United States securities and exchange commission logo





                              November 29, 2021

       Peter Bordes
       Executive Chairman
       Trajectory Alpha Acquisition Corp.
       99 Wall Street, #5801
       New York, New York 10005

                                                        Re: Trajectory Alpha
Acquisition Corp.
                                                            Amendment No. 3 to
                                                            Registration
Statement on Form S-1
                                                            Filed November 17,
2021
                                                            File No. 333-253967

       Dear Mr. Bordes:

             We have reviewed your amended 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. 2 to Registration Statement on Form S-1

       Cover Page

   1.                                                   We note your disclosure
on page 21 that the anchor investors' purchases would represent
                                                        an aggregate of 98.2%
of the units being sold in this offering. Please revise to state this
                                                        on the cover page. In
addition, please state the number of anchor investors.
       The Offering
       Redemption rights in connection with proposed amendments..., page 36

   2.                                                   Please explain why you
have removed the disclosure stating the beneficial ownership of
                                                        the initial
stockholders here and throughout the filing.
 Peter Bordes
Trajectory Alpha Acquisition Corp.
November 29, 2021
Page 2
There has been and may in the future be diversity in the capital structure...,
page 82

3.       We note your risk factor that "diversity" in financial accounting
policies and further
         statements by the SEC relating to accounting of special purpose
acquisition companies
         could result in the correction of accounting errors in previously
issued financial
         statements. Please tell us what "diversity" in financial accounting
policies means and how
         it relates to (1) the requirements in Regulation S-X that the
financial statements must be
         prepared in accordance with generally accepted accounting principles
in the U.S. ("U.S.
         GAAP"), and (2) your financial statements and related audit opinion
that state your
         financial statements were prepared in accordance with U.S. GAAP. In
addition, address
         how "diversity" in accounting could result in the correction of an
accounting error when
         the U.S. GAAP definition of an "accounting change" explicitly scopes
out "the correction
         of an error in previously issued financial statements."
       You may contact Dale Welcome at 202-551-3865 or John Cash at
202-551-3768 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Erin Purnell at 202-551-3454 or Anne Parker at 202-551-3611 with any
other questions.



FirstName LastNamePeter Bordes                                Sincerely,
Comapany NameTrajectory Alpha Acquisition Corp.
                                                              Division of
Corporation Finance
November 29, 2021 Page 2                                      Office of
Manufacturing
FirstName LastName