SecProbe.io

CORRESP
 1
 filename1.htm

 Graubard
 Miller
 The
 Chrysler Building
 405
 Lexington Avenue
 New
 York, N.Y. 10174-4499
 (212)
 818-8800

 facsimile

 direct
 dial number

 (212)
 818-8881

 (212)
 818-8638

 email
 address

 jgallant@graubard.com

 September
 10, 2025

 Securities
and Exchange Commission

 Division
of Corporation Finance

 Office
of Real Estate & Construction

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 Calisa
 Acquisition Corp.

 Amendment
 No. 2 to Registration Statement on Form S-1

 Filed
 July 7, 2025

 File
 No. 333-280565

 Ladies
and Gentlemen:

 On
behalf of Calisa Acquisition Corp. (the "Company"), we respond as follows to the Staff's comment letter, dated July
29, 2025, relating to the above-captioned Registration Statement on Form S-1 ("Registration Statement"). Captions and page
references herein correspond to those set forth in the amended filing of the Registration Statement, a copy of which has been marked
with the changes from the prior filing of the Registration Statement. Capitalized terms used but not defined in this letter have the
meanings ascribed to them in the Registration Statement.

 Please
note that for the Staff's convenience, we have recited each of the Staff's comments and provided the Company's response
to each comment immediately thereafter.

 Amendment
No. 2 to Registration Statement on Form S-1

 Cover
Page

 1. We
 note here and throughout the registration statement that you have removed disclosure regarding
 possible extensions of the time to complete a business combination. Please revise your registration
 statement to include disclosure as to whether, and if so how, you may extend this time period,
 and whether shareholders may redeem their shares in connection with any proposal to extend.

 We
have revised the disclosure throughout the Registration Statement as requested.

 Securities
and Exchange Commission

 September
10, 2025

 Page
2

 Summary
Financial Data, page 29

 2. It
 appears your working capital, as adjusted, includes the $60,000,000 to be held in the trust
 account. Please tell us how you determined it was appropriate to include this amount within
 your working capital, as adjusted.

 We
have revised the disclosure on page 29 of the Registration Statement to address the Staff's comment.

 Dilution,
page 80

 3. On
 page 80, you state "[t]he calculations below do not take into account the fee payable
 by us pursuant to the Business Combination Marketing Agreement, as that fee is contingent
 upon our consummation of an initial business combination." This statement does not
 appear to be consistent with your calculation, which reflects a reduction for the business
 combination marketing fee. Please revise for consistency, or advise.

 We
have revised the disclosure on page 80 of the Registration Statement as requested.

 Index
to Financial Statements, page F-1

 4. We
 note you have provided unaudited interim financial statements as of and for the five months
 ended May 31, 2025 and for the period from March 11, 2024 (Inception) to March 31, 2024.
 Please amend your filing to include unaudited interim financial statements as of the end
 of a fiscal quarter (e.g., March 31, 2025 or June 30, 2025) and for the period then ended
 (e.g., three months ended March 31, 2025 or six months June 30, 2025.) Your revised filing
 should also include a statement of operations, statement of changes in shareholders'
 equity, and statement of cash flows for the comparable period of the preceding fiscal year
 (e.g., March 11, 2024 (Inception) to March 31, 2024 or to June 30, 2024). Reference is made
 to Rule 8-03 of Regulation S- X.

 We
have revised the disclosure throughout the Registration Statement as requested.

 Statements
of Changes in Shareholders' Equity, page F-5

 5. Please
 revise to provide a separate statement of changes in shareholders' equity that covers
 the entire period from March 11, 2024 to December 31, 2024 that is labeled as audited. Reference
 is made to Rule 8-02 of Regulation S-X.

 We
have revised on page F-5 of the Registration Statement as requested.

 Notes
to the Financial Statements

 Note
8 - Segment Information, page F-14

 6. We
 note that the key measure of segment profit or loss reviewed by the CODM is general and administrative
 expenses. Please tell us how you determined that general and administrative expenses reflects
 a measure of profit or loss, and whether or not your CODM considers Net loss when evaluating
 your single operating segment. Please refer to ASC 280-10-50.

 We
have revised the disclosure on page F-14 of the Registration Statement as requested.

 *************

 Securities
and Exchange Commission

 September
10, 2025

 Page
3

 If
you have any questions, please do not hesitate to contact me at the above telephone and facsimile numbers.

 Sincerely,

 /s/
 Jeffrey M. Gallant

 Jeffrey
 M. Gallant

 cc:
 Hongfei
 Zhang, CEO

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 29, 2025

Hongfei Zhang
Chief Executive Officer
Calisa Acquisition Corp
420 Lexington Ave., Suite 2446
New York, NY 10170

 Re: Calisa Acquisition Corp
 Amendment No. 2 to Registration Statement on Form S-1
 Filed July 7, 2025
 File No. 333-280565
Dear Hongfei Zhang:

 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. Unless
we note
otherwise, any references to prior comments are to comments in our August 16,
2024 letter.

Amendment No. 2 to Registration Statement on Form S-1
Cover Page

1. We note here and throughout the registration statement that you have
removed
 disclosure regarding possible extensions of the time to complete a
business
 combination. Please revise your registration statement to include
disclosure as to
 whether, and if so how, you may extend this time period, and whether
shareholders
 may redeem their shares in connection with any proposal to extend.
Summary Financial Data, page 29

2. It appears your working capital, as adjusted, includes the $60,000,000
to be held in the
 trust account. Please tell us how you determined it was appropriate to
include this
 amount within your working capital, as adjusted.
 July 29, 2025
Page 2

Dilution, page 80

3. On page 80, you state "[t]he calculations below do not take into account
the fee
 payable by us pursuant to the Business Combination Marketing Agreement,
as that fee
 is contingent upon our consummation of an initial business combination."
This
 statement does not appear to be consistent with your calculation, which
reflects a
 reduction for the business combination marketing fee. Please revise for
consistency,
 or advise.
Index to Financial Statements, page F-1

4. We note you have provided unaudited interim financial statements as of
and for the
 five months ended May 31, 2025 and for the period from March 11, 2024
(Inception)
 to March 31, 2024. Please amend your filing to include unaudited interim
financial
 statements as of the end of a fiscal quarter (e.g., March 31, 2025 or
June 30, 2025)
 and for the period then ended (e.g., three months ended March 31, 2025
or six months
 June 30, 2025.) Your revised filing should also include a statement of
operations,
 statement of changes in shareholders' equity, and statement of cash
flows for the
 comparable period of the preceding fiscal year (e.g., March 11, 2024
(Inception) to
 March 31, 2024 or to June 30, 2024). Reference is made to Rule 8-03 of
Regulation S-
 X.
Statements of Changes in Shareholders' Equity, page F-5

5. Please revise to provide a separate statement of changes in
shareholders' equity that
 covers the entire period from March 11, 2024 to December 31, 2024 that
is labeled as
 audited. Reference is made to Rule 8-02 of Regulation S-X.
Notes to the Financial Statements
Note 8 - Segment Information, page F-14

6. We note that the key measure of segment profit or loss reviewed by the
CODM is
 general and administrative expenses. Please tell us how you determined
that general
 and administrative expenses reflects a measure of profit or loss, and
whether or not
 your CODM considers Net loss when evaluating your single operating
 segment. Please refer to ASC 280-10-50.
 Please contact Eric McPhee at 202-551-3693 or Jennifer Monick at
202-551-3295 if
you have questions regarding comments on the financial statements and related
matters. Please contact Catherine De Lorenzo at 202-551-3772 or Pamela Long at
202-551-
3765 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Jeffrey M. Gallant, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Graubard
 Miller
 The
 Chrysler Building
 405
 Lexington Avenue
 New
 York, N.Y. 10174-4499
 (212)
 818-8800

 (212)
 818-8881

 (212)
 818-8638

 email
 address

 jgallant@graubard.com

 July
7, 2025

 Securities
and Exchange Commission

 Division
of Corporation Finance

 Office
of Real Estate & Construction

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 Calisa
 Acquisition Corp

 Amendment
 No. 1 to

 Registration
 Statement on Form S-1

 Filed
 August 9, 2024

 File
 No. 333-280565

 Ladies
and Gentlemen:

 On
behalf of Calisa Acquisition Corp ("Company"), we respond as follows to the Staff's comment letter, August 16, 2024,
relating to the above-captioned Registration Statement on Form S-1 ("Registration Statement"). Captions and page references
herein correspond to those set forth in the amended Registration Statement.

 Please
note that for the Staff's convenience, we have recited each of the Staff's comments and provided the Company's response
to each comment immediately thereafter.

 Registration
Statement on Form S-1

 Enforcement
of Civil Liabilities, page 11

 1. We
 note your revised disclosure provided in response to prior comment 3. As requested in the
 comment, please include Ogier's consent to being named in this section of the prospectus
 as an exhibit to the registration statement.

 We
have re-filed the opinion of Ogier that contains Ogier's consent to being named in the above-referenced section as requested.

 Securities
and Exchange Commission

 July 7, 2025

 Page
2

 Risk
Factors Summary, page 26

 2.
 We
 note your response to prior comment 5. We also note that you disclose on page 28 that the PRC government may intervene or regulate
 the activities of the post-business combination company in ways that could significantly limit or completely hinder your ability
 to offer or continue to offer securities to investors and cause the value of our securities to significantly decline or become worthless.
 Please revise your disclosure to include the current risks that the majority of your directors and officers being based in or having
 significant ties to China poses which could result in a material change in your operations and/or the value of the securities you
 are registering for sale including causing the value of your securities to significantly decline or become worthless.

 We
 have revised the disclosure throughout the Registration Statement as requested.

 Risks
Related to Acquiring and Operating a Business Outside of the United States, page 51

 3.
 We
 note your response to prior comment 7. Please expand your disclosure regarding the impact PRC law or regulations may have on the
 cash flows associated with the business combination transaction specifically including, but without limitation, shareholder redemption
 rights.

 We
have revised the disclosure in the Registration Statement to indicate that because the funds held in the Company's trust account
are not held in China but are instead held in U.S. dollars in the United States with Continental Stock Transfer & Trust Company,
shareholder redemption rights would not be impacted.

 Underwriting,
page 144

 4.
 We
 note your response to prior comment 9. Please revise your underwriter's compensation table to include the EBC founder shares
 in tabular format. Please refer to Item 508(e) of Regulation S-K for guidance.

 We
have revised the underwriters' compensation table as requested.

 *
* * * * * * * * *

 If
you have any questions, please do not hesitate to contact me at the above telephone and facsimile numbers.

 Sincerely,

 /s/
 Jeffrey M. Gallant

 Jeffrey
 M. Gallant

 cc:
 Hongfie
 Zhang

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 24, 2025

CERTIFIED MAIL
RETURN RECEIPT REQUESTED

Hongfei Zhang
Chief Executive Officer
Calisa Acquisition Corp
420 Lexington Ave., Suite 2446
New York, NY 10170

 Re: Calisa Acquisition Corp
 Registration Statement on Form S-1
 Filed June 28, 2024
 File No. 333-280565
Dear Hongfei Zhang:

 It has been more than nine months since you last amended this
registration statement
and it is now out of date. Within 30 days from the date of this letter, you
should either:

 amend it to comply with the applicable requirements of the Securities Act
of 1933, the
 rules and regulations under the Act, and the requirements of the form; or
 file a request for withdrawal.
 If you requested confidential treatment for portions of any exhibits to
your registration
statement and you request withdrawal of that registration statement, please
submit a
concurrent request for withdrawal of your application for confidential
treatment.

 If you do not amend the registration statement or file a request for
withdrawal (or
provide us with a satisfactory explanation of why you have not done either)
within 30 days,
we may enter an order declaring the registration statement abandoned under rule
479 of the
Act.

 Please contact Catherine De Lorenzo at 202-551-3772 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
 June 24, 2025
Page 2

cc: Jeffrey M. Gallant, Esq.
 CERTIFIED MAIL
 RETURN RECEIPT REQUESTED
</TEXT>
</DOCUMENT>

August 16, 2024
Hongfei Zhang
Chief Executive Officer
Calisa Acquisition Corp
420 Lexington Ave., Suite 2446
New York, NY 10170
Re:Calisa Acquisition Corp
Amendment No. 1 to
Registration Statement on Form S-1
Filed August 9, 2024
File No. 333-280565
Dear Hongfei Zhang:
            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. Unless we note otherwise,
any references to prior comments are to comments in our July 25, 2024 letter.
Registration Statement on Form S-1
Enforcement of Civil Liabilities, page 11
1.We note your revised disclosure provided in response to prior comment 3. As requested in
the comment, please include Ogier's consent to being named in this section of the
prospectus as an exhibit to the registration statement.
Risk Factors Summary, page 26
We note your response to prior comment 5. We also note that you disclose on page 28 that
the PRC government may intervene or regulate the activities of the post-business
combination company in ways that could significantly limit or completely hinder your
ability to offer or continue to offer securities to investors and cause the value of our
securities to significantly decline or become worthless. Please revise your disclosure 2.

August 16, 2024
Page 2
to include the current risks that the majority of your directors and officers being based in
or having significant ties to China poses which could result in a material change in your
operations and/or the value of the securities you are registering for sale
including causing the value of your securities to significantly decline or become
worthless.
Risks Related to Acquiring and Operating a Business Outside of the United States, page 51
3.We note your response to prior comment 7. Please expand your disclosure regarding
the impact PRC law or regulations may have on the cash flows associated with the
business combination transaction specifically including, but without limitation,
shareholder redemption rights.
Underwriting, page 144
4.We note your response to prior comment 9. Please revise your underwriter's compensation
table to include the EBC founder shares in tabular format. Please refer to Item 508(e) of
Regulation S-K for guidance.
            Please contact Eric McPhee at 202-551-3693 or Mark Rakip at 202-551-3573 if you have
questions regarding comments on the financial statements and related matters. Please contact
Catherine De Lorenzo at 202-551-3772 or Pam Long at 202-551-3765 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Jeffrey M. Gallant, Esq.

CORRESP
1
filename1.htm

    Graubard
                                            Miller

    The
    Chrysler Building

    405
    Lexington Avenue

    New
    York, N.Y. 10174-4499

    (212)
    818-8800

    (212)
    818-8881

    (212)
    818-8638

    email
    address

    jgallant@graubard.com

    August
    8, 2024

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Real Estate & Construction

100
F Street, N.E.

Washington,
D.C. 20549

 Re: Calisa
                                            Acquisition Corp

    Registration
                                            Statement on Form S-1

    Filed
                                            June 28, 2024

    File
                                            No.: 333-280565

Ladies
and Gentlemen:

On
behalf of Calisa Acquisition Corp (“Company”), we respond as follows to the Staff’s comment letter, July 25, 2024,
relating to the above-captioned Registration Statement on Form S-1 (“Registration Statement”). Captions and page references
herein correspond to those set forth in the amended Registration Statement, a copy of which has been marked with the changes from the
original draft submission of the Registration Statement.

Please
note that for the Staff’s convenience, we have recited each of the Staff’s comments and provided the Company’s response
to each comment immediately thereafter.

Registration
Statement on Form S-1

Cover
page

1. We
                                            note your disclosure that governing law and regulation in the PRC are still rapidly evolving
                                            and changes may result in a material change to your operations and the value of your ordinary
                                            shares if you complete a business combination with a target in China. Please revise to provide
                                            prominent disclosure about the legal and operational risks associated with a majority of
                                            your directors and officers being based in or having significant ties to China. Such risks
                                            should include uncertainties regarding the enforcement of laws and that rules and regulations
                                            in China can change quickly with little advance notice. Your disclosure should make clear
                                            whether these risks could result in a material change in your search for a target company,
                                            as well as the value of the securities you are registering for sale.

We
have revised the disclosure on the cover page of the prospectus included in the Registration Statement, as requested.

Securities
and Exchange Commission

August
8, 2024

Page
2

Potential
Permission Required from the PRC Authorities for this Offering and a Business Combination, page 10

2. Disclose
                                            each permission or approval that your officers and directors are required to obtain from
                                            Chinese authorities to search for a target company. State whether your directors and officers
                                            are covered by permissions requirements from the China Securities Regulatory Commission (CSRC),
                                            Cyberspace Administration of China (CAC) or any other governmental agency, and state affirmatively
                                            whether you have received all requisite permissions or approvals and whether any permissions
                                            or approvals have been denied. Please also describe the consequences to you and your investors
                                            if your officers and directors (i) do not receive or maintain such permissions or approvals,
                                            (ii) inadvertently conclude that such permissions or approvals are not required, or (iii)
                                            applicable laws, regulations, or interpretations change and you are required to obtain such
                                            permissions or approvals in the future.

We
have revised the disclosure on the page 10 of the Registration Statement, as requested.

Enforcement
of Civil Liabilities, page 11

3. Please
                                            include disclosures regarding the enforcement of civil liabilities in the Cayman Islands,
                                            as your jurisdiction of incorporation, as required by Item 101(g) of Regulation S-K. Regarding
                                            your discussion of enforcement of civil liabilities in China, if this discussion is based
                                            on an opinion of counsel, please identify counsel and file its consent to the use of its
                                            name an opinion as an exhibit to the registration statement.

We
have revised the disclosure on page 11 of the Registration Statement, as requested. We respectfully advise the staff that the discussion
regarding enforcement of civil liabilities in China is not based on an opinion of counsel.

The
Offering, page 12

4. You
                                            disclose here and elsewhere that public shareholders may elect to redeem their public shares
                                            irrespective of whether they vote for or against the proposed transaction. You also disclose
                                            on page F-8 that each public shareholder may also elect to redeem their public shares without
                                            voting. Please revise your disclosure here and elsewhere throughout your registration statement
                                            to clarify whether shareholders are able to redeem their shares if they abstain from voting
                                            or otherwise do not vote.

We
have revised the disclosure on pages 20, 99, 107, 123 and F-8 of the Registration Statement, as requested.

Securities
and Exchange Commission

August
8, 2024

Page
3

Risk
Factors Summary , page 26

5. In
                                            your summary of risk factors, you have disclosed the risks to investors related to acquiring
                                            and operating a business in China. Please revise your disclosure to also include the risks
                                            that the majority of your directors and officers being based in or having significant ties
                                            to China poses to investors. In particular, describe the significant regulatory, liquidity,
                                            and enforcement risks with cross-references to the more detailed discussion of these risks
                                            in the prospectus. For example, specifically discuss risks arising from the legal system
                                            in China, including risks and uncertainties regarding the enforcement of laws and that rules
                                            and regulations in China can change quickly with little advance notice; and the risk that
                                            the Chinese government may intervene or influence your search for a target company or completion
                                            of your initial business combination at any time, which could result in a material change
                                            in your operations and/or the value of the securities you are registering for sale.

We
have revised the disclosure on page 28 of the Registration Statement, as requested.

Risks
Related to Acquiring and Operating a Business Outside of the United States , page 51

6. Please
                                            revise your risk factors to address the current risks associated with your executive officers
                                            and directors being located in or having ties to the PRC. Given the Chinese government’s
                                            significant oversight and discretion over the conduct and operations of your business, please
                                            revise to describe any material impact that intervention, influence, or control by the Chinese
                                            government has or may have on your business or on the value of your securities. Highlight
                                            separately the risk that the Chinese government may intervene or influence your operations
                                            at any time, which could result in a material change in your operations and/or the value
                                            of your securities. Also, given recent statements by the Chinese government indicating an
                                            intent to exert more oversight and control over offerings that are conducted overseas and/or
                                            foreign investment in China-based issuers, acknowledge the risk that any such action could
                                            significantly limit or completely hinder your ability to offer or continue to offer securities
                                            to investors and cause the value of such securities to significantly decline or be worthless.
                                            We remind you that, pursuant to federal securities rules, the d term “control”
                                            (including the terms “controlling,” “controlled by,” and “under
                                            common control with”) means “the possession, direct or indirect, of the power
                                            to direct or cause the direction of the management and policies of a person, whether through
                                            the ownership of voting securities, by contract, or otherwise.”

We
have revised the disclosure on page 64 of the Registration Statement, as requested.

7. Please
                                            address any impact PRC law or regulations may have on the cash flows associated with the
                                            business combination transaction specifically, including shareholder redemption rights.

We
have revised the disclosure on page 59 of the Registration Statement, as requested.

Securities
and Exchange Commission

August
8, 2024

Page
4

General
Risk Factors, page 71

8. We
                                            note your disclosure on page 73 that by restricting your investment of proceeds in cash or
                                            securities, including U.S. Government securities or shares of money market funds registered
                                            under the Investment Company Act and regulated pursuant to rule 2a-7 of that Act, you intend
                                            to avoid being deemed an “investment company,” and that you may be deemed to
                                            be subject to the Investment Company Act if you do not invest the proceeds as described.
                                            Please clarify that notwithstanding an investment of proceeds in government securities, you
                                            could nevertheless be considered to be operating as an unregistered investment company. Where
                                            you disclose the risk that you may be considered to be operating as an unregistered investment
                                            company, please confirm that if your facts and circumstances change over time, you will update
                                            your disclosure to reflect how those changes impact the risk that you may be considered to
                                            be operating as an unregistered investment company. Also revise disclosure on page 74 to
                                            refer to the rights, rather than warrants.

We
have revised the disclosure on pages 73 and 74 of the Registration Statement, as requested.

Underwriting
, page 144

9. We
                                            note that the EBC founder shares have been deemed compensation by FINRA. Please revise your
                                            underwriter’s compensation table to include the EBC founder shares. Please refer to
                                            Item 508(e) of Regulation S-K for guidance.

We
have revised the disclosure on page 144 of the Registration Statement, as requested.

*
* * * * * * * * *

If
you have any questions, please do not hesitate to contact me at the above telephone and facsimile numbers.

    Sincerely,

    /s/
    Jeffrey M. Gallant

    Jeffrey
    M. Gallant

    cc:
    Hongfie
    Zhang

July 25, 2024
Hongfei Zhang
Chief Executive Officer
Calisa Acquisition Corp
420 Lexington Ave., Suite 2446
New York, NY 10170
Re:Calisa Acquisition Corp
Registration Statement on Form S-1
Filed June 28, 2024
File No. 333-280565
Dear Hongfei Zhang:
            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 your disclosure that governing law and regulation in the PRC are still rapidly
evolving and changes may result in a material change to your operations and the value of
your ordinary shares if you complete a business combination with a target in China.
Please revise to provide prominent disclosure about the legal and operational risks
associated with a majority of your directors and officers being based in or having
significant ties to China. Such risks should include uncertainties regarding the
enforcement of laws and that rules and regulations in China can change quickly with little
advance notice. Your disclosure should make clear whether these risks could result in a
material change in your search for a target company, as well as the value of the securities
you are registering for sale.

July 25, 2024
Page 2
Potential Permission Required from the PRC Authorities for this Offering and a Business
Combination, page 10
2.Disclose each permission or approval that your officers and directors are required to
obtain from Chinese authorities to search for a target company. State whether your
directors and officers are covered by permissions requirements from the China Securities
Regulatory Commission (CSRC), Cyberspace Administration of China (CAC) or any
other governmental agency, and state affirmatively whether you have received all
requisite permissions or approvals and whether any permissions or approvals have been
denied. Please also describe the consequences to you and your investors if your officers
and directors (i) do not receive or maintain such permissions or approvals, (ii)
inadvertently conclude that such permissions or approvals are not required, or (iii)
applicable laws, regulations, or interpretations change and you are required to obtain such
permissions or approvals in the future.
Enforcement of Civil Liabilities, page 11
3.Please include disclosures regarding the enforcement of civil liabilities in the Cayman
Islands, as your jurisdiction of incorporation, as required by Item 101(g) of Regulation S-
K. Regarding your discussion of enforcement of civil liabilities in China, if this discussion
is based on an opinion of counsel, please identify counsel and file its consent to the use of
its name an opinion as an exhibit to the registration statement.
The Offering, page 12
4.You disclose here and elsewhere that public shareholders may elect to redeem their public
shares irrespective of whether they vote for or against the proposed transaction. You also
disclose on page F-8 that each public shareholder may also elect to redeem their public
shares without voting. Please revise your disclosure here and elsewhere throughout your
registration statement to clarify whether shareholders are able to redeem their shares if
they abstain from voting or otherwise do not vote.
Risk Factors Summary , page 26
5.In your summary of risk factors, you have disclosed the risks to investors related to
acquiring and operating a business in China. Please revise your disclosure to also include
the risks that the majority of your directors and officers being based in or having
significant ties to China poses to investors. In particular, describe the
significant regulatory, liquidity, and enforcement risks with cross-references to the more
detailed discussion of these risks in the prospectus. For example, specifically discuss risks
arising from the legal system in China, including risks and uncertainties regarding the
enforcement of laws and that rules and regulations in China can change quickly with little
advance notice; and the risk that the Chinese government may intervene or influence your
search for a target company or completion of your initial business combination at any
time, which could result in a material change in your operations and/or the value of the
securities you are registering for sale.
Risks Related to Acquiring and Operating a Business Outside of the United States , page 51
Please revise your risk factors to address the current risks associated with your executive
officers and directors being located in or having ties to the PRC. Given the Chinese 6.

July 25, 2024
Page 3
government’s significant oversight and discretion over the conduct and operations of your
business, please revise to describe any material impact that intervention, influence, or
control by the Chinese government has or may have on your business or on the value of
your securities. Highlight separately the risk that the Chinese government may intervene
or influence your operations at any time, which could result in a material change in your
operations and/or the value of your securities. Also, given recent statements by the
Chinese government indicating an intent to exert more oversight and control over
offerings that are conducted overseas and/or foreign investment in China-based issuers,
acknowledge the risk that any such action could significantly limit or completely hinder
your ability to offer or continue to offer securities to investors and cause the value of such
securities to significantly decline or be worthless. We remind you that, pursuant to federal
securities rules, the d term “control” (including the terms “controlling,” “controlled by,”
and “under common control with”) means “the possession, direct or indirect, of the power
to direct or cause the direction of the management and policies of a person, whether
through the ownership of voting securities, by contract, or otherwise.”
7.Please address any impact PRC law or regulations may have on the cash flows associated
with the business combination transaction specifically, including shareholder redemption
rights.
General Risk Factors, page 71
8.We note your disclosure on page 73 that by restricting your investment of proceeds in
cash or securities, including U.S. Government securities or shares of money market funds
registered under the Investment Company Act and regulated pursuant to rule 2a-7 of that
Act, you intend to avoid being deemed an "investment company," and that you may be
deemed to be subject to the Investment Company Act if you do not invest the proceeds as
described. Please clarify that notwithstanding an investment of proceeds in government
securities, you could nevertheless be considered to be operating as an unregistered
investment company. Where you disclose the risk that you may be considered to be
operating as an unregistered investment company, please confirm that if your facts and
circumstances change over time, you will update your disclosure to reflect how those
changes impact the risk that you may be considered to be operating as an unregistered
investment company. Also revise disclosure on page 74 to refer to the rights, rather than
warrants.
Underwriting , page 144
9.We note that the EBC founder shares have been deemed compensation by FINRA. Please
revise your underwriter's compensation table to include the EBC founder shares. Please
refer to Item 508(e) of Regulation S-K for guidance.
            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

July 25, 2024
Page 4
statement.
            Please contact Eric McPhee at 202-551-3693 or Jennifer Monick at 202-551-3295 if you
have questions regarding comments on the financial statements and related matters. Please
contact Catherine De Lorenzo at 202-551-3772 or Pam Long at 202-551-3765 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Jeffrey M. Gallant, Esq.