SecProbe.io

CORRESP
 1
 filename1.htm

 CANTOR FITZGERALD & CO.

 New York, New York 10022

 September 5, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 Trailblazer Acquisition Corp.

 Registration Statement on Form S-1, as amended

 Filed July 11, 2025, as amended

 File No. 333-288651

 Ladies and Gentlemen:

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended (the "Act"), the undersigned hereby joins in the request of Trailblazer Acquisition
Corp. that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at
4:30 p.m. ET on September 9, 2025, or as soon as thereafter 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 may 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 and Exchange Act of 1934, as amended.

 Very truly yours,

 CANTOR FITZGERALD & CO.

 By:
 /s/ David Batalion

 Name:
 David Batalion

 Title:
 Managing Director, Investment Banking

CORRESP
 1
 filename1.htm

 TRAILBLAZER ACQUISITION CORP.

 52 West 57 th Street, 27 th Floor

 New York, NY 10019

 September 5, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street, N.E.

 Washington, DC 20549

 Attention:
 Stacie Gorman

 Re:
 Trailblazer Acquisition Corp.

 Registration Statement on Form S-1

 Filed July 11, 2025, as amended
 File No. 333-288651

 Dear Ms. Gorman:

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Trailblazer Acquisition Corp. hereby requests acceleration of effectiveness of the above referenced
Registration Statement so that it will become effective at 4:30 p.m. ET on September 9, 2025, or as soon as thereafter practicable.

 Very truly yours,

 /s/ Eric Semler

 Eric Semler

 Chief Executive Officer

 cc:
 Ellenoff Grossman & Schole LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 23, 2025

Eric Semler
Chief Executive Officer
Trailblazer Acquisition Corp.
152 West 57th Street, 27th Floor
New York, NY 10019

 Re: Trailblazer Acquisition Corp.
 Amendment No. 1 to Registration Statement on Form S-1
 Filed August 11, 2025
 File No. 333-288651
Dear Eric Semler:

 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 7,
2025 letter.

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

1. We note your response to prior comment 1. Please expand your disclosure
here and on
 pages 10 and 111 to clarify that the cashless exercise of your warrants
may result in
 material dilution. Please refer to Items 1602(a)(3), 1602(b)(6), and
1603(a)(6) of
 Regulation S-K.
Risk Factors, page 43

2. We note your response to prior comment 6. Please add risk factor
disclosure to
 address the risks associated with no member of your management having
prior SPAC
 experience.
 August 23, 2025
Page 2

Management
Executive Officer and Director Compensation, page 140

3. We note your response to prior comment 5. Please revise your disclosure
in this
 section to reflect the shares to be given to your independent directors
and chief
 financial officer. Please refer to Item 402(r)(3) of Regulation S-K.
Part II. Information not Required in Prospectus
Item 16. Exhibits and Financial Statement Schedules, page II-2

4. We note your response to prior comment 7. We note that Exhibit 10.3 does
not link to
 your Registration Rights Agreement, but instead to a Private Placement
Warrants
 Purchase Agreement. Please update to provide the correct exhibits and
hyperlinks.
 Please refer to Item 601(a)(2) of Regulation S-K.
 Please contact Jeffrey Lewis at 202-551-6216 or Jennifer Monick at
202-551-3295 if
you have questions regarding comments on the financial statements and related
matters. Please contact Stacie Gorman at 202-551-3585 or David Link at
202-551-3356 with
any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Stuart Neuhauser, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 VIA EDGAR

 August 25, 2025

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street, NE

 Washington, D.C. 20549

 Attention: Ms. Stacie Gorman

 Re:
 Trailblazer Acquisition Corp.

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

 Filed August 11, 2025

 File No. 333-288651

 Dear Ms. Gorman:

 Trailblazer Acquisition Corp.
(the " Company ") hereby submits its response to the comment letter received from the staff (the " Staff ")
of the U.S. Securities and Exchange Commission (the " Commission ") on August 23, 2025 (" Comment Letter ")
relating to the Amendment No. 1 to the Registration Statement on Form S-1, submitted by the Company with the Commission on August 11,
2025 (the " Amendment No. 1 ").

 The Company has publicly filed
via EDGAR its Amendment No. 2 to the Registration Statement on Form S-1 (the " Amendment No. 2 "), which reflects the
Company's responses to the Comment Letter received from the Staff and certain updated information. For the Staff's convenience,
we have repeated below the Staff's comments in bold and have followed each comment with the Company's response.

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

 Cover Page

 1. We note your response to prior comment 1. Please expand your disclosure here and on pages 10 and 111 to clarify that the
 cashless exercise of your warrants may result in material dilution. Please refer to Items 1602(a)(3), 1602(b)(6), and 1603(a)(6) of Regulation
 S-K.

 Response: The Company acknowledges
the Staff's comment and has added the additional disclosure regarding potential dilution from conversion of the working capital
loans to the cover page and to pages 10, 11, 111 and 112 of Amendment No. 2.

 Risk Factors, page 43

 2. We note your response to prior comment 6. Please add risk factor disclosure to address the risks associated with no member
 of your management having prior SPAC experience.

 Response: The Company acknowledges
the Staff's comment and added the additional risk factor to the summary on page 42 and on page 73 of the Amendment No. 2.

 Management

 Executive Officer and Director Compensation, page 140

 3. We note your response to prior comment 5. Please revise your disclosure in this section to reflect the shares to be given
 to your independent directors and chief financial officer. Please refer to Item 402(r)(3) of Regulation
S-K.

 Response: The Company acknowledges
the Staff's comment and added disclosure on page 140 of the Amendment No. 2.

 Part II. Information not Required in Prospectus

 Item 16. Exhibits and Financial Statement Schedules, page II-2

 4. We note your response to prior comment 7. We note that Exhibit 10.3 does not link to your Registration Rights Agreement, but instead
to a Private Placement Warrants Purchase Agreement. Please update to provide the correct exhibits and hyperlinks. Please refer to Item
601(a)(2) of Regulation S-K.

 Response: The Company acknowledges
the Staff's comment and has updated the correct exhibits and corrected the hyperlinks to the referenced exhibits on page II-2 of
the Amendment No. 2.

 ***

 We thank the Staff for its review of the foregoing.
If you have further comments, please feel free to contact to our counsel, Stuart Neuhauser at sneuhauser@egsllp.com or by telephone at
(212) 370-1300.

 Sincerely,

 /s/ Eric Semler

 Eric Semler, Chief Executive Officer

 cc: Ellenoff Grossman & Schole LLP

CORRESP
 1
 filename1.htm

 VIA EDGAR

 August 11, 2025

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street, NE

 Washington, D.C. 20549

 Attention: Ms. Stacie Gorman

 Re: Trailblazer Acquisition Corp.

 Registration Statement on Form S-1

 Filed July 11, 2025

 File No. 333-288651

 Dear Ms. Gorman:

 Trailblazer Acquisition Corp.
(the " Company ") hereby transmits its response to the comment letter received from the staff (the " Staff ")
of the U.S. Securities and Exchange Commission (the " Commission ") on August 7, 2025 (" Comment Letter ")
relating to the Registration Statement on Form S-1, submitted by the Company with the Commission on July 11, 2025 (the " Registration
Statement ").

 The Company has publicly filed
via EDGAR its Amendment No. 1 to the Registration Statement on Form S-1 (the " Amendment No. 1 "), which reflects the
Company's responses to the Comment Letter received from the Staff and certain updated information. For the Staff's convenience,
we have repeated below the Staff's comments in bold and have followed each comment with the Company's response.

 Registration Statement on Form S-1

 Cover Page

 1. We note your disclosure that you may pay finder's fees, advisory fees, consulting fees, success fees
or salaries to your sponsor, officers, directors or their affiliates. On page 36 and elsewhere, you refer to this fee only being paid
to independent directors. Please revise your disclosure, as appropriate, to address this discrepancy. Please also describe the extent
to which the conversion of the working capital loans into warrants and their cashless exercise, for example, may result in a material
dilution of the purchasers' equity interests. See Item 1602(a)(3) of Regulation S-K. Please make similar revisions to your disclosure
on pages 10 and 111. See Items 1602(b)(6) and 1603(a)(6) of Regulation S-K.

 Response: The Company acknowledges
the Staff's comment and has corrected the discrepancy by adding the disclosure from the cover page of Amendment No. 1 to pages 34,
141 and153. Additionally, the Company has added the additional disclosure regarding potential dilution from conversion of the working
capital loans to the cover page and to pages 10 and 111 of Amendment No. 1.

 2. When discussing conflicts of interest in paragraphs 6 and 7, please expand your

 statement as to actual or potential
material conflicts of interest between purchasers in the offering and the SPAC sponsor and its affiliates, to include promoters. Refer
to Item 1602(a)(5) of Regulation S-K.

 Response: The Company acknowledges
the Staff's comment and has added the disclosure on the cover page of the Amendment No. 1.

 Conflicts of Interest, page 35

 3. We note your disclosure on page 35 that your "sponsor, officers, or directors or their respective
affiliates may sponsor or form other special purpose acquisition companies similar to [yours] or may pursue other business or investment
ventures during the period in which [you] are seeking an initial business combination." Please clarify how opportunities to acquire
targets will be allocated among SPACs. Please make similar revisions to your disclosure on page 143. Please refer to Items 1602(b)(7)
and 1603(b) of Regulation S-K.

 Response: The Company acknowledges
the Staff's comment and has added the disclosure to pages 35, 75 and 145 of the Amendment No. 1.

 Dilution, page 94

 4. Please revise your dilution table to include the label "Assuming No Exercise of Over-Allotment
Option" in the appropriate location.

 Response: The Company acknowledges
the Staff's comment and has added the revised disclosure on page 95 of the Amendment No. 1.

 Proposed Business

 Sponsor Information, page 110

 5. We note your disclosure on your cover page that "[your] sponsor transferred 25,000 founder shares
to each of our independent directors and 15,000 founder shares to our Chief Financial Officer (an aggregate of 90,000 founder shares)
as compensation for their services." Please revise to provide all of the disclosure required by Item 1603(a)(7) of Regulation S-K,
including any direct or indirect interests to be received by your independent directors. Please also revise your disclosure on page 140
as appropriate. Please refer to Item 402(r)(3) of Regulation S-K.

 Response: The Company acknowledges
the Staff's comment and added disclosure on pages 9 and 111 of the Amendment No. 1.

 Sourcing of Potential Business Combination
Targets, page 114

 6. We note your disclosure states: "We have not contacted any of the prospective target businesses
that our management team in their prior SPACs had considered and rejected as target businesses to acquire." Please revise the appropriate
section or sections of your document to describe any experience your sponsor, officers and directors have had experience in organizing
a SPAC. For each prior SPAC, please disclose any extensions of the time to complete the transaction and the level of redemptions in connection
therewith, and information concerning any completed business combinations, including the financing needed for the transactions and the
level of redemptions. See Item 1603(a)(3) of Regulation S-K. To the extent your sponsor, officers and directors do not have experience
in organizing SPACs, please add a separate risk factor highlighting this fact.

 Response: The Company acknowledges
the Staff's comment and advises that the management team has no prior SPACs and has accordingly deleted the disclosure on page 115
of the Amendment No. 1.

 Part II. Information not Required in Prospectus

 Item 16. Exhibits and Financial Statement
Schedules, page II-2

 7. We note that the hyperlink to exhibit 10.1 currently leads to the Investment Management Trust Agreement,
and the hyperlink to exhibit 10.2 currently leads to the Letter Agreement. Please update to provide the correct hyperlinks. Please refer
to Item 601(a)(2) of Regulation S-K.

 Response: The Company acknowledges
the Staff's comment and has corrected the hyperlinks to the referenced exhibits on page II-2 of the Amendment No. 1.

 8. We note your disclosure on page 185 and elsewhere that the underwriter may purchase an aggregate of
up to 3,000,000 additional units in the over-allotment option. Please have counsel revise clause (a) of the opinion to reflect this.

 Response: The Company acknowledges
the Staff's comment and counsel has revised and replaced the Ex. 5.2 to the Amendment No. 1.

 ***

 2

 We thank the Staff for its review of the foregoing.
If you have further comments, please feel free to contact to our counsel, Stuart Neuhauser at sneuhauser@egsllp.com or by telephone at
(212) 370-1300.

 Sincerely,

 /s/ Eric Semler

 Eric Semler, Chief Executive Officer

 cc: Ellenoff Grossman & Schole LLP

 3

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 7, 2025

Eric Semler
Chief Executive Officer
Trailblazer Acquisition Corp.
152 West 57th Street, 27th Floor
New York, NY 10019

 Re: Trailblazer Acquisition Corp.
 Registration Statement on Form S-1
 Filed July 11, 2025
 File No. 333-288651
Dear Eric Semler:

 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 you may pay finder's fees, advisory fees,
consulting fees,
 success fees or salaries to your sponsor, officers, directors or their
affiliates. On page
 36 and elsewhere, you refer to this fee only being paid to independent
directors.
 Please revise your disclosure, as appropriate, to address this
discrepancy. Please also
 describe the extent to which the conversion of the working capital loans
into warrants
 and their cashless exercise, for example, may result in a material
dilution of the
 purchasers' equity interests. See Item 1602(a)(3) of Regulation S-K.
Please make
 similar revisions to your disclosure on pages 10 and 111. See Items
1602(b)(6) and
 1603(a)(6) of Regulation S-K.
2. When discussing conflicts of interest in paragraphs 6 and 7, please
expand your
 statement as to actual or potential material conflicts of interest
between purchasers in
 the offering and the SPAC sponsor and its affiliates, to include
promoters . Refer to
 August 7, 2025
Page 2

 Item 1602(a)(5) of Regulation S-K.
Conflicts of Interest, page 35

3. We note your disclosure on page 35 that your "sponsor, officers, or
directors or their
 respective affiliates may sponsor or form other special purpose
acquisition companies
 similar to [yours] or may pursue other business or investment ventures
during the
 period in which [you] are seeking an initial business combination."
Please clarify how
 opportunities to acquire targets will be allocated among SPACs. Please
make similar
 revisions to your disclosure on page 143. Please refer to Items
1602(b)(7) and 1603(b)
 of Regulation S-K.
Dilution, page 94

4. Please revise your dilution table to include the label Assuming No
Exercise of Over-
 Allotment Option in the appropriate location.
Proposed Business
Sponsor Information, page 110

5. We note your disclosure on your cover page that "[your] sponsor
transferred 25,000
 founder shares to each of our independent directors and 15,000 founder
shares to our
 Chief Financial Officer (an aggregate of 90,000 founder shares) as
compensation for
 their services." Please revise to provide all of the disclosure required
by Item
 1603(a)(7) of Regulation S-K, including any direct or indirect interests
to be received
 by your independent directors. Please also revise your disclosure on
page 140 as
 appropriate. Please refer to Item 402(r)(3) of Regulation S-K.
Sourcing of Potential Business Combination Targets, page 114

6. We note your disclosure states: "We have not contacted any of the
prospective target
 businesses that our management team in their prior SPACs had considered
and
 rejected as target businesses to acquire." Please revise the appropriate
section or
 sections of your document to describe any experience your sponsor,
officers and
 directors have had experience in organizing a SPAC. For each prior SPAC,
please
 disclose any extensions of the time to complete the transaction and the
level of
 redemptions in connection therewith, and information concerning any
completed
 business combinations, including the financing needed for the
transactions and the
 level of redemptions. See Item 1603(a)(3) of Regulation S-K. To the
extent your
 sponsor, officers and directors do not have experience in organizing
SPACs, please
 add a separate risk factor highlighting this fact.
Part II. Information not Required in Prospectus
Item 16. Exhibits and Financial Statement Schedules, page II-2

7. We note that the hyperlink to exhibit 10.1 currently leads to the
Investment
 Management Trust Agreement, and the hyperlink to exhibit 10.2 currently
leads to the
 Letter Agreement. Please update to provide the correct hyperlinks.
Please refer to Item
 601(a)(2) of Regulation S-K.
8. We note your disclosure on page 185 and elsewhere that the underwriter
 may purchase an aggregate of up to 3,000,000 additional units in the
over-allotment
 August 7, 2025
Page 3

 option. Please have counsel revise clause (a) of the opinion to reflect
this.
 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 Jeffrey Lewis at 202-551-6216 or Jennifer Monick at
202-551-3295 if
you have questions regarding comments on the financial statements and related
matters. Please contact Stacie Gorman at 202-551-3585 or David Link at
202-551-3356 with
any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Stuart Neuhauser, Esq.
</TEXT>
</DOCUMENT>