United States securities and exchange commission logo





                               February 3, 2023

       Dajiang Guo
       Chief Executive Officer
       TMT Acquisition Corp
       420 Lexington Avenue
       Suite 2446
       New York, NY 10170

                                                        Re: TMT Acquisition
Corp
                                                            Amendment No. 11 to
Registration Statement on Form S-1
                                                            Filed January 17,
2023
                                                            File No. 333-259879

       Dear Dajiang Guo:

             We have reviewed your amended 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/A

       Cover Page

   1.                                                   Please clarify in the
last sentence of the first paragraph and elsewhere in the filing, as
                                                        applicable, that you
may consummate a business combination with an entity located in
                                                        China.
   2.                                                   Please revise your
disclosure in the the 11th paragraph and elsewhere in the filing, as
                                                        applicable, to clarify
that the location of your sponsor and executive officers and directors
                                                        may make you a less
attractive partner to a non-China- or non-Hong Kong-based target
                                                        company, which may
therefore make it more likely for you to consummate a business
                                                        combination in the PRC.
 Dajiang Guo
TMT Acquisition Corp
February 3, 2023
Page 2
3.    Please delete the language in the 12th paragraph that mitigates the risks
associated with
      being based in or acquiring a company that does business in China.
4.    In the 17th paragraph, please provide a description of how cash is
currently transferred
      through your organization.
Summary, page 1

5.    Provide a clear description of how cash will be transferred through the
post-combination
      organization if you acquire a company based in China. Please also address
in the
      Prospectus Summary and Risk Factors any impact PRC law or regulation may
have on the
      cash flows associated with the business combination, including
shareholder redemption
      rights.
6.    In your summary of risk factors, acknowledge any risks that any actions
by the Chinese
      government to exert more oversight and control over offerings that are
conducted overseas
      and/or foreign investment in China-based issuers could significantly
limit or completely
      hinder your ability to offer or continue to offer securities to investors
and cause the value
      of such securities to significantly decline or be worthless.

Risk Factors, page 26

7.    We note your disclosure on pages 7, 57 and 84 that: ". . .based on our
understanding of the
      current PRC laws and regulations in effect at the time of this
prospectus, no prior
      permission is required under the M&A Rules or the Opinions from any PRC
governmental
      authorities (including the CSRC) for consummating this offering by our
      company." Please disclose how the company reached this determination.
8.    Please address any impact PRC law or regulation may have on the cash
flows associated
      with the business combination, including shareholder redemption rights.
      You may contact Stacie Gorman at 202-551-3585 or Brigitte Lippmann at
202-551-
3713 with any questions.



                                                            Sincerely,
FirstName LastNameDajiang Guo
                                                            Division of
Corporation Finance
Comapany NameTMT Acquisition Corp
                                                            Office of Real
Estate & Construction
February 3, 2023 Page 2
cc:       Liang Shih, Esq.
FirstName LastName