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                            April 21, 2021

       Kevin Rakin
       Chief Executive Officer
       HighCape Capital Acquisition Corp.
       452 Fifth Avenue, 21st Floor
       New York, NY 10018

                                                        Re: HighCape Capital
Acquisition Corp.
                                                            Amendment No. 1 to
Registration Statement on Form S-4
                                                            Filed April 7, 2021
                                                            File No. 333-253691

       Dear Mr. Rakin:

              We have reviewed your registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply 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 these comments, we may have additional comments.

       Amendment No. 1 to Registration Statement on Form S-4 filed April 7,
2021

       Current Projected Financial Information of Quantum-Si, page 108

   1.                                                   Please refer to prior
comment 15. You disclose that the $810 pre-money valuation of
                                                        Quantum-SI was
determined based on a third-party valuation provided by J.P. Morgan in
                                                        combination with other
sources, including due diligence performed on Quantum- Si   s
                                                        business operations,
industry research reports and data and management   s experience in
                                                        evaluating projections
and conducting valuations of businesses. Please revise to further
                                                        explain the
assumptions, uncertainties and contingencies related to the projected
                                                        revenue growth rate
from 2021 to 2025. Include in your response a brief explanation of
                                                        the assumed "12%
utilization of consumable pull-through per instrument." Additionally,
                                                        please revise to
describe the extent to which the financial projections provided by
                                                        Quantum-Si factored
into or supported your valuation. Please also explain how these
 Kevin Rakin
HighCape Capital Acquisition Corp.
April 21, 2021
Page 2
      projections were used by management. In this regard, clarify whether the
projections
      were accepted or whether management or the Board made any adjustments to
these
      projections and if so, describe such adjustments.
HighCape's Board of Directors' Reasons for the Approval of the Business
Combination, page
110

2.    We note your disclosure that, among other sources, the HighCape Board
relied upon the
      third-party valuation provided by J.P. Morgan. Please expand your
disclosure in the
      "Background of the Business Combination" section to include the
information required by
      Item 1015(b) of Regulation M-A with respect to J.P. Morgan's third-party
valuation. Refer
      to Item 14(b)(6) of Schedule 14A.
Certain Material U.S. Federal Income Tax Considerations, page 276

3.    We note that you have filed a form of short-form tax opinion as Exhibit
8.1. We also note
      that the opinion states that the disclosures under the heading    Certain
Material U.S.
      Federal Income Tax Considerations    constitute accurate descriptions or
summaries of
      such matters in all material respects. Please revise the tax disclosure
in your registration
      statement to clearly identify and articulate the opinion being rendered
and state clearly
      that it is the opinion of the named counsel. Refer to Section III.B.2 of
Staff Legal Bulletin
      19.
        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.

       You may contact Frank Wyman at 202-551-3660 or Al Pavot at 202-551-3738
if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jason L. Drory at 202-551-8342 or Christine Westbrook at 202-551-5019
with any other
questions.



                                                             Sincerely,
FirstName LastNameKevin Rakin
                                                             Division of
Corporation Finance
Comapany NameHighCape Capital Acquisition Corp.
                                                             Office of Life
Sciences
April 21, 2021 Page 2
cc:       David Johansen, Esq.
FirstName LastName