SecProbe.io

CORRESP
 1
 filename1.htm

 M3-BRIGADE ACQUISITION VI CORP.
1700 Broadway

 19th Floor
New York, New York 10019

 August 22, 2025

 VIA EDGAR

 Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

 Attention: Benjamin Holt and Pamela Long

 Re: M3-Brigade Acquisition VI Corp.
Registration Statement on Form S-1
Filed August 4, 2025, as amended

 File No. 333-289225

 Dear Ladies and Gentlemen:

 Pursuant to Rule 461 promulgated
under the Securities Act of 1933, as amended, we hereby respectfully request that the effective date of the above-referenced Registration
Statement on Form S-1 (the " Registration Statement ") of M3-Brigade Acquisition VI Corp. (the " Company ")
be accelerated to 4:30 p.m. Eastern Time on August 26, 2025, or as soon thereafter as may be practicable.

 We understand that the Staff
will consider this request as confirmation by the Company of its awareness of its responsibilities under the federal securities laws as
they relate to the issuance of the securities covered by the Registration Statement. If you have any questions regarding the foregoing,
please contact Raphael M. Russo of Paul, Weiss, Rifkind, Wharton & Garrison LLP at (212) 373-3309.

 * * * * *

 Very truly yours,

 By:
 /s/ Eric Greenhaus

 Name:
 Eric Greenhaus

 Title:
 Chief Financial Officer

 [ Signature Page to Acceleration Request-M3-Brigade
Acquisition VI Corp. ]

CORRESP
 1
 filename1.htm

 August 22, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Benjamin Holt

 Pamela Long

 Re: M3-Brigade Acquisition VI Corp.

 Registration Statement on Form S-1

 Filed August 4, 2025, as amended

 File No. 333-289225

 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 M3-Brigade Acquisition
VI 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. Eastern Time on August 26, 2025, or as soon thereafter as 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 Exchange Act of 1934, as amended.

 * * *

 [ Signature Page Follows ]

 Very truly yours,

 CANTOR FITZGERALD & CO.

 By :
 /s/ David batalion

 Name:
 David Batalion

 Title:
 Managing Director, Investment Banking

 [ Signature Page to UW Acceleration Request ]

CORRESP
 1
 filename1.htm

 Paul, Weiss, Rifkind, Wharton & Garrison
LLP
1285 Avenue of the Americas
New York, New York 10019

 August 18, 2025

 CONFIDENTIAL

 VIA EDGAR

 Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

 Attention:
 Benjamin Holt

 Pamela Long

 Division of Corporation Finance

 Office of Real Estate & Construction

 M3-Brigade Acquisition VI Corp.
Registration Statement on Form S-1
Filed on August 4, 2025
File No. 333-289225

 Ladies and Gentlemen:

 On behalf of our client, M3-Brigade
Acquisition VI Corp., a Cayman Islands exempted company (the " Company "), and pursuant to the applicable provisions
of the Securities Act of 1933, as amended (the " Securities Act "), and the rules and regulations promulgated
thereunder, we file in electronic form the accompanying Amendment No. 1 to Registration Statement on Form S-1 of the Company (the " Registration
Statement "), marked to indicate changes from the Registration Statement on Form S-1 which was filed with the Securities
and Exchange Commission (the " Commission ") on August 4, 2025.

 The Registration Statement
reflects the responses of the Company to the comments received from the Staff of the Commission (the " Staff ")
in a letter, dated August 14, 2025. For your convenience, references in the responses to the page numbers are to the marked version of
the Registration Statement and to the prospectus included therein.

 The Company has asked us to
convey the following as its response to the Staff:

 Cover Page

 1.
 We note your response to prior comments 2 and 4. As you have disclosed that there may be adjustments to the number of Class B shares at the time of the offering in connection with a change in the offering size pursuant to Rule 462(b), please address whether such adjustments may result in a material dilution of the purchasers' equity interests, as requested in prior comment 4.

 Response to Comment 1

 The Company acknowledges the
Staff's comment and has revised the Cover Page and pages 24, 102, and 172.

 Summary, page 1

 2.
 We acknowledge your response to prior comment 5. Where you discuss the support that each of M3 Partners and Brigade will provide, please expand your disclosure to clarify whether they will be paid any consideration in exchange for their support. Also clarify whether there is or will be any agreement or understanding pursuant to whichM3 Partners and Brigade are or will be committed to provide their services or the services of their officers, directors or employees to you. In this regard, we note the statement on the M3-Brigade website stating that neither M3 Partners nor Brigade is a sponsor or manager of any of the M3-Brigade SPACs and neither shall have responsibility or liability with respect to M3-Brigade SPACs.

 Response to Comment 2

 The Company acknowledges the
Staff's comment and has revised the disclosure for clarity. Please see pages 2, 3, 4, 94, 112, and 113.

 3.
 We note your disclosure on page 18 that you may approve an amendment or waiver of the letter agreement that would allow the sponsor to directly, or members of your sponsor to indirectly, transfer founder shares and private placement warrants or membership interests in your sponsor in a transaction in which the sponsor removes itself as your sponsor before identifying a business combination. Please clarify whether M3 Partners and Brigade would be expected or required to continue to offer their services in support of an initial business combination in the event of the sponsor's removal. Please also add risk factor disclosure as appropriate.

 Response to Comment 3

 The Company acknowledges the
Staff's comment and has revised the disclosure for clarity. Please see pages 18, 81, and 127.

 4.
 We note your response to prior comment 6 that M3 Partners and Brigade may be affiliates or promoters. Please revise the discussion on pages 2 and 112 of the prior SPAC experience of the team that organized each of the Prior SPACs to clarify whether M3 Partners and Brigade provided or continue to provide support and services to the Prior SPACs similar to what they will provide to you. Regarding the Fifth SPAC, please clarify whether M3 Partners and Brigade continued in this capacity after the sponsor sold its interest to an unaffiliated third party. We note your disclosure that Mr. Meghji and Mr. Perkal continue to serve on the board of directors of Fifth SPAC. Please see Item 1603(a)(3) of Regulation S-K.

 Response to Comment 4

 The Company acknowledges the
Staff's comment and has revised the disclosure for clarity. Please see pages 2 and 112.

 * * * * *

 2

 Any questions or notifications
with respect to this letter should be directed to the undersigned at (212) 373-3309.

 Very truly yours,

 /s/ Raphael M. Russo

 Raphael M. Russo, Esq.

 cc:
 Paul, Weiss, Rifkind, Wharton & Garrison LLP

 David A. Huntington

 M3-Brigade Acquisition VI Corp.

 Mohsin Meghji

 Charles Garner

 Matthew Perkal

 Ellenoff Grossman & Schole LLP

 Douglas Ellenoff

 Stuart Neuhauser

 3

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 14, 2025

Mohsin Y. Meghji
Executive Chairman
M3-Brigade Acquisition VI Corp.
1700 Broadway 19th Floor
New York, NY 10019

 Re: M3-Brigade Acquisition VI Corp.
 Registration Statement on Form S-1
 Filed August 4, 2025
 File No. 333-289225
Dear Mohsin Y. Meghji:

 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 July 29,
2025 letter.

Registration Statement on Form S-1 filed August 4, 2025
Cover page

1. We note your response to prior comments 2 and 4. As you have disclosed
that there
 may be adjustments to the number of Class B shares at the time of the
offering in
 connection with a change in the offering size pursuant to Rule 462(b),
please address
 whether such adjustments may result in a material dilution of the
purchasers' equity
 interests, as requested in prior comment 4.
Summary, page 1

2. We acknowledge your response to prior comment 5. Where you discuss the
support
 that each of M3 Partners and Brigade will provide, please expand your
disclosure to
 clarify whether they will be paid any consideration in exchange for
their support. Also
 clarify whether there is or will be any agreement or understanding
pursuant to which
 August 14, 2025
Page 2

 M3 Partners and Brigade are or will be committed to provide their
services or the
 services of their officers, directors or employees to you. In this
regard, we note the
 statement on the M3-Brigade website stating that neither M3 Partners nor
Brigade is a
 sponsor or manager of any of the M3-Brigade SPACs and neither shall have
 responsibility or liability with respect to M3-Brigade SPACs.
3. We note your disclosure on page 18 that you may approve an amendment or
waiver of
 the letter agreement that would allow the sponsor to directly, or
members of your
 sponsor to indirectly, transfer founder shares and private placement
warrants or
 membership interests in your sponsor in a transaction in which the
sponsor removes
 itself as your sponsor before identifying a business combination. Please
clarify
 whether M3 Partners and Brigade would be expected or required to
continue to offer
 their services in support of an initial business combination in the
event of the
 sponsor's removal. Please also add risk factor disclosure as
appropriate.
4. We note your response to prior comment 6 that M3 Partners and Brigade
may be
 affiliates or promoters. Please revise the discussion on pages 2 and 112
of the prior
 SPAC experience of the team that organized each of the Prior SPACs to
clarify
 whether M3 Partners and Brigade provided or continue to provide support
and
 services to the Prior SPACs similar to what they will provide to you.
Regarding the
 Fifth SPAC, please clarify whether M3 Partners and Brigade continued in
this
 capacity after the sponsor sold its interest to an unaffiliated third
party. We note your
 disclosure that Mr. Meghji and Mr. Perkal continue to serve on the board
of directors
 of Fifth SPAC. Please see Item 1603(a)(3) of Regulation S-K.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Peter McPhun at 202-551-3581 or Jennifer Monick at
202-551-3295 if
you have questions regarding comments on the financial statements and related
matters.
Please contact Benjamin Holt at 202-551-6614 or Pamela Long at 202-551-3765
with any
other questions.

 Sincerely,

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

CORRESP
 1
 filename1.htm

 Paul, Weiss, Rifkind, Wharton & Garrison
LLP
1285 Avenue of the Americas
New York, New York 10019

 August 4, 2025

 CONFIDENTIAL

 VIA EDGAR

 Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

 Attention:
 Benjamin Holt

 Pamela Long

 Division of Corporation Finance

 Office of Real Estate & Construction

 M3-Brigade Acquisition VI Corp.
Draft Registration Statement on Form S-1
Confidentially Submitted on July 2, 2025
CIK No. 0002073928

 Ladies and Gentlemen:

 On behalf of our client, M3-Brigade
Acquisition VI Corp., a Cayman Islands exempted company (the " Company "), and pursuant to the applicable provisions
of the Securities Act of 1933, as amended (the " Securities Act "), and the rules and regulations promulgated
thereunder, we file in electronic form the accompanying Registration Statement on Form S-1 of the Company (the " Registration
Statement "), marked to indicate changes from the Draft Registration Statement on Form S-1 which was confidentially submitted
to the Securities and Exchange Commission (the " Commission ") on July 2, 2025.

 The Registration Statement
reflects the responses of the Company to the comments received from the Staff of the Commission (the " Staff ")
in a letter, dated July 29, 2025. For your convenience, references in the responses to the page numbers are to the marked version of the
Registration Statement and to the prospectus included therein.

 The Company has asked us to
convey the following as its response to the Staff:

 Cover Page

 If there are limitations on redemptions,
cover page

 1.
 Please revise to disclose whether redemptions will be subject to any limitations, such as the limitation on redemption rights of shareholders holding 15% or more of the shares sold in this offering, as you discuss on page 39 and elsewhere. See Item 1602(a)(2) of Regulation S-K.

 Response to Comment 1

 The Company acknowledges the
Staff's comment and has revised the Cover Page accordingly.

 Potential adjustment to the number of Class
B ordinary shares held by the sponsor, cover page

 2.
 We note your disclosure on page 23 that if you increase or decrease the size of the offering, you will take steps to maintain the ownership of founder shares by your initial shareholders at 20% of your issued and outstanding ordinary shares upon the consummation of this offering. Please revise the cover page to address this potential adjustment to the number of Class B ordinary shares held by the sponsor and any other holders of your founder shares.

 Response to Comment 2

 The Company acknowledges the
Staff's comment and has revised the Cover Page accordingly.

 Disclosure of potential adjustments to Class
A Shares and compensation by the SPAC sponsor and related parties, cover page

 3.
 Where you discuss the Class B ordinary shares owned by your sponsor, please expand to describe the potential adjustments to the one-to-one conversion and the amount of Class A shares your sponsor may receive, and provide all of the information required by Item 1602(a)(3) of Regulation S-K with respect to the amount of compensation and other securities received or to be received by the SPAC sponsor, its affiliates, and promoters. In this regard, we note disclosure elsewhere regarding the repayment of up to $300,000 of loans to cover offering related and organizational expenses and the repayment and possible conversion to warrants of up to $1,500,000 of working capital loans. Also state the price at which the sponsor acquired the founder shares. Finally, please provide a cross-reference, highlighted by prominent type or in another manner, to the locations of related disclosures in the prospectus.

 Response to Comment 3

 The Company acknowledges the
Staff's comment and has revised the Cover Page accordingly.

 If there will be material dilution, cover
page

 4.
 Where you discuss material dilution to your public shareholders, please expand to state whether the cashless exercise of the private placement warrants, the conversion of the working capital loans into warrants, and any other adjustments to the number of Class B shares at the time of the offering or initial business combination may result in a material dilution of the purchasers' equity interests. See Item 1602(a)(3) of Regulation S-K.

 Response to Comment 4

 The Company acknowledges the
Staff's comment and has revised the Cover Page accordingly.

 2

 Summary

 Filing exhibits related to M3 Partners and
Brigade in pursuit of the business combination, page 1

 5.
 Please file as exhibits any agreements or contracts related to the support M3 Partners and Brigade have agreed to provide to you in your pursuit of an initial business combination, as you discuss on pages 3-4 and 110-111. See Item 601(b)(10) of Regulation S-K.

 Response to Comment 5

 The Company acknowledges the
Staff's comment and has revised the disclosure for clarity. Please see pages 2, 3, 94, 112 and 113.

 Whether M3 Partners and Brigade are affiliates
or promoters of sponsor, page 1

 6.
 Please provide an analysis as to whether M3 Partners and Brigade are affiliates of the sponsor or are promoters, each within the meaning of Securities Act Rule 405. If so, please provide related conflicts of interest disclosures on the cover page and in the summary pursuant to Items 1602(a)(5) and (b)(7) of Regulation S-K.

 Response to Comment 6

 The Company acknowledges the
Staff's comment and understands that M3 Partners and Brigade may be affiliates or promotors. The Company has revised the Cover Page
and Summary section accordingly.

 Limitations on extensions, page 1

 7.
 Please expand your disclosure on pages 10 or 30, as appropriate, to describe any limitations on extensions, including the number of times. See Item 1602(b)(4) of Regulation S-K.

 Response to Comment 7

 The Company acknowledges the
Staff's comment and has revised the disclosure accordingly. Please see pages 11, 31, 54, 101 and 162.

 Plans on additional financings, page 1

 8.
 Please revise to describe any plans to seek additional financings and how the terms of additional financings may impact unaffiliated security holders. See Item 1602(b)(5) of Regulation S-K.

 Response to Comment 8

 The Company acknowledges the
Staff's comment and has revised the disclosure accordingly. Please see page 12.

 3

 Potential of material dilution from working
capital loan conversion into warrants, page 1

 9.
 Please expand your disclosure outside of the table on page 13 to describe the extent to which the conversion of working capital loans into warrants may result in a material dilution of the purchasers' equity interests. See Item 1602(b)(6) of Regulation S-K.

 Response to Comment 9

 In response to the Staff's
Comment, we have revised the disclosure accordingly. Please see pages 15 and 123.

 Conflict of interest disclosures related
to payments to sponsor, officers, directors and affiliates, page 1

 10.
 Please expand your disclosure on pages 42-43 to also describe conflicts of interest relating to payments to your sponsor, officers or directors, or your or their affiliates for services rendered prior to or in connection with the consummation of your initial business combination, as referenced on page 41. See Item 1602(b)(7) of Regulation S-K.

 Response to Comment 10

 The Company acknowledges the
Staff's comment and has revised the disclosure accordingly. Please see pages 43 and 44.

 Comporting with Nasdaq listing rules, page
29

 11.
 We note the disclosure in this section and elsewhere that the proceeds in the trust account will not be released until "(i) the completion of our initial business combination or an earlier redemption in connection with the commencement of the procedures to consummate the initial business combination if we determine it is desirable to facilitate the completion of the initial business combination." We also note that Nasdaq Rule IM-5101-2(a) states that "[a]t least 90% of the gross proceeds from the initial public offering . . . must be deposited in a trust account maintained by an independent trustee . . . ." It is unclear how the release of funds earlier than the consummation of the initial business combination would comport with this listing standard. Please revise for consistency with the Nasdaq Listing Rules.

 Response to Comment 11

 The Company acknowledges the
Staff's comment and has revised the disclosure for clarity. Please see pages 25, 31, 36, 40, 45, 133, 155, 164, 166, F-8 and F-14.

 Calculation of working capital as adjusted,
page 44

 12.
 Please revise note (1) to the table on page 44 to more accurately describe the calculation of working capital as adjusted, or advise.

 Response to Comment 12

 The Company acknowledges the
Staff's comment and has revised the disclosure to more accurately describe the calculation of working capital, as adjusted. Please
see page 46.

 4

 Involvement in other special purpose acquisition
companies, page 110

 13.
 Please expand to describe the extent to which the SPAC sponsor, its affiliates, and the promoters are involved in other special purpose acquisition companies, including the Fifth SPAC. In this regard, we note your disclosure here that the sponsor of the Fifth SPAC elected to sell its interest in the Fifth SPAC to an unaffiliated third party. However, we also note your tabular disclosure on pages 152-153, which indicates that certain of your officers and directors currently serve on the board of the Fifth SPAC. See Item 1603(a)(3) of Regulation S-K.

 Response to Comment 13

 The Company acknowledges the
Staff's comment and has revised the disclosure accordingly. Please see pages 2 and 112.

 Founder shares allocated to independent
directors and officers, page 148

 14.
 Please revise to disclose, as applicable, the founder shares allocated to your independent directors and officers, as you discuss on page 12 and elsewhere. See Item 402, paragraphs (m) through (r), of Regulation S-K.

 Response to Comment 14

 The Company acknowledges the
Staff's comment and has revised to disclose the indirect interests in the founder shares that will be allocated to the Company's
independent directors. Please see pages 13, 122, 151, 155 and 158.

 * * * * *

 5

 Any questions or notifications
with respect to this letter should be directed to the undersigned at (212) 373-3309.

 Very truly yours,

 /s/ Raphael M. Russo

 Raphael M. Russo, Esq.

 cc:
 Paul, Weiss, Rifkind, Wharton & Garrison LLP

 David A. Huntington

 M3-Brigade Acquisition VI Corp.

 Mohsin Meghji

 Charles Garner

 Matthew Perkal

 Ellenoff Grossman & Schole LLP

 Douglas Ellenoff

 Stuart Neuhauser

 6

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

Mohsin Y. Meghji
Executive Chairman
M3-Brigade Acquisition VI Corp.
1700 Broadway 19th Floor
New York, NY 10019

 Re: M3-Brigade Acquisition VI Corp.
 Draft Registration Statement on Form S-1
 Submitted July 2, 2025
 CIK No. 0002073928
Dear Mohsin Y. Meghji:

 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 July 2, 2025
Cover Page

1. Please revise to disclose whether redemptions will be subject to any
limitations, such
 as the limitation on redemption rights of shareholders holding 15% or
more of the
 shares sold in this offering, as you discuss on page 39 and elsewhere.
See Item
 1602(a)(2) of Regulation S-K.
2. We note your disclosure on page 23 that if you increase or decrease the
size of the
 offering, you will take steps to maintain the ownership of founder
shares by your
 initial shareholders at 20% of your issued and outstanding ordinary
shares upon the
 consummation of this offering. Please revise the cover page to address
this potential
 adjustment to the number of Class B ordinary shares held by the sponsor
and any
 other holders of your founder shares.
 July 29, 2025
Page 2

3. Where you discuss the Class B ordinary shares owned by your sponsor,
please expand
 to describe the potential adjustments to the one-to-one conversion and
the amount of
 Class A shares your sponsor may receive, and provide all of the
information required
 by Item 1602(a)(3) of Regulation S-K with respect to the amount of
compensation and
 other securities received or to be received by the SPAC sponsor, its
affiliates, and
 promoters. In this regard, we note disclosure elsewhere regarding the
repayment of up
 to $300,000 of loans to cover offering related and organizational
expenses and the
 repayment and possible conversion to warrants of up to $1,500,000 of
working capital
 loans. Also state the price at which the sponsor acquired the founder
shares. Finally,
 please provide a cross-reference, highlighted by prominent type or in
another manner,
 to the locations of related disclosures in the prospectus.
4. Where you discuss material dilution to your public shareholders, please
expand to
 state whether the cashless exercise of the private placement warrants,
the conversion
 of the working capital loans into warrants, and any other adjustments to
the number of
 Class B shares at the time of the offering or initial business
combination may result in
 a material dilution of the purchasers' equity interests. See Item
1602(a)(3) of
 Regulation S-K.
Summary, page 1

5. Please file as exhibits any agreements or contracts related to the
support M3 Partners
 and Brigade have agreed to provide to you in your pursuit of an initial
business
 combination, as you discuss on pages 3-4 and 110-111. See Item
601(b)(10) of
 Regulation S-K.
6. Please provide an analysis as to whether M3 Partners and Brigade are
affiliates of the
 sponsor or are promoters, each within the meaning of Securities Act Rule
405. If so,
 please provide related conflicts of interest disclosures on the cover
page and in
 the summary pursuant to Items 1602(a)(5) and (b)(7) of Regulation S-K.
7. Please expand your disclosure on pages 10 or 30, as appropriate, to
describe any
 limitations on extensions, including the number of times. See Item
1602(b)(4) of
 Regulation S-K.
8. Please revise to describe any plans to seek additional financings and
how the terms of
 additional financings may impact unaffiliated security holders. See Item
1602(b)(5) of
 Regulation S-K.
9. Please expand your disclosure outside of the table on page 13 to
describe the extent to
 which the conversion of working capital loans into warrants may result
in a material
 dilution of the purchasers' equity interests. See Item 1602(b)(6) of
Regulation S-K.
10. Please expand your disclosure on pages 42-43 to also describe conflicts
of interest
 relating to payments to your sponsor, officers or directors, or your or
their affiliates
 for services rendered prior to or in connection with the consummation of
your initial
 business combination, as referenced on page 41. See Item 1602(b)(7) of
Regulation S-
 K.
Proceeds to be held in trust account, page 29
 July 29, 2025
Page 3

11. We note the disclosure in this section and elsewhere that the proceeds
in the trust
 account will not be released until "(i) the completion of our initial
business
 combination or an earlier redemption in connection with the commencement
of the
 procedures to consummate the initial business combination if we
determine it is
 desirable to facilitate the completion of the initial business
combination." We also
 note that Nasdaq Rule IM-5101-2(a) states that "[a]t least 90% of the
gross proceeds
 from the initial public offering . . . must be deposited in a trust
account maintained by
 an independent trustee . . . ." It is unclear how the release of funds
earlier than the
 consummation of the initial business combination would comport with this
listing
 standard. Please revise for consistency with the Nasdaq Listing Rules.
Summary Financial Data, page 44

12. Please revise note (1) to the table on page 44 to more accurately
describe the
 calculation of working capital as adjusted, or advise.
Proposed Business, page 110

13. Please expand to describe the extent to which the SPAC sponsor, its
affiliates, and the
 promoters are involved in other special purpose acquisition companies,
including the
 Fifth SPAC. In this regard, we note your disclosure here that the
sponsor of the Fifth
 SPAC elected to sell its interest in the Fifth SPAC to an unaffiliated
third party.
 However, we also note your tabular disclosure on pages 152-153, which
indicates that
 certain of your officers and directors currently serve on the board of
the Fifth SPAC.
 See Item 1603(a)(3) of Regulation S-K.
Management
Executive Officer and Director Compensation, page 148

14. Please revise to disclose, as applicable, the founder shares allocated
to your
 independent directors and officers, as you discuss on page 12 and
elsewhere. See Item
 402, paragraphs (m) through (r), of Regulation S-K.
 Please contact Peter McPhun at 202-551-3581 or Jennifer Monick at
202-551-3295 if
you have questions regarding comments on the financial statements and related
matters.
Please contact Benjamin Holt at 202-551-6614 or Pamela Long at 202-551-3765
with any
other questions.

 Sincerely,

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