SecProbe.io

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 lake_corresp.htm September 29, 2025 __________ VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Lake Superior Acquisition Corp. Registration Statement on Form S-1 Filed May 8, 2025, as amended File No. 333-287114 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, for themselves and the several underwriters, hereby joins in the request of Lake Superior 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. Washington D.C. time on September 30, 2025, or as soon thereafter as practicable. Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advise that they intend to distribute approximately 1,000 copies of the Preliminary Prospectus dated September 19, 2025, to prospective underwriters and dealers, institutional investors, retail investors and others. The undersigned advise 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, Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC By: /s/ Jerry Serowik Name: Jerry Serowik Title: Senior Managing Director [Signature Page to Underwriter’s Acceleration Request Letter] 2

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 lake_corresp.htm LAKE SUPERIOR ACQUISITION CORP. 521 Fifth Avenue 17th Floor New York, NY 10175 United States of America September 29, 2025 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 RE: Lake Superior Acquisition Corp. (the “Company”) Registration Statement on Form S-1, as amended (File No. 333-287114) (the “Registration Statement”) Ladies and 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 4:30 p.m., Eastern Time, on September 30, 2025, or as soon thereafter as practicable. The Company hereby acknowledges that: ● Should the Securities and Exchange Commission (the “Commission”) or the Staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement; ● The action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and ● The Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. If there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461 of Regulation C. Such request may be made by an executive officer of the Company or by any attorney from the Company’s U.S. counsel, Loeb & Loeb LLP. Very truly yours, Lake Superior Acquisition Corp. By: /s/ Edward Cong Wang Name: Edward Cong Wang Title: Chief Executive Officer

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 lake_corresp.htm Giovanni Caruso Partner 345 Park Avenue New York, NY 10154 Direct 212.407.4866 Main 212.407.4000 Fax 212.937.3943 Via Edgar July 10, 2025 Heather Clark Hugh West Erin Donahue Jennifer Angelini Division of Corporation Finance U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Lake Superior Acquisition Corp. Amendment No. 1 to Registration Statement on Form S-1 Filed June 5, 2025 File No. 333-287114 Dear Ms. Clark, Mr. West, Ms. Donahue and Ms. Angelini : On behalf of our client, Lake Superior Acquisition Corp. (the “Company”), we hereby provide a response to the comments issued in a letter dated June 12, 2025 (the “Staff’s Letter”) regarding the Company’s Registration Statement on Form S-1 (the “Registration Statement”). Contemporaneously, we are publicly filing an Amended Registration Statement via Edgar (the “Amended Registration Statement”). In order to facilitate the review by the Commission’s staff (the “Staff”) of the Amended Registration Statement, we have responded, on behalf of the Company, to the comments set forth in the Staff’s Letter on a point-by-point basis. The numbered paragraphs set forth below respond to the Staff’s comments and correspond to the numbered paragraph in the Staff’s Letter. Los Angeles New York Chicago Nashville Washington, DC Beijing Hong Kong www.loeb.com A limited liability partnership including professional corporations July 10, 2025 Page 2 Amendment No. 1 to Registration Statement on Form S-1 filed June 5, 2025 Exhibits 1. We note your response to prior comment 8, and reissue in part. Please request counsel to revise the penultimate paragraph of the opinion, as this appears to limit reliance. Refer to Section II.B.3.d of Staff Legal Bulletin 19. Response: The Company has resubmitted Exhibit 5.1 with the Amended Registration Statement. 2. We reissue comment 9. Please resubmit Exhibit 10.1 in a format that is text-searchable. Refer to Section 5.2.3.6 of the EDGAR Filer Manual (Volume II) and Item 301 of Regulation S-T. Response: The Company has resubmitted Exhibit 10.1 with the Amended Registration Statement. Please call me at 212 407-4866 if you would like additional information with respect to any of the foregoing. Thank you. /s/ Giovanni Caruso Giovanni Caruso Partner

<DOCUMENT>
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<TEXT>
 June 12, 2025

Edward Wang
Chief Executive Officer
Lake Superior Acquisition Corp
521 Fifth Avenue 17th Floor
New York, NY 10175

 Re: Lake Superior Acquisition Corp
 Amendment No. 1 to Registration Statement on Form S-1
 Filed June 5, 2025
 File No. 333-287114
Dear Edward Wang:

 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 May 20, 2025
letter.

Amendment No. 1 to Registration Statement on Form S-1 filed June 5, 2025
Exhibits

1. We note your response to prior comment 8, and reissue in part. Please
request counsel
 to revise the penultimate paragraph of the opinion, as this appears to
limit reliance.
 Refer to Section II.B.3.d of Staff Legal Bulletin 19.
2. We reissue comment 9. Please resubmit Exhibit 10.1 in a format that is
text-
 searchable. Refer to Section 5.2.3.6 of the EDGAR Filer Manual (Volume
II) and
 Item 301 of Regulation S-T
 June 12, 2025
Page 2

 Please contact Beverly Singleton at 202-551-3328 or Hugh West at
202-551-3872 if
you have questions regarding comments on the financial statements and related
matters. Please contact Erin Donahue at 202-551-6063 or Jennifer Angelini at
202-551-3047
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Giovanni Caruso
</TEXT>
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 lake_corresp.htm Giovanni Caruso Partner 345 Park Avenue New York, NY 10154 Direct 212.407.4866 Main 212.407.4000 Fax 212.937.3943 Via Edgar June 4, 2025 Heather Clark Hugh West Erin Donahue Jennifer Angelini Division of Corporation Finance U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Lake Superior Acquisition Corp. Registration Statement on Form S-1 Filed May 9, 2025 File No. 333-287114 Dear Ms. Clark, Mr. West, Ms. Donahue and Ms. Angelini : On behalf of our client, Lake Superior Acquisition Corp. (the “Company”), we hereby provide a response to the comments issued in a letter dated May 20, 2025 (the “Staff’s Letter”) regarding the Company’s Registration Statement on Form S-1 (the “Registration Statement”). Contemporaneously, we are publicly filing an Amended Registration Statement via Edgar (the “Amended Registration Statement”). In order to facilitate the review by the Commission’s staff (the “Staff”) of the Amended Registration Statement, we have responded, on behalf of the Company, to the comments set forth in the Staff’s Letter on a point-by-point basis. The numbered paragraphs set forth below respond to the Staff’s comments and correspond to the numbered paragraph in the Staff’s Letter. Los Angeles New York Chicago Nashville Washington, DC Beijing Hong Kong www.loeb.com A limited liability partnership including professional corporations June 4, 2025 Page 2 Registration Statement on Form S-1 filed May 9, 2025 Risk Factors, page 35 1. We note your response to prior comment 4 and reissue in part. Please revise your tax related risk factor disclosure to address the uncertainties and material risks related to rights ownership referenced in the tax section. Response: The Company has revised the disclosure on page 57 of the Amended Registration Statement in response to the Staff’s comment. Principal Shareholders, page 133 2. We note your response to prior comment 2. Please revise footnote 3, which indicates the sponsor will own 3,648,333 shares following the offering, for consistency with information in the table. Further disclose, by footnote or otherwise, the number of shares that the sponsor will hold following the offering if the overallotment option is exercised, taking into account the non-forfeiture of shares and the additional private placement units to be purchased. Response: The Company has revised the disclosures on page 133 of the Amended Registration Statement in response to the Staff’s comment. June 4, 2025 Page 3 3. Your table of beneficial ownership indicates that Edward Cong Wang owns 3,698,333 shares prior to the offering. Please add footnote disclosure to clarify, if true, that these represent 3,498,333 shares held by the sponsor and 50,000 shares transferred from the sponsor and held directly by Mr. Wang. Include analogous disclosure regarding post offering ownership. Additionally revise the following disclosure to refer to Mr. Wang as appropriate: "Our Sponsor will transfer in an aggregate of 185,000 founder shares) to each of Raymond J. Gibbs, Manuel C. Menendez III, and Stephen Yas upon the effectiveness of the registration statement of which this prospectus forms a part." Response: The Company has revised the disclosures on page 133 of the Amended Registration Statement in response to the Staff’s comment. Description of Securities, page 139 4. The second bullet point refers to 3,713,333 Class B shares held by your initial shareholders and their permitted transferees following the offering. However, this appears inconsistent with disclosure elsewhere indicating that 3,833,333 Class B founder shares are currently outstanding, and 500,000 of such shares will be forfeited if the overallotment option is not exercised, leaving 3,648,333 Class B shares held by the sponsor and permitted transferees. Please revise to reconcile; in this regard, we note that the 380,000 Class A shares underlying private placement units are not taken into account. Response: The Company has revised the disclosures on page 139 of the Amended Registration Statement in response to the Staff’s comment. Legal Matters, page 179 5. We note disclosure that Loeb & Loeb LLP and Forbes Hare LLP are both passing upon the validity of the shares. Please revise to reflect the opinions filed as Exhibits 5.1 and 5.2. Response: The Company has revised the disclosures on page 179 of the Amended Registration Statement in response to the Staff’s comment. Financial Statements General, page F-1 6. Please revise to provide updated interim financial statements in your next amendment. Response: The Company has provided updated interim financial statements in response to the Staff’s comment. June 4, 2025 Page 4 Signatures, page II-4 7. Please revise to identify the individual signing in the capacity of your principal accounting officer or controller. Refer to the Instructions to Signatures on Form F-1. Response: The Company has revised the disclosures on page II-4 of the Amended Registration Statement in response to the Staff’s comment. Exhibits 8. Please request counsel to revise the legal opinion filed as Exhibit 5.1 to clearly cover the shares that will be issued upon the exercise of rights following completion of the business offering. In addition, please request counsel to revise the penultimate paragraph of the opinion, as this appears to limit reliance. Refer to Section II.B.3.d of Staff Legal Bulletin 19. Response: The Company’s British Virgin Island Counsel, Forbes Hare LLP, has revised its legal opinion in response to the Staff’s comment. 9. Please resubmit Exhibit 10.1 in a format that is text-searchable. Response: The Company has resubmitted Exhibit 10.1 with the Amended Registration Statement. Please call me at 212 407-4866 if you would like additional information with respect to any of the foregoing. Thank you. /s/ Giovanni Caruso Giovanni Caruso Partner

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<TEXT>
 May 20, 2025

Edward Wang
Chief Executive Officer
Lake Superior Acquisition Corp
521 Fifth Avenue 17th Floor
New York, NY 10175

 Re: Lake Superior Acquisition Corp
 Registration Statement on Form S-1
 Filed May 9. 2025
 File No. 333-287114
Dear Edward Wang:

 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 May 9, 2025
Risk Factors, page 35

1. We note your response to prior comment 4 and reissue in part. Please
revise your tax-
 related risk factor disclosure to address the uncertainties and material
risks related to
 rights ownership referenced in the tax section.
Principal Shareholders, page 133

2. We note your response to prior comment 2. Please revise footnote 3,
which indicates
 the sponsor will own 3,648,333 shares following the offering, for
consistency with
 information in the table. Further disclose, by footnote or otherwise,
the number of
 shares that the sponsor will hold following the offering if the
overallotment option is
 exercised, taking into account the non-forfeiture of shares and the
additional private
 placement units to be purchased.
 May 20, 2025
Page 2
3. Your table of beneficial ownership indicates that Edward Cong Wang owns
3,698,333
 shares prior to the offering. Please add footnote disclosure to clarify,
if true, that these
 represent 3,498,333 shares held by the sponsor and 50,000 shares
transferred from the
 sponsor and held directly by Mr. Wang. Include analogous disclosure
regarding post-
 offering ownership. Additionally revise the following disclosure to
refer to Mr. Wang
 as appropriate: "Our Sponsor will transfer in an aggregate of 185,000
founder shares)
 to each of Raymond J. Gibbs, Manuel C. Menendez III, and Stephen Yas
upon the
 effectiveness of the registration statement of which this prospectus
forms a part."
Description of Securities, page 139

4. The second bullet point refers to 3,713,333 Class B shares held by your
initial
 shareholders and their permitted transferees following the offering.
However, this
 appears inconsistent with disclosure elsewhere indicating that 3,833,333
Class B
 founder shares are currently outstanding, and 500,000 of such shares
will be forfeited
 if the overallotment option is not exercised, leaving 3,648,333 Class B
shares held by
 the sponsor and permitted transferees. Please revise to reconcile; in
this regard, we
 note that the 380,000 Class A shares underlying private placement units
are not taken
 into account.
Legal Matters, page 179

5. We note disclosure that Loeb & Loeb LLP and Forbes Hare LLP are both
passing
 upon the validity of the shares. Please revise to reflect the opinions
filed as Exhibits
 5.1 and 5.2.
Financial Statements
General, page F-1

6. Please revise to provide updated interim financial statements in your
next
 amendment.
Signatures, page II-4

7. Please revise to identify the individual signing in the capacity of your
principal
 accounting officer or controller. Refer to the Instructions to
Signatures on Form F-1.
Exhibits

8. Please request counsel to revise the legal opinion filed as Exhibit 5.1
to clearly cover
 the shares that will be issued upon the exercise of rights following
completion of the
 business offering. In addition, please request counsel to revise the
penultimate
 paragraph of the opinion, as this appears to limit reliance. Refer to
Section II.B.3.d of
 Staff Legal Bulletin 19.
9. Please resubmit Exhibit 10.1 in a format that is text-searchable.

 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.
 May 20, 2025
Page 3

 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 Beverly Singleton at 202-551-3328 or Hugh West at
202-551-3872 if
you have questions regarding comments on the financial statements and related
matters. Please contact Erin Donahue at 202-551-6063 or Jennifer Angelini at
202-551-3047
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Giovanni Caruso
</TEXT>
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 lake_corresp.htm Giovanni Caruso Partner 345 Park Avenue New York, NY 10154 Direct 212.407.4866 Main 212.407.4000 Fax 212.937.3943 Via Edgar May 8, 2025 Heather Clark Hugh West Erin Donahue Jennifer Angelini Division of Corporation Finance U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Lake Superior Acquisition Corp. Amendment No. 2 to Draft Registration Statement on Form S-1 Submitted April 7, 2025 CIK No. 0002043508 Dear Ms. Clark, Mr. West, Ms. Donahue and Ms. Angelini : On behalf of our client, Lake Superior Acquisition Corp. (the “Company”), we hereby provide a response to the comments issued in a letter dated April 17, 2025 (the “Staff’s Letter”) regarding the Company’s Draft Registration Statement on Form S-1 (the “Draft Registration Statement”). Contemporaneously, we are publicly filing a Registration Statement via Edgar (the “Registration Statement”). In order to facilitate the review by the Commission’s staff (the “Staff”) of the Amended Registration Statement, we have responded, on behalf of the Company, to the comments set forth in the Staff’s Letter on a point-by-point basis. The numbered paragraphs set forth below respond to the Staff’s comments and correspond to the numbered paragraph in the Staff’s Letter. Los Angeles New York Chicago Nashville Washington, DC Beijing Hong Kong www.loeb.com A limited liability partnership including professional corporations May 8, 2025 Page 2 Draft Registration Statement on Form S-1submitted confidentially on April 7, 2025 Management, page 125 1. We note your revisions in response to prior comment 3. However, your management table continues to identify "Independent directors" rather than "Independent director nominees," and the lead-in continues to state, "Our directors and officers are as follows." Please revise to clearly distinguish your current directors and director nominees. Response: The Company has revised the disclosure on page 125 of the Registration Statement in response to the Staff’s comment. Principal Shareholders, page 133 2. Please revise your table of beneficial ownership to include columns for the number of shares before and after the offering, analogous to your percentage columns. We note that the sponsor is disclosed to own 3,648,333 founder shares following the offering; please revise or advise why the constituent shares of the private placement units to be purchased by the sponsor are not included. Additionally disclose, by footnote or otherwise, how the number and percentage of shares owned by the sponsor will change as a result of exercise of the overallotment option. In this regard, we note the lead-in indicates that the table does not reflect exercise of the overallotment option, yet the shares disclosed in the table do not appear to take into account forfeited shares. Please also revise disclosure on page 139 regarding the units and Class B shares to be outstanding after the offering, as these respective amounts do not appear to reflect private placement units (unless these include Class B shares; if so, revise disclosure elsewhere as appropriate). Response: The Company has revised the disclosures on page 133 of the Registration Statement in response to the Staff’s comment. May 8, 2025 Page 3 Certain Relationships and Related Party Transactions, page 136 3. Your revisions in response to prior comment 5 provide amounts as of December 31, 2024. Please additionally disclose the amounts outstanding as of the date of your prospectus. Revise to clarify whether the "effective date of the Proposed Public Offering" refers to the closing of your offering, the effectiveness date of your registration statement, or some other date. Response: The Company has revised the disclosures on page 136 of the Registration Statement in response to the Staff’s comment. Income Tax Considerations, page 158 4. Your revisions in response to prior comment 8 appear limited to the tax consequences of converting rights. Please further revise to discuss the tax consequences of a lapse or expiration of rights. In addition, please your tax-related risk factor disclosure to discuss the uncertainties and material risks related to rights ownership. Response: The Company has revised the disclosures on page 163 of the Registration Statement in response to the Staff’s comment. General 5. We note your response to prior comment 6. However, there still appears to be inconsistency regarding the lock-up period with respect to the sponsor's private placement units. For example, and without limitation, pages 19 and 144 refer to completion of the initial business combination, while page 135 refers to 180 days following completion of the initial business combination. In addition, page 19 refers to private placement units and component securities, while pages 135 and 144 refer to units and Class A ordinary shares issued upon conversion or exercise thereof. Please revise disclosure throughout to clearly indicate whether the lock-up restrictions and registration rights apply to each of the units, component Class A shares, rights, and/or underlying Class A shares. Response: The Company has revised the disclosure on pages 19, 135, and 144 of the Registration Statement in response to the Staff’s comment. May 8, 2025 Page 4 Please call me at 212 407-4866 if you would like additional information with respect to any of the foregoing. Thank you. /s/ Giovanni Caruso Giovanni Caruso Partner

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<TEXT>
 April 17, 2025

Edward Wang
Chief Executive Officer
Lake Superior Acquisition Corp
521 Fifth Avenue 17th Floor
New York, NY 10175

 Re: Lake Superior Acquisition Corp
 Amendment No. 3 to Draft Registration Statement on Form S-1
 Submitted April 7, 2025
 CIK No. 0002043508
Dear Edward Wang:

 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 March 26, 2025 letter.

Draft Registration Statement on Form S-1 Submitted April 7, 2025
Management, page 125

1. We note your revisions in response to prior comment 3. However, your
management
 table continues to identify "Independent directors" rather than
"Independent director
 nominees," and the lead-in continues to state, "Our directors and
officers are as
 follows." Please revise to clearly distinguish your current directors
and director
 nominees.
 April 17, 2025
Page 2
Principal Shareholders, page 133

2. Please revise your table of beneficial ownership to include columns for
the number of
 shares before and after the offering, analogous to your percentage
columns. We note
 that the sponsor is disclosed to own 3,648,333 founder shares following
the offering;
 please revise or advise why the constituent shares of the private
placement units to be
 purchased by the sponsor are not included. Additionally disclose, by
footnote or
 otherwise, how the number and percentage of shares owned by the sponsor
will
 change as a result of exercise of the overallotment option. In this
regard, we note the
 lead-in indicates that the table does not reflect exercise of the
overallotment option,
 yet the shares disclosed in the table do not appear to take into account
forfeited shares.
 Please also revise disclosure on page 139 regarding the units and Class
B shares to be
 outstanding after the offering, as these respective amounts do not
appear to reflect
 private placement units (unless these include Class B shares; if so,
revise disclosure
 elsewhere as appropriate).
Certain Relationships and Related Party Transactions, page 136

3. Your revisions in response to prior comment 5 provide amounts as of
December 31,
 2024. Please additionally disclose the amounts outstanding as of the
date of your
 prospectus. Revise to clarify whether the "effective date of the
Proposed Public
 Offering" refers to the closing of your offering, the effectiveness date
of your
 registration statement, or some other date.
Income Tax Considerations, page 158

4. Your revisions in response to prior comment 8 appear limited to the tax
consequences
 of converting rights. Please further revise to discuss the tax
consequences of a lapse or
 expiration of rights. In addition, please your tax-related risk factor
disclosure to
 discuss the uncertainties and material risks related to rights
ownership.
General

5. We note your response to prior comment 6. However, there still appears
to be
 inconsistency regarding the lock-up period with respect to the sponsor's
private
 placement units. For example, and without limitation, pages 19 and 144
refer to
 completion of the initial business combination, while page 135 refers to
180 days
 following completion of the initial business combination. In addition,
page 19 refers
 to private placement units and component securities, while pages 135 and
144 refer to
 units and Class A ordinary shares issued upon conversion or exercise
thereof. Please
 revise disclosure throughout to clearly indicate whether the lock-up
restrictions and
 registration rights apply to each of the units, component Class A
shares, rights, and/or
 underlying Class A shares.
 April 17, 2025
Page 3

 Please contact Beverly Singleton at 202-551-3328 or Hugh West at
202-551-3872 if
you have questions regarding comments on the financial statements and related
matters. Please contact Erin Donahue at 202-551-6063 or Jennifer Angelini at
202-551-3047
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Giovanni Caruso
</TEXT>
</DOCUMENT>

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 March 26, 2025

Edward Wang
Chief Executive Officer
Lake Superior Acquisition Corp
521 Fifth Avenue 17th Floor
New York, NY 10175

 Re: Lake Superior Acquisition Corp
 Amendment No. 2 to Draft Registration Statement on Form S-1
 Submitted March 17, 2025
 CIK No. 0002043508
Dear Edward Wang:

 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 December 27, 2024 letter.

Amendment No. 2 to Draft Registration Statement on Form S-1
Cover Page

1. We note your response to prior comment 1. Please further revise your
prospectus
 cover to provide a statement as to all sources of compensation received
or to be
 received by the sponsor and other parties identified in Item 1602(a)(3)
of Regulation
 S-K. Without limitation, your disclosure should include the (i)
promissory note,
 administrative services agreement, and amounts payable to the sponsor
discussed on
 page F-14 and (ii) additional private placement units to be issued and
purchased if the
 overallotment option is exercised. Quantify securities that have or will
be issued and
 amounts that are or will be payable. Provide a cross-reference,
highlighted by
 March 26, 2025
Page 2

 prominent type or in another manner, to the locations of related
disclosures in the
 prospectus. See Item 1602(a)(3) of Regulation S-K.
Summary, page 1

2. We note your response to prior comment 2. Please further revise the
compensation
 table on page 3 to include all sources of compensation, consistent with
revisions to the
 compensation statement on the prospectus cover. Refer to Item 1602(b)(6)
of
 Regulation S-K.
Management, page 125

3. Please revise to identify your director nominees. In this regard, we
note three consents
 are listed as Exhibits 99.2-99.4.
Principal Shareholders, page 133

4. We note revised disclosure that the beneficial ownership table "does not
reflect record
 or beneficial ownership of the private placement units as such private
placement units
 are not exercisable within 60 days." Please revise to clarify whether
the table reflects
 the (i) shares included within the private placement units and (ii)
shares underlying
 the rights included within the private placement units.
Certain Relationships and Related Party Transactions, page 136

5. Please revise this section to provide disclosure regarding the amounts
payable,
 promissory note, and administrative services agreement with the sponsor
discussed on
 page F-14, in addition to any other related party transactions. Refer to
Item 404 of
 Regulation S-K. File any related documents that constitute material
contracts under
 Item 601(b)(10) as exhibits to your registration statement.
Description of Securities
Private Placement Units, page 144

6. Please revise disclosure relating to lock-up agreements and registration
rights to
 clarify how these relate to each security comprising the private
placement units
 (i.e., Class A shares, rights, and Class A shares underlying rights).
Revise as
 appropriate disclosure that implies public units are redeemable (e.g.,
"The private
 placement units are identical to the public units sold in this offering
except that: (i)
 they will not be redeemable by us") and that refers to the "exercise" of
private
 placement units. We note disclosure on page F-13 that one private right
will convert
 into one share; reconcile with disclosure elsewhere that six rights
convert into one
 share.
 March 26, 2025
Page 3
Rights, page 144

7. Please revise to more fully discuss the rights included in your units,
including whether
 holders thereof will be entitled to any voting, redemption, and/or
dividend rights.
 Include risk factor disclosure regarding the material risks related to
rights ownership
 as appropriate.
Income Tax Considerations, page 158

8. We note you have deleted disclosure regarding the tax consequences of an
acquisition
 of Class A shares pursuant to rights and the expiration or
extinguishment of a right.
 Please include disclosure regarding material tax consequences related to
your rights,
 or tell us why you believe such disclosure is not required.
General

9. We note disclosure on page 15 and elsewhere regarding the surrender and
cancellation
 of 1,916,667 Class A ordinary shares, resulting in 3,833,333 Class A
ordinary shares
 remaining outstanding. Please revise to reconcile the apparent
inconsistency with
 references elsewhere to the founder shares as Class B, rather than Class
A.
 Additionally revise as appropriate footnotes on page 133 that refer to
the sponsor as
 the holder of 5,000,000 founder shares.
10. We note disclosure on page 133 and elsewhere that the sponsor will
transfer 185,000
 founder shares to five individuals. If any of these transfers
constitutes compensation
 received or to be received by the sponsor, its affiliates, and
promoters, please revise
 the compensation statement on your prospectus cover and compensation
table in your
 summary to include the disclosures respectively required by Items
1602(a)(3) and
 (b)(6) of Regulation S-K.
11. We note your response to prior comment 6. However, we continue to note
references
 to both private placement units and Class A shares issued upon
conversion of working
 capital loans (e.g., pages 60 and 63); please reconcile.

 Please contact Heather Clark at 202-551-3624 or Hugh West at
202-551-3872 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Erin Donahue at 202-551-6063 or Jennifer Angelini at 202-551-3047 with
any other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Giovanni Caruso
</TEXT>
</DOCUMENT>

December 27, 2024
Edward Wang
Chief Executive Officer
Lake Superior Acquisition Corp
521 Fifth Avenue 17th Floor
New York, NY 10175
Re:Lake Superior Acquisition Corp
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted December 17, 2024
CIK No. 0002043508
Dear Edward Wang:
            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 December 3, 2024 letter.
Draft Registration Statement on Form S-1 filed December 17, 2024
Cover Page
We note your revisions in response to our prior comment 13. Please further revise
your prospectus cover to state the amount of the compensation received or to be
received by your sponsor, its affiliates, and promotors, as required by Item 1602(a)(3)
of Regulation S-K. In this regard, we note that disclosure in your related party
transaction section refers to amounts repayable pursuant to a promissory note and
loans to fund working capital deficiencies or finance transaction costs, and also
outlines various payments for services that may be rendered, for instance on page 140.
Your disclosure should indicate that there is no cap on such payments, if true, and 1.

December 27, 2024
Page 2
include a cross-reference to the locations of related disclosures in the prospectus.
Additionally disclose how exercise of the over-allotment option would impact the
number of securities issued or to be issued ( e.g., forfeiture of founder shares and
purchase of additional private placement warrants).
Summary, page 1
2.We note your response to our prior comment 13. Please reinstate the compensation
table in your prospectus summary, as required by Item 1602(b)(6) of Regulation S-K.
Include revisions as appropriate for consistency with revisions to your cover page
disclosure in response to comment 1 above.
Additional Financing, page 7
3.We note your revisions in response to our prior comment 1, and reissue it in part.
Please further revise to specifically discuss how the terms of additional financings
may impact unaffiliated security holders, as required by Item 1602(b)(5) of
Regulation S-K.
Proposed Business, page 96
4.We note your response to prior comment 8, and reissue it in part. In addition to
extensions and redemptions related to extensions, please disclose the redemption
levels in connection with the business combinations of each of Pacifico Acquisition
Corp. and Redwoods Acquisition Corp.
General
5.Your disclosure in response to our prior comment 12 that "[Y]ou must hold rights in
multiples of twenty (20) in order to receive shares for all of your rights upon closing
of a business combination," appears inconsistent with disclosure that "Each whole
right entitles the holder thereof to receive one Class A ordinary share upon
consummation of our initial business combination." Please revise to reconcile. If
appropriate, include disclosure analogous to that regarding warrants, including that
a multiple of 20 units is required in order for a holder to receive and trade a whole
public right, and addressing how "fractional" rights ( i.e., non-multiples of 20) will be
treated upon separation of units and closing of a business combination.
6.We note that disclosure regarding the potential conversion of working capital loans
refers to various securities, including private placement warrants, warrants, and Class
A shares or units (for example,  cf. pages 60, 64, and 84). Please revise disclosure
regarding such conversions and related registration rights throughout your prospectus
for consistency.

December 27, 2024
Page 3
            Please contact Heather Clark at 202-551-3624 or Hugh West at 202-551-3872 if you
have questions regarding comments on the financial statements and related matters. Please
contact Erin Donahue at 202-551-6063 or Jennifer Angelini at 202-551-3047 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Giovanni Caruso

December 3, 2024
Edward Wang
Chief Executive Officer
Lake Superior Acquisition Corp
521 Fifth Avenue 17th Floor
New York, NY 10175
Re:Lake Superior Acquisition Corp
Draft Registration Statement on Form S-1
Submitted November 8, 2024
CIK No. 0002043508
Dear Edward Wang:
            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 Submitted November 8, 2024
Summary, page 1
1.We note disclosure that you may need to seek additional financing, for instance on
pages 54 and 56. Please revise your summary to provide the information required by
Item 1602(b)(5) of Regulation S-K. Discuss the material terms of any additional
financing agreements you have entered into and/or any plans to seek additional
financing, including assumptions and highlighting lack of certainty regarding
prospective financing as appropriate. Clearly disclose how the terms of additional
financings may impact unaffiliated security holders.

December 3, 2024
Page 2
2.We note disclosure that you are not prohibited from pursuing an initial business
combination with a company affiliated with your sponsor, directors, or officers,
including a joint venture or other form of shared ownership therewith. Please revise to
additionally disclose whether you would obtain a third-party opinion as to the fairness
of the transaction. Ensure consistency with related risk factor disclosure appearing on
page 70.
3.Please balance your prospectus summary by including disclosure regarding the
competition among SPACs in pursuing business combinations and the potential
impact on attractiveness of acquisition terms, analogous to risk factor disclosure on
page 43.
Conflicts of Interest, page 32
4.When discussing the conflicts of interest of the sponsor and management team from
owning securities in the company, please revise to clearly disclose the nominal price
paid for the securities and the conflict of interest in determining whether to pursue a
de-SPAC transaction. In addition, please add disclosure of the conflicts of interest
relating to the compensation, repayment of loans, and reimbursements of expenses
that will be paid to officers and directors affiliated with the sponsor upon completion
of a de-SPAC transaction. See Item 1602(b)(7) of Regulation S-K.
5.Please provide the basis for your statement on page 32 that you do not believe that the
fiduciary duties or contractual obligations of your directors or officers will materially
affect your ability to identify and pursue business combination opportunities.
Risk Factors, page 36
6.We note references throughout this section to the risk that your warrants will expire
worthless. Please revise to additionally assess the risks associated with the rights
included in your units.
7.We note disclosure on page 71 that certain members of your management team and
board of directors have been involved in litigation, investigations, or
proceedings related to the business affairs of other companies. Please revise to discuss
the nature and the legal claims upon which such litigation, investigations, or
proceedings are based, and to evaluate the material related risks to you and your
investors.
Proposed Business, page 98
8.We note your disclosure regarding special purpose acquisition company business
combinations in which your management team has previously participated. For each
SPAC, clearly disclose any extensions and redemption levels in connection with any
extension and/or business combinations. For those SPACs that have completed a de-
SPAC transaction, disclose the current trading prices. See Item 1603(a)(3) of
Regulation S-K.

December 3, 2024
Page 3
Market Opportunity, page 102
9.We note your use of market and industry data in this section. Please update your
citations to include the names and dates of the third party studies or reports. To the
extent that you commissioned any of the third-party data that you cite, also file as an
exhibit the consent of such third party in accordance with Rule 436.
Management, page 129
10.Please include the information required by Item 401 of Regulation S-K.
Legal Matters, page 191
11.Please revise to identify counsel that will opine as to the rights being offered.
General
12.We note disclosure indicating that rights will trade on Nasdaq following the
separation of units, but also disclosure that solely refers to trading in, and provides
symbols for, shares and warrants. Please revise disclosure throughout your prospectus
as appropriate for consistency regarding whether rights will trade on Nasdaq,
including whether holders will need to own at least 20 units to be entitled to trade one
right upon separation.
13.Please revise your prospectus cover to disclose the information required by Item
1602(a)(3) of Regulation S-K. Revise disclosure within your prospectus pursuant to
Item 1603(a)(b) as appropriate to describe the terms of any arrangements or
agreements related to repayment of loans (including any promissory note), payment
for administrative services, reimbursement of expenses, and any other potential
sources of compensation to the sponsor, its affiliates, or promoters. In this regard, we
note disclosure regarding potential insider payments on page 31, as well as disclosure
within your related party transactions section. Ensure that summary disclosure
pursuant to Item 1602(b)(6) includes all such sources of compensation.
14.We note disclosure that deferred underwriting commissions will be reduced based on
amounts remaining in the trust account following redemptions in connection with the
consummation of your initial business combination. Please revise to clarify whether
underwriting commissions will be reduced following redemptions in connection with
any extension of your business combination deadline.
15.Describe, if applicable, the risk that if existing SPAC investors elect to redeem their
shares such that their redemptions would subject the SPAC to the stock
buyback excise tax, the remaining shareholders that did not elect to redeem may
economically bear the impact of the excise tax.
16.With a view toward disclosure, please tell us whether your sponsor is, is controlled
by, has any members who are, or has substantial ties with, a non-U.S. person.
Revise your existing risk factor disclosure relating to CFIUS on page 42 to
additionally address how this fact could impact your ability to complete your initial
business combination.

December 3, 2024
Page 4
17.Disclosure on page 40 indicates that you have identified a material weakness and have
ineffective internal control over financial reporting, while disclosure on page 95
indicates that you have not completed an assessment of internal controls. Please revise
to reconcile this apparent inconsistency.
            Please contact Heather Clark at 202-551-3624 or Hugh West at 202-551-3872 if you
have questions regarding comments on the financial statements and related matters. Please
contact Erin Donahue at 202-551-6063 or Jennifer Angelini at 202-551-3047 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing