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                              December 29, 2020

       Derek Aberle
       Chief Executive Officer
       Prospector Capital Corp.
       1250 Prospect Street, Suite 200
       La Jolla, CA 92037

                                                        Re: Prospector Capital
Corp.
                                                            Registration
Statement on Form S-1
                                                            Filed December 18,
2020
                                                            File No. 333-251523

       Dear Mr. Aberle:

              We have reviewed your 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 amending your registration
statement and providing the
       requested information. 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 any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Form S-1 filed December 18, 2020

       Risk Factors
       Our warrant agreement will designate.   , , page 62

   1.                                                   Your disclosure states
that the forum provision of the warrant agreement    will not apply
                                                        to suits brought to
enforce any liability or duty created by the Exchange Act or any other
                                                        claim for which the
federal district courts of the United States of America are the sole and
                                                        exclusive forum.
However, we do not see this language in the warrant agreement.
                                                        Please advise.
 Derek Aberle
FirstName
Prospector LastNameDerek
           Capital Corp. Aberle
Comapany29,
December   NameProspector
              2020        Capital Corp.
December
Page 2    29, 2020 Page 2
FirstName LastName
Dilution, page 74

2.       We note your revisions to your table on the top of page 75 and that it
reflects total
         consideration of $7,775,000 from your initial shareholders. On page
F-7, you disclose
         the sale of 5,166,667 private placement warrants at a price of $1.50.
Please tell us how
         you determined it was appropriate to reflect the consideration of
$7,750,000 for the
         private placement warrants in this table. Please refer to Item 506 of
Regulation S-K.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       You may contact Howard Efron at 202-551-3439 or Jennifer Monick at
202-551-3295 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Ronald (Ron) E. Alper at 202-551-3329 or Maryse Mills-Apenteng at
202-551-3457 with
any other questions.



                                                              Sincerely,

                                                              Division of
Corporation Finance
                                                              Office of Real
Estate & Construction
cc:      Joel Rubinstein