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                             November 6, 2023

       Yung-Peng Chang
       Co-Chief Executive Officer
       Semilux International Ltd.
       4F., No. 32, Keya Rd., Daya Dist.
       Central Taiwan Science Park
       Taichung City 42881, Taiwan

                                                        Re: Semilux
International Ltd.
                                                            Amendment No. 1 to
Draft Registration Statement on Form F-4
                                                            Submitted October
23, 2023
                                                            CIK No. 0001990950

       Dear Yung-Peng Chang:

            We have reviewed your amended draft registration statement and have
the following
       comment(s).

              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.

       Amendment No. 1 to Draft Registration Statement on Form F-4 filed
October 23, 2023

       Questions and Answers About the Business Combination...
       What ownership levels will current shareholders of the Company have
after consummation of the
       Business Combination?, page 23

   1.                                                   In the narrative that
precedes the table on page 24, and throughout the registration
                                                        statement, it appears
that the discussion of pro forma ownership interests under the three
                                                        scenarios does not
contemplate holders of SPAC public warrants. Please tell us the reason
                                                        your narrative does not
include the pro forma share ownership percentage to be held by
                                                        this group.
       MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS, page 140

   2.                                                   We note your response
to our prior comment 8 but are unable to agree that a tax opinion is
 Yung-Peng Chang
Semilux International Ltd.
November 6, 2023
Page 2
         not required by Item 601(b)(8) of Regulation S-K or Staff Legal
Bulletin No. 19, as we
         view the tax consequences to be material to the transaction and your
disclosure contains
         representations as to the tax free nature of the transaction. To the
extent you intend to file
         a short form tax opinion as Exhibit 8.1, please revise your disclosure
on page 140 to state
         that the discussion reflects the opinion of counsel. Note that your
tax opinion may be
         conditioned or may be qualified by any facts that are unknown and that
give rise to doubt
         regarding the conclusion, so long as such conditions and
qualifications are adequately
         described in the filing. Refer to Item 601(b)(8) of Regulation S-K.
Whenever there is
         significant doubt about the tax consequences of the transaction, it is
permissible for the tax
         opinion to use    should    or "more likely than not" rather than
will,    but counsel providing
         the opinion must explain why it cannot give a    will    opinion and
describe the degree of
         uncertainty in the opinion. Please refer to Section III.C.4 of Staff
Legal Bulletin No. 19.
Unaudited Pro Forma Condensed Consolidated Financial Information
Basis of Pro Forma Presentation, page 157

3.       We note your response to prior comment 9, as well as your use of
terminology such as
         directly attributable, factually supportable, and continuing impact in
your revised
         disclosure. Please note that Article 11 of Regulation S-X was amended
by Section II.D of
         SEC Release No. 33-10786, which revised the pro forma terminology and
the basis for
         pro forma adjustments. Please revise your narrative to remove this
terminology and revise
         the related pro forma adjustments, as applicable, to conform to the
updated guidance.
General

4.       We note in your Investor Presentation filed as Exhibit 99.1 to your
Form 8-K filed on
         October 24, 2023 includes a $30,000,000 PIPE. Please clarify whether
you have entered
         into a PIPE agreement with investors.
5.       We note your response to our prior comment 26. It remains unclear to
us how you
         determined that the maximum amount of public shares that may be
redeemed
         is 7,344,949. Please revise or advise.
       Please contact Dale Welcome at 202-551-3865 or Melissa Gilmore at
202-551-3777 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Bradley Ecker at 202-551-4985 or Jay Ingram at 202-551-3397 with any
other questions.



FirstName LastNameYung-Peng Chang                               Sincerely,
Comapany NameSemilux International Ltd.
                                                                Division of
Corporation Finance
November 6, 2023 Page 2                                         Office of
Manufacturing
FirstName LastName