SecProbe.io

CORRESP
 1
 filename1.htm

 June 26, 2025

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

 Re:

 Vendome Acquisition Corp I
 Registration Statement on Form S-1, as amended
 Filed on April 15, 2025
 File No. 333-286534

 Acceleration Request
 Requested Date: June 30, 2025
 Requested Time: 9:30 a.m., New York Time

 Ladies and Gentlemen:

 In accordance with Rule 461 under the Securities Act of 1933, as amended (the “ Act ”), D. Boral Capital LLC, as representative of the
 several underwriters, hereby joins Vendome Acquisition Corp I in requesting that the Securities and Exchange Commission take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-286534) (the “ Registration Statement ”) to become effective on June 30, 2025, at 9:30 a.m., New York time, or as soon as practicable thereafter.

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

 The undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, in connection with the above
 referenced proposed offering.

 [ Signature Page Follows ]

 Very truly yours,

 D. BORAL CAPITAL LLC

 By:

 /s/ Guarav Verma

 Name:

 Guarav Verma

 Title:

 Co-Head of Investment Banking

 cc:

 Scott LaPorta (Vendome Acquisition Corp I)
 Gil Savir, Esq. (Paul Hastings LLP)
 Jeffrey Selman, Esq. (DLA Piper LLP (US))
 Elena Nrtina, Esq. (DLA Piper LLP (US))

CORRESP
 1
 filename1.htm

 Vendome Acquisition Corporation I
  1090 Center Drive
 Park City, UT 84098

 June 26, 2025

 VIA EDGAR

 Office of Real Estate & Construction
 Division of Corporation Finance
 U.S. Securities and Exchange Commission
 100 F Street, NE
 Washington, D.C. 20549
 Attention:  William Demarest, Jennifer Monick, Pearlyne Paulemon and Mary Beth Breslin

 Re:   Vendome Acquisition Corporation I
 Registration Statement on Form S-1, as amended
 File No. 333-286534

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Vendome Acquisition Corporation I, a Cayman Islands exempted company (the “ Company ”), hereby requests acceleration of the effective date of the
 above referenced Registration Statement to 9:30 a.m., Eastern Time, on Monday, June 30, 2025, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Paul Hastings LLP, requests by telephone that such
 Registration Statement be declared effective.

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

 Sincerely,

 /s/ Scott LaPorta

 Scott LaPorta

 Chief Executive Officer

CORRESP
 1
 filename1.htm

 Via EDGAR Submission

 June 23, 2025

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

 William Demarest
 Jennifer Monick
 Pearlyne Paulemon
 Mary Beth Breslin

 Re: Vendome Acquisition Corp I
 Amendment No. 1 to Registration Statement on Form S-1
 Filed June 6, 2025
 File No. 333-286534

 Dear William Demarest, Jennifer Monick, Pearlyne Paulemon,
 and Mary Beth Breslin :

 On behalf of Vendome Acquisition Corp I, a Cayman Islands exempted company (“ we ” or the “ Registrant ”), we submit to the staff (the “ Staff ”) of the Securities and Exchange Commission (the “ Commission ”)
 this letter setting forth the Registrant’s responses to the comments contained in the Staff’s letter dated June 20, 2025, regarding the Registrant’s Amendment No. 1 to the Registration Statement on Form S-1 filed with the Commission on June 6, 2025
 (“ Amendment No. 1 ”). For the Staff’s convenience, we have repeated below each of the Staff’s comments in bold and have followed such comment with
 the Registrant’s response. Concurrently with the transmission of this letter, we are filing the Registrant’s Amendment No. 2 to the Registration Statement on Form S-1 with the Commission through EDGAR (“ Amendment No. 2 ”), which reflects the Registrant’s responses to the comments received by the Staff and certain updated information. All page references in the responses set forth below
 refer to page numbers in Amendment No. 2.

 Amendment No. 1 to Re g istration Statement on Form S-1 filed June 6, 2025

 Risk Factors

 Our warrant agreement designates the courts . . . , page 80

 1.

 We note this provision applies to federal securities law claims. As the provision applies to Securities Act claims, please also state
 that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. In that regard, we note that Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over
 all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Please also revise the warrant agreement filed as Exhibit 4.4 to address whether this applies to Securities Act claims.

 Response : The Company
 respectfully acknowledges the Staff’s comment and has revised Amendment No. 2 on page 81 in response to the Staff’s comment. In addition, the Company has revised the warrant agreement filed as Exhibit 4.4 to address the applicability of the provision
 to claims arising under the Securities Act.

 Dilution, page 97

 2.

 We note your response to our prior comment 5 and your revisions to your filing. Additionally, we note you have revised your filing
 elsewhere to include a discussion of a Working Capital Convertible Note that may be convertible into Class A ordinary shares. Please further expand your narrative disclosure to describe this potential source of future dilution, or tell us how
 you determined such revision is not necessary. Reference is made to Item 1602(c) of Regulation S-K.

 Response : The Company respectfully acknowledges the Staff’s comment and has revised Amendment No. 2 on page 97 in response to the Staff’s comment.   The Company respectfully advises the Staff that this note may be drawn down
 at the Company’s discretion and may be converted into Class A ordinary shares at the Sponsor’s option, representing a potential source of future dilution not reflected in the adjusted net tangible book value tables.

 *            *            *           *

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

 Thank you for your time and attention.

 Sincerely,
 /s/ Gil Savir
 Gil Savir
 of PAUL HASTINGS LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
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<TEXT>
 June 20, 2025

Scott LaPorta
Chief Executive Officer
Vendome Acquisition Corp I
1090 Center Drive
Park City, UT 84098

 Re: Vendome Acquisition Corp I
 Amendment No. 1 to
 Registration Statement on Form S-1
 Filed June 6, 2025
 File No. 333-286534
Dear Scott LaPorta:

 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 May 12, 2025
letter.

Amendment No. 1 to Registration Statement on Form S-1
Risk Factors
Our warrant agreement designates the courts . . . , page 80

1. We note this provision applies to federal securities law claims. As the
provision
 applies to Securities Act claims, please also state that investors
cannot waive
 compliance with the federal securities laws and the rules and
regulations thereunder.
 In that regard, we note that Section 22 of the Securities Act creates
concurrent
 jurisdiction for federal and state courts over all suits brought to
enforce any duty or
 liability created by the Securities Act or the rules and regulations
thereunder. Please
 also revise the warrant agreement filed as Exhibit 4.4 to address
whether this applies
 to Securities Act claims.
 June 20, 2025
Page 2
Dilution, page 97

2. We note your response to our prior comment 5 and your revisions to your
filing.
 Additionally, we note you have revised your filing elsewhere to include
a discussion
 of a Working Capital Convertible Note that may be convertible into Class
A ordinary
 shares. Please further expand your narrative disclosure to describe this
potential
 source of future dilution, or tell us how you determined such revision
is not necessary.
 Reference is made to Item 1602(c) of Regulation S-K.

 Please contact William Demarest at 202-551-3432 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 Mary Beth Breslin
at 202-
551-3625 with any other questions.

 Sincerely,

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

CORRESP
 1
 filename1.htm

 Via EDGAR Submission

 June 6, 2025

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

 William Demarest
 Jennifer Monick
 Pearlyne Paulemon
 Mary Beth Breslin

 Re:

 Vendome Acquisition Corp I

 Registration Statement on Form S-1
 Filed April 15, 2025
 File No. 333-286534

 Dear William Demarest, Jennifer Monick, Pearlyne Paulemon, and Mary Beth Breslin:

 On behalf of Vendome Acquisition Corp I, a Cayman Islands exempted company (“ we ” or the “ Registrant ”), we submit to the
 staff (the “ Staff ”) of the Securities and Exchange Commission (the “ Commission ”) this letter setting forth the Registrant’s responses to the comments contained in the
 Staff’s letter dated May 12, 2025, regarding the Registrant’s Registration Statement on Form S-1 filed with the Commission on April 15, 2025 (the “ Registration Statement ”). For the Staff’s convenience, we have
 repeated below each of the Staff’s comments in bold and have followed such comment with the Registrant’s response. Concurrently with the transmission of this letter, we are filing the Registrant’s Amendment No. 1 to the Registration Statement on Form
 S-1 with the Commission through EDGAR (the “ Amended Registration Statement ”), which reflects the Registrant’s responses to the comments received by the Staff and certain updated information. All page references
 in the responses set forth below refer to page numbers in the Amended Registration Statement.

 Re g istration Statement on Form S-1 filed April 15, 2025

 Our Sponsor, page 3

 1.

 In the table of compensation and securities issued or to be issued, please include the 105,000 founder shares your sponsor will transfer to your independent director nominees and certain members of your
 management team for their services, in each case for no cash consideration, including 25,000 shares to each of your independent directors and 30,000 shares to Amy Wang. Please also include this disclosure on the cover page and disclose the
 anti-dilution adjustment of the founder shares in the table in the Summary, as required by Items 1602(a)(3) and 1602(b)(6) of Regulation S-K.

 Response : The Company respectfully acknowledges the Staff’s comment and has revised the Amended Registration Statement on the cover page and on pages 5 and 107 in response to the Staff’s comment. The Company further advises the Staff that
 Amy Wang will no longer be serving as an officer of the Company and therefore will not be receiving any founder shares.

 2.

 We note that the managing member of your sponsor is Vendome Acquisition Holding I LLC, of which your founders are the sole members and your founders control the management of the sponsor, including the exercise
 of voting and investment discretion over the securities of your company held by your sponsor. Please revise to disclose all persons or affiliated groups who have direct or indirect material interests in the sponsor, as well as the nature and
 amount of their interests. See Item 1603(a)(7) of Regulation S-K.

 Response : The Company respectfully acknowledges the Staff’s comment and has revised the Amended Registration Statement on pages 3 and 105 in response to the Staff’s comment.

 Risk Factors, page 46

 3.

 With a view toward disclosure, please tell us whether your sponsor is, is controlled by, has any members who are, or has substantial ties with, a non-U.S. person. Also revise your filing to include risk factor
 disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a target
 company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with
 which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial
 business combination and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants,
 which would expire worthless.

 Response : The Company respectfully acknowledges the Staff’s comment and has revised the Amended Registration Statement on page 53 in response to the Staff’s comment. We supplementally advise
 the Staff that although our sponsor is a Cayman Islands limited liability company, it is wholly owned and controlled by our Chief Executive Officer and Chief Financial Officer, Scott LaPorta, our Executive Chairman, Paul Kessler, and our President,
 Diana Derycz- Kessler , each of whom is a U.S. citizen.  Further, the Sponsor does not have any substantial ties to a non-U.S. person and no member of the Sponsor is a non-U.S. person.

 Dilution, page 95

 4.

 We note that the tables on pages 95 – 96 do not reflect a redemption restriction with respect to your public shares. However, disclosure throughout your filing states that your amended and restated memorandum and
 articles of association provides that under no circumstances will you redeem your public shares in an amount that would cause your net tangible assets, after payment of the deferred underwriting commissions to be less than $5,000,001. Please
 reconcile your disclosures for us or revise accordingly. Please refer to Item 1602 of Regulation S-X.

 Response: The Company respectfully acknowledges the Staff’s comment and notes that the net tangible assets requirement of not less than $5,000,001 has been removed from the filing. As such, we believe this
 comment is no longer applicable.

 5.

 Please expand your narrative disclosure to describe each material potential source of future dilution. Your revisions should address, but not be limited to, shares that may be issued in connection with the
 exercise of the public warrants and the private placement warrants. Reference is made to Item 1602(c) of Regulation S-K.

 Response: The Company respectfully acknowledges the Staff’s comment and has revised the Amended Registration Statement on page 95 in response to the Staff’s comment.

 6.

 We note that your calculations assume that you will not issue any ordinary shares as part of the combination consideration, and 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 your disclosure on page 3 indicates you intend to target businesses with
 enterprise values of $500 million, which is greater than you could acquire with the net proceeds of this offering and the sale of the private placement warrant as stated on page 100 of your prospectus.

 Response: The Company respectfully acknowledges the Staff’s comment and has revised the Amended Registration Statement on page 95 in response to the Staff’s comment.

 Principal Shareholders, page 150

 7.

 Please revise the table to include the shares to be transferred to independent directors and members of your management team as described on page 153, or advise.

 Response: The Company respectfully acknowledges the Staff’s comment and has revised the Amended Registration Statement on page 152 in response to the Staff’s comment.

 8.

 Please tell us how you determined that your disclosure is compliant with the segment disclosures for single reportable segment entities under ASC 280-10-50-20 and ASU 2023-07, or revise your footnotes to include
 the applicable disclosures.

 Response: The Company respectfully acknowledges the Staff’s comment and has revised the Amended Registration Statement in Note 2 – Summary of Significant Accounting Policies and Note 9 – Segment Information on
 pages F-10 and F-16 in response to the Staff’s comment.

 *   *   *   *

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

 Thank you for your time and attention.

 Sincerely,

 /s/ Gil Savir

 Gil Savir

 of PAUL HASTINGS LLP

<DOCUMENT>
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<TEXT>
 May 12, 2025

Scott LaPorta
Chief Executive Officer
Vendome Acquisition Corp I
1090 Center Drive
Park City, UT 84098

 Re: Vendome Acquisition Corp I
 Registration Statement on Form S-1
 Filed April 15, 2025
 File No. 333-286534
Dear Scott LaPorta:

 We have reviewed your registration statement and have the following
comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-1 filed April 15, 2025
Our Sponsor, page 3

1. In the table of compensation and securities issued or to be issued,
please include the
 105,000 founder shares your sponsor will transfer to your independent
director
 nominees and certain members of your management team for their services,
in each
 case for no cash consideration, including 25,000 shares to each of your
independent
 directors and 30,000 shares to Amy Wang. Please also include this
disclosure on the
 cover page and disclose the anti-dilution adjustment of the founder
shares in the table
 in the Summary, as required by Items 1602(a)(3) and 1602(b)(6) of
Regulation S-K.
2. We note that the managing member of your sponsor is Vendome Acquisition
Holding
 I LLC, of which your founders are the sole members and your founders
control the
 management of the sponsor, including the exercise of voting and
investment
 discretion over the securities of your company held by your sponsor.
Please revise to
 disclose all persons or affiliated groups who have direct or indirect
material interests
 May 12, 2025
Page 2

 in the sponsor, as well as the nature and amount of their interests. See
Item 1603(a)(7)
 of Regulation S-K.
Risk Factors, page 46

3. With a view toward disclosure, please tell us whether your sponsor is,
is controlled
 by, has any members who are, or has substantial ties with, a non-U.S.
person. Also
 revise your filing to include risk factor disclosure that addresses how
this fact could
 impact your ability to complete your initial business combination. For
instance,
 discuss the risk to investors that you may not be able to complete an
initial business
 combination with a target company should the transaction be subject to
review by a
 U.S. government entity, such as the Committee on Foreign Investment in
the United
 States (CFIUS), or ultimately prohibited. Disclose that as a result, the
pool of potential
 targets with which you could complete an initial business combination
may be
 limited. Further, disclose that the time necessary for government review
of the
 transaction or a decision to prohibit the transaction could prevent you
from
 completing an initial business combination and require you to liquidate.
Disclose the
 consequences of liquidation to investors, such as the losses of the
investment
 opportunity in a target company, any price appreciation in the combined
company,
 and the warrants, which would expire worthless.
Dilution, page 95

4. We note that the tables on pages 95 96 do not reflect a redemption
restriction with
 respect to your public shares. However, disclosure throughout your
filing states that
 your amended and restated memorandum and articles of association
provides that
 under no circumstances will you redeem your public shares in an amount
that would
 cause your net tangible assets, after payment of the deferred
underwriting
 commissions to be less than $5,000,001. Please reconcile your
disclosures for us or
 revise accordingly. Please refer to Item 1602 of Regulation S-X.
5. Please expand your narrative disclosure to describe each material
potential source of
 future dilution. Your revisions should address, but not be limited to,
shares that may
 be issued in connection with the exercise of the public warrants and the
private
 placement warrants. Reference is made to Item 1602(c) of Regulation S-K.
6. We note that your calculations assume that you will not issue any
ordinary shares as
 part of the combination consideration, and 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 your disclosure on page 3
indicates you intend
 to target businesses with enterprise values of $500 million, which is
greater than you
 could acquire with the net proceeds of this offering and the sale of the
private
 placement warrant as stated on page 100 of your prospectus.
Principal Shareholders, page 150

7. Please revise the table to include the shares to be transferred to
independent directors
 and members of your management team as described on page 153, or advise.
 May 12, 2025
Page 3
Note 2 - Summary of Significant Accounting Policies
Recent Issued Accounting Pronouncements, page F-12

8. Please tell us how you determined that your disclosure is compliant with
the segment
 disclosures for single reportable segment entities under ASC
280-10-50-20 and ASU
 2023-07, or revise your footnotes to include the applicable disclosures.

 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 William Demarest at 202-551-3432 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 Mary Beth Breslin
at 202-
551-3625 with any other questions.

 Sincerely,

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