SecProbe.io

October 31, 2024
E. Scott Crist
Chief Executive Officer
Texas Ventures Acquisition III Corp
5090 Richmond Ave
Suite 319
Houston, TX 77056
Re:Texas Ventures Acquisition III Corp
Draft Registration Statement on Form S-1
Submitted October 4, 2024
CIK No. 0002033991
Dear E. Scott Crist:
            We have reviewed your draft registration statement and have the following comments.
            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.
Draft Registration Statement on Form S-1
Cover page
1.We note that non-managing sponsor investors will indirectly purchase private
warrants through the purchase of non-managing sponsor membership interests. Please
clarify whether these private warrants are in addition to the 4,000,000 warrants to be
purchased by the sponsor.
We note your disclosure in paragraph 8. Please revise to address the finder’s fees,
advisory fees, consulting fees or success fees you may pay, as disclosed on page 13.
Further, please revise to state whether the exercise of the private warrants on a
cashless basis and the conversion of the working capital loans into warrants may
result in a material dilution of the purchasers' equity interests. Please refer to Item 2.

October 31, 2024
Page 2
1602(a)(3) of Regulation S-K.
Acquisition Process, page 9
3.We note your disclosure on page 53 that you expect to encounter significant
competition from other entities having a business objective similar to yours and that
you may have a competitive disadvantage in successfully negotiating a business
combination. Please revise disclosure regarding your acquisition process and effecting
your initial business combination on pages 9 and 124 to address how competition may
impact your ability to identify and evaluate a target company.
Summary
Initial Business Combination, page 9
4. Please revise your disclosure here and on pages 40 and 151 to further explain how the
type of transaction that you would target being of a nature substantially different than
what your sponsor, directors, and officers would target supports the conclusion that
potential conflicts of interest would not materially affect your ability to complete a
business combination. Also, please elaborate on why the fact that the sponsor,
directors and officers have financial interests in your completion of a business
combination resolves conflicts of interest that the sponsor, directors and officers may
have as a result of their fiduciary, contractual or other duties to other entities.
Sponsor Information, page 12
5.Please revise the disclosures on page 13, outside of the table, to describe the extent to
which the exercise of the private warrants on a cashless basis and the conversion of
the working capital loans into warrants may result in a material dilution of the
purchasers' equity interests. See Item 1602(b)(6) of Regulation S-K. Please make
similar revisions to your disclosure on page 118 in accordance with Item 1603(a)(6)
of Regulation S-K. Additionally, we note your disclosure that you may pay finder's
fees, advisor fees, consulting fees, or success fees to your sponsor, officers, directors,
advisors or affiliates. However, on page 39, you state that such fees may only be paid
to your independent directors or their respective advisors. Please revise your
disclosure throughout to reconcile this discrepancy.
Proceeds to be held in trust account, page 27
6.We note your disclosure on page F-7 that you will not redeem shares in an amount
that would cause its net tangible assets to be less than $5,000,001. Please revise your
cover page and disclosure throughout as appropriate to address this limitation on
redemptions. Please refer to Item 1602(b)(2) of Regulation S-K.
Conflicts of Interest, page 40
7.We note your disclosure on page 53 that you expect to encounter significant
competition from other entities having a business objective similar to yours and that
you may have a competitive disadvantage in successfully negotiating a business
combination. Please revise disclosure regarding your acquisition process and effecting
your initial business combination on pages 9 and 124 to address how competition may
impact your ability to identify and evaluate a target company.

October 31, 2024
Page 3
8.We note your disclosure that your sponsor and officers and directors may sponsor or
form other special purpose acquisition companies similar to yours or may pursue other
business or investment ventures during the period in which you are seeking an initial
business combination. Please clarify how opportunities to acquire targets will be
allocated among SPACs.
Risk Factors, page 47
9.We note your disclosure on pages 16 and 120 that in order to facilitate your initial
business combination or for any other reason determined by your sponsor in its sole
discretion, your sponsor may surrender or forfeit, transfer or exchange your founder
shares, private placement warrants or any of your other securities, including for no
consideration, as well as subject any such securities to earn-outs or other restrictions,
or otherwise amend the terms of any such securities or enter into any other
arrangements with respect to any such securities. Please add risk factor disclosure
about risks that may arise from the sponsor having the ability to remove itself as your
sponsor before identifying a business combination, including through the
unconditional ability to transfer the founder shares or otherwise.
If we are deemed to be an investment company under the Investment Company Act . . ., page
57
10.Please revise this risk factor to clarify that you may be deemed to be an investment
company at any time, notwithstanding that the proceeds of the offering will be
invested only in U.S. government treasury obligations or certain money market funds.
In this regard, we note the statements that you do not believe your activities will
subject you to the Investment Company Act, and "[t]o this end, the proceeds held in
the trust account will initially be invested in [government securities]. We also note the
statement that "[b]y restricting the investment of the proceeds to these instruments . . .
[you] intend to avoid being deemed an 'investment company."
Use of Proceeds, page 95
11.We note that, in footnote 5, you have assumed use of proceeds for only 12 months for
the office and administrative support. Given that you have up to 24 months to
complete the initial business combination, please advise why you have not included
costs assuming you continue for that period of time.
Dilution, page 99
We refer you to your tabular presentation of dilution at quartile intervals on the
outside cover page and on page 99. Such tabular presentation appears to assume
your maximum redemption  threshold is the entire amount of shares to be sold to public
shareholders as part of this offering. We further note your disclosure stating that you
may not redeem your public shares in an amount that would cause your net tangible
assets, after payment of the deferred underwriting commissions, to be less than
$5,000,001. Please tell us how you considered this redemption restriction in your
determination of your  maximum redemption  threshold for your dilution presentation.
To the extent you revise your maximum redemption threshold within your dilution
tables, please be certain to disclose quartile intervals based on percentages of the 12.

October 31, 2024
Page 4
maximum redemption threshold. Please refer to Item 1602 of Regulation S-K.
13.It appears that the columns showing the calculation of net tangible book value with
and without the over-allotment option may be reversed, as the amount of ordinary
shares redeemed is greater in the "without over-allotment" columns than the "with
over-allotment" columns. Please revise or advise.
Proposed Business
Management Team, page 110
14.We note your disclosure regarding the prior experience of your officers and directors,
including their involvement with Industrial Tech Acquisitions II, Inc. from January
2022 until October 2023. Please provide additional disclosure here and on page 3
regarding the efforts of Industrial Tech Acquisitions II to acquire an operating
company and the outcome, including the redemption of outstanding shares. Please
also clarify whether any of the other entities listed in the prior experience of your
officers and directors are or were acquisition companies and provide disclosures
required by Item 1603(a)(3) of Regulation S-K.
            Please contact Eric McPhee at 202-551-3693 or Isaac Esquivel at 202-551-3395 if
you have questions regarding comments on the financial statements and related
matters. Please contact Stacie Gorman at 202-551-3585 or Pam Long at 202-551-3765 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Lijia Sanchez, Esq.