United States securities and exchange commission logo





                              August 14, 2023

       Jason Ader
       Chief Executive Officer
       26 Capital Acquisition Corp.
       OfficeEdge Miami
       701 Brickell Avenue, Suite 1550
       Miami, Florida 33131

                                                        Re: 26 Capital
Acquisition Corp.
                                                            Form 8-K filed
August 11, 2023
                                                            File No. 001-39900

       Dear Jason Ader:

             We have reviewed your filing and have the following comment. In
our comment, we
       may ask you to provide us with information so we may better understand
your disclosure.

              Please respond to this comment within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comment applies to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to this comment, we may have additional comments.

       Form 8-K filed August 11, 2023

       Item 4.02 Non-Reliance on Previously Issued Financial Statements, page 1

   1.                                                   Please revise your
disclosure to a brief description of the facts underlying the conclusion
                                                        regarding the
non-reliance in accordance with Item 4.02(a)(2). Your revised disclosure
                                                        should describe the
accounting error that you identified and its effects on your financial
                                                        statements.
               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.

                                                        You may contact William
Demarest at 202-551-3432 if you have any questions.




                              Sincerely,
 Jason Ader
26 Capital Acquisition Corp.
August 14, 2023
Page 2
FirstName LastNameJason Ader
Comapany Name26 Capital Acquisition Corp.
                                            Division of Corporation Finance
August 14, 2023 Page 2                      Office of Real Estate &
Construction
FirstName LastName