October 11, 2024

Bill Zarkalis
Chief Executive Officer
Titan America SA
1000 Bruxelles
Square de Mee  s 37, Belgium

        Re: Titan America SA
            Draft Registration Statement on Form F-1
            Submitted September 16, 2024
            CIK No. 0002035304
Dear Bill Zarkalis:

        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 F-1
Industry and Market Data, page 1

1.     We note your disclosure on page 1 that you rely on and refer to reports
prepared by
       industry consultants. If you commissioned any research or reports for
use in
       connection with the registration statement, please file consents
pursuant to Rule 436
       of the Securities Act as an exhibit to your registration statement.
 October 11, 2024
Page 2
The Reorganization Transactions, page 18

2.     Please revise to include an organizational chart here and on page 140
depicting
       your organizational structure both prior to and after the reorganization
transactions
       and following the offering. The organizational chart should reflect the
domicile of
       each owner and entity, and quantify the post-offering holdings of your
current
       shareholders and the public investors.
Summary Historical Consolidated Financial Information, page 25

3.     Please revise to indicate that Cash flows related to investing and
financing activities
       were used, rather than provided by.
Risks Related to the Reorganization Transactions and Our Relationship with
Titan Cement
International
After the Reorganization Transactions, certain members of management, directors
and
shareholders, page 41

4.     We note your disclosure that, after the Reorganization Transactions, the
management
       and directors of each of Titan America and Titan Cement International
may own both
       Titan America common shares and Titan Cement International common
shares, and
       that this ownership overlap could create, or appear to create, potential
conflicts of
       interest. Please revise to describe how you anticipate resolving such
conflicts. Provide
       similar disclosure in your related risk factor at page 55.
Use of Proceeds, page 65

5.     We note your disclosure that you intend to use the net proceeds from
this offering for
       capital expenditures and other general corporate purposes; and that you
may also use a
       portion of the proceeds for the acquisition of technologies or
businesses that
       complement your business, although you have no present commitments or
agreements
       to enter into any such acquisitions or investments. Please revise to
more specifically
       identify the principal intended uses of the net proceeds and provide the
estimated
       amounts you intend to allocate to each identified purpose. If you do not
have a current
       specific plan for the proceeds of this offering, please state this
explicitly and discuss
       the principal reasons for the offering in greater detail. In this regard
we note your
       disclosure that the principal purposes of selling your common shares in
this offering
       are to obtain additional capital, to create a public market for your
common shares and
       to facilitate your future access to the public equity markets. Refer to
Item 3.C.1 of
       Form 20-F.
Management's Discussion and Analysis of Financial Condition and Results of
Operations,
page 71

6.     We notice numerous instances where you reference "external" sales,
revenue and
       other similar disclosures in Management's Discussion and Analysis.
However, it does
       not appear that you have any internal sales. Please advise.
Non-IFRS Measures, page 74

7.     It appears that you are using the Ratio of net debt to adjusted EBITDA
as a non-IFRS
       measure of liquidity, as it gives insight into the ability to pay debts.
Please reconcile
 October 11, 2024
Page 3

       the Ratio of net debt to adjusted EBITDA to the most directly comparable
IFRS
       financial measure Additionally, provide equally prominent disclosure of
your cash
       flows from operating, investing and financing activities. Refer to Item
10(e)(1)(i)(A)
       and Item 10(e)(1)(i)(B) of Regulation S-K and Questions 102.06 of the
Compliance
       and Disclosure Interpretations regarding Non-GAAP Measures.
Liquidity and Capital Resources, page 90

8.     Please file all material agreements relating to your revolving credit
facilities, cash
       management agreement, term loans, and leases as exhibits to your
registration
       statement. Refer to Item 601(b)(10) of Regulation S-K.
Business, page 113

9.     Please revise your prospectus to eliminate or substantiate claims
regarding your
       business and market position. For example, you state here and throughout
the filing
       that you are a leading provider of building materials that contribute to
lower carbon
       emissions than traditional building materials and/or beneficial reuse of
waste
       materials. You also state that you are one of the largest suppliers of
cement in Florida,
       Virginia and the Carolinas, and occupy a leading position in Metro New
York, and
       that your Pennsulco plant is the largest cement plant in Florida. Please
provide the
       bases and, if appropriate, citations for these statements and any
similar unsupported
       statements in the prospectus.
10.    Please include a description of the material effects of government
regulations on your
       business, including identifying relevant regulatory bodies. Refer to
Item 4.B.8 of
       Form 20-F.
Growth Strategies, page 130

11.    Please clarify whether you have entered into any agreements related to
your growth
       strategies, and, if so, advise what consideration you have given to
filing
       any agreements as exhibits to the registration statement. For example,
you state that
       you will have a "priority right" in the berth in front of your Port
Tampa Bay Terminal.
       You also indicate that two of your projects are partially funded by the
DOE. See Item
       601(b)(10) of Regulation S-K.
Customers, page 134

12.    Please clarify whether you have entered into any agreements with the
customers and
       suppliers you reference on page 134, and, if so, advise what
consideration you have
       given to filing any agreements as exhibits to the registration
statement. In this regard,
       we note your disclosure that your customer base "includes a diverse
range of clients
       within the construction and building materials sector" and that you
"maintain strong
       relationships" with your key suppliers "both contractually and
operationally." Please
       indicate the general terms of such agreements.

       Additionally, please provide summary information regarding the extent to
which the
       company is dependent on any contracts with customers or suppliers, if
they are
       material to your business or profitability, in accordance with Item 4.B
of Form 20-F.
 October 11, 2024
Page 4

Resources and Reserves, page 147

13.    We note that you disclose measured resources and indicated resources for
Pennsuco in
       the summary table on page 147, however the measured and indicated
resources have
       not been totaled. Please revise the summary resource table on page 147
to total the
       measured and indicated resources for Pennsuco.
14.    We note your disclosure of resources and reserves and that the point of
reference for
       Pennsuco is the limestone surge pile at the plant area and the point of
reference for
       Roanoke is the raw material stack, after the primary crusher. Please
disclose the
       process or metallurgical recovery factor for each operation, as required
by Item
       1304(d)(1) of Regulation S-K.
15.    We note that you do not use a cut-off grade at each of your material
mines as nearly
       all material from the quarries can be used. Please tell us how you
distinguish ore from
       waste at your mines. For example, clarify if there is a minimum calcium
carbonate
       content that distinguishes ore from waste, or other material
characteristics.
16.    Please correct the total resource quantity for the Roanoke resources on
page 153. It
       appears the measured dolostone resource has been added to the measured
and
       indicated dolostone resource.
17.    Please revise each material property description to describe the mining
and processing
       operations as required by Item 1304(b)(2) of Regulation S-K.
18.    Please file the written consent of the qualified person to the use of
the qualified
       person's name, or quotation from the technical report summary as
required by Item
       1302(b)(4)(iv) of Regulation S-K.
19.    Please revise to include the disclosure required under Item 1302(b)(5)
of Regulation
       S-K.
Management, page 157

20.    Please disclose any arrangement or understanding with major shareholders
pursuant to
       which any person was selected as a director or officer. Refer to Item
6.A of Form 20-
       F.
21.    We note certain members of your management also devote time to the
management of
       other entities. In light of these other positions, please disclose how
much time each
       individual intends to devote to the company.
Principal and Selling Shareholders, page 169

22.    You indicate that a stock split will be effected prior to the offering.
Please provide
       more information here and elsewhere in the filing about this stock
split.
23.    Please disclose the number of shareholders in the United States. Refer
to Item 7.A.2
       of Form 20-F. Please also indicate in this section whether your major
shareholders
       have different voting rights, or an appropriate negative statement, as
required by Item
       7.A.1.c. of Form 20-F. Revise your table to identify the natural
person(s) who have or
       share voting and/or dispositive powers with respect to the shares held
by Titan
       Cement International SA.
 October 11, 2024
Page 5

Notes to Consolidated Financial Statements
1. General information and summary of material accounting policies, page F-12

24.    Please revise the Reorganization Transaction disclosure to address the
sale of the
       STET segment.
Exhibit 96.1, page II-2

25.    Please tell us if you consider the material density to be a key
assumption in the
       determination of your mineral resources and, if so, revise to include
consistent with
       Item 601(b)(96)(iii)(B)(11)(i) of Regulation S-K.
26.    We note your disclosure on page 39 that remnant limestone materials left
in
       previously mined pits (Pets A through H) are considered probable
reserves. Please
       provide disclosure explaining how these remnant materials were
quantified. We
       suggest including separate rows in your resource tables, if applicable,
and reserve
       tables identifying the tons and quality of these materials.

27.    We note your disclosure on page 57 that you generate on average 400 t/h
of tailings.
       Please provide additional clarification in the technical report summary
regarding mine
       tailings, for example quantify the amount that is consumed through
reprocessing and
       the quantity that is sent to your tailings facility.

       Considering that you report your reserves and resources at a point of
reference prior to
       mineral processing, please include the metallurgical or process recovery
factor with
       you resource and reserve tables in order to quantity process losses.
28.    Please revise sections 18 and 19 to include process costs. At a minimum,
the technical
       report summaries should assess the property from the point of mineral
extraction up to
       the first point of material external sale, including processing,
transportation, and
       warehousing, as suggested in the materiality analysis in Item 1301(c)(3)
of Regulation
       S-K, and included in Table 1 to paragraph (d) of Item 1302. We note that
you have
       described your mineral processing in the technical report summary
however the
       processing cost has not been included in your analysis.

       We also note that the price selected by your qualified person is a price
associated with
       a saleable product, which does not correlate to operating costs that
exclude process
       costs in your cash flow model. Please revise accordingly.
29.    Please expand Table 19-1 to include the annual production schedule and
cash flow
       forecast for the life of the project as required by Item
601(b)(96)(iii)(B)(19)(ii) of
       Regulation S-K.
Exhibit 96.2, page II-2

30.    We note that you reference the name/term Lapis throughout the technical
report
       summary. We are unable to locate a reference to this name/term in the
       document. Please advise.
31.    We note that you do not provide a cut-off grade with your mineral
resource or mineral
       reserve disclosure as required under Item 601(b)(96)(iii)(B)(11)(iii)
and Item
 October 11, 2024
Page 6

      601(b)(96)(iii)(B)(12)(iii) of Regulation S-K. Please describe how you
determine
      waste from ore. For example, clarify if the cut-off is based on a minimum
percent
      calcium carbonate within certain pit boundaries, certain gradations, or
other means.
32.   We note your disclosure on page 72 of your technical report summary that
the annual
      production from the quarry as delivered to the primary crusher or the
cement mills is
      projected to be 2.0 million tons. The disclosure on page 72 also states
that cement
      annual production rate is taken to be 1.46 million tons. Please provide
additional
      detail regarding the difference between these two numbers. For example,
tell us if the
      difference is a result process losses, a reduction in moisture context,
or other.

      In addition please explain the difference between the production schedule
tonnage on
      page 45 of your technical report summary that shows approximately 1.6
million tons
      per year mined, which is less than the 2.0 million tons per year on page
72.
33.   Please revise sections 18 and 19 to include process costs. At a minimum,
the technical
      report summaries should assess the property from the point of mineral
extraction up to
      the first point of material external sale, including processing,
transportation, and
      warehousing, as suggested in the materiality analysis in Item 1301(c)(3)
of Regulation
      S-K, and included in Table 1 to paragraph (d) of Item 1302. We note that
you have
      described your mineral processing in the technical report summary however
the
      processing cost has not been included in your analysis.

      We also note that the price selected by your qualified person is a price
associated with
      a saleable product, which does not correlate to operating costs that
exclude process
      costs in your cash flow model. Please revise accordingly.
34.   Please expand Table 19-1 to include the annual production schedule and
cash flow
      forecast for the life of the project as required by Item
601(b)(96)(iii)(B)(19)(ii) of
      Regulation S-K.
General

35.   Please supplementally provide us with 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, present to potential investors in reliance on Section
5(d) of the
      Securities Act, whether or not they retain copies of the communications.
 October 11, 2024
Page 7

        Please contact Ranjit Singh Pawar at 202-551-2702 or Kimberly Calder at
202-551-
3701 if you have questions regarding comments on the financial statements and
related
matters. You may contact John Coleman at 202-551-3610 for questions regarding
the
engineering comments. Please contact Claudia Rios at 202-551-8770 or Liz
Packebusch at
202-551-8749 with any other questions.



                                                         Sincerely,

                                                         Division of
Corporation Finance
                                                         Office of Energy &
Transportation
cc:   Jeffrey D. Karpf, Esq.