SecProbe.io

CORRESP
 1
 filename1.htm

 FUTURECREST ACQUISITION CORP.

 150 East 52 nd Street, 3 rd
floor

 New York, NY 10022

 September 23, 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:
 Pam Howell

 Re:
 FutureCrest Acquisition Corp.

 Registration Statement on Form S-1

 Filed September 5, 2025, as amended
 File No. 333-290088

 Dear Ms. Howell:

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended, FutureCrest 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 25, 2025, or as soon as thereafter practicable.

 Very truly yours,

 /s/ Thomas J. Lee

 Thomas J. Lee

 Chief Executive Officer

 cc:
 Ellenoff Grossman & Schole LLP

CORRESP
 1
 filename1.htm

 September 23,
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: FutureCrest Acquisition Corp.
Registration Statement on Form S-1
File No. 333- 290088

 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 FutureCrest 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 25, 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,

 CANTOR FITZGERALD & CO.

 /s/ David Batalion

 Name:
 David Batalion

 Title:
 Managing Director

 [ Signature page to Underwriter's Acceleration Request ]

CORRESP
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 filename1.htm

 FutureCrest Acquisition Corp.

 150 East 52nd Street, 3rd Floor

 New York, NY 10022

 VIA EDGAR

 September 17, 2025

 U.S. Securities & Exchange Commission
Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street, NE

 Washington, D.C. 20549

 Attention: David Link

 Re:

 FutureCrest Acquisition Corp.
 Registration Statement on Form S-1
 Filed September 5, 2025
 File No. 333-290088

 Dear Mr. Link:

 FutureCrest Acquisition Corp.
(the " Company ," " we ," " our " or " us ") hereby transmits our
response to the comment letter received from the staff (the " Staff, " " you " or " your ")
of the U.S. Securities and Exchange Commission (the " Commission ") on September 15, 2025 regarding the Registration
Statement on Form S-1 filed with the Commission on September 5, 2025.

 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. Disclosure
changes made in response to the Staff's comments have been made in the Amendment No. 1 to the Registration Statement on Form S-1
(the " Amended Registration Statement "), which is being filed to the Commission contemporaneously with the submission
of this letter.

 Form S-1 filed September 5, 2025

 Exhibits

 1.
 We note the assumption number 2.8 in Exhibit 5.2 that "none of the Class A Ordinary Shares will be issued for less than par value." It is not appropriate for counsel to include in its opinion assumptions that assume any of the material facts underlying the opinion. Please revise this assumption or explain. Refer to Section II.B.3.a of Staff Legal Bulletin No. 19.

 Response: In response to the Staff's
comment, we have revised Exhibit 5.2 and filed the updated exhibit with the Amended Registration Statement.

 ***

 We thank you for your review of
the foregoing and the Registration Statement and this response. As you know, the Company is eager to finalize the Registration Statement
as soon as possible, and we appreciate the Staff's assistance in helping us achieve this goal. If you have further comments, please
feel free to contact to our counsel, Stuart Neuhauser, Esq., of Ellenoff Grossman & Schole LLP, at (212) 370-1300.

 Sincerely,

 /s/ Thomas Lee

 Thomas Lee

 Chief Executive Officer

 cc:
 Stuart Neuhauser, Esq.

 Ellenoff Grossman & Schole LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 15, 2025

Thomas Lee
Chief Executive Officer
FutureCrest Acquisition Corp.
150 East 52nd Street, 3rd Floor
New York, NY 10022

 Re: FutureCrest Acquisition Corp.
 Registration Statement on Form S-1
 Filed September 5, 2025
 File No. 333-290088
Dear Thomas Lee:

 We have reviewed your 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 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.

Form S-1 filed September 5, 2025
Exhibits

1. We note the assumption number 2.8 in Exhibit 5.2 that "none of the Class
A Ordinary
 Shares will be issued for less than par value." It is not appropriate
for counsel to
 include in its opinion assumptions that assume any of the material facts
underlying the
 opinion. Please revise this assumption or explain. Refer to Section
II.B.3.a of Staff
 Legal Bulletin No. 19.
 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
 September 15, 2025
Page 2

statement.

 Please contact Eric McPhee at 202-551-3693 or Mark Rakip at 202-551-3573
if you
have questions regarding comments on the financial statements and related
matters. Please
contact David Link at 202-551-3356 or Pam Howell at 202-551-3357 with any other
questions.

 Sincerely,

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

CORRESP
 1
 filename1.htm

 FutureCrest Acquisition Corp.

 150 East 52nd Street, 3rd Floor

 New York, NY 10022

 VIA EDGAR

 September 5, 2025

 U.S. Securities & Exchange Commission
Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street, NE

 Washington, D.C. 20549

 Attention: David Link

 Re:

 FutureCrest Acquisition Corp.
 Draft Registration Statement on Form S-1
 Submitted August 5, 2025
 CIK No. 0002074697

 Dear Mr. Link:

 FutureCrest Acquisition Corp.
(the " Company ," " we ," " our " or " us ") hereby transmits our
response to the comment letter received from the staff (the " Staff, " " you " or " your ")
of the U.S. Securities and Exchange Commission (the " Commission ") on August 29, 2025 regarding the Draft Registration
Statement on Form S-1 filed with the Commission on August 5, 2025.

 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. Disclosure
changes made in response to the Staff's comments have been made in the Registration Statement on Form S-1 (the " Registration
Statement "), which is being filed to the Commission contemporaneously with the submission of this letter.

 Draft Registration Statement on Form S-1 submitted August 5,
2025

 Cover page

 1.
 We note your compensation disclosure on the cover page. Please revise your compensation disclosure to also address promoters. See Item 1602(a)(3) of Regulation S-K. Please also clearly state that there may be actual or potential material conflicts of interest between the sponsor, its affiliates, or promoters as one group, and purchasers in the offering as another group. See Item 1602(a)(5) of Regulation S-K.

 We have added the requested disclosure
on the cover and elsewhere in the Registration Statement.

 Dilution, page 92

 2.
 Outside of the table, please describe each material potential source of future dilution following the registered offering by the special purpose acquisition company. See Item 1602(c) of Regulation S-K.

 We have added the requested disclosure.

 Sourcing of Potential Business Combination Targets, page 111

 3.
 We note the disclosure on page 111 that "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." We are unable to locate disclosure regarding the prior SPAC experience. Please describe the experience of the SPAC sponsor, its affiliates, and any promoters in organizing special purpose acquisition companies and the extent to which the SPAC sponsor, its affiliates, and the promoters are involved in other special purpose acquisition companies, as required by Item 1603(a)(3) of Regulation S-K.

 We have removed the requested disclosure
and added appropriate risk factor disclosure relating to our management team's lack of prior SPAC experience.

 ***

 We thank you for your review
of the foregoing and the Registration Statement and this response. As you know, the Company is eager to finalize the Registration Statement
as soon as possible, and we appreciate the Staff's assistance in helping us achieve this goal. If you have further comments, please
feel free to contact to our counsel, Stuart Neuhauser, Esq., of Ellenoff Grossman & Schole LLP, at (212) 370-1300.

 Sincerely,

 /s/ Thomas Lee

 Thomas Lee

 Chief Executive Officer

 cc:
 Stuart Neuhauser, Esq.

 Ellenoff Grossman & Schole LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 29, 2025

Thomas Lee
Chief Executive Officer
FutureCrest Acquisition Corp.
150 East 52nd Street, 3rd Floor
New York, NY 10022

 Re: FutureCrest Acquisition Corp.
 Draft Registration Statement on Form S-1
 Submitted August 5, 2025
 CIK No. 0002074697
Dear Thomas Lee:

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

 Please respond to this letter by providing the requested information
and either
submitting an amended draft registration statement or publicly filing your
registration
statement and non-public draft submissions on EDGAR. If you do not believe a
comment
applies to your facts and circumstances or do not believe an amendment is
appropriate, please
tell us why in your response.

 After reviewing the information you provide in response to this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Draft Registration Statement on Form S-1 submitted August 5, 2025
Cover page

1. We note your compensation disclosure on the cover page. Please revise
your
 compensation disclosure to also address promoters. See Item 1602(a)(3)
of Regulation
 S-K. Please also clearly state that there may be actual or potential
material conflicts of
 interest between the sponsor, its affiliates, or promoters as one group,
and purchasers
 in the offering as another group. See Item 1602(a)(5) of Regulation S-K.
Dilution, page 92

2. Outside of the table, please describe each material potential source of
future dilution
 following the registered offering by the special purpose acquisition
company. See
 Item 1602(c) of Regulation S-K.
 August 29, 2025
Page 2

Sourcing of Potential Business Combination Targets, page 111

3. We note the disclosure on page 111 that 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. We are
unable to locate
 disclosure regarding the prior SPAC experience. Please describe the
experience of the
 SPAC sponsor, its affiliates, and any promoters in organizing special
purpose
 acquisition companies and the extent to which the SPAC sponsor, its
affiliates, and
 the promoters are involved in other special purpose acquisition
companies, as required
 by Item 1603(a)(3) of Regulation S-K.
 Please contact Eric McPhee at 202-551-3693 or Mark Rakip at 202-551-3573
if you
have questions regarding comments on the financial statements and related
matters. Please
contact David Link at 202-551-3356 or Pam Howell at 202-551-3357 with any other
questions.

 Sincerely,

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