SecProbe.io

CORRESP
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 filename1.htm

 Meshflow Acquisition Corp.

 406 N. Sangamon Street

 Chicago, Illinois 60642

 December 5, 2025

 VIA EDGAR

 Pamela Long

 Ruairi Regan

 Division of Corporation Finance

 Office of Real Estate & Construction

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, DC 20549-3233

 Re:
 Meshflow Acquisition Corp.

 Registration Statement on Form S-1

 Filed September 10, 2025, as amended

 File No. 333-290175

 Dear Ms. Long and Mr. Regan:

 Pursuant to Rule 461 of the
rules and regulations promulgated under the Securities Act of 1933, as amended, Meshflow Acquisition Corp. respectfully requests that
the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m. Eastern
Time on December 9, 2025, or as soon thereafter as practicable.

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

 [ Signature Page Follows ]

 Very truly yours,

 By:
 /s/ Bartosz Lipiński

 Name:
 Bartosz Lipiński

 Title:
 Chief Executive Officer, Chief Financial Officer and Chairman

 cc: Elliott Smith, Perkins Coie LLP

 [ Signature Page to Acceleration Request ]

CORRESP
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 December 5, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re: Meshflow Acquisition Corp.

 Registration Statement on Form S-1

 File No. 333-290175

 Ladies and Gentlemen:

 In accordance with Rule 461
under the Securities Act of 1933, as amended (the "Securities Act"), the undersigned, as representative of the underwriters
for the proposed public offering of units of Meshflow Acquisition Corp. (the "Company") pursuant to the above-referenced Registration
Statement, hereby joins in the request of the Company for acceleration of the effective date of the above-referenced Registration Statement
so that it becomes effective at 4:00 p.m., Eastern Time, on Tuesday, December 9, 2025, or as soon as possible thereafter.

 Pursuant to Rule 460 of the
General Rules and Regulations under the Securities Act, the undersigned advises 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,
in connection with the above-referenced proposed offering.

 [ Signature Page Follows ]

 Very truly yours,

 CANTOR FITZGERALD & CO.

 By:
 /s/ David Batalion

 Name:
 David Batalion

 Title:
 Managing Director, Investment Banking

 [ Signature Page to SEC Letter from Underwriters
Requesting Acceleration of Effectiveness ]

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

 T. +1.212.262.6900
 F. +1.212.977.1649
 perkinscoie.com

 November 19, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

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

 Attention:
 Howard Efron

 Mark Rakip

 Ruairi Regan

 Pamela Long

 Re:
 Meshflow
 Acquisition Corp.

 Registration
 Statement on Form S-1

 Submitted
 September 10, 2025

 File
 No. 333-290175

 Ladies and Gentlemen:

 On behalf of our client, Meshflow
Acquisition Corp., a Cayman Islands exempted company (the " Company "), we are writing to submit the Company's
responses to the comments of the staff of the Division of Corporation Finance of the United States Securities and Exchange Commission
(the " Staff ") with respect to the above-referenced Registration Statement on Form S-1 (the " Registration Statement "),
contained in the Staff's letter dated November 14, 2025 (the " Comment Letter ").

 The Company has filed via
EDGAR Amendment No. 1 to the Registration Statement (the " Amendment No. 1 "), which reflects the Company's responses
to the comments received by the Staff and certain updated information. For ease of reference, each comment contained in the Comment Letter
is printed below in bold and is followed by the Company's response. All page references in the responses set forth below refer to
page numbers in the Amendment No. 1. Capitalized terms used but not defined herein have the meanings set forth in the Amendment No. 1.

 Registration Statement on Form S-1 submitted
September 10, 2025

 Cover Page

 1. Please address on the cover page whether the exercise of the private warrants on a cashless basis may
result in a material dilution of the purchasers' equity interests. See Item 1602(a)(3) of Regulation S-K.

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

 Dilution, page 102

 2. We note you have depicted the payment of deferred underwriting commissions totaling $12 million under
each quartile redemption interval. Please tell us whether the payment of such deferred underwriting discounts is impacted by the redemptions
exercised by public shareholders wherein payment of deferred underwriting commissions would correspondingly decrease as redemptions increase.
If so, please tell us what consideration you gave to presenting differing payment levels for deferred underwriting commissions when presenting
the redemption scenarios within your dilution table.

 Response : The Company acknowledges
the comments of the Staff and has revised the disclosure on the cover page and pages 104 and 198 of Amendment No. 1.

 * * *

 United States Securities and Exchange Commission

 November 19, 2025

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

 Best regards,

 /s/ Perkins Coie LLP

 cc:
 Bartosz Lipinski, Meshflow Acquisition Corp.

November 14, 2025
Bartosz Lipinski
Chief Executive Officer
Meshflow Acquisition Corp
406 N. Sangamon Street
Chicago, Illinois 60642
Re:Meshflow Acquisition Corp
Registration Statement on Form S-1
Filed September 10, 2025
File No. 333-290175
Dear Bartosz Lipinski:
            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 September 10, 2025
Cover Page
1.Please address on the cover page whether the exercise of the private warrants on a
cashless basis may result in a material dilution of the purchasers' equity interests. See
Item 1602(a)(3) of Regulation S-K.

November 14, 2025
Page 2
Dilution, page 102
2.We note you have depicted the payment of deferred underwriting commissions
totaling $12 million under each quartile redemption interval.  Please tell us whether
the payment of such deferred underwriting discounts is impacted by the redemptions
exercised by public shareholders wherein payment of deferred underwriting
commissions would correspondingly decrease as redemptions increase.  If so, please
tell us what consideration you gave to presenting differing payment levels for deferred
underwriting commissions when presenting the redemption scenarios within your
dilution table.
            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 Mark Rakip at 202-551-3573 if you
have questions regarding comments on the financial statements and related matters. Please
contact Ruairi Regan at 202-551-3269 or Pamela Long at 202-551-3765 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Elliott Smith, Esq.