SecProbe.io

CORRESP
 1
 filename1.htm

 June 26, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate and Construction

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention:
 Isabel Rivera; Dorrie Yale

   Re:
 Indigo Acquisition Corp.

   
 Registration Statement on Form S-1

  
 File No. 333-288014

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the General Rules
and Regulations under the Securities Act of 1933, as amended (the "Act"), the undersigned hereby joins in the request of Indigo
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., Eastern Time, on Monday, June 30, 2025 or as soon thereafter as practicable, or at such other time as the Company or its
outside counsel, Graubard Miller, request by telephone that such Registration Statement be declared effective.

 Pursuant to Rule 460 of the General Rules
and Regulations of the Securities and Exchange Commission under the Securities Act of 1933, as amended, please be advised 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 they 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,

 EARLYBIRDCAPITAL,
 INC.

 By:
 /s/ Mike
 Powell

 Name:
 Mike Powell

 Title:
 Senior
 Managing Director

 [ Signature Page to
Underwriters' Acceleration Request Letter ]

CORRESP
 1
 filename1.htm

 Indigo Acquisition Corp.
801 Brickell Avenue
Suite 1900
Miami, FL 33131

 June 26, 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: Isabel Rivera; Dorrie Yale

 Re:
 Indigo Acquisition Corp.

 Registration Statement on Form S-1

 File No. 333-288014

 Ladies and Gentlemen:

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Indigo Acquisition Corp. hereby requests acceleration of effectiveness of the above referenced
Registration Statement so that it will become effective at 4:00 p.m. ET on Monday, June 30, 2025, or as soon as thereafter practicable.

 Very truly yours,

 /s/ James Cassel

 James Cassel

 Chief Executive Officer

CORRESP
 1
 filename1.htm

 Graubard Miller
 The Chrysler Building
 405 Lexington Avenue
 New York,
 N.Y. 10174-4499
 (212) 818-8800

 (212) 818-8881

 (212) 818-8638

 email address

 jgallant@graubard.com

 June 23, 2025

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Technology

 100 F Street, N.E.

 Washington, D.C. 20549

 Re
 Indigo Acquisition Corp.

 Registration Statement on Form S-1

 Filed June 12, 2025

 File No. 333-288014

 Ladies and Gentlemen:

 On behalf of Indigo Acquisition Corp. ("Company"),
we respond as follows to the Staff's comment letter, dated June 18, 2025, relating to the above-captioned Registration Statement
on Form S-1 ("Registration Statement"). Captions and page references herein correspond to those set forth in Amendment No.
1 to the Registration Statement, a copy of which has been marked with the changes from the original version of the Registration Statement.

 Please note that for the Staff's convenience,
we have recited each of the Staff's comments and provided the Company's response to each comment immediately thereafter.

 Registration Statement on Form S-1

 Cover Page

 1.

 We note your response to prior comment 2 and your revised
disclosure that the issuance of additional shares would not have the effect of "reducing dilution for the public holders."
Please clarify your disclosure to state whether the issuance of additional shares may result in material dilution to them. Refer to Items
1602(a)(3) and 1602(b)(6) of Regulation S-K.

 We have revised the cover page of the prospectus
as requested.

 Notes to the Financial Statements

 Note 9 – Subsequent Events, page F-15

 2.
 We note the activities within the disclosure took place on April 17, 2025 and during the month
 of May 2025 and that your auditors' report date is April 15, 2025. Please tell us what consideration, if any, your auditors gave to
 updating their audit report date.

 The Company's auditors advised that it is
appropriate for them to carry their original report date of April 15, 2025, because both of the above-mentioned events occurred between
the date of their original report and the reissuance date of June 12, 2025. The Company's auditors directed the Company's
attention to PCAOB Auditing Standard 3110, paragraph 08, which provides guidance on the dating of an audit opinion when the accountant
becomes aware of subsequent events that occur between the original report date and reissuance date. Notwithstanding the foregoing, we
have revised the financial statements in the Registration Statement to separate the Company's audited financial statements and unaudited
condensed interim financial statements to enhance the clarification for investors.

 Exhibits

 3.
 Please request Cayman counsel to revise its opinion in Exhibit 5.2 to remove the inappropriate assumption set out in paragraph 2.10. It is not appropriate for a counsel to include in its opinion assumptions that assume any of the material facts underlying the opinion. Refer to Section II.B.3.a of Staff Legal Bulletin No. 19.

 The legal opinion has been revised as requested
and been re-filed as Exhibit 5.2.

 * * * * * * * * * *

 If you have any questions, please do not hesitate
to contact me at the above telephone and facsimile numbers.

 Sincerely,

 /s/ Jeffrey M. Gallant

 Jeffrey M. Gallant

 cc:
 Mr. James Cassel, CEO

<DOCUMENT>
<TYPE>TEXT-EXTRACT
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<FILENAME>filename2.txt
<TEXT>
 June 18, 2025

James Cassel
Chief Executive Officer
Indigo Acquisition Corp.
801 Brickell Avenue
Suite 1900
Miami, FL 33131

 Re: Indigo Acquisition Corp.
 Registration Statement on Form S-1
 Filed June 12, 2025
 File No. 333-288014
Dear James Cassel:

 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. Unless
we note
otherwise, any references to prior comments are to comments in our June 9, 2025
letter on
your draft registration statement.

Registration Statement on Form S-1
Cover Page

1. We note your response to prior comment 2 and your revised disclosure
that the
 issuance of additional shares would not have the effect of "reducing
dilution for the
 public holders." Please clarify your disclosure to state whether the
issuance of
 additional shares may result in material dilution to them. Refer to
Items 1602(a)(3)
 and 1602(b)(6) of Regulation S-K.
 June 18, 2025
Page 2
Notes to the Financial Statements
Note 9 - Subsequent Events, page F-15

2. We note the activities within the disclosure took place on April 17,
2025 and during
 the month of May 2025 and that your auditors' report date is April 15,
2025. Please
 tell us what consideration, if any, your auditors gave to updating their
audit report
 date.
Exhibits

3. Please request Cayman counsel to revise its opinion in Exhibit 5.2 to
remove the
 inappropriate assumption set out in paragraph 2.10. It is not
appropriate for a counsel
 to include in its opinion assumptions that assume any of the material
facts underlying
 the opinion. 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
statement.

 Please contact Howard Efron at 202-551-3439 or Isaac Esquivel at
202-551-3395 if
you have questions regarding comments on the financial statements and related
matters. Please contact Isabel Rivera at 202-551-3518 or Dorrie Yale at
202-551-8776 with
any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Jeffrey M. Gallant
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Graubard
 Miller
 The
 Chrysler Building
 405
 Lexington Avenue
 New
 York, N.Y. 10174-4499
 (212)
 818-8800

 (212) 818-8881

 (212) 818-8638

 email address

 jgallant@graubard.com

 June
12, 2025

 Securities
and Exchange Commission

 Division
of Corporation Finance

 Office
of Technology

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re
 Indigo Acquisition Corp.

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

 Submitted May 21, 2025

 CIK
 No.: 0002063816

 Ladies
and Gentlemen:

 On
behalf of Indigo Acquisition Corp. ("Company"), we respond as follows to the Staff's comment letter, dated June 9,
2025, relating to the above-captioned Draft Registration Statement on Form S-1 ("Registration Statement"). Captions and page
references herein correspond to those set forth in the Registration Statement, a copy of which has been marked with the changes from
the previous draft submission of the Registration Statement.

 Please
note that for the Staff's convenience, we have recited each of the Staff's comments and provided the Company's response
to each comment immediately thereafter.

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

 Cover
Page

 1.
 We
acknowledge your revised disclosures in response to prior comment 1. Please also revise to add disclosure, here and elsewhere as appropriate,
regarding compensation to be paid to the qualified independent underwriter.

 We
have revised the cover page of the prospectus and page 133 of the Registration Statement as requested.

 2.
 We note your revised disclosures and response
 to prior comment 2. Please explain why you do not believe there would be any resulting dilution to shareholders if you increase the
 size of the offering and use mechanisms to ensure that the founder shares and EBC founder shares remains at 20% of your issued and
 outstanding ordinary shares, as you appear to be describing an anti-dilution mechanism. Refer to Items 1602(a)(3) and 1602(b)(6)
 of Regulation S-K.

 We
wish to advise the Staff that, as described in the Registration Statement, if the Company increases or decreases the size of the offering,
the number of founder shares will in turn also increase or decrease at a proportionate rate. Since the changes to the founder shares
are directly proportionate to the increase or decrease in the size of the offering, there are no changes that flow through to the dilution
tables. The only reason that changes would flow through to the dilution amounts would be if there were changes in offering expenses in
connection with such increase or decrease in the offering size or if the private placement associated with the offering changed (other
than a simple recalculation due to the increase or decrease in the offering size) – in such event, the dilution amounts would be
changed. As a result, we do not believe any change is necessary to the disclosure contained in the Registration Statement in response
to this comment. Nevertheless, we have revised the disclosure on the cover page of the prospectus to add language explaining that the increase in offering
size would not decrease dilution due to the issuance of additional founder shares.

 3.
 We
 note your revised disclosures in response to prior comment 3. Please revise to further clarify if you are only referring to
 potential modifications of processes regarding redemptions, or if you are also referring to potential modification of the substance
 of your obligation to redeem shares, and if the latter, also revise to provide additional detail regarding such potential
 modifications.

 We
have revised the disclosure on the cover page to clarify that the Company will not be modifying the substance of its obligations to redeem
shares as described in the Registration Statement as requested.

 Summary

 Our
Sponsor, page 5

 4.
 We
 note your disclosure in response to prior comment 5 that your sponsor will not undertake any material roles or responsibilities in
 directing and managing your activities. Please reconcile this disclosure with your statements that the sponsor was formed to be your
 sponsor and is focused on investing in the company. Furthermore, please describe the material roles and responsibilities of your
 affiliates and promoters. Refer to Item 1603(a)(4) of Regulation S-K.

 We
have revised the disclosure on page 5 of the Registration Statement as requested.

 5.
 We
note your response to prior comment 6. Please revise your disclosure to identify the several passive, non-managing individuals and entities
holding membership interests in the sponsor, if material. Refer to Item 1603(a)(7) of Regulation S-K.

 As
disclosed in the Registration Statement, none of the passive, non-managing members of the sponsor have any rights to control the sponsor
or to vote or dispose of any securities held by the sponsor. Further, the passive, non-managing members' interests in the sponsor
are not material compared to the managing members' interests in the sponsor. We have revised the disclosure on page 5 of the Registration
Statement to reflect that such members' interests in the sponsor are not material.

 6.
 We
 note your disclosure in response to prior comment 8 and we re-issue the comment in part. Please revise your table on page 7 to
 identify each natural person and entity subject to each agreement, arrangement, or understanding. Refer to Item 1603(a)(9) of
 Regulation S-K.

 We
have revised the disclosure on page 7 of the Registration Statement as requested.

 Risk
Factors

 Risks
Related to Our Management

 Our
sponsor has the ability to remove itself as our sponsor or to substantially reduce its interests in us before identifying…..,
page 50

 7.
 We
acknowledge your response to prior comment 12. Please revise your disclosure to also address the difficulty that a replacement sponsor
may have in finding a business combination target.

 We
have revised the disclosure on page 50 of the Registration Statement as requested.

 Exhibits

 8.
 We
 note your response to prior comment 20 and your reference to the form of promissory note. We also note that most of the exhibits
 submitted with this draft registration statement are a form of the agreement. Please ensure that you file the final, executed
 versions of your agreements.

 We
wish to advise the Staff that other than the promissory notes, the exhibits listed as "forms" will not be executed until
the effective date of this offering. However, such agreements have been filed with the Registration Statement in the format in which
they will be executed on such date. With respect to the promissory notes, such notes have been executed but other than the dollar amount
of each note and the date of issuance, the material terms of the notes are identical and therefore the form of promissory note has been
filed.

 *
* * * * * * * * *

 2

 If
you have any questions, please do not hesitate to contact me at the above telephone and facsimile numbers.

 Sincerely,

 /s/ Jeffrey
 M. Gallant

 Jeffrey M. Gallant

 cc:
 Mr. James Cassel, CEO

 3

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 9, 2025

James Cassel
Chief Executive Officer
Indigo Acquisition Corp.
801 Brickell Avenue
Suite 1900
Miami, FL 33131

 Re: Indigo Acquisition Corp.
 Amendment No. 1 to Draft Registration Statement on Form S-1
 Submitted May 21, 2025
 CIK No.: 0002063816
Dear James Cassel:

 We have reviewed your amended 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 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. Unless we note otherwise, any references to prior comments are to
comments in
our May 12, 2025 letter.

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

1. We acknowledge your revised disclosures in response to prior comment 1.
Please also
 revise to add disclosure, here and elsewhere as appropriate, regarding
compensation to
 be paid to the qualified independent underwriter.
2. We note your revised disclosures and response to prior comment 2. Please
explain
 why you do not believe there would be any resulting dilution to
shareholders if you
 increase the size of the offering and use mechanisms to ensure that the
founder shares
 June 9, 2025
Page 2

 and EBC founder shares remains at 20% of your issued and outstanding
ordinary
 shares, as you appear to be describing an anti-dilution mechanism. Refer
to Items
 1602(a)(3) and 1602(b)(6) of Regulation S-K.
3. We note your revised disclosures in response to prior comment 3. Please
revise to
 further clarify if you are only referring to potential modifications of
processes
 regarding redemptions, or if you are also referring to potential
modification of the
 substance of your obligation to redeem shares, and if the latter, also
revise to provide
 additional detail regarding such potential modifications.
Summary
Our Sponsor, page 5

4. We note your disclosure in response to prior comment 5 that your sponsor
will not
 undertake any material roles or responsibilities in directing and
managing your
 activities. Please reconcile this disclosure with your statements that
the sponsor was
 formed to be your sponsor and is focused on investing in the company.
Furthermore,
 please describe the material roles and responsibilities of your
affiliates and promoters.
 Refer to Item 1603(a)(4) of Regulation S-K.
5. We note your response to prior comment 6. Please revise your disclosure
to identify
 the several passive, non-managing individuals and entities holding
membership
 interests in the sponsor, if material. Refer to Item 1603(a)(7) of
Regulation S-K.
6. We note your disclosure in response to prior comment 8 and we re-issue
the comment
 in part. Please revise your table on page 7 to identify each natural
person and entity
 subject to each agreement, arrangement, or understanding. Refer to Item
1603(a)(9) of
 Regulation S-K.
Risk Factors
Risks Related to Our Management
Our sponsor has the ability to remove itself as our sponsor or to substantially
reduce its
interests in us before identifying . . ., page 50

7. We acknowledge your response to prior comment 12. Please revise your
disclosure to
 also address the difficulty that a replacement sponsor may have in
finding a business
 combination target.
Exhibits

8. We note your response to prior comment 20 and your reference to the form
of
 promissory note. We also note that most of the exhibits submitted with
this draft
 registration statement are a form of the agreement. Please ensure that
you file the
 final, executed versions of your agreements.
 Please contact Howard Efron at 202-551-3439 or Isaac Esquivel at
202-551-3395 if
you have questions regarding comments on the financial statements and related
matters. Please contact Isabel Rivera at 202-551-3518 or Dorrie Yale at
202-551-8776 with
any other questions.
 June 9, 2025
Page 3

 Sincerely,

 Division of Corporation Finance
 Office of Real Estate & Construction
cc: Jeffrey M. Gallant
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
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<FILENAME>filename2.txt
<TEXT>
 May 12, 2025

James Cassel
Chief Executive Officer
Indigo Acquisition Corp.
801 Brickell Avenue
Suite 1900
Miami, FL 33131

 Re: Indigo Acquisition Corp.
 Draft Registration Statement on Form S-1
 Submitted April 15, 2025
 CIK No.: 0002063816
Dear James Cassel:

 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 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
Cover Page

1. We note your disclosure on page 133 that you are required to have a
qualified
 independent underwriter for this transaction. Please revise here to
disclose this
 information and also to identify the qualified independent underwriter.
2. We note disclosure on page 63 and elsewhere in your prospectus that if
you increase
 or decrease the size of your offering, you will effect a share dividend
or contribution
 back to capital with respect to your founder shares and EBC founder
shares to
 maintain their ownership at 20% of the issued and outstanding ordinary
shares. Please
 revise to disclose the additional issuance of ordinary shares upon a
change in the size
 of the offering and discuss the extent to which such issuances may
result in material
 May 12, 2025
Page 2

 dilution to shareholders. Refer to Items 1602(a)(3) and 1602(b)(6) of
Regulation S-K.
3. We refer to your statement, here and elsewhere in your prospectus, that
you may
 amend your governing documents to modify the amount of time you will
have to
 consummate an initial business combination, and may also "modify the
substance or
 timing of [y]our obligation to redeem 100% of [y]our public shares if
[you] have not
 consummated an initial business combination within the [referenced] time
periods."
 Please revise your disclosures as appropriate to explain how you may
modify the
 substance or timing of such obligation.
Our Acquisition Process, page 5

4. Please clarify your statement that you will use "managements' respective
platforms" to
 evaluate potential targets for an initial business combination. Refer to
1602(b)(1) of
 Regulation S-K.
Summary
Our Sponsor, page 5

5. Please revise your disclosure to describe the material roles and
responsibilities of the
 SPAC sponsor, its affiliates, and promoters in directing and managing
the SPAC's
 activities. Refer to Item 1603(a)(4) of Regulation S-K.
6. We note your statement that your officers, as well as the non-managing
members, will
 hold membership interests, directly or indirectly, in your sponsor.
Please revise your
 disclosures as appropriate to identify the non-managing members and
describe the
 nature of their interests. Refer to Item 1603(a)(7) of Regulation S-K.
7. Please expand your narrative disclosure to the table on page 6 to
discuss the extent
 the potential conversion of up to $1,500,000 of working capital loans
into private
 units may result in material dilution of the public holders' equity
interests. See Item
 1602(b)(6) of Regulation S-K.
8. Please revise your table on page 7 to identify each natural person and
entity subject to
 each agreement, arrangement, or understanding. Please disclose the
transfer
 restrictions tied to the EBC founder shares. Refer to Item 1603(a)(9) of
Regulation S-
 K.
Conditions to completing our initial business combination, page 15

9. We note that you may seek shareholder approval to amend your amended and
restated
 memorandum and articles of association to extend the amount of time you
have to
 complete an initial business combination and there there is no limit on
the number of
 extensions you may seek. Please revise your disclosure to clarify
whether there will be
 redemption rights in connection with each extension, and revise your
disclosure on
 page 20 to clarify the level of shareholder approval needed for such
extensions. Refer
 to Item 1602(b)(4) of Regulation S-K.
Manner of conducting redemptions, page 17

10. We refer to your statement that if you assume only the minimum number of
shares
 representing a quorum are voted, the EBC founder shares are voted in
favor of the
 business combination and the over-allotment option is not exercised, you
would need
 May 12, 2025
Page 3

 1,433,333 of the public shares to be voted in favor of the initial
business combination.
 Please explain to us your calculation of this amount given that
following the offering
 and private placement, there would be 12,850,000 shares outstanding and
collectively,
 2,850,000 founder shares and EBC founder shares shares outstanding. In
addition,
 expand the second summary risk factor on page 27 to specify the low
level of public
 shares that may be needed to approve an initial business combination.
Conflicts of Interest, page 23

11. We note your statement that, subject to certain pre-existing obligations
they may have,
 your officers and directors have agreed to offer all suitable business
combination
 opportunities to you before any other person or company until you enter
into a
 definitive agreement with respect to a business combination. We also
note your
 statement on page 26 that none of your initial shareholders or their
affiliates have any
 obligation to present you with any potential business combination
opportunity of
 which they become aware, unless presented to such member specifically in
the
 capacity as your officer or director, and that your CEO and CFO control
the
 management of the sponsor. Please revise your disclosures as appropriate
to reconcile
 your disclosures or otherwise clarify.
Risk Factors, page 30

12. We note your disclosure on page 7 that your sponsor may surrender or
forfeit, transfer
 or exchange your founder shares, private placement units or any of your
securities for
 any reason. Please add risk factor disclosure regarding the risks that
may arise from
 your sponsor having the ability to remove itself as your sponsor before
identifying a
 business combination, including through its unconditional ability to
transfer its shares
 or otherwise.
If our initial business combination involves a company organized under the laws
of a state of
the United States, it is possible a 1% . . ., page 33

13. You state that the imposition of an excise tax resulting from
redemptions could reduce
 the cash contribution to the target company. We also note that you may
release funds
 from the trust account to pay taxes prior to the initial business
combination. Please
 revise your disclosures as appropriate to clarify whether any excise tax
will be paid
 from funds in the trust account.
Our rights agreement will designate the courts. . ., page 57

14. We note that the exclusive forum provision of your rights agreement
applies to
 Securities Act claims. Please revise to state that investors cannot
waive compliance
 with the federal securities laws and the rules and regulations
thereunder. In that
 regard, we note that Section 22 of the Securities Act creates concurrent
jurisdiction for
 federal and state courts over all suits brought to enforce any duty or
liability created
 by the Securities Act or the rules and regulations thereunder. Please
also expand your
 Description of Securities section to discuss your exclusive forum
provisions.
Dilution, page 67

15. We note your disclosure in the introductory paragraphs to the dilution
tables that your
 May 12, 2025
Page 4

 calculations assume the issuance of 1/10th of a share for each right
outstanding.
 However, this assumption is not consistent with your dilution
calculations, which do
 not appear to reflect impact of the issuance of these shares for the
rights outstanding.
 Please clarify or revise.
16. We note your assumption in your dilution disclosure that no ordinary
shares and
 convertible equity or debt securities are issued in connection with
additional financing
 you may seek in connection with an initial business combination. Please
revise your
 disclosure to address the fact that you may need to obtain additional
financing as you
 intend to target businesses with enterprise values that are greater than
you could
 acquire with the net proceeds of the offering and the sale of the
private units.
Management, page 93

17. Please revise to expand your disclosure regarding your sponsor,
affiliates, and
 promoters' experience in organizing special purpose acquisition
companies and their
 involvement in those companies. Refer to Item 1603(a)(3) of Regulation
S-K. With
 respect to Mr. Vogel's former special purpose acquisition companies
which you
 reference on page 94, please revise to disclose the financing needed for
such
 transactions and the level of redemptions sought in connection with such
initial
 business combinations.
Conflicts of Interest, page 97

18. We note your statement that each of your officers and directors has
fiduciary or
 contractual obligations to other entities. Please revise to provide a
brief description of
 the fiduciary duties of each officer and director to other companies.
Refer to Item
 1603(c) of Regulation S-K.
Principal Shareholders, page 101

19. Please disclose the natural person(s) with voting or investment control
of the shares
 owned by EBC Holdings, Inc. Refer to Item 403 of Regulation S-K.
Exhibits

20. We note your disclosure regarding a promissory note entered into between
the
 company, the sponsor, and EBC for $95,000. Please file the promissory
note as an
 exhibit or advise us why it would not be appropriate. Refer to Item 601
of Regulation
 S-K.
 May 12, 2025
Page 5

 Please contact Howard Efron at 202-551-3439 or Isaac Esquivel at
202-551-3395 if
you have questions regarding comments on the financial statements and related
matters. Please contact Isabel Rivera at 202-551-3518 or Dorrie Yale at
202-551-8776 with
any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real Estate
& Construction
cc: Jeffrey M. Gallant
</TEXT>
</DOCUMENT>