SecProbe.io

CORRESP
 1
 filename1.htm

 VIA EDGAR

 Cohen & Company Capital Markets,

 a division of J.V.B. Financial Group

 3 Columbus Circle, 24th Floor

 New York, New York 10019

 April 24, 2025

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 Digital Asset Acquisition Corp.

 Registration Statement on Form S-1

 Registration File No. 333-284776

 Ladies and Gentlemen:

 In accordance with Rule 461 under the Securities
Act of 1933, as amended (the "Act"), we, as representative of the several underwriters, hereby join in the request of Digital
Asset Acquisition Corp. (the "Company") for acceleration of the effective date of the above-named Registration Statement on
Form S-1, as amended, so that it becomes effective at 4:00 PM, Eastern Time, on April 28, 2025 or as soon thereafter as practicable, or
at such other time as the Company or its outside counsel, Perkins Coie LLP, may orally request via telephone call that such Registration
Statement be declared effective.

 Pursuant to Rule 460 under the Act, we, as representative
of the several underwriters, wish to advise you that we intend to distribute to each underwriter, dealer or institution who is reasonably
anticipated to participate in the offering as many copies of the Preliminary Prospectus included in the above-named Registration Statement,
as amended, as appears to be reasonable to secure adequate distribution of the Preliminary Prospectus.

 We, the undersigned, as representative of the several
underwriters, will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 [ Signature Page Follows ]

 Very truly yours,

 By:

 Cohen & Company Capital Markets,
 a division of J.V.B. Financial Group

 By:
 /s/ Jerry Serowik

 Name:
 Jerry Serowik

 Title:

 Senior Managing Director

 [ Signature Page to Underwriters' Acceleration
Request ]

CORRESP
 1
 filename1.htm

 Digital Asset Acquisition Corp.

 174 Nassau Street, Suite 2100

 Princeton, New Jersey 08542

 April 24, 2025

 VIA EDGAR

 Pearlyne Paulemon

 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

 Re:
 Digital Asset Acquisition Corp.

 Registration Statement on Form S-1

 Filed February 7, 2025, as amended

 File No. 333-284776

 Dear Ms. Paulemon:

 Digital Asset Acquisition
Corp. hereby withdraws its prior acceleration request, dated April 23, 2025, with respect to its Registration Statement on Form S-1 (File
No. 333-284776).

 Please call Elliott Smith
of Perkins Coie LLP at (212) 261-6847 should you require further information.

 [ Signature Page Follows ]

 Very truly yours,

 By:
 /s/ Peter Ort

 Name:
 John James

 Title:
 Principal Executive Officer and Co-Chairman

 cc: Elliott Smith, Perkins Coie
LLP

CORRESP
 1
 filename1.htm

 Digital Asset Acquisition Corp.

 174 Nassau Street, Suite 2100

 Princeton, New Jersey 08542

 April 24, 2025

 VIA EDGAR

 Pearlyne Paulemon

 Division of Corporation Finance

 Office of Real Estate & Construction

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, DC 20549-3233

 Re:
 Digital Asset Acquisition Corp.

 Registration Statement on Form S-1

 Filed February 7, 2025, as amended

 File No. 333-284776

 Dear Ms. Paulemon:

 Pursuant to Rule 461 of the
rules and regulations promulgated under the Securities Act of 1933, as amended, Digital Asset Acquisition Corp. respectfully requests
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 April 28, 2025, or as soon thereafter as practicable.

 Please call Elliott Smith
of Perkins Coie LLP at (212) 261-6847 to provide notice of the effectiveness of the Registration Statement.

 [ Signature Page Follows ]

 Very truly yours,

 By:
 /s/ Peter Ort

 Name:
 Peter Ort

 Title:
 Principal Executive Officer and Co-Chairman

 cc: Elliott Smith, Perkins Coie LLP

 [ Signature Page to Acceleration Request ]

CORRESP
 1
 filename1.htm

 VIA EDGAR

 Cohen & Company Capital Markets,

 a division of J.V.B. Financial Group

 3 Columbus Circle, 24th Floor

 New York, New York 10019

 April 24, 2025

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street, N.E.

 Washington, D.C. 20549

 Re: Digital Asset Acquisition Corp.

 Registration Statement on Form S-1

 Registration File No. 333-284776

 Ladies and Gentlemen:

 On April 23, 2025, pursuant to Rule 461 under the
Securities Act of 1933, as amended (the "Act"), we, as representative of the several underwriters, had joined in the request
of Digital Asset Acquisition Corp. (the "Company") for acceleration of the effective date of the above-named Registration
Statement on Form S-1, as amended, so that it becomes effective at 4:00 PM, Eastern Time, on April 24, 2025 or as soon thereafter as practicable,
or at such other time as the Company or its outside counsel, Perkins Coie LLP, may orally request via telephone call that such Registration
Statement be declared effective. By this letter we hereby respectfully withdraw our acceleration request dated April 23, 2025.

 [ Signature Page Follows ]

 Very truly yours,

 By:
 Cohen & Company Capital Markets, a division of J.V.B. Financial Group

 By:
 /s/ Jerry Serowik

 Name:
 Jerry Serowik

 Title:
 Senior Managing Director

 [ Signature Page to Underwriters' Withdrawal of Acceleration
Request ]

CORRESP
 1
 filename1.htm

 VIA EDGAR

 Cohen & Company Capital Markets,

 a division of J.V.B. Financial Group

 3 Columbus Circle, 24th Floor

 New York, New York 10019

 April 23, 2025

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street, N.E.

 Washington, D.C. 20549

 Re: Digital Asset Acquisition Corp.

 Registration Statement on Form S-1

 Registration File No. 333-284776

 Ladies and Gentlemen:

 In accordance with Rule 461 under the Securities Act
of 1933, as amended (the "Act"), we, as representative of the several underwriters, hereby join in the request of Digital
Asset Acquisition Corp. (the "Company") for acceleration of the effective date of the above-named Registration Statement on
Form S-1, as amended, so that it becomes effective at 4:00 PM, Eastern Time, on April 24, 2025 or as soon thereafter as practicable, or
at such other time as the Company or its outside counsel, Perkins Coie LLP, may orally request via telephone call that such Registration
Statement be declared effective.

 Pursuant to Rule 460 under the Act, we, as representative
of the several underwriters, wish to advise you that we intend to distribute to each underwriter, dealer or institution who is reasonably
anticipated to participate in the offering as many copies of the Preliminary Prospectus included in the above-named Registration Statement,
as amended, as appears to be reasonable to secure adequate distribution of the Preliminary Prospectus.

 We, the undersigned, as representative of the several
underwriters, will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 [ Signature Page Follows ]

 Very truly yours,

 By:

 Cohen & Company Capital Markets,
 a division of J.V.B. Financial Group

 By:
 /s/ Jerry Serowik

 Name:
 Jerry Serowik

 Title:

 Senior Managing Director

CORRESP
 1
 filename1.htm

 Digital Asset Acquisition Corp.

 174 Nassau Street, Suite 2100

 Princeton, New Jersey 08542

 April 23, 2025

 VIA EDGAR

 Pearlyne Paulemon

 Division of Corporation Finance

 Office of Real Estate & Construction

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, DC 20549-3233

 Re:
 Digital Asset Acquisition Corp.

 Registration Statement on Form S-1

 Filed February 7, 2025, as amended

 File No. 333-284776

 Dear Ms. Paulemon:

 Pursuant to Rule 461 of the
rules and regulations promulgated under the Securities Act of 1933, as amended, Digital Asset Acquisition Corp. respectfully requests
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 April 24, 2025, or as soon thereafter as practicable.

 Please call Elliott Smith
of Perkins Coie LLP at (212) 261-6847 to provide notice of the effectiveness of the Registration Statement.

 [ Signature Page Follows ]

 Very truly yours,

 By:
 /s/ Peter Ort

 Name:
 Peter Ort

 Title:
 Principal Executive Officer and Co-Chairman

 cc: Elliott Smith, Perkins Coie LLP

 [ Signature Page to Acceleration Request ]

CORRESP
 1
 filename1.htm

 Perkins Coie LLP
 1155 Avenue of the Americas
 22nd Floor
 New York, NY 10036-2711

 T. +1.212.262.6900
 F. +1.212.977.1649
 perkinscoie.com

 April 1, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Real Estate & Construction
100 F Street NE
Washington, D.C. 20549

 Attention:
 Pearlyne Paulemon

 Jeffrey
Gabor

 Jennifer
Monick

 Jeffrey
Lewis

 Re:
 Digital Asset Acquisition Corp.

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

 Filed March 14, 2025

 File No. 333-284776

 Ladies
and Gentlemen:

 On
behalf of our client, Digital Asset Acquisition Corp., a Cayman Islands exempted company (the " Company "), we are writing
to submit the Company's responses to the comments of the staff of the Division of Corporation Finance of the United States Securities
and Exchange Commission (the " Staff ") with respect to the above-referenced Amendment No. 1 to Registration Statement
on Form S-1 (the " Registration Statement "), contained in the Staff's letter dated March 26, 2025 (the " Comment
Letter ").

 The
Company has filed via EDGAR Amendment No. 2 to the Registration Statement (" Amendment No. 2 "), which reflects the
Company's responses to the comments received by the Staff and certain updated information. For ease of reference, each comment
contained in the Comment Letter is printed below in bold and is followed by the Company's response. All page references in the
responses set forth below refer to page numbers in the Amendment No. 2. Capitalized terms used but not defined herein have the meanings
set forth in the Amendment No. 2.

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

 Our
Sponsor, page 5

 1. We
note your response and revisions to prior comment 2. We also note that your sponsor transferred 25,000 Class B ordinary shares to each
of your independent director nominees (for an aggregate of 75,000 Class B ordinary shares). However, the compensation table here and
on page 120 reflect 40,000 Class B ordinary shares. Please revise for consistency or advise.

 Response :
The Company acknowledges the comments of the Staff and has revised the disclosure on pages 6 and 120.

 United States Securities and Exchange Commission

 April 1, 2025

 Dilution,
page 106

 2. We
note your response to prior comment 9 and your revisions to your tabular dilution disclosure on the outside front cover page and page
106. In the column for maximum redemption, please revise the amount for the difference between adjusted NTBVPS and offering price for
clerical accuracy.

 Response :
The Company acknowledges the comments of the Staff and has revised the disclosure on page 106.

 Notes
to Financial Statements

 Note
1. Description of Organization, Business Operations and Going Concern, page F-7

 3. We
note your response to prior comment 9 indicates you revised the disclosure on page F-8. We were unable to located revised disclosure
on page F-8, and we note you continue to state on page F-8 that "[t]he Company will proceed with a Business Combination only if
the Company has net tangible assets of at least $5,000,001..." Please revise to remove this disclosure, or advise.

 Response :
The Company acknowledges the comments of the Staff and has revised the disclosure on page F-3.

 *
* *

 Please
do not hesitate to contact Elliott Smith at (212) 261-6847 of Perkins Coie LLP with any questions or comments regarding this letter.

 Best regards,

 /s/ Perkins Coie LLP

 cc:
 Peter
 Ort, Digital Asset Acquisition Corp.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 26, 2025

Peter Ort
Principal Executive Officer
Digital Asset Acquisition Corp.
174 Nassau Street, Suite 2100
Princeton, NJ 08542

 Re: Digital Asset Acquisition Corp.
 Amendment No.1 to Registration Statement on Form S-1
 Filed March 14, 2025
 File No. 333-284776
Dear Peter Ort:

 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 6,
2025 letter.

Amendment No.1 to Registration Statement on Form S-1
Our Sponsor, page 5

1. We note your response and revisions to prior comment 2. We also note
that your
 sponsor transferred 25,000 Class B ordinary shares to each of your
independent
 director nominees (for an aggregate of 75,000 Class B ordinary shares).
However, the
 compensation table here and on page 120 reflect 40,000 Class B ordinary
shares.
 Please revise for consistency or advise.
Dilution, page 106

2. We note your response to prior comment 9 and your revisions to your
tabular dilution
 disclosure on the outside front cover page and page 106. In the column
for maximum
 redemption, please revise the amount for the difference between adjusted
NTBVPS
 March 26, 2025
Page 2

 and offering price for clerical accuracy.
Notes to Financial Statements
Note 1. Description of Organization, Business Operations and Going Concern,
page F-7

3. We note your response to prior comment 9 indicates you revised the
disclosure on
 page F-8. We were unable to located revised disclosure on page F-8, and
we note you
 continue to state on page F-8 that "[t]he Company will proceed with a
Business
 Combination only if the Company has net tangible assets of at least
$5,000,001..."
 Please revise to remove this disclosure, or advise.
 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 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: Elliott Smith
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Perkins Coie LLP
 1155 Avenue of the Americas
 22nd Floor
 New York, NY 10036-2711

 T. +1.212.262.6900
 F. +1.212.977.1649
 perkinscoie.com

 March 14, 2025

 VIA EDGAR United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction
100 F Street NE
Washington, D.C. 20549

 Attention:
 Pearlyne Paulemon

 Jeffrey Gabor

 Jennifer Monick

 Jeffrey Lewis

 Re: Digital Asset Acquisition Corp.
 Registration Statement on Form S-1
 Submitted February 7, 2025
 File No. 333-284776

 Ladies and Gentlemen:

 On behalf of our client, Digital
Asset Acquisition Corp., a Cayman Islands exempted company (the " Company "), we are writing to submit the Company's
responses to the comments of the staff of the Division of Corporation Finance of the United States Securities and Exchange Commission
(the " Staff ") with respect to the above-referenced Registration Statement on Form S-1 (the " Registration Statement "),
contained in the Staff's letter dated March 6, 2025 (the " Comment Letter ").

 The Company has filed via
EDGAR 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, each comment contained in the Comment Letter
is printed below in bold and is followed by the Company's response. All page references in the responses set forth below refer to
page numbers in the Amendment No. 1. Capitalized terms used but not defined herein have the meanings set forth in the Amendment No. 1.

 United States Securities and Exchange Commission

 March 14, 2025

 Registration Statement on Form S-1 submitted
February 7, 2025

 Cover Page

 1. Please clearly state that there may be actual or potential material conflicts of interest between the
sponsor, its affiliates, or promoters; and purchasers in the offering. See Item 1602(a)(5) of Regulation S-K.

 Response : The Company acknowledges
the comments of the Staff and has revised the disclosure on the cover page.

 2. We note that your sponsor transferred 25,000 founder shares and 10,000 founder shares to each of your
independent directors and to each of your advisors. When discussing the amount of compensation received or to be received, as required
by Item 1602(a)(3) of Regulation S-K, please include 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 revise the tables on pages 5 and 112. See Item 1602(b)(6) of Regulation S-K

 Response : The Company
acknowledges the comments of the Staff and has revised the disclosure on the cover page as well as pages 6, 24, 44, 68, 85, 114, 120-121,
 163 and 166.

 Prospectus Summary

 Our Sponsor, page 5

 3. In your compensation table here and on page 112, please revise to include the antidilution adjustment
of the founder shares. Please also revise the table to reflect that in addition to your sponsor, independent directors, advisors, or their
respective affiliates may be paid a finder's fee, advisory fee, consulting fee or success fee, as referenced on page 38. Lastly,
please revise the table to reflect that in addition to the sponsor, an affiliate of the sponsor may be paid a salary or fee in connection
with the business combination. See Item 1602(b)(6) and Item 1603(a)(6) of Regulation S-K.

 Response : The Company acknowledges
the comments of the Staff and has revised the disclosure on pages 6 and 120.

 The Offering, page 18

 4. We note your disclosure on page 19 that 7,500,000 warrants will be outstanding after this offering
and the private placement. We further note your note (5) on page 19 indicates there will be 2,500,000 public warrants. Such amounts do
not appear to be consistent with the terms of the transaction. Please revise the number of warrants for accuracy.

 Response : The Company acknowledges
the comments of the Staff and has revised the disclosure on page 21.

 Ability to extend time to complete business
combination, page 28

 5. Please disclose your plans if you do not consummate a de-SPAC transaction within 24 months, including
whether there are any limitations on the number of extensions, including the number of times, and the consequences to the SPAC sponsor
of not completing an extension of this time period. See Item 1602(b)(4) of Regulation S-K.

 Response : The Company acknowledges
the comments of the Staff and has revised the disclosure on pages 16, 31, 103, 129 and 167.

 Anticipated expenses and funding sources, page
28

 6. 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 your disclosures that you
intend to target businesses with enterprise values that are greater than you could acquire with the net proceeds of this offering and
the sale of the private placement warrants, as stated on page 66.

 Response : The Company acknowledges
the comments of the Staff and has revised the disclosure on pages 46-48.

 2

 United States Securities and Exchange Commission

 March 14, 2025

 Dilution, page 99

 7. Please revise your dilution disclosure on pages 99 to 101 to also include the tabular dilution disclosure
you have provided on the outside front cover page of the prospectus. Reference is made to Item 1602(c) of Regulation S-K.

 Response : The Company acknowledges
the comments of the Staff and has revised the disclosure on page 106-107.

 8. We note all of the column headings are labeled as "With Over-Allotment" in the table on page
100. Please revise to ensure that the column headings are properly labeled as "With Over-Allotment" or "Without Over-Allotment"
for each redemption scenario in the table.

 Response : The Company acknowledges
the comments of the Staff and has revised the disclosure on page 107.

 9. We note inconsistent disclosure throughout in your filing with respect to whether or not you cannot
redeem the public shares in an amount that would cause your net tangible assets to be less than $5,000,001. For example purposes only,
we noted:

 ● On page 64, you disclose that your amended
and restated memorandum and articles of association will not provide a specified maximum redemption threshold.

 ● Your tabular disclosure on page 100 indicates
you have assumed $140,162,387 as the amount paid for redemptions in your maximum redemption scenario. This tabular disclosure in inconsistent
with your narrative disclosure on page 101, which states that for purposes of presenting the maximum redemption scenario, you have reduced
your pro forma net tangible book value after this offering (assuming no exercise of the underwriters' over-allotment option) by
$150,000,000 because holders of up to approximately 100% of your public shares may redeem their shares.

 ● On page F-11, you state that although the
Company did not specify a maximum redemption threshold, its charter provides that the Company will not redeem its Public Shares in an
amount that would cause its net tangible assets (shareholder's equity) to be less than $5,000,001.

 Please revise your filing to address
these and other related inconsistencies. Your revisions should clarify if you do or do not have a redemption restriction such that you
cannot redeem the public shares in an amount that would cause your net tangible assets to be less than $5,000,001.

 Response : The Company acknowledges
the comments of the Staff and has revised the disclosure on pages 107, F-8 and F-11.

 10. 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 warrants,
as stated on page 66 of your prospectus.

 Response : The Company acknowledges
the comments of the Staff and has revised the disclosure on page 105.

 * * *

 3

 United States Securities
and Exchange Commission

 March 14, 2025

 Please do not hesitate to
contact Elliott Smith at (212) 261-6847 of Perkins Coie LLP with any questions or comments regarding this letter.

 Best regards,

 /s/ Perkins Coie LLP

 cc:
 Peter Ort, Digital Asset Acquisition Corp.

 4

March 6, 2025
Peter Ort
Principal Executive Officer
Digital Asset Acquisition Corp.
174 Nassau Street, Suite 2100
Princeton, NJ 08542
Re:Digital Asset Acquisition Corp.
Registration Statement on Form S-1
Filed February 7, 2025
File No. 333-284776
Dear Peter Ort:
            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 February 7, 2025
Cover Page
1.Please clearly state that there may be actual or potential material conflicts of interest
between the sponsor, its affiliates, or promoters; and purchasers in the offering. See
Item 1602(a)(5) of Regulation S-K.
2.We note that your sponsor transferred 25,000 founder shares and 10,000 founder
shares to each of your independent directors and to each of your advisors. When
discussing the amount of compensation received or to be received, as required by Item
1602(a)(3) of Regulation S-K, please include 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 revise the tables on pages 5 and 112. See Item 1602(b)(6) of
Regulation S-K.

March 6, 2025
Page 2
Prospectus Summary
Our Sponsor, page 5
3.In your compensation table here and on page 112, please revise to include the anti-
dilution adjustment of the founder shares. Please also revise the table to reflect that in
addition to your sponsor, independent directors, advisors, or their respective affiliates
may be paid a finder’s fee, advisory fee, consulting fee or success fee, as referenced
on page 38. Lastly, please revise the table to reflect that in addition to the sponsor, an
affiliate of the sponsor may be paid a salary or fee in connection with the business
combination. See Item 1602(b)(6) and Item 1603(a)(6) of Regulation S-K.
The Offering, page 18
4.We note your disclosure on page 19 that 7,500,000 warrants will be outstanding after
this offering and the private placement. We further note your note (5) on page 19
indicates there will be 2,500,000 public warrants. Such amounts do not appear to be
consistent with the terms of the transaction. Please revise the number of warrants for
accuracy.
Ability to extend time to complete business combination, page 28
5.Please disclose your plans if you do not consummate a de-SPAC transaction within 24
months, including whether there are any limitations on the number of extensions,
including the number of times, and the consequences to the SPAC sponsor of not
completing an extension of this time period. See Item 1602(b)(4) of Regulation S-K.
Anticipated expenses and funding sources, page 28
6.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 your disclosures that you intend to target businesses with
enterprise values that are greater than you could acquire with the net proceeds of this
offering and the sale of the private placement warrants, as stated on page 66.
Dilution, page 99
7.Please revise your dilution disclosure on pages 99 to 101 to also include the tabular
dilution disclosure you have provided on the outside front cover page of the
prospectus. Reference is made to Item 1602(c) of Regulation S-K.
8.We note all of the column headings are labeled as "With Over-Allotment" in the table
on page 100. Please revise to ensure that the column headings are properly labeled as
"With Over-Allotment" or "Without Over-Allotment" for each redemption scenario in
the table.
We note inconsistent disclosure throughout in your filing with respect to whether or
not you cannot redeem the public shares in an amount that would cause your net
tangible assets to be less than $5,000,001. For example purposes only, we noted:
 9.

March 6, 2025
Page 3
•On page 64, you disclose that your amended and restated memorandum and
articles of association will not provide a specified maximum redemption
threshold.
•Your tabular disclosure on page 100 indicates you have assumed $140,162,387 as
the amount paid for redemptions in your maximum redemption scenario. This
tabular disclosure in inconsistent with your narrative disclosure on page 101,
which states that for purposes of presenting the maximum redemption scenario,
you have reduced your pro forma net tangible book value after this offering
(assuming no exercise of the underwriters’ over-allotment option) by
$150,000,000 because holders of up to approximately 100% of your public shares
may redeem their shares.
•On page F-11, you state that although the Company did not specify a
maximum redemption threshold, its charter provides that the Company will not
redeem its Public Shares in an amount that would cause its net tangible assets
(shareholder’s equity) to be less than $5,000,001.
Please revise your filing to address these and other related inconsistencies. Your
revisions should clarify if you do or do not have a redemption restriction such that you
cannot redeem the public shares in an amount that would cause your net tangible
assets to be less than $5,000,001.
10.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
warrants, as stated on page 66 of your prospectus.
            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.

March 6, 2025
Page 4
            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 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:Elliott Smith