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                              May 3, 2023

       R. Maxwell Smeal
       Chief Financial Officer
       Cohen Circle Acquisition Corp. I
       2929 Arch Street, Suite 1703
       Philadelphia, PA 19104

                                                        Re: Cohen Circle
Acquisition Corp. I
                                                            Amendment No. 2 to
Draft Registration Statement on Form S-1
                                                            Submitted April 14,
2023
                                                            CIK No. 0001894176

       Dear R. Maxwell Smeal:

             We have reviewed your amended draft 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 providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. 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 the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Amendment No. 2 to Draft Registration Statement on Form S-1

       General

   1.                                                   We note you have
removed disclosure indicating that your amended and restated
                                                        memorandum and articles
of association will provide that you will only redeem your
                                                        public shares so long
as (after such redemption) your net tangible assets will be at least
                                                        $5,000,001 upon
consummation of your initial business combination. Please provide us
                                                        with your legal
analysis as to why it is appropriate to permit this exception to the
                                                        requirement that you
have net tangible assets of at least $5,000,001. Please tell us what
                                                        other risk factors you
propose to include in the prospectus, such as increased risks that
                                                        your stock will be
delisted, that you will have to comply with Rule 419, that you will
                                                        become a less
attractive potential merger partner in a competitive market for merger
 R. Maxwell Smeal
Cohen Circle Acquisition Corp. I
May 3, 2023
Page 2
      targets, and that the removal of a cap on redemptions will no longer
ensure that your stock
      is not a "penny stock" under Exchange Act Rule 3a51-1.
2.    With a view toward disclosure, please tell us whether your sponsor is, is
controlled by, or
      has substantial ties with a non-U.S. person. If so, also 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 U.S. 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.
       Please contact Liz Packebusch, Staff Attorney, at (202) 551-8749 or
Mitchell Austin,
Acting Legal Branch Chief, at (202) 551-3574 with any questions.



                                                            Sincerely,
FirstName LastNameR. Maxwell Smeal
                                                            Division of
Corporation Finance
Comapany NameCohen Circle Acquisition Corp. I
                                                            Office of Energy &
Transportation
May 3, 2023 Page 2
cc:       Mark E. Rosenstein
FirstName LastName