SecProbe.io

<DOCUMENT>
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<TEXT>
 May 12, 2026

Ryan Carrithers
Chief Financial Officer
Merlin, Inc.
100 Causeway, Floor 23
Boston, MA 02114

 Re: Merlin, Inc.
 Registration Statement on Form S-1
 Filed May 6, 2026
 File No. 333-295578
Dear Ryan Carrithers:
 This is to advise you that we have not reviewed and will not review your
registration
statement.
 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.
 Please contact Uwem Bassey at 202-551-3433 or Jan Woo at 202-551-3453
with any
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Technology
cc: Stephen W. Ranere
</TEXT>
</DOCUMENT>

CORRESP
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 filename1.htm

 Merlin, Inc.
 100 Causeway St., Floor 23
Boston, MA 02114

 May 12, 2026

 VIA EDGAR

 United States Securities and Exchange Commission
Division of Corporation Finance

 100 F Street NE
Washington, D.C. 20549

 Re:
 Acceleration Request for Merlin, Inc.

 Registration Statement on Form S-1

 File No. 333-295578

 Requested Date:
 May 13, 2026

 Requested Time:
 4:00 p.m. Eastern Time

 Ladies and Gentlemen:

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Merlin, Inc. hereby respectfully requests that the effective date of the above-captioned Registration
Statement on Form S-1, as amended (the "Registration Statement"), be accelerated to, and that the Registration Statement be
declared effective at 4:00 p.m., Eastern Time, on May 13, 2026, or as soon as practicable thereafter.

 Please contact John J. Slater
(email: John.Slater@lw.com or telephone: (713) 546-7967) of Latham & Watkins LLP with any questions, and please notify him when this
request for acceleration has been granted.

 Very truly yours,

 Merlin, Inc.

 By:
 /s/ Matt George

 Name:
 Matt George

 Title:
 Chief Executive Officer and President

 cc:
 John J. Slater, Latham & Watkins LLP

CORRESP
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 Merlin, Inc.
 129 South Street
Boston, MA 02111

 April 15,
2026

 VIA EDGAR

 United States Securities and Exchange Commission
Division of Corporation Finance

 100 F Street NE
Washington, D.C. 20549

 Re:
 Acceleration Request for Merlin, Inc.

 Registration Statement on Form S-1

 File No. 333-295068

 Requested Date:
 April 17, 2026

 Requested Time:
 4:00 p.m. Eastern Time

 Ladies and Gentlemen:

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Merlin, Inc. hereby respectfully requests that the effective date of the above-captioned Registration
Statement on Form S-1, as amended (the "Registration Statement"), be accelerated to, and that the Registration Statement be
declared effective at 4:00 p.m., Eastern Time, on April 17, 2026, or as soon as practicable thereafter.

 Please contact John J. Slater
(email: John.Slater@lw.com or telephone: (713) 546-7967) of Latham & Watkins LLP with any questions, and please notify him when this
request for acceleration has been granted.

 Very truly yours,

 Merlin, Inc.

 By:
 /s/ Matthew George

 Name:
 Matthew George

 Title:
 Chief Executive Officer and President

 cc:
 John J. Slater, Latham & Watkins LLP

<DOCUMENT>
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<FILENAME>filename2.txt
<TEXT>
 April 8, 2026

Matthew George
Chief Executive Officer
Merlin, Inc.
129 South Street
Boston, MA 02111

 Re: Merlin, Inc.
 Draft Registration Statement on Form S-1
 Submitted April 3, 2026
 CIK No. 0002028707
Dear Matthew George:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement and
non-public draft
submission on EDGAR at least two business days prior to the requested effective
date and time.
Please refer to Rules 460 and 461 regarding requests for acceleration. 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.

 Please contact Alexandra Barone at 202-551-8816 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Technology
cc: John Slater, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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BLEICHROEDER ACQUISITION CORP. I

1345 Avenue of the Americas, Fl 47

New York, NY 10105

October 30, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, N.E.

Washington, DC 20549

Attention:  Stacie Gorman

    Pam Long

    Re:
    Bleichroeder Acquisition Corp. I

    Registration Statement on Form S-1

    Filed July 12, 2024, as amended

    File No. 333-280777

Dear Ms. Gorman:

Pursuant to Rule 461 under the
Securities Act of 1933, as amended, Bleichroeder Acquisition Corp. I hereby requests acceleration of effectiveness of the above referenced
Registration Statement so that it will become effective at 4:45 p.m. ET on October 31, 2024, or as soon as thereafter practicable.

    Very truly yours,

    /s/ Andrew Gundlach

    Andrew Gundlach

    Chief Executive Officer

    cc:
    Ellenoff Grossman & Schole LLP

CORRESP
1
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BLEICHROEDER ACQUISITION CORP. I

1345 Avenue of the Americas, Fl 47

New York, NY 10105

October 30, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, N.E.

Washington, DC 20549

    Attention:
    Stacie Gorman

    Pam Long

    Re:
    Bleichroeder Acquisition Corp. I

    Registration Statement on Form S-1

    Filed July 12, 2024, as amended

    File No. 333-280777

Dear Ms. Gorman:

Pursuant to Rule 461 under the
Securities Act of 1933, as amended, Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, as representative
of the underwriters, hereby join in the request of the Registrant for the acceleration of the effective date of the above-referenced
Registration Statement, so that it will become effective at 4:45 p.m. ET on October 31, 2024, or as soon as thereafter practicable.

Pursuant to Rule 460 under
the Securities Act, please be advised that there will be distributed to each underwriter, who is reasonably anticipated to be invited
to participate in the distribution of the securities, as many copies of the preliminary prospectus as appears to be reasonable to secure
adequate distribution of the preliminary prospectus.

The undersigned confirms
that it has complied with and will continue to comply with, and it has been informed or will be informed by participating dealers that
they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection
with the above-referenced issue.

    Very truly yours,

    /s/ Jerry Serowik

    Jerry Serowik

    Senior Managing Director

    cc:
    Reed Smith LLP

CORRESP
1
filename1.htm

VIA EDGAR

October 22, 2024

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, NE

Washington, D.C. 20549

Attention: Stacie Gorman

Re: Bleichroeder Acquisition Corp.
I

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

Filed October 7, 2024

File No. 333-280777

Dear Ms. Gorman:

Bleichroeder Acquisition Corp. I (the “Company”)
hereby transmits its response to the comment letter received from the staff (the “Staff”) of the U.S. Securities and
Exchange Commission (the “Commission”) on October 7, 2024 relating to the Amendment No. 2 Registration Statement on
Form S-1, filed by the Company with the Commission on October 7, 2024.

For the Staff’s convenience, we have repeated
below the Staff’s comment in bold and have followed each comment with the Company’s response. Please note that that this amendment
to the registration statement also removes the concept of “permitted withdrawals” from interest earned on amounts held in
the trust account.

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

Sponsor Information, page 11

 1. We note your disclosure that
                                            Inflection Point Fund has indicated its interest in indirectly acquiring all of the sponsor’s
                                            private placement units through the purchase of non-managing sponsor membership interests
                                            and suggesting that Inflection Point will have a material interest in the sponsor. Please
                                            clearly state the nature and amount of interests that Inflection Point and any other holder
                                            of a material interest in the sponsor will hold, as required by Item 1603(a)(7) of Regulation
                                            S-K. Please also file any related agreement in accordance with Item 601(b)(10) of Regulation
                                            S-K.

Response: In response to the
Staff’s comment, we have revised the indicated disclosure to add that the Class A and Class B membership interests in the sponsor
track the underlying founder shares and private placement units, respectively, on a 1:1 basis. The current disclosure already provides
the amount of the indirect ownership of the of the founder shares and private placement units.

We acknowledge the Staff’s request
to file any related agreement, but we respectfully note that we do not believe the agreement with Inflection Point is required to be filed
under Item 601(b)(10) for the reasons set forth below.

We note initially that we are not a
party to any agreement with Inflection Point, and will have no obligations to Inflection Point (and Inflection Point will have no obligations
to us) pursuant to any such agreement; as such we do not believe it is a material agreement of the Company. In addition, unlike similar
arrangements of some other blank check companies, Inflection Point will not have voting rights or management rights with respect to the
sponsor, which will be subject to the control of the managing members.

Further, Inflection Point is not under
any obligation to purchase or hold any of our public units or public shares following the closing of this offering (and there will be
no contractual consequences to Inflection Point if it does not own such securities at any time, including at the time of the vote to approve
an initial business combination, or at the consummation of an initial business combination). No arrangement will be made with Inflection
Point with respect to the voting of any public units or public shares acquired by it during or after our initial public offering, if any.

Thus, we do not believe that
any such agreement is required to be filed.

 2. Please clarify whether Inflection
                                            Point is or will become a party to the letter agreement. We note your disclosure on page
                                            16 that Inflection Point will be bound by the restrictions; however, given that Inflection
                                            Point is not a managing member of the sponsor, it does not appear that it falls under the
                                            definition of “Insider” in the letter agreement. If it is not a party to the letter
                                            agreement, please clearly disclose the rights that Inflection Point has with respect to its
                                            interests that are different from those that are a party to the agreement. For example, please
                                            clarify if Inflection Point is required to vote in favor of the business combination.

Response: In response to the
Staff’s comment, we have revised the indicated disclosure to add that, while Inflection Point will not be a party to the letter
agreement, nor will it be an “Insider” as defined in the letter agreement, it will nonetheless be bound by certain of the
letter agreement’s terms as a result of its ownership of membership interests in the sponsor, and that the rights that Inflection
Point has with respect to its allocated founder shares and private placement units will be subject to the terms of the letter agreement
as a result of their control by the managing member. We have further added that there will be no agreement to vote any public securities
which Inflection Point may purchase.

Founder shares, page 20

 3. We note your disclosure that
                                            Inflection Point will have no right to control the sponsor. Please also state, if true, that
                                            Inflection Point will have no right to vote the founder shares, private units or securities
                                            underlying the private units that it holds indirectly through Class A or Class B membership
                                            units of the sponsor. Please make similar revisions where related disclosure appears throughout
                                            the prospectus.

Response: In response to the
Staff’s comment, we have revised the indicated disclosure here and elsewhere in the prospectus.

Use of Proceeds, page 88

 4. We note your revisions in response
                                            to prior comment 8. Based upon the revised gross proceeds raised and offering expenses incurred,
                                            proceeds after offering expenses will be approximately $252,500,000 if the over-allotment
                                            is not exercised. Please revise your use of proceeds table to reflect the correct amount
                                            or advise us why a revision is not necessary.

Response: In response
to the Staff’s comment, we have revised the table.

 5. We note that you have included
                                            “repayment to the underwriters of 0.40% of gross proceeds” of the offering as
                                            a use of the proceeds held outside the trust. In the line item, please clarify that this
                                            represents a portion of the underwriting commissions, as opposed to a “repayment”
                                            to the underwriters. Also revise footnote (3) to clarify whether this amount will be paid
                                            from the $2,500,000 of offering proceeds held outside the trust, or if it will be paid from
                                            permitted withdrawals of interest on the proceeds held in the trust. If you have the discretion
                                            to determine the source of this payment, or if you intend to use permitted withdrawals of
                                            interest, please explain the factors you would consider in selecting the source of payment,
                                            and clarify that the use of permitted withdrawals of interest will decrease the amount of
                                            funds that would otherwise be provided to shareholders upon redemption of their shares.

Response: In response to the
Staff’s comment, we have revised the table as well as footnote (3), and noted that such payments will only be made from working capital.

***

    2

We thank the Staff for its review of the foregoing. If you have
further comments, please feel free to contact to our counsel, Stuart Neuhauser at sneuhauser@egsllp.com or by telephone at (212) 370-1300.

    Sincerely,

    /s/ Andrew Gundlach

    Andrew Gundlach, Chief Executive Officer

    cc:
    Ellenoff Grossman & Schole LLP

    3

October 21, 2024
Andrew Gundlach
Chief Executive Officer
Bleichroeder Acquisition Corp. I
1345 Avenue of the Americas, Fl 47
New York, NY 10105
Re:Bleichroeder Acquisition Corp. I
Amendment No. 2 to Registration Statement on Form S-1
Filed October 7, 2024
File No. 333-280777
Dear Andrew Gundlach:
            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 September 13, 2024,
letter.
Amendment No. 2 to Registration Statement on Form S-1
Sponsor Information, page 11
1.We note your disclosure that Inflection Point Fund has indicated its interest in
indirectly acquiring all of the sponsor's private placement units through the purchase
of non-managing sponsor membership interests and suggesting that Inflection Point
will have a material interest in the sponsor. Please clearly state the nature and amount
of interests that Inflection Point and any other holder of a material interest in the
sponsor will hold, as required by Item 1603(a)(7) of Regulation S-K. Please also file
any related agreement in accordance with Item 601(b)(10) of Regulation S-K.
Please clarify whether Inflection Point is or will become a party to the letter
agreement. We note your disclosure on page 16 that Inflection Point will be bound by 2.

October 21, 2024
Page 2
the restrictions; however, given that Inflection Point is not a managing member of the
sponsor, it does not appear that it falls under the definition of "Insider" in the letter
agreement. If it is not a party to the letter agreement, please clearly disclose the rights
that Inflection Point has with respect to its interests that are different from those that
are a party to the agreement. For example, please clarify if Inflection Point is required
to vote in favor of the business combination.
Founder shares, page 20
3.We note your disclosure that Inflection Point will have no right to control the sponsor.
Please also state, if true, that Inflection Point will have no right to vote the founder
shares, private units or securities underlying the private units that it holds indirectly
through Class A or Class B membership units of the sponsor. Please make similar
revisions where related disclosure appears throughout the prospectus.
Use of Proceeds, page 88
4.We note your revisions in response to prior comment 8.  Based upon the revised gross
proceeds raised and offering expenses incurred, proceeds after offering expenses will
be approximately $252,500,000 if the over-allotment is not exercised.  Please revise
your use of proceeds table to reflect the correct amount or advise us why a revision is
not necessary.
5.We note that you have included “repayment to the underwriters of 0.40% of gross
proceeds” of the offering as a use of the proceeds held outside the trust. In the line
item, please clarify that this represents a portion of the underwriting commissions, as
opposed to a “repayment” to the underwriters. Also revise footnote (3) to clarify
whether this amount will be paid from the $2,500,000 of offering proceeds held
outside the trust, or if it will be paid from permitted withdrawals of interest on the
proceeds held in the trust. If you have the discretion to determine the source of this
payment, or if you intend to use permitted withdrawals of interest, please explain the
factors you would consider in selecting the source of payment, and clarify that the use
of permitted withdrawals of interest will decrease the amount of funds that would
otherwise be provided to shareholders upon redemption of their shares.
            Please contact William Demarest at 202-551-3432 or Kristina Marrone at 202-551-
3429 if you have questions regarding comments on the financial statements and related
matters. Please contact Stacie Gorman at 202-551-3585 or Pam Long at 202-551-3765 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Stuart Neuhauser, Esq.

CORRESP
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VIA EDGAR

October 7, 2024

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estte & Construction

100 F Street, NE

Washington, D.C. 20549

Attention: Stacie Gorman

 Re: Bleichroeder Acquisition Corp. I

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

Filed August 21, 2024

File No. 333-280777

Dear Ms. Gorman:

Bleichroeder Acquisition Corp.
I (the “Company”) hereby transmits its response to the comment letter received from the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”) on September 13, 2024 relating to the Amendment No.
1 to Registration Statement on Form S-1, filed by the Company with the Commission on August 21, 2024.

For the Staff’s convenience, we have repeated
below the Staff’s comment in bold and have followed each comment with the Company’s response. Disclosure changes made in response
to the Staff’s comments have been made in the Amendment to the Registration Statement on Form S-1 (the “Registration Statement”),
which is being submitted to the Commission contemporaneously with the submission of this letter.

We respectfully inform the Staff that in addition
to the changes above, we have revised the terms set forth in the Registration Statement to, among other items: (i) change the underwriters;
(ii) revise the structure of the unit by adding a right to purchase 1/10 of an ordinary share in lieu of a warrant; (iii) to change the
time the Company has to complete an initial business combination to 24 months without any built-in extension; (iv) to change the structure
of the private placement to units instead of warrants; and (v) changes related to an investment in the sponsor by a single non-managing
investor.

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

Cover Page

 1. We note your response to prior comment 1. In your discussion of the Class B ordinary shares issued
to the sponsor, please briefly describe the anti-dilution adjustments that may give the sponsor additional shares upon conversion of the
Class B shares. We do note that you reference “adjustments described herein” in this context. Please also revise the compensation
and securities table on page 11 to include a brief description of the antidilution adjustments applicable to the Class B shares so that
it is clear that the $25,000 of consideration for the original Class B shares covers any additional shares issued to the sponsor under
anti-dilution provisions.

In response to the Staff’s comment,
we have revised the Registration Statement to add the requested disclosure.

Summary, page 1

 2. Please revise the appropriate section of your Summary to disclose that your ability to identify and evaluate a target company may
be impacted by significant competition among other SPACs in pursuing business combination transaction candidate and that significant competition
may impact the attractiveness of the acquisition terms that the SPAC will be able to negotiate. In this regard, we note your disclosure
on page 65 that there are numerous special purpose acquisition companies seeking targets and that fewer attractive targets may be available.

In response to the Staff’s comment, we have revised
the Registration Statement to add the requested disclosure.

Initial Business Combination, page 7

 3. In connection with prior comments 5 and 8, please revise here, on page 34, and elsewhere that similar disclosure appears to further
explain the type of transaction that you would target and why it would be of a nature substantially different than what the sponsor, cofounders,
directors and officers would target. Explain how this difference supports the conclusion that potential conflicts of interest would not
materially affect your ability to complete a business combination. Also, please elaborate on why the fact that the sponsor, co-founders,
directors and officers have financial interests in the completion of a business combination resolves conflicts of interest that they may
have as a result of their fiduciary, contractual or other duties to other entities.

In response to the Staff’s comment, we have revised
the Registration Statement to remove the mitigating language and added disclosure here and elsewhere in the Registration Statement that
such conflicts could materially affect our ability to complete a business combination.

Sponsor Information, page 11

 4. We note disclosure that other than Mr. Combes and Mr. Gundlack “and members of our management team and their affiliates,”
no other person will have a direct or indirect material interest in the sponsor. Please revise to specifically identify all of the persons
who have a direct or indirect material interest in the SPAC sponsor, as well as the nature and amount of their interests, as required
by Item 1603(a)(7) of Regulation S-K.

In response to the Staff’s comment, we have revised
the indicated disclosure.

 5. We note the disclosure on page 14 and 110 that “in order to facilitate our initial business combination or for any other reason
determined by our sponsor in its sole discretion, our sponsor may surrender or forfeit, transfer or exchange our founder shares, private
placement warrants or any of our 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 regarding any risk that the sponsor may remove itself as Sponsor from the company
before identifying a business combination, including through the unconditional ability to transfer the founder shares or otherwise.

In response to the Staff’s comment, we have revised
the Registration Statement to add the requested Risk Factor.

    2

 6. We note your disclosure on page 12 that in the event of a transfer of sponsor membership interests by members of the sponsor or
their affiliates, there will be an indirect transfer of the founder shares and private placement warrants held by the sponsor. Please
disclose any circumstances or arrangements under which the sponsor, its affiliates, and promoters could indirectly transfer ownership
of your securities through transfers of sponsor membership interests. Please see Item 1603(a)(6).

In response to the Staff’s comment, we have revised
the Registration Statement to add the requested disclosure.

The nominal purchase price paid by our sponsor for the founder
shares may result in significant dilution..., page 75

 7. We note your response to comment 10. The $9.53 implied
                                            value per share upon consummation of initial business combination does not take into account
                                            6,250,000 founder shares which will also be outstanding upon consummation of the initial
                                            business combination. We also note that the $7.62 initial implied value per public share
                                            appears to include founders shares as well as public shares. Please revise or explain to
                                            us why revisions are not necessary.

In response to the Staff’s comment, we have revised
the Registration Statement to correct the disclosure.

Use of Proceeds, page 88

 8. Based upon the gross proceeds raised and offering expenses
                                            incurred, proceeds after offering expenses will be approximately $251,000,000 and $288,312,500,
                                            depending on whether or not the over-allotment is exercised. Please revise your use of proceeds
                                            table to reflect the correct amounts or advise us why a revision is not necessary and ensure
                                            any changes to the proceeds after offering expenses are also reflected in the table on page
                                            93.

In response to the Staff’s comment, we have revised
the Use of Proceeds section of the Registration Statement.

 9. Please tell us whether and where the portion of the non-deferred
                                            underwriting commissions sourced from permitted withdrawals appears in the table.

In response to the Staff’s comment, we have revised
the Use of Proceeds section of the Registration Statement.

Proposed Business

Sponsor Information, page 107

 10. We note your response to prior comment 16. Please revise the disclosures here and on page 11, outside of the tables, to describe
the extent to which the conversion of the working capital loans into warrants may result in material dilution of the purchasers’ equity
interests. See Item 1602(b)(6) of Regulation S-K. Further, we note your disclosure on pages 14 and 109 regarding the payment of consulting,
success or finder fees, salaries and other fees to your affiliates. Please ensure that this disclosure is included in the compensation
table and in the compensation information required on the cover page. See Items 1602(a)(3) and 1602(b)(6) of Regulation S-K.

In response to the Staff’s comment, we have revised
the Registration Statement to add the requested disclosure.

Exhibits

 11. The Consent of Independent Registered Public Accounting Firm included as Exhibit 23.1 references their
report dated August 19, 2024. However, the audit report in the filing is dated August 21, 2024. Please obtain and file an updated consent
that references the correct report date.

In response to the Staff’s comment, we have obtained
and filed an updated consent that references the correct report date.

***

    3

We thank the Staff for its review of the foregoing.
If you have further comments, please feel free to contact to our counsel, Stuart Neuhauser at sneuhauser@egsllp.com or by telephone at
(212) 370-1300.

    Sincerely,

    /s/ Andrew Gundlach

    Andrew Gundlach, Chief Executive Officer

 cc: Ellenoff Grossman & Schole LLP

4

September 13, 2024
Andrew Gundlach
Chief Executive Officer
Bleichroeder Acquisition Corp. I
1345 Avenue of the Americas, Fl 47
New York, NY 10105
Re:Bleichroeder Acquisition Corp. I
Amendment No. 1 to Registration Statement on Form S-1
Filed August 21, 2024
File No. 333-280777
Dear Andrew Gundlach:
            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 August 9, 2024, letter.
Amendment No. 1 to Registration Statement on Form S-1
Cover Page
1.We note your response to prior comment 1. In your discussion of the Class B ordinary
shares issued to the sponsor, please briefly describe the anti-dilution adjustments that may
give the sponsor additional shares upon conversion of the Class B shares. We do note that
you reference "adjustments described herein" in this context. Please also revise the
compensation and securities table on page 11 to include a brief description of the anti-
dilution adjustments applicable to the Class B shares so that it is clear that the $25,000 of
consideration for the original Class B shares covers any additional shares issued to the
sponsor under anti-dilution provisions.

September 13, 2024
Page 2
Summary, page 1
2.Please revise the appropriate section of your Summary to disclose that your ability to
identify and evaluate a target company may be impacted by significant competition
among other SPACs in pursuing business combination transaction candidate and that
significant competition may impact the attractiveness of the acquisition terms that the
SPAC will be able to negotiate. In this regard, we note your disclosure on page 65 that
there are numerous special purpose acquisition companies seeking targets and that fewer
attractive targets may be available.
Initial Business Combination, page 7
3.In connection with prior comments 5 and 8, please revise here, on page 34, and elsewhere
that similar disclosure appears to further explain the type of transaction that you would
target and why it would be of a nature substantially different than what the sponsor, co-
founders, directors and officers would target. Explain how this difference supports the
conclusion that potential conflicts of interest would not materially affect your ability to
complete a business combination. Also, please elaborate on why the fact that the sponsor,
co-founders, directors and officers have financial interests in the completion of a business
combination resolves conflicts of interest that they may have as a result of their fiduciary,
contractual or other duties to other entities.
Sponsor Information, page 11
4.We note disclosure that other than Mr. Combes and Mr. Gundlack "and members of our
management team and their affiliates," no other person will have a direct or indirect
material interest in the sponsor. Please revise to specifically identify all of the persons
who have a direct or indirect material interest in the SPAC sponsor, as well as the nature
and amount of their interests, as required by Item 1603(a)(7) of Regulation S-K.
5.We note the disclosure on page 14 and 110 that "in order to facilitate our initial business
combination or for any other reason determined by our sponsor in its sole discretion, our
sponsor may surrender or forfeit, transfer or exchange our founder shares, private
placement warrants or any of our 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 regarding any risk that the sponsor may
remove itself as Sponsor from the company before identifying a business combination,
including through the unconditional ability to transfer the founder shares or otherwise.
6.We note your disclosure on page 12 that in the event of a transfer of sponsor membership
interests by members of the sponsor or their affiliates, there will be an indirect transfer of
the founder shares and private placement warrants held by the sponsor. Please disclose
any circumstances or arrangements under which the sponsor, it affiliates, and promoters
could indirectly transfer ownership of your securities through transfers of sponsor
membership interests. Please see Item 1603(a)(6).

September 13, 2024
Page 3
Risk Factors
The nominal purchase price paid by our sponsor for the founder shares may result in significant
dilution..., page 75
7.We note your response to comment 10. The $9.53 implied value per share upon
consummation of initial business combination does not take into account 6,250,000
founder shares which will also be outstanding upon consummation of the initial business
combination. We also note that the $7.62 initial implied value per public share appears to
include founders shares as well as public shares. Please revise or explain to us why
revisions are not necessary.
Use of Proceeds, page 88
8.Based upon the gross proceeds raised and offering expenses incurred, proceeds after
offering expenses will be approximately $251,000,000 and $288,312,500, depending on
whether or not the over-allotment is exercised. Please revise your use of proceeds table to
reflect the correct amounts or advise us why a revision is not necessary and ensure any
changes to the proceeds after offering expenses are also reflected in the table on page 93.
9.Please tell us whether and where the portion of the non-deferred underwriting
commissions sourced from permitted withdrawals appears in the table.
Proposed Business
Sponsor Information, page 107
10.We note your response to prior comment 16. Please revise the disclosures here and on
page 11, outside of the tables, to describe the extent to which the conversion of the
working capital loans into warrants may result in material dilution of the purchasers'
equity interests. See Item 1602(b)(6) of Regulation S-K. Further, we note your disclosure
on pages 14 and 109 regarding the payment of consulting, success or finder fees, salaries
and other fees to your affiliates. Please ensure that this disclosure is included in the
compensation table and in the compensation information required on the cover page. See
Items 1602(a)(3) and 1602(b)(6) of Regulation S-K.
Exhibits
11.The Consent of Independent Registered Public Accounting Firm included as Exhibit 23.1
references their report dated August 19, 2024. However, the audit report in the filing is
dated August 21, 2024. Please obtain and file an updated consent that references the
correct report date.

September 13, 2024
Page 4
            Please contact William Demarest at 202-551-3432 or Kristina Marrone at 202-551-3429
if you have questions regarding comments on the financial statements and related matters. Please
contact Stacie Gorman at 202-551-3585 or Pam Long at 202-551-3765 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Stuart Neuhauser, Esq.

CORRESP
1
filename1.htm

VIA EDGAR

August 21, 2024

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, NE

Washington, D.C. 20549

Attention: Stacie Gorman

 Re: Bleichroeder
                                            Acquisition Corp. I

    Registration Statement on Form S-1

    Filed July 12, 2024

    File No. 333-280777

Dear Ms. Gorman:

Bleichroeder Acquisition Corp.
I (the “Company”) hereby transmits its response to the comment letter received from the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”) on August 9, 2024 relating to the Registration Statement
on Form S-1, filed by the Company with the Commission on July 12, 2024.

For the Staff’s convenience,
we have repeated below the Staff’s comment in bold and have followed each comment with the Company’s response. Disclosure
changes made in response to the Staff’s comments have been made in the Amendment to the Registration Statement on Form S-1 (the
“Registration Statement”), which is being submitted to the Commission contemporaneously with the submission of this
letter.

Registration Statement on Form S-1

Cover Page

 1. We note your disclosure in the fifth paragraph of the cover
                                            page. Please ensure that the amount of compensation received by and securities issued to,
                                            or to be received by or issued to each of the sponsor, its affiliates and promoters is clearly
                                            stated on the cover page. The disclosure should also include the price paid or to be paid
                                            for any securities, as well as the cross reference to the location of related disclosure
                                            elsewhere in the prospectus, including that provided in response to Item 1602(b)(6) and Item
                                            1603(a)(6) of Regulation S-K. Please see Item 1602(a)(3) of Regulation S-K.

We have revised the indicated disclosure in response to
the Staff’s comment.

 2. Where you discuss dilution to public shareholders resulting
                                            from the issuance of founder shares at a nominal price, please revise to also state whether
                                            the anti-dilution adjustment to the founder shares in connection with your initial business
                                            combination may result in a material dilution of the purchasers’ equity interests.

We have revised the indicated disclosure in response to
the Staff’s comment.

 3. We note your disclosure in the sixth and fifteenth paragraphs
                                            of the cover page regarding some of the potential conflicts of interest that your sponsor,
                                            co-founders and members of management may have. Please revise to state clearly that there
                                            may be actual or potential material conflicts of interest between the sponsor, its affiliates,
                                            or promoters on one hand, and purchasers in the offering on the other. Also ensure that your
                                            cross reference includes the location of related disclosure elsewhere in the prospectus,
                                            including that provided in response to Item 1602(b)(7) and Item 1603(b) of Regulation S-K.
                                            Please refer to Item 1602(a)(5) of Regulation S-K.

We have revised the indicated disclosure in response to
the Staff’s comment.

Initial Business Combination, page 7

 4. Please disclose whether security holders will have voting
                                            or redemption rights with respect to an extension from 24 to 27 months. Please also disclose
                                            whether there are any limitations on extensions, including the number of times you may seek
                                            to extend. Also disclose the consequences to the sponsor of not completing an extension of
                                            this time period. See Item 1602(b)(4) of Regulation S-K.

We have revised the indicated disclosure in response to
the Staff’s comment.

 5. Please state the basis for your statement on page 9 that
                                            you do not believe that the fiduciary duties or contractual obligations of your officers
                                            or directors will materially affect your ability to complete your initial business combination.

We have revised the indicated disclosure in response to
the Staff’s comment.

 6. We note that you intend to effectuate your initial business
                                            combination potentially using proceeds from forward purchase agreements or backstop agreements.
                                            We also note disclosure elsewhere in the prospectus referencing possible private offerings
                                            of debt or equity, as well as forward purchase agreements and backstop arrangements. Please
                                            revise this section or include a new section within the Summary under an appropriate subheading
                                            to provide a more comprehensive discussion regarding plans to seek additional financings.
                                            For example, discuss any plans to seek additional financings in connection with meeting working
                                            capital needs in the search for the initial business combination, for the completion of an
                                            initial business combination, or in connection with the redemption of a significant number
                                            of your public shares. Please also describe how the terms of additional financings may impact
                                            unaffiliated security holders. See Item 1602(b)(5) of Regulation S-K.

We have revised the indicated disclosure in response to
the Staff’s comment.

Anticipated expenses and funding sources, page 21

 7. Please revise to clarify, if true,
                                            that the items you identify in the two bullet points may only be paid from interest on the
                                            funds held in the trust account. As drafted, the disclosure could be read to mean that the
                                            items in the bullets are in addition to withdrawals of interest to pay expenses. Please also
                                            clarify what the “permitted withdrawals” are. For example, disclose whether there
                                            are any limits on the dollar amount or percentage of interest on funds in the trust account
                                            that may be used for the purposes identified in the parenthetical.

We have revised the indicated disclosure in response to
the Staff’s comment.

    2

The Offering

Conflicts of Interest, page 30

 8. Please revise disclosure in this section to clearly state
                                            the conflicts with purchasers in the offering. In addition, please revise disclosure as follows:

 ● At the end of the carryover paragraph and first full paragraph
at the top of page 31, please explain why you do not believe that fiduciary duties or contractual obligations, or the involvement of
the sponsor, officers or directors with other SPACs would materially affect your ability to complete a business combination.

 ● In the third full paragraph on page 31, please clarify
the conflict that relates to the “different timelines” of completing your business combination given the personal and financial
interests of your directors and executive officers.

 ● Where you discuss conflicts of the sponsor, officers or
directors from owning securities in the company, please clearly disclose the price paid, including the “nominal” price paid
for the securities and the conflicts of interest in determining whether to pursue a de-SPAC transaction, and in negotiating or accepting
the terms of the de-SPAC transaction.

 ● Add disclosure of the conflicts of interest relating to
items listed under “Limited payments to insiders” such as compensation, repayment of loans and reimbursement of expenses
that will be paid to officers and directors affiliated with the sponsor upon completion of a de-SPAC transaction, as well as the potential
payment of finders, advisory, consulting or success fees for any services rendered for completion of the initial business combination.

 ● Clarify the conflicts associated with entering into a business
combination with an affiliate of your sponsor, officers or directors, as disclosed on page 133. Please refer to Item 1602(b)(7) of Regulation
S-K.

We have revised the indicated disclosure in response to
the Staff’s comment.

If we are deemed to be an investment company under the Investment
Company Act..., page 45

 9. We note your disclosures suggesting that in order to avoid
                                            having your anticipated activities not subject you to the Investment Company Act, you will
                                            hold the proceeds of the trust account only in U.S. government treasury obligations or money
                                            market funds meeting conditions under Rule 2a-7. For example, we note disclosure stating
                                            that you believe you will not be subject to the Act, and that “to this end” you
                                            will hold the trust assets in government securities. You also state that “by restricting
                                            the investment of the proceeds to these instruments” you intend to avoid being deemed
                                            an investment company. While we recognize that you also state that you may mitigate this
                                            risk by instructing the trustee to hold the funds in the trust account in cash, please revise
                                            these disclosures to clarify that even if the assets in your trust account are U.S. Government
                                            securities or shares of money market funds registered under the Investment Company Act and
                                            regulated pursuant to rule 2a-7 of that Act, you could nevertheless and at any time be considered
                                            to be operating as an unregistered investment company. Disclose that if you are found to
                                            be operating as an unregistered investment company, you may be required to change your operations,
                                            wind down your operations, or register as an investment company. Also include disclosure
                                            with respect to the consequences to investors if you required to wind down your operations
                                            as a result of this status, such as the losses of the investment opportunity in a target
                                            company, any price appreciation in the combined company, and any warrants, which would expire
                                            worthless.

We have revised the indicated disclosure in response to
the Staff’s comment.

    3

Risk Factors

The nominal purchase price paid by our sponsor for the founder
shares may result in significant dilution..., page 69

 10. Please explain to us how you calculated the implied value
                                            per share upon consummation of initial business combination in the amount of $9.53.

We respectfully inform the Staff that the implied value per share upon consummation of the initial business combination is calculated
as total funds in trust ($250,000,000) less the deferred underwriter fees ($11,875,000), for a total of $238,125,000 divided by 25,000,000
public shares.

Risk Factors

If our initial business combination involves a company organized
under the laws of the United States..., page 78

 11. We note your disclosure on page 91 that you “may
                                            withdraw interest for permitted withdrawals, including the payment of taxes.” We also
                                            note disclosure regarding the risk that a U.S. federal excise tax could be imposed on you
                                            if your business combination involves a company organized in the United States. Please clarify
                                            whether you may withdraw interest for the payment of the U.S. federal excise tax if it were
                                            imposed.

We have revised the indicated disclosure in response to
the Staff’s comment to reflect that we may not withdraw interest for the payment of any U.S. federal excise tax.

Use of Proceeds, page 82

 12. We note disclosure here and on the cover page and in the
                                            Underwriting section that $0.10 per share of underwriting compensation is in addition to
                                            the deferred portion of the compensation of $0.475, and that 50% of non-deferred compensation
                                            will be paid on the 12, 18 and 24-month anniversaries of the offering from permitted withdrawals
                                            of interest earned on the trust account. Please revise your use of proceeds table to include
                                            this 50% of non-deferred compensation as being sourced from permitted withdrawals rather
                                            than being an expense paid at closing from the proceeds of the offering.

We have revised the indicated disclosure in response to
the Staff’s comment.

Dilution, page 86

 13. Please revise the table on page 86 to explain what is
                                            represented in the first column under the heading “Offering Price of $10.00,” as
                                            well as illustrate how the NTBV per share amounts in this column were calculated.

We have revised the indicated table in response to the Staff’s comment.

 14. We note that the “Full Over-Allotment” columns
                                            of numerator calculation in the table on page 87 don’t foot due to inclusion of the overallotment
                                            liability. Please revise.

We have revised the indicated table in response to the Staff’s comment.

    4

Proposed Business

Sponsor Information, page 101

 15. In the disclosure on page 101, please state the amount
                                            of the direct and indirect material interests in the sponsor that are held by each of Messrs.
                                            Combes and Gundlach. Please see Item 1603(a)(7) of Regulation S-K.

We have revised the indicated disclosure in response to
the Staff’s comment.

 16. We note your disclosure on pages 10 and 101 that the tables
                                            set forth the payments to be received by your sponsor and its affiliates from you prior to
                                            or in connection with completion of the business combination and the securities issued or
                                            to be issued by you to your sponsor and its affiliates. Please expand the tables to address

August 9, 2024
Andrew Gundlach
Chief Executive Officer
Bleichroeder Acquisition Corp. I
1345 Avenue of the Americas, Fl 47
New York, NY 10105
Re:Bleichroeder Acquisition Corp. I
Registration Statement on Form S-1
Filed July 12, 2024
File No. 333-280777
Dear Andrew Gundlach:
            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
Cover Page
1.We note your disclosure in the fifth paragraph of the cover page. Please ensure that the
amount of compensation received by and securities issued to, or to be received by or
issued to each of the sponsor, its affiliates and promoters is clearly stated on the cover
page. The disclosure should also include the price paid or to be paid for any securities, as
well as the cross reference to the location of related disclosure elsewhere in the
prospectus, including that provided in response to Item 1602(b)(6) and Item 1603(a)(6) of
Regulation S-K. Please see Item 1602(a)(3) of Regulation S-K.
2.Where you discuss dilution to public shareholders resulting from the issuance of founder
shares at a nominal price, please revise to also state whether the anti-dilution adjustment
to the founder shares in connection with your initial business combination may result in a
material dilution of the purchasers' equity interests.
We note your disclosure in the sixth and fifteenth paragraphs of the cover page regarding
some of the potential conflicts of interest that your sponsor, co-founders and members of 3.

August 9, 2024
Page 2
management may have. Please revise to state clearly that there may be actual or potential
material conflicts of interest between the sponsor, its affiliates, or promoters on one hand,
and purchasers in the offering on the other. Also ensure that your cross reference includes
the location of related disclosure elsewhere in the prospectus, including that provided in
response to Item 1602(b)(7) and Item 1603(b) of Regulation S-K. Please refer to Item
1602(a)(5) of Regulation S-K.
Initial Business Combination, page 7
4.Please disclose whether security holders will have voting or redemption rights with
respect to an extension from 24 to 27 months. Please also disclose whether there are any
limitations on extensions, including the number of times you may seek to extend. Also
disclose the consequences to the sponsor of not completing an extension of this time
period. See Item 1602(b)(4) of Regulation S-K.
5.Please state the basis for your statement on page 9 that you do not believe that the
fiduciary duties or contractual obligations of your officers or directors will materially
affect your ability to complete your initial business combination.
6.We note that you intend to effectuate your initial business combination potentially
using proceeds from forward purchase agreements or backstop agreements. We also note
disclosure elsewhere in the prospectus referencing possible private offerings of debt or
equity, as well as forward purchase agreements and backstop arrangements. Please revise
this section or include a new section within the Summary under an appropriate
subheading to provide a more comprehensive discussion regarding plans to seek
additional financings. For example, discuss any plans to seek additional financings in
connection with meeting working capital needs in the search for the initial business
combination, for the completion of an initial business combination, or in connection with
the redemption of a significant number of your public shares. Please also describe how the
terms of additional financings may impact unaffiliated security holders. See Item
1602(b)(5) of Regulation S-K.
Anticipated expenses and funding sources, page 21
7.Please revise to clarify, if true, that the items you identify in the two bullet points may
only be paid from interest on the funds held in the trust account. As drafted, the disclosure
could be read to mean that the items in the bullets are in addition to withdrawals of
interest to pay expenses. Please also clarify what the “permitted withdrawals” are. For
example, disclose whether there are any limits on the dollar amount or percentage of
interest on funds in the trust account that may be used for the purposes identified in the
parenthetical.
The Offering
Conflicts of Interest, page 30
Please revise disclosure in this section to clearly state the conflicts with purchasers in the
offering. In addition, please revise disclosure as follows:
At the end of the carryover paragraph and first full paragraph at the top of page 31,
please explain why you do not believe that fiduciary duties or contractual obligations,
or the involvement of the sponsor, officers or directors with other SPACs would •8.

August 9, 2024
Page 3
materially affect your ability to complete a business combination.
•In the third full paragraph on page 31, please clarify the conflict that relates to the
"different timelines" of completing your business combination given the personal and
financial interests of your directors and executive officers.
•Where you discuss conflicts of the sponsor, officers or directors from owning
securities in the company, please clearly disclose the price paid, including the
"nominal" price paid for the securities and the conflicts of interest in determining
whether to pursue a de-SPAC transaction, and in negotiating or accepting the terms of
the de-SPAC transaction.
•Add disclosure of the conflicts of interest relating to items listed under "Limited
payments to insiders" such as compensation, repayment of loans and reimbursement
of expenses that will be paid to officers and directors affiliated with the sponsor upon
completion of a de-SPAC transaction, as well as the potential payment of finders,
advisory, consulting or success fees for any services rendered for completion of the
initial business combination.
•Clarify the conflicts associated with entering into a business combination with an
affiliate of your sponsor, officers or directors, as disclosed on page 133. Please refer
to Item 1602(b)(7) of Regulation S-K.
If we are deemed to be an investment company under the Investment Company Act..., page 45
9.We note your disclosures suggesting that in order to avoid having your anticipated
activities not subject you to the Investment Company Act, you will hold the proceeds of
the trust account only in U.S. government treasury obligations or money market funds
meeting conditions under Rule 2a-7. For example, we note disclosure stating that you
believe you will not be subject to the Act, and that "to this end" you will hold the trust
assets in government securities. You also state that "by restricting the investment of the
proceeds to these instruments" you intend to avoid being deemed an investment company.
While we recognize that you also state that you may mitigate this risk by instructing the
trustee to hold the funds in the trust account in cash, please revise these disclosures to
clarify that even if the assets in your trust account are U.S. Government securities or
shares of money market funds registered under the Investment Company Act and
regulated pursuant to rule 2a-7 of that Act, you could nevertheless and at any time be
considered to be operating as an unregistered investment company. Disclose that if you
are found to be operating as an unregistered investment company, you may be required to
change your operations, wind down your operations, or register as an investment
company. Also include disclosure with respect to the consequences to investors if you
required to wind down your operations as a result of this status, such as the losses of the
investment opportunity in a target company, any price appreciation in the combined
company, and any warrants, which would expire worthless.
Risk Factors
The nominal purchase price paid by our sponsor for the founder shares may result in significant
dilution..., page 69
10.Please explain to us how you calculated the implied value per share upon consummation
of initial business combination in the amount of $9.53.

August 9, 2024
Page 4
Risk Factors
If our initial business combination involves a company organized under the laws of the United
States..., page 78
11.We note your disclosure on page 91 that you "may withdraw interest for permitted
withdrawals, including the payment of taxes." We also note disclosure regarding the risk
that a U.S. federal excise tax could be imposed on you if your business combination
involves a company organized in the United States. Please clarify whether you may
withdraw interest for the payment of the U.S. federal excise tax if it were imposed.
Use of Proceeds, page 82
12.We note disclosure here and on the cover page and in the Underwriting section that $0.10
per share of underwriting compensation is in addition to the deferred portion of the
compensation of $0.475, and that 50% of non-deferred compensation will be paid on the
12, 18 and 24-month anniversaries of the offering from permitted withdrawals of interest
earned on the trust account. Please revise your use of proceeds table to include this 50%
of non-deferred compensation as being sourced from permitted withdrawals rather than
being an expense paid at closing from the proceeds of the offering.
Dilution, page 86
13.Please revise the table on page 86 to explain what is represented in the first column under
the heading "Offering Price of $10.00," as well as illustrate how the NTBV per share
amounts in this column were calculated.
14.We note that the "Full Over-Allotment" columns of numerator calculation in the table on
page 87 don't foot due to inclusion of the overallotment liability.  Please revise.
Proposed Business
Sponsor Information, page 101
15.In the disclosure on page 101, please state the amount of the direct and indict material
interests in the sponsor that are held by each of Messrs. Combes and Gundlach. Please see
Item 1603(a)(7) of Regulation S-K.
16.We note your disclosure on pages 10 and 101 that the tables set forth the payments to be
received by your sponsor and its affiliates from you prior to or in connection with
completion of the business combination and the securities issued or to be issued by you to
your sponsor and its affiliates. Please expand the tables to address the nature and amount
of all compensation received or to be received by each of the sponsor, and each of its
affiliates and promoters, including loan repayments, the anti-dilution adjustment of the
founder shares, payment of any finder's, advisory, consulting or success fees, and
the repayment or reimbursement of out-of-pocket expenses or any other amounts. Please
refer to Item 1602(b)(6) and 1603(a)(6) of Regulation S-K. Please also specifically
disclose the extent to which this compensation and the issuance of securities to your
sponsor, its affiliates and promoters may result in a material dilution of the purchasers'
equity interests. For example, please tell us with a view toward disclosure if the private
warrants may be exercised on a cashless basis.

August 9, 2024
Page 5
17.Please revise the table on page 102 to disclose the lock-up agreement with the
underwriter. See Item 1603(a)(9) of Regulation S-K.
18.In connection with the disclosure at the top of page 103 regarding transfers of your
founder shares, private placement warrants or any of your other securities, please address
the forfeiture of Class B shares if the over-allotment option is not exercised, as well as the
operation of the anti-dilution provisions of the Class B shares. Also address the possibility
of indirect transfers of your securities through the transfer of sponsor interests by sponsor
members or other affiliates. Please see Item 1603(a)(6) of Regulation S-K.
Management
Conflicts of Interest, page 131
19.Please revise to provide all of the disclosure regarding actual or potential conflicts of
interest, including without limitation those identified in our comment on your page 30
disclosure above, that may arise in determining whether to proceed with a de-SPAC
transaction, and any material conflict of interest arising from the manner in which you
compensate the sponsor, officer or directors, or the manner in which your sponsor
compensates it officer directors. Your disclosure should include conflicts between your
sponsor or its affiliates, or your officers, directors or promoters on one hand, and your
unaffiliated security holders on the other. Please see Item 1603(b) of Regulation S-K.
Principal Shareholders, page 135
20.We note that you attribute 100% of the beneficial ownership of the Class B shares held of
record by the sponsor to Mr. Gundlach. However, disclosure on page 101 states that
Messrs. Combes and Gundlach, as co-founders, are the managing members of the sponsor
and control the voting and investment decisions of your securities held by the sponsor.
Please revise the beneficial ownership table on page 135 to also include Mr. Combes'
beneficial ownership of Class B shares in the 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 William Demarest at 202-551-3432 or Kristina Marrone at 202-551-3429
if you have questions regarding comments on the financial statements and related matters. Please
contact Stacie Gorman at 202-551-3585 or Pam Long at 202-551-3765 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction