Business combinations

8. You disclose that the acquisition of Gongfa was accounted for as a business combination of entities under common control. Please describe, in detail, the relationship between and ownership in the entities involved in the transaction prior to and after the acquisition of Gongfa that supports the common control determination for accounting purposes. Refer to ASC 805-50-15-6. In addition, you disclose that "the transaction was structured under a VIE framework, with common control established through the power and economic interests of Mr. Li Jiyong." Please provide us with an analysis explaining which entities are VIEs and how you concluded that the acquisition of the VIE met the criteria for a common control transaction. Refer to the specific authoritative guidance you considered in your accounting for these transactions.

1. On page 8 where you discuss your sponsor and your officers and directors sponsoring or forming other special purpose acquisition companies, please expand to disclose the conflicts of interest relating to the involvement of Messrs. Matthews, Bischoff, and Donohoe with HCM III Acquisition Corp. and HCM III’s current searching for a target business to complete its initial business combination. Please also expand to address how business combination opportunities are allocated among SPACs. In this regard, we note your statement on page 8 and elsewhere that your officers and directors intend to first present to you any potential business combination opportunities suitable for a SPAC prior to any similar entity. Refer to Item 1602(b)(7)of Regulation S-K.

1. The trust account termination letter attached as Exhibit A to the Investment Management Trust Agreement filed as Exhibit 10.2 states that “counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially, concurrently with your transfer of funds to the accounts as directed by the Company . . . .” Nasdaq Listing Rule IM-5101-2(a) states that “[a]t least 90% of the gross proceeds . . . must be deposited in a trust account maintained by an independent trustee.” It is unclear how the release of funds earlier than the consummation of the initial business combination would comport with this listing standard. We also note that the exhibit is inconsistent with the disclosure in the prospectus, which states that the proceeds will not be released from the trust account until the completion of your initial…

3. We note that your calculations assume that you will not issue ordinary shares and convertible equity or debt securities in connection with any additional financing you seek in connection with your initial business combination. Please revise your disclosure to address the likelihood you will need to do so given that you intend to acquire one or more businesses with total enterprise values greater than the net proceeds of your offering and the sale of the private placement units.

3. Please revise to clarify the experience of the sponsor, its affiliates, and any promoters in organizing or involvement in special purpose acquisition companies. Please revise to disclose the name of the SPAC, the ticker symbol, any SPAC liquidations, and information concerning any completed business combinations, including the financing needed for the transactions and the level of redemptions. Also, disclose any extensions and redemption levels in connection with an extension and/or business combination. See Item 1603(a)(3) of Regulation S-K.

2. We understand that Fleet Complete previously accounted for bundled hardware and service offerings as a single performance obligation and recognized revenue over time. We also understand that, following your acquisition of Fleet Complete, hardware is now a separate performance obligation that is satisfied at a point in time. Please more fully address the following: ● Given the differences you noted between Canadian Accounting Standards for Private Enterprises and U.S. GAAP regarding revenue recognition, explain if and how you accounted for hardware deliveries made prior to the acquisition of Fleet Complete in your purchase price allocation and address how your valuation and accounting complied with U.S. GAAP; ● Explain if and how you are accounting for hardware deliveries made prior to the acquisition of Fleet Complete in your historical financial statements and address how your…

2. In your compensation table here and on pages 12 and 109, and on the cover page, please revise to include both the anti-dilution adjustment of the founder shares upon conversion at the time of the business combination and any other adjustment to maintain the 20% founder share interest in the event of a change in the size of the offering. 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 an amount that constitutes a market standard for comparable transactions in connection with the business combination. See Items 1602(a)(3), 1602(b)(6) and 1603(a)(6) of Regulation S-K.

4. We note your disclosure regarding your agreement with the underwriter to obtain an opinion from “an independent investment banking firm or another independent entity that commonly renders valuation opinions that [y]our initial business combination is fair to [y]our company from a financial point of view” if you pursue a business combination with a company that is affiliated with your initial shareholders, officers or directors, or make the acquisition through a joint venture or other form of shared ownership with your sponsor, officers or directors. Please revise your disclosure throughout your filing to ensure that such disclosure is consistent with the terms of the underwriting agreement. For example, we note that Section 3.32.3 of the underwriting agreement filed as Exhibit 1.1 does not appear to specify that the opinion would be from “an independent investment banking firm or…

5. We note that the form of Amended and Restated Memorandum and Articles of Association filed as Exhibit 3.2 provides that in the event the company seeks to consummate a business combination with a target that is affiliated with the sponsor, a founder, a director or an officer, the company, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another valuation or appraisal firm that regularly renders fairness opinions or an independent accounting firm that such a business combination is fair to the company from a financial point of view. Please disclose such provision and reconcile such obligation with the related obligation set forth in Section 3.32.3 of the underwriting agreement.

1. We note your disclosure that pursuant to a letter agreement, your sponsor, officers and directors have agreed to waive their redemption rights with respect to their founder shares and public shares in connection with the completion of an initial business combination and shareholder vote to approve an amendment to your charter. Please disclose whether consideration (in cash or in other form of value) was provided in exchange for the agreement by these parties to waive redemption rights. Refer to Item 1603(a)(8) of Regulation S-K.

2. We note your disclosures here, and elsewhere in your prospectus, that Meteora, for which Mr. Mittal serves as the Managing Member and Chief Investment Officer or its affiliates, may purchase additional public shares which they have agreed to vote in favor of your initial business combination. Please reconcile these disclosures with your statements on page 36 indicating that any such purchases would be at a price no higher than the price offered through your redemption process and that such shares would not be voted in favor of approving the business combination transaction.

4. Please revise to include more detailed disclosure regarding any SPAC experience your sponsor, affiliates, management may have. Please revise to disclose the financing needed for the transactions and the level of redemptions. Also, disclose any extensions and redemption levels in connection with an extension and/or business combination. See Item 1603(a)(3) of Regulation S-K. Please clarify how opportunities to acquire targets are allocated among SPACs.

5. Please tell us what consideration you gave to disclosing the payment of other expenses associated with your initial business combination, including payment of deferred underwriting commissions to the underwriter. Refer to Item 504 of Regulation S-K.

7. Given the involvement of certain of your directors and officers with other SPACs please explain the basis for your statements here and elsewhere in your prospectus that you do not believe that the fiduciary or contractual obligations or duties of your officers or directors will materially affect your ability to complete a business combination.

1. We note your revised disclosures in response to prior comment 1, including that a non-managing sponsor investor has expressed an interest in purchasing units in the public offering and that such investor will have different interests than your public shareholders. As previously stated, please further revise your disclosure to clarify that the non-managing sponsor will have an incentive to vote in favor of the business combination, regardless of the number of shares owned, because of such investor’s ownership of non-managing sponsor membership interests and private placement warrants. Also revise to state any amount of units that such investor has expressed an interest in purchasing in the public offering.

3. We note your disclosure in the risk factors on page 78 that your sponsor, officers and directors have complete discretion, subject to applicable fiduciary duties, as to which blank check company they choose to pursue a business combination and the order in which they pursue business combinations for any of their existing or future blank check companies. Please revise this section to clarify how targets are allocated among SPACs, particularly given the involvement of members of your management with existing SPACs such as Drugs Made in America Acquisition Corp. and Drugs Made in America Acquisition II Corp. Also, provide a brief description of such conflicts in the prospectus summary.

4. Please clarify disclosure in this section on page 198 and on the cover page, in Use of Proceeds and elsewhere stating that the $0.40 per unit of deferred compensation will be due to the underwriters “solely on amounts remaining in the trust account” following shareholder redemptions. It is unclear whether you mean that the deferred compensation will only be paid to the extent that there are amounts remaining in the trust account, or that it will be paid only with respect to unredeemed public shares in connection with the business combination.

2. Please revise under this heading where you discuss your acquisition strategy to also disclose, as you do on page 106, that you are focusing on completing a business combination with companies in the rare earth materials and nuclear energy industries.

3. Please revise to also disclose the amount of public shares sold in the IPO that would have to affirmatively vote for the business combination in order for it to be consummated.

5. Please revise to disclose whether your sponsor is, is controlled by, has any members who are or has substantial ties with, a non-U.S. person. If so, please also discuss how this fact could impact your ability to complete your initial business combination.

2. The trust account termination letter attached as Exhibit A to the Investment Management Trust Agreement filed as Exhibit 10.2 states that "[o]n the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially, concurrently with your transfer of funds . . . ." Nasdaq Listing Rule IM-5101-2(a) states that “[a]t least 90% of the gross proceeds . . . must be deposited in a trust account maintained by an independent trustee.” It is unclear how the release of funds earlier than the consummation of the initial business combination would comport with this listing standard. We also note that the exhibit is inconsistent with the disclosure in the prospectus, which states that funds in the trust account will not be released until the completion of your initial business…

3. We note your revised disclosure in response to prior comment 2 and reissue the comment in part. Please include corresponding disclosure in the Summary section of the prospectus where you discuss potential conflicts of interest under the caption "Interests of Certain Persons in the Business Combination.”

4. We note your revised disclosure regarding a proposal and counterproposal to change the merger consideration in July 2025. Please clarify your disclosure to explain if the parties have agreed to revise the merger consideration and, if so, how this was documented and whether Relativity's board reapproved the transaction based on the higher valuation. Additionally, please explain if Relativity received any benefit in exchange for agreeing to revise the merger consideration in light of the fact that they had already entered into a definitive Business Combination Agreement in February 2025.

1. We note your disclosure that the completion window is 18 months from the closing of this offering, or up to 24 months from the closing of this offering if you extend the period of time to consummate a business combination by up to two additional periods of three months each. We also note your disclosure that, pursuant to the terms of your amended and restated memorandum and articles of association and the trust agreement, in order for the time to be extended in this manner, your sponsor must deposit $0.10 per each public share then outstanding into the trust account for each three-month extension. However, the form of amended and restated memorandum and articles of association filed as Exhibit 3.2 refers to a completion window of 24 months and does not appear to contain any provisions that would allow for additional time pursuant to a sponsor extension as you describe in the…

3. We refer to your revised disclosures that the private placement units that are being issued to the sponsor, comprising of Class B-2 and Class C Units, each consist of three shares of Class A ordinary shares. Please correspondingly update your disclosures regarding the number or percentage of public shares that would be needed to approve an initial business combination. Additionally, please expand your disclosures throughout, including any applicable exhibits, to clarify whether the waiver of liquidating distributions also applies to the shares in the private placement.

2. Staff’s comment: The trust account termination letter attached as Exhibit A to the Investment Management Trust Agreement filed as Exhibit 10.1 states that ” . . . counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially, concurrently with your transfer of funds . . .” Nasdaq Listing Rule IM-5101-2(a) states that “[a]t least 90% of the gross proceeds . . . must be deposited in a trust account maintained by an independent trustee.” It is unclear how the release of funds earlier than the consummation of the initial business combination would comport with this listing standard. We also note that the exhibit is inconsistent with the disclosure in the prospectus, which states proceeds will not be released until “the completion of our initial business combination.” Please reconcile the…

8. We note disclosure on page 9 of the Business Combination Agreement dated as of July 11, 2025 that if less than Two Hundred Million Dollars in HYPE Tokens Value is contributed to Rorschach, additional cash and cash equivalents may be contributed. In light of this uncertainty, please tell us the basis for the $574.3 million HYPE Tokens Value transaction accounting adjustment. Refer to Regulation S-X, Item 11-02(a)(10).

1. We note your disclosure on p. 100 and stipulation in Section 8.11 of the Business Combination Agreement that the Company will use best efforts to secure PIPE financing. We also note that Merger agreement refers to PIPE financing as a condition to the SPAC’s obligations. Please tell us the status of any PIPE financing and revise your disclosure accordingly.

4. Refer to your response to prior comment 26. Please disclose the negotiations that led to the adoption of the First Amendment to the Business Combination Agreement on July 28, 2025 that provides that 15% of the Adjustment Shares, which were originally to be delivered to the holder of the ProCap Common Units, be reallocated to non- redeeming Public Shareholders of CCCM so that investors understand which party suggested the amendment and the reasons for the amendment.

3. We note your disclosure on page 70 stating "Our amended and restated memorandum and articles of association provide that unless we consent in writing to the selection of an alternative forum, the courts of the Cayman Islands shall have exclusive jurisdiction over any claim or dispute." We also note your disclosure on the cover page that your "amended and restated memorandum and articles of association prohibit redemptions in an amount that would cause our net tangible assets, after payment of the business combination marketing fees, to be less than $5,000,001," and that the table on page 81 "gives effect to the limitation under our restated and amended memorandum and articles of association that will prohibit redemptions in an amount that would cause [your] net tangible assets, to be less than $5,000,001." However, these provisions do not appear in the Form of Amended and Restated…

1. We note your response to prior comment 2 and reissue. Disclosure on the cover, and elsewhere in your prospectus, indicates that only Class B shareholders will have the right to vote to appoint and remove directors prior to, or in connection with, the completion of your initial business combination and only they will vote on continuing your company in a jurisdiction outside the Cayman Islands. Please revise your prospectus summary to highlight your dual-class capital structure addressing the disparate voting rights of the Class A and Class B ordinary shares.

3. Your disclosure on page 308 stated that it is expected that Terrestrial Energy or New Terrestrial will consider one-time additional equity awards to recognize extraordinary services provided in connection with the Business Combination. Where you provide pro forma information, please revise to disclose the nature and terms of the awards to be granted, how you plan to account for those awards, and potential impact on the post-combination company. Also, ensure that any granted awards are appropriately reflected in the pro forma information.

2. Please expand your disclosure on pages 42-44 to also describe conflicts of interest relating to payments to your sponsor, officers or directors, or your or their affiliates for services rendered prior to or in connection with the completion of your initial business combination, as referenced on page 41. See Item 1602(b)(7) of Regulation S-K.

3. Please revise to clarify, as you state in your risk factor on pages 84-85, that your sponsor, its manager, and your officers and directors may pursue business combinations for blank check companies that it has sponsored in any order, which could result in its more recent blank check companies completing business combinations prior to its blank check companies that were launched earlier. Please also revise to reconcile your disclosure here stating that the fiduciary duties or contractual obligations of your officers or directors to other entities could materially affect your ability to complete your initial business combination, with your disclosure on page 163 stating that you do not believe such fiduciary duties or contractual obligations will materially affect your ability to complete your initial business combination.

4. We acknowledge your response to prior comment 13. In this regard, please revise the footnotes to the table to provide a clear understanding of the factors that are include in the calculations of the Initial implied value per public share and the Implied value per share upon consummation of initial business combination.

1. Please revise to ensure your disclosures throughout your prospectus and exhibits are consistent. As examples only, we note that your letter agreement filed as Exhibit 10.2 only requires your sponsor and insiders to vote the founder shares they hold and shares acquired in the public offering, but does not appear to have a similar requirement with respect to private placement shares. However, your disclosures state that your sponsor and Cohen have agreed to vote private placement shares in favor of such transaction and also include statements regarding the percentage of public shares that would need to be voted in favor of the initial business combination in order to have the transaction approved, after assuming all the founder shares and private placement shares are voted in favor of it. As another example, we also note inconsistent disclosures regarding the waiver of redemption…

7. You state in the first paragraph on page 11 and elsewhere in your prospectus that you do not believe that the fiduciary, contractual or other obligations or duties of your officers and directors, or of KingsRock and its Strategic Partners and Senior Advisors will materially affect your ability to complete your initial business combination. Please revise your disclosures to explain the basis for this belief. In this regard, we note your other disclosures, such as your statements that your sponsor, officers, directors, KingsRock, and its Strategic Partners and Senior Advisors may all participate in other blank check companies, and that KingsRock’s clients may compete with you for acquisition opportunities.

2. We note your response to prior comment five indicating that you did not consider the disclosure requirements in FASB ASC 805-20-30-1 and 7 to be applicable, stating that "no noncontrolling interest was present or recognized in the purchase accounting of the Omni Acquisition" and you attribute the noncontrolling interest entirely to the formation of the Up-C structure, as if this were a discrete and unrelated event. However, in the third paragraph of the revisions outlined in Schedule III of your response, and now present in your interim report, you explain that the Up-C structure was established prior to the acquisition and reference the purchase accounting applied when stating "...the noncontrolling interest related to Opco Class B Units and Opco Series C-2 Preferred Units (totaling a 30.5% economic interest in Opco) was measured and recognized based on the fair market value of net…

6. Please revise to clarify the meaning of your added disclosure on pages 24-25, which appears to suggest that PRC laws or regulations governing cash flows associated with the business combination, including shareholder redemption rights, will not apply if you are able to consummate an initial business combination with a non-PRC target company—and inversely that such laws or regulations will apply if you consummate an initial business combination with a PRC target company. In this regard, we note your disclosure on page 24 that you do not intend to enter into a business combination with a PRC target company. However, we also note your disclosure on page 17 and elsewhere that as a result of the significant ties of your executive officers and directors to China, you are more likely to acquire a company based in China.

4. Where you discuss having until 24 months from the closing of this offering to consummate an initial business combination on page 22, or elsewhere in the Summary as appropriate, please expand to describe your plans in the event that you do not consummate a de-SPAC transaction within this time period, including whether, and if so, how, you may extend the time period; any limitations on extensions, including the number of times; the consequences to your sponsor of not completing an extension of this time period; and whether security holders will have voting or redemption rights with respect to such an extension. See Item 1602(b)(4) of Regulation S-K.

5. Please expand your disclosure to also describe conflicts of interest relating to payments to your sponsor, officers and directors, or their affiliates for any services they render prior to or in order to effectuate the consummation of your initial business combination, as referenced on pages 37-38. See item 1602(b)(7) of Regulation S-K.

6. We note the disclosure on page 20 and elsewhere that in order to facilitate your initial business combination, your sponsor may surrender or forfeit, transfer or exchange your founder shares, private placement units or any of your 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. Address the consequences of such removal to the company’s ability to consummate an initial business combination, including that any replacement sponsor…

2. We note your disclosures stating that there may be instances where your directors, officers or their affiliates may purchase shares prior to the consummation of your initial business combination, but that such purchases would be in compliance with CD&I 166.01, which covers purchases that follow certain conditions, including that the purchased shares will not be voted in favor of approving the business combination. However, we note that your letter agreement filed as Exhibit 10.2 requires your insiders to vote any shares owned by them, with no exceptions. Please revise to reconcile, or advise.

1. We note your disclosure in paragraph 10 that certain non-managing sponsor investors have expressed an interest in purchasing non-managing sponsor membership interests. Please revise to disclose the number of individuals that have expressed interest and the price they will pay to acquire these interests. Further, we note it appears that these individuals may purchase shares in your offering. Please clarify the conflicts these individuals would have, including the incentive that they would have to vote in favor of the business combination, regardless of the number of shares they own, because of the non-managing sponsor membership interests and private placement warrants.

4. We note your disclosures that you have no commitments to issue any shares in connection with the initial business combination or to issue any notes or other debt. However, to the extent applicable, please revise to disclose any plans to seek additional financings, even if there are no commitments. In this regard, we note your statement that you are targeting a business with an enterprise value of up to $1.5 billion. Refer to Item 1602(b)(5) of Regulation S-K. Please also revise your last risk factor on page 49 to address this potential need for financing in the context of your initial business combination.

2. Please revise this section to also disclose the amount of public shares sold in the IPO that would have to affirmatively vote for the business combination in order for it to be consummated.

3. Please revise your disclosure on page 28 to disclose whether shareholders can redeem their shares regardless of whether they abstain, vote for, or vote against proposals to extend the date by which you must consummate your initial business combination, as you have on page 134.

5. The table shows deferred underwriting fees as part of your “as-adjusted” capitalization. Our understanding from page 101 is that these fees are payable contingent on the completion of your initial business combination and that these fees would be charged to equity under your policy for deferred costs on page F-9. Please tell us why the fees are considered part of your “as-adjusted” capitalization but the offsetting amount does not appear charged to shareholder’s equity in this table.

1. We note your response and revised disclosure in response to prior comment 4 and reissue the comment in part. Your response letter indicates that A.G.P. waived a deferred fee. However, your disclosure states that it is a closing condition for the IPO Underwriter to have executed a Fee Waiver Agreement "on terms prescribed and agreed by the Target Company," but this agreement does not appear to be discussed elsewhere in the prospectus. Please revise to clarify if the IPO Underwriter is owed any deferred underwriting compensation and whether such IPO Underwriter has entered into any agreement to waive any fees it may be owed, including the Fee Waiver Agreement required as a closing condition for the Business Combination.

6. We note your disclosures here and elsewhere in your prospectus that your sponsor, directors, and officers have agreed to waive their redemption rights with respect to their founder shares, private placement shares, and public shares in connection with the completion of the initial business combination. However, the letter agreement filed as Exhibit 10.1 indicates that the sponsor and insiders have agreed to not redeem any Class A shares held by them. In this regard, we note that the founder shares held by them are Class B ordinary shares. Please revise to reconcile, or advise.

9. We refer to your statements regarding the need for 9,609,869 and 1,054,479 of the public shares to be voted in favor of an initial business combination in connection with seeking approval of such transaction with an ordinary resolution. Please explain to us your calculations. In this regard, we note your disclosures elsewhere that you will have 25,424,639 shares after the offering, and that there will be over 7.4 million founder shares, private placement shares and private placement shares issued to the underwriter. Please also revise your disclosures as appropriate to describe the terms of any voting agreement between you and the underwriter with respect to its private placement shares.

10. Please revise the fifth bullet point here to explain the low number of public shares sold in this offering that you would need to approve the initial business combination, as you discuss elsewhere in your prospectus, and also revise your fourth bullet to explain the terms of any voting agreement between you and the underwriters with respect to their private placement units.

14. Please revise your tabular disclosure regarding compensation received by the Sponsor, its affiliates, and promoters in connection with the business combination to include the success fees to be received by Mr. Roy and Mr. Handwerker and file the related consulting agreements with Freya Advisory, LLC and Cooper Advisers LLC as exhibits to the registration statement. See Items 601(b)(10)(iii)(A) and 1604(b)(4) of Regulation S-K.

Comment : We note your response to prior comment 2 and see that you continue to include the impacts of certain warrant exercises. Considering your footnote disclosures at captions (3), (4) and (5) indicate that the exercise of these warrants is not probable, please exclude them as adjustments to your calculation of net tangible book value per share from dilutive securities and other related events, excluding the business combination. Note that material effects to your net tangible book value under Item 1064(c) of Regulation S-K should only include transactions that are probable or consummated. Please revise your dilution table as necessary.

13. Please revise your filing to include the information contained in your response letter indicating that if the parties obtain PIPE financing prior to the meeting for the approval of the Business Combination, stockholders will be notified of the terms of such investment through an amendment to the registration statement or as definitive additional proxy materials, as applicable, and/or, if such PIPE financing is obtained after the meeting, on current reports on Form 8-K.

1. Please revise to disclose here, in the Notice of Special Meeting of Shareholders, and in Questions and Answers (i) the number of shares of Pubco Common Stock offered in connection with the Business Combination, (ii) the price per share of the Pubco Common Stock, (iii) the value of the consideration that the Sonnet stockholders, the Advisor, and Rorschach are receiving in connection with the Business Combination, and (iv) the aggregate value of the consideration that Sonnet stockholders are receiving.

2. Please revise to disclose the ownership percentage of Pubco Common Stock following the Business Combination by the Sonnet stockholders, PIPE Subscribers, Rorschach equity holders, and the Advisor, respectively at Closing on a fully-diluted basis. To the extent the ownership percentages provided elsewhere are not presented on a fully diluted basis, please also provide such information.

29. Please revise your disclosure in this section as appropriate to update the development status of your product candidates. For example purposes only, we note your disclosure regarding your expectation to report topline efficacy data from the Phase 1 SB101 clinical trial of SON-1010 in the first half of calendar year 2025 and your “upcoming milestone” of an IND submission for SON-1210 in the first quarter of calendar year 2025. In addition, please discuss whether Sonnet plans to continue its research and development as disclosed following the Business Combination. In this regard, we note your disclosure that certain development projects have been placed on hold while Sonnet seeks partnering opportunities. Please disclose with specificity the development projects you are continuing and any updated milestones.

2. We note your disclosure on page 102 that Lerer Hippeau Acquisition Corp. was unable to consummate an initial business combination and in 2023 determined to dissolve and liquidate. Please include such information in your disclosure on page 4 where you discuss the experience of Mr. Parsons as an independent director and Chair of the Audit Committee of such company.

3. Please clarify your statement that you will use your management team’s “respective platforms" to identify potential targets and evaluate their strengths, weaknesses, and to determine the relative risk and return profile of any potential target for your business combination. Refer to Item 1602(b)(1) of Regulation S-K.