November 18, 2022
Division of Corporation Finance
Office of Real Estate and Construction
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| Attention: | Benjamin Holt | |
| James Lopez |
| Re: | 26 Capital Acquisition Corp. | |
| Schedule Pre 14A, filed October 25, 2022 | ||
| File No. 001-39900 |
Dear Mr. Holt and Mr. Lopez:
On behalf of our client, 26 Capital Acquisition Corp, a Delaware corporation (the “Company”), we submit to the staff (the “Staff”) of the U.S. Securities and Exchange Commission this letter setting forth the Company’s response to the comments discussed in a conference call between the Staff and certain attorneys at our law firm, Ellenoff Grossman & Schole LLP, on November 17, 2022.
We summarize the Staff comments as follows:
| ● | The Company’s plans with respect to the conversion of the investments in the Company’s trust account should be stated more clearly |
In response to the Staff comments, we have revised the preliminary proxy statement to address each of the above matters, and are filing revised pages herewith for the review of the staff.
We appreciate the willingness of the Staff to communicate its comments in the conference call, and ask that you advise if the Staff has any further comments.
| Very truly yours, | |
| /s/ Jonathan Deblinger | |
| Jonathan Deblinger, Esq. | |
| Ellenoff Grossman & Schole LLP |
