Correspondence 0001213900-25-029003 from Texas Ventures Acquisition III Corp (TVA)
Texas Ventures Acquisition III Corp
Date: April 4, 2025 · CIK: 0002033991 · Accession: 0001213900-25-029003
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-284793
Letter
VIA EDGAR
April 4, 2025
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction
100 F Street, NE
Washington, D.C. 20549
Attention: Eric McPhee
Isaac Esquivel
Stacie Gorman
Pam Long
Re: Texas Ventures Acquisition III Corp
Amendment No. 2 to Registration Statement on Form S-1
Filed April 2, 2025
File No. 333-284793
Ladies and Gentlemen:
Texas Ventures Acquisition III Corp (the " Company ") hereby transmits its response to the comment letter received from the staff (the " Staff ") of the U.S. Securities and Exchange Commission (the " Commission ") on April 3, 2025, relating to the Company's Amendment No.2 to Registration Statement on Form S-1, filed by the Company with the Commission on April 2, 2025. This letter will be filed concurrently with the filing of Amendment No. 3 to the Registration Statement (" Amendment No. 3 ").
For the Staff's convenience, we have repeated below the Staff's comments in bold and have followed each comment with the Company's response.
Amendment No. 2 to Registration Statement on Form S-1
Part II. Information not Required in Prospectus
Item16. Exhibits and Financial Statement Schedules, page II-2
1.
Please request your auditor to revise its consent in Exhibit 23.1 to reflect the report date of April 1, 2025 as reflected in their report on page F-2.
Response: The Company has filed a revised auditor's consent as Exhibit 23.1 to Amendment No. 3 in response to the Staff's comment.
2.
Please request Cayman counsel to revise its opinion in Exhibit 5.2 to remove inappropriate assumptions. In this regard, for example, we note paragraphs 9, 11, and 20 of Schedule 2. Refer to Section II.B.3.a of Staff Legal Bulletin No. 19.
Response: The Company has filed a revised Cayman counsel opinion as Exhibit 5.2 to Amendment No. 3 in response to the Staff's comment.
We thank the Staff for its review of the foregoing. If you have further comments, please feel free to contact our counsel, Richard I. Anslow at ranslow@egsllp.com and Lijia Sanchez at lsanchez@egsllp.com, or by telephone at (212) 370-1300.
Sincerely,
Texas Ventures Acquisition III Corp
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VIA EDGAR
April 4, 2025
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction
100 F Street, NE
Washington, D.C. 20549
Attention:
Eric McPhee
Isaac Esquivel
Stacie Gorman
Pam Long
Re: Texas Ventures Acquisition III
Corp
Amendment No. 2 to Registration Statement on Form S-1
Filed April 2, 2025
File No. 333-284793
Ladies and Gentlemen:
Texas Ventures Acquisition III Corp (the " Company ")
hereby transmits its response to the comment letter received from the staff (the " Staff ") of the U.S. Securities and
Exchange Commission (the " Commission ") on April 3, 2025, relating to the Company's Amendment No.2 to Registration
Statement on Form S-1, filed by the Company with the Commission on April 2, 2025. This letter will be filed concurrently with the filing
of Amendment No. 3 to the Registration Statement (" Amendment No. 3 ").
For the Staff's convenience, we have repeated
below the Staff's comments in bold and have followed each comment with the Company's response.
Amendment No. 2 to Registration Statement on Form S-1
Part II. Information not Required in Prospectus
Item16. Exhibits and Financial Statement Schedules, page II-2
1.
Please request your auditor to revise its consent in Exhibit
23.1 to reflect the report date of April 1, 2025 as reflected in their report on page F-2.
Response: The Company has filed a revised auditor's
consent as Exhibit 23.1 to Amendment No. 3 in response to the Staff's comment.
2.
Please request Cayman counsel to revise its opinion in Exhibit
5.2 to remove inappropriate assumptions. In this regard, for example, we note paragraphs 9, 11, and 20 of Schedule 2. Refer to
Section II.B.3.a of Staff Legal Bulletin No. 19.
Response: The Company has filed a revised Cayman counsel
opinion as Exhibit 5.2 to Amendment No. 3 in response to the Staff's comment.
We thank the Staff for its review of the foregoing. If you have further
comments, please feel free to contact our counsel, Richard I. Anslow at ranslow@egsllp.com and Lijia Sanchez at lsanchez@egsllp.com, or
by telephone at (212) 370-1300.
Sincerely,
Texas Ventures Acquisition III Corp
/s/ E. Scott Crist
E. Scott Crist, Chief Executive Officer
cc:
Ellenoff Grossman & Schole LLP