for, and Consummation of or Inability to Consummate, a Business
Combination
The securities in which we invest the funds held in the trust account could bear a negative rate of
interest..., page 49
We note your statement here that "public shareholders are entitled to receive their pro-rata
share of the proceeds held in the trust account, plus any interest income (less taxes
payable, other than excise taxes , if any, and up to $100,000 of interest to pay dissolution
expenses)" (emphasis added). In your risk factor disclosure on page 82 you note that "[t]o
the extent the Excise Tax is applicable, the amount of cash available to pay redemptions
or to transfer to the target business in connection with our initial business combination
may be reduced." Elsewhere, you note that interest earned on the funds held in the trust 11.

August 29, 2024
Page 4
account may be released to pay your "tax obligations" and that interest will be "net of
taxes payable." Please clarify whether you may withdraw interest for the payment of the
Excise Tax if it were imposed.
Risks Relating to our Management Team
Members of our management team and affiliated companies may have been, and may in the
future be, involved in civil disputes..., page 67
12.We note that members of your management and affiliated companies "may have been"
involved in civil disputes or governmental investigations unrelated to your business and
such civil disputes or governmental investigations could be detrimental to your reputation,
negatively affect your ability to identify and complete an initial business combination and
may have an adverse effect on the price of your securities. Please revise to disclose if you
are aware of any such civil disputes or government investigations to the extent material.
Risks Relating to our Securities
Our warrant agreement will designate the courts of the State of New York..., page 77
13.Please expand on this risk factor to address the risk that the choice-of-forum provision
may result in increased costs for a warrant holder to bring a claim.
Dilution, page 90
14.We refer you to your tabular presentation of dilution at quartile intervals on the outside
cover page and on pages 90-93. Such tabular presentation appears to assume your
maximum redemption threshold is the entire amount of shares to be sold to public
shareholders as part of this offering. Please explain to us if you may redeem your public
shares in an amount that would cause your net tangible assets, after payment of the
deferred underwriting commissions, to be less than $5,000,001. Please tell us how you
considered this and any other redemption restrictions in your determination of your
maximum redemption threshold for your dilution presentation. Please refer to Item 1602
of Regulation S-K.
15.As of July 22, 2024, you incurred $141,448 in deferred offering costs. Please revise to
exclude these costs from your calculation of net tangible book value and related per share
calculations before the offering or advise why you do not believe revision is necessary.
16.Please clarify how you calculated pro forma net tangible book value of $201,172,032.
17.Outside of the dilution table, please describe each material potential source of future
dilution following the registered offering, including sources not included in the table with
respect to the determination of net tangible book value per share, as adjusted. These
sources of dilution should include the founder shares anti-dilution rights, shares that may
be issued in connection with the closing of your initial business combination, OTM
Warrants, private warrants, public warrants and potential conversion of any working
capital loans. Please refer to Item 1602(c) of Regulation S-K.
Conflicts of Interest, page 138
Please revise the table of entities to which your executive officers and directors have
fiduciary duties or contractual obligations to ensure it is clear which individual is
affiliated with which entity. Please add disclosure for Mr. Swets to the table or advise. 18.

August 29, 2024
Page 5
Finally, please ensure this table includes all entities to which your executive officers and
directors have fiduciary duties or contractual obligations. In this regard, we note that the
table only appears to list two entities to which Mr. Kauffman is affiliated but his
biography included on page 4 includes several others.
Principal Shareholders, page 141
19.We note your disclosure on the cover page that each private unit will consist of one Class
A ordinary share and one-half of one redeemable warrant to purchase one Class A
ordinary share and, of the 590,000 private units, your sponsor has agreed to purchase
390,000 private units (or 420,000 private units if the underwriters’ over-allotment option
is exercised in full). We note that the post-offering percentages in the principal
shareholders table assume that there are 25,590,000 ordinary shares, consisting of
(i) 20,000,000 Class A ordinary shares; (ii) 5,000,000 Class B ordinary shares, and
(iii) 590,000 private shares included in the private units issued and outstanding after this
offering. Please revise the table to indicate where the sponsor's purchase of private units is
reflected in the table, which only shows the Class B share ownership.
Sponsor Ownership, page 142
20.Based on the indications of interest by the non-managing sponsor investors, please
disclose the persons who may have direct and indirect material interests in the sponsor, as
well as the nature and amount of their interests. See Item 1603(a)(7) of Regulation S-K.
Transfers of Founder Shares and Private Placement Securities, page 145
21.Please expand on your tabular disclosure of the lock-ups for the founder shares and
private placement securities to disclose the natural persons and entities subject to each
agreement. Additionally, please describe any transfer restrictions applicable to the
securities to be held by the non-managing sponsor investors either directly or indirectly.
Refer to Item 1603(a)(9) of Regulation S-K.
Certain Relationships and Related Party Transactions, page 146
22.We note your statement on page 146: "Our sponsor (and/or its designees) has committed,
pursuant to written agreements, to purchase an aggregate of 1,000,000 OTM Warrants."
On the cover page you refer to just your sponsor purchasing OTM Warrants directly, with
no designees ("our sponsor has committed to purchase an aggregate of 1,000,000 warrants
(the “OTM Warrants” and, together with the private units, the “private placement
securities”) at a price of $0.10 per warrant…"). We further note that "private placement"
is defined on page 2 as "the private placement to our sponsor and BTIG (and/or their
designees) of the private units and OTM Warrants." Please revise throughout to clarify
who is purchasing OTM Warrants and whether they are doing so through designees.
Certain Differences in Corporate Law
Enforcement of Civil Liabilities, page 160
23.Please revise to provide each of the disclosure items required by Item 101(g) of
Regulation S-K.

August 29, 2024
Page 6
Notes to Financial Statements
Note 1. Description of Organization and Business Operations, page F-8
24.You state here that "[t]he Company will proceed with a Business Combination only if the
Company has net tangible assets, after payment of the deferred underwriting fees, of at
least $5,000,000 upon or immediately prior to such consummation of a Business
Combination." Please clarify if the Company's organizational documents contain a
minimum net tangible asset requirement. If so, please revise your prospectus to disclose
this requirement and its potential impact on your ability to consummate a business
combination or to conduct redemptions.
Signatures, page II-1
25.Please include signature lines for at least a majority of your board of directors. Please
refer to Instruction 1 to the Signatures section of Form S-1.
            Please contact Julie Sherman at 202-551-3640 or Terence O'Brien at 202-551-3355 if you
have questions regarding comments on the financial statements and related matters. Please
contact Conlon Danberg at 202-551-4466 or Margaret Sawicki at 202-551-7153 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Servi