SecProbe.io

CORRESP
 1
 filename1.htm

 Perimeter
Acquisition Corp. I

 6060
N. Central Express Way, Suite 500

 Dallas,
Texas 75204

 May
8, 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

 Attn:
 Catherine
 De Lorenzo and Mary Beth Breslin

 Re:
 Perimeter
 Acquisition Corp. I

 Registration
 Statement on Form S-1, as amended
 Initially
 Filed March 20, 2025
 File
 No. 333-285974

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Perimeter Acquisition Corp. I (the "Company") hereby requests acceleration
of the effective date of the above referenced Registration Statement to 3:15 p.m., Eastern Time, on May 12, 2025, or as soon thereafter
as practicable, or at such other time as the Company or its outside counsel, Lowenstein Sandler LLP, request by telephone that such Registration
Statement be declared effective.

 Please
contact Daniel Forman, of Lowenstein Sandler LLP, special counsel to the Company, at (212) 419-5904, as soon as the Registration Statement
has been declared effective, or if you have any other questions or concerns regarding this matter.

 [ Signature
Page Follows ]

 Very
 truly yours,

 PERIMETER
 ACQUISITION CORP. I

 By:
 /s/
 Josef Valdman

 Name:
 Josef
 Valdman

 Title:
 Chief
 Executive Officer and President

 cc:

 Daniel
Forman, Lowenstein Sandler LLP

CORRESP
 1
 filename1.htm

 Citigroup
Global Markets Inc.

 388
Greenwich Street

 New
York, New York 10013

 May
8, 2025

 VIA
EDGAR

 William
Demarest

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:

 Perimeter
 Acquisition Corp. I

 Registration
 Statement on Form S-1

 Filed
 March 20, 2025, as amended

 File
 No. 333-285974

 Dear
Ladies and Gentlemen:

 Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the "Act"), the undersigned,
for itself, hereby joins in the request of Perimeter Acquisition Corp. I that the effective date of the above-referenced Registration
Statement be accelerated so as to permit it to become effective at 3:15 p.m. Eastern time on Monday, May 12, 2025, or as soon thereafter
as practicable.

 Pursuant
to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises that approximately 150 copies of the Preliminary
Prospectus dated May 6, 2025 are expected to be distributed to prospective underwriters and dealers, institutional investors, retail
investors and others.

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

 *
* *

 [ Signature
Page Follows ]

 Very
 truly yours,

 Citigroup
 Global Markets Inc.

 By:
 /s/
 Jonathan Adamski

 Name:

 Jonathan
 Adamski

 Title:

 Director

 As
 the Underwriter

 [ Signature
Page to Underwriter's Acceleration Request Letter ]

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 6, 2025

Josef Valdman
Chief Executive Officer
Perimeter Acquisition Corp. I
6060 N. Central Express Way, Suite 500
Dallas, TX 75204

 Re: Perimeter Acquisition Corp. I
 Amendment No. 1 Registration Statement on Form S-1
 Filed April 18, 2025
 File No. 333-285974
Dear Josef Valdman:

 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 April 16,
2025 letter.

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

1. We note the Letter Agreement filed as Exhibit 10.8 requires the prior
consent of the
 sponsor before entering into a definitive agreement regarding a proposed
business
 combination. Please revise the registration statement to include this
disclosure. Refer
 to Item 1603(a)(5) of Regulation S-K.
 May 6, 2025
Page 2
Exhibits

2. Please request that Cayman counsel revise its opinion in Exhibit 5.2 to
remove
 inappropriate assumptions. For example, we note paragraph 11 of Schedule
2. It is not
 appropriate for counsel to include in its opinion assumptions that
assume any of the
 material facts underlying the opinion. Refer to Section II.B.3.a of
Staff Legal Bulletin
 No. 19.

 Please contact William Demarest at 202-551-3432 or Mark Rakip at
202-551-3573 if
you have questions regarding comments on the financial statements and related
matters. Please contact Catherine De Lorenzo at 202-551-3772 or Mary Beth
Breslin at 202-
551-3625 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Daniel Forman, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 VIA EDGAR

 May 6, 2025

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street, N.E. Washington, D.C. 20549

 Attention:
 Catherine De Lorenzo

 Mary Beth Breslin

 William Demarest

 Mark Rakip

 Re:
 Perimeter Acquisition Corp. I

 Amendment No. 1 Registration Statement on
Form S-1

 Filed April 18, 2025

 File No. 333-285974

 Ladies and Gentlemen:

 On behalf of our client, Perimeter Acquisition Corp.
I (the " Company "), this letter sets forth the Company's responses to the comments provided by the staff (the
" Staff ") of the Division of Corporation Finance of the U.S. Securities and Exchange Commission relating to the Company's
Registration Statement on Form S-1, as amended by Amendment No. 1 on April 18, 2025 (the " Registration Statement ")
contained in the Staff's letter dated May 6, 2025 (the " Comment Letter "). In response to the comments set forth
in the Comment Letter, the Company has revised the Registration Statement and is filing Amendment No. 2 to the Registration Statement
together with this response letter. The Registration Statement also contains certain additional updates and revisions.

 For the convenience of the Staff, each comment from
the Comment Letter is restated in bold prior to the response to such comment. All references to page numbers and captions (other than
those in the Staff's comments) correspond to pages and captions in the Registration Statement.

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

 General

 1.
 We note the Letter Agreement filed as Exhibit 10.8 requires the prior consent of the sponsor before entering into a definitive agreement regarding a proposed business combination. Please revise the registration statement to include this disclosure. Refer to Item 1603(a)(5) of Regulation S-K .

 Response : The Company respectfully acknowledges
the Staff's comment and directs the Staff's attention to the disclosure on pages 12, 52, 106 and 114 of the Registration Statement,
which addresses the Staff's comment.

 Exhibits

 2.
 Please request that Cayman counsel revise its opinion in Exhibit 5.2 to remove inappropriate assumptions. For example, we note paragraph 11 of Schedule 2. It is not appropriate for counsel to include in its opinion assumptions that assume any of the material facts underlying the opinion. Refer to Section II.B.3.a of Staff Legal Bulletin No. 19.

 Response : The Company respectfully acknowledges
the Staff's comment and advises the Staff that it has filed an updated legal opinion from the Company's Cayman Islands counsel
to address the Staff's comment.

 Please do not hesitate to contact me at (212) 419-5904
or dforman@lowenstein.com if you have any questions regarding the foregoing or if we can provide any additional information.

 Sincerely,

 /s/
 Daniel Forman

 Daniel Forman

 Cc
 Josef Valdman, Chief Executive Officer and President

 Joel Rubinstein, White & Case LLP
 Daniel Nussen, White & Case LLP

CORRESP
 1
 filename1.htm

 VIA
EDGAR

 April
18, 2025

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Real Estate & Construction

 100
F Street, N.E. Washington, D.C. 20549

 Attention: Catherine De Lorenzo

 Mary
Beth Breslin

 William
Demarest

 Mark
Rakip

 Re: Perimeter Acquisition
Corp. I

 Registration
Statement on Form S-1

 Filed
March 20, 2025

 File
No. 333-285974

 Ladies
and Gentlemen:

 On
behalf of our client, Perimeter Acquisition Corp. I (the " Company "), this letter sets forth the Company's responses
to the comments provided by the staff (the " Staff ") of the Division of Corporation Finance of the U.S. Securities
and Exchange Commission relating to the Company's Registration Statement on Form S-1 (the " Registration Statement ")
contained in the Staff's letter dated April 16, 2025 (the " Comment Letter "). In response to the comments set
forth in the Comment Letter, the Company has revised the Registration Statement and is filing the Registration Statement together with
this response letter. The Registration Statement also contains certain additional updates and revisions.

 For
the convenience of the Staff, each comment from the Comment Letter is restated in bold prior to the response to such comment. All references
to page numbers and captions (other than those in the Staff's comments) correspond to pages and captions in the Registration Statement.

 Registration
Statement on Form S-1

 Cover
Page

 1. Please
 describe on the cover page, the summary, and elsewhere as applicable the anti- dilution adjustments
 that may result in the issuance of additional securities to the sponsor, its affiliates,
 and promoters in connection with any change in the size of the offering. In that regard,
 we note your disclosure on pages 22, 87, and elsewhere that if you increase or decrease the
 size of the offering pursuant to Rule 462(b) under the Securities Act, you will effect a
 share capitalization or other mechanism with respect to your Class B shares so as to maintain
 the ownership of founder shares by the initial shareholders, on an as-converted basis, at
 approximately 20% of your issued and outstanding ordinary shares upon consummation of the
 offering. Please refer to Items 1602(a)(3) and 1602(b)(6) of Regulation S-K.

 Response :
The Company respectfully acknowledges the Staff's comment and advises the Staff that it has revised the disclosure on the cover
page and on pages 17, 19, 71, 111, and 138 of the Registration Statement to address the Staff's comment.

 Summary,
page 1

 2. Please
 include a discussion of any prior SPAC experience of your management team, your sponsor,
 or affiliates. For example, please include details such as any completed business combinations
 and related redemption levels, and any possible liquidations. Please refer to Item 1603(a)(3)
 of Regulation S-K.

 Response :
The Company respectfully acknowledges the Staff's comment and advises the Staff that it has revised the disclosure on pages 5
and 100 of the Registration Statement to address the Staff's comment.

 Principal
Shareholders, page 138

 3. Please
 revise the appropriate section or sections of your document to include a description of the
 material roles and responsibilities of the SPAC sponsor and any of its affiliates in directing
 and managing your company's activities. In that regard we note your footnote disclosure
 3 and 5 on page 138. Please refer to Item 1603(a)(4) of Regulation S-K.

 Response :
The Company respectfully acknowledges the Staff's comment and advises the Staff that it has revised the disclosure on pages 17
and 111 of the Registration Statement to address the Staff's comment.

 4. Please
 disclose all persons who have a direct and material interest in the SPAC sponsor. We note
 your disclosure that Gamma Asset Management LLC has a membership interest and a certain percentage
 of the economic rights attributable to the sponsor, and your statement that Gamma International
 Bank is a "strategic investor in [y]our sponsor." Refer to Item 1603(a)(7) of
 Regulation S-K. To the extent an entity's interest in the sponsor is direct and material,
 please disclose the natural person(s) who have voting or investment control over the shares
 held by the entity.

 Response :
The Company respectfully acknowledges the Staff's comment and advises the Staff that it has revised the disclosure on page 138
of the Registration Statement to address the Staff's comment.

 We
hope that the responses above adequately addresses the Staff's comments. If you have any questions or comments regarding this letter
or the Registration Statement, please do not hesitate to contact me at (212) 419-5904.

 Sincerely,

 Daniel
Forman, Esq.

 Cc Josef Valdman,
Chief Executive Officer and President

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 16, 2025

Josef Valdman
Chief Executive Officer
Perimeter Acquisition Corp. I
6060 N. Central Express Way, Suite 500
Dallas, TX 75204

 Re: Perimeter Acquisition Corp. I
 Registration Statement on Form S-1
 Filed March 20, 2025
 File No. 333-285974
Dear Josef Valdman:

 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. Please describe on the cover page, the summary, and elsewhere as
applicable the anti-
 dilution adjustments that may result in the issuance of additional
securities to the
 sponsor, its affiliates, and promoters in connection with any change in
the size of the
 offering. In that regard, we note your disclosure on pages 22, 87, and
elsewhere that if
 you increase or decrease the size of the offering pursuant to Rule
462(b) under the
 Securities Act, you will effect a share capitalization or other
mechanism with respect
 to your Class B shares so as to maintain the ownership of founder shares
by the initial
 shareholders, on an as-converted basis, at approximately 20% of your
issued and
 outstanding ordinary shares upon consummation of the offering. Please
refer to Items
 1602(a)(3) and 1602(b)(6) of Regulation S-K.
 April 16, 2025
Page 2
Summary, page 1

2. Please include a discussion of any prior SPAC experience of your
management team,
 your sponsor, or affiliates. For example, please include details such as
any completed
 business combinations and related redemption levels, and any possible
liquidations.
 Please refer to Item 1603(a)(3) of Regulation S-K.
Principal Shareholders, page 138

3. Please revise the appropriate section or sections of your document to
include a
 description of the material roles and responsibilities of the SPAC
sponsor and any of
 its affiliates in directing and managing your company's activities. In
that regard we
 note your footnote disclosure 3 and 5 on page 138. Please refer to Item
1603(a)(4) of
 Regulation S-K.
4. Please disclose all persons who have a direct and material interest in
the SPAC
 sponsor. We note your disclosure that Gamma Asset Management LLC has a
 membership interest and a certain percentage of the economic rights
attributable to the
 sponsor, and your statement that Gamma International Bank is a
"strategic investor in
 [y]our sponsor." Refer to Item 1603(a)(7) of Regulation S-K. To the
extent an entity's
 interest in the sponsor is direct and material, please disclose the
natural person(s) who
 have voting or investment control over the shares held by the entity.

 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 Mark Rakip at
202-551-3573 if
you have questions regarding comments on the financial statements and related
matters. Please contact Catherine De Lorenzo at 202-551-3772 or Mary Beth
Breslin at 202-
551-3625 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Daniel Forman, Esq.
</TEXT>
</DOCUMENT>