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                              September 5, 2023

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

                                                        Re: Prospector Capital
Corp.
                                                            Form 10-K for the
Fiscal Year Ended December 31, 2022
                                                            Filed March 31,
2023
                                                            File No. 001-39854

       Dear Derek Aberle:

             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 10-K for the Fiscal Year Ended December 31, 2022

       Financial Statements
       Note 8. Warrants, page F-16

   1.                                                   We note that you
account for the Public and Private Placement Warrants as equity. Please
                                                        provide us with your
analysis under ASC 815-40 to support your accounting treatment for
                                                        the warrants. As part
of your analysis, please address whether there are any 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,
                                                        how you analyzed those
provisions in accordance with the guidance in ASC 815-40.
 Derek Aberle
Prospector Capital Corp.
September 5, 2023
Page 2

        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 Joanna Lam at 202-551-3476 or Shannon Buskirk at
202-551-3717 with
any questions.



FirstName LastNameDerek Aberle                            Sincerely,
Comapany NameProspector Capital Corp.
                                                          Division of
Corporation Finance
September 5, 2023 Page 2                                  Office of Energy &
Transportation
FirstName LastName