SecProbe.io

CORRESP
 1
 filename1.htm

 ROTH CAPITAL PARTNERS, LLC

 888 San Clemente Dr.
Newport Beach CA, 92660

 July 10, 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

 Re: Silver Pegasus Acquisition
 Corp.

 Registration Statement on Form S-1

 File No. 333-284395

 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 and the other several underwriters,
hereby joins in the request of Silver Pegasus Acquisition Corp. that the effective date of the above-referenced Registration Statement
be accelerated so as to permit it to become effective at 4:30 p.m. Eastern time on Monday, July 14, 2025, or as soon thereafter as practicable.

 Pursuant to Rule 460 of the General Rules and
Regulations under the Act, the undersigned wishes to advise you that there will be distributed to each underwriter or dealer, who is
reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus
as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 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.

 Very truly yours,

 ROTH CAPITAL PARTNERS, LLC

 By:
 /s/ Aaron Gurewitz

 Name:
 Aaron Gurewitz

 Title:
 President and Head of Investment Banking

 As Representative of the several underwriters

CORRESP
 1
 filename1.htm

 Silver Pegasus Acquisition Corp.

 2445 Augustine Dr., STE 150
Santa Clara, CA 95054

 July 10, 2025

 VIA EDGAR & TELECOPY

 Division of Corporation Finance

 Office of Real Estate & Construction

 U.S. Securities & Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

 RE:
 Silver Pegasus Acquisition Corp. (the "Company")

 Registration Statement on Form S-1

 ( File No. 333- 284395) (the "Registration Statement")

 Ladies and Gentlemen:

 The Company hereby requests,
pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration Statement
so that such Registration Statement will become effective as of 4:30 p.m. on July 14, 2025, or as soon thereafter as practicable.

 Very truly yours,

 Silver Pegasus Acquisition Corp.

 By:
 /s/ Cesar Johnston

 Name:
 Cesar Johnston

 Title:
 Chief Executive Officer

CORRESP
 1
 filename1.htm

 Julia Aryeh
 Senior Counsel

 345 Park Avenue
 New York, NY 10154

 Direct 212.407.4043
 Main 212.407.4000
 Fax 212.407.4990
 jaryeh@loeb.com

 June 26, 2025

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

 Re:

 Silver Pegasus Acquisition Corp.
 Amendment No.2 to Registration Statement on Form S-1
 Filed June 20, 2025
 File No. 333-284395

 Attention: Howard Efron, Jennifer Monick, Pearlyne Paulemon and
Pam Howell

 On behalf of our client, Silver Pegasus Acquisition
Corp., a company organized under the laws of the Cayman Islands (the " Company "), we submit to the staff (the " Staff ")
of the Securities and Exchange Commission (the " Commission ") this letter setting forth the responses to the comments
contained in the Staff's letter dated June 25, 2025 on the Company's registration statement on Form S-1/A2 filed on June 20,
2025 (the " Registration Statement ").

 Concurrently with the submission of this letter,
the Company is submitting its amendment to the Registration Statement on Form S-1/A3 (the " Amendment ") and certain
exhibits via EDGAR with the Commission.

 The Staff's comments are repeated below
in bold and are followed by the responses. We have included page references in the Amendment where the language addressing a particular
comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Amendment. In addition to
addressing the Staff's comments, the Amendment has been updated to include additional founder shares issued to the Sponsor.

 Amended Registration Statement on Form S-1 filed June 20, 2025

 Cover Page

 1.
 We note the table on the cover page reflecting the number of shares that could be issued per Class B-2 warrant at different market prices. Please reconcile such information with the formula provided. It would appear that the number of shares that could be issued at the market prices provided are all fractions of a share. Please also clarify the market price below which it would be beneficial to class B-2 warrant holders to elect to exchange the warrants as opposed to exercise the warrants at the $11.50 price point.

 Response : In response to the Staff's
comment, the Company has revised the disclosure on the cover and page 174 of the Amendment.

 Los Angeles New York Chicago Nashville Washington,
DC San Francisco Beijing Hong Kong www.loeb.com

 For the United States offices, a limited liability partnership including
professional corporations. For Hong Kong office, a limited liability partnership.

 Should you have any questions about the responses
contained herein, please contact me by telephone at (212) 407-4043 (office) or via email at jaryeh@loeb.com.

 Sincerely,

 /s/ Julia
 Aryeh

 Julia Aryeh

 Senior Counsel

 Cc: Giovanni
Caruso

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 25, 2025

Cesar Johnston
Chairman, President and Chief Executive Officer
Silver Pegasus Acquisition Corp.
2445 Augustine Dr., STE 150
Santa Clara, CA 95054

 Re: Silver Pegasus Acquisition Corp.
 Amendment No.2 to Registration Statement on Form S-1
 Filed June 20, 2025
 File No. 333-284395
Dear Cesar Johnston:

 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 June 12,
2025 letter.

Amended Registration Statement on Form S-1 filed June 20, 2025
Cover Page

1. We note the table on the cover page reflecting the number of shares that
could be
 issued per Class B-2 warrant at different market prices. Please
reconcile such
 information with the formula provided. It would appear that the number
of shares that
 could be issued at the market prices provided are all fractions of a
share. Please also
 clarify the market price below which it would be beneficial to class B-2
warrant
 holders to elect to exchange the warrants as opposed to exercise the
warrants at the
 $11.50 price point.
 June 25, 2025
Page 2

 Please contact Howard Efron at 202-551-3439 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 Pam Howell at
202-551-3357
with any other questions.

 Sincerely,

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

CORRESP
 1
 filename1.htm

 Julia Aryeh
 Senior Counsel

 345 Park Avenue
 New York, NY 10154

 Direct 212.407.4043
 Main 212.407.4000
 Fax 212.407.4990
 jaryeh@loeb.com

 June 18, 2025

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

 Re: Silver Pegasus Acquisition Corp.
Amendment No. 1 to Registration Statement on Form S-1
Filed May 20, 2025
File No. 333-284395

 Attention: Howard Efron, Jennifer Monick, Pearlyne Paulemon and
Pam Howell

 On behalf of our client, Silver Pegasus Acquisition
Corp., a company organized under the laws of the Cayman Islands (the " Company "), we submit to the staff (the " Staff ")
of the Securities and Exchange Commission (the " Commission ") this letter setting forth the responses to the comments
contained in the Staff's letter dated February 12, 2025 on the Company's registration statement on Form S-1/A filed on May
20, 2025 (the " Registration Statement ").

 Concurrently with the submission of this letter,
the Company is submitting its amendment to the Registration Statement on Form S-1/A2 (the " Amendment ") and certain exhibits
via EDGAR with the Commission.

 The Staff's comments are repeated below
in bold and are followed by the responses. We have included page references in the Amendment where the language addressing a particular
comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Amendment. In addition to
addressing the Staff's comments, the Amendment has been updated to include additional founder shares issued to the Sponsor.

 Amendment No.1 to Form S-1 filed May 20, 2025

 Cover Page

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

 Response : In response to the Staff's
comment, the Company has revised the disclosure on the cover of the Amendment.

 Los Angeles New York Chicago Nashville Washington, DC San Francisco Beijing Hong Kong www.loeb.com

 For the United States offices, a limited liability partnership including
professional corporations. For Hong Kong office, a limited liability partnership.

 United States Securities and Exchange Commission
 June 18, 2025
 Page 2

 2. Please clarify whether the potential indirect purchase of private placement warrants and founder shares by non-managing sponsor
investors is conditioned upon their purchase of units in the offering.

 Response : In response to the Staff's
comment, the Company has revised the disclosure on the cover of the Amendment.

 3. Please disclose the number of non-managing sponsor members who have expressed an interest in purchasing units. Please disclose
whether there is a cap on the amount that each investor may purchase. Please also disclose that the non-managing sponsor investors will
have the potential to realize enhanced economic returns from their investment as compared to other investors purchasing in the offering.
Please also revise the summary to add back the disclosure regarding the expression of interest and further clarify the potential impact
such purchases could have upon the trading volume, volatility and liquidity.

 Response : In response to the Staff's comment, the Company has revised the
disclosure on the cover, the summary and on page 153 of the Amendment.

 4. We note your disclosure that non-managing Sponsor investors will have no obligation to vote any of their public shares in favor
of your initial business combination, but that if they purchase all of the public units in which they have expressed interest or otherwise
hold a substantial number of public units they will "potentially have different interests than our other public shareholders"
in approving a business combination. It would appear that non-managing sponsor interests would have different interests than public shareholders
regardless of the number of public shares they own due to their interest in founder shares and private placement warrants. Please revise
to clarify here and throughout the prospectus where you state that non¬managing Sponsor investors have no obligation to vote any public
shares in favor of a business combination.

 Response : In response to the Staff's comment, the Company has revised the
disclosure on the cover and elsewhere in the Amendment.

 Private Placements, page 14

 5. We note the disclosure regarding the ability of the Class B.2 warrant holders to exchange their warrants for common stock based
upon the formula provided. Please reconcile with the cover page which states that "each private placement warrant entitles the holder
thereof to purchase one Class A ordinary share at a price of $11.50 per share." Please also provide some examples calculating the
exchange at various market prices and provide clear disclosure throughout to the extent such exchange could result in material dilution.

 Response : In response to the Staff's comment, the Company has revised the
disclosure on the cover and page 174 of the Amendment.

 United States Securities and Exchange Commission
 June 18, 2025
 Page 3

 Risk Factors
 Risks Relating to our Management Team, page 73

 6. We note your disclosure on page 7 that in order to facilitate the initial business combination your sponsor may surrender or forfeit,
transfer, or exchange founder shares, private placement warrants or any of its other securities, including for no consideration, as well
as subject any such securities to earn-outs or other restrictions, or otherwise amend the terms of any such securities or enter into any
other arrangements with respect to any such securities. Please add risk factor disclosure about risks that may arise from the sponsor
having the ability to remove itself as your sponsor before identifying a business combination, including through the unconditional ability
to transfer the founder shares or otherwise.

 Response : In response to the Staff's
comment, the Company has revised the disclosure on page 75 of the Amendment.

 General

 7. We note that this amendment reduces the amount of time the company has to complete its initial business combination from 24 months
to 18 months. However, we continue to note numerous references to 24 months, such as in the summary and risk factors. Please reconcile
the time period within which the company has to complete its initial business combination. Similarly, we note the anti-dilution percentage
of the sponsor shares in the table on page 4, 20%, is inconsistent with the disclosure throughout the prospectus, which references 25%.

 Response : The Amendment has been updated
to reflect the 18 month time frame to complete the business combination. We have corrected the percentage of the sponsor shares on page
4 and page 150 to reflect a 25% ownership interest.

 Should you have any questions about the responses
contained herein, please contact me by telephone at (212) 407-4043 (office) or via email at jaryeh@loeb.com.

 Sincerely,

 /s/ Julia Aryeh

 Julia Aryeh

 Senior Counsel

 Cc: Giovanni Caruso

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 12, 2025

Cesar Johnston
Chairman, President and Chief Executive Officer
Silver Pegasus Acquisition Corp.
2445 Augustine Dr., STE 150
Santa Clara, CA 95054

 Re: Silver Pegasus Acquisition Corp.
 Amendment No.1 to Registration Statement on Form S-1
 Filed May 20, 2025
 File No. 333-284395
Dear Cesar Johnston:

 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 February 12,
2025
letter.

Amendment No.1 to Form S-1 filed May 20, 2025
Cover Page

1. Please revise to clearly state that there may be actual or potential
material conflicts of
 interest between the sponsor, its affiliates, or promoters on the one
hand, and
 purchasers in the offering on the other hand. See Item 1602(a)(5) of
Regulation S-K.
2. Please clarify whether the potential indirect purchase of private
placement warrants
 and founder shares by non-managing sponsor investors is conditioned upon
their
 purchase of units in the offering.
3. Please disclose the number of non-managing sponsor members who have
expressed
 an interest in purchasing units. Please disclose whether there is a cap
on the amount
 that each investor may purchase. Please also disclose that the
non-managing sponsor
 June 12, 2025
Page 2

 investors will have the potential to realize enhanced economic returns
from their
 investment as compared to other investors purchasing in the offering.
Please also
 revise the summary to add back the disclosure regarding the expression
of interest
 and further clarify the potential impact such purchases could have upon
the trading
 volume, volatility and liquidity.
4. We note your disclosure that non-managing Sponsor investors will have no
obligation
 to vote any of their public shares in favor of your initial business
combination, but that
 if they purchase all of the public units in which they have expressed
interest or
 otherwise hold a substantial number of public units they will
potentially have
 different interests than our other public shareholders in approving a
business
 combination. It would appear that non-managing sponsor interests would
have
 different interests than public shareholders regardless of the number of
public shares
 they own due to their interest in founder shares and private placement
warrants. Please
 revise to clarify here and throughout the prospectus where you state
that non-
 managing Sponsor investors have no obligation to vote any public shares
in favor of a
 business combination.
Private Placements, page 14

5. We note the disclosure regarding the ability of the Class B.2 warrant
holders to
 exchange their warrants for common stock based upon the formula
provided. Please
 reconcile with the cover page which states that "each private placement
warrant
 entitles the holder thereof to purchase one Class A ordinary share at a
price of $11.50
 per share." Please also provide some examples calculating the exchange
at various
 market prices and provide clear disclosure throughout to the extent such
exchange
 could result in material dilution.
Risk Factors
Risks Relating to our Management Team, page 73

6. We note your disclosure on page 7 that in order to facilitate the
initial business
 combination your sponsor may surrender or forfeit, transfer, or exchange
founder
 shares, private placement warrants or any of its other securities,
including for no
 consideration, as well as subject any such securities to earn-outs or
other restrictions,
 or otherwise amend the terms of any such securities or enter into any
other
 arrangements with respect to any such securities. Please add risk factor
disclosure
 about risks that may arise from the sponsor having the ability to remove
itself as your
 sponsor before identifying a business combination, including through the
 unconditional ability to transfer the founder shares or otherwise.
General

7. We note that this amendment reduces the amount of time the company has
to
 complete its initial business combination from 24 months to 18 months.
However, we
 continue to note numerous references to 24 months, such as in the
summary and risk
 factors. Please reconcile the time period within which the company has
to complete its
 initial business combination. Similarly, we note the anti-dilution
percentage of the
 sponsor shares in the table on page 4, 20%, is inconsistent with the
disclosure
 throughout the prospectus, which references 25%.
 June 12, 2025
Page 3

 Please contact Howard Efron at 202-551-3439 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 Pam Howell at
202-551-3357
with any other questions.

 Sincerely,

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

CORRESP
 1
 filename1.htm

 Julia Aryeh
 Senior Counsel

 345 Park Avenue
 New York, NY 10154
 Direct 212.407.4043
 Main 212.407.4000
 Fax 212.407.4990
jaryeh@loeb.com

 May 20, 2025

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

 Re: Silver Pegasus Acquisition Corp.
Registration Staement on Form S-1
Filed January 21, 2025
File No. 333-284395

 Attention: Howard Efron, Jennifer Monick, Ronald E. Alper and Pam
Howell

 On behalf of our client, Silver Pegasus Acquisition
Corp., a company organized under the laws of the Cayman Islands (the " Company "), we submit to the staff (the " Staff ")
of the Securities and Exchange Commission (the " Commission ") this letter setting forth the responses to the comments
contained in the Staff's letter dated February 12, 2025 on the Company's registration statement on Form S-1 filed on January
21, 2025 (the " Registration Statement ").

 Concurrently with the submission of this letter,
the Company is submitting its amendment to the Registration Statement on Form S-1/A (the " Amendment ") and certain exhibits
via EDGAR with the Commission.

 The Staff's comments are repeated below
in bold and are followed by the responses. We have included page references in the Amendment where the language addressing a particular
comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Amendment. In addition to
addressing the Staff's comments, the Amendment has been updated to include additional founder shares issued to the Sponsor.

 Registration Statement on Form S-1 filed January 21, 2025

 Cover Page

 1. We note your response to prior comment 2 and we reissue it in part. Please revise to disclose that the anti-dilution rights associated
with the founders' shares may result in a material dilution of the purchasers' equity interests .

 Response : In response to the Staff's
comment, the Company has revised the disclosure on the cover page of the Amendment.

 Los Angeles New York Chicago Nashville Washington, DC San Francisco
 Beijing Hong Kong www.loeb.com

 For the United States offices, a limited liability partnership including
 professional corporations. For Hong Kong office, a limited liability partnership.

 United States Securities and Exchange Commission
 May 20, 2025
 Page 2

 Our Sponsor, page 3

 2. Please revise the table to include the anti-dilution rights associated with the founder shares and the payment of consulting, success
or finder fees or any other advisory fees as referenced on page 34 in connection with the consummation of your initial business combination,
as required by Item 1602(b)(4) of Regulation S-K .

 Response : In response to the Staff's
comment, the Company has revised the disclosure on the cover and pages 3-4 of the Amendment.

 Restrictions on Transfers of Founder Shares and Private Placement,
page 146

 3. We partially reissue prior comment 20. Please revise the table in this section to include the transfer restrictions from the lock-up
agreement with the underwriter, as discussed on page 182.

 Response : In response to the Staff's
comment, the Company has revised the disclosure on the page 151 of the Amendment.

 Signatures, page II-5

 4. We note your response to comment 22 and we reissue it in part. Please identify the principal accounting officer or controller.
See Instructions to Signatures of Form S-1 .

 Response : In response to the Staff's
comment, the Company has revised the signature page of the Amendment.

 Should you have any questions about the responses
contained herein, please contact me by telephone at (212) 407-4043 (office) or via email at jaryeh@loeb.com.

 Sincerely,

 /s/ Julia Aryeh

 Julia Aryeh

 Senior Counsel

 Cc: Giovanni Caruso

February 12, 2025
Cesar Johnston
Chairman, President and Chief Executive Officer
Silver Pegasus Acquisition Corp.
2445 Augustine Dr., STE 150
Santa Clara, CA 95054
Re:Silver Pegasus Acquisition Corp.
Registration Statement on Form S-1
Filed January 21, 2025
File No. 333-284395
Dear Cesar Johnston:
            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. Unless we note
otherwise, our references to prior comments are to comments in our August 9, 2024 letter.
Registration Statement on Form S-1 filed January 21, 2025
Cover Page
1.We note your response to prior comment 2 and we reissue it in part. Please revise to
disclose that the anti-dilution rights associated with the founders’ shares may result in
a material dilution of the purchasers’ equity interests.
Our Sponsor, page 3
2.Please revise the table to include the anti-dilution rights associated with the founder
shares and the payment of consulting, success or finder fees or any other advisory fees
as referenced on page 34 in connection with the consummation of your initial business
combination, as required by Item 1602(b)(4) of Regulation S-K.

February 12, 2025
Page 2
Restrictions on Transfers of Founder Shares and Private Placement, page 146
3.We partially reissue prior comment 20. Please revise the table in this section to
include the transfer restrictions from the lock-up agreement with the underwriter, as
discussed on page 182.
Signatures, page II-5
4.We note your response to comment 22 and we reissue it in part. Please identify the
principal accounting officer or controller. See Instructions to Signatures of Form S-1.
            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 Howard Efron at 202-551-3439 or Jennifer Monick at 202-551-3295 if
you have questions regarding the financial statements and related matters. Please contact
Ronald (Ron) E. Alper at 202-551-3329 or Pam Howell at 202-551-3357 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Giovanni Caruso

CORRESP
1
filename1.htm

    Julia
    Aryeh

    Senior
    Counsel

    345 Park
    Avenue

    New York,
    NY 10154

    Direct
    212.407.4043

    Main 212.407.4000

    Fax 212.407.4990

    jaryeh@loeb.com

January 21,
2025

United States
Securities and Exchange Commission

Division of Corporate Finance

Office of Real Estate & Construction

100 F Street, N.E.

Washington, DC 20549

Attention: Howard
Efron, Jennifer Monick, Ronald (Ron) E. Alper and Pam Howell

 Re: Silver
                                            Pegasus Acquisition Corp.

    Draft
                                            Registration Statement on Form S-1 Submitted July 15, 2024

    CIK
                                            No. 0002028735

Ladies
and Gentlemen:

On behalf of our client, Silver
Pegasus Acquisition Corp., a Cayman Islands limited liability company (“SPAC” or the “Company”),
we respond to the comments of the staff of the Division of Corporation Finance of the Commission (the “Staff”) with
respect to the above-referenced Draft Registration Statement on Form S-1 (the “DRS”) filed on July 15, 2024 contained
in the Staff’s letter dated August 9, 2024 (the “Comment Letter”).

The Company has filed via EDGAR
a Registration Statement on Form S-1 (the “S-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 and
is followed by the Company’s response. All page references in the responses set forth below refer to the page numbers in the S-1.

Draft
Registration Statement on Form S-1 submitted July 15, 2024

Cover
Page

1.
Please state the amount of the compensation received or to be received by your sponsor, its affiliates, and promoters. State whether
this compensation may result in a material dilution of the purchasers’ equity interests. 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 Company
revised the disclosure in the S-1 to address the Staff’s comment. Please see the revised Cover Page of the S-1.

2.
We note that your sponsor currently owns an aggregate of 4,312,500 Class B ordinary shares. Please revise to disclose the price paid
for such securities. Please also revise to disclose the anti-dilution rights associated with the founders shares. State whether the securities
issuances may result in a material dilution of the purchasers’ equity interests as required by Item 1602(a)(3) of Regulation S-K.
Provide a cross-reference, highlighted by prominent type or in another manner, to the locations of related disclosures in the prospectus.

Response: The Company revised
the disclosure in the S-1 to address the Staff’s comment. Please see the revised Cover Page of the S-1.

3. In the paragraph where you
disclose conflicts of interest, please provide a cross reference, highlighted by prominent type or in another manner, to the locations
of related disclosures in the prospectus, as required by Item 1602(a)(5) of Regulation S-K of the S-1.

Response: The Company revised
the disclosure in the S-1 to address the Staff’s comment. Please see the revised Cover Page of the S-1.

4.
We note your disclosure that 100% of the units, including the overallotment may be sold to non-managing sponsor investors. Please disclose
whether there is a cap on the amount that each investor may purchase. Please disclose that the non-managing sponsor investors will have
the potential to realize enhanced economic returns from their investment as compared to other investors purchasing in the offering. Please
revise the summary to further clarify the potential impact such purchases could have upon the trading volume, volatility and liquidity.
Additionally, please clarify all impacts of these sales on public investors and please tell us whether the limited number of public investors
could impact the company’s listing eligibility. Please provide appropriate risk factor disclosure, including the potential conflicts
of interest with the non-managing sponsor investors in approving your business combination and otherwise exercising their rights as public
shareholders because of their indirect ownership of founder shares and private placement units. Lastly, please file the form of any agreements
with the non-managing sponsor investors as exhibits.

Response: The Company
revised the disclosure in the S-1 to address the Staff’s comment. Please see the revised Cover Page and pages 24, 145 and 184. Please
also see Risk Factors “Potential participation in this offering by our non-managing sponsor investors could reduce
the public float for our securities” on page 77 and “Since our sponsor, officers and directors and any other holder
of our founder shares, including any non-managing sponsor investors will lose their entire investment in us if our initial business
combination is not completed (other than with respect to any public shares they may acquire during or after this offering), and because
our sponsor, officers and directors and any other holder of our founder shares, including any non-managing sponsor investors,
directly or indirectly may profit substantially from a business combination as a result of their ownership of founder shares even under
circumstances where our public shareholders would experience losses in connection with their investment, a conflict of interest may arise
in determining whether a particular business combination target is appropriate for our initial business combination, including in connection
with the shareholder vote in respect thereto” on page 77.

The Company has removed the number
of units for which it has received an indications of interest from non-managing sponsor investors because no expressions of interest
have yet been communicated by the non-managing sponsor investors due to the changed terms of the offering and the passage of time. Even
if it had received an indication of interest for 100% of the shares, the underwriters would not allocate all of the shares to the non-managing
sponsor investors to ensure that the Company complied with minimum listing requirements.

The
Company is not a party to any agreements between the non-managing sponsor investors and the sponsor.

5.
Regarding your disclosure of the expressions of interest by the non-managing sponsor investors to indirectly purchase private placement
warrants by purchasing sponsor membership units, please revise to add clarifying disclosure to directly compare the percentage of such
private warrants that may be purchased to the percentage of private warrants to be held by the sponsor following the offering (and after
taking into effect the transfers of membership interests in your sponsor to the independent directors, as you disclose on page 7 and
elsewhere).

Response: The Company
revised the disclosure in the S-1 to reflect the number of private placement units purchased in the offering by the sponsor and the
percentage of ownership on the Cover Page and elsewhere throughout the S-1. See pages 3, 13, 23, 59, 76, 101, 144 and 150.

    2

6.
Where you discuss the non-managing sponsor investors’ expression of interest, please revise to clarify whether their potential purchase
of units in the offering is conditioned on their potential indirect purchase of private placement warrants and founder shares in a private
placement, or vice versa. In this regard, we note your disclosure that the non- managing sponsor investors will potentially have different
interests than your other public shareholders in approving your initial business combination and otherwise exercising their rights as
public shareholders because of their indirect ownership of founder shares.

Response: The Company revised
the disclosure in the S-1 to address the Staff’s comment. Please see the revised Cover Page of the S-1, and pages 24, 145 and 184.

7.
When discussing the class B ordinary shares, please revise to clarify that the class B ordinary shares will have the right to vote on
the appointment or removal of directors.

Response: The Company revised the disclosure in the S-1 to address the Staff’s comment. Please see the revised Cover Page of the S-1.

8.
Please revise the cross-reference relating to dilution to include all the sections of the prospectus for disclosures related to dilution.
See Item 1602(a)(4) of Regulation S-K.

Response: The Company revised
the disclosure in the S-1 to address the Staff’s comment. Please see revised Cover Page of the S-1.

Prospectus
Summary, page 1

9.
Please disclose in tabular format the nature and amount of the compensation received or to be received by your sponsor, its affiliates,
and promoters, the amount of securities issued or to be issued by you to the sponsor, its affiliates, and promoters and the price paid
or to be paid for such securities, and, outside of the table, the extent to which this compensation and securities issuance may result
in a material dilution of the purchasers’ equity interests, as required by Item 1602(b)(6) of Regulation S-K.

Response: The Company revised
the disclosure in the S-1 to address the Staff’s comment. Please see page 3 of the S-1.

Management
Team, page 3

10.
When discussing Mr. Johnston’s involvement with KINS Technology, which is now CXApp Inc., please disclose the current market price and
the level of redemptions.

Response: The Company revised
the disclosure in the S-1 to address the Staff’s comment. Please see pages 8, 103, 130 and 136 of the S-1.

Initial
Business Combination, page 5

11.
Please disclose your plans if you do not consummate a de-SPAC transaction within 24 months, including whether you expect to extend the
time period, 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 revised
the disclosure in the S-1 to address the Staff’s comment. Please see page 11 of the S-1.

    3

Additional
Financing, page 8

12.
Please disclose how the terms of additional financings, including forward purchase and backstop agreements mentioned elsewhere, may impact
unaffiliated security holders, as required by Item 1602(b)(5) of Regulation S-K.

Response: The Company revised
the disclosure in the S-1 to address the Staff’s comment. Please see page 14 of the S-1.

Conflicts
of Interest, page 30

13.
Please add disclosure of the conflicts of interest relating to the fees, repayment of loans, and reimbursements of expenses that will
be paid to officers and directors affiliated with the sponsor upon completion of a de-SPAC transaction. Please also disclose the potential
conflicts of interest due to the potential payment of finder’s fees, advisory fees, consulting fees, or success fees for any services
rendered for completion of the initial business combination, as referenced on page 30. Please also revise to disclose conflicts of interest
that may arise in the event that you seek to complete your initial business combination with a company that is affiliated with your sponsor,
officers or directors, as referenced on page 7. See Item 1602(b)(7) of Regulation S-K.

Response: The Company revised
the disclosure in the S-1 to address the Staff’s comment. Please see pages 13, 35-36 and 107 of the S-1, and the Risk Factor on page
72, “Our officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that
conflict with our interests.”

The
non-managing sponsor investors have expressed an interest to purchase substantially all of the units in this offering, page 71

14.
Given the indications of interest from the non-managing sponsor investors to purchase 100% of this offering, please explain the statement
that you “do not expect any purchase of units by the non-managing sponsor investors to negatively impact [y]our ability to meet
Nasdaq listing eligibility requirements.”

Response: The Company revised
the disclosure in the S-1 to address the Staff’s comment. Please see the Cover Page and pages 24 and 146 of the S-1.

Dilution,
page 89

15.
Please expand your disclosure to describe each material potential source of future dilution. Your revisions should address, but not be
limited to, founder shares anti-dilution rights, shares that may be issued in connection with the closing of your initial business combination,
and up to $1,500,000 of working capital loans that may be convertible into private placement warrants. Reference is made to Item 1602(c)
of Regulation S-K.

Response: The Company revised
the disclosure in the S-1 to address the Staff’s comment. Please see page 92 of the S-1.

Executive
Compensation and Director Compensation, page 126

16.
Please revise to include the founder shares, private warrants and the anti-dilution adjustment, as well as any shares to be issued to
the independent directors as referenced on page 103, as required by Item 1603(a)(6) of Regulation S-K.

Response: The Company revised
the disclosure in the S-1 to address the Staff’s comment. Please see page 132 of the S-1.

Conflicts
of Interest, page 129

17.
Please add disclosure of the conflicts of interest relating to the repayment of loans, and reimbursements of expenses that will be paid
to officers and directors affiliated with the sponsor upon completion of a de-SPAC transaction. Please also disclose the potential conflicts
of interest due to the potential payment of finder’s fees, advisory fees, consulting fees, or success fees for any services rendered
for completion of the initial business combination, as referenced on page 30. Lastly, please disclose the potential conflicts of interest
arising from the ability to complete a de-SPAC transaction with an entity affiliated with your sponsor, officers or directors, as disclosed
on page 7. See Item 1603(b) of Regulation S-K.

Response: The Company revised
the disclosure in the S-1 to address the Staff’s comment. Please see pages 35-36, 107 and 137 of the S-1.

    4

18.
Please provide the basis for your statement, here and elsewhere in the prospectus, that you do not believe that the fiduciary, contractual
or other obligations or duties of your officers or directors will materially affect your ability to complete a business combination.

Response: The Company revised
the disclosure in the S-1 to address the Staff’s comment. Please see pages 13, 36, and 107 of the S-1.

Sponsor
Ownership, page 134

19.
Based on the expression of interest of the non-managing sponsor investors, and your disclosure that the non-managing investors will hold
membership interests in the sponsor, please revise to disclose the persons or affiliated groups who may have direct and indirect material
interests in the sponsor, as well as the amount of their interests. See Item 1603(a)(7) of Regulation S-K.

Response: The Company has
revised the disclosure in the S-1 to address the Staff’s comment. Please see page 144 of the S-1.

Restrictions
on Transfers of Founder Shares and Private Placement Warrants, page 136

20.
Please revise to provide the disclosure in this section in tabular format. Please revise the disclosure in this section to also disclose
the lock-up agreement with the underwriter, as discussed on page 173. Please also disclose the certain limited exceptions to these transfer
restrictions of the founder shares and the membership interests of the Sponsor, as referenced on page 144. See Item 1603(a)(9) of Regulation
S-K.

Response: The Company revised
the disclosure in the S-1 to address the Staff’s comment. Please see page 146 of the S-1.

21.
Please revise to disclose whether the non-managing sponsor investors’ membership interest units are subject to any transfer restrictions,
such as a lock up agreement. We note your disclosure on page 16 that except in limi

August 9, 2024
Cesar Johnston
Chairman, President and Chief Executive Officer
Silver Pegasus Acquisition Corp.
2445 Augustine Dr., STE 150
Santa Clara, CA 95054
Re:Silver Pegasus Acquisition Corp.
Draft Registration Statement on Form S-1
Submitted July 15, 2024
CIK No. 0002028735
Dear Cesar Johnston:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on EDGAR.
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 the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form S-1 submitted July 15, 2024
Cover Page
1.Please state the amount of the compensation received or to be received by your sponsor,
its affiliates, and promoters. State whether this compensation may result in a material
dilution of the purchasers’ equity interests. 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.
2.We note that your sponsor currently owns an aggregate of 4,312,500 Class B ordinary
shares. Please revise to disclose the price paid for such securities. Please also revise to
disclose the anti-dilution rights associated with the founders shares. State whether the
securities issuances may result in a material dilution of the purchasers’ equity interests as
required by Item 1602(a)(3) of Regulation S-K. Provide a cross-reference, highlighted by
prominent type or in another manner, to the locations of related disclosures in the
prospectus.

August 9, 2024
Page 2
3.In the paragraph where you disclose conflicts of interest, please provide a cross reference,
highlighted by prominent type or in another manner, to the locations of related disclosures
in the prospectus, as required by Item 1602(a)(5) of Regulation S-K.
4.We note your disclosure that 100% of the units, including the overallotment may be sold
to non-managing sponsor investors. Please disclose whether there is a cap on the amount
that each investor may purchase. Please disclose that the non-managing sponsor
investors will have the potential to realize enhanced economic returns from their
investment as compared to other investors purchasing in the offering. Please revise the
summary to further clarify the potential impact such purchases could have upon the
trading volume, volatility and liquidity. Additionally, please clarify all impacts of these
sales on public investors and please tell us whether the limited number of public investors
could impact the company’s listing eligibility. Please provide appropriate risk factor
disclosure, including the potential conflicts of interest with the non-managing sponsor
investors in approving your business combination and otherwise exercising their rights as
public shareholders because of their indirect ownership of founder shares and private
placement units. Lastly, please file the form of any agreements with the non-managing
sponsor investors as exhibits.
5.Regarding your disclosure of the expressions of interest by the non-managing sponsor
investors to indirectly purchase private placement warrants by purchasing sponsor
membership units, please revise to add clarifying disclosure to directly compare the
percentage of such private warrants that may be purchased to the percentage of private
warrants to be held by the sponsor following the offering (and after taking into effect the
transfers of membership interests in your sponsor to the independent directors, as you
disclose on page 7 and elsewhere).
6.Where you discuss the non-managing sponsor investors' expression of interest, please
revise to clarify whether their potential purchase of units in the offering is conditioned on
their potential indirect purchase of private placement warrants and founder shares in a
private placement, or vice versa. In this regard, we note your disclosure that the non-
managing sponsor investors will potentially have different interests than your other public
shareholders in approving your initial business combination and otherwise exercising their
rights as public shareholders because of their indirect ownership of founder shares.
7.When discussing the class B ordinary shares, please revise to clarify that the class B
ordinary shares will have the right to vote on the appointment or removal of directors.
8.Please revise the cross-reference relating to dilution to include all the sections of the
prospectus for disclosures related to dilution. See Item 1602(a)(4) of Regulation S-K.
Prospectus Summary, page 1
9.Please disclose in tabular format the nature and amount of the compensation received or
to be received by your sponsor, its affiliates, and promoters, the amount of securities
issued or to be issued by you to the sponsor, its affiliates, and promoters and the price
paid or to be paid for such securities, and, outside of the table, the extent to which this
compensation and securities issuance may result in a material dilution of the purchasers’
equity interests, as required by Item 1602(b)(6) of Regulation S-K.

August 9, 2024
Page 3
Management Team, page 3
10.When discussing Mr. Johnston's involvement with KINS Technology, which is now
CXApp Inc., please disclose the current market price and the level of redemptions.
Initial Business Combination, page 5
11.Please disclose your plans if you do not consummate a de-SPAC transaction within 24
months, including whether you expect to extend the time period, 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.
Additional Financing, page 8
12.Please disclose how the terms of additional financings, including forward purchase and
backstop agreements mentioned elsewhere, may impact unaffiliated security holders, as
required by Item 1602(b)(5) of Regulation S-K.
Conflicts of Interest, page 30
13.Please add disclosure of the conflicts of interest relating to the fees, repayment of loans,
and reimbursements of expenses that will be paid to officers and directors affiliated with
the sponsor upon completion of a de-SPAC transaction. Please also disclose the potential
conflicts of interest due to the potential payment of finder's fees, advisory fees, consulting
fees, or success fees for any services rendered for completion of the initial business
combination, as referenced on page 30. Please also revise to disclose conflicts of interest
that may arise in the event that you seek to complete your initial business combination
with a company that is affiliated with your sponsor, officers or directors, as referenced on
page 7. See Item 1602(b)(7) of Regulation S-K.

The non-managing sponsor investors have expressed an interest to purchase substantially all of
the units in this offering ...., page 71
14.Given the indications of interest from the non-managing sponsor investors to purchase
100% of this offering, please explain the statement that you "do not expect any purchase
of units by the non-managing sponsor investors to negatively impact [y]our ability to meet
Nasdaq listing eligibility requirements."
Dilution, page 89
15.Please expand your disclosure to describe each material potential source of future
dilution. Your revisions should address, but not be limited to, founder shares anti-dilution
rights, shares that may be issued in connection with the closing of your initial business
combination, and up to $1,500,000 of working capital loans that may be convertible into
private placement warrants. Reference is made to Item 1602(c) of Regulation S-K.
Executive Compensation and Director Compensation, page 126
16.Please revise to include the founder shares, private warrants and the anti-dilution
adjustment, as well as any shares to be issued to the independent directors as referenced
on page 103, as required by Item 1603(a)(6) of Regulation S-K.

August 9, 2024
Page 4
Conflicts of Interest, page 129
17.Please add disclosure of the conflicts of interest relating to the repayment of loans, and
reimbursements of expenses that will be paid to officers and directors affiliated with the
sponsor upon completion of a de-SPAC transaction. Please also disclose the potential
conflicts of interest due to the potential payment of finder's fees, advisory fees, consulting
fees, or success fees for any services rendered for completion of the initial business
combination, as referenced on page 30. Lastly, please disclose the potential conflicts of
interest arising from the ability to complete a de-SPAC transaction with an entity
affiliated with your sponsor, officers or directors, as disclosed on page 7. See Item
1603(b) of Regulation S-K.
18.Please provide the basis for your statement, here and elsewhere in the prospectus, that you
do not believe that the fiduciary, contractual or other obligations or duties of your officers
or directors will materially affect your ability to complete a business combination.
Sponsor Ownership, page 134
19.Based on the expression of interest of the non-managing sponsor investors, and your
disclosure that the non-managing investors will hold membership interests in the sponsor,
please revise to disclose the persons or affiliated groups who may have direct and indirect
material interests in the sponsor, as well as the amount of their interests. See Item
1603(a)(7) of Regulation S-K.
Restrictions on Transfers of Founder Shares and Private Placement Warrants, page 136
20.Please revise to provide the disclosure in this section in tabular format. Please revise the
disclosure in this section to also disclose the lock-up agreement with the underwriter, as
discussed on page 173. Please also disclose the certain limited exceptions to these transfer
restrictions of the founder shares and the membership interests of the Sponsor, as
referenced on page 144. See Item 1603(a)(9) of Regulation S-K.
21.Please revise to disclose whether the non-managing sponsor investors' membership
interest units are subject to any transfer restrictions, such as a lock up agreement. We note
your disclosure on page 16 that except in limited circumstances, no member of the
sponsor (including the non-managing sponsor investors) may transfer all or any portion of
its membership interests in the sponsor. We also note your cross-reference to more
information in this section. However, such disclosure does not appear to address the non-
managing sponsor investors' membership interest units in the sponsor.
Signatures, page II-5
22.Please include signature lines for the principal financial officer, principal accounting
officer or controller and a majority of the directors. See Instructions to Signatures on
Form S-1.

August 9, 2024
Page 5
            Please contact Howard Efron at 202-551-3439 or Jennifer Monick at 202-551-3295 if you
have questions regarding comments on the financial statements and related matters. Please
contact Ronald (Ron) E. Alper at 202-551-3329 or Pam Howell at 202-551-3357 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction