SecProbe.io

CORRESP
 1
 filename1.htm

 April 24, 2025

 VIA EDGAR

 Securities and Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction
100 F Street, N.E.
Washington, D.C. 20549

 Re:
 Crane Harbor Acquisition Corp.
Registration Statement on Form S-1
File No. 333-284852

 Ladies and Gentlemen:

 Reference is made to our letter,
dated April 21, 2025, in which we joined the request of Crane Harbor Acquisition Corp. for the effective date of the above referenced
Registration Statement be accelerated to 4:00 p.m., Eastern Time, on April 23, 2025. We are no longer requesting that such Registration
Statement be declared effective at such time, and we hereby formally, and with immediate effect, withdraw our request for acceleration
of the effective date.

 [ signature page follows ]

 Very truly yours,

 COHEN & COMPANY CAPITAL MARKETS,

 A DIVISION OF J.V.B. FINANCIAL GROUP, LLC

 As representative of the underwriters

 /s/ Jerry Serowik

 Name:
 Jerry Serowik

 Title:
 Senior Managing Director,
Head of Capital Markets

 [Signature page to Underwriter's Acceleration
Request]

CORRESP
 1
 filename1.htm

 April 24, 2025

 VIA EDGAR

 Securities and Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction
100 F Street, N.E.
Washington, D.C. 20549

 Re:
 Crane Harbor Acquisition Corp.
Registration Statement on Form S-1
File No. 333-284852

 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 Crane Harbor Acquisition 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. ET on April 24, 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 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 and Exchange Act of 1934, as amended.

 [ signature page follows ]

 Very truly yours,

 COHEN & COMPANY CAPITAL MARKETS,

 A DIVISION OF J.V.B. FINANCIAL GROUP, LLC

 As representative of the underwriters

 /s/ Jerry Serowik

 Name:
 Jerry Serowik

 Title:
 Senior Managing Director,
Head of Capital Markets

 [Signature page to Underwriter's Acceleration
Request]

CORRESP
 1
 filename1.htm

 Crane Harbor Acquisition Corp.

 1845 Walnut Street, Suite 1111
Philadelphia, PA 19103

 April 23, 2025

 VIA EDGAR

 Claudia Rios

 Office of Energy & Transportation

 U.S. Securities and Exchange Commission

 Division of Corporation Finance
100 F Street NE
Washington, D.C. 20549

 Re:
 Crane Harbor Acquisition Corp.
Registration Statement on Form S-1
Filed February 12, 2025
File No. 333-284852

 Dear Ms. Rios:

 Pursuant to Rule 461 under the Securities Act of 1933,
as amended, Crane Harbor Acquisition Corp. (the "Registrant") hereby requests acceleration of effectiveness of the above referenced
Registration Statement so that it will become effective at 4:00PM eastern time on Thursday, April 24, 2025, or as soon as practicable
thereafter.

 Very truly yours,

 /s/ Thomas C. Elliott

 Thomas C. Elliott
Chief Financial Officer

CORRESP
 1
 filename1.htm

 Crane Harbor Acquisition Corp.

 1845 Walnut Street, Suite 1111
Philadelphia, PA 19103

 April 23, 2025

 VIA EDGAR

 Claudia Rios

 Office of Energy & Transportation

 U.S. Securities and Exchange Commission

 Division of Corporation Finance
100 F Street NE
Washington, D.C. 20549

 Re:
 Crane Harbor Acquisition Corp.
Registration Statement on Form S-1
Filed February 12, 2025
File No. 333-284852

 Dear Ms. Rios:

 Reference is made to our letter, dated April 21, 2025,
in which we requested acceleration of the effective date of the above referenced Registration Statement to 4:00 p.m., Eastern Time, on
April 23, 2025. We are no longer requesting that such Registration Statement be declared effective at such time, and we hereby formally,
and with immediate effect, withdraw our request for acceleration of the effective date.

 Very truly yours,

 /s/ Thomas C. Elliott

 Thomas C. Elliott
Chief Financial Officer

CORRESP
 1
 filename1.htm

 April 21, 2025

 VIA EDGAR

 Securities and Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction
100 F Street, N.E.
Washington, D.C. 20549

 Re: Crane Harbor Acquisition Corp.
Registration Statement on Form S-1
File No. 333-284852

 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 Crane Harbor Acquisition
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. ET on April 23, 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 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 and Exchange Act of 1934, as amended.

 [ signature page follows ]

 Very truly yours,

 COHEN & COMPANY CAPITAL MARKETS,

 A DIVISION OF J.V.B. FINANCIAL GROUP, LLC

 As representative of the underwriters

 /s/ Jerry Serowik

 Name:
 Jerry Serowik

 Title:
 Senior Managing Director,
 Head of Capital Markets

 [Signature page to Underwriter's Acceleration
Request]

CORRESP
 1
 filename1.htm

 Crane Harbor Acquisition Corp.

 1845 Walnut Street, Suite 1111
Philadelphia, PA 19103

 April 21, 2025

 VIA EDGAR

 Claudia Rios

 Office of Energy & Transportation

 U.S. Securities and Exchange Commission

 Division of Corporation Finance
100 F Street NE
Washington, D.C. 20549

 Re:
 Crane Harbor Acquisition Corp.
Registration Statement on Form S-1
Filed February 12, 2025
File No. 333-284852

 Dear Ms. Rios:

 Pursuant to Rule 461 under the Securities Act
of 1933, as amended, Crane Harbor Acquisition Corp. (the "Registrant") hereby requests acceleration of effectiveness of the
above referenced Registration Statement so that it will become effective at 4:00PM eastern time on Wednesday, April 23, 2025, or as soon
as practicable thereafter.

 Very truly yours,

 /s/ Thomas C. Elliott

 Thomas C. Elliott
Chief Financial Officer

CORRESP
 1
 filename1.htm

 CRANE HARBOR ACQUISITION CORP.

 1845 Walnut Street, Suite 1111

 Philadelphia, PA 19103

 April 4, 2025

 VIA EDGAR TRANSMISSION

 Claudia Rios

 Office of Energy & Transportation

 U.S. Securities and Exchange Commission

 Division of Corporation Finance
100 F Street NE
Washington, D.C. 20549

 Re: Crane
Harbor Acquisition Corp.
Amendment No. 1 to Registration Statement on Form S-1
Filed March 21, 2025
File No. 333-284852

 Dear Ms. Rios:

 On behalf of Crane Harbor Acquisition Corp. (the
"Company"), we submit this letter in response to comments of the staff (the "Staff") of the U.S. Securities and
Exchange Commission (the "Commission") contained in its letter dated April 3, 2025 relating to Amendment No. 1 to Registration
Statement on Form S-1 of the Company (the "S-1") filed with the Commission on March 21, 2025. We are concurrently filing via
EDGAR Amendment No. 2 to the S-1 (the "Amendment"). The changes reflected in the Amendment include those made in response
to the Staff's comments and other changes intended to update, clarify and render more complete the information set forth therein.

 Set forth below are the Company's responses
to the Staff's comments. For ease of reference, each of the Staff's comments is reproduced below in bold and is followed by
the Company's response. In addition, unless otherwise indicated, all references to page numbers in such responses are to page numbers
in the Amendment filed concurrently herewith.

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

 Sponsor Information, page 14

 1.

 We note your responses to prior comments 5 and 6. Please
 revise your disclosure to clearly disclose that the Letter Agreement requires the Company's sponsor and management team to
 vote in favor of the Company's initial business combination, and provides that the Company's Class B ordinary shares and
 securities underlying the
 private placement units may not be redeemed.

 Response: The Company acknowledges the Staff's comment and advises
the Staff that it has revised its disclosure on pages 16 and 117 of the Amendment.

 Dilution, page 97

 2.

 We note the public offering price included in your dilution
presentation is adjusted to $9.23 to include the value of the Share Rights. Please revise your presentation to include disclosure that clearly explains the assumptions used to arrive at this adjusted offering price.

 Response: The Company acknowledges the Staff's comment and advises the Staff that the Company has updated the Amendment at page
97 to include an explanation for the assumption used to arrive to the adjusted offering price of $9.23.

 We hope that the foregoing has been responsive
to the Staff's comments. If you have any questions related to this letter, please contact Mark Rosenstein (by telephone at (215) 694-3358 or
by email at mrosenstein@stevenslee.com), or Derick Kauffman (by telephone at (610) 223-1703 or by email at derick.kauffman@stevenslee.com).

 Sincerely yours,

 /s/ Jeffrey F. Brotman

 Jeffrey F. Brotman
 Chief Executive Officer
 Crane Harbor Acquisition Corp.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 3, 2025

Jeffrey Brotman
Chief Executive Officer
Crane Harbor Acquisition Corp.
1845 Walnut Street, Suite 1111
Philadelphia, PA 19103

 Re: Crane Harbor Acquisition Corp.
 Amendment No. 1 to Registration Statement on Form S-1
 Filed March 21, 2025
 File No. 333-284852
Dear Jeffrey Brotman:

 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 March 11,
2025 letter.

Amendment No. 1 to Registration Statement on Form S-1
Sponsor Information , page 14

1. We note your responses to prior comments 5 and 6. Please revise your
disclosure to
 clearly disclose that the Letter Agreement requires the Company s
sponsor and
 management team to vote in favor of the Company s initial business
combination, and
 provides that the Company s Class B ordinary shares and securities
underlying the
 private placement units may not be redeemed.
Dilution, page 97

2. We note the public offering price included in your dilution presentation
is adjusted to
 $9.23 to include the value of the Share Rights. Please revise your
presentation to
 April 3, 2025
Page 2

 include disclosure that clearly explains the assumptions used to arrive
at this
 adjusted offering price.
 Please contact Jennifer O'Brien at 202-551-3721 or Kimberly Calder at
202-551-3701
if you have questions regarding comments on the financial statements and
related
matters. Please contact Claudia Rios at 202-551-8770 or Irene
Barberena-Meissner at 202-
551-6548 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Mark E. Rosenstein, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 CRANE HARBOR ACQUISITION CORP.

 1845 Walnut Street, Suite 1111

 Philadelphia, PA 19103

 March 21, 2025

 VIA EDGAR TRANSMISSION

 Claudia Rios

 Office of Energy & Transportation

 U.S. Securities and Exchange Commission

 Division of Corporation Finance
100 F Street NE
Washington, D.C. 20549

 Re: Crane Harbor Acquisition Corp.
Registration Statement on Form S-1
Filed February 12, 2025
File No. 333-284852

 Dear Ms. Rios:

 On behalf of Crane Harbor Acquisition Corp. (the
"Company"), we submit this letter in response to comments of the staff (the "Staff") of the U.S. Securities and
Exchange Commission (the "Commission") contained in its letter dated March 11, 2025 relating to the Registration Statement
on Form S-1 of the Company (the "S-1") filed with the Commission on February 12, 2025. We are concurrently filing via EDGAR
Amendment No. 1 to the S-1 (the "Amendment"). The changes reflected in the Amendment include those made in response to the
Staff's comments and other changes intended to update, clarify and render more complete the information set forth therein.

 Set forth below are the Company's responses
to the Staff's comments. For ease of reference, each of the Staff's comments is reproduced below in bold and is followed by
the Company's response. In addition, unless otherwise indicated, all references to page numbers in such responses are to page numbers
in the Amendment filed concurrently herewith.

 Registration Statement on Form S-1

 Cover Page

 1. We note that your sponsor and the underwriters committed to purchase an aggregate of 550,000 private placement units (or 602,500
private placement units if the underwriters' over-allotment option is exercised) in a private placement that will close simultaneously
with the closing of this offering. We also note that up to $2,500,000 of working capital loans from your sponsor may be convertible into
units of the post-business combination entity at a price of $10.00 per unit. Please revise the cover page to state whether the private
placement units and the conversion of the working capital loans into units may result in a material dilution of the purchasers'
equity interests. See Item 1602(a)(3) of Regulation S-K.

 Response: The Company acknowledges the Staff's
comment and advises the Staff that it has revised its disclosure on the cover page of the Amendment.

 March 21, 2025

 Page 2

 Summary
Our Company, page 7

 2. We note your disclosure that your management team's proven track record of success in prior SPAC transactions, including
Falcon Minerals, Juniper Industrial Holdings' combination with Janus International Group, Vertiv's combination with GS Acquisition
Holdings, and Osprey Technology Acquisition Corp.'s merger with BlackSky Technologies, demonstrates their ability to effectively
execute business combinations. For each prior SPAC, please disclose the amount of time taken to complete the initial business combination,
whether there were any extensions sought, and the percentage of redemptions. See Item 1603(a)(3) of Regulation S-K.

 Response: The Company acknowledges the Staff's
comment and advises the Staff that it has revised its disclosure on pages 8 and 112 of the Amendment.

 Market Opportunity, page 8

 3. We note your use of industry and market data in various statements here. Please ensure that you have disclosed your support for
all such statements, including the names and dates of third party sources.

 Response: The Company acknowledges the Staff's
comment and advises the Staff that it has revised its disclosure to include support for industry and market data on pages 10 and 114
of the Amendment.

 Sponsor Information , page 13

 4. Please revise to describe the material roles and responsibilities of your sponsor, its affiliates, and any promoters in directing
and managing the special purpose acquisition company's activities. See Item 1603(a)(4) of Regulation S-K.

 Response: The Company acknowledges the Staff's
comment and advises the Staff that it has revised its disclosure on pages 14-15 and 115-116 of the Amendment.

 5. Describe any agreement, arrangement, or understanding between the SPAC sponsor and the special purpose acquisition company, its
officers, directors, or affiliates with respect to determining whether to proceed with a de-SPAC transaction. Please refer to Item 1603(a)(5).

 Response: there are no agreements, arrangements or
understandings between the sponsor and the Company, its officers, directors, or affiliates with respect to determining whether to proceed
with a de-SPAC transaction, except as set forth in the Letter Agreement, a form of which is attached to the Amendment as Exhibit 10.1, which requires the
Company's sponsor and management team to vote in favor of the Company's initial business combination.

 March 21, 2025

 Page 3

 6. Describe any agreement, arrangement, or understanding, including any payments, between the SPAC sponsor and unaffiliated security
holders of the special purpose acquisition company regarding the redemption of outstanding securities of the special purpose acquisition
company. See Item 1603(a)(8) of Regulation S-K.

 Response: there are no agreements, arrangements or
understandings regarding the redemption of outstanding securities of the Company, except as set forth in the Letter Agreement, a form of which is attached
to the Amendment as Exhibit 10.1, which is described in the S-1 and provides that the Company's Class B ordinary shares and securities
underlying the private placement units may not be redeemed.

 Summary Financial Data, page 44

 7. Your disclosure in note (2) indicates that the As Adjusted total assets calculation includes proceeds from the sale of the private
placement units of $5,500,000. However, it is not clear whether the amount shown here of $176,250,376 includes this amount. Please advise
or revise as necessary.

 Response: The Company acknowledges the
Staff's comment and advises the Staff that it has revised its disclosure in footnote 2 on page 45.

 We may not be able to complete an initial business combination
because such initial business combination may be subject to regulatory review, page 70

 8. We note your disclosure on page 70 that you may not be able to complete an initial business combination because such initial
business combination may be subject to regulatory review and approval requirements, including foreign investment regulations and review
by government entities such as the Committee on Foreign Investment in the United States ("CFIUS"), or may be ultimately prohibited.
With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person.
If so, revise your filing to include risk factor disclosure that addresses how this fact could impact your ability to complete your initial
business combination.

 Response: The Company acknowledges the Staff's
comment and advises the Staff that the Company's sponsor is not controlled by, nor does it have substantial ties with, a non-U.S.
person.

 Dilution, page 96

 9. Your disclosure indicates that your dilution calculations "do not reflect any dilution associated with the conversion of
rights, including the private rights." Please revise your disclosure to explain why you determined not to include these shares in
the denominator of your dilution calculations. Refer to Section 1602(c) of Regulation S¬K.

 Response: The Company acknowledges the
Staff's comment and advises the Staff that it has revised its dilution calculation to include the conversion of rights, including
the private rights and has updated the related information on the cover page, pages 82-84, and pages 97 to 99 of the Amendment.

 March 21, 2025

 Page 4

 Principal Shareholders, page 152

 10. Please expand your disclosure to describe clearly the nature and amount of the direct and indirect interests in your sponsor as
of the most recent practicable date. We note your disclosure in footnote 3 to your principal shareholders table. Refer to Item 1603(a)(7)
of Regulation S-K.

 Response: The Company acknowledges the Staff's
comment and advises the Staff that it has revised its disclosure on pages 156-157 of the Amendment.

 Signatures, page II-5

 11. Please confirm that your registration statement has been signed by a majority of the board of directors. See Instruction 1
to the Signatures section of Form S-1.

 Response: The Company confirms that as of the date
of the filing of the Amendment, the Company has a sole director, Jeffrey Brotman, who signed the registration statement.

 Exhibits

 12. Please file the consent of each director nominee as an exhibit to the registration statement. See Rule 438 of Regulation C
under the Securities Act.

 Response: The Company has updated the exhibit index
and has filed the consent of each director nominee.

 General

 13. Please provide us with supplemental copies of all written communications, as defined in Rule 405 under the Securities Act,
that you, or anyone authorized to do so on your behalf, have presented or expect to present to potential investors in reliance on Section 5(d)
of the Securities Act, whether or not you retained, or intend to retain, copies of those communications. Please contact a staff member
associated with the review of this filing to discuss how to submit the materials, if any, to us for our review.

 Response: We respectfully advise the Staff
that as of the date of this response, there have been no written communications, as defined in Rule 405 under the Securities
Act, that we or anyone authorized to do so on our behalf, have presented to potential investors in reliance on Section 5(d) of the Securities
Act. We undertake to provide the Staff with copies of any future written communications that we, or anyone authorized to do so on our
behalf, present to potential investors in reliance on Section 5(d) of the Securities Act.

 March 21, 2025

 Page 5

 We hope that the foregoing has been responsive
to the Staff's comments. If you have any questions related to this letter, please contact Mark Rosenstein (by telephone at (215) 694-3358 or
by email at mrosenstein@stevenslee.com), or Derick Kauffman (by telephone at (610) 205-6038 or by email at derick.kauffman@stevenslee.com).

 Sincerely yours,

 /s/ Jeffrey F. Brotman

 Jeffrey F. Brotman
 Chief Executive Officer
 Crane Harbor Acquisition Corp.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 11, 2025

Jeffrey Brotman
Chief Executive Officer
Crane Harbor Acquisition Corp.
1845 Walnut Street, Suite 1111
Philadelphia, PA 19103

 Re: Crane Harbor Acquisition Corp.
 Registration Statement on Form S-1
 Filed February 12, 2025
 File No. 333-284852
Dear Jeffrey Brotman:

 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 that your sponsor and the underwriters committed to purchase an
aggregate
 of 550,000 private placement units (or 602,500 private placement units
if the
 underwriters over-allotment option is exercised) in a private
placement that will close
 simultaneously with the closing of this offering. We also note that up
to $2,500,000 of
 working capital loans from your sponsor may be convertible into units of
the post-
 business combination entity at a price of $10.00 per unit. Please revise
the cover page
 to state whether the private placement units and the conversion of the
working capital
 loans into units may result in a material dilution of the purchasers'
equity interests.
 See Item 1602(a)(3) of Regulation S-K.
 March 11, 2025
Page 2
Summary
Our Company, page 7

2. We note your disclosure that your management team s proven track
record of success
 in prior SPAC transactions, including Falcon Minerals, Juniper
Industrial Holdings
 combination with Janus International Group, Vertiv s combination with
GS
 Acquisition Holdings, and Osprey Technology Acquisition Corp. s merger
with
 BlackSky Technologies, demonstrates their ability to effectively execute
business
 combinations. For each prior SPAC, please disclose the amount of time
taken to
 complete the initial business combination, whether there were any
extensions sought,
 and the percentage of redemptions. See Item 1603(a)(3) of Regulation
S-K.
Market Opportunity, page 8

3. We note your use of industry and market data in various statements here.
Please
 ensure that you have disclosed your support for all such statements,
including the
 names and dates of third party sources.
Sponsor Information , page 13

4. Please revise to describe the material roles and responsibilities of
your sponsor, its
 affiliates, and any promoters in directing and managing the special
purpose
 acquisition company's activities. See Item 1603(a)(4) of Regulation S-K.
5. Describe any agreement, arrangement, or understanding between the SPAC
sponsor
 and the special purpose acquisition company, its officers, directors, or
affiliates with
 respect to determining whether to proceed with a de-SPAC transaction.
Please refer to
 Item 1603(a)(5).
6. Describe any agreement, arrangement, or understanding, including any
payments,
 between the SPAC sponsor and unaffiliated security holders of the
special purpose
 acquisition company regarding the redemption of outstanding securities
of the special
 purpose acquisition company. See Item 1603(a)(8) of Regulation S-K.
Summary Financial Data, page 44

7. Your disclosure in note (2) indicates that the As Adjusted total assets
calculation
 includes proceeds from the sale of the private placement units of
$5,500,000.
 However, it is not clear whether the amount shown here of $176,250,376
includes this
 amount. Please advise or revise as necessary.
We may not be able to complete an initial business combination because such
initial business
combination may be subject to regulatory review, page 70

8. We note your disclosure on page 70 that you may not be able to complete
an initial
 business combination because such initial business combination may be
subject to
 regulatory review and approval requirements, including foreign
investment
 regulations and review by government entities such as the Committee on
Foreign
 Investment in the United States ( CFIUS ), or may be ultimately
prohibited. With a
 view toward disclosure, please tell us whether your sponsor is, is
controlled by, or has
 substantial ties with a non-U.S. person. If so, revise your filing to
include risk factor
 March 11, 2025
Page 3

 disclosure that addresses how this fact could impact your ability to
complete your
 initial business combination.
Dilution, page 96

9. Your disclosure indicates that your dilution calculations "do not
reflect any dilution
 associated with the conversion of rights, including the private rights."
Please revise
 your disclosure to explain why you determined not to include these
shares in the
 denominator of your dilution calculations. Refer to Section 1602(c) of
Regulation S-
 K.
Principal Shareholders, page 152

10. Please expand your disclosure to describe clearly the nature and amount
of the direct
 and indirect interests in your sponsor as of the most recent practicable
date. We note
 your disclosure in footnote 3 to your principal shareholders table.
Refer to Item
 1603(a)(7) of Regulation S-K.
Signatures, page II-5

11. Please confirm that your registration statement has been signed by a
majority of the
 board of directors. See Instruction 1 to the Signatures section of Form
S-1.
Exhibits

12. Please file the consent of each director nominee as an exhibit to the
registration
 statement. See Rule 438 of Regulation C under the Securities Act.
General

13. Please provide us with supplemental copies of all written
communications, as defined
 in Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your
 behalf, have presented or expect to present to potential investors in
reliance on Section
 5(d) of the Securities Act, whether or not you retained, or intend to
retain, copies of
 those communications. Please contact a staff member associated with the
review of
 this filing to discuss how to submit the materials, if any, to us for
our review.
 March 11, 2025
Page 4

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Jennifer O'Brien at 202-551-3721 or Kimberly Calder at
202-551-3701
if you have questions regarding comments on the financial statements and
related
matters. Please contact Claudia Rios at 202-551-8770 or Irene
Barberena-Meissner at 202-
551-6548 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Mark E. Rosenstein, Esq.
</TEXT>
</DOCUMENT>