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                            September 29, 2021

       Brad Morse
       Chief Executive Officer
       ACCRETION ACQUISITION CORP.
       410 17th Street, #1110
       Denver, Colorado 80202

                                                        Re: ACCRETION
ACQUISITION CORP.
                                                            Registration
Statement on Form S-1
                                                            Filed August 19,
2021
                                                            File No. 333-258925

       Dear Mr. Morse:

              We have limited our review of your registration statement to
those issues we have
       addressed in our comment. In our comment, 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 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 comment, we may have additional comments.

       Form S-1

       Capitalization, page 49

   1.                                                   We have considered your
response to our prior comment 1. We are unable to agree with
                                                        your view that the $5
million net tangible limitation provided in your Certificate of
                                                        Incorporation qualifies
a portion of your redeemable common shares for permanent equity
                                                        classification in
accordance with ASC 480-10-S99-3A for the following reasons:

                                                              Each redeemable
common share is redeemable outside the control of the Company.
                                                            Such shares will
become redeemable either as a result of a business combination or
                                                            by passage of time.
                                                              The intention is
that in all cases the redeemable common shareholders will have their
                                                            investment
reimbursed, unless they choose otherwise, whether as a result of a
 Brad Morse
ACCRETION ACQUISITION CORP.
September 29, 2021
Page 2
           business combination or as the result of the failure to achieve a
business combination.
             The unit of accounting is the individual share as each share has
the right to be
           redeemed at the holders    option upon a business combination. While
the Company   s
           Certificate of Incorporation stipulates that redemptions will be
limited to $5 million
           in net tangible assets, the company does not control whether or not
that threshold is
           ever reached in terms of the capital available from the redeemable
common
           shareholders, nor does the company control which specific
shareholders chose to
           redeem or not redeem.

      Please revise your Capitalization table to classify all redeemable common
shares as
      temporary equity.

        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 Paul Cline at 202-551-3851 or Kristina Marrone at
202-551-3429 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Melanie Singh at 202-551-4074 or Mary Beth Breslin at 202-551-3625 with
any other
questions.



                                                            Sincerely,
FirstName LastNameBrad Morse
                                                            Division of
Corporation Finance
Comapany NameACCRETION ACQUISITION CORP.
                                                            Office of Real
Estate & Construction
September 29, 2021 Page 2
cc:       Sam Seiberling
FirstName LastName