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CORRESP
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 Eversheds Sutherland (US) LLP
 700 Sixth Street, NW, Suite 700
 Washington, DC 20001-3980

 D: +1.202.383.0176

 StevenBoehm@eversheds-sutherland.com

 December 12, 2025

 Via EDGAR

 U.S. Securities and Exchange Commission
 Division of Investment Management
 Attention: Ms. Smiley
 100 F St. N.E.
 Washington, DC 20549

 Re: Powerlaw Corp.

 Preliminary Proxy Statement on Schedule 14A

 Filed November 26, 2025

 File No. 811-24121

 Dear
Ms. Smiley:

 On behalf of Powerlaw Corp.
(the " Company "), set forth below are the Company's responses to the oral comments provided by the Staff
of the Division of Investment Management (the " Staff ") of the Securities and Exchange Commission (the " SEC ")
on December 5, 2025 regarding the Company's Preliminary Proxy Statement on Schedule 14A (File No. 811-24121). The Staff's
comments are set forth below in bold italics and are followed by the Company's responses.

 Comments

 1. Please explain supplementally to the Staff whether affiliated persons comprise a majority of the
outstanding voting securities of the Company and whether they will control the vote on the measure.

 Response : The
Company supplementally advises the Staff that affiliated persons do not comprise a majority of the outstanding voting securities of the
Company and will not control the vote on the measure.

 2. In the section titled "Purpose of Meeting," the Company states that the primary purpose
of the meeting is to increase the per-share price. Please identify any other significant purposes of the proposal, if any, in this section
or in the section titled "Proposal 1: Approval of Reverse Stock Split."

 Response : The
Company supplementally advises the Staff that there are no other significant purposes for the proposal.

 Eversheds Sutherland
 (US) LLP is part of a global legal practice, operating through various separate and distinct legal entities, under Eversheds Sutherland. For
 a full description of the structure and a list of offices, please visit www.eversheds-sutherland.com.

 U.S. Securities and Exchange Commission
 December 12, 2025
 Page 2

 3. In
 the section titled "Proposal 1: Approval of Reverse Stock Split," the Company states that the Board has the power to
 effectuate the reverse stock split in the stated range within one year of shareholder approval. Please explain supplementally to
 the Staff why the proposal can be implemented up to one year from the approval. If the action is tied to listing requirements, could
 the listing happen within one year? Is the Board able to effectuate the reverse stock split even if the Company does not ultimately
 list on an exchange?

 Response : The
 Company supplementally advises the Staff that the Company intends to list shortly after its registration statement becomes effective.
 As this timeline is difficult to predict with precision, the one-year range for effectuating the reverse stock split allows for flexibility
 in case of unforeseen delays. The Company intends for the reverse stock split to occur prior to listing. If the Company does not ultimately
 list on an exchange, the Board may effectuate the reverse stock split if it determines that such action is in the best interests of the
 Company and its stockholders.

 4. In the section titled "Potential Effects of the Proposed Amendment," please supplementally
explain whether the Company has any other outstanding securities other than common stock and, if so, how the reverse stock split would
impact those securities.

 Response: The Company
supplementally advises the Staff that the Company has no outstanding securities other than its common stock.

 5. On Page 6, the Company states that officers and directors do not have a substantial interest in
the transaction. Please consider adding that officers and directors have no additional interest in the transaction, other than as selling
stockholders.

 Response: The Company
has considered the Staff's comment in light of the requirements of Schedule 14A, and does not believe that such disclosure is necessary
or required. Accordingly, the Company has not revised the disclosure in response to this comment.

 If you have any questions about the foregoing,
please do not hesitate to contact me at (202) 383-0176 or StevenBoehm@eversheds-sutherland.com.

 Sincerely,

 /s/ Steven B. Boehm

 Steven B. Boehm

 cc: Owen J. Pinkerton, Eversheds Sutherland (US) LLP

 Krisztina Nadasdy, Eversheds Sutherland (US) LLP