SecProbe.io

CORRESP
 1
 filename1.htm

 May 14, 2025

 Via EDGAR

 United States Securities and Exchange Commission
 Division of Corporation Finance
 Office of Real Estate & Construction
 100 F Street, N.E.
 Washington, D.C. 20549-3561

 Re:

 Renatus Tactical Acquisition Corp I
 Registration Statement on Form S-1, as amended (File No. 333- 285842)

 Ladies and Gentlemen:

 In accordance with Rule 461 under the Securities Act of 1933, as amended (the “ Act ”), Clear Street LLC, as the
 underwriter, hereby joins Renatus Tactical Acquisition Corp I in requesting that the Securities and Exchange Commission take appropriate action to cause the Registration Statement on Form S-1 (File No. 333- 285842) (the “ Registration Statement ”) to become effective on May 14, 2025, at 4:00 p.m., Eastern Standard Time, or as soon as practicable thereafter.

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

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

 [ Signature Page Follows ]

 Very truly yours,

 CLEAR STREET LLC

 By:

 /s/ Ryan Gerety

 Name:

 Ryan Gerety

 Title:

 Managing Director

 cc:

 Patrick H. Shannon, Latham & Watkins LLP
 R. Charles Cassidy III, Latham & Watkins LLP

 Renatus Tactical Acquisition Corp I – Underwriter’s Acceleration Request Letter

CORRESP
 1
 filename1.htm

 Renatus Tactical Acquisition Corp I
 1825 Ponce de Leon Blvd, Suite 260
 Coral Gables, FL 33134

 May 14, 2025

 VIA EDGAR

 Securities and Exchange Commission
 Office of Finance
 Division of Corporation Finance
 100 F Street, NE
 Washington, D.C. 20549
 Attention: Kellie Kim, Shannon Menjivar, Benjamin Holt and Pam Long

 Re:

 Renatus Tactical Acquisition Corp I

 Registration Statement on Form S-1, as amended

 File No. 333-285842

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Renatus Tactical Acquisition Corp I, a Cayman Islands exempted company (the “ Company ”), hereby requests acceleration of the effective date of the
 above referenced Registration Statement to 4:00 p.m., Eastern Time, on Wednesday, May 14, 2025, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Paul Hastings LLP, requests by telephone that such
 Registration Statement be declared effective.

 Please contact Gil Savir of Paul Hastings LLP, counsel to the Company, at (212) 318-6080, as soon as the registration statement has been declared effective, or if you have any other questions or concerns regarding this
 matter.

 Sincerely,

 /s/ Eric Swider

 Eric Swider

 Chief Executive Officer

CORRESP
 1
 filename1.htm

 Via EDGAR Submission

 May 13, 2025

 Office of Finance
 Division of Corporation Finance
 U.S. Securities and Exchange Commission
 100 F Street, NE
 Washington, D.C. 20549

 Kellie Kim
 Shannon Menjivar
 Benjamin Holt
 Pam Long

 Re: Renatus Tactical Acquisition Corp I
 Amendment No. 2 to Registration Statement on Form S-1 Submitted May 6, 2025
 Amendment No. 3 to Registration Statement on Form S-1 Submitted May 9, 2025
 CIK No. 0002035173

 Dear Kellie Kim, Shannon Menjivar, Benjamin Holt and Pam Long :

 On behalf of Renatus Tactical Acquisition Corp I, a Cayman Islands exempted company (“ we ” or the “ Registrant ”), we submit to the staff (the “ Staff ”) of the Securities and Exchange Commission (the “ Commission ”)
 this letter setting forth the Registrant’s responses to the comments contained in the Staff’s letter dated May 12, 2025, regarding the Registrant’s Amendment No. 2 to the Registration Statement on Form S-1 filed with the Commission on May 6, 2025 (“ Amendment No. 2 ”) and Amendment No. 3 to the Registration Statement on Form S-1 filed with the Commission on May 9, 2025 (“ Amendment No. 3 ”). For the Staff’s convenience, we have repeated below each of the Staff’s comments in bold and have followed such comment with the Registrant’s
 response. Concurrently with the transmission of this letter, we are filing the Registrant’s Amendment No. 4 to the Registration Statement on Form S-1 with the Commission through EDGAR (“ Amendment No. 4 ”), which reflects the Registrant’s responses to the comments received by the Staff and certain updated information. All page references in the responses set forth below refer to page numbers
 in Amendment No. 4.

 Amendment No. 4 Re g istration Statement on Form S-1 filed May 9, 2025

 Summary

 Our Sponsor, page 3

 1.

 Please revise, here and elsewhere as appropriate, to disclose the entity controlled by Mr. Nunes that owns the remaining 50% of the
 economic interest in the founder shares held by Sponsor HoldCo.

 Response:
 The Registrant acknowledges the Staff’s comment and has revised the disclosure on pages 1-3, 120 and 156 of Amendment No. 4.

 2.

 Please revise your narrative and/or tabular disclosures on page 5, as applicable, to clarify to which of your directors and officers
 the founder shares transfer restrictions apply. In this regard, we note that the narrative disclosure preceding the table states, "Pursuant to the Insider Letter Agreement . . . each of Sponsor HoldCo, our directors and officers . . . has
 agreed to restrictions on its ability to transfer, assign, or sell the founder shares . . . as summarized in the table below," which suggests the restrictions apply to all of your directors and officers. However, the table does not include
 your officers Messrs. Cano and Rhodes. We also note that the Insider Letter Agreement filed as Exhibit 10.1 does not specify all of the parties to the agreement in the preamble or the signature pages.

 Response:
 The Registrant respectfully acknowledges the Staff’s comment and has revised the disclosure on page 5 of Amendment No. 4. Additionally, the Registrant has filed a revised Exhibit 10.1 to include signature pages that specify all parties to
 the Insider Letter Agreement.

 Principal Shareholders, page 156

 3.

 As applicable, please revise to clarify the number of founder shares that will be transferred to your independent directors and
 certain of your advisors and officers for their services. In this regard, we note your disclosures elsewhere referring to the transfer of 700,000 founder shares. However, here you disclose only 500,000.

 Response:
 The Registrant acknowledges the Staff’s comment and has revised the disclosure on pages 4, 24, 91, 117, 147, 156 and F-13 of Amendment No. 4. The Registrant respectfully advises the Staff that prior to the closing of the offering the
 Registrant’s sponsor will transfer a total of 500,000 founder shares to the Company’s directors and officers for their services. The Registrant’s sponsor may also transfer up to 200,000 founder shares to certain advisors of the Registrant
 after the closing of the offering and prior to the closing of the Registrant’s initial business combination.

 Exhibits

 4.

 Please revise the exhibit index so that the hyperlink for Exhibit 107 refers to your Amendment No. 1 to Form S-1 filed April 21,
 2025, rather than your Form S-1 filed March 14, 2025.

 Response:
 The Registrant acknowledges the Staff’s comment and has updated the hyperlink for Exhibit 107 to reference Amendment No. 1 to Form S-1 filed on April 21, 2025.

 *            *            *           *

 If you have any questions regarding this submission, please contact Gil Savir at 770-878-2696.

 Thank you for your time and attention.

 Sincerely,

 /s/ Gil Savir
 Gil Savir
 of PAUL HASTINGS LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
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<TEXT>
 May 12, 2025

Eric Swider
Chief Executive Officer
Renatus Tactical Acquisition Corp I
1825 Ponce de Leon Blvd, Suite 260
Coral Gables, FL 33134

 Re: Renatus Tactical Acquisition Corp I
 Amendment No. 2 to Registration Statement on Form S-1 filed May 6,
2025
 Amendment No. 3 to Registration Statement on Form S-1 filed May 9,
2025
 File No. 333-285842
Dear Eric Swider:

 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.

Amendment No. 3 to Registration Statement on Form S-1 filed May 9, 2025
Our Sponsor, page 3

1. Please revise, here and elsewhere as appropriate, to disclose the entity
controlled by
 Mr. Nunes that owns the remaining 50% of the economic interest in the
founder
 shares held by Sponsor HoldCo.
2. Please revise your narrative and/or tabular disclosures on page 5, as
applicable, to
 clarify to which of your directors and officers the founder shares
transfer restrictions
 apply. In this regard, we note that the narrative disclosure preceding
the table
 states, "Pursuant to the Insider Letter Agreement . . . each of Sponsor
HoldCo, our
 directors and officers . . . has agreed to restrictions on its ability
to transfer, assign, or
 sell the founder shares . . . as summarized in the table below," which
suggests the
 restrictions apply to all of your directors and officers. However, the
table does not
 include your officers Messrs. Cano and Rhodes. We also note that the
Insider Letter
 May 12, 2025
Page 2

 Agreement filed as Exhibit 10.1 does not specify all of the parties to
the agreement in
 the preamble or the signature pages.
Principal Shareholders, page 156

3. As applicable, please revise to clarify the number of founder shares
that will be
 transferred to your independent directors and certain of your advisors
and officers for
 their services. In this regard, we note your disclosures elsewhere
referring to the
 transfer of 700,000 founder shares. However, here you disclose only
500,000.
Exhibits

4. Please revise the exhibit index so that the hyperlink for Exhibit 107
refers to your
 Amendment No. 1 to Form S-1 filed April 21, 2025, rather than your Form
S-1 filed
 March 14, 2025.
 Please contact Kellie Kim at 202-551-3129 or Shannon Menjivar at
202-551-3856 if
you have questions regarding comments on the financial statements and related
matters.
Please contact Benjamin Holt at 202-551-6614 or Pam Long at 202-551-3765 with
any other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Brandon J. Bortner, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Via EDGAR Correspondence

 May 9, 2025

 Office of Finance
 Division of Corporation Finance
 U.S. Securities and Exchange Commission
 100 F Street, NE
 Washington, D.C. 20549

 Kellie Kim
 Shannon Menjivar
 Benjamin Holt
 Pam Long

 Re: Renatus Tactical Acquisition Corp I
 Amendment No. 2 to Registration Statement on Form S-1
 Submitted March 14, 2025
 CIK No. 0002035173

 Dear Kellie Kim, Shannon Menjivar, Benjamin Holt and Pam Long :

 As discussed between myself and Benjamin Holt on May 9, 2025, on behalf of Renatus Tactical Acquisition Corp I, a Cayman Islands exempted company (the “ Registrant ”),

 we submit to the staff (the “ Staff ”) of the Securities and Exchange Commission (the “ Commission ”) this letter setting forth proposed revisions to disclosure contained in
 the Registrant’s Amendment No. 2 to the Registration Statement on Form S-1 (“ Amendment No. 2 ”) to reflect (i) that the up to 762,097 founder shares, which will be forfeited to the
 extent the underwriter do not exercise their over-allotment option, will be forfeited solely by the Registrant’s sponsor, not pro rata between all holders of founder shares, and (ii) holders of founder shares
 unaffiliated with the Registrant or the Registrant’s sponsor (“ Non-Sponsor Investors ”) will be signing a separate letter agreement containing transfer
 restrictions and voting requirements substantially similar to those in the letter agreement being signed by the Registrant’s sponsor, director and officers, except that the transfer restrictions will not apply to any of the Class A ordinary shares
 or public warrants acquired by the Non-Sponsor Investors (collectively, the “ Proposed Revisions ”). We also respectfully advise the Staff that the Company has filed Amendment No. 3 to the Registration
 Statement on Form S-1 (“ Amendment No. 3 ”) to reflect the Proposed Revisions, which are indicatively set forth below in the “Summary — Our Sponsor” section of Amendment No.
 2. The Proposed Revisions indicatively reflected in the “Summary — Our Sponsor”  section below, have been consistently applied to similar disclosure throughout Amendment No. 2 and are reflected on pages 1-7, 21,
 24-27, 31, 36, 38, 41-42, 53, 55, 85, 90-91, 106-107, 108, 111, 117, 128-129, 131, 153, 155-158, 163-167, 174, 195 in Amendment No. 3. All page references refer to page numbers in Amendment No. 3. Bold and underlined text reflects proposed additions
 to Amendment No. 2 and strikethrough text reflects proposed deletions from Amendment No. 2.

 Amendment No. 2 Re g istration Statement on Form S-1 filed May 5, 2025

 Summary

 “Insider Letter Agreement” are to the letter agreement to be entered into with Sponsor HoldCo and our officers and directors, the form of which will be filed as an exhibit to the
 registration statement of which this prospectus forms a part;

 “Non-Sponsor Investors Letter Agreement” are to the letter agreement to be entered into with each of the non-Sponsor investors, the form of which will be filed as an exhibit to the
 registration statement of which this prospectus forms a part.

 Our sponsor is International SPAC Management Group I LLC, a Cayman Islands limited liability company, which we refer to as “Sponsor HoldCo.” The managing member of Sponsor HoldCo is GCAG, that is
 controlled by Eric Swider, and controls the management of Sponsor HoldCo, including the exercise of voting and investment discretion over the securities of our company held by Sponsor HoldCo. GCAG owns a 50% economic interest in the founder shares
 held by Sponsor HoldCo and 100% of the private placement warrants held by Sponsor HoldCo and (together with GCAG, the “Sponsor HoldCo Investors”), an entity controlled by Mr. Devin Nunes, owns the remaining 50% of the economic interest in the founder
 shares held by Sponsor HoldCo. As of the date hereof, other than Messrs. Swider and Nunes, no other person has a direct or indirect material interest in Sponsor HoldCo.

 On July 30, 2024, our sponsor entered into a subscription agreement with us to purchase 9,583,333 founder shares for an aggregate purchase price of $25,000, or approximately $0.003 per share. On March
 13, 2025, Sponsor HoldCo surrendered for cancellation 3,740,591 founder shares held by it for no consideration. Accordingly, Sponsor HoldCo’s initial investment in us of $25,000 resulted in an effective purchase price of $0.004 per share for the
 5,842,742 founder shares held by it   Sponsor HoldCo has purchased (up to 762,097 of which will be subject to forfeiture by Sponsor Holdco
 depending on the extent to which the underwriters’ over-allotment option is exercised).

 Due to the low purchase price of the founder shares, the sponsor may have more of an economic incentive for us to enter into an initial business combination with a riskier, weaker-performing or
 financially unstable business, or an entity lacking an established record of revenues or earnings, than would be the case if such parties had paid the full offering price for their founder shares.

 The following table sets forth the payments to be received by our sponsor and its affiliates from us prior to or in connection with the completion of our initial business combination and the securities
 issued and to be issued by us to our sponsor or its affiliates:

  

  

  

  

  

  

  

 Entity/Individual

  

  

 Amount of Compensation to be
  Received or Securities Issued or to be Issued

  

  

 Consideration Paid or to be Paid

 Sponsor HoldCo

  

  

 Commencing on the closing of this offering, $25,000 per month.

  

  

 Office space and administrative support services.

  

  

 5,080,645 ordinary shares (1)(2)(5)

  

  

 $25,000

  

  

 3,500,000 private placement warrants (1)(3)

  

  

 $3,500,000

  

  

 Up to $300,000 in principal amount

  

  

 Repayment of loans made to us by our sponsor to cover offering-related and organizational expenses.

  

  

 Up to $442,500 (or up to $639,375 if the underwriters’ over-allotment option is exercised in full) in principal amount under a Working Capital Convertible Note may be convertible into Class A ordinary shares at a
 conversion price per share equal to the lower of (i) $8.00 per share and (ii) the Note Conversion VWAP (4)

  

  

 Working capital loans to finance transaction costs in connection with an intended initial business combination.

  

  

  

  

  

  

  

  

  

 Up to $1,500,000 in Additional Working Capital Loans may be convertible into Class A ordinary shares at a conversion price per share equal to the lower of (i) $8.00 and (ii) the Note Conversion VWAP (5)

  

  

 Working capital loans to finance transaction costs in connection with an intended initial business combination.

  

  

 Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination

  

  

 Services in connection with identifying, investigating and completing an initial business combination.

 Ian Rhodes

  

  

 $6,000 per month

  

  

 Chief Financial Officer services.

 (1)

 Assumes no exercise of the over-allotment option and the full forfeiture of 762,097 shares that are subject to forfeiture by our initial shareholders   Sponsor
 HoldCo depending on the extent to which the underwriters’ over-allotment option is exercised. The Class B ordinary shares and the Class A ordinary shares issuable in connection with the conversion of the Class B ordinary shares
 may result in material dilution to our public shareholders due to the nominal price of $0.004 per share at which our sponsor purchased the Class B ordinary shares and/or the anti-dilution rights of our Class B ordinary shares that may result
 in an issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion. Our sponsor, directors and officers and their affiliates may receive additional compensation and/or may be issued additional securities in
 connection with an initial business combination, including securities that may result in material dilution to public shareholders. See “ Risk Factors — The nominal purchase price paid by Sponsor HoldCo for the
 founder shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination. ” on page 91, “— Risks Relating to our   Securities — We may issue additional Class A ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after
 completion of our initial business combination. We may also issue Class A ordinary shares upon the conversion of the Class B ordinary shares at a ratio greater than one-to-one at the time of our initial business combination as a result of
 the anti-dilution provisions contained in our amended and restated memorandum and articles of association. Any such issuances would dilute the interest of our shareholders and likely present other risks .” on page 80, and “— Sponsor HoldCo paid an aggregate of $25,000, or approximately $0.004 per founder share and, accordingly, you will experience immediate and substantial dilution from the purchase of our Class A ordinary shares. ”
 on page 81.

 (2)

 The non-Sponsor investors have expressed an interest to purchase up to 1,443,182 founder shares from Sponsor HoldCo for an aggregate purchase price of $3,500,000.

 (3)

 As additional consideration to induce certain of the non-Sponsor investors to purchase founder shares from Sponsor HoldCo, Sponsor HoldCo will direct us to issue an aggregate of 721,591 of the 3,500,000 private
 placement warrants it is purchasing in the private placement from us to such non-Sponsor investors upon the consummation of the private placement that will close simultaneously with the closing of his offering, at no additional cost to such
 non-Sponsor investors.

 (4)

 Upon the completion of this offering, we will issue Sponsor HoldCo a Working Capital Convertible Note in the principal amount of up to $442,500 (or up to $639,375 if the underwriters’ over-allotment option is
 exercised in full), which we may draw down in our sole discretion, from time to time, to finance transaction costs in connection with an intended initial business combination. Any principal amount outstanding under the Working Capital
 Convertible Note may be converted into Class A ordinary shares, at a conversion price per share equal to the lower of (i) $8.00 per share and (ii) the Note Conversion VWAP. See “ Description of Securities —
 Ordinary Shares ” on page 162. The conversion price of the of the Working Capital Convertible Note may be significantly less than the market price of our shares at the time such loan is converted. Any amount that is not converted into
 Class A ordinary shares will be repaid in cash on the maturity date. The maturity date of the Working Capital Convertible Note will be the earlier of (i) Lock-up Expiration Date and (ii) the date that our winding up becomes effective.

 (5)

 After the completion of this offering, our board of directors may approve Additional Working Capital Loans for the purpose of funding working capital, which loans up to $1,500,000 of which may be converted into
 Class A ordinary shares, at a conversion price per share equal to the lower of (i) $8.00 per share and (ii) the Note Conversion VWAP. The conversion price of the working capital loans may be significantly less than the market price of our
 shares at the time such loans are converted. See “ Description of Securities — Ordinary Shares ” on page 162.

 (6)

 Includes 700,000 shares which will be transferred to our independent directors and certain of our advisors and officers, prior to this offering.

 Because our sponsor acquired the founder shares at a nominal price of approximately $0.004, our public shareholders will incur immediate and substantial dilution upon the closing of this offering,
 assuming no value is ascribed to the warrants included in the units. Additionally, the Class A ordinary shares issuable in connection with the conversion of the founder shares may result in material dilution to our public shareholders due to the
 anti-dilution rights of our founder shares that may result in an issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion. Further, the Class A ordinary shares issuable in connection with the exercise of the private
 placement warrants and the Class A ordinary shares issuable in connection with the conversion of the Working Capital Convertible Note (as described in this prospectus), and any Additional Working Capital Loans (as described in this prospectus), may
 result in material dilution to our public shareholders if the $11.50 exercise price of the private placement warrants or the conversion price of such loans is significantly less than the market price of our shares at the time such private placement
 warrants are exercised or such loans are converted. See “ Risk Factors — Risks Relating to our Securities — The value of the founder shares following completion of our initial business combination is likely to be
 substantially higher than the nominal price paid for them, even if the trading price of our ordinary shares at such time is substantially less than $10.025 per share. on page 91 and See “Description of Securities — Ordinary Shares ” on page
 162.

 Pursuant to the Insider Letter Agreement and the Non-Sponsor Investor Letter Agreement, each to be entered with us, each of initial shareholders
 Sponsor HoldCo, our directors and officers and the non-Sponsor investors has agreed to restrictions on its ability to transfer, assign, or sell the
 founder shares and private placement warrants, as summarized in the table below.

  

  

  

  

  

  

  

  

  

  

 Subject
 Securities

  

  

 Expiration Date

  

  

 Natural Persons
 and Entities
 Subject to
 Restrictions

  

  

 Exceptions to Transfer
 Restrictions

 Founder Shares

  

  

 90% of the founder shares will be subject to transfer restrictions pursuant to lock-up provisions in the letter agreement   Insider Letter
 Agreement and the Non-Sponsor Investor Letter Agreement , which transfer restrictions shall remain in effect until the earlier of (x) six months after the date of the consummation of our initial business combination or (y)
 subsequent to our initial business combination (A) if the last reported sale price of our Class A ordinary shares equals or exceeds $12.50 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations,
 recapitalizations and the like) for any 20 trading days within any 30-trading day period, commencing at least 150 days after our initial business combination (B) or the date on which we complete a liquidation, merger, share exchange,
 reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property (such date on which the founder shares are no longer subject
 to restriction, the “Lock-up Expiration Date”).

  

  

 International SPAC Management Group I LLC

 non-Sponsor investors

 Eric Swider

 Devin G. Nunes

 Jeffrey Smith

 Matan Fattal

 Randy Lambert

  

  

 Transfers of the founder shares, private placement warrants and ordinary shares issuable upon exercise or conversion of the private placement warrants or the founder shares and that are held by
 the sponsor, officers and directors are permitted to (a)(i) Sponsor HoldCo’s members, (ii) the directors, officers, advisors or consultants of the Company, (iii) any affiliates or family members of the directors, officers, advisors, or
 consultants of the Company, (iv) any members or partners of Sponsor HoldCo or their affiliates and funds and accounts advised by such members or partners, Sponsor HoldCo’s members or their respective affiliates, or any affiliates of Sponsor
 HoldCo, Sponsor

CORRESP
 1
 filename1.htm

 Via EDGAR Submission

 May 6, 2025

 Office of Finance
 Division of Corporation Finance
 U.S. Securities and Exchange Commission
 100 F Street, NE
 Washington, D.C. 20549

 Kellie Kim
 Shannon Menjivar
 Benjamin Holt
 Pam Long

 Re: Renatus Tactical Acquisition Corp I
 Amendment No. 1 to Registration Statement on Form S-1
 Submitted March 14, 2025
 CIK No. 0002035173

 Dear Kellie Kim, Shannon Menjivar, Benjamin Holt and Pam Long :

 On behalf of Renatus Tactical Acquisition Corp I, a Cayman Islands exempted company (“ we ” or the “ Registrant ”), we
 submit to the staff (the “ Staff ”) of the Securities and Exchange Commission (the “ Commission ”) this letter setting forth the Registrant’s responses to the comments
 contained in the Staff’s letter dated May 2, 2025, regarding the Registrant’s Amendment No. 1 to the Registration Statement on Form S-1 filed with the Commission on April 21, 2025 (“ Amendment No. 1 ”). For the
 Staff’s convenience, we have repeated below each of the Staff’s comments in bold and have followed such comment with the Registrant’s response. Concurrently with the transmission of this letter, we are filing the Registrant’s Amendment No. 2 to the
 Registration Statement on Form S-1 with the Commission through EDGAR (“ Amendment No. 2 ”), which reflects the Registrant’s responses to the comments received by the Staff and certain updated information. All
 page references in the responses set forth below refer to page numbers in Amendment No. 2.

 Amendment No. 1 Re g istration Statement on Form S-1 filed April 21, 2025

 Summary
 Our Sponsor, page 3

 1.

 We note your response to prior comment 8 and partially reissue. Please expand your tabular disclosure on page 4 to disclose the $6,000 per month in salary paid to Mr. Rhodes for Chief Financial
 Officer services. We acknowledge your response that Mr. Rhodes is not affiliated with your sponsor and will not be receiving any equity compensation. However, Mr. Rhodes is, as you state on page 150, a promoter, and Item 1602(b)(6) applies to
 compensation received or to be received by the SPAC sponsor, its affiliates, and promoters.

 Response:

 The Registrant acknowledges the Staff’s comment and has revised the disclosure on page 4 of Amendment No. 2.

 Experience with Special Purpose Acquisition Vehicles, page 8

 2.

 We note your addition of Yorkville Acquisition Corp. and Globa Terra Acquisition Corporation to the table on page 143. Please revise here to describe the involvement of Messrs. Nunes and Smith,
 respectively, in these companies, as they appear to be SPACs. See Item 1603(a)(3) of Regulation S-K.

 Response:

 The Registrant respectfully acknowledges the Staff’s comment and has revised the disclosure on page 9 of Amendment No. 2.

 Notes to Financial Statements, page F-10

 3.

 We note your response to prior comment 24. As ASC 280 applies to all public entities, including emerging growth companies that have chosen to take advantage of the extended transition period
 provided in Section 7(a)(2)(B) of the Securities Act, please provide the required disclosures, including those required by ASU 2023-07. Also, refer to FAQ 35 in the Jumpstart Our Business Startups Act Frequently Asked Questions.

 Response:

 The Registrant acknowledges the Staff’s comment and has revised the disclosure on page F-16 of Amendment No. 2.

 *            *            *           *

 If you have any questions regarding this submission, please contact Gil Savir at 770-878-2696

 Thank you for your time and attention.

 Sincerely,

 /s/ Gil Savir
 Gil Savir
 of PAUL HASTINGS LLP

<DOCUMENT>
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<TEXT>
 May 2, 2025

Eric Swider
Chief Executive Officer
Renatus Tactical Acquisition Corp I
1825 Ponce de Leon Blvd, Suite 260
Coral Gables, FL 33134

 Re: Renatus Tactical Acquisition Corp I
 Amendment No. 1 to Registration Statement on Form S-1
 Filed March 21, 2025
 File No. 333-285842
Dear Eric Swider:

 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 10,
2025 letter.

Amendment No. 1 to Registration Statement on Form S-1 filed April 21, 2025
Summary
Our Sponsor, page 3

1. We note your response to prior comment 8 and partially reissue. Please
expand your
 tabular disclosure on page 3 to disclose the $6,000 per month in salary
paid to Mr.
 Rhodes for Chief Financial Officer services. We acknowledge your
response that Mr.
 Rhodes is not affiliated with your sponsor and will not be receiving any
equity
 compensation. However, Mr. Rhodes is, as you state on page 150, a
promoter, and
 Item 1602(b)(6) applies to compensation received or to be received by
the SPAC
 sponsor, its affiliates, and promoters.
 May 2, 2025
Page 2
Experience with Special Purpose Acquisition Vehicles, page 8

2. We note your addition of Yorkville Acquisition Corp. and Globa Terra
Acquisition
 Corporation to the table on page 143. Please revise here to describe the
involvement
 of Messrs. Nunes and Smith, respectively, in these companies, as they
appear to be
 SPACs. See Item 1603(a)(3) of Regulation S-K.
Notes to Financial Statements, page F-10

3. We note your response to prior comment 24. As ASC 280 applies to all
public
 entities, including emerging growth companies that have chosen to take
advantage of
 the extended transition period provided in Section 7(a)(2)(B) of the
Securities Act,
 please provide the required disclosures, including those required by ASU
2023-07.
 Also, refer to FAQ 35 in the Jumpstart Our Business Startups Act
Frequently Asked
 Questions.

 Please contact Kellie Kim at 202-551-3129 or Shannon Menjivar at
202-551-3856 if
you have questions regarding comments on the financial statements and related
matters.
Please contact Benjamin Holt at 202-551-6614 or Pam Long at 202-551-3765 with
any other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Brandon J. Bortner, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Via EDGAR Submission

 April 21, 2025

 Office of Finance
 Division of Corporation Finance
 U.S. Securities and Exchange Commission
 100 F Street, NE
 Washington, D.C. 20549

 Kellie Kim
 Shannon Menjivar
 Benjamin Holt
 Pam Long

 Re: Renatus Tactical Acquisition Corp I
 Registration Statement on Form S-1
 Submitted March 14, 2025
 CIK No. 0002035173

 Dear Kellie Kim, Shannon Menjivar, Benjamin Holt and Pam Long:

 On behalf of Renatus Tactical Acquisition Corp I, a Cayman Islands exempted company (“ we ” or the “ Registrant ”), we
 submit to the staff (the “ Staff ”) of the Securities and Exchange Commission (the “ Commission ”) this letter setting forth the Registrant’s responses to the comments
 contained in the Staff’s letter dated April 10, 2025, regarding the Registrant’s Registration Statement on Form S-1 filed with the Commission on March 14, 2025 (the “ Registration Statement ”). For the Staff’s
 convenience, we have repeated below each of the Staff’s comments in bold and have followed such comment with the Registrant’s response. Concurrently with the transmission of this letter, we are filing the Registrant’s Amendment No. 1 to the
 Registration Statement on Form S-1 with the Commission through EDGAR (the “ Amended Registration Statement ”), which reflects the Registrant’s responses to the comments received by the Staff and certain updated
 information. All page references in the responses set forth below refer to page numbers in the Amended Registration Statement.

 Re g istration Statement on Form S-1 filed March 14, 2025

 Cover Page

 1.

 Please revise where appropriate to reconcile the location of your principal executive offices. In this regard, we note that you disclose Coral Gables, FL on the cover page but Humacao, PR elsewhere.

 Response :
 The Registrant acknowledges the Staff’s comment and has revised the disclosure on the cover page of the Amended Registration Statement.

 2.

 Please revise to state whether the redemptions will be subject to any limitations, such as the $5,000,001 net tangible asset requirement or the limitation on redemption rights of shareholders holding more than
 15% of the shares sold in the offering. See Item 1602(a)(2) of Regulation S-K.

 Response :
 In response to the Staff’s comment, the Registrant has revised the disclosure on the cover page and page 53 of the Amended Registration Statement. We respectfully advise the Staff that there will be
 no limitation relating to the Registrant having at least $5,000,001 of net tangible assets and as a result the Registrant has not included that term in the revised disclosure.

 3.

 Where you discuss mechanisms to maintain the number of founder shares at 22.5% of issued and outstanding shares in the event of an increase or decrease in the size of your offering, please also state whether any
 securities issuance may result in a material dilution of purchasers’ equity interests. See Item 1602(a)(3) of Regulation SK.

 Response :
 The Registrant acknowledges the Staff’s comment and has revised the disclosure on the cover page of the Amended Registration Statement.

 4.

 Please disclose the “nominal price” at which the sponsor acquired the founder shares, as required by Item 1602(a)(3) of Regulation S-K.

 Response :
 The Registrant acknowledges the Staff’s comment and has revised the disclosure on the cover page of the Amended Registration Statement.

 5.

 Please revise to disclose the $15,000 per month payment to GCAG or an affiliate thereof for office space, utilities, secretarial and administrative support services. As applicable, please also revise to disclose
 the amount of any payments to employees for salaries. For example, we note your page 40 disclosure regarding payment for salaries annually to certain employees for their services, and your page 137 disclosure regarding payments for Chief
 Financial Officer services provided by Mr. Rhodes. Please also disclose the private warrants that will become issuable to the sponsor, GCAG or any of their respective affiliates upon conversion of up to $1,500,000 of working capital loans and
 their potential dilutive effect, as discussed on page 3. Finally, please revise to provide a cross-reference, highlighted by prominent type or in another manner, to the locations of related disclosures in the prospectus. See Item 1602(a)(3)
 of Regulation S-K.

 Response :
 The Registrant acknowledges the Staff’s comment and has revised the disclosure on the cover page of the Amended Registration Statement and on pages 42 and 153. We respectfully advise the Staff that
 the payment for salaries to employees for their services is limited to the payments made for Chief Financial Officers services provided by Mr. Rhodes, who is not affiliated with our sponsor and will not be receiving any equity compensation.

 6.

 Where you discuss conflicts of interest, please expand to provide a cross-reference, highlighted by prominent type or in another manner, to related disclosures in the summary. See Item 1602(a)(5) of Regulation
 S-K.

 Response :
 The Registrant acknowledges the Staff’s comment and has revised the disclosure on the cover page of the Amended Registration Statement.

 7.

 We note your statement that except for interest earned on the funds held in trust that may be released to pay taxes, and “subject to sufficient interest to cover such withdrawals” funds will not be released from
 the trust until completion of the business combination or other redemptions. Please clarify if this means that you intend to release funds from the trust to pay taxes prior to a business combination if interest is insufficient to cover them.

 Response :
 The Registrant acknowledges the Staff’s comment and has revised the disclosure on the cover page of the Amended Registration Statement.

 Summary
 Our Sponsor, page 2

 8.

 As applicable, please expand your tabular and narrative disclosures on page 3 to disclose:

 •

 the nature and amount of any payments to employees for salaries, and

 •

 the 700,000 founder shares which will be transferred to your independent directors and certain of your advisors and officers prior to the effectiveness of the registration statement, as discussed on page 1 and
 elsewhere.

 See Item 1602(b)(6) of Regulation S-K.

 Response :
 The Registrant respectfully acknowledges the Staff’s comment and has revised the disclosure on page 4 of the Amended Registration Statement. We respectfully advise the Staff that the only payments to
 employees for salaries are limited to payments made for Chief Financial Officers services provided by Mr. Rhodes. Mr. Rhodes is not affiliated with our sponsor and will not be receiving any equity compensation.

 9.

 Please expand your tabular disclosure on pages 4-5 to disclose the natural persons and entities subject to transfer restrictions on the private placement warrants. Please also disclose the lock-up agreement
 between your sponsor and your officers and directors, on the one hand, and the representative, on the other hand, as discussed on page 182. See Item 1603(a)(9) of Regulation S-K.

 Response :
 The Registrant acknowledges the Staff’s comment and has revised the disclosure on pages 3, 6, 115 and 149 of the Amended Registration Statement with the identities of the natural persons who have or
 share ownership interest in our sponsor. Each natural person and entity that is known by us to be the beneficial owner of more than 5% of our issued and outstanding shares immediately after the completion of the offering are identified by name in the
 Amended Registration Statement.

 Experience with Special Purpose Acquisition Vehicles, page 7

 10.

 Please discuss Mr. Swider’s involvement with Benessere Capital Acquisition Corp. and the status of that company, similar to what you have provided with respect to DWAC. Please also elaborate on the extent and
 nature of Mr. Cano’s services to multiple special purpose acquisition companies. See Item 1603(a)(3) of Regulation SK.

 Response :
 The Registrant acknowledges the Staff’s comment and has revised the disclosure on page 8 of the Amended Registration Statement.

 Initial Business Combination, page 11

 11.

 Where you describe the consequences of not consummating your initial business combination within the applicable time period, please revise to clarify, if true, that in such event, the warrants (rather than the
 rights) will be worthless. See Item 1602(a)(4) of Regulation S-K.

 Response :
 The Registrant acknowledges the Staff’s comment and has revised the disclosure on page 12 of the Amended Registration Statement.

 The Offering
 Limited Payments to Insiders, page 40

 12.

 Please revise to disclose the $300,000 promissory note issued to Sponsor HoldCo.

 Response :
 The Registrant acknowledges the Staff’s comment and has revised the disclosure on page 42 of the Amended Registration Statement.

 Conflicts of Interest, page 41

 13.

 Please revise to also disclose conflicts of interest relating to fees, reimbursements, or cash payments to Sponsor HoldCo, GCAG, or your directors or officers, or your or any of their respective affiliates, for
 services rendered to you prior to or in connection with the completion of your initial business combination, as referenced on pages 40- 41. Please also revise to clearly disclose the nominal price paid for the securities. See Item 1602(b)(7)
 of Regulation S-K.

 Response :
 The Registrant acknowledges the Staff’s comment and has revised the disclosure on pages 44 and 136 and 144 of the Amended Registration Statement.

 Dilution, page 45

 14.

 We refer you to your tabular presentation of dilution at quartile intervals on the outside cover page and on pages 45-46 and pages 101-102. Your maximum redemption threshold is the entire amount of shares to be
 sold to public shareholders as part of this offering. We further note your disclosure on page 65 and F-8 that you may not redeem your public shares in an amount that would cause your net tangible assets to be less than $5,000,001. Please tell
 us how you considered this redemption restriction in your determination of your maximum redemption threshold for your dilution presentation. Please refer to Item 1602 of Regulation S-K.

 Response :
 In response to the Staff’s comment, the Registrant has revised the disclosure on pages 67 and F-8 of the Amended Registration Statement. We respectfully advise the Staff that there will be no
 limitation relating to the Registrant having at least $5,000,001 of net tangible assets and as a result the Registrant has not revised the disclosure on pages 45-46 and pages 101-102 of the Registration Statement.

 Summary Financial Data, page 48

 15.

 We refer to the Summary Financial Data presented. Your explanation of the “as adjusted” data does not reflect some of the calculated amounts. Please verify the disclosure in footnotes 2, 3, and 5, and revise
 accordingly.

 Response :
 The Registrant acknowledges the Staff’s comment and has revised the disclosure on page 50 of the Amended Registration Statement.

 Risk Factors
 We may not be able to complete an initial business combination . . . , page 55

 16.

 Please add disclosure stating whether your sponsor is, is controlled by, has any members who are, or has substantial ties with, a non-U.S. person.

 Response :
 The Registrant acknowledges the Staff’s comment and respectfully advises the Staff that the sponsor is a Cayman Islands limited liability company, which will have two members: Global Client Advisory
 Group, which will be controlled by our Chief Executive Officer, Eric Swider, and an entity that will be controlled by the Chairman of our Board of Directors, Devin Nunes. Global Client Advisory Group is the managing member of our sponsor and all
 investment and voting decisions of our sponsor will be made by Eric Swider. Messrs. Swider and Nunes are U.S. citizens.

 If we are deemed to be an investment company under the Investment Company Act . . . , page 59

 17.

 Where you disclose the risk that you may be considered to be operating as an unregistered investment company, please confirm that if your facts and circumstances change over time, you will update your disclosure
 to reflect how those changes impact the risk that you may be considered to be operating as an unregistered investment company. Please also revise to clarify that you may be deemed to be an investment company notwithstanding that the proceeds
 held in the trust account may be invested or held only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7.

 Response :
 The Registrant acknowledges the Staff’s comment and has revised the disclosure on pages 62 and 63 of the Amended Registration Statement.

 We may issue our shares to investors in connection with our initial business combination . . . , page 68

 18.

 Please expand to disclose the impact to you and investors of PIPE issuances, including that the arrangements result in costs particular to the de-SPAC process that would not be anticipated in a traditional IPO.
 If true, disclose that the agreements are intended to ensure a return on investment to the investor in return for funds providing sufficient liquidity.

 Response :
 The Registrant acknowledges the Staff’s comment and has revised the disclosure on page 71 of the Amended Registration Statement.

 Use of Proceeds, page 96

 19.

 In the table showing the use of the approximately $1,365,000 of net proceeds not held in the trust account, please revise to reflect any payments to employees for salaries.

 Response :
 The Registrant acknowledges the Staff’s comment and has revised the disclosure on page 100 of the Amended Registration Statement.

 Dilution, page 101

 20.

 Please expand the introductory paragraph to the dilution table to include your assumptions to the calculation and each material potential source of future dilution. In addition, to the extent you assume that no
 ordinary shares and convertible equity or debt securities are issued in connection with additional financing that you may seek in connection with an initial business combination, please revise here, and elsewhere as appropriate, to highlight
 that you may need to do so because 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 you explain on pages
 12-13.

 Response :
 The Registrant acknowledges the Staff’s comment and has revised the disclosure on pages 13, 105 and 111 of the Amended Registration Statement.

 Management
 Officer and Director Compensation, page 137

 21.

 As applicable, please revise to disclose the 700,000 founder shares which will be transferred to your independent directors and certain of your advisors and officers prior to the effectiveness of the registration
 statement, as discussed on page 1 and elsewhere. See Item 402 of Regulation S-K.

 Response :
 The Registrant acknowledges the Staff’s comment and has revised the disclosure on pages 4, 141 and 149 of the Amended Registration Statement.

 Conflicts of Interest, page 141

 22.

 We note disclosure on page 135 that Mr. Swider has served as CEO of RUBIDEX since January 2020. If he has any fiduciary duties or contractual obligations with respect to RUBIDEX that would present any actual or
 potential material conflict of interest with unaffiliated security holders of Renatus, as described in Item 1603(b) of Regulation S-K, please disclose this in the table on page 143.

 Response :
 The Registrant acknowledges the Staff’s comment and has revised the disclosure on page 147 of the Amended Registration Statement.

 Principal Shareholders, page 145

 23.

 Please revise, as applicable, to reflect the 700,000 founder shares which will be transferred to your independent directors and certain of your advisors and

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 10, 2025

Eric Swider
Chief Executive Officer
Renatus Tactical Acquisition Corp I
1825 Ponce de Leon Blvd, Suite 260
Coral Gables, FL 33134

 Re: Renatus Tactical Acquisition Corp I
 Registration Statement on Form S-1
 Filed March 14, 2025
 File No. 333-285842
Dear Eric Swider:

 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 March 14, 2025
Cover Page

1. Please revise where appropriate to reconcile the location of your
principal executive
 offices. In this regard, we note that you disclose Coral Gables, FL on
the cover
 page but Humacao, PR elsewhere.
2. Please revise to state whether the redemptions will be subject to any
limitations, such
 as the $5,000,001 net tangible asset requirement or the limitation on
redemption rights
 of shareholders holding more than 15% of the shares sold in the
offering. See Item
 1602(a)(2) of Regulation S-K.
3. Where you discuss mechanisms to maintain the number of founder shares at
22.5% of
 issued and outstanding shares in the event of an increase or decrease in
the size of
 your offering, please also state whether any securities issuance may
result in a
 material dilution of purchasers' equity interests. See Item 1602(a)(3)
of Regulation S-
 K.
 April 10, 2025
Page 2

4. Please disclose the "nominal price" at which the sponsor acquired the
founder shares,
 as required by Item 1602(a)(3) of Regulation S-K.
5. Please revise to disclose the $15,000 per month payment to GCAG or an
affiliate
 thereof for office space, utilities, secretarial and administrative
support services. As
 applicable, please also revise to disclose the amount of any payments to
employees for
 salaries. For example, we note your page 40 disclosure regarding payment
for salaries
 annually to certain employees for their services, and your page 137
disclosure
 regarding payments for Chief Financial Officer services provided by Mr.
Rhodes.
 Please also disclose the private warrants that will become issuable to
the sponsor,
 GCAG or any of their respective affiliates upon conversion of up to
$1,500,000 of
 working capital loans and their potential dilutive effect, as discussed
on page 3.
 Finally, please revise to provide a cross-reference, highlighted by
prominent type or in
 another manner, to the locations of related disclosures in the
prospectus. See Item
 1602(a)(3) of Regulation S-K.
6. Where you discuss conflicts of interest, please expand to provide a
cross-reference,
 highlighted by prominent type or in another manner, to related
disclosures in the
 summary. See Item 1602(a)(5) of Regulation S-K.
7. We note your statement that except for interest earned on the funds held
in trust that
 may be released to pay taxes, and "subject to sufficient interest to
cover such
 withdrawals" funds will not be released from the trust until completion
of the business
 combination or other redemptions. Please clarify if this means that you
intend to
 release funds from the trust to pay taxes prior to a business
combination if interest is
 insufficient to cover them.
Summary
Our Sponsor, page 2

8. As applicable, please expand your tabular and narrative disclosures on
page 3 to
 disclose:
 the nature and amount of any payments to employees for salaries, and
 the 700,000 founder shares which will be transferred to your
independent
 directors and certain of your advisors and officers prior to the
effectiveness of the
 registration statement, as discussed on page 1 and elsewhere.
 See Item 1602(b)(6) of Regulation S-K.
9. Please expand your tabular disclosure on pages 4-5 to disclose the
natural persons and
 entities subject to transfer restrictions on the private placement
warrants. Please also
 disclose the lock-up agreement between your sponsor and your officers
and directors,
 on the one hand, and the representative, on the other hand, as discussed
on page 182.
 See Item 1603(a)(9) of Regulation S-K.
Experience with Special Purpose Acquisition Vehicles, page 7

10. Please discuss Mr. Swider's involvement with Benessere Capital
Acquisition Corp.
 and the status of that company, similar to what you have provided with
respect to
 DWAC. Please also elaborate on the extent and nature of Mr. Cano's
services to
 April 10, 2025
Page 3

 multiple special purpose acquisition companies. See Item 1603(a)(3) of
Regulation S-
 K.
Initial Business Combination, page 11

11. Where you describe the consequences of not consummating your initial
business
 combination within the applicable time period, please revise to clarify,
if true, that in
 such event, the warrants (rather than the rights) will be worthless. See
Item 1602(a)(4)
 of Regulation S-K.
The Offering
Limited payments to insiders, page 40

12. Please revise to disclose the $300,000 promissory note issued to Sponsor
HoldCo.
Conflicts of interest, page 41

13. Please revise to also disclose conflicts of interest relating to fees,
reimbursements, or
 cash payments to Sponsor HoldCo, GCAG, or your directors or officers, or
your or
 any of their respective affiliates, for services rendered to you prior
to or in connection
 with the completion of your initial business combination, as referenced
on pages 40-
 41. Please also revise to clearly disclose the nominal price paid for
the securities. See
 Item 1602(b)(7) of Regulation S-K.
Dilution, page 45

14. We refer you to your tabular presentation of dilution at quartile
intervals on the
 outside cover page and on pages 45-46 and pages 101-102. Your maximum
 redemption threshold is the entire amount of shares to be sold to public
shareholders
 as part of this offering. We further note your disclosure on page 65 and
F-8 that you
 may not redeem your public shares in an amount that would cause your net
tangible
 assets to be less than $5,000,001. Please tell us how you considered
this redemption
 restriction in your determination of your maximum redemption threshold
for your
 dilution presentation. Please refer to Item 1602 of Regulation S-K.
Summary Financial Data, page 48

15. We refer to the Summary Financial Data presented. Your explanation of
the "as
 adjusted" data does not reflect some of the calculated amounts. Please
verify the
 disclosure in footnotes 2, 3, and 5, and revise accordingly.
Risk Factors
We may not be able to complete an initial business combination . . . , page 55

16. Please add disclosure stating whether your sponsor is, is controlled by,
has any
 members who are, or has substantial ties with, a non-U.S. person.
If we are deemed to be an investment company under the Investment Company Act .
. . , page
59

17. Where you disclose the risk that you may be considered to be operating
as an
 unregistered investment company, please confirm that if your facts and
circumstances
 change over time, you will update your disclosure to reflect how those
changes impact
 April 10, 2025
Page 4

 the risk that you may be considered to be operating as an unregistered
investment
 company. Please also revise to clarify that you may be deemed to be an
investment
 company notwithstanding that the proceeds held in the trust account may
be invested
 or held only in U.S. government treasury obligations with a maturity of
185 days or
 less or in money market funds meeting certain conditions under Rule
2a-7.
We may issue our shares to investors in connection with our initial business
combination . . . ,
page 68

18. Please expand to disclose the impact to you and investors of PIPE
issuances, including
 that the arrangements result in costs particular to the de-SPAC process
that would not
 be anticipated in a traditional IPO. If true, disclose that the
agreements are intended to
 ensure a return on investment to the investor in return for funds
providing sufficient
 liquidity.
Use of Proceeds, page 96

19. In the table showing the use of the approximately $1,365,000 of net
proceeds not held
 in the trust account, please revise to reflect any payments to employees
for salaries.
Dilution, page 101

20. Please expand the introductory paragraph to the dilution table to
include your
 assumptions to the calculation and each material potential source of
future dilution. In
 addition, to the extent you assume that no ordinary shares and
convertible equity or
 debt securities are issued in connection with additional financing that
you may seek in
 connection with an initial business combination, please revise here, and
elsewhere as
 appropriate, to highlight that you may need to do so because 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 you
 explain on pages 12-13.
Management
Officer and Director Compensation, page 137

21. As applicable, please revise to disclose the 700,000 founder shares
which will be
 transferred to your independent directors and certain of your advisors
and
 officers prior to the effectiveness of the registration statement, as
discussed on page 1
 and elsewhere. See Item 402 of Regulation S-K.
Conflicts of Interest, page 141

22. We note disclosure on page 135 that Mr. Swider has served as CEO of
RUBIDEX
 since January 2020. If he has any fiduciary duties or contractual
obligations with
 respect to RUBIDEX that would present any actual or potential material
conflict of
 interest with unaffiliated security holders of Renatus, as described in
Item 1603(b) of
 Regulation S-K, please disclose this in the table on page 143.
Principal Shareholders, page 145

23. Please revise, as applicable, to reflect the 700,000 founder shares
which will be
 transferred to your independent directors and certain of your advisors
and officers
 April 10, 2025
Page 5

 prior to the effectiveness of the registration statement. Please also
expand to disclose
 the persons who have direct and indirect material interests in the SPAC
sponsor. See
 Item 1603(a)(7) of Regulation S-K.
Notes to Financial Statements, page F-7

24. Please tell us how you have complied with the reportable segment
disclosure
 requirements pursuant to ASU 2023-07, or revise accordingly.
Note 2 - Summary of Significant Accounting Policies
Warrant Instruments, page F-12

25. We note your disclosure related to the Public and Private Warrants.
Please provide us
 with your analysis under ASC 815-40 to support your accounting treatment
for these
 warrants. As part of your analysis, please address whether there are any
terms or
 provisions in the warrant agreement that provide for potential changes
to the
 settlement amounts that are dependent upon the characteristics of the
holder of the
 warrant, and if so, how you analyzed those provisions in accordance with
the
 guidance in ASC 815-40. Your response should address, but not be limited
to, your
 disclosure that "the Private Placement Warrants will be non-redeemable
so long as
 they are held by the initial purchasers or such purchasers permitted
transferees."
Exhibits

26. Please revise the filing fee table filed as Exhibit 107 to register the
Class A ordinary
 shares included as part of the units and to register the redeemable
public warrants
 included as part of the units.
 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 Kellie Kim at 202-551-3129 or Shannon Menjivar at
202-551-3856 if
you have questions regarding comments on the financial statements and related
matters.
Please contact Benjamin Holt at 202-551-6614 or Pam Long at 202-551-3765 with
any other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Brandon J. Bortner, Esq.
</TEXT>
</DOCUMENT>