September 17, 2024

Sam Potter
Chief Executive Officer
Siddhi Acquisition Corp
100 Wall Street, 20th Floor
New York, NY 10005

       Re: Siddhi Acquisition Corp
           Draft Registration Statement on Form S-1
           Submitted August 20, 2024
           CIK No. 0002034037
Dear Sam Potter:

       We have reviewed your 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.

Draft Registration Statement on Form S-1 submitted August 20, 2024
Cover Page

1.     Please revise to clearly disclose whether redemptions will be subject to
any limitations, as
       required by Item 1602(a)(2) of Regulation S-K. For example, we note your
disclosure on
       page 29 and elsewhere in the registration statement relating to the
limitation on
       redemptions by shareholders holding more than 15% of the shares sold in
this offering if a
       shareholder vote is held.
2.     We note your cover page disclosure that your sponsor currently owns an
aggregate of
       5,750,000 Class B ordinary shares. Please revise your cover page to
disclose the
       approximate price per share which the sponsor paid for the founder
shares. We refer to
       your disclosure on page 10. See Item 1602(a)(3) of Regulation S-K.
3.     When discussing the amount of compensation received or to be received by
the sponsor,
       its affiliates and promoters pursuant to Item 1602(a)(3) of Regulation
S-K, please include
       the repayment of loans made by the sponsor for offering-related and
organizational
 September 17, 2024
Page 2

       expenses, consulting, success or finder   s fees, reimbursement of
out-of-pocket expenses
       relating to identifying completing an initial business combination, and
the repayment of
       loans made by the sponsor to finance de-SPAC transaction costs, as
applicable. Please
       revise also revise to disclose whether there will be material dilution
of the purchasers'
       equity interests, with prominent cross-references to sections labeled
accordingly. Please
       revise to include any relevant disclosure in the prospectus summary and
elsewhere in the
       prospectus, as required by Items 1602(b)(6) and 1603(a)(6).
Summary, page 1

4.     We note your risk factor disclosure on page 58 that you may be required
to obtain
       additional financing in connection with the closing of the initial
business combination for
       general corporate purposes or if the cash portion of the purchase price
exceeds the amount
       available from the trust account. Please revise your prospectus summary
to describe your
       plans to seek additional financings and how the terms of additional may
impact
       unaffiliated security holders. See Item 1602(b)(5) of Regulation S-K.
5.     Please disclose your plans if you do not consummate a de-SPAC
transaction within 24
       months, including whether you expect to extend the time period. Also
disclose whether
       there are any limitations on the extensions, including the number of
times. Finally,
       disclose the consequences to the sponsor of not completing an extension
in this time
       period. See Item 1602(b)(4) of Regulation S-K.
6.     Please revise to broaden the conflicts of interest disclosure on pages 9
and 31 to discuss
       the conflicts of interest relating to (i) the ability to complete a
de-SPAC transaction with
       an entity affiliated with your sponsor, officers or directors and (ii)
the terms of warrants
       held by the sponsor that may enable the sponsor to profit at times when
an unaffiliated
       security holder cannot profit, such as when the public warrants are
called for redemption.
       See Items 1602(b)(7) and 1603(b) of Regulation S-K.
Prior SPAC Experience, page 5

7.     We refer to your disclosure relating to the involvement of Mr. Finn, Mr.
Potter, Ms.
       Salerno and Mr. Selig with Rotor Acquisition Corp., which is now
Palladyne AI Corp.
       You also disclose Mr. Selig   s involvement with Tuscan Holdings Corp.,
which is now
       Microvast Holdings, Inc. For each SPAC, disclose any extensions and
redemption levels
       in connection with an extension and/or business combination. See
Regulation S-K Item
       1603(a)(3). Please also disclose recent stock price of Palladyne AI
Corp. and Microvast
       Holdings, Inc.
Initial Business Combination, page 7

8.     Please state the basis for your statement, here and elsewhere in the
prospectus, that you do
       not believe that the fiduciary duties or contractual obligations your
officers or directors
       owe to other entities will materially affect your ability to complete
your initial business
       combination. In addition, please revise to clarify that the company has
waived the
       corporate opportunity doctrine, or otherwise clarify the statements,
such as on page 9, that
       an officer or director may present a corporate opportunity to another
entity to which they
       own a duty "subject to fiduciary duties under Cayman Islands law" and
that your charter
       and bylaws provide for this "to the fullest extent permitted by law."
 September 17, 2024
Page 3

Sponsor Information, page 9

9.     We note your disclosure that other than the unnamed individuals to be
identified, no other
       person has a direct or indirect material interest in your sponsor.
Please identify these
       individuals in your next amendment. In addition to disclosing the
persons who may have
       direct and indirect material interests in your sponsor, please also
disclose the nature and
       amount of their interests. Refer to Item 1603(a)(7) of Regulation S-K.
10.    Please revise the first table on page 10 to include all compensation
received or to be
       received by each of the sponsor and each of its affiliates and
promoters, including the
       $150,000 loan made by your sponsor for a portion of the offering-related
and
       organizational expenses, payment of any finder   s, advisory, consulting
or success fees, the
       reimbursement of out-of-pocket expenses, the anti-dilution adjustment of
the founder
       shares, and the repayment or reimbursement of out-of-pocket expenses or
any other
       amounts. Please refer to Item 1602(b)(6) and 1603(a)(6) of Regulation
S-K. Please also
       disclose the extent to which this compensation and issuance of
securities to your sponsor,
       its affiliates and promoters may result in material dilution of the
purchasers    equity
       interests. For example, please tell us, with a view toward disclosure,
whether the private
       warrants may be exercised on a cashless basis.
11.    Please expand the table on page 10 addressing transfer restrictions to
address the lock-up
       agreement with the underwriter discussed on page 172. See Item
1603(a)(9) of
       Regulation S-K. Please also revise the table to disclose natural persons
who will
       be subject to restrictions related to Siddhi Sponsor LLC's ownership of
the Private
       Placement Warrants.
The Offering, page 12

12.    We refer to your disclosure relating to the voting rights of your
shareholders in connection
       with the initial business combination. Please revise the first example
at the top of page
       20 to clarify the scenario you describe and how it differs from the
second example.
Summary Financial Data , page 34

13.    Please clarify for us the reason you provide an adjustment for actual
shareholders' equity
       in (1) and (2). Also, please confirm the calculation for "as adjusted"
total liabilities and
       whether it should also include the actual amount.
We may not be able to complete an initial business combination because such
initial business
combination may be subject to..., page 59

14.    With a view toward disclosure, please tell us whether your sponsor is,
is controlled by,
       has any members who are, or has substantial ties with, a non-U.S.
person.
Our warrant agreement will designate the courts of the State of New York or the
United States
District Court..., page 75

15.    Please revise this risk factor to disclose that there is also a risk
that your choice-of-forum
       provision may result in increased costs for warrant holders to bring a
claim.
 September 17, 2024
Page 4
Dilution, page 86

16.    Outside of the dilution table on pages 86 and 87, please revise to
describe each material
       potential source of future dilution following the registered offering,
including sources not
       included in the table with respect to the determination of net tangible
book value per
       share, as adjusted. These sources of dilution should include the founder
shares anti-
       dilution rights, shares that may be issued in connection with the
closing of your initial
       business combination, and potential conversion of any working capital
loans. Refer to
       Item 1602(c) of Regulation S-K.
Liquidity and Capital Resources, page 90

17.    We note your disclosure on page 90 that you may withdraw interest for
permitted
       withdrawals, including the payment of taxes. Please clarify whether this
may include
       excise taxes. Please also 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 repay redemptions or
that are available to
       the combined company following a de-SPAC transaction. Also describe, if
applicable, the
       risk that if existing SPAC investors elect to redeem their shares such
that the 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.
Financial Statements
Warrant Instruments, page F-11

18.    You indicate that you will classify both the public and private
placement warrants as
       equity. We note on page 148 that the private placement warrants will be
identical to the
       warrants sold in this offering except that there are certain
restrictions and rights so long as
       they are held by your sponsor or its permitted transferees. Please
confirm that there are no
       terms or provisions in the warrant agreement that provide for potential
changes to the
       settlement amounts that are dependent upon the characteristics of the
holder of the
       warrant, and if so, clarify how you analyzed those provisions in
accordance with ASC
       815-40.
Signatures, page II-5

19.    Please include signature lines for at least a majority of your board of
directors. Please
       refer to Instructions to the Signatures section of Form S-1.
 September 17, 2024
Page 5

       Please contact Nudrat Salik at 202-551-3692 or Michael Fay at
202-551-3812 if you have
questions regarding comments on the financial statements and related matters.
Please contact
Jane Park at 202-551-7439 or Abby Adams at 202-551-6902 with any other
questions.



                                                         Sincerely,

                                                         Division of
Corporation Finance
                                                         Office of Industrial
Applications and
                                                         Services
cc:   Giovanni Caruso, Esq.