United States securities and exchange commission logo





                               June 27, 2024

       Daniel Cohen
       Chief Executive Officer
       Cohen Circle Acquisition Corp. I
       2929 Arch Street, Suite 1703
       Philadelphia, PA 19104

                                                        Re: Cohen Circle
Acquisition Corp. I
                                                            Amendment No. 4 to
Draft Registration Statement on Form S-1
                                                            Submitted June 3,
2024
                                                            CIK No. 0001894176

       Dear Daniel Cohen:

            We have reviewed your amended draft registration statement and have
the following
       comments.

              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 a comment applies 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 this
letter and your amended
       draft registration statement or filed registration statement, we may
have additional comments.
       Unless we note otherwise, any references to prior comments are to
comments in our June 5,
       2023 letter.

       Amendment No. 4 to Draft Registration Statement on Form S-1

       Cover Page

   1.                                                   We note your revised
disclosure that you cannot guarantee your securities will be
                                                        approved for listing on
Nasdaq. Please revise to state whether listing approval is
                                                        a condition to the
offering. If it is not, include related risk factor disclosure.
   2.                                                   We note that holders of
the Class B ordinary shares will have the right to appoint all of
                                                        your directors and may
remove members of the board of directors for any reason prior to
                                                        your initial business
combination. In light of the conversion feature, please explain the
                                                        procedure for election
of directors if all class B ordinary shares are converted into class A
                                                        ordinary shares prior
to the initial business combination.
 Daniel Cohen
FirstName  LastNameDaniel  Cohen
Cohen Circle Acquisition Corp. I
Comapany
June       NameCohen Circle Acquisition Corp. I
     27, 2024
June 27,
Page 2 2024 Page 2
FirstName LastName
3.       We note that non-managing sponsor investors have expressed an interest
in purchasing
         units in this offering, although none have expressed an interest in
purchasing more than
         9.9% of the units in this offering. Your disclosure suggests that such
investors could
         ultimately determine to purchase more than an aggregate of 9.9% of the
units in the
         offering. Please clarify whether there is a cap on the maximum amount
of units that the
         non-managing sponsor investors can purchase in this offering, and if
so, please disclose
         the cap.
Summary
Founder Shares, page 13

4.       You disclose here and elsewhere that if you increase or decrease the
size of the offering,
         you will effect a capitalization or share surrender or redemption or
other appropriate
         mechanism, as applicable, with respect to your Class B ordinary shares
immediately prior
         to the consummation of the offering in such amount as to maintain the
ownership of
         founder shares by your sponsor at 25% of the aggregate of your founder
shares, the
         placement shares and your issued and outstanding public shares after
this offering and the
         private placement. However, you disclose on page 139 that if you
increase or decrease the
         size of this offering, you will effect a capitalization or share
repurchase or redemption or
         other appropriate mechanism, as applicable, to maintain the number of
founder shares at
         20% of your issued and ordinary shares. Please advise or revise.
Risk Factors, page 35

5.       Please include a risk factor that describes the potential material
effect on your
         shareholders of the stock buyback excise tax enacted as part of the
Inflation Reduction
         Act in August 2022. If applicable, include in your disclosure that the
excise tax could
         reduce the trust account funds available to pay redemptions or that
are available to the
         combined company following a de-SPAC. Describe the risks of the excise
tax applying to
         redemptions in connection with:
             liquidations that are not implemented to fall within the meaning
of    complete
             liquidation    in Section 331 of the Internal Revenue Code;
             extensions, depending on the timing of the extension relative to
when the SPAC
             completes a de-SPAC or liquidates; and
             de-SPACs, depending on the structure of the de-SPAC transaction.
Also describe, if
             applicable, the risk that if existing SPAC investors elect to
redeem their shares such
             that their redemptions would subject the SPAC to the stock buyback
excise tax, the
             remaining shareholders that did not elect to redeem may
economically bear the
             impact of the excise tax.
6.       It appears certain risk factor disclosure included in the filing in
response to prior comment
         1 to our letter issued May 3, 2023 has been removed, including
disclosure regarding the
         fact that your Amended and Restated Certificate of Incorporation does
not include a
         minimum net tangible asset requirement. Please restore such
disclosures or advise. In
         addition, address the risks that you may become subject to the penny
stock rules in the
 Daniel Cohen
FirstName  LastNameDaniel  Cohen
Cohen Circle Acquisition Corp. I
Comapany
June       NameCohen Circle Acquisition Corp. I
     27, 2024
June 27,
Page 3 2024 Page 3
FirstName LastName
         event that you redeem public shares such that your net tangible assets
would be less than
         $5,000,001 either prior to or upon consummation of your initial
business combination.
The non-managing sponsor investors have expressed an interest to purchase
substantially all of
the units in this offering, page 53

7.       We note your disclosure that the non-managing sponsor investors are
interested in
         purchasing "substantially all of the units in this offering,    but
that none has expressed an
         interest in purchasing more than 9.9% of the units sold. Please state
the number of non-
         managing sponsor investors who have expressed an interest in
purchasing units in the
         offering and address whether the limited number of public shareholders
would impact the
         company's listing eligibility.
We may not be able to complete an initial business combination with a U.S.
target company if
such initial business combination is subject to, page 56

8.       We reissue comment 1 to our prior letter dated June 5, 2023. Please
disclose whether your
         sponsor is, is controlled by, or has substantial ties with a non-U.S.
person.
To mitigate the risk that we might be deemed to be an investment company for
purposes of the
Investment Company Act, page 61

9.       We note you disclose that by restricting your investment of proceeds
in cash or securities,
         including U.S. Government securities or shares of money market funds
registered under
         the Investment Company Act and regulated pursuant to Rule 2a-7 of that
Act, you intend
         to avoid being deemed an "investment company." We further note you
disclose that you
         may nevertheless be deemed to be an investment company. Please confirm
that if your
         facts and circumstances change over time, you will update your
disclosure to reflect how
         those changes impact the risk that you may be considered to be
operating as an
         unregistered investment company.
Financial Statements
Note 3 - Summary of Significant Accounting Policies, page F-11
Deferred Offering Costs, page F-12

10.      Please expand your disclosure to add, if true as reported on page F-6,
that during the year
         ended December 31, 2023, you also wrote off $342,048 deferred offering
costs due to
         staleness of your registration statement.
General

11.      Please provide us with supplemental copies of all written
communications, as defined in
         Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
         have presented or expect to present to potential investors in reliance
on Section 5(d) of the
         Securities Act, whether or not they retained or intend to retain
copies of the
         communications. Please contact the staff member associated with the
review of this filing
 Daniel Cohen
Cohen Circle Acquisition Corp. I
June 27, 2024
Page 4
      to discuss how to submit the materials, if any, to us for our review.
       Please contact Mark Wojciechowski at 202-551-3759 or Lily Dang at
202-551-3867 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Cheryl Brown at 202-551-3905 or Karina Dorin at 202-551-3763 with any
other
questions.



                                                             Sincerely,
FirstName LastNameDaniel Cohen
                                                             Division of
Corporation Finance
Comapany NameCohen Circle Acquisition Corp. I
                                                             Office of Energy &
Transportation
June 27, 2024 Page 4
cc:       Mark Rosenstein
FirstName LastName