SecProbe.io

CORRESP
 1
 filename1.htm

 Talon Capital Corp.

 440 Louisiana Street, Suite 1050

 Houston, Texas 77002

 September 4, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street, NE

 Washington, D.C. 20549

 Attention: Catherine De Lorenzo and Mary Beth Breslin

 RE:
 Talon Capital Corp. (the "Company")

 Registration Statement on Form S-1

 (File No. 333- 289674) (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 4:00 p.m. on September 8, 2025, or as soon thereafter as practicable.

 [Signature page follows]

 Very truly yours,

 Talon Capital Corp.

 By:
 /s/ Charles Leykum

 Name:
 Charles Leykum

 Title:
 Chief Executive Officer

CORRESP
 1
 filename1.htm

 September 4, 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:
 Talon Capital Corp.

 Registration Statement on Form S-1

 File No. 333-289674

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the General Rules and
Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"),
Cohen and Company Capital Markets, a division of Cohen & Company Securities, LLC ,
as representative of the underwriters of the offering, hereby join the request of the Company that the effective date of the above-captioned
Registration Statement be accelerated so as to permit it to become effective on September 8, 2025 at 4:00 p.m., Eastern time, or as
soon thereafter as practicable.

 Pursuant to Rule 460 of the General Rules and
Regulations of the Securities and Exchange Commission under the Securities Act, we, acting on behalf of the several underwriters, wish
to advise you that, through September 4, 2025, we distributed to each underwriter or dealer, who is reasonably anticipated to be invited
to participate in the distribution of the security, as many copies, as well as "E-red" copies of the Preliminary Prospectus
dated August 27, 2025, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 We have complied and will continue to comply with
the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 [ Signature Page Follows ]

 Very truly yours,

 COHEN AND COMPANY CAPITAL MARKETS,

 A DIVISION OF COHEN & COMPANY SECURITIES, LLC

 By:
 /s/ Jerry Serowik

 Name:
 Jerry Serowik

 Title:
 Senior Managing Director; Head of Capital Markets

CORRESP
 1
 filename1.htm

 August 15, 2025

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street NE

 Washington, D.C. 20549-3561

 Re: Talon Capital Corp.

 Draft Registration Statement on Form S-1

 Submitted July 1, 2025

 CIK No. 0002073340

 Dear Ms. De Lorenzo and Ms. Breslin:

 On behalf of Talon Capital Corp. (the " Company "),
set forth below are the Company's responses to the comments of the Staff (the " Staff ") of the Division of Corporation
Finance and Office of Real Estate & Construction of the Securities and Exchange Commission (the " Commission ") in
the letter dated July 28, 2025, relating to the Company's Draft Registration Statement on Form S-1 (CIK No. 0002073340). The Company
is concurrently filing via EDGAR the Registration Statement on Form S-1 (the " Amended Registration Statement "), which
reflects the Company's responses to the comments received by the Staff and certain updated information.

 For ease of reference, the text of the comments
in the Staff's letter is reproduced in bold herein. Unless otherwise indicated, all references to page numbers in such responses
are to page numbers in the Amended Registration Statement. Capitalized terms used in this letter but not otherwise defined herein have
the respective meanings ascribed to them in the Amended Registration Statement.

 Draft Registration Statement on Form S-1

 Cover Page

 1. We note your disclosure on page 18 and elsewhere that if you increase or decrease the size of the offering, you will effect a share
dividend or a share contribution back to capital, or other appropriate mechanism in such amount as to maintain the collective ownership
of the initial shareholders at approximately 25% of your issued and outstanding ordinary shares. Please discuss these provisions, which
could involve the issuance of additional shares, on the cover page and in the discussions of securities that may become issuable to the
sponsor in the sections entitled Sponsor Information on pages 9 and 105. Also, describe the extent to which these securities issuances
may result in a material dilution of the purchasers' equity interests. Refer to Items 1602(a)(3), 1602(b)(6) and 1603(a)(6) of Regulation
S-K.

 Response: In response to Staff's comment, the
Company has revised the disclosure on the cover page and pages 9, 106 and 107 of the Amended Registration Statement.

 2. Please revise your discussion of sponsor compensation on the cover page to include the private placement units that may be issued
as a result of the up to $1,500,000 in convertible working capital loans, and whether this issuance could result in a material dilution
of the purchasers' equity interests. Please also revise your cross-reference to include all locations of related disclosures in
the registration statement. Refer to Item 1602(a)(3) of Regulation S-K.

 Response : In response to Staff's comment, the
Company has revised the cover page of the Amended Registration Statement.

 Summary, page 1

 3. We note your disclosure on pages 53 and 54, and elsewhere that you may be required to seek additional funding to complete an initial
business combination. Please revise the summary to include disclosure regarding possible plans to seek additional financing and how the
terms of any such financing may impact public shareholders. Refer to Item 1602(b)(5) of Regulation S-K

 Response : In response to Staff's comment, the
Company has revised the disclosure on pages 13 and 14 of the Amended Registration Statement.

 The Offering

 Permitted Purchases of Public Shares By Our Affiliates,
page 25

 4. We note your disclosure that your sponsor, directors, executive officers, advisors or any of their affiliates may purchase Class
A ordinary shares in privately negotiated transactions or in the open market either prior to or following the completion of your initial
business combination and that these securities would not be voted in compliance with the requirements of Rule 14e-5 of the Exchange Act.
We also note your disclosure on pages 41 and 148 that your sponsor, officers and directors have agreed to vote any founder shares, private
placement shares, as well as any public shares purchased during or after this offering, in favor of your initial business combination.
Please revise to reconcile these disclosures or advise.

 Response : In response to Staff's comment, the
Company has revised the disclosure on page 26 of the Amended Registration Statement.

 2

 Manner of Conducting Redemptions, page 27

 5. We note your disclosure on page 28 that you expect to mail the final proxy statement to public shareholders at least 10 days prior
to a shareholder vote. You also disclose on page 117 that the final proxy statement would be mailed to public shareholders at least 20
days prior to a shareholder vote. Please revise to reconcile these disclosures and to be consistent with the minimum dissemination period
required by Exchange Act Rule 14a-6(q).

 Response : In response to Staff's comment, the
Company has revised the disclosure on page 28 of the Amended Registration Statement.

 If you have any questions or comments concerning
this submission or require any additional information, please do not hesitate to contact the undersigned at (561) 650-7951.

 Very truly yours,

 GREENBERG TRAURIG, P.A.

 By:
 /s/ Tricia Branker

 Tricia Branker, Esq.

 cc: Charles Leykum, Chairman and Chief Executive Officer, Talon
Capital Corp.

 3

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 28, 2025

Charles Leykum
Chief Executive Officer
Talon Capital Corp.
440 Louisiana Street, Suite 1050
Houston, TX 77002

 Re: Talon Capital Corp.
 Draft Registration Statement on Form S-1
 Submitted July 1, 2025
 CIK No. 0002073340
Dear Charles Leykum:

 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
Cover Page

1. We note your disclosure on page 18 and elsewhere that if you increase or
decrease the
 size of the offering, you will effect a share dividend or a share
contribution back to
 capital, or other appropriate mechanism in such amount as to maintain
the collective
 ownership of the initial shareholders at approximately 25% of your
issued and
 outstanding ordinary shares. Please discuss these provisions, which
could involve the
 issuance of additional shares, on the cover page and in the discussions
of securities
 that may become issuable to the sponsor in the sections entitled Sponsor
Information
 on pages 9 and 105. Also, describe the extent to which these securities
issuances may
 result in a material dilution of the purchasers equity interests.
Refer to Items
 1602(a)(3), 1602(b)(6) and 1603(a)(6) of Regulation S-K.
 July 28, 2025
Page 2

2. Please revise your discussion of sponsor compensation on the cover page
to include
 the private placement units that may be issued as a result of the up to
$1,500,000 in
 convertible working capital loans, and whether this issuance could
result in a material
 dilution of the purchasers' equity interests. Please also revise your
cross-reference to
 include all locations of related disclosures in the registration
statement. Refer to Item
 1602(a)(3) of Regulation S-K.
Summary, page 1

3. We note your disclosure on pages 53 and 54, and elsewhere that you may
be required
 to seek additional funding to complete an initial business combination.
Please revise
 the summary to include disclosure regarding possible plans to seek
additional
 financing and how the terms of any such financing may impact public
shareholders.
 Refer to Item 1602(b)(5) of Regulation S-K.
The Offering
Permitted Purchases of Public Shares By Our Affiliates, page 25

4. We note your disclosure that your sponsor, directors, executive
officers, advisors or
 any of their affiliates may purchase Class A ordinary shares in
privately negotiated
 transactions or in the open market either prior to or following the
completion of your
 initial business combination and that these securities would not be
voted in
 compliance with the requirements of Rule 14e-5 of the Exchange Act. We
also note
 your disclosure on pages 41 and 148 that your sponsor, officers and
directors have
 agreed to vote any founder shares, private placement shares, as well as
any public
 shares purchased during or after this offering, in favor of your initial
business
 combination. Please revise to reconcile these disclosures or advise.
Manner of Conducting Redemptions, page 27

5. We note your disclosure on page 28 that you expect to mail the final
proxy statement
 to public shareholders at least 10 days prior to a shareholder vote. You
also disclose
 on page 117 that the final proxy statement would be mailed to public
shareholders at
 least 20 days prior to a shareholder vote. Please revise to reconcile
these disclosures
 and to be consistent with the minimum dissemination period required by
Exchange
 Act Rule 14a-6(q).
 Please contact Frank Knapp at 202-551-3805 or Shannon Menjivar at
202-551-3856 if
you have questions regarding comments on the financial statements and related
matters. Please contact Catherine De Lorenzo at 202-551-3772 or Mary Beth
Breslin at 202-
551-3625 with any other questions.

 Sincerely,

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