SecProbe.io

CORRESP
 1
 filename1.htm

 September 26, 2025

 VIA EDGAR

 Division of Corporation Finance

 Office of Real Estate & Construction

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549-3233

 Attention: Pearlyne Paulemon and Jeffrey Gabor

 Re: BTC Development Corp.

 Registration
Statement on Form S-1

 Filed
August 19, 2025, as amended

 File
No. 333-289705

 Dear Ms. Paulemon and Mr. Gabor:

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended (the "Act"), the undersigned hereby joins in the request of BTC Development Corp. 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 September 29, 2025, or as soon thereafter as practicable.

 Pursuant to Rule 460 of the
General Rules and Regulations under the Act, the undersigned wishes to advise you that there will be distributed to each underwriter or
dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary
prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 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,

 Cohen & Company Capital Markets, a division
 of Cohen & Company Securities, LLC

 By:
 /s/ Jerry Serowik

 Name:	Jerry Serowik Title: Senior Managing Director, Head of Cohen & Company Capital Markets

CORRESP
 1
 filename1.htm

 BTC Development Corp.

 2929 Arch Street, Suite 1703

 Philadelphia, PA 19104

 September 26, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F.
Street, N.E.

 Washington, D.C. 20549

 Attention: Babette Cooper	 Pearlyne Paulemon

 Re: BTC Development Corp.
 Registration Statement on Form S-1
 File No. 333-289705

 Ladies and Gentlemen:

 In accordance with Rule 461 under the Securities
Act of 1933, as amended, BTC Development Corp. (the "Registrant") respectfully requests that the effective date of the above-referenced
Registration Statement on Form S-1 be accelerated so that the same will become effective at 4:00 PM ET on Monday September 29, 2025, or
as soon thereafter as is practicable.

 The Registrant hereby authorizes Rahul K. Patel, of
Morgan, Lewis & Bockius LLP to orally modify or withdraw this request for acceleration.

 Please contact Rahul K. Patel at +1.212.309.6862 or
rahul.patel@morganlewis.com with any questions you may have concerning this request, and please notify them when this request for acceleration
has been granted.

 Very truly yours,
 BTC Development Corp.

 By: /s/ Robert Maxwell Smeal
 Name: Robert Maxwell Smeal
 Title: Chief Financial Officer

CORRESP
 1
 filename1.htm

 Rahul K. Patel

 +1.212.309.6862

 rahul.patel@morganlewis.com

 August 29, 2025

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F. Street, N.E.

 Washington, D.C. 20549

 Attention: Pearlyne Paulemon and Jeffrey Gabor

 Re:
 BTC Development Corp.

 Registration Statement on Form S-1

 Filed August 19, 2025

 File No. 333-289705

 Dear Ms. Paulemon and Mr. Gabor:

 On behalf of BTC Development Corp. (the "Company"),
we submit this letter in response to comments from the staff (the "Staff") of the United States Securities and Exchange Commission
contained in its letter dated August 28, 2025, relating to the above referenced Registration Statement on Form S-1. Concurrently herewith,
the Company is submitting Amendment No. 1 to the Registration Statement on Form S-1 (the "Registration Statement").

 For the Staff's convenience, the Staff's
comments have been stated below in their entirety, followed by the corresponding responses from the Company. Except for any page references
appearing in the headings or the Staff's comments, all page references herein correspond to the page of the Registration Statement.
Capitalized terms used but not defined in this letter have the meanings ascribed to such terms in the Registration Statement. Where appropriate,
changes conforming to those noted in responses have also been made elsewhere in the prospectus.

 Registration Statement on Form S-1 filed August 19, 2025
General

 1. We
note your disclosure regarding market making on the cover page. Please register the market-making activities.

 Response : The Company respectfully acknowledges
the Staff's comment and has revised the fee table accordingly.

 Exhibits

 2 . The
Trust Agreement, filed as Exhibit 10.3 states "counsel for the Company shall deliver to you written notification that the Business
Combination has been consummated, or will be consummated substantially, concurrently with your transfer of funds..." We also note
that the disclosure is inconsistent with the disclosure in the prospectus, which states proceeds will not be released until "the
completion of our initial business combination." Please reconcile the disclosure and advise how this is consistent with the Nasdaq
Listing Rule.

 Response : The Company respectfully acknowledges
the Staff's comment and has revised Exhibit 10.3 accordingly.

 Securities and Exchange Commission

 August 29, 2025

 Page 2

 If you have any questions or comments regarding
these responses or require any additional information, please do not hesitate to contact me at +1.212.309.6862.

 Very truly yours,

 /s/ Rahul K. Patel

 cc: R. Maxwell Smeal, Chief Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 28, 2025

Bracebridge H. Young, Jr.
Chief Executive Officer
BTC Development Corp.
2929 Arch Street, Suite 1703
Philadelphia, PA 19104

 Re: BTC Development Corp.
 Registration Statement on Form S-1
 Filed August 19, 2025
 File No. 333-289705
Dear Bracebridge H. Young Jr.:

 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 filed August 19, 2025
General

1. We note your disclosure regarding market making on the cover page.
Please register
 the market-making activities.
Exhibits

2. The Trust Agreement, filed as Exhibit 10.3 states "counsel for the
Company shall
 deliver to you written notification that the Business Combination has
been
 consummated, or will be consummated substantially, concurrently with
your transfer
 of funds..." We also note that the disclosure is inconsistent with the
disclosure in the
 prospectus, which states proceeds will not be released until "the
completion of our
 initial business combination." Please reconcile the disclosure and
advise how this is
 consistent with the Nasdaq Listing Rule.
 August 28, 2025
Page 2

 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 Babette Cooper at 202-551-3396 or Wilson Lee at
202-551-3468 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Pearlyne Paulemon at 202-551-8714 or Jeffrey Gabor at 202-551-2544 with
any other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Rahul Patel
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Rahul K. Patel

 +1.212.309.6862

 rahul.patel@morganlewis.com

 August 19, 2025

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F. Street, N.E.

 Washington, D.C. 20549

 Attention: Pearlyne Paulemon and Jeffrey Gabor

 Re: BTC Development Corp.

 Amendment No. 2 to

 Draft Registration Statement on Form S-1

 Submitted August 4, 2025

 CIK No. 0002042292

 Dear Ms. Paulemon and Mr. Gabor:

 On behalf of BTC Development Corp. (the "Company"),
we submit this letter in response to comments from the staff (the "Staff") of the United States Securities and Exchange Commission
contained in its letter dated August 14, 2025, relating to the above referenced Amendment No. 2 to Draft Registration Statement on Form
S-1 Concurrently herewith, the Company is submitting the Registration Statement on Form S-1 (the "Registration Statement").

 For the Staff's convenience, the Staff's
comments have been stated below in their entirety, followed by the corresponding responses from the Company. Except for any page references
appearing in the headings or the Staff's comments, all page references herein correspond to the page of the Registration Statement.
Capitalized terms used but not defined in this letter have the meanings ascribed to such terms in the Registration Statement. Where appropriate,
changes conforming to those noted in responses have also been made elsewhere in the prospectus.

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

 1. Please disclose on the cover page the approximate price per share which the sponsor paid for the founder
shares .

 Response : The Company respectfully acknowledges
the Staff's comment and has revised the disclosure on the cover page of the Registration Statement accordingly.

 2. We acknowledge your response to prior comment 3. Please revise to provide a cross-references to all
relevant sections in the prospectus for related compensation disclosures, highlighted by prominent type or in another manner. See Item
1602(a)(3) of Regulation S-K.

 Response : The Company respectfully acknowledges
the Staff's comment and has revised the disclosure on the cover page of the Registration Statement accordingly to provide a cross-reference
to the locations of related disclosures in the prospectus.

 Securities and Exchange Commission

 August 19, 2025

 Page 2

 Sponsor Information, page 10

 3. We acknowledge your response to prior comment 2. We note your disclosure on the cover page and elsewhere
that if you increase or decrease the size of the offering, you will effect a capitalization or a share repurchase or redemption or other
appropriate mechanism, as applicable, with respect to your Class B ordinary shares in such amount as to maintain the ownership of founder
shares at 25% of the aggregate of your founder shares, the placement shares and your issued and outstanding public shares after this offering
and the private placement. Please discuss these provisions and whether they may result in a material dilution of the purchasers' equity
interests in the discussions of securities that may become issuable to the sponsor in the section entitled "Sponsor Information"
here and on page 112.

 Response : The Company respectfully acknowledges
the Staff's comment and has revised the disclosure on pages 10, 11, 111 and 112 accordingly.

 Underwriting, page 190

 4. Please revise the underwriter's compensation table to include the private placement units. In this
regard, we note on page 191 that FINRA has deemed the placement warrants as compensation. Please refer to Item 508(e) of Regulation S-K.

 Response : The Company respectfully acknowledges
the Staff's comment and has revised the disclosure on the cover page and page 190 accordingly.

 If you have any questions or comments regarding
these responses or require any additional information, please do not hesitate to contact me at +1.212.309.6862.

 Very truly yours,

 /s/ Rahul K. Patel

 cc: R. Maxwell Smeal, Chief Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 14, 2025

Bracebridge H. Young, Jr.
Chief Executive Officer
BTC Development Corp.
2929 Arch Street, Suite 1703
Philadelphia, PA 19104

 Re: BTC Development Corp.
 Amendment No. 2 to
 Draft Registration Statement on Form S-1
 Submitted August 4, 2025
 CIK No. 0002042292
Dear Bracebridge H. Young Jr.:

 We have reviewed your amended draft registration statement and have the
following
comments.

 Please respond to this letter by providing the requested information
and either
submitting an amended draft registration statement or publicly filing your
registration
statement and non-public draft submissions 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 May 9, 2025 letter.

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

1. Please disclose on the cover page the approximate price per share which
the sponsor
 paid for the founder shares.
2. We acknowledge your response to prior comment 3. Please revise to
provide a cross-
 references to all relevant sections in the prospectus for related
compensation
 disclosures, highlighted by prominent type or in another manner. See
Item 1602(a)(3)
 of Regulation S-K.
 August 14, 2025
Page 2

Sponsor Information, page 10

3. We acknowledge your response to prior comment 2. We note your disclosure
on the
 cover page and elsewhere that if you increase or decrease the size of the
offering, you
 will effect a capitalization or a share repurchase or redemption or other
appropriate
 mechanism, as applicable, with respect to your Class B ordinary shares in
such
 amount as to maintain the ownership of founder shares at 25% of the
aggregate of
 your founder shares, the placement shares and your issued and outstanding
public
 shares after this offering and the private placement. Please discuss
these
 provisions and whether they may result in a material dilution of the
purchasers' equity
 interests in the discussions of securities that may become issuable to
the sponsor in the
 section entitled "Sponsor Information" here and on page 112.
Underwriting, page 190

4. Please revise the underwriter's compensation table to include the private
placement
 units. In this regard, we note on page 191 that FINRA has deemed the
placement
 warrants as compensation. Please refer to Item 508(e) of Regulation S-K.
 Please contact Babette Cooper at 202-551-3396 or Wilson Lee at
202-551-3468 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Pearlyne Paulemon at 202-551-8714 or Jeffrey Gabor at 202-551-2544 with
any other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Rahul Patel
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 9, 2025

Bracebridge H. Young, Jr.
Chief Executive Officer
BTC Development Corp.
2929 Arch Street, Suite 1703
Philadelphia, PA 19104

 Re: BTC Development Corp.
 Amendment No. 1 to
 Draft Registration Statement on Form S-1
 Submitted April 14, 2025
 CIK No. 0002042292
Dear Bracebridge H. Young Jr.:

 We have reviewed your amended draft registration statement and have the
following
comments.

 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 January 24, 2025 letter.

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

1. We note that you have not initiated any substantive discussions,
directly or indirectly,
 with any business combination target. Please revise your disclosure to
state, if true,
 that there have been no communications or discussions between any of
your officers,
 directors, or sponsors and any of their potential contacts or
relationships regarding a
 potential initial business combination, consistent with the disclosure
on page 121.
2. We note disclosures on page 105 and elsewhere that if you increase or
decrease the
 size of the offering, with respect to your Class B ordinary shares
immediately prior to
 May 9, 2025
Page 2

 the consummation of this offering in such amount as to maintain the
number of
 founder shares at 25% of our issued and outstanding ordinary shares upon
the
 consummation of this offering and the private placement (and assuming the
 conversion of all of the Convertible Notes into 10,000,000 Class A
ordinary
 shares). Please discuss these provisions on the cover page and in the
discussions of
 securities that may become issuable to the sponsor in the sections
entitled "Sponsor
 Information" on pages 11 and 116.
3. We acknowledge your response and revisions to prior comment 4. When
discussing
 the amount of compensation received or to be received, as required by
Item
 1602(a)(3) of Regulation S-K, please revise to provide cross-references
to all relevant
 sections in the prospectus for disclosures related to compensation,
highlighted by
 prominent type or in another manner, as required by Item 1602(a)(3) of
Regulation S-
 K.
4. We note the disclosure in paragraph 7 and elsewhere that the proceeds
from the BTC
 Placement offering, which includes BTC Placement Warrants, will not be
held in the
 trust account. However, Nasdaq Rule IM-5101-2(a) states that [a]t
least 90% of the
 gross proceeds from the initial public offering and any concurrent sale
by the
 company of equity securities must be deposited in a trust account .
Please provide
 us with an analysis explaining how the treatment of the proceeds complies
with
 Nasdaq Rule IM-5101-2(a).
Summary, page 1

5. Refer to your response to prior comment 2. Please revise the cover page
to provide a
 calculation of the number of Class A common stock that may be issued in
connection
 with the Convertible Notes and discuss the risk of dilution to the public
shareholders
 as a result of the BTC Placement.
Summary
The BTC Placement, page 4

6. Refer to your response to prior comment 12. Please revise your disclosure
on page 5
 to disclose the term of the custody agreement and file the agreement as
an exhibit to
 your registration statement. In addition, please revise to disclose the
percentage of
 your private keys that will be held in cold storage and the geographic
location of
 where they will be held. In this regard, we note your disclosure that the
private keys
 are stored in secure physical data centers, but you do not identify the
geographic
 location of such data centers. Also revise your disclosure here to
clarify the insurance
 your custodian holds that covers losses of your crypto assets and the
degree to which
 it covers such losses.
7. We note your response to prior comment 13. Please revise to disclose
whether the
 Convertible Note Holders will pay the transfer costs associated with
transferring
 bitcoin in connection with redemption if the company has not completed
its initial
 business combination within 24 months or in connection with redemption at
the
 election of the Convertible Note Holder in connection with the closing of
the initial
 business combination.
 May 9, 2025
Page 3
8. We note your response to comment 14 that you do not carry insurance
policies
 covering your bitcoin assets. However, on your cover page and
throughout, you state
 that BTC Investors may redeem their Convertible Notes net of custody and
 insurance
 costs paid by the company. Please revise for clarity and consistency.
Sponsor Information, page 11

9. We acknowledge your response and revisions to prior comment 7. Please
revise here
 and on page 116 to discuss the arrangements under which independent
directors will
 receive an indirect interest in founder shares through membership
interests in the
 sponsor, including the number of founder shares they will indirectly
own. Please see
 Item 1603(a)(6) of Regulation S-K.
10. We acknowledge your response and revisions to prior comment 10. Please
revise to
 disclose all persons or affiliated groups who have direct or 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.
The Offering
Convertible Notes, page 21

11. Refer to your response to prior comment 11. Please disclose your
policies related to
 how you determine the 30-day VWAP in connection with determining the
Bitcoin
 Value if the information from coinmarketcap.com is unavailable.
Risk Factors, page 46

12. Refer to your response to comment 17. We note your disclosure on page
108 that
 [t]he sponsors intend to work with the target business to adopt a
dedicated bitcoin
 treasury reserve strategy, engage in opportunistic financing
arrangements to grow the
 target business bitcoin treasury, add or enhance bitcoin technology
capabilities to
 improve the target business existing operations, acquire
bitcoin-linked assets and
 businesses that may be complementary to the target business, and other
similar
 activities. Please tell us why you do not believe that the redemption
of a significant
 number of Convertible Note Holders is a material risk for your company.
Risk Factors
Risks Relating to Our Securities
To mitigate the risk that we might be deemed . . ., page 72

13. Refer to your response to prior comment 29. Please identify the third
party provider
 who will facilitate KYC/AML review of the BTC Investors and disclose its
KYC and
 AML procedures in connection with any sales or transfers of crypto
assets and the risk
 of transacting with a sanctioned entity.
Risk Factors
Risks Relating to Our Bitcoin Holdings, page 78

14. We note your response to prior comment 19. Please revise to include
sperate risk
 factors or subheadings that address the risks related to front-running,
wash-trading and
 security failure or operational problems at bitcoin trading platforms.
 May 9, 2025
Page 4

Dilution, page 98

15. Within the first paragraph you indicate such calculation does not
reflect any dilution
 associated with the bitcoin proceeds of the BTC Placement or the
conversion of the
 Convertible Notes. However, the second paragraph states the opposite,
and the
 illustrative tables appears to reflect the impact of the bitcoin
proceeds and the
 conversion. Please clarify or revise your disclosures accordingly.
16. Reference is made to your illustrative denominator calculation on page
100. As a part
 of that calculation, you have included estimated shares upon Bitcoin
note
 conversion. Given the timing of the BTC Placement occurring upon the
closing of
 your offering, please clarify your basis for determining that the
Bitcoin note
 conversion represents a material probable transaction to be reflected
within your
 dilution table consistent with guidance outlined in Item 1602(a)(4) of
Regulation S-K.
Capitalization, page 101

17. We note you have reflected Convertible note - estimated value of Bitcoin
within your
 "As Adjusted" Capitalization table. Please clarify your basis for its
inclusion and/or
 revise accordingly.
General

18. We have considered your response to comment 22. In your response, you
state that at
 this time there are no commitments related to the BTC Placement;
however, the BTC
 Placement will occur upon the closing of your offering. Please clarify
the substance of
 any previous or ongoing discussions with prospective institutional
investors and the
 nature and outcomes of such discussions. In addition, revise the
disclosures
 throughout your filing to ensure discussions of the BTC Placement are
consistent and
 representative of the fact that it will occur upon the closing of your
offering and clear
 as to the nature of the commitment such investors are making (e.g.,
firm, best efforts,
 all or nothing, etc). In this regard, we note some inconsistencies
within your
 disclosures. For example, throughout your filing you utilize the phrase
"intend",
 which appears to give the impression that the BTC Placement is planned
or expected,
 but not certain to occur.
19. Please tell us what consideration was given to providing pro-forma
financial
 information depicting the issuance of the convertible notes in
accordance with Rule 8-
 05 of Regulation S-X, including your consideration of Rule 11-01(a)(8)
of Regulation
 S-X.
20. Further to our above comment, if you determined pro-forma financial
information is
 required, please provide us with your analysis of the proposed
accounting treatment
 you intend to apply for the issuance of convertible notes and warrants
to purchase
 Class A ordinary shares for bitcoin proceeds. Your analysis should
include, but not be
 limited to, your evaluation of the applicability of ASC 815 to your
obligation to return
 the bitcoin and the embedded conversion option. Your response should
reference any
 relevant accounting literature you will be relying upon and discuss how
the terms and
 conditions of the convertible notes and warrants impact your accounting
analysis,
 including the accounting for interest expense given the notes are
non-interest
 May 9, 2025
Page 5

 bearing. In addition, please also provide your analysis as to whether you
will have
 obtained control of the bitcoin proceeds received and provide references
to any related
 agreements regarding any potential restrictions given your disclosure on
page 27 that
 you expect the bitcoin proceeds will be held by a third-party custodian
and used only
 in connection with the consummation of the initial Business Combination.
21. Refer to your response to prior comment 25. Please revise to disclose
whether there
 are any restrictions related to the transfer of Convertible Notes by the
Convertible
 Note Holders. In addition, please disclose the material terms of the
Convertible Note
 Holders registration rights.
 Please contact Babette Cooper at 202-551-3396 or Wilson Lee at
202-551-3468 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Pearlyne Paulemon at 202-551-8714 or Jeffrey Gabor at 202-551-2544 with
any other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real Estate
& Construction
cc: Rahul Patel
</TEXT>
</DOCUMENT>

January 24, 2025
Bracebridge H. Young, Jr.
Chief Executive Officer
BTC Development Corp.
2929 Arch Street, Suite 1703
Philadelphia, PA 19104
Re:BTC Development Corp.
Draft Registration Statement on Form S-1
Submitted December 27, 2024
CIK No. 0002042292
Dear Bracebridge H. Young Jr.:
            We have reviewed your draft registration statement and have the following comments.
            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 December 27, 2024
Cover Page
1.If you may extend the time frame to complete your initial business combination
beyond 24 months after closing of this offering, with or without shareholder approval,
revise to so state. See Item 1602(a)(1) of Regulation S-K
2.We note that you expect the bitcoin proceeds from the issuance of the Convertible
Notes will be held by a third-party custodian and used only in connection with either
the redemption of the Convertible Notes or the consummation of your initial business
combination. Please revise the cover page to clarify that the bitcoin will not be placed
in the trust account and clearly describe any risks and other impacts on investors.
3.Please disclose on the cover page the approximate price per share which the sponsor
paid for the founder shares.

January 24, 2025
Page 2
4.When discussing the amount of compensation received or to be received, as required
by Item 1602(a)(3) of Regulation S-K, please include the repayment of various loans
to the sponsor, including a discussion of the possible issuance of units upon
conversion of up to $2,000,000 of loans at a price of $10.00 per unit and any
compensation paid or to be paid to or securities issued or to be issued to sponsor
affiliates and promoters and the price paid. Please also provide a cross-reference to all
relevant sections in the prospectus for disclosures related to compensation,
highlighted by prominent type or in another manner, as required by Item 1602(a)(3) of
Regulation S-K.
Prospectus Summary
Business Strategy, page 2
5.Please expand your discussion of the manner in which you will identify and evaluate
potential business combination candidates to include disclosure of how significant
competition among other SPACs pursuing business combination transactions may
impact your ability to identify and evaluate a target company.
Other Acquisition Considerations, page 7
6.Please provide the basis for your statements here and throughout the prospectus that
you do not believe the fiduciary duties or contractual obligations of your sponsor,
officers, or directors would materially undermine your ability to complete your
business combination.
Sponsors Information, page 8
7.Please revise here and on page 104 to discuss the arrangements under which
independent directors will receive an indirect interest in founder shares through
membership interests in the sponsor, including the number of founder shares they will
indirectly own. Please also disclose any circumstances or arrangements under which
the SPAC sponsor, its affiliates, and promoters have or could indirectly transfer
ownership of securities of the SPAC, including by transferring membership interests
in the sponsor. Please see Item 1603(a)(6) of Regulation S-K.
8.Please revise the tables beginning on page 8 and 109 to disclose the lock-up
agreement with the underwriter. See Item 1603(a)(9) of Regulation S-K.
9.In the table of compensation and securities issued or to be issued, please include the
private placement equivalent units that may be issued to the sponsor, members of your
management team and affiliates upon conversion of up to $2,000,000 of loans at a
price of $10.00 per unit. See Item1602(b)(6) of Regulation S-K.
10.Please revise to disclose all persons or affiliated groups who have direct or 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.
The Offering
Convertible Notes, page 17
Please revise to describe the factors you will consider when determining whether a
technical issue experienced by coinmarketcap.com has affected the accuracy of the 11.

January 24, 2025
Page 3
calculation of the 30-day VWAP and describe how you will determine the 30-day
VWAP if you do not utilize coinmarketcap.com.
12.We note your disclosure that you expect that the bitcoin proceeds from the issuance of
the Convertible Notes will be held by a third-party custodian. Please revise to identify
the custodian and the material terms of the custody agreement, including:
•the term and termination provisions;
•how the custodian stores your private keys, including the percentages that are held
in cold or hot storage and the geographic location of where they are stored;
•whether your crypto assets are commingled with the assets of other customers;
•who has access to the private key information;
•whether any entity is responsible for verifying the existence of your crypto assets;
and
•whether and to what extent the custodian carries insurance for any losses of the
crypto assets it holds for you.
13.Please disclose whether the Convertible Note Holders will pay the transfer costs
associated with transferring bitcoin.
14.Please disclose to what extent your insurance covers the loss of bitcoin or any other
crypto assets you may hold and revise your use of proceeds section on page 88 to
include the insurance costs. In this regard, we note your disclosure on page 17 that the
redemption price of the Convertible Notes is net of custody and insurance costs paid
in connection with holding the bitcoin.
Anticipated expenses and funding sources, page 23
15.Please revise this section or include a new section within the Summary under an
appropriate subcaption to provide a more comprehensive discussion regarding
whether you have any plans to seek additional financing and how such financings may
impact unaffiliated security holders, as required by Item1602(b)(5) of Regulation S-K.
In this regard, we note disclosure on page 99 that you may seek additional financings
in connection with meeting working capital needs in the search for the initial business
combination, for the completion of an initial business combination, or in connection
with the redemption of a significant number of your public shares. In this regard, we
note disclosure referencing possible equity, equity-linked securities, loans, advances,
forward purchase agreements and backstop arrangements. See Item 1602(b)(5) of
Regulation S-K.
Risk Factors, page 42
16.Please include risk factor disclosure that addresses the treatment of the custodied
crypto assets in the event of the insolvency or bankruptcy of the custodian and the risk
that the assets could become property of a bankruptcy estate and made available to
satisfy the claims of general unsecured creditors.

January 24, 2025
Page 4
We may have a limited ability to assess the management of a prospective target business...,
page 53
17.We note your sub-heading in this section that your “bitcoin corporate treasure strategy
will only be effected if a significant number of Convertible Note Holders elect not to
redeem their notes,” but were unable to locate related disclosure. Please revise to add
related risk factor discussions.
Risks Relating to our Sponsors and Management Team, page 58
18.We note the disclosure on page 11 that in order to facilitate your initial business
combination or for any other reason determined by your sponsors in their sole
discretion, your sponsors may surrender or forfeit, transfer or exchange your founder
shares, private placement units or any of your other securities, including for no
consideration, as well as subject any such securities to earn-outs or other restrictions,
or otherwise amend the terms of any such securities or enter into any other
arrangements with respect to any such securities. Please add risk factor disclosure
about risks that may arise from the sponsors 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 otherwise.
Risks Relating to Our Bitcoin Holdings, page 74
19.To the extent material to your company and the value of your assets, please include
separate risk factors that address the risks related to the bitcoin network, including the
risk of theft of private keys from hacking, the risk of a “51% attack” on the bitcoin
network and the risk that rewards from mining bitcoin are designed to decline over
time. In addition, please discuss to the extent material to the value of the bitcoin you
hold the risks that bitcoin trading platforms are not subject to regulation in a similar
manner as other regulated platforms, such as national securities exchanges or
designated contract markets, and discuss the risks of fraud, manipulation, front-
running, wash-trading, security failure or operational problems at bitcoin trading
platforms.
Sponsor Information, page 108
20.We note disclosure beginning on page 34 regarding limited payments that may be
made to insiders, including your sponsor, officers, directors and their affiliates. Please
revise your compensation table on page 109 to reference the potential payments that
may be made to your sponsor, its affiliates or promoters of finder's, advisory,
consulting or success fees for their services rendered prior to or in connection with the
completion of the initial business combination. Please also disclose the anti-dilution
adjustment of the founder shares in the table. See Items 1602(b)(6) and 1603(a)(6) of
Regulation S-K.

January 24, 2025
Page 5
Income Tax Considerations, page 175
21.We note your statement, on page 185, that “The U.S. federal income tax discussion set
forth above is included for general information only and may not be applicable
depending upon a holder’s particular situation. Holders are urged to consult their own
tax advisors....” Please remove or revise the general disclaimers regarding tax
consequences as investors are entitled to rely on your disclosure in the Registration
Statement.
General
22.We note disclosure throughout your filing discussing the issuance of convertible notes
for bitcoin. For example, on page 4, you state that you have not taken any steps to
secure third party financing beyond the convertible notes. On page 17 you disclose
that you intend to issue the convertible notes concurrent with the closing of your
offering. Lastly, on page 55 you state that you have no commitments as of the date of
this prospectus to issue any notes or other debt securities, aside from the convertible
notes. Please clarify the status of your convertible note issuance offering and the
nature of any commitments you have related to such offering. Additionally, please tell
us how you considered including the impact of the convertible note issuance within
your dilution tables pursuant to Items 1602(a)(4) and (c) of Regulation S-K. Please
also tell us what consideration you gave to providing pro forma financial information
depicting the issuance of the convertible notes in accordance with Rule 8-05 of
Regulation S-X.
23.We note that one of your calculations assumptions is that no ordinary shares and
convertible equity or debt securities are issued in connection with additional financing
in connection with an initial business combination. Please expand your disclosure to
highlight that you may need to do so as you intend to target an initial business
combination with a target company whose enterprise value is greater than you could
acquire with the net proceeds of the offering and the sale of private placement units,
as stated on page 99 of your prospectus.
24.Please disclose (i) how the fluctuation of the value of the Convertible Notes may
impact the anti-dilution rights of the holders of Class B ordinary shares, (ii) how often
and when the value of the Convertible Notes will be calculated to determine whether
the number of Class A ordinary shares issuable upon conversion of Class B ordinary
shares should be adjusted and (iii) the mechanics of how the value of the Convertible
Notes will be calculated in connection with determining the conversion ratio of the
Class B ordinary shares.
25.Please disclose the voting rights of the Convertible Note Holders, if any.  In addition,
please revise to disclose any limitations related to the transfer of Convertible Notes by
the Convertible Note Holders and the material terms of the Convertible Note Holders’
registration rights.
Please revise to disclose whether the term of the Convertible Notes may be extended.
In this regard, we note your disclosure that the completion window may be extended
to 36 months and that the bitcoin received from the issuance of the Convertible Notes
are an important element of your strategy to identify an acquisition target and one of
your competitive strengths. To the extent that the term of the Convertible Notes may 26.

January 24, 2025
Page 6
not be extended, please add a risk factor that addresses the risk of extending the
completion window beyond 24 months due to the expiration of the Convertible Notes.
27.Please disclose your policies related to forks, airdrops or any incidental rights you
may receive and how such airdrops or incidental rights may impact your company,
your shareholders or the Convertible Note Holders.
28.We note your disclosure on page 68 that in certain circumstances you may choose to
liquidate the bitcoin held by a third-party custodian and to hold the funds in cash.
Please revise to clarify whether there are situations outside the circumstances
described herein when you may choose to liquidate the bitcoin held by third-party
custodian.
29.Please revise to disclose your AML and KYC procedures in connection with any sales
or transfers of crypto assets and the risks of transacting with a sanctioned entity.
30.We note your disclosure that you “ expect the bitcoin proceeds from the issuance of the
Convertible Notes will be…used only in connection with either the redemption of the
Convertible Notes or the consummation of [your] initial business combination
(emphasis added )”. Please clarify whether there are other potential uses of the bitcoin
proceeds and if so, disclose the factors you will consider in connection with using the
bitcoin for other purposes and provide an example of other uses of the bitcoin
proceeds that you may consider.
31.Please revise to disclose the price (in dollars) of bitcoin as of the most recent
practicable date, and an estimate of the aggregate value of the proceeds (in dollars)
from the sale of the Convertible Notes. In addition, because a substantial percentage
of your assets will be invested in bitcoin, please include a brief description of the
bitcoin network and bitcoin.
            Please contact Babette Cooper at 202-551-3396 or Wilson Lee at 202-551-3468 if you
have questions regarding comments on the financial statements and related matters. Please
contact Pearlyne Paulemon at 202-551-8714 or Jeffrey Gabor at 202-551-2544 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Rahul Patel