SecProbe.io

CORRESP
 1
 filename1.htm

 May 21, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate and Construction

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 Cal Redwood Acquisition Corp.

 Registration Statement on Form S-1

 File No. 333-285517

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the General Rules and Regulations
of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), Cohen
& Company Capital Markets, a division of J.V.B. Financial Group, LLC, and Seaport Global Securities LLC, as representatives of the
underwriters of the offering, hereby join the request of the Company that the effective date of the above-captioned Registration Statement
be accelerated so as to permit it to become effective on May 22, 2025 at 4:00 p.m., Eastern time, or as soon thereafter as practicable.

 Pursuant to Rule 460 of the General Rules and Regulations
of the Securities and Exchange Commission under the Securities Act, we, acting on behalf of the several underwriters, wish to advise you
that, through May 21, 2025, we distributed to each underwriter or dealer, who is reasonably anticipated to be invited to participate in
the distribution of the security, as many copies, as well as "E-red" copies of the Preliminary Prospectus dated May 20, 2025,
as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 We have 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 J.V.B. FINANCIAL GROUP, LLC

 By:
 /s/ Jerry Serowik

 Name:
 Jerry Serowik

 Title:
 Senior Managing Director; Head of Capital Markets

 SEAPORT GLOBAL SECURITIES LLC

 By:
 /s/ Jack Mascone

 Name:
 Jack Mascone

 Title:
 Head of Capital Markets

CORRESP
 1
 filename1.htm

 Cal Redwood Acquisition Corp.

 2440 Sand Hill Road, Suite 101

 Menlo Park, CA 94025

 May 21, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NE Washington, D.C. 20549

 RE: Cal Redwood Corp.
 (the "Company")

 Registration Statement on Form S-1

 (File No. 333-285517) (the "Registration
 Statement")

 Gentlemen:

 The Company hereby requests, pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration Statement so that
such Registration Statement will become effective as of 4:00 p.m. on May 22, 2025, or as soon thereafter as practicable.

 [Signature page follows]

 Very truly yours,

 CAL REDWOOD ACQUISITION CORP.

 By:
 /s/ Daven Patel

 Name:
 Daven Patel

 Title:
 Chief Executive Officer and Director

CORRESP
 1
 filename1.htm

 Tricia Branker, Esq.

 Tel 561.650.7951

 brankert@gtlaw.com

 April 11, 2025

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street NE

 Washington, D.C. 20549-3561

 Attn: Ruairi Regan

 David Link

 Re: Cal Redwood Acquisition Corp.

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

 Filed April 2, 2025

 File No. 333-285517

 Dear Mr. Regan and Mr. Link:

 On behalf of Cal Redwood Acquisition
Corp. (the "Company"), we are hereby responding to the comment of the staff (the "Staff") of the U.S. Securities
and Exchange Commission (the "Commission") set forth in the Staff's letter dated April 10, 2025 (the "Comment
Letter") with respect to the above referenced Amendment No. 1 to the Registration Statement on Form S-1, filed with the Commission
by the Company on April 2, 2025 (the "Registration Statement").

 The Company is concurrently
filing with the Commission this letter and Amendment No. 2 to the Registration Statement ("Amendment No. 2"), which reflects
the Company's response to the comment received by the Staff and certain updated information. For ease of reference, the text of
the Staff's comment, as set forth in the Comment Letter, is included in bold-face type below, followed by the Company's response.
All page references in the response set forth below refer to page numbers in Amendment No. 2. Capitalized terms used but not defined herein
have the meanings set forth in Amendment No. 2.

 Amended Registration Statement on Form S-1

 Principal Shareholders

 Restrictions on Transfer of Founder Shares, page 149

 1. Please revise the table relating to transfer restrictions to also include the lock-up required by the
underwriter. In this regard, we note your disclosure on page 150 regarding the lock-up agreements with CCM. See Item 1603(a)(9) of Regulation
S-K.

 Response : The Company has revised
its disclosure on pages 17, 112 and 150 of Amendment No. 2 in response to the Staff's comment.

 * * *

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 April 11, 2025

 Page 2

 We thank the Staff in advance
for its consideration of the foregoing. If you have any questions related to this letter, please contact the undersigned at (561) 650-7951.

 Sincerely,

 GREENBERG TRAURIG, P.A.

 By:
 /s/ Tricia Branker, Esq.

 Tricia Branker, Esq.

 cc: Vivek Ranadive – President

 Cal Redwood Acquisition Corp.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 10, 2025

Daven Patel
Chief Executive Officer
Cal Redwood Acquisition Corp.
2440 Sand Hill Road Suite 101
Menlo Park, CA 94025

 Re: Cal Redwood Acquisition Corp.
 Amendment No. 1 to Registration Statement on Form S-1
 Filed April 2, 2025
 File No. 333-285517
Dear Daven Patel:

 We have reviewed your amended registration statement and have the
following
comment.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe our 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.

Amended Registration Statement on Form S-1
Principal Shareholders
Restrictions on Transfer of Founder Shares, page 149

1. Please revise the table relating to transfer restrictions to also
include the lock-up
 required by the underwriter. In this regard, we note your disclosure on
page
 150 regarding the lock-up agreements with CCM. See Item 1603(a)(9) of
Regulation
 S-K.
 April 10, 2025
Page 2

 Please contact Peter McPhun at 202-551-3581 or Wilson Lee at
202-551-3468 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Ruairi Regan at 202-551-3269 or David Link at 202-551-3356 with any
other
questions.

 Sincerely,

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

CORRESP
 1
 filename1.htm

 April 2, 2025

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street NE

 Washington, D.C. 20549-3561

 Attn: David Link

 Re: Cal Redwood Acquisition Corp.

 Registration Statement on Form S-1

 Filed March 3, 2025

 File No. 333-285517

 Dear Mr. Link:

 On behalf of Cal Redwood Acquisition
Corp. (the "Company"), we are hereby responding to the comments of the staff (the "Staff") of the U.S. Securities
and Exchange Commission (the "Commission") set forth in the Staff's letter dated March 28, 2025 (the "Comment
Letter") with respect to the above referenced Registration Statement on Form S-1, filed with the Commission by the Company on March
3, 2025 (the "Registration Statement").

 The Company is concurrently
filing with the Commission this letter and Amendment No. 1 to the Registration Statement ("Amendment No. 1"), which reflects
the Company's responses to the comments received by the Staff and certain updated information. For ease of reference, the text of
each of the Staff's comments, as set forth in the Comment Letter, is included in bold-face type below, followed by the Company's
response. All page references in the responses set forth below refer to page numbers in Amendment No. 1. Capitalized terms used but not
defined herein have the meanings set forth in Amendment No. 1.

 Registration Statement on Form S-1

 Cover page

 1. We note that you may extend the 24-month period you will have to consummate an initial business combination.
Please revise to disclose here that there is no limit on the number of extensions as you do on page 11.

 Response : The Company has revised
its disclosure on the cover page of Amendment No. 1 in response to the Staff's comment.

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 April 2, 2025

 Page 2

 Risk Factors

 We may not be able to complete an initial business combination
because such initial business

 combination., page 67

 2. 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.

 Response : The Company has revised
its disclosure on page 67 of Amendment No. 1 in response to the Staff's comment.

 Principal Shareholders

 Restrictions on Transfers of Founder Shares and Private Placement
Units, page 147

 3. Please disclose in tabular format the material terms of any agreement, arrangement, or understanding
regarding restrictions on whether and when the SPAC sponsor and its affiliates may sell securities of the company as required by Item
1603(a)(9).

 Response : The Company has revised
its disclosure on pages 149 to 150 of Amendment No. 1 in response to the Staff's comment.

 * * *

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 April 2, 2025

 Page 3

 We thank the Staff in advance
for its consideration of the foregoing. If you have any questions related to this letter, please contact the undersigned at (561) 650-7951.

 Sincerely,

 GREENBERG TRAURIG, P.A.

 By:
 /s/ Tricia Branker, Esq.

 Tricia Branker, Esq.

 cc: Vivek Ranadive – President

 Cal Redwood Acquisition Corp.

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

Vivek Ranadive
President
Cal Redwood Acquisition Corp.
2440 Sand Hill Road Suite 101
Menlo Park, CA 94025

 Re: Cal Redwood Acquisition Corp.
 Registration Statement on Form S-1
 Filed March 3, 2025
 File No. 333-285517
Dear Vivek Ranadive:

 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 March 3, 2025
Cover Page

1. We note that you may extend the 24-month period you will have to
consummate an
 initial business combination. Please revise to disclose here that there
is no limit on the
 number of extensions as you do on page 11.
Risk Factors
We may not be able to complete an initial business combination because such
initial business
combination., page 67

2. 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.
 March 28, 2025
Page 2

Principal Shareholders
Restrictions on Transfers of Founder Shares and Private Placement Units, page
147, page 147

3. Please disclose in tabular format the material terms of any agreement,
arrangement, or
 understanding regarding restrictions on whether and when the SPAC
sponsor and its
 affiliates may sell securities of the company as required by Item
1603(a)(9).
 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 Peter McPhun at 202-551-3581 or Wilson Lee at
202-551-3468 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Ronald (Ron) E. Alper at 202-551-3329 or David Link at 202-551-3356
with any
other questions.

 Sincerely,

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