SecProbe.io

CORRESP
 1
 filename1.htm

 August 7, 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. 20549-3561

 Re: Mckinley Acquisition Corporation

 Registration Statement
on Form S-1, as amended (File No. 333- 288439)

 Ladies and Gentlemen:

 In accordance with
Rule 461 under the Securities Act of 1933, as amended (the " Act "), Clear Street LLC, as the underwriter, hereby
joins Mckinley Acquisition Corporation in requesting that the Securities and Exchange Commission take appropriate action to cause the
Registration Statement on Form S-1 (File No. 333- 288439) (the " Registration Statement ") to become effective
on August 11, 2025, at 4:30 p.m., Eastern Standard Time, or as soon as practicable thereafter.

 Pursuant to Rule
460 under the Act, please be advised that we will take reasonable steps to secure adequate distribution of the preliminary prospectus
to underwriters, dealers, institutions and others, prior to the requested effective time of the Registration Statement.

 The undersigned
advises that it will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, to the extent
applicable.

 [ Signature Page Follows ]

 Very truly yours,

 CLEAR STREET LLC

 By:
 /s/ Ryan Gerety

 Name:
 Ryan Gerety

 Title:
 Managing Director

 Mckinley Acquisition Corporation – Underwriter's
Acceleration Request Letter

CORRESP
 1
 filename1.htm

 McKinley Acquisition Corporation

 75 Second Ave., Suite 605
Needham, MA 02494
617-671-5148

 August 7, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Finance

 Washington, D.C. 20549

 RE :
 McKinley Acquisition Corporation (the "Company")

 Registration Statement on Form S-1, as amended
 (File No. 333-288439) (the "Registration Statement")
 Request for Acceleration of Effective Date

 Ladies and Gentleman:

 In accordance with Rule 461
under the Securities Act of 1933, as amended (the "Act"), the Company requests that the Securities and Exchange Commission
take appropriate action to cause the Registration Statement to become effective on August 11, 2025 at 4:30 p.m., Eastern Time, or as soon
as practicable thereafter, or at such later time as the Company or its counsel may request via telephone call to the staff. In making
this acceleration request, the Company acknowledges that it is aware of its obligations under the Act.

 Very truly yours,

McKinley Acquisition Corporation

 By:
 /s/ Peter Wright

 Name:
 Peter Wright

 Title:
 Chief Executive Officer

 cc:
 Giovanni Caruso, Esq., Loeb & Loeb LLP

CORRESP
 1
 filename1.htm

 August 6, 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

 Re: Mckinley Acquisition Corporation

 Registration Statement on Form S-1, as amended
(File No. 333- 288439)

 Ladies and Gentlemen,

 On August 4, 2025, Clear Street
LLC, as the representative of the several underwriters, joined in the request of Mckinley Acquisition Corporation that the effective date
of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:30 p.m. ET on August 6,
2025, or as soon as thereafter practicable. We hereby withdraw our request until further notice.

 * * *

 [ Signature Page Follows ]

 Very truly yours,

 CLEAR STREET LLC

 By:
 /s/ Ryan Gerety

 Name:
 Ryan Gerety

 Title:
 Managing Director

 [ Signature Page to UW Acceleration Request ]

CORRESP
 1
 filename1.htm

 McKinley Acquisition Corporation

 75 Second Avenue, Suite 605
Needham, MA 02494

 August 5, 2025

 VIA EDGAR

 Division of Corporation Finance

 U.S. Securities & Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

 RE:

 McKinley Acquisition Corporation
 Registration Statement on Form S-1, as amended
 Filed June 30, 2025
 File No. 333-288439 (the "Registration Statement")

 Withdrawal of Request for Acceleration of Effective Date

 Ladies and Gentlemen:

 Reference is made to our letter
filed as correspondence via EDGAR on August 4, 2025 in which we requested the acceleration of the effective date of the above-referenced
Registration Statement for August 6, 2025, at 4:30 p.m. Eastern Time, in accordance with Rule 461 under the Securities
Act of 1933, as amended. We are no longer requesting that such Registration Statement be declared effective at this time and we hereby
formally withdraw our request for acceleration of the effective date.

 Very truly yours,

 McKinley Acquisition Corporation

 By:
 /s/ Peter Wright

 Name:
 Peter Wright

 Title:
 Chief Executive Officer

CORRESP
 1
 filename1.htm

 McKinley Acquisition Corporation

 75 Second Ave., Suite 605
Needham, MA 02494
617-671-5148

 August 4, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Finance

 Washington, D.C. 20549

 RE :
 McKinley Acquisition Corporation (the "Company")

 Registration Statement on Form S-1, as amended
 (File No. 333-288439) (the "Registration Statement")
 Request for Acceleration of Effective Date

 Ladies and Gentleman:

 In accordance with Rule 461
under the Securities Act of 1933, as amended (the "Act"), the Company requests that the Securities and Exchange Commission
take appropriate action to cause the Registration Statement to become effective on August 6, 2025 at 4:30 p.m., Eastern Time, or as soon
as practicable thereafter, or at such later time as the Company or its counsel may request via telephone call to the staff. In making
this acceleration request, the Company acknowledges that it is aware of its obligations under the Act.

 Very truly yours,

McKinley Acquisition Corporation

 By:
 /s/ Peter Wright

 Name:
 Peter Wright

 Title:
 Chief Executive Officer

 cc:
 Giovanni Caruso, Esq., Loeb & Loeb LLP

CORRESP
 1
 filename1.htm

 August 4, 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. 20549-3561

 Re:
 Mckinley Acquisition Corporation

 Registration Statement on Form S-1, as amended (File No. 333- 288439)

 Ladies and Gentlemen:

 In accordance with
Rule 461 under the Securities Act of 1933, as amended (the “ Act ”), Clear Street LLC, as the underwriter, hereby
joins Mckinley Acquisition Corporation in requesting that the Securities and Exchange Commission take appropriate action to cause the
Registration Statement on Form S-1 (File No. 333- 288439) (the “ Registration Statement ”) to become effective
on August 6, 2025, at 4:30 p.m., Eastern Standard Time, or as soon as practicable thereafter.

 Pursuant to Rule
460 under the Act, please be advised that we will take reasonable steps to secure adequate distribution of the preliminary prospectus
to underwriters, dealers, institutions and others, prior to the requested effective time of the Registration Statement.

 The undersigned
advises that it will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, to the extent
applicable.

 [ Signature Page Follows ]

 Very truly yours,

 CLEAR STREET LLC

 By:
 /s/ Ryan Gerety

 Name:
 Ryan Gerety

 Title:
 Managing Director

 Mckinley Acquisition Corporation – Underwriter’s
Acceleration Request Letter

CORRESP
 1
 filename1.htm

 Loeb
 & Loeb LLP

 345
 Park Avenue
 New York, NY 10154
 Main
 212.407.4000
 Fax 212.407.4990

 Via
Edgar

 July
25, 2025

 Benjamin
Holt and Isabel Rivera
U.S. Securities & Exchange Commission
100 F Street, NE
Washington, D.C. 20549

 Re:
 McKinley
 Acquisition Corporation
 Registration Statement on Form S-1
 Filed
 June 30, 2025
 File
 No. 333-288439

 Dear
Mr. Holt and Ms. Rivera:

 On
behalf of our client, McKinley Acquisition Corporation (the " Company "), we hereby provide a response to the
comments issued in a letter dated July 9, 2025 (the " Staff's Letter ") regarding the Company's Registration
Statement on Form S-1, filed June 30, 2025 (File No. 333-288439)(the " Registration Statement ". Contemporaneously,
we are filing a Amendment No. 1 to the Registration Statement via Edgar (the " Amendment No. 1 ").

 In
order to facilitate the review by the staff of the Securities and Exchange Commission (the " Staff ") of the
Amendment No. 1, we have responded, on behalf of the Company, to the comment set forth in the Staff's Letter. The numbered paragraph
set forth below responds to the Staff's comment and corresponds to the numbered paragraph in the Staff's Letter.

 Registration
Statement on Form S-1 filed June 30, 2025

 Exhibits

 1. Please
 revise Exhibit 10.2 for consistency with the Nasdaq Listing Rules. More specifically, we
 note that the form trust account termination letter attached as Exhibit A to the Investment
 Management Trust Agreement filed as Exhibit 10.2 states that "[o]n the Consummation
 Date (i) counsel for the Company shall deliver to you written notification that the Business
 Combination has been consummated, or will be consummated substantially, concurrently with
 your transfer of funds . . . ." However, Nasdaq Listing 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.

 RESPONSE :
Exhibit A of Exhibit 10.2 of the Registration Statement has been revised to address the Staff's comment.

 Please
call me at 212 407-4866 if you would like additional information with respect to any of the foregoing. Thank you.

 Sincerely,

 /s/
 Giovanni Caruso

 Giovanni
 Caruso

 Partner

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

Peter Wright
Chief Executive Officer
McKinley Acquisition Corporation
75 Second Ave., Suite 605
Needham, MA 02494

 Re: McKinley Acquisition Corporation
 Registration Statement on Form S-1
 Filed June 30, 2025
 File No. 333-288439
Dear Peter Wright:

 We have reviewed your registration statement and have the following
comment.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-1 filed June 30, 2025
Exhibits

1. Please revise Exhibit 10.2 for consistency with the Nasdaq Listing
Rules. More
 specifically, we note that the form trust account termination letter
attached as Exhibit
 A to the Investment Management Trust Agreement filed as Exhibit 10.2
states that
 "[o]n the Consummation Date (i) counsel for the Company shall deliver to
you written
 notification that the Business Combination has been consummated, or will
be
 consummated substantially, concurrently with your transfer of funds . .
. ." However,
 Nasdaq Listing 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.
 July 9, 2025
Page 2

 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 Frank Knapp at 202-551-3805 or Mark Rakip at 202-551-3573
if you
have questions regarding comments on the financial statements and related
matters. Please
contact Benjamin Holt at 202-551-6614 or Isabel Rivera at 202-551-3518 with any
other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Giovanni Caruso
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Loeb & Loeb LLP

 345 Park Avenue
 New York, NY 10154
 Main 212.407.4000
 Fax 212.407.4990

 Via Edgar

 June 30, 2025

 Benjamin Holt and Isabel Rivera
U.S. Securities & Exchange Commission
100 F Street, NE
Washington, D.C. 20549

 Re:

 McKinley Acquisition Corporation
 Amendment No. 1 to Draft Registration Statement on Form S-1
 Submitted June 17, 2025
 CIK No. 0002067592

 Dear Mr. Holt and Ms. Rivera:

 On behalf of our client, McKinley Acquisition Corporation
(the " Company "), we hereby provide a response to the comments issued in a letter dated June 24, 2025 (the " Staff's
Letter ") regarding the Company's Amendment No. 1 to Draft Registration Statement on Form S-1 (the " Registration
Statement ". Contemporaneously, we are filing a revised Registration Statement via Edgar (the " Amendment No.
2 ").

 In order to facilitate the review by the staff
of the Securities and Exchange Commission (the " Staff ") of the Amendment No. 2, 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.

 Amendment No. 1 to Draft Registration Statement on Form S-1 submitted
June 17, 2025

 Summary

 Initial Business Combination, page
11

 1.

 We acknowledge your response to prior comment 5. However, you continue
 to state on page 13 that you would have priority over any subsequently formed SPACs, which is inconsistent with your statement on page
 74 that your sponsor, officers and directors have complete discretion as to which blank check company they choose to pursue a business
 combination and the order in which they pursue business combinations for any of their existing or future blank check companies. Please
 revise
 or advise.

 RESPONSE: The Company acknowledges
the Staff's comment and has revised the disclosure on pages 13, 38, 114 and 146 of Amendment No. 1 to be consistent with the
disclosure elsewhere in the Registration Statement.

 Financial Statements

 Statement of Cash Flows, page F-6

 2.
 We note your response to prior comment 16 and the removal of the supplemental disclosure of non-cash investing and financing activities for both the issuance of Class B ordinary shares, as well as promissory note - related party. Your amended disclosure now reflects that these activities represent the issuance of financial instruments in exchange for cash and not prepaid assets. Given your disclosure elsewhere indicating that your liquidity needs have been satisfied in part "through $25,000 paid by the sponsor[,]" tell us how you determined such activities are cash related activities within the statement of cash flows, rather than included in the supplemental disclosure only as non-cash financing activities consistent with ASC 230-10-45-1 and -50-4 guidance. Please advise and revise as necessary.

 RESPONSE: The Company acknowledges the Staff's comment,
and after having reviewed the guidance under ASC 230-10-45-1 and ASC 230-10-50-4, determined that including the activity as cash related
activities within the statement of cash flows, rather than inclusion in the supplemental disclosure only as non-cash financing activities,
is appropriate under the concept of constructive receipt and disbursement. Additionally, the examples of noncash investing and financing
transactions listed in ASC 230-10-50-4 are not consistent with the Company's circumstances. When an entity enters into arrangements where
cash is received or disbursed by another party on behalf of the entity, even though an entity may not directly exchange cash, the same
economic results may be achieved and therefore in substance represent constructive receipt and disbursement. ASC 230 does not specifically
address this concept, but interpretive guidance from Deloitte, PwC, KPMG, and EY state that judgment is required and an entity may still
need to report corresponding constructive receipt and disbursement as cash flows in instances where the same economic results are obtained
as if an exchange of currency or an entry into its cash account had occurred.

 The following is interpretive guidance provided in Chapter
7.2 Constructive Receipt and Disbursement of Deloitte's Roadmap: Statement of Cash Flows:

 "An entity may enter into arrangements in which cash
is received by or disbursed to another party on behalf of the entity. Although these arrangements may not result in a direct exchange
of cash to or from the entity, the same economic result is achieved if cash is received by or disbursed to the entity directly (i.e.,
constructive receipt and constructive disbursement, respectively). Consequently, it is often difficult to determine whether the entity
should report these cash flows in its statement of cash flows."

 The application of a payment for a vendor retainer, recorded
as a prepaid expense, paid by the Sponsor on behalf of the Company in lieu of a $25,000 cash purchase of the Class B ordinary shares,
in substance, achieves the same economic result as a $25,000 cash receipt by the Company and a $25,000 cash disbursement to pay for the
vendor retainer. Despite the Company not being directly involved in the cash exchange, we determined the corresponding receipt and disbursement
should be presented as cash flows as it meets the concept of a constructive receipt and disbursement given the transaction achieves the
same economic results as if cash had been exchanged through the Company. The transaction was structured in this manner for convenience
to expedite vendor payments while the Company's bank account was being opened so that work could commence immediately on the proposed
public offering.

 Similarly, payments for vendor retainers, recorded as prepaid
expenses, paid by the Sponsor on behalf of the Company, in substance, achieved the same economic result as $45,000 cash receipts from
proceeds on the Promissory Note and $45,000 cash disbursements to pay for the vendor retainers. Despite the Company not being directly
involved in the cash exchange, we determined the corresponding receipts and disbursements should be presented as cash flows as they meet
the concept of constructive receipts and disbursements given the transaction achieves the same economic results as if the cash had been
exchanged through the Company. The transactions were structured in this manner for convenience to expedite vendor payments while the Company's
bank account was being opened so that work could commence immediately on the proposed public offering.

 Please call me at 212 407-4866 if you would like
additional information with respect to any of the foregoing. Thank you.

 Sincerely,

 /s/ Giovanni Caruso

 Giovanni Caruso

 Partner

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 24, 2025

Peter Wright
Chief Executive Officer
McKinley Acquisition Corporation
75 Second Ave., Suite 605
Needham, MA 02494

 Re: McKinley Acquisition Corporation
 Amendment No. 1 to Draft Registration Statement on Form S-1
 Submitted June 17, 2025
 CIK No. 0002067592
Dear Peter Wright:

 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 June 5, 2025 letter.

Amendment No. 1 to Draft Registration Statement on Form S-1 submitted June 17,
2025
Summary
Initial Business Combination, page 11

1. We acknowledge your response to prior comment 5. However, you continue
to state
 on page 13 that you would have priority over any subsequently formed
SPACs, which
 is inconsistent with your statement on page 74 that your sponsor,
officers and
 directors have complete discretion as to which blank check company they
choose to
 pursue a business combination and the order in which they pursue
business
 combinations for any of their existing or future blank check companies.
Please revise
 or advise.
 June 24, 2025
Page 2

Financial Statements
Statement of Cash Flows, page F-6

2. We note your response to prior comment 16 and the removal of the
supplemental
 disclosure of non-cash investing and financing activities for both the
issuance of Class
 B ordinary shares, as well as promissory note - related party. Your
amended
 disclosure now reflects that these activities represent the issuance of
financial
 instruments in exchange for cash and not prepaid assets. Given your
disclosure
 elsewhere indicating that your liquidity needs have been satisfied in
part "through
 $25,000 paid by the sponsor[,]" tell us how you determined such
activities are cash
 related activities within the statement of cash flows, rather than
included in the
 supplemental disclosure only as non-cash financing activities consistent
with ASC
 230-10-45-1 and -50-4 guidance. Please advise and revise as necessary.
 Please contact Frank Knapp at 202-551-3805 or Mark Rakip at 202-551-3573
if you
have questions regarding comments on the financial statements and related
matters. Please
contact Benjamin Holt at 202-551-6614 or Isabel Rivera at 202-551-3518 with any
other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Giovanni Caruso
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 5, 2025

Peter Wright
Chief Executive Officer
McKinley Acquisition Corporation
75 Second Ave., Suite 605
Needham, MA 02494

 Re: McKinley Acquisition Corporation
 Draft Registration Statement on Form S-1
 Submitted May 9, 2025
 CIK No. 0002067592
Dear Peter Wright:

 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 May 9, 2025
Cover Page

1. Where you provide a cross-reference to the locations of related
disclosures regarding
 conflicts of interest, please expand to include a cross-reference to
related disclosures
 in the summary. See Item 1602(a)(5) of Regulation S-K.
2. As applicable, please revise to reconcile inconsistent disclosures
regarding the terms
 of the underwriting agreement. More specifically, your disclosure here
and on page
 181 states that the current portion of the underwriting discounts and
commissions will
 depend on the amount of the sponsor's purchase price of the private
placement units
 sourced by the underwriters. However, your disclosure in the notes to
the financial
 statements on page F-15 includes no such condition to the underwriter's
entitlement to
 the current portion of the underwriting discount.
 June 5, 2025
Page 2

Summary
Our Company, page 2

3. We note statements here and elsewhere that your sponsor group comprises
your
 management team, board of directors, and strategic advisors. Please
identify these
 strategic advisors, their role, and whether they will receive any
compensation for their
 services in this offering or in connection with the initial business
combination.
Prior SPAC Experience, page 8

4. Please revise to more fully discuss the prior SPAC experience of your
sponsor, its
 affiliates, and any promoters, as applicable. For example, we note that
Mr. Dooley
 appears to be the CEO of Everest Consolidator Acquisition Corporation,
which
 pursued a business combination with Unifund Financial Technologies, Inc.
We also
 note that Mr. Rosenzweig was the CFO of Home Plate Acquisition
Corporation,
 which appears to have liquidated. See Item 1603(a)(3) of Regulation S-K.
Initial Business Combination, page 10

5. Please revise to reconcile your statements on page 13 and elsewhere that
you do not
 believe the fiduciary duties or contractual obligations of your officers
or directors will
 materially affect your ability to complete your initial business
combination, including
 because you will have priority over any other SPACs they subsequently
join, with
 your statement on page 73 that your sponsor, officers and directors have
complete
 discretion as to which blank check company they choose to pursue a
business
 combination and the order in which they pursue business combinations for
any of
 their existing or future blank check companies.
Additional Financing, page 13

6. Please expand to briefly describe how the terms of additional financings
may impact
 unaffiliated security holders. See Item 1602(b)(5) of Regulation S-K.
Sponsor Information, page 13

7. Please revise your tabular disclosure on page 14 to include the
anti-dilution rights of
 the founder shares and the $10,000 monthly fee you will pay to your
sponsor for
 technology, software, computer systems, administrative support,
secretarial services
 and infrastructure. Outside of the table, revise to more fully describe
the extent to
 which this compensation and securities issuance may result in a material
dilution of
 the purchasers' equity interests, including as a result of the
anti-dilution rights and any
 share capitalization or share repurchase or redemption if you increase
or decrease the
 size of the offering. See Item 1602(b)(6) of Regulation S-K.
8. Please revise your tabular disclosure on pages 15-16 and 110-111 to
identify your
 directors and officers subject to the transfer restrictions. See Item
1603(a)(9) of
 Regulation S-K.
Founder shares conversion and anti-dilution rights, page 21

9. Regarding the anti-dilution rights of founder shares as discussed here
and elsewhere,
 with respect to clause (iii) describing the subtraction of shares
redeemed in connection
 June 5, 2025
Page 3

 with the business combination, please clarify whether redemptions made
in
 connection with a charter amendment will also be subtracted in the
calculation of the
 adjustment.
Payments to insiders, page 36

10. Please expand to disclose the $10,000 monthly fee you will pay to your
sponsor for
 technology, software, computer systems, administrative support,
secretarial services
 and infrastructure, as you state elsewhere.
Conflicts of Interest, page 37

11. Please revise to also disclose conflicts of interest relating to fees,
reimbursements or
 cash payments to your sponsor, officers or directors, or your advisors
or their
 affiliates, for services rendered to you prior to or in connection with
the completion of
 your initial business combination, as referenced on page 36. In
addition, where you
 discuss the differing interests your executive officers and directors
may have in
 connection with the business combination, please revise to disclose the
nominal price
 paid for the founder shares. See Item 1602(b)(7) of Regulation S-K.
Risks
Summary of Risk Factors, page 41

12. Please expand the fifth bullet point on page 41 to highlight that you
may not need any
 public shares in addition to the founder shares to approve an initial
business
 combination.
Risk Factors
We may issue our shares to investors in connection with . . ., page 59

13. Please expand to disclose the impact to you and investors of PIPE
issuances, including
 that the arrangements result in costs particular to the de-SPAC process
that would not
 be anticipated in a traditional IPO.
Risks Relating to our Management Team, page 72

14. We note your disclosure on page 16 that in order to facilitate your
initial business
 combination or for any other reason determined by your sponsor in its
sole discretion,
 your sponsor may surrender or forfeit, transfer or exchange your founder
shares,
 private placement units or any of your other securities, including for
no consideration,
 as well as subject any such securities to earn-outs or other
restrictions, or otherwise
 amend the terms of any such securities or enter into any other
arrangements with
 respect to any such securities. Please add risk factor disclosure about
risks that may
 arise from the sponsor transferring ownership of securities of the SPAC.
For example,
 if true, highlight that the sponsor may remove itself as your sponsor
before identifying
 a business combination. Address the consequences of such removal to the
company's
 ability to consummate an initial business combination, including that
any replacement
 sponsor could have difficulty finding a target.
 June 5, 2025
Page 4
Management
Independent Directors, page 138

15. For each person nominated or chosen to become a director, please revise
to briefly
 discuss the specific experience, qualifications, attributes, or skills
that led to the
 conclusion that the person should serve as a director. See Item 401(e)
of Regulation S-
 K.
Financial Statements
Statement of Cash Flows, page F-6

16. Please tell us why you have reflected both the issuance of Class B
ordinary shares as
 well as promissory note - related party as cash flows from financing
activities, as well
 as supplemental disclosure of non-cash investing and financing
activities. Provide to
 us the accounting literature relied upon and revise or advise as
necessary.

 Please contact Frank Knapp at 202-551-3805 or Mark Rakip at 202-551-3573
if you
have questions regarding comments on the financial statements and related
matters. Please
contact Benjamin Holt at 202-551-6614 or Isabel Rivera at 202-551-3518 with any
other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Giovanni Caruso
</TEXT>
</DOCUMENT>