SecProbe.io

CORRESP
 1
 filename1.htm

 VIA EDGAR

 Cohen & Company Capital Markets,

 a division of J.V.B. Financial Group

 3 Columbus Circle, 24th Floor

 New York, New York 10019

 April 24, 2025

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street, N.E.

 Washington, D.C. 20549

 Re: Real Asset Acquisition Corp.

 Registration Statement on Form S-1

 Registration File No. 333-284777

 Ladies and Gentlemen:

 In accordance with Rule 461 under the Securities
Act of 1933, as amended (the "Act"), we, as representative of the several underwriters, hereby join in the request of Real
Asset Acquisition Corp. (the "Company") for acceleration of the effective date of the above-named Registration Statement on
Form S-1, as amended, so that it becomes effective at 4:00 PM, Eastern Time, on April 28, 2025 or as soon thereafter as practicable, or
at such other time as the Company or its outside counsel, Perkins Coie LLP, may orally request via telephone call that such Registration
Statement be declared effective.

 Pursuant to Rule 460 under the Act, we, as representative
of the several underwriters, wish to advise you that we intend to distribute to each underwriter, dealer or institution who is reasonably
anticipated to participate in the offering as many copies of the Preliminary Prospectus included in the above-named Registration Statement,
as amended, as appears to be reasonable to secure adequate distribution of the Preliminary Prospectus.

 We, the undersigned, as representative of the several
underwriters, will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 [ Signature Page Follows ]

 Very truly yours,

 By:
 Cohen & Company Capital Markets, a
 division of J.V.B. Financial Group

 By:
 /s/ Jerry Serowik

 Name:
 Jerry Serowik

 Title:
 Senior Managing Director

 [ Signature Page to Underwriters' Acceleration
Request ]

CORRESP
 1
 filename1.htm

 Real Asset Acquisition Corp.

 174 Nassau Street, Suite 2100

 Princeton, New Jersey 08542

 April 24, 2025

 VIA EDGAR

 Pearlyne Paulemon

 Division of Corporation Finance

 Office of Real Estate & Construction

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, DC 20549-3233

 Re:
 Real Asset Acquisition Corp.

 Registration Statement on Form S-1

 Filed February 7, 2025, as amended

 File No. 333-284777

 Dear Ms. Paulemon:

 Pursuant to Rule 461 of the
rules and regulations promulgated under the Securities Act of 1933, as amended, Real Asset Acquisition Corp. respectfully requests that
the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m. Eastern
Time on April 28, 2025, or as soon thereafter as practicable.

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

 [ Signature Page Follows ]

 Very truly yours,

 By:
 /s/ Peter Ort

 Name:
 Peter Ort

 Title:
 Principal Executive Officer and Co-Chairman

 cc: Elliott Smith, Perkins Coie LLP

 [ Signature Page to Acceleration Request ]

CORRESP
 1
 filename1.htm

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

 T. +1.212.262.6900
 F. +1.212.977.1649
 perkinscoie.com

 April
1, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

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

 Attention: Pearlyne Paulemon

 Jeffrey Gabor

 Jennifer Monick

 Jeffrey Lewis

 Re: Real Asset Acquisition Corp.
 Amendment No. 1 to Registration Statement on Form S-1

 Filed March 14, 2025

 File No. 333-284777

 Ladies and Gentlemen:

 On behalf of our client, Real
Asset Acquisition Corp., a Cayman Islands exempted company (the " Company "), we are writing to submit the Company's
responses to the comments of the staff of the Division of Corporation Finance of the United States Securities and Exchange Commission
(the " Staff ") with respect to the above-referenced Amendment No. 1 to Registration Statement on Form S-1 (the " Registration
Statement "), contained in the Staff's letter dated March 26, 2025 (the " Comment Letter ").

 The Company has filed via
EDGAR Amendment No. 2 to the Registration Statement (" Amendment No. 2 "), which reflects the Company's responses
to the comments received by the Staff and certain updated information. For ease of reference, each comment contained in the Comment Letter
is printed below in bold and is followed by the Company's response. All page references in the responses set forth below refer to
page numbers in the Amendment No. 2. Capitalized terms used but not defined herein have the meanings set forth in the Amendment No. 2.

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

 Our Sponsor,
page 5

 1. We acknowledge your response and revisions to prior comment 2. We note that your sponsor transferred
25,000 Class B ordinary shares to each of your independent director nominees (for an aggregate of 75,000 Class B ordinary shares). However,
the compensation table here and on page 122 reflect 40,000 Class B ordinary shares for your independent directors. Lastly, we note your
cover page disclosure that your sponsor transferred 10,000 Class B ordinary shares to each of your advisors (for an aggregate of 40,000
Class B ordinary shares); however, your disclosure on page 116 and elsewhere indicate an aggregate of 60,000 Class B founder shares to
your advisors. Please revise for consistency or advise.

 Response : The Company acknowledges
the comments of the Staff and has revised the disclosure on pages 6 and 122.

 * * *

 United States Securities and Exchange Commission

 April 1, 2025

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

 Best regards,

 /s/ Perkins Coie LLP

 cc: Peter
Ort, Real Asset Acquisition Corp.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 26, 2025

Peter Ort
Principal Executive Officer
Real Asset Acquisition Corp.
174 Nassau Street, Suite 2100
Princeton, NJ 08542

 Re: Real Asset Acquisition Corp.
 Amendment No.1 to Registration Statement on Form S-1
 Filed March 14, 2025
 File No. 333-284777
Dear Peter Ort:

 We have reviewed your amended 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 the 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 March 6,
2025 letter.

Amendment No.1 to Registration Statement on Form S-1
Our Sponsor, page 5

1. We acknowledge your response and revisions to prior comment 2. We note
that your
 sponsor transferred 25,000 Class B ordinary shares to each of your
independent
 director nominees (for an aggregate of 75,000 Class B ordinary shares).
However, the
 compensation table here and on page 122 reflect 40,000 Class B ordinary
shares for
 your independent directors. Lastly, we note your cover page disclosure
that your
 sponsor transferred 10,000 Class B ordinary shares to each of your
advisors (for an
 aggregate of 40,000 Class B ordinary shares); however, your disclosure
on page 116
 and elsewhere indicate an aggregate of 60,000 Class B founder shares to
 your advisors. Please revise for consistency or advise.
 March 26, 2025
Page 2

 Please contact Jeffrey Lewis at 202-551-6216 or Jennifer Monick at
202-551-3295 if
you have questions regarding comments on the financial statements and related
matters. Please contact Pearlyne Paulemon at 202-551-8714 or Jeffrey Gabor at
202-551-
2544 with any other questions.

 Sincerely,

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

CORRESP
 1
 filename1.htm

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

 T. +1.212.262.6900
 F. +1.212.977.1649
 perkinscoie.com

 March
14, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

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

 Attention: Pearlyne Paulemon

 Jeffrey Gabor

 Jennifer Monick

 Jeffrey Lewis

 Re: Real Asset Acquisition Corp.
Registration Statement on Form S-1

 Submitted February 7, 2025

 File No. 333-284777

 Ladies and Gentlemen:

 On behalf of our client, Real
Asset Acquisition Corp., a Cayman Islands exempted company (the " Company "), we are writing to submit the Company's
responses to the comments of the staff of the Division of Corporation Finance of the United States Securities and Exchange Commission
(the " Staff ") with respect to the above-referenced Registration Statement on Form S-1 (the " Registration Statement "),
contained in the Staff's letter dated March 6, 2025 (the " Comment Letter ").

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

 Registration Statement on Form S-1 submitted
February 7, 2025

 Cover Page

 1. Please clearly state that there may be actual or potential material conflicts of interest between the
sponsor, its affiliates, or promoters; and purchasers in the offering. See Item 1602(a)(5) of Regulation S-K.

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

 2. We note that your sponsor transferred 25,000 founder shares and 10,000 founder shares to each of your
independent directors and to each of your advisors. When discussing the amount of compensation received or to be received, as required
by Item 1602(a)(3) of Regulation S-K, please include any compensation paid or to be paid to or securities issued or to be issued to sponsor
affiliates and promoters and the price paid. Please also revise the tables on pages 5 and 112. See Item 1602(b)(6) of Regulation S-K

 Response : The Company
acknowledges the comments of the Staff and has revised the disclosure on the cover page as well as pages 6, 25, 45, 69, 116, 122,
169 and 172.

 United States Securities and Exchange Commission

 March 14, 2025

 Prospectus Summary

 Our Sponsor, page 5

 3. In your compensation table here and on page 116, please revise to include the antidilution adjustment
of the founder shares. Please also revise the table to reflect that in addition to your sponsor, independent directors, advisors, or their
respective affiliates may be paid a finder's fee, advisory fee, consulting fee or success fee, as referenced on page 38. Lastly,
please revise the table to reflect that in addition to the sponsor, an affiliate of the sponsor may be paid a salary or fee in connection
with the business combination. See Item 1602(b)(6) and Item 1603(a)(6) of Regulation S-K.

 Response : The Company acknowledges
the comments of the Staff and has revised the disclosure on pages 6 and 122.

 The Offering, page 20

 4. We note your disclosure on page 21 that 7,500,000 warrants will be outstanding after this offering
and the private placement. We further note your note (5) on page 21 and one of your risk factors on page 91 indicate there will be 2,500,000
public warrants. Such amounts do not appear to be consistent with the terms of the transaction. Please revise the number of warrants for
accuracy.

 Response : The Company acknowledges
the comments of the Staff and has revised the disclosure on page 22.

 Ability to extend time to complete business
combination, page 30

 5. Please disclose your plans if you do not consummate a de-SPAC transaction within 24 months, including
whether there are any limitations on the number of extensions, including the number of times, and the consequences to the SPAC sponsor
of not completing an extension of this time period. See Item 1602(b)(4) of Regulation S-K.

 Response : The Company acknowledges
the comments of the Staff and has revised the disclosure on pages 17-18, 31, 105, 134-135 and 173.

 Anticipated expenses and funding sources, page
31

 6. Please revise this section or include a new section within the Summary under an appropriate subcaption
to provide a more comprehensive discussion regarding whether you have any plans to seek additional financing and how such financings may
impact unaffiliated security holders, as required by Item1602(b)(5) of Regulation S-K. In this regard, we note your disclosures that you
intend to target businesses with enterprise values that are greater than you could acquire with the net proceeds of this offering and
the sale of the private placement warrants, as stated on page 69.

 Response : The Company acknowledges
the comments of the Staff and has revised the disclosure on page 47-49.

 2

 United States Securities and Exchange Commission

 March 14, 2025

 Dilution, page 103

 7. Please revise your dilution disclosure on pages 103 to 105 to also include the tabular dilution disclosure
you have provided on the outside front cover page of the prospectus. Reference is made to Item 1602(c) of Regulation S-K.

 Response : The Company acknowledges
the comments of the Staff and has revised the disclosure on page 108.

 8. We note all of the column headings are labeled as "With Over-Allotment" in the table on page
104. Please revise to ensure that the column headings are properly labeled as "With Over-Allotment" or "Without Over-Allotment"
for each redemption scenario in the table.

 Response : The Company acknowledges
the comments of the Staff and has revised the disclosure on page 109.

 9. We note inconsistent disclosure throughout in your filing with respect to whether or not you cannot
redeem the public shares in an amount that would cause your net tangible assets to be less than $5,000,001. For example purposes only,
we noted:

 ● On page 67, you disclose that your amended
and restated memorandum and articles of association will not provide a specified maximum redemption threshold.

 ● Your tabular disclosure on page 104 indicates
you have assumed $140,125,912 as the amount paid for redemptions in your maximum redemption scenario. This tabular disclosure in inconsistent
with your narrative disclosure on page 105, which states that for purposes of presenting the maximum redemption scenario, you have reduced
your pro forma net tangible book value after this offering (assuming no exercise of the underwriters' over-allotment option) by
$150,000,000 because holders of up to approximately 100% of your public shares may redeem their shares.

 ● On page F-11, you state that although the
Company did not specify a maximum redemption threshold, its charter provides that the Company will not redeem its Public Shares in an
amount that would cause its net tangible assets (shareholder's equity) to be less than $5,000,001.

 Please revise your filing to address
these and other related inconsistencies. Your revisions should clarify if you do or do not have a redemption restriction such that you
cannot redeem the public shares in an amount that would cause your net tangible assets to be less than $5,000,001.

 Response : The Company acknowledges
the comments of the Staff and has revised the disclosure on pages 107-108, F-8 and F-11.

 10. We note that one of your calculations assumptions is that no ordinary shares and convertible equity
or debt securities are issued in connection with additional financing in connection with an initial business combination. Please expand
your disclosure to highlight that you may need to do so as you intend to target an initial business combination with a target company
whose enterprise value is greater than you could acquire with the net proceeds of the offering and the sale of private placement warrants,
as stated on page 69 of your prospectus.

 Response : The Company acknowledges
the comments of the Staff and has revised the disclosure on page 107 and 114.

 * * *

 3

 United States Securities and Exchange Commission

 March 14, 2025

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

 Best regards,

 /s/ Perkins Coie LLP

 cc:
 Peter Ort, Real Asset Acquisition Corp.

 4

March 6, 2025
Peter Ort
Principal Executive Officer
Real Asset Acquisition Corp.
174 Nassau Street, Suite 2100
Princeton, NJ 08542
Re:Real Asset Acquisition Corp.
Registration Statement on Form S-1
Filed February 7, 2025
File No. 333-284777
Dear Peter Ort:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1 filed February 7, 2025
Cover Page
1.Please clearly state that there may be actual or potential material conflicts of interest
between the sponsor, its affiliates, or promoters; and purchasers in the offering. See
Item 1602(a)(5) of Regulation S-K.
2.We note that your sponsor transferred 25,000 founder shares and 10,000 founder
shares to each of your independent directors and to each of your advisors. When
discussing the amount of compensation received or to be received, as required by Item
1602(a)(3) of Regulation S-K, please include any compensation paid or to be paid to
or securities issued or to be issued to sponsor affiliates and promoters and the price
paid. Please also revise the tables on pages 5 and 112. See Item 1602(b)(6) of
Regulation S-K.

March 6, 2025
Page 2
Prospectus Summary
Our Sponsor, page 5
3.In your compensation table here and on page 116, please revise to include the anti-
dilution adjustment of the founder shares. Please also revise the table to reflect that in
addition to your sponsor, independent directors, advisors, or their respective affiliates
may be paid a finder’s fee, advisory fee, consulting fee or success fee, as referenced
on page 38. Lastly, please revise the table to reflect that in addition to the sponsor, an
affiliate of the sponsor may be paid a salary or fee in connection with the business
combination. See Item 1602(b)(6) and Item 1603(a)(6) of Regulation S-K.
The Offering, page 20
4.We note your disclosure on page 21 that 7,500,000 warrants will be outstanding after
this offering and the private placement. We further note your note (5) on page 21 and
one of your risk factors on page 91 indicate there will be 2,500,000 public warrants.
Such amounts do not appear to be consistent with the terms of the transaction. Please
revise the number of warrants for accuracy.
Ability to extend time to complete business combination, page 30
5.Please disclose your plans if you do not consummate a de-SPAC transaction within 24
months, including whether there are any limitations on the number of extensions,
including the number of times, and the consequences to the SPAC sponsor of not
completing an extension of this time period. See Item 1602(b)(4) of Regulation S-K.
Anticipated expenses and funding sources, page 31
6.Please revise this section or include a new section within the Summary under an
appropriate subcaption to provide a more comprehensive discussion regarding
whether you have any plans to seek additional financing and how such financings may
impact unaffiliated security holders, as required by Item1602(b)(5) of Regulation S-K.
In this regard, we note your disclosures that you intend to target businesses with
enterprise values that are greater than you could acquire with the net proceeds of this
offering and the sale of the private placement warrants, as stated on page 69.
Dilution, page 103
7.Please revise your dilution disclosure on pages 103 to 105 to also include the tabular
dilution disclosure you have provided on the outside front cover page  of the
prospectus . Reference is made to Item 1602(c) of Regulation S-K.
8.We note all of the column headings are labeled as "With Over-Allotment" in the table
on page 104. Please revise to ensure that the column headings are properly labeled as
"With Over-Allotment" or "Without Over-Allotment" for each redemption scenario in
the table.
We note inconsistent disclosure throughout in your filing with respect to whether or
not you cannot redeem the public shares in an amount that would cause your net
tangible assets to be less than $5,000,001. For example purposes only, we noted:
On page 67, you disclose that your amended and restated memorandum and
articles of association will not provide a specified maximum redemption •9.

March 6, 2025
Page 3
threshold.
•Your tabular disclosure on page 104 indicates you have assumed $140,125,912 as
the amount paid for redemptions in your maximum redemption scenario. This
tabular disclosure in inconsistent with your narrative disclosure on page 105,
which states that for purposes of presenting the maximum redemption scenario,
you have reduced your pro forma net tangible book value after this offering
(assuming no exercise of the underwriters’ over-allotment option) by
$150,000,000 because holders of up to approximately 100% of your public shares
may redeem their shares.
•On page F-11, you state that although the Company did not specify a maximum
redemption threshold, its charter provides that the Company will not redeem its
Public Shares in an amount that would cause its net tangible assets (shareholder’s
equity) to be less than $5,000,001.
Please revise your filing to address these and other related inconsistencies. Your
revisions should clarify if you do or do not have a redemption restriction such that you
cannot redeem the public shares in an amount that would cause your net tangible
assets to be less than $5,000,001.
10.We note that one of your calculations assumptions is that no ordinary shares and
convertible equity or debt securities are issued in connection with additional financing
in connection with an initial business combination. Please expand your disclosure to
highlight that you may need to do so as you intend to target an initial business
combination with a target company whose enterprise value is greater than you could
acquire with the net proceeds of the offering and the sale of private placement
warrants, as stated on page 69 of your prospectus.
            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 Jeffrey Lewis at 202-551-6216 or Jennifer Monick at 202-551-3295 if
you have questions regarding comments on the financial statements and related
matters. Please contact Pearlyne Paulemon at 202-551-8714 or Jeffrey Gabor at 202-551-
2544 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Elliott Smith