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Teamshares Inc
CIK: 0002048951  ·  File(s): 001-42540  ·  Started: 2026-05-08  ·  Last active: 2026-05-08
Awaiting Response 0 company response(s) High
UL SEC wrote to company 2026-05-08
Teamshares Inc
Regulatory Compliance Related Party / Governance
File Nos in letter: 001-42540
Teamshares Inc
CIK: 0002048951  ·  File(s): 001-42540  ·  Started: 2026-04-24  ·  Last active: 2026-04-28
Response Received 1 company response(s) High - file number match
UL SEC wrote to company 2026-04-24
Teamshares Inc
Financial Reporting Regulatory Compliance Revenue Recognition
File Nos in letter: 001-42540
↓
CR Company responded 2026-04-28
Teamshares Inc
Financial Reporting Revenue Recognition Regulatory Compliance
File Nos in letter: 001-42540
Teamshares Inc
CIK: 0002048951  ·  File(s): 333-284207  ·  Started: 2025-02-05  ·  Last active: 2025-02-25
Response Received 6 company response(s) High - file number match
UL SEC wrote to company 2025-02-05
Teamshares Inc
File Nos in letter: 333-284207
↓
CR Company responded 2025-02-13
Teamshares Inc
File Nos in letter: 333-284207
↓
CR Company responded 2025-02-21
Teamshares Inc
Offering / Registration Process Regulatory Compliance Business Model Clarity
File Nos in letter: 333-284207
↓
CR Company responded 2025-02-21
Teamshares Inc
Offering / Registration Process
File Nos in letter: 333-284207
↓
CR Company responded 2025-02-24
Teamshares Inc
Offering / Registration Process Regulatory Compliance Business Model Clarity
File Nos in letter: 333-284207
↓
CR Company responded 2025-02-25
Teamshares Inc
File Nos in letter: 333-284207
Filing - Correspondence from Teamshares Inc
CORRESP · 2025-02-25
Generating summary...
↓
CR Company responded 2025-02-25
Teamshares Inc
File Nos in letter: 333-284207
Filing - Correspondence from Teamshares Inc
CORRESP · 2025-02-25
Generating summary...
DateTypeCompanyLocationFile NoLink
2026-05-08 SEC Comment Letter Teamshares Inc DE 001-42540
Regulatory Compliance Related Party / Governance
Read Filing View
2026-04-28 Company Response Teamshares Inc DE N/A
Financial Reporting Revenue Recognition Regulatory Compliance
Read Filing View
2026-04-24 SEC Comment Letter Teamshares Inc DE 001-42540
Financial Reporting Regulatory Compliance Revenue Recognition
Read Filing View
2025-02-25 Company Response Teamshares Inc DE N/A Read Filing View
2025-02-25 Company Response Teamshares Inc DE N/A Read Filing View
2025-02-24 Company Response Teamshares Inc DE N/A
Offering / Registration Process Regulatory Compliance Business Model Clarity
Read Filing View
2025-02-21 Company Response Teamshares Inc DE N/A
Offering / Registration Process Regulatory Compliance Business Model Clarity
Read Filing View
2025-02-21 Company Response Teamshares Inc DE N/A
Offering / Registration Process
Read Filing View
2025-02-13 Company Response Teamshares Inc DE N/A Read Filing View
2025-02-05 SEC Comment Letter Teamshares Inc DE 333-284207 Read Filing View
DateTypeCompanyLocationFile NoLink
2026-05-08 SEC Comment Letter Teamshares Inc DE 001-42540
Regulatory Compliance Related Party / Governance
Read Filing View
2026-04-24 SEC Comment Letter Teamshares Inc DE 001-42540
Financial Reporting Regulatory Compliance Revenue Recognition
Read Filing View
2025-02-05 SEC Comment Letter Teamshares Inc DE 333-284207 Read Filing View
DateTypeCompanyLocationFile NoLink
2026-04-28 Company Response Teamshares Inc DE N/A
Financial Reporting Revenue Recognition Regulatory Compliance
Read Filing View
2025-02-25 Company Response Teamshares Inc DE N/A Read Filing View
2025-02-25 Company Response Teamshares Inc DE N/A Read Filing View
2025-02-24 Company Response Teamshares Inc DE N/A
Offering / Registration Process Regulatory Compliance Business Model Clarity
Read Filing View
2025-02-21 Company Response Teamshares Inc DE N/A
Offering / Registration Process Regulatory Compliance Business Model Clarity
Read Filing View
2025-02-21 Company Response Teamshares Inc DE N/A
Offering / Registration Process
Read Filing View
2025-02-13 Company Response Teamshares Inc DE N/A Read Filing View
2026-05-08 - UPLOAD - Teamshares Inc File: 001-42540
<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 8, 2026

Richard J. Hendrix
President, Chief Executive Officer and Director
Live Oak Acquisition Corp. V
4921 William Arnold Road
Memphis, TN 38117

 Re: Live Oak Acquisition Corp. V
 Form 10-K for Fiscal Year Ended December 31, 2025
 Form 8-K Furnished March 31, 2026
 File No. 001-42540
Dear Richard J. Hendrix:
 We have completed our review of your filings. 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.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>
2026-04-28 - CORRESP - Teamshares Inc
CORRESP
 1
 filename1.htm

 Live Oak Acquisition Corp. V

 4921 William Arnold Road

 Memphis, TN 38117

 VIA EDGAR

 April 28, 2026

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 Washington, D.C. 20549

 Attn:
 Valeria Franks

 Doug Jones

 Re:
 Live Oak Acquisition Corp. V

 Form 10-K for Fiscal Year Ended December 31, 2025

 Form 8-K Furnished March 31, 2026

 File No. 001-42540

 Ladies and Gentlemen:

 Live Oak Acquisition Corp.
V (the " Company ") hereby transmits its response to the comment letter received from the staff (the " Staff ")
of the U.S. Securities and Exchange Commission (the " Commission ") on April 24, 2026 (" Comment Letter "),
relating to the Current Report on Form 8-K (the " Original Current Report ") filed by the Company with the Commission
on March 31, 2026, and the investor presentation (" Teamshares Presentation ") furnished to the Commission as Exhibit
99.1 to the Original Current Report.

 In response to the Staff's
comments set forth in the Comment Letter, Teamshares Inc., a Delaware corporation (" Teamshares "), which is party to
the Agreement and Plan of Merger into which Teamshares and Live Oak entered as of November 14, 2025 (as amended as of April 1, 2026, and
as may be further amended or supplemented from time to time, the " Merger Agreement "), has prepared an updated version
of the Teamshares Presentation (the " Updated Teamshares Presentation "), a copy of which is being furnished to the Commission
as Exhibit 99.1 to an amendment to the Original Current Report (the " Amended Current Report ").

 For the Staff's convenience,
we have repeated below the Staff's comments in bold and have followed each comment with the Company's response.

 Form 8-K Furnished March 31, 2026

 Exhibit 99.1

 Why Teamshares matters, page 19

 1. You disclose $24 million EBITDA, a non-GAAP measure, on slide 19. Please revise to provide the disclosures
required by Item 100(a) of Regulation G, including a reconciliation of this non-GAAP measure to the most directly comparable GAAP measure
per Item 100(a)(2).

 Response: The Company respectfully
acknowledges the Staff's comment and is furnishing a copy of the Updated Teamshares Presentation to the Commission as Exhibit 99.1
to the Amended Current Report on Form 8-K intended to be responsive to the Staff's comment.

 Historical Financial Results and Reconciliation
of Non-GAAP Measures, Page 81

 2. Please remove all references to the non-GAAP measure consolidated Operating EBITDA and associated amounts,
including measures the computation of which are based on this measure, such as Pro Forma Operating EBITDA and Return on Equity, since
the Corporate Expenses adjustment appears to exclude normal, recurring, cash operating expenses. Refer to Questions 100.01 and 104.04
of the Non-GAAP Financial Measures Corporation Finance Interpretations.

 Response: The Company respectfully
acknowledges the Staff's comment and is furnishing a copy of the Updated Teamshares Presentation to the Commission as Exhibit 99.1
to the Amended Current Report. The Updated Teamshares Presentation has been revised to remove references to consolidated Operating EBITDA
and associated amounts and measures the computation of which are based on or derived from such metric, including Pro Forma Operating EBITDA
and Return on Equity .

 * * *

 2

 We thank you for your review
of the foregoing and the Form 8-K/A and Exhibit 99.1. Should you have any questions or require any additional information, please do not hesitate
to contact our legal counsel, Meredith Laitner, Esq., of Ellenoff Grossman & Schole LLP, at mlaitner@egsllp.com or by telephone at
(212) 370-1300.

 Very truly yours,

 Live oak acquisition corp. v

 By:
 /s/ Richard J. Hendrix

 Name:
 Richard J. Hendrix

 Title:
 President, Chief Executive Officer and Director

 cc: Meredith Laitner, Esq.

 Ellenoff Grossman & Schole LLP

 3
2026-04-24 - UPLOAD - Teamshares Inc File: 001-42540
<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 24, 2026

Richard J. Hendrix
President, Chief Executive Officer and Director
Live Oak Acquisition Corp. V
4921 William Arnold Road
Memphis, TN 38117

 Re: Live Oak Acquisition Corp. V
 Form 10-K for Fiscal Year Ended December 31, 2025
 Form 8-K Furnished March 31, 2026
 File No. 001-42540
Dear Richard J. Hendrix:

 We have reviewed your filings and have the following comment(s).

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 8-K Furnished March 31, 2026
Exhibit 99.1
Why Teamshares matters, page 19

1. You disclose $24 million EBITDA, a non-GAAP measure, on slide 19. Please
revise to
 provide the disclosures required by Item 100(a) of Regulation G,
including a
 reconciliation of this non-GAAP measure to the most directly comparable
GAAP
 measure per Item 100(a)(2).
Historical Financial Results and Reconciliation of Non-GAAP Measures, page 81

2. Please remove all references to the non-GAAP measure consolidated
Operating EBITDA
 and associated amounts, including measures the computation of which are
based on this
 measure, such as Pro Forma Operating EBITDA and Return on Equity, since
 the Corporate Expenses adjustment appears to exclude normal, recurring,
cash operating
 expenses. Refer to Questions 100.01 and 104.04 of the Non-GAAP Financial
Measures
 Corporation Finance Interpretations.
 We remind you that the company and its management are responsible for
the accuracy
 April 24, 2026
Page 2

and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

 Please contact Valeria Franks at 202-551-7705 or Doug Jones at
202-551-3309 with any
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>
2025-02-25 - CORRESP - Teamshares Inc
CORRESP
1
filename1.htm

LIVE OAK ACQUISITION CORP. V

4921 William Arnold Road

Memphis, TN 38117

February 25, 2025

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, N.E.

Washington, DC 20549

Attention:  Pearlyne
Paulemon

    Re:
    Live Oak Acquisition Corp. V

    Registration Statement on Form S-1

    Filed January 10, 2025, as amended

    File No. 333-284207

Dear Ms. Paulemon:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Live Oak Acquisition Corp. V hereby requests acceleration of effectiveness of the above referenced
Registration Statement so that it will become effective at 4:00 p.m. ET on Thursday, February 27, 2025 or as soon as thereafter practicable.

    Very truly yours,

    /s/ Richard J. Hendrix

    Richard J. Hendrix

    Chief Executive Officer

    cc:
    Ellenoff Grossman & Schole LLP
2025-02-25 - CORRESP - Teamshares Inc
CORRESP
1
filename1.htm

Santander US Capital Markets LLC

437 Madison Avenue

New York, New York 10022

February 25, 2025

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Pearlyne Paulemon

 Re: Live Oak Acquisition Corp. V

Registration Statement on Form S-1

Filed January 10, 2025, as amended

File No. 333-284207

Dear Ms. Paulemon:

In connection with the above-referenced Registration Statement, and
pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we hereby join in the request of Live
Oak Acquisition Corp V. that the effective date of the Registration Statement be accelerated so that it will be declared effective at
4:00 p.m., Eastern Time, on February 27, 2025, or as soon as practicable thereafter.

Pursuant to Rule 460 under the Act, please be advised that we
expect to distribute approximately 1,000 copies of the Preliminary Prospectus dated February 25, 2025 (the “Preliminary Prospectus”)
through the date hereof, to underwriters, dealers, institutions and others.

In connection with the Preliminary Prospectus distribution for the
above-referenced issue, the prospective underwriters have confirmed that they are complying with the 48-hour requirement in Rule 15c2-8(b) under
the Securities Exchange Act of 1934, as amended.

* * *

[Signature Page Follows]

    Very truly yours,

    SANTANDER US CAPITAL MARKETS LLC

    By:
    /s/ Ryan Kelley

    Name:
    Ryan Kelley

    Title:
    Managing Director

    By:
    /s/ Conrad Rubin

    Name:
    Conrad Rubin

    Title:
    Managing Director

 cc: Davis Polk & Wardwell LLP

[Signature Page to Underwriters’ Acceleration
Request Letter]
2025-02-24 - CORRESP - Teamshares Inc
CORRESP
1
filename1.htm

LIVE OAK ACQUISITION CORP. V

4921 William Arnold Road

Memphis, TN 38117

February 24, 2025

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, N.E.

Washington, DC 20549

Attention: Pearlyne Paulemon

    Re:
    Live Oak Acquisition Corp. V

    Registration Statement on Form S-1

    Filed January 10, 2025, as amended

    File No. 333-284207

Ms. Paulemon:

On February 21,
2025, Live Oak Acquisition Corp. V requested acceleration of the effective date of the above-referenced Registration Statement so that
it would become effective at 4:00 p.m. ET on February 25, 2025, or as soon thereafter as practicable. We hereby withdraw our request until
further notice.

    Very truly yours,

    /s/ Richard J. Hendrix

    Richard J. Hendrix

    Chief Executive Officer

    cc:

    Ellenoff Grossman & Schole LLP
2025-02-21 - CORRESP - Teamshares Inc
CORRESP
1
filename1.htm

Santander US Capital Markets LLC

437 Madison Avenue

New York, New York 10022

February 21, 2025

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Pearlyne Paulemon

    Re:
    Live Oak Acquisition Corp. V

    Registration Statement on Form S-1

    Filed January 10, 2025, as amended

    File No. 333-284207

Dear Ms. Paulemon:

In connection with the above-referenced Registration Statement, and
pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we hereby join in the request of Live
Oak Acquisition Corp V. that the effective date of the Registration Statement be accelerated so that it will be declared effective at
4:00 p.m., Eastern Time, on February 25, 2025, or as soon as practicable thereafter.

Pursuant to Rule 460 under the Act, please be advised that we
expect to distribute approximately 1,000 copies of the Preliminary Prospectus dated February 13, 2025 (the “Preliminary Prospectus”)
through the date hereof, to underwriters, dealers, institutions and others.

In connection with the Preliminary Prospectus distribution for the
above-referenced issue, the prospective underwriters have confirmed that they are complying with the 48-hour requirement in Rule 15c2-8(b) under
the Securities Exchange Act of 1934, as amended.

* * *

[Signature Page Follows]

    Very truly yours,

    SANTANDER US CAPITAL MARKETS LLC

    By:
    /s/ Ryan Kelley

    Name:
    Ryan Kelley

    Title:
    Managing Director

    By:
    /s/ Conrad Rubin

    Name:
    Conrad Rubin

    Title:
    Managing Director

 cc: Davis Polk & Wardwell LLP

[Signature Page to Underwriters’ Acceleration
Request Letter]
2025-02-21 - CORRESP - Teamshares Inc
CORRESP
1
filename1.htm

LIVE OAK ACQUISITION CORP. V

4921 William Arnold Road

Memphis, TN 38117

February 21, 2025

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, N.E.

Washington, DC 20549

Attention: Pearlyne Paulemon

 Re: Live Oak Acquisition Corp. V

Registration Statement on Form S-1

Filed January 10, 2025, as amended

File No. 333-284207

Dear Ms. Paulemon:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Live Oak Acquisition Corp. V hereby requests acceleration of effectiveness of the above referenced
Registration Statement so that it will become effective at 4:00 p.m. ET on Tuesday, February 25, 2025 or as soon as thereafter practicable.

    Very truly yours,

    /s/ Richard J. Hendrix

    Richard J. Hendrix

    Chief Executive Officer

    cc:
    Ellenoff Grossman & Schole LLP
2025-02-13 - CORRESP - Teamshares Inc
CORRESP
1
filename1.htm

VIA
EDGAR

February
13, 2025

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Real Estate & Construction

100
F Street, NE

Washington,
D.C. 20549

Attention:
Pearlyne Paulemon

Re:
Live Oak Acquisition Corp. V

Registration
Statement on Form S-1

Filed
January 10, 2025

File
No. 333-284207

Dear Ms.
Paulemon:

Live
Oak Acquisition Corp. V (the “Company”) hereby transmits its response to the comment letter received from the staff
(the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) on February 5,
2025 relating to the Registration Statement on Form S-1, filed by the Company with the Commission on January 10, 2025.

For
the Staff’s convenience, we have repeated below the Staff’s comment in bold and have followed each comment with the Company’s
response. Disclosure changes made in response to the Staff’s comments have been made in the Amendment to the Registration Statement
on Form S-1 (the “Registration Statement”), which is being submitted to the Commission contemporaneously with the
submission of this letter.

In
addition, we respectfully inform the Staff that this Registration Statement contains certain changes to the structure of the deal, namely
a change from a 1/3 warrant to ½ warrant unit structure, the removal of permitted withdrawals, an overfunding of the trust account
and removing the automatic three-month extension on entry into a letter of intent, among others.

Form
S-1 Filed January 10, 2025

Cover
Page

 1. We
                                            note potential conflicts of interest disclosure on the cover page. Please revise your cross-references
                                            to include the locations of all related disclosures in the prospectus.

In
response to the Staff’s comment, we have revised the cross-references to include the locations of all related disclosures in the
prospectus.

See
Item 1602(a)(5) of Regulation S-K.

Prior
Blank Check Experience, page 6

 2. For
                                            those SPACs that have completed a de-SPAC transaction, disclose the current trading prices.
                                            See Item 1603(a)(3) of Regulation S-K.

In
response to the Staff’s comment, we have disclosed the current trading prices.

Sponsor
Information, page 11

 3. In
                                            your compensation table here and on page 110, please revise to include the antidilution adjustment
                                            of the founder shares. Please also revise the table to reflect that in addition to your sponsor,
                                            a member of your management team and advisor or one of their affiliates may be paid a finder’s
                                            fee, advisory fee, consulting fee or success fee, as referenced on page 38. Lastly, please
                                            revise the table to reflect that in addition to the sponsor, an affiliate of the sponsor
                                            may be paid a salary or fee in connection with the business combination. See Item 1602(b)(6)
                                            and Item 1603(a)(6) of Regulation SK.

In
response to the Staff’s comment, we have revised the indicated disclosure.

Risk
Factors

We
may be unable to obtain additional financing to complete our initial business

combination....,
page 65

 4. We
                                            note your disclosure that you may seek additional financing to complete your initial business
                                            combination and the disclosure on page 61 that you may sell additional shares through PIPE
                                            financing to complete your initial business combination. Please expand to clearly disclose
                                            the impact to you and investors, 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 facilitating the sponsor’s completion of the business combination or providing
                                            sufficient liquidity.

In
response to the Staff’s comment, we have revised the indicated disclosure.

Use
of Proceeds, page 91

 5. We
                                            note that in footnote 5, you have assumed use of proceeds for only 12 months for the office
                                            and administrative support. Given that you have up to 24 months to complete the initial business
                                            combination, please advise why you have not included costs assuming you continue for that
                                            period of time.

In
response to the Staff’s comment, we have revised the indicated disclosure to reflect 24 months of office and administrative support.

    2

Dilution,
page 95

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

In
response to the Staff’s comment, we have revised the indicated disclosure.

Dilution,
page 96

 7. We
                                            note in your maximum redemptions columns you did not include the deferred underwriting commissions
                                            in your Pro Forma net tangible book value after this offering. Please tell us why or revise
                                            here and elsewhere.

In
response to the Staff’s comment, we note that the Underwriting section, starting on page 190, contains the following disclosure
”… Also, includes $0.30 per unit on all units sold (up to $6,000,000 in the aggregate or up to $6,900,000 in the aggregate
if the underwriter’s over-allotment option is exercised in full, which amount shall be subject to pro-rata reduction based on the
number of Class A ordinary shares redeemed by our public shareholders) for deferred underwriting commissions to be deposited into
a trust account …” .

As
noted, the amount is subject to be reduced based on the percentage of redemptions and as a result the dilution table presents the deferred
underwriting commission under the various redemption scenarios. For example, if there is a 100% redemption of the funds held in the trust
account, the deferred underwriting commission is also reduced by the same 100%, causing $0 presentation on the dilution tables.

***

We
thank the Staff for its review of the foregoing. If you have further comments, please feel free to contact to our counsel, Stuart Neuhauser
at sneuhauser@egsllp.com or by telephone at (212) 370-1300.

 Sincerely,

  /s/
               Richard J. Hendrix

  Richard J. Hendrix, Chief Executive
               Officer

 cc: Ellenoff
                                            Grossman & Schole LLP

3
2025-02-05 - UPLOAD - Teamshares Inc File: 333-284207
February 5, 2025
Richard J. Hendrix
Chief Executive Officer
Live Oak Acquisition Corp. V
4921 William Arnold Road
Memphis, TN 38117
Re:Live Oak Acquisition Corp. V
Registration Statement on Form S-1
Filed January 10, 2025
File No. 333-284207
Dear Richard J. Hendrix:
            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.
Form S-1 Filed January 10, 2025
Cover Page
1.We note potential conflicts of interest disclosure on the cover page. Please revise your
cross-references to include the locations of all related disclosures in the prospectus.
See Item 1602(a)(5) of Regulation S-K.
Prior Blank Check Experience, page 6
2.For those SPACs that have completed a de-SPAC transaction, disclose the current
trading prices. See Item 1603(a)(3) of Regulation S-K.
Sponsor Information, page 11
In your compensation table here and on page 110, please revise to include the anti-
dilution adjustment of the founder shares. Please also revise the table to reflect that in
addition to your sponsor, a member of your management team and advisor or one of 3.

February 5, 2025
Page 2
their affiliates may be paid a finder’s fee, advisory fee, consulting fee or success fee,
as referenced on page 38. Lastly, please revise the table to reflect that in addition to
the sponsor, an affiliate of the sponsor may be paid a salary or fee in connection with
the business combination. See Item 1602(b)(6) and Item 1603(a)(6) of Regulation S-
K.
Risk Factors
We may be unable to obtain additional financing to complete our initial business
combination...., page 65
4.We note your disclosure that you may seek additional financing to complete your
initial business combination and the disclosure on page 61 that you may sell
additional shares through PIPE financing to complete your initial business
combination. Please expand to clearly disclose the impact to you and investors,
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 facilitating
the sponsor’s completion of the business combination or providing sufficient liquidity.
Use of Proceeds, page 91
5.We note that in footnote 5, you have assumed use of proceeds for only 12 months for
the office and administrative support. Given that you have up to 24 months to
complete the initial business combination, please advise why you have not included
costs assuming you continue for that period of time.
Dilution, page 95
6. We note that one of your calculations assumptions is that no ordinary shares and
convertible equity or debt securities are issued in connection with additional financing
in connection with an initial business combination. Please expand your disclosure to
highlight that you may need to do so as you intend to target an initial business
combination with a target company whose enterprise value is greater than you could
acquire with the net proceeds of the offering and the sale of private placement shares,
as stated on page 10 and elsewhere.
Dilution, page 96
7.We note in your maximum redemptions columns you did not include the deferred
underwriting commissions in your Pro Forma net tangible book value after this
offering. Please tell us why or revise here and elsewhere.
            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.

February 5, 2025
Page 3
            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 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:Stuart Neuhauser

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